BY-LAWS of the MILWAUKEE ROAD HISTORICAL ASSOCIATION, INC.
The Milwaukee Road Historical Association provides the opportunity for membership and participation to any interested person and does not discriminate against any person on the basis of race, religion, ethnic origin, physical capabilities, gender or sexual orientation.
Adopted by mail ballot preceding the June 1992 Annual Meeting of Members.
ARTICLE I - NAME AND PURPOSE
1. The full legal name of this organization is MILWAUKEE ROAD HISTORICAL ASSOCIATION, INC.
In a shortened version, the organization is also known as MRHA, Inc.
, or MRHA
2. The purposes of MRHA
, as set forth by its founders, are:
A. To collect, catalog, maintain, and preserve items of historical interest pertaining to the Chicago, Milwaukee, St. Paul & Pacific Railroad (commonly known as The Milwaukee Road), and its predecessor companies.
B. To prepare, edit and publish publications of all types related to The Milwaukee Road.
C. To encourage the exchange of ideas and information among those interested in The Milwaukee Road.
D. To promote fellowship among those interested in The Milwaukee Road.
E. To acquire by gift, purchase, lease, or otherwise and to own, hold, enjoy, operate, maintain; and to convey, sell, lease transfer, mortgage, and otherwise encumber; and to dedicate for public use and/or dispose of real and personal property wherever situated.
F. To provide otherwise, adequate means, for maintenance, whether repair, financial or replacement, upkeep, control, and use of all property, whether real or personal, owned by MRHA, Inc.
G. To pay necessary taxes, assessment and other expenses.
H. To levy and collect annually, or at such other times as deemed appropriate by the Trustees, such dues and/or assessments as may be necessary in the judgment of the Board of Trustees to carry out any and all of the purposes for which MRHA, Inc. is formed; and to expend such monies so collected in accordance with the By-Laws of MRHA, Inc., for the payment of the costs, expenses and obligations incurred by MRHA, Inc., in carrying out any and all said purposes.
I. To do any and all acts legal and permissible under the Laws of the State of Wisconsin including but not limited to the foregoing in order to carry out the purposes.
J. All the foregoing purposes and/or powers are to be exercised and carried into effect for the benefit of the members of the MILWAUKEE ROAD HISTORICAL ASSOCIATION.
ARTICLE II - MEMBERSHIP AND DUES
1. There shall be four classes of membership in MRHA, Inc
. as follows:
A. Regular Membership: Any natural person, corporation, unincorporated business or association interested in The Milwaukee Road may become a Regular member upon application to the Treasurer, and payment of current dues.
(1) Dues will be established by majority vote at the Annual Meeting of Members, to be effective January 1 of each following year, and will remain at those amounts until changed at any subsequent Annual Meeting of Members.
B. Sustaining Membership: Any natural person, corporation, unincorporated business or association interested in The Milwaukee Road may become a Sustaining member upon application to the Treasurer and the payment of twice the current dues established for Regular membership per year. Sustaining members may contribute greater amounts voluntarily.
C. Honorary Membership: As recognition of special service to MRHA, any person may be elected as an Honorary member by a vote of the majority of the Board of Trustees.
D. Spouse Membership: The spouse of any MRHA regular or sustaining member may become a member of MRHA by paying a $5.00 spouse membership fee. The spouse member will have all the privileges of MRHA membership but will not receive the 4 quarterly TMR magazines. An additional charge of $5.00 is required to receive a sustaining members pin.
2. The benefits and obligations of all classes of membership will be identical as set forth in these By-Laws with the exception that Honorary members shall not be required to pay dues.
3. Membership, other than Honorary, shall be on a calendar year basis, and shall expire on the first day of January each year unless that year's dues have been paid.
4. Each member shall receive as part of dues benefits, such material as may be issued as the budget permits.
5. Theft of, or damage to, railroad property by a member or by an applicant for membership shall be sufficient cause for the Board of Trustees to terminate a membership or deny a membership application.
