By-laws of the O&WRHS

CONSTITUTION AND BY-LAWS of the ONTARIO & WESTERN RAILWAY HISTORICAL SOCIETY, INC.
Article I NAME
The name of this organization shall be the ONTARIO & WESTERN RAILWAY HISTORICAL SOCIETY, INC. (Herein afterwards referred to as the Society.)
Article II PURPOSE
The purpose for which this Society is formed and the business or objects to be carried on and promoted by it are mainly historical, educational and not for profit. The more particular objects are:
(a) to preserve the historical materials of railway transportation of all kinds, but mainly those of Orange County and especially those of the New York, Ontario & Western Railway,

(b) to collect data on the history of transportation and to issue publications relating to this subject,

(c) to encourage rail transportation,

(d) to acquire by purchase, lease, or otherwise, real and personal property, and to
mortgage, sell, deed, lease, or otherwise manage same in a manner appropriate for a museum
and the above mentioned purposes, and

(e) to provide a meeting place where persons interested in railroads may gather.
Article III PRINCIPAL OFFICE
The principal office of this Society shall be located in the City of Middletown, Orange County, New York.
Article IV BOARD OF TRUSTEES
Section 1. The Board of Trustees of the Society shall consist of no less than five, no more than twenty-five trustees.
Section 2. To be eligible for membership on the Board of Trustees of this Society a member shall have held an elected or appointed Society office for at least one full term.
Section 3. The duties of the Board of Trustees will be to oversee the fiscal matters of the Society. Each year the Board of Trustees will review and approve, for submission to the Society membership at a regularly scheduled meeting, an annual budget submitted to it by the Society treasurer. In addition to this the Board of Trustees will direct the handling of any real and personal property the Society may obtain.
Section 4. This board shall meet on a regular basis separately from the general membership. At the first meeting of the calendar year, the Board of Trustees will elect a chairman and a secretary. The chairman shall be responsible for conducting meetings of the Board of Trustees and the secretary shall be responsible for recording the proceedings of the Board of Trustees.
Section 5. A simple majority of the members of the Board of Trustees shall constitute a quorum and as such are empowered to transact the business of the Society.
Section 6. The deliberations of the Board of Trustees shall be communicated to the membership of the Society within a reasonable time after each meeting at a regularly scheduled meeting of the membership.
Section 7. Each member of the Board of Trustees shall be elected for a term of three years. A maximum of one-half of the members of the board shall be elected each year. The manner and form of the election shall conform to Article IV, Sections 1, 2, 3 of the Society's By-Laws.
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BY - LAWS
ONTARIO & WESTERN RAILWAY HISTORICAL SOCIETY, INC.
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ARTICLE I - MEMBERSHIP
SECTION 1. Any person, 16 years of age or older, interested in the objectives of this Society shall be eligible for membership in the Ontario & Western Railway Historical Society (a chapter - O & W - of the National Railway Historical Society) hereafter referred to as the "Society". No person under eighteen years of age is eligible for elected office.
SECTION 2. Applications for membership shall be accompanied by the correct amount of Society dues (prorated on a 1/2 year basis) as of the date of application, as well as the correct amount of National Railway Historical Society dues or proof of current membership in the NRHS. All applications for membership must be made on a form approved by the National Railway Historical Society.
SECTION 3. An applicant must be acceptable to both the Membership Committee, by majority ballot, and to the membership as a whole in open regular meeting, by majority viva-voce ballot. No applicant shall be denied membership on a basis of their sex, race, creed, or national origin.
SECTION 4. In the event a membership application is declined, the applicant's money will be returned. Any applicant whose membership has been declined is entitled to submit one other application.
SECTION 5. From time to time, the Society may wish to honor an outstanding person for membership in the Society. Candidates for honorary membership in the Society shall be nominated and properly seconded by the Board of Trustees. Any member of the Society can make a motion for consideration by the Board of Trustees. A suitable document attesting to this fact may only be awarded once a year during the Annual Society Banquet. Honorary members have no voting status in the Society.
SECTION 6. Life membership in the Society may be awarded to someone who has given outstanding service to the Society. The appointment of Life membership shall be at the discretion of the Board of Trustees. Life membership will include all rights and privileges of Regular membership.
SECTION 7. A Society member is any person fulfilling the requirements of voting these By-Laws, as outlined in Section 1, 2 and 3 of this Article.
ARTICLE II - DUES
SECTION 1. The dues of the National Railway Historical Society shall be the amount as stipulated by the National Board of Directors, of the National Railway Historical Society. All Society and NRHS memberships expire on December 31st of each calendar year. Members joining the Society and paying NRHS dues through the Society after July 1 of a calendar year may pay one-half of the annual National Railway Historical Society dues for the balance of the year of membership.
