By-Laws
of the
Rio Grande Modeling and Historical Society
As adopted by the Board of Trustees
August 24, 2001
Amended by the Board of Trustees
August 11, 2018
ARTICLE I – NAME; OFFICES
The Rio Grande Modeling & Historical Society, a non-profit Corporation incorporated under the laws of the State of Colorado ("Society") shall maintain in the state of Colorado a registered office and a registered agent at such office and may have other offices within or without the state.
ARTICLE II – MEMBERS; DUES
Section 1. Classes of Members. The Society shall have four (4) classes of members. Members shall be both natural persons and otherwise, except with regard to Life Members and Honorary Life Members, who can only be natural persons. The designation of such classes and the qualifications of the members of such classes shall be as follows:
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- Regular Members. Those persons who pay the Annual Dues Rate.
- Sustaining Members. Those persons who pay membership dues of twice or more of the rate for regular members, to receive publications by first class mail.
- Life Members. Those persons, who are natural persons only, who pay a membership dues of ten or more times the rate for Regular Members.
- Honorary Life Members. Those persons, who are natural persons only, selected by the Board of Trustees in recognition of extraordinary efforts to preserve the history of the Denver & Rio Grande Western. Honorary life members are exempt from further dues.
Section 2. Becoming Members Of The Society; Duration of Membership. A person becomes a member upon payment of dues as described in Section 1 above. Membership of Regular and Sustaining Members shall be for a one-year period (4 issues). Life and Honorary Life Memberships shall be for the duration of the natural person’s life only.
Section 3. Annual Dues of Regular Members; When Payable; Refunds. The Board of Trustees may determine from time to time the amount of initiation fee, if any, and annual dues payable to the Society by Regular Members ("Annual Dues Rate"). The Board of Trustees shall determine when dues shall be payable. If a person ceases to be a member of the society, no portion of the dues paid by that member shall be refundable.
Section 4. Termination Of Membership due to Non-Payment. When any Regular or Sustaining Member of any class shall be in default in the payment of dues after sixty days from the beginning of the period for which such dues became payable, such person ceases to be a member of the society. Such termination of membership will be automatic, not requiring an affirmative vote of the Board of Trustees.
Section 5. Termination Of Membership by Vote of the Board of Trustees. The Board of Trustees, by affirmative vote of two-thirds of all the members of the Board, may suspend or terminate membership of a member for cause after an appropriate hearing. The Board of Trustees, in its sole discretion, shall determine such cause. The Board of Trustees, by a majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership.
Section 6. Resignation. Any member may resign by filing a written resignation with the Secretary, but such a resignation shall not relieve the members so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
Section 7. Reinstatement. Upon written request signed by a former member and filed with the Secretary, the Board of Trustees may by the affirmative vote of two-thirds of the members of the Board reinstate such a former member to membership upon such terms as the Board of Trustees may deem appropriate. However, if termination was due to failure to pay annual dues pursuant to Section 4 above and termination was not by Board vote pursuant to Section 5 above, then reinstatement is automatic.
Section 8. Transfer Of Membership. Membership in this Society is not transferable, descendible or assignable.
Section 9. Satisfaction of Disputes with Members. The Board of Trustees has the discretion to refund part or all of a member’s dues, as a remedy for any injustice or perceived injustice, for any injury or perceived injury, or other dispute or perceived dispute that a member may have with the Society. Such remedy may be administered by the Board of Trustees without regard to determination of whether an injustice, injury or other harm has in fact occurred, in the sole discretion of the Board of Trustees. However, the membership of such member will continue in effect as if the dues for that period had in fact been paid and not refunded.
ARTICLE III - BOARD OF TRUSTEES
Section 1. General Powers. The affairs of the Society shall be managed by its Board of Trustees.
Section 2. Number, Tenure And Qualifications. The number of Trustees may not fewer than three (3) or be increased no more than twelve (12) from time to time by amendment of this section. Each Trustee shall hold office for three years and until his successors shall have been elected and qualified. Trustees need not be residents of Colorado, but must be members of the Society.
Section 3. Election of Trustees. Election of Trustees to the Board shall be by a majority vote of the trustees, unless such election is put to the membership pursuant to Section 12 below. The election of the Trustees shall be rotated with three Trustees elected the first year, three Trustees elected the second year, and three Trustees elected the following year.
Section 4. Special Meetings. Special meetings of the Board of Trustees may be called by or at the request of a majority of Trustees. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meeting of the Board called by them.
Section 5. Notice. Notice of any special meeting of the Board of Trustees shall be given at least two weeks previous thereto by written notice to each Trustee at his address as shown by the records of the Society. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon paid. If notice is to be given by telegram, such notice shall be deemed delivered when the telegram is delivered to the telegraph company. Notice of any special meeting of the Board of Trustees maybe waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. The attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted and the purpose of any special meeting of the Board need be specified in the notice or waiver of notice of such meeting
Section 6. Quorum. A majority of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the Trustees are present at said meeting, a majority of the Trustees present may adjourn the meeting to another time without further notice.