6. Membership in the foregoing corporation shall not be restricted in any way. Nor shall it be restricted in any way on the basis of race, sex, creed or national origin.
ARTICLE III - MEETINGS
1. There shall be one Convention and regular Business meeting annually. Bids for the time and place of the Convention for following years will be received by the Board of Trustees at any of their meetings. The Trustees invite suggestions from all members, but the Board of Trustees, alone, will determine the location of the Convention.
2. The purpose of this Convention shall be as follows:
A. To receive reports chairmen. from officers and committee
B. To install the elected officers for the following year. The installation shall be the first order of new business.
C. To discuss other matters pertaining to MRHA, Inc.
3. Additional meetings may be called by the President upon two weeks' written notice to all members of the Board of Trustees, or upon written notice signed by a majority of the Board.
4. Parliamentary law as set forth in Robert's "Rules of Order" shall govern all meetings of MRHA, Inc
ARTICLE IV - NOMINATIONS AND ELECTIONS
1. The president shall name a Nominating/Election Committee consisting of at least three members, none of whom may be the President or Vice President. Neither of these officers shall be permitted to sit with this committee during its deliberations. One member shall be appointed by the President as Chairman. The committee shall attempt to name two candidates for each office, secure the written consent of each, and provide information on the qualifications and previous service of each with the ballot.
2. Ballots shall be compiled and mailed by the Secretary, or Chairman of the Nomination/Election Committee, not later than May first (1st), to all members at their last known address. An addressed reply envelope or instructions as to where the ballots are to be sent shall indicate that, to be counted, ballots must be received no later than ten days prior to the Annual Meeting.
3. The Nominating/Election Committee (none of them candidates) shall meet to tally and report all ballots received. Ballots will be reported in the following manner:
A. All ballots shall remain sealed until time for the tally.
B. All ballots shall be classified as legal, or ineligible by reason of tardiness or improper marking.
C. Legal ballots shall be tallied with votes in favor for each office, and "yeas" and "nays" for each question presented.
D. Not later than the Trustees' Meeting in connection with, and prior to, the Annual Meeting of Members, the Committee shall submit a written report to the President with a copy to the Secretary, which shall contain the following information:
(1) Total ballots received.
(2) Number of legal ballots.
(3) Number of ineligible ballots, with reasons for ineligibility.
(4) Number of votes for each candidate, arranged by office.
(5) Results of ballot questions.
(6) Certification of report, confirmed by the signature of each committee member.
ARTICLE V - VOTING
1. Only members in good standing (current dues paid) shall be entitled to vote.
2. All matters involving the policies of MRHA, Inc
. as the Board of Trustees shall decide, amendments to these By-Laws, and election of officers, shall be submitted to the general membership for a direct mail vote. The By-laws may also be amended at the Annual Business Meeting under provisions of Article IX - BY-LAW, Section 2.
3. A two-thirds majority of the votes cast on a question shall be necessary to amend these By-Laws.
4. In the election of officers the candidates receiving largest number of votes for any given office shall declared the winner. In the case of a tie, a Majority the incumbent Board of Trustees shall have the right cast the deciding vote.
5. On all other matters to be voted upon, whether in person or by mail, a simple majority of the votes cast will suffice the question, unless otherwise noted specifically in these By-Laws.
6. Only members residing within the geographical limits of each area of MRHA, Inc
. as defined for a Division shall vote for the office of Superintendent of that Division.
7. All ballots received shall be retained by the Election Chairperson, or the Secretary, for a period of one year from the date of the close of the elections, at which time they may be destroyed.
ARTICLE VI - OFFICERS AND TRUSTEES
1. The officers of MRHA, Inc.
shall consist of the following:
B. Vice President
2. The terms of office for the the President, Vice President, Secretary and Treasurer shall begin on the day of the Annual Business Meeting following their election, and shall run to the day of the second next Annual Business meeting.
3. The President and Vice President shall be elected in odd-numbered years. The Secretary and Treasurer shall be elected in even-numbered years.
