ANN ARBOR RAILROAD TECHNICAL & HISTORICAL ASSOCIATION, INC.
Bylaw I. Name
The official name of this organization is the Ann Arbor Railroad Technical & Historical Association, Incorporated, hereinafter called the AARRT&HA, which shall also be used as a short name in various official papers and documents. It is incorporated and operates as a not-for-profit corporation under the laws of the State of Michigan.
Bylaw II. Purposes
Section 1. The purposes for which the AARRT&HA is incorporated are:
Section 2. Operations.
Section 3. The AARRT&HA shall comply with all laws, rules and regulations of the State of Michigan Department of Commerce as a not-for-profit educational and historical association.
Section 4. The fiscal year for the AARRT&HA shall be from January 1 through December 31.
Bylaw III. Membership
Section 1. Membership to the AARRT&HA shall be open to all individuals and organizations that have an interest in any part of the Ann Arbor Railroad.
Section 2. There shall be four classes of membership as follows:
Section 3. Membership other than lifetime shall be on a calendar year basis and shall expire December 31 of the year for which the dues were paid. Dues shall be paid in U.S. funds. Postage for membership mailings outside the United States may be charged. Each member shall receive all publications of the AARRT&HA for the period of membership.
Section 4. Any member may be deprived of membership in the AARRT&HA for conduct which is detrimental to the organization, misrepresentation of his/her authority to conduct business for the organization or conduct which may cause liability to the organization by a two-thirds majority vote of the officers and directors present at any meeting of the Board of Directors at which a quorum is present. Notice of specific allegations and such pending action shall be provided the alleged offending member at least thirty (30) days prior to the meeting where the action is proposed to take place. Opportunity shall be provided for the member or the member's advocate to address the Board of Directors prior to their deliberations and decision.
Section 5. All members in good standing, except as noted in the classes of membership above, shall be eligible to vote in elections and on motions before the annual meeting.
Bylaw IV. Officers and Directors; Powers and Duties
Section 1. The officers of the AARRT&HA shall be President, Vice President and Secretary-Treasurer. These three officers and six directors together as a group shall constitute the Board of Directors of the AARRT&HA. Each board member shall carry equal voting power.
Section 2. Any officer or director of the AARRT&HA may be removed for conduct which is detrimental to the organization, representational of his/her authority to conduct business for the organization or conduct which may create a liability for the organization. The decision for removal is reserved to the membership, and shall be conducted in a secret ballot election at a general meeting of the membership. Such meeting shall be only be convened after a notice has been sent to the membership at least thirty (30) days before the meeting date, with the purpose of the meeting specified. At the meeting, the officer or director shall be given an opportunity to speak or have an advocate speak to the membership prior to any deliberation or vote. A quorum of the membership must be present and the vote to remove the officer or director shall be valid only if it receives a two-thirds majority of those present and voting.
Section 2. Any officer, director or member of the AARRT&HA suspected of conduct which is detrimental to the organization, misrepresentation of his/her authority to conduct business for the organization or conduct which may create a liability for the organization may, after due deliberation, be suspended for up to ninety (90) days by a majority vote of the board of directors pending an investigation. A committee shall be appointed, per Bylaw VI , to investigate the situation and make a full report to the Board. The final decision for removal is reserved to the membership per Section 2 above.
Section 3. The following qualifications shall apply to members of the Board of Directors.
Section 4. Terms of office.
IN THE FIRST YEAR THIS AMENDMENT IS IN FORCE, A TOTAL OF FIVE DIRECTORS SHALL BE ELECTED WITH THE DIRECTOR RECEIVING THE LEAST AMOUNT OF VOTES HAVING A ONE YEAR TERM. THIS ENABLING PARAGRAPH SHALL EXPIRE ONE YEAR FROM WHEN IT WAS ADOPTED.
Bylaw V. Vacancies
Section 1. In the event of a vacancy occurring in the office of President other than at an election, the Vice President shall become President.
Section 2. In the event that a vacancy occurs in any other elected position, the Board of Directors shall appoint a person to fill the vacancy until the next annual meeting.