Section 7. Manner Of Acting. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless the act of a greater number is required by statute, these by-laws, or articles of incorporation. Trustees cannot vote by proxy.
Section 8. Action Without Meeting. Any action required to be taken at a meeting of the Trustees of the Society, or any other action which may be taken at a meeting of the Trustees, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Trustees entitled to vote with respect to the subject matter thereof.
Section 9. Attendance By Telephone. Trustees may participate in any meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in the meeting shall constitute presence in person at the meeting. Meetings may also be held online via the Internet or other telecommunications vehicle.
Section 10. Vacancies. Any vacancy occurring in the Board of Trustees or any Trusteeship to be filled by reason of an increase in the number of Trustees shall be filled by a majority vote of the Board of Trustees unless the articles of incorporation, a statute, or these by-laws provide that a vacancy or Trusteeship so created shall be filled in some other manner, in which case such provision shall control. A Trustee elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 11. Compensation. Trustees shall not receive any stated salaries for their services, but by resolution of the Board of Trustees a fixed sum and expenses of attendance, if any, may be allowed for each regular or special meeting of the Board, provided that nothing herein contained shall be construed to preclude any Trustee from serving the Society in any other capacity and receiving reasonable compensation therefore.
Section 12. Issues Put To The Membership. From time to time, the Board of Trustees may put issues to the general membership for voting. The Board of Trustees shall determine, in its sole discretion, what issues should properly put to a vote.
ARTICLE IV - OFFICERS
Section 1. Officers. The officers of the Society shall be a president, one or more vice presidents (the number thereof determined by the Board of Trustees), a treasurer, a secretary, and such assistant treasurers, assistant secretaries or other officers as may be elected by the Board of Trustees. Officers whose authority and duties are not prescribed in these by-laws shall have the authority and perform the duties prescribed, from time to time, by the Board of Trustees. Any two or more offices may be held by the same person except the offices of president and secretary and the offices of the president and treasurer.
Section 2. Election And Term Of Office. The officers of the Society shall be elected annually by the Board of Trustees at the regular annual meeting of the Board of Trustees. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices shall be created and filled at any meeting of the Board of Trustees. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election of an officer shall not of itself create contract rights.
Section 3. Removal. Any officer elected to or appointed by the BOT may be removed by the BOT by a majority vote ( including by electronic means ), whenever in its judgment the best interests of the Society would be served thereby.
Section 4. President. The president shall be the principal executive officer of the Society. Subject to the direction and control of the Board of Trustees, he shall be in charge of the business and affairs of the Society: he shall see that the resolutions and directives of the Board of Trustees are carried into effect except in those instances in which that responsibility is assigned to some other person by the Board of Trustees; and, in general, he shall discharge all duties incident to the office of president and such other duties as may be prescribed by the Board of Trustees. He shall preside at all meetings of the members and the Board of Trustees. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Society or a different mode of execution is expressly prescribed by the Board of Trustees or these by-laws, he may execute on behalf of the Society and in the name of the Society any contracts, deeds, mortgages, bonds, or other instruments which the Board of Trustees has authorized to be executed, and he may accomplish such execution either under or without the seal of the Society and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the Board of Trustees, according to the requirements of the form of the instrument.
Section 5. Vice President. The vice president shall assist the president in the discharge of his duties as the president may direct and shall perform such other duties as from time to time may be assigned to him by the president or in the event of his inability or refusal to act, the vice president shall perform the duties of the president and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Except in those instances in which the authority to execute is expressly delegated to another officer or agent of the Society or a different mode of execution is expressly prescribed by the Board of Trustees or these by-laws, the vice president my execute for the Society any contracts, deeds, mortgages, bonds or other instruments which the Board of Trustees has authorized to be executed, and may accomplish such execution either under or without the seal of the Society and either individually or with the secretary, any assistant secretary, or any other officer thereunto authorized by the Board of Trustees, according to the requirements of the form of the instrument.
Section 6. Treasurer. The treasurer shall be the principal accounting and financial officer of the Society. He shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the Society;(b) have charge and custody of all funds and securities of the Society, and be responsible therefore, and for the receipt and disbursement thereof; and(c) perform all the duties incident to the office of treasurer and such other duties from time to time may be assigned to him by the president or by the Board of Trustees. If required by the Board of Trustees, the treasurer shall give bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Trustees determine. The Bond shall be paid or payable upon the determination of an outside, duly licensed independent CPA auditor, of irregularities and loss of funds and no criminal or civil action must be brought to secure payment from the surety.
Section 7. Secretary. The secretary shall record the minutes of the meetings of the members and of the Board of Trustees in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; keep a register of the post office address of each member which shall be furnished to the secretary by such member; and perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the Board of Trustees.