SECTION 2. Society dues are a levy separate and distinct from National Railway Historical Society dues, and the amount of Society dues shall be determined by the Board of Trustees and shall be ratified by a majority ballot of the Society's membership. Society dues will be prorated to new members as outlined in Section 1, Article II of these By-Laws.
ARTICLE III - ELECTED OFFICERS
SECTION 1. The elected officers of this Society shall consist of a president, vice president, secretary, treasurer, national director, and members of the board of trustees.
SECTION 2. The president shall be the presiding officer of the Society, serving as chairman at all meetings of the membership. The president shall be responsible for appointing all committees, standing or ad hoc and shall be a member ex-officio of all these committees.
SECTION 3. The vice president shall assume the duties of the president in the event of his absence, resignation, or death. The vice president shall have such duties as delegated to him by the president.
SECTION 4. The secretary shall fulfill the normal duties of a secretary, including keeping minutes, receiving and dispatching correspondence.
SECTION 5. The treasurer shall fulfill the normal duties of a treasurer and shall be responsible for submitting to the Board of Trustees an annual budget in November of each calendar year for their consideration.
SECTION 6. Pursuant to the constitution of the National Railway Historical Society, a separate election shall be held concurrent with the annual Society's election of officers for the position of National Director. This election shall conform in all respects to Article IV, Section 1, 2, and 3 of the By-Laws. He shall carry out the policies of the Board of Trustees, Society officers, and the Society membership regarding our relations with the NRHS and shall be the Society's representative to the NRHS. The secretary of the Society shall be responsible for notifying the corporate secretary of the NRHS of the Society's nominee for election to the National Board of Directors in October of each year.
ARTICLE IV - VOTING AND ELECTIONS
SECTION 1. Only Society members, as defined in Article I, Section 1, 2, and 3 of these By-Laws may vote on any matter of business or in any election of this chapter.
SECTION 2. Once in each calendar year, a general election of the Society's officers will be held by written ballot supplied to all members prior to the month of January. A nominations committee will be appointed and will give its recommendations for officers of the corporation and Society at least two regular meetings prior to the general election. Nominations from the floor will be accepted at the meetings preceding the regular meeting during which the general election is held. Notice of the general election, and a list of nominees for each office will be sent to the entire membership no less than twenty-one days prior to the general election.
SECTION 3. Election to the nominated office shall be determined by a simple majority of all the votes cast.
SECTION 4. All voting on the regular business presented to the Society's membership during regular meetings of the Society shall conform to Article V, Section 3 of these By-Laws.
ARTICLE V - MEETINGS
SECTION 1. The regular meetings of the Society's membership will be held at approximately monthly intervals, with no less than 10 regular meetings in each calendar year.
SECTION 2. A special meeting of the membership may be called for the purpose of conducting extraordinary business or on the occasion of an extraordinary event. A special meeting may be called by the president of the Society or by the petition of 10 members of the Society. At least fourteen days notice of a special meeting must be supplied to the membership, specifying the purpose, time, date and place of the meeting.
SECTION 3. By the provisions of these By-Laws, not less than 25 persons shall constitute a quorum for conducting all business of the Society, and only members will be tallied in a quorum call.
SECTION 4. Non-members are welcome to attend regular meetings of the Society as guests and spectators.
ARTICLE VI - COMMITTEES
SECTION 1. All committee chairmen shall be appointed by the president of the Society. He will accept recommendations for appointment to each respective committee. Committees are automatically dissolved at the end of each calendar year. Committees will be of two types, standing and ad hoc.
SECTION 2. The president of the Society shall have the responsibility of appointing such persons as he deems necessary to perform specific duties necessary to the Society's business.
ARTICLE VII - AMENDMENT OF THE BY-LAWS
SECTION 1. Pursuant to the Society's charter issued by the Regents of the University of the State of New York, amendments to these By-Laws may be made by a two-thirds majority vote of the Board of Trustees. Recommendations for changes to these By-Laws may be submitted to the board by the Society officers for their consideration.
ARTICLE VIII - DISSOLUTION
SECTION 1. In the event of dissolution, all the remaining assets and property of the corporation shall after necessary expenses thereof be distributed to such organizations as shall qualify under section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or, to another organization to be used in such manner as in the judgment of a Justice of the Supreme Court of the State of New York will best accomplish the general purposes for which this corporation was formed.