BY-LAWS OF THE
NORFOLK & SOUTHERN HISTORICAL SOCIETY, INCORPORATED
As Adopted on April 20, 2002
Article 1
Names and Purposes
Section 1 - Name, Location, and Official Seal:
The name of the organization is the Norfolk & Southern Historical
Society, Inc., incorporated under the laws of the State of North Carolina
and hereinafter referred to as the Society. The principal office and place
of business is at 2222 West Club Boulevard, Durham, Durham County, North
Carolina. The corporation may also have offices at such other places as
the Board of Directors may from time to time appoint or the purposes of
the corporation may require. The official seal adopted by the Board of
Directors is kept by the Secretary and shall be affixed to all legal documents
or transactions as required.
Section 2 - Purposes and Objectives:
The Society is organized to secure and study the history of, and educate
the public about the history of, the original Norfolk (&) Southern
Railroad/Railway as a charitable and educational organization within the
meaning of Sections 501 (c) (3), and to receive gifts which qualify under
Section 170, of the Internal Revenue Code of 1986, or the corresponding
provisions of any future United States Internal Revenue Code.
Section 3 - Limitations:
The Society shall not carry on any activity prohibited by an organization
exempt from federal income tax under Section 501 (c) (3) of the Internal
Revenue Code of 1986 or the corresponding provision of any future United
States Internal Revenue Code, or any activity prohibited by an organization,
contributions to which are deductible under Section 170 (c) (2) of the
Code. No part of the net earnings of the Society shall inure to the benefit
of, or be distributed to, its members, directors, 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 Article
1, Section 2. The avoidance of conflict of interest shall be a guiding
principle in all Society endeavors. 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 or distribution of statements)
any political campaign on behalf of any candidate for public office.
Section 4 - Fiscal Year:
The Society's fiscal year is January 1 to December 31,
inclusive, unless otherwise defined by the Board of Directors.
Section 5 - Existence:
It is the intent of this Society that it have perpetual existence. In
the event of dissolution of the Society, either voluntary or involuntary,
all assets and property which remain after the discharge of the Society's
liabilities shall be paid over or distributed by the Board of Directors
to a like organization operating in the State of North Carolina, as determined
by the Board of Directors in its sole discretion, and shall be used or
distributed for no other object or purpose whatsoever; provided, however,
that any such organization must be exempt from federal income taxes under
Section 501 (c) (3) of the Internal Revenue Code, as amended. Any such
assets not so disposed of shall be disposed of by the Superior Court of
the county in which the principal office of the corporation is then located,
exclusively for such purposes or to such organizations, such as the court
shall determine, which are organized and operated exclusively for such
purposes.
Article 2
Board of Directors
Section 1 - Number and Composition:
The Board of Directors, hereinafter referred to as the Board, shall be
composed of seven (7) voting members as follows:
Seven (7) Directors shall be elected for three-year terms with two, two,
and three of the terms expiring on the last day of each fiscal year, respectively.
Their successors shall be elected by a majority vote of the voting Directors
present and voting at the annual meeting. The founding Board, after adoption
of these by-laws, shall draw lots for two, two, and three terms of three,
four and five years, respectively, to establish a rotation. A slate of
Director candidates shall be chosen by the Nominations Committee of the
Board.
Section 2 - Terms of Office:
Each Director shall serve a term of three (3) years.
Section 3 - Meetings and Procedural Rules:
The annual meeting of the Society shall be the Spring meeting. The Board
shall meet at such other times as the presiding officer shall deem necessary.
A special meeting may be called at any time by the President of the Board
or upon the written request of any three (3) Directors. The nature of
the meeting shall be stated in the notice. Robert's Rules of Order governs
the conduct of business.
Section 4 - Quorum:
More than 50% of the voting Directors in office shall constitute a quorum.