4. The duties of the elected officers shall be:
A. President: The President shall preside at all meetings of the Trustees and of the Members; he/she shall sign all contracts or other instruments in writing authorized by the Board of Trustees; he/she shall call special meetings of the Trustees or of the Members whenever he/she deems it necessary; he/she shall have and exercise, under the direction of the Board of Trustees, the general supervision of the affairs of the MRHA, Inc.
The President shall be responsible for enforcing the By-Laws and any rules and regulations established by the Board of Trustees, and levying such penalties as he/she deems necessary. He/she shall appoint various committees, as needed, to effect plans or handle other matters. In the event of a tie vote on any matter before the board the President shall cast the deciding vote.
B. Vice President: The Vice President shall preside at all meetings in the absence of the President, and in the case of the absence or disability of the President, shall perform all other duties of the President which are incidental to his/her office.
C. Secretary: The Secretary shall issue all notices and shall attend and keep up the minutes of all meetings; he/she shall have charge of all books, records and papers; he/she shall be the custodian of all written contracts of MRHA, Inc., and shall perform all such duties as are incidental to his/her office.
D. Treasurer: The Treasurer shall keep, safely, all monies and securities of MRHA, Inc. and disburse the same under the direction of the Board of Trustees. He/she shall cause to be deposited all funds of MRHA, Inc. in a bank selected by the Trustees. At each Annual Meeting of the Members, and at any time directed by the Trustees, he/she shall issue and present a full statement showing in detail the condition of the affairs of the Association. He/she shall assemble projected expenses and furnish the Board with a budget for the coming calendar year at each Annual Business Meeting. He/she shall maintain membership records, bill members for dues, and issue membership cards.
E. The Executive Council, by majority vote, may combine the offices of Secretary and Treasurer.
5. The Executive Council officers of MRHA, Inc.
, Superintendents shall consist of the duly elected excluding the Division
6. The general management of MRHA, Inc.
shall be vested in the Executive Council, and their actions shall be subject to review by the Board of Trustees.
7. The Board of Trustees of MRHA, Inc.
shall consist of the four elected officers, all division superintendents, (Ex officio) and any duly appointed committee chairman so designated. Various committee's shall be created to fulfill specific purposes within MRHA. Example's of such committee's are, but shall not be limited to, convention chairman, modeling coordinator, TMR sales representative, election committee chairman. The Board of Trustees of MRHA shall create these specific committee's when deemed necessary. However, when it becomes apparent that a specific committee is no longer necessary or active the board shall abolish the committee and the committee chairman will no longer serve as a member of the board. Each member of the board will have one vote, including those board members holding two positions in his/her Division at least thirty (30) days prior to the date of the meeting.
C. The Division may create its own By-Laws, not in conflict with MRHA By-Laws, elect its own officers, and charge its own dues. Each member of a Division must also be a member of MRHA, Inc.
, and any dues charged by the Division shall be in addition to national dues.
D. The Division Superintendent shall serve, ex-officio, on the Board of Trustees, as required by Article VI, Section 7, as the representative of the Division from which elected, and will make known to the Trustees the interest of the members of that division, and will make known to those members the actions of the Trustees.
2. Nothing herein shall prevent an individual from becoming a member of MRHA, Inc. without joining the Division wherein he or she resides.
3. The Board of Trustees of MRHA, Inc. shall have final authority over all matters relating to Divisions, including setting of boundaries or consolidations of any Divisions set up under this article.
ARTICLE VIII - OFFICE MANAGER
1. The Executive Council shall contract under such terms and conditions as deemed advisable from time to time for the services of an office manager to perform the routine duties of MRHA, Inc.
2. The contract with the Office Manager may extend from a term longer than one year, but not to exceed two years. The contract shall specify an expiration date of July 31, and shall be subject to renewal at the discretion of the Executive Council not more than ninety (90) days prior to termination.
3. The Office Manager shall act as agent for the Secretary and the Treasurer in carrying out duties related to the mem6ership.
ARTICLE IX - BY-LAWS
1. These By-Laws shall be established and adopted by MRHA, Inc.
for its own government and that of its members, trustees, and officers.