Bylaw VI. Committees
Section 1. The Board of Directors shall have the power to create committees consistent with the goals and operations of the AARRT&HA. The Board of Directors shall determine the size of each committee, define their functions, limit or enlarge the scope of their activity and may discharge or terminate any committee.
Section 2. The President shall appoint a chairman of each committee established according to Section 1. above Each committee shall appoint a secretary to maintain records of committee action and file reports with the Board of Directors.
Section 3. Each committee shall serve until dismissal by action of the Board of Directors.
Bylaw VII. Meetings
Section 1. The annual meeting of the membership shall be held at a date, time and location designated by the Board of Directors, for the purposes of electing officers and directors, for receiving reports of officers, directors, and committees, and for such other business as may be properly presented for discussion or action.
Section 2. A regular membership meeting may be ordered by the Board of Directors or the officers at any date, time and place so designated for the purpose of considering such matters as may be presented to the members by the officers and any business which may be considered to be within the scope of the AARRT&HA as set forth in the petition for incorporation. Notice of such meeting shall be at least two (2) weeks prior to the meeting.
Section 3. A meeting with either or both the officers and directors, or committees, or all may be called at the discretion of the President.
Section 4. A special membership meeting shall be called by the President no sooner than twenty-one (21) days, but no later than forty-five (45) days following the receipt of a petition signed by twenty-five members in good standing. The agenda of such general membership meeting shall be restricted to the matters contained in the petition. Notice of special meetings shall be sent to the membership at least ten (10) days before the meeting.
Section 5. Notification of the meetings in Sections 1, 2 and 3 of this Bylaw shall be given to the appropriate members, officers, directors or committees at least one month in advance.
Section 6. A majority vote of the membership present at a regular or annual membership meeting shall be required to carry motions. A quorum shall be a majority of those registered and attending at the beginning of that meeting if notice has been sent to the membership at least thirty (30) days prior to the meeting. If the notice complies with Section 4 above, but is sent out less than thirty (30) days prior to the meeting, A quorum of a general membership meeting shall be twenty (20) percent of the membership at the time of the meeting.
Section 7. A simple majority OF THOSE ELECTED OR APPOINTED shall constitute a quorum at the meetings of committees. A QUORUM OF THE BOARD OF DIRECTORS SHALL BE FIVE (5), INCLUIDING THE OFFICERS. Notification of emergency meetings of the Board of Directors shall be given at least five (5) days in advance of the meeting.
Section 8. The Board of Directors shall meet at least three times per year.
SECTION 9. ROBERTS RULES OF ORDER, MOST RECENT EDITION, SHALL GOVERN MEETINGS EXCEPT WHERE SPECIFICALLY STATED IN THESE BYLAWS.
Bylaw VIII. Nominations and Elections
Section 1. Nominations.
Section 2. Elections
Bylaw IX. Amendments to the Bylaws
Section 1. The Bylaws of the AARRT&HA may be amended by an affirmative vote of two-thirds majority of the members present at the annual meeting or at a meeting of the general membership called by the Board of Directors for that purpose.
Section 2. THE BOARD OF DIRECTORS SHALL PUBLISH ELECTRONICALLY OR BY U.S. MAIL, notice OF THE VOTE, THE ACTUAL PROPOSED LANGUAGE CHANGES and the basis of the proposed changes at least thirty days prior to the meeting.
Bylaw X. Dissolution
Section 1. The AARRT&HA may be dissolved by meeting the conditions of Article VII. Section 3 of the Articles of Incorporation.
Bylaw XI. Amendments to the Articles of Incorporation
(Authority: Article VII. Section 4. of the Articles of Incorporation)
Section 1. The Articles of Incorporation of the AARRT&HA may be amended by an affirmative vote of two-thirds majority of the members present in person or by proxy at the annual meeting or at a meeting of the general membership called by the Board of Directors for that purpose.
Section 2. Members of the AARRT&HA in good standing shall be provided with written notice and the basis of the proposed changes at least thirty days prior to the meeting.
Last amended: September 20, 2014