Section 5 - Informal Action by Directors or Committees:
Action taken by a majority of the Directors or members of a committee
without a meeting is nevertheless Board or committee action if written
consent to the action in question is signed by all the Directors or members
of the committee, as the case may be, and filed with the minutes of the
proceedings of the Board or committee, whether done before or after the
action so taken. If a meeting of Directors otherwise valid is held without
proper call or notice, action taken at such meeting otherwise valid is
deemed ratified by a Director who did not attend unless promptly after
having knowledge of the action taken and of the impropriety in question
he files with the Secretary of the Society his written objection to the
holding of the meeting or to any specific action so taken. Any one (1)
or more Directors or members of a committee may participate in a meeting
of the Board or committee by means of a conference telephone or similar
communications device which allows all persons participating in the meeting
to hear each other and such participation in a meeting shall be deemed
presence in person at such meeting.
Section 6 - Powers and Duties:
The Board of Directors may exercise all power and authority of the Society
and carry out such legal acts and duties for the furtherance of the aims
of the Society and transaction of its affairs as are not prohibited by
statute, this Constitution or by the Certificate of Incorporation. The
Board may employ such accountants as it deems advisable for the proper
verification of all accounts and require an officer of the Society to
carry such bonds as it deems advisable. Each Director shall discharge
his duties as a Director, including his duties as a member of a committee,
in good faith, with the care an ordinarily prudent person in a like position
would exercise under similar circumstances, and in a manner the Director
reasonably believes to be in the best interest of the corporation.
Section 7 - Remuneration:
No Directors shall be paid any salary by the Society.
Section 8 - Members:
The Directors shall be the members of the Society, and their meetings
shall constitute meetings of the members of the Society.
Section 9 - Director's Conflict of Interest:
Any corporate transaction in which a Director has a direct or indirect
interest must be authorized, approved, or ratified in good faith by a
majority, not less than two (2), of the Directors who have no direct or
indirect interest in the transaction even though less than a quorum; provided,
however, no such transaction shall be authorized, approved, or ratified
by a single Director. For purposes of this Section, a Director has an
indirect interest in a transaction if:
(a) Another entity in which he has a material financial interest or in
which he is a general partner is a party to the transaction; or
(b) Another entity of which he is a director, officer, or trustee is
a party to the transaction and the transaction is or should be considered
by the Board.
Section 10 - Certain Director Liability:
In addition to other liabilities imposed by law upon directors, a Director
shall be subject to the following liabilities:
(a) All Directors who vote for or assent to any distribution of assets
of the corporation contrary to any lawful restrictions in the North Carolina
Nonprofit Corporation Act (the "Act"), the Articles of Incorporation,
or these by-laws, shall be jointly and severally liable to the corporation
for the amount of the distribution that exceeds what could have been distributed
without violating such restrictions.
(b) All Directors who vote for or assent to the making of any loan or
guaranty or other form of security by the corporation to or for the benefit
of the Directors or officers of the corporation, or any of them, except
loans, guaranties or other forms of security made to full-time employees
of the corporation who are also Directors or officers of the corporation
and which were made in accordance with Section 6 of this Article, and
this Section, shall be jointly and severally liable to the corporation
for the repayment or return of the money or value loaned, with interest
thereon at the legal rate until paid, or for any liability of the corporation
upon the guarantee.
(c) A Director shall not be liable under the provisions of subparagraphs
(a) and (b), above, if he performed his duties in compliance with Section
6 of this Article or (unless his actual knowledge concerning the matter
in question makes such reliance unreasonable) he relied on information,
opinions, reports, or statements, including financial statements and other
financial data, if prepared or presented by (1) one or more officers or
employees of the corporation whom the Director reasonably believes to
be reliable and competent in the matters presented; (2) legal counsel,
public accountants, or other persons as to matters the Director reasonably
believe are within their professional or expert competence; or (3) a committee
of the Board of which he is not a member if the Director reasonably believes
the committee merits confidence.