ARTICLE V – COMMITTEES
Section 1. Committees Of Trustees. The Board of Trustees, by resolution adopted by a majority of the Trustees in office, may designate one or more committees, each of which shall consist of two or more Trustees, which committees, to the extent provided in said resolution and not restricted by law, shall have and exercise the authority of the Board of Trustees in the management of the Society; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Trustees, or any individual Trustee, of any responsibility imposed upon it or him by law.
Section 2. Other Committees. Other committees not having and exercising the authority of the Board of Trustees in the Society may be designated by a resolution adopted by a majority of the Trustees present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the Society, and the president of the Society shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Society shall be served by such removal.
Section 3. Terms Of Office. Each member of the committee shall continue as such until the next annual meeting of the members of the Society and until his successor is appointed, unless the committee shall sooner be terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 4. Chairman. One member of each committee shall be appointed chairman.
Section 5. Vacancies. Vacancies in the membership of any committee may be filled by made in the same manner as provided in the case of the original appointments.
Section 6. Quorum. Unless otherwise provided in the resolution of the Board of Trustees designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
ARTICLE VI - CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts. The Board of Trustees may authorize any officer or officers, agent or agents of the Society, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society, shall be signed by the Treasurer, in such manner as shall from time to time be determined by resolution of the Board of Trustees. In the absence of such determination by the Board of Trustees, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice president of the Society.
Section 3. Deposits. All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies, or other depositories as the Board of Trustees may select and are in compliance with 501(c)(3) rules and properly insured.
Section 4. Gifts. The Board of Trustees or officers of the Society may accept on behalf of and in the name of the Society any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Society.
ARTICLE VII - CERTIFICATES OF MEMBERSHIP
Section 1. Certificates Of Membership. No membership certificates of the Society shall be required. The Board of Trustees may provide for the issuance of certificates evidencing membership in the Society which shall be in such form as may be determined by the Board. If any certificate shall become lost, mutilated, or destroyed, a new certificate may be issued therefore upon such terms and conditions as the Board of Trustees may determine. The certificate shall be in the form of a membership card issued to each member elected to membership.
Section 2. Issuance Of Certificates. When a member has been elected to membership and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in his name and delivered to him by the secretary, if the Board of Trustees shall have provided for the issuance of certificates of membership under the provisions of Section 1 of this article.
ARTICLE VIII - BOOKS AND RECORDS
Section 1. Books and Records. The Society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Trustees, and committees having any of the authority of the Board of Trustees, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Society may be inspected by any member, or his agent or attorney for any purpose at any reasonable time and must meet generally accepted accounting principles and subject to 501(c)(3) regulations and subject to independent audit.
Section 2. Fiscal Year. The fiscal year of the Society shall be a calendar year (January 1 through December 31).
ARTICLE IX – AMENDMENTS
The power to alter, amend, or repeal the by-laws or adopt new by-laws shall be vested in the Board of Trustees. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given, and shall be by unanimous vote of all Trustees.
ARTICLE X - RESTRICTIONS ON INCOME AND ASSETS
No part of the net earnings of the Society shall inure to the benefit of, or be distributed to, its members, trustees, officers, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 5 of the Articles of Incorporation of the organization. No substantial part of the activities of the Society shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Society shall not participate in, or intervene in (including the publishing and distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision for these articles, the Society shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
ARTICLE XI – DISSOLUTION
Upon the dissolution of the Society, the Board of Trustees shall, after paying or making provision for the payment of all the liabilities of the Society, dispose of all the Society exclusively for the purposes of the Society in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the 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 Court of Common Pleas of the county in which the principal office of the Society is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XII - MISCELLANEOUS PROVISIONS
Section 1. Indemnification. The Society, by a majority vote of the Board of Trustees, shall have the power to indemnify a Trustee, officer, employee, or agent in relation to any liability asserted against that individual for actions taken for and on behalf of the Society, as determined by the Board of Trustees.
Section 2. Counterparts. Actions taken in writing, pursuant to Article III, Section 8 above, may be executed in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart.
Section 3. Waiver Of Notice. Whenever any notice is required to be given under the provisions of the General Not For Profit Corporation Act of Colorado or under the provisions of the articles of incorporation or the by-laws of the Society, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section 4. Construed in Accordance with Governing Law. Should these By-Laws be found to contain any provisions for the regulation and management of the affairs of the Society, which are inconsistent with governing federal, state or local laws, such provisions shall be construed as if the offending language were of no effect. Each provision of these By-Laws shall be considered severable, and if for any reason, any provision or provisions herein are determined to be invalid or contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of these By-Laws, which are valid.
Section 5. Terms. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person in the context may require.
Section 6. Applicable Law. All questions concerning the construction, Validity and interpretation of this Agreement and the performance of the obligations imposed by these By-Laws shall be governed by the law of the State of Colorado, and by the law of the State of Colorado, where such law is not inconsistent with the law of the State of Colorado.
