CONRAIL HISTORICAL SOCIETY, INC. BYLAWS


ARTICLE I: NAME
The name of this organization shall be "CONRAIL HISTORICAL SOCIETY, Incorporated" hereinafter referred to as "SOCIETY".


ARTICLE II: PURPOSE
The purpose of the SOCIETY shall be (1) to encourage the writing, collection and preservation of historical and contemporary material associated with CONRAIL in particular, and the American Railroad Systems in general, and (2) to preserve the heritage of CONRAIL and predecessor railroads by acquiring, restoring, and preserving materials associated with CONRAIL.


ARTICLE III: PRINCIPLE OFFICE
The principle office of this SOCIETY shall be located at Marysville, Pennsylvania or at an alternate place, decided upon from time to time by the Board of Directors.


ARTICLE IV: MEMBERSHIP
SECTION I: At any place in these Bylaws where a male pronoun is used it shall mean a male or female person.

SECTION II: Application to membership in the SOCIETY shall be open to anyone interested in promoting the objectives of the SOCIETY under the conditions as set out hereinafter.

SECTION III: Each applicant accepted for membership wi1l be required to pay dues promptly and regularly to maintain good standing.

SECTION IV: All members of the SOCIETY in good standing as hereinabove set forth have the right to vote on any issue before the SOCIETY.

SECTION V: Any member whose payment of dues is delinquent shall be removed from the membership rolls of the SOCIETY after thirty (30) days.

SECTION VI: All applications for membership shall be made on a form of application approved by the Board of Directors and made available to all SOCIETY Officers and others interested. Applications shall specify type of membership desired and pertinent information relative to the applicant.

SECTION VII: Applications for SOCIETY membership shall be accompanied by the proper amount of dues as part of the application. The applicant must be acceptable to at least a majority of the Board of Directors, and if approved for membership, the applicant will receive appropriate membership information. If an application is denied by the Board of Di rectors, a letter of reasons for membership rejection and application fee will be sent to the applicant by certified mail.

SECTION VIII: Members joining after June 1st of any year shall be given the opportunity to have their membership retroactive to January 1st of the current year, or be placed on the roster January 1st of the ensuing year. All memberships shall expire on December 31st of each calendar year.


ARTICLE V: DUES
Dues shall be TWENTY FIVE dollars per year at the base digital member rate, THIRTY FIVE dollars per year at the regular member rate, FORTY FIVE dollars per year at the family member rate, ONE HUNDRED dollars per year at the sustaining member rate and are payable in advance.


ARTICLE VI: BOARD OF DIRECTORS
SECTION I: The business and property of the SOCTETY shall be managed and controlled by the Board of Directors consisting of nine (9) members. A change in the number of Directors may occur upon recommendation by the Board of Directors subject to approval by a majority vote of the membership at any regular membership meeting of the SOCIETY.

SECTION II: Any member of the SOCIETY in good standing, sixteen (16) years of age or older and agrees to serve, shall be eligible for nomination to serve on the Board of Directors.

SECTION III: Vacancies occurring on the Board of Directors either by increase in the number of Directors or by the death or resignation of a Director may be filled at any time by nomination presented by any member of the SOCIETY in good standing at any regular membership meeting and subsequent election by secret ballot at a succeeding regular membership meeting.

SECTION IV: The term of office for a director shall be three years. At the time of organization, three directors were elected to serve a three year term, three were elected to serve a two year term, and three were elected to serve a one year term. Thereafter, three directors will be elected at each annual meeting.

SECTION V: A quorum for the Board of Directors shall consist of a majority.

SECTION VI: At any meeting of the Board of Directors, each Director shall be entitled to one vote. NO PROXY VOTES WILL BE ALLOWED.

SECTION VII: Special meetings of the Board of Directors may be called at the discretion of the President at any time.

SECTION VIII: The Board of Directors shall elect from within their ranks, a President, Secretary, Vice President, and Treasurer. No two (2) offices may be held by the same person.


ARTICLE VII : ANNUAL MEETING
The annual meeting shall be held at such time and place as shall be determined by the Board of Directors.


ARTICLE VIII: OFFICERS
SECTION I: The President shall preside at all meetings of the membership and of the Board of Directors of the SOCIETY. He shall have and exercise general charge and supervision of the affairs of the SOCIETY and shall do and perform such duties as may be assigned by these Bylaws or by the Board of Directors.

SECTION II: In the absence of the President, the Vice-President shall assume the duties of the office, and shall perform such duties as may be assigned by these bylaws or by Board of Directors.

SECTION III: The Secretary shall keep full minutes of the membership and of the Board of Directors meetings and shall have custody of the corporate seal and all records of the SOCIETY. He shall perform such duties as assigned by these Bylaws or by the Board of Directors.

