SECTION 1. NUMBER
The governing body of the Chessie System Historical Society shall consist of a Board of Directors of five (5) members, elected from, and by, the general membership of the society.
SECTION 2. QUALIFICATIONS
Directors shall be of the age of majority in this state. Other qualifications for directors of this corporation shall be as follows:
- A member in good standing
- Must be able to attend three out of four quarterly meetings either in person or via telecommunications.
SECTION 3. POWERS
The board shall have complete authority to operate the Society and conduct business on behalf of its members in accordance with these Bylaws.
SECTION 4. DUTIES
It shall be the duty of the directors to:
- Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
- Supervise all officers of the corporation to assure that their duties are performed properly;
- Meet at such times and places as required by these Bylaws.
SECTION 5. TERM OF OFFICE
Each director shall hold office for a period of two (2) years and until his or her successor is elected and qualifies. Two (2) positions of the Board are elected the same year the Officers are elected (odd numbered year) and three (3) members of the Board are elected in the even numbered year.
SECTION 6. PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation unless otherwise agreed to by the members of the board.
SECTION 7. REGULAR MEETINGS
Regular meetings of Directors shall be held in Winter, Spring, at the Annual Convention and Fall.
SECTION 8. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the President, the Vice-President, and the Secretary or by any two directors. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.
SECTION 9. QUORUM FOR MEETINGS
A quorum shall consist of five (5) of the members of the Board of Directors.
No business shall be considered by the Board at any meeting at any meeting at which the required quorum is not present.
Attendance at and participation in all meetings of the Board shall be open to all members of the Society in good standing, although voting shall be limited to the members of the Board.
SECTION 10. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
SECTION 11. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of, authorized directors is increased.
Any director may resign effective upon giving written notice to the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation.
Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.
Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.
SECTION 12. NONLIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 13. INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS
The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.
SECTION 14. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.