2. These By-Laws may be amended by a two-thirds majority vote of those members in attendance at the Annual Meeting of Members, or by special mail ballot distributed to all members. With a mail ballot, a two-thirds majority of the ballots returned will be needed to carry an amendment. With either method of voting, all members must be provided with full particulars at least ten (10) days prior to the Annual Meeting of Members or with each mail ballot.
ARTICLE X - INITIATIVE AND REFERENDUM
1. The membership shall have the right to have any action taken by the Board placed upon the ballot at the next following election by petition as provided in these By-Laws.
2. The membership shall have the right to have any proposition submitted to the membership for a vote at any election by petition as provided herein.
3. A two-thirds majority of the votes received on actions or propositions mentioned in Section 1 or Section 2 hereof shall be necessary to adopt such action or propositions.
4. Petitions from the membership may be submitted by any group of fifteen (15) or more members. They shall direct their petition to the Board of Trustees and address it to the Secretary for consideration at the next Board Meeting.
ARTICLE XI - DISSOLUTION
In the event of dissolution of MRHA, Inc.
, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of MRHA, Inc
., dispose of all of the assets of MRHA, Inc., including funds remaining in the Treasury, to the Illinois Railway Museum (IRM) Milwaukee Road Building Fund or to IRM for upkeep and maintenance of Milwaukee Road Locomotives and rolling stock (50%), Milwaukee Heritage Center at Montevideo, MN. (25%), Cle Elum Depot Group, South Cle Elum, WA. (15%), Milwaukee Road Archives of the Central Public Library of the City of Milwaukee, Wisconsin specifically for the enhancing, maintaining, and preserving of the Milwaukee Road Archives (a. k. a. The Milwaukee Road "Collection") and not for any other purpose by the Library (10%). In the event the above mentioned entities are no longer in existence at the time of such dissolution, the assets of MRHA, Inc
. shall then be disposed of exclusively for the purposes of MRHA, Inc
. in such manner, or to such organization or organizations (such as the State Historical Society of Wisconsin-which is cited here as an example), organized and operated exclusively for the charitable or educational purposes as shall at that time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the ... (blank) ... Court in which the principal place of business of MRHA, Inc
. is then located, exclusively for such purposes of to such organization, or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.
These By-Laws were rewritten by Harold Kronwall and Jim Scribbins in May of 1986 and accepted by a mail ballot of the members of MRHA, Inc
. preceding the June 1986 Annual Meeting of Members.
These By-Laws were amended by a mail ballot of the members of MRHA, Inc
. preceding the June 1992 Annual Meeting of Members. These By-Laws were retyped by Debra L. Montague, editor of The Milwaukee Railroader, publication of MRHA, Inc
. in December 1992 and copies of said By-Laws were made available to all members of the Board of Trustees after this date.
These By-Laws were amended by a mail ballot of the members of MRHA, Inc
. preceding the June 1994 Annual Meeting of Members. These By-Laws were retyped by Barbara Danz in June 1995 and copies of said By-Laws were made available to all members of the Board of Trustees after June 22, 1995.
These By-Laws were amended by a mail ballot of the members of MRHA, Inc
. preceding the June 1995 Annual Meeting of Members. These By-Laws were retyped by Barbara Danz in September 1995 and copies of said By-Laws were made available to all members of the Board of Trustees after September 16, 1995.
These By-Laws were amended by ballot of the members at the Annual Meeting of Members in 2003 and also by mail ballot of members of MRHA, Inc. preceding the June 2004 Annual Meeting of Members. These By-Laws were retyped by Carolyn Helms in September 2004 and copies of said By-Laws were made available to all members of the Board of Trustees after September 2004.
These By-Laws replace entirely any and all proceeding By-Laws of MRHA, Inc
., Updated by vote June 2007.
The original copy of these By-Laws has been placed with the Secretary of MRHA, Inc
. for safe-keeping.
Respectfully submitted this 15th day of August 2012
MRHA, Inc. By-Laws