SECTION IV: In the absence of the Secretary at any meeting, the President shall appoint another member of the Board of Directors to serve as Secretary.

SECTION V: The Treasurer shall have custody of all funds, property and securities of the SOCIETY subject to such regulation as may be imposed by the Board of Directors. When necessary or proper he may endorse on behalf of the SOCIETY for collection checks, notes, and other obligations, and shall deposit the same to the credit of the SOCIETY at such bank or depository as the Board of Directors may designate. He shall sign all checks of the SOCIETY and all bills of exchange and promissory notes issued by the SOCIETY, except in case where the signing and execution thereof shall be expressly designated by the Board of Directors or these bylaws to some other officer or agent of the SOCIETY. The Treasurer shall make such payments as may be necessary or proper to be made on behalf of the SOCIETY, provided that any such payment has been approved by the Board of Directors. He shall enter regularly on the books of the SOCIETY, to be kept by him for the purpose, full and accurate account of all monies and obligations received and paid or incurred by him for or on account of the Society, and shall exhibit such books at all reasonable times to any Director on application at the principal office of the Society.

SECTION VI: Any officer may be removed from office by the affirmative vote of two-thirds of all Directors at any meeting of the Board of Directors for nonfeasance, for conduct detrimental to the interests of the SOCIETY, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purpose. Any officer proposed to b removed shall be entitled to at least five days notice in writing by mai1 of the meeting of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Directors at such meeting.


ARTICLE IX: MEMBERSHIP MEETINGS
The regular membership meetings of the SOCIETY shall be held on a quarterly basis on the second Saturday of January, April, July, and October at a location to be determined by the Board of Directors.


ARTICLE X: FISCAL POLICY
SECTION I: The fiscal year of the SOCIETY shall commence on January 1 of each year and end on December 31.

SECTION II: The President shall review and approve all bills and invoices prior to payment by the Treasurer.

SECTION III: The Board of Directors shall establish maximum amounts authorized for any single expenditure without prior approval of the membership by (1) the President and (2) the Board of Directors itself. These maximum amounts shall remain in effect and unless changed by the Board of Directors, such changes shall be permitted once during any fiscal year. These amounts shall be announced to the membership at the next regular membership meeting subsequent to their establishment or change.

SECTION IV: The Treasurer shall present a proposed budget for the ensuing fiscal year at the July regular membership meeting, said budget is to be acted upon at the October regular membership meeting.

SECTION V: The Board of Directors shall arrange for an annual audit of the financial records of the SOCIETY, such audit to be made at the close of the fiscal year. The results of this audit shall be presented to the membership no later than the April membership meeting following the fiscal year for which the audit applies.


ARTICLE XI: AMENDMENTS
These By-Laws may be altered, amended or repealed, or new Bylaws adopted upon recommendation of the Board of Directors subject to approval by two-thirds (2/3) vote of the membership at any annual meeting. Any proposed change or amendment to the bylaws may be submitted to the Board of Directors in writing by any member in good standing of the SOCIETY.


ARTICLE XII: GENERAL
SECTION I: Actions of the Board of Directors or the membership assembled in meetings on Sunday or legal holidays shall be binding insofar as they relate to the affairs of the SOCIETY.

SECTION II: The corporate seal of the SOCIETY shall be of the usual impression type and bear the words "CONRAIL Historical Society, Incorporated 1995, Pennsylvania."


ARTICLE III: EXEMPT ACTIVITIES
Notwithstanding any other provision of these Bylaws, no Director, Officer, employee, or representative of this SOCIETY shall take any action or carry on any activity by or on behalf of the SOCIETY not permitted to be taken or carried on by an organization exempt under section 501 (c)(3) of the Internal Revenue Code of 1954, as now in force or afterwards amended, or by an organization contributions to which are deductible under section 170 (c) (2) of such code as now in force or afterwards amended.


ARTICLE XIV: DISSOLUTION
This corporation may be dissolved only on the affirmative vote of a majority of the entire membership by written ballots. In the event of such dissolution, all assets shall be converted into cash, excepting real estate, equipment, or other fixed assets suitable for transfer to a museum, and after payment of all outstanding indebtedness, the assets of the corporation shall be distributed as follows: To any worthy Museum or Educational organization exempt under the United States Internal Revenue Code of 1954, Section 501 (c) (3). This shall not be construed to mean that distribution shall be limited to one such organization but only that such organizations must be non-profit and exempt under Section 501 (c) (3) IRC.


ARTICLE XV: DISTRIBUTION OF BY-LAWS
All members of the SOCIETY in good standing shall receive a current copy of these Bylaws.