Section 11 - Officer, Director, Employee, and Agent
Indemnification:
(a) Each person who was or is a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
and whether formal or informal (hereinafter, a "proceeding"
and including without limitation, a proceeding brought by or on behalf
of the corporation itself), by reason that he is or was a Director, officer,
employee or agent of the corporation, or is or was serving at the request
of the corporation as a Director, officer, partner, trustee, employee
or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise, or as a trustee or administrator under
an employee benefit plan, where the basis of such proceeding is alleged
action in an official capacity as Director, officer, employee or agent
or in any other capacity while serving as Director, officer, partner,
employee, agent, trustee or administrator, shall be indemnified and held
harmless by the corporation to the fullest extent authorized by the North
Carolina Nonprofit Corporation Act of 1994 (the "Act") as the
same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the corporation
to provide broader indemnification rights than the Act permitted the corporation
to provide prior to such amendment) against all expense, liability and
loss (including attorneys' fees, judgments, fines, excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered
by such person in connection therewith, and such indemnification shall
continue as to a person who has ceased to serve in the capacity that initially
entitled such person to indemnification hereunder and shall inure to the
benefit of his heirs, executors and administrators; provided, however,
that the corporation shall indemnify any such person seeking indemnification
in connection with a proceeding (or part thereof) initiated by such person
only if such proceeding (or part thereof) was authorized by the Board.
(b) The right to indemnification conferred in this subparagraph (a) above
shall be a contract right and shall include the right to be paid by the
corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Act
so requires, the payment of expenses incurred by a Director, officer,
employee or agent in his capacity as such (and not in any other capacity
in which service was or is rendered by such person while a Director, officer,
employee, or agent including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding shall
be made only upon delivery to the corporation of an undertaking, by or
on behalf of such person, to repay all amounts so advanced if it shall
ultimately be determined that such person is not entitled to be indemnified
under this Section or otherwise.
(c) If a claim under subparagraphs (a) and (b) above hereof is not paid
in full by the corporation within ninety (90) days after a written claim
has been received by the corporation, the claimant may at any time thereafter
bring suit against the corporation to recover the unpaid amount of the
claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense
to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the corporation) that the claimant has not met the standards
of conduct which make it permissible under the Act for the corporation
to indemnify the claimant for the amount claimed, but the burden of proving
such defense shall be on the corporation. Neither the failure of the corporation
(including its Board or independent legal counsel) to have made a determination
prior to the commencement of such action that indemnification of the claimant
is proper in the circumstances because he has met the applicable standard
of conduct, set forth in the Act, nor an actual determination by the corporation
(including its Board or independent legal counsel) that the claimant has
not met the applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met the applicable
standard of conduct.
(d) The right to indemnification and the advancement and payment of expenses
conferred in this Article shall not be exclusive of any other right which
any person may have or hereafter acquire under any law (common or statutory),
the Articles of Incorporation, these bylaws, any agreement, the vote of
disinterested Directors, or otherwise.
(e) The corporation may maintain insurance, at its expense, to protect
itself and any person who is or was serving as a Director, officer, employer
or agent of the corporation or is or was serving at the request of the
corporation as a Director, officer, partner, trustee, employee or agent
of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan, or other enterprise against any liability
asserted against and incurred by that person in any such capacity, or
arising out of his status as such, whether or not the corporation would
have the power to indemnify that person against such liability under the
Act.
(f) If this Article or any portion hereof shall be invalidated on any
ground by any court of competent jurisdiction, then the corporation shall
nevertheless indemnify and hold harmless each Director, officer, employee
and agent of the corporation, as to costs, charges and expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement with
respect to any action, suit or proceeding, whether civil, criminal, administrative
or investigative to the full extent permitted by any applicable portion
of this Article that shall not have been invalidated and to the full extent
permitted by applicable law.
Section 12 - Removal of Directors:
Any Director, whether or not an officer, may be removed from the Board
of Directors, including removal from any office held, by the affirmative
vote of two-thirds of the Directors at any regular or special meeting
called for that purpose, for conduct detrimental to the interests of the
corporation, for lack of sympathy with its objectives, or for refusal
to render reasonable assistance in carrying out its purposes. Any such
Director proposed to be removed shall be entitled to at least five (5)
days' notice in writing by registered mail of the meeting at which such
removal is to be voted upon and shall be entitled to appear before and
be heard at such meeting.
Article 3
Officers
Section 1 - Title of Officers:
The officers of the Board shall consist of a President, a Vice President,
a Secretary and a Treasurer. The President and Vice President shall be
nominated by the Nominations Committee from the Directors and elected
by the Directors of the Society. The Secretary and the Treasurer shall
be appointed by the President from the Directors and confirmed by the
Board.
Section 2 - Election of Officers and Terms of Office:
The President and Vice President shall be elected by the Board at the
annual meeting for a term of two years, and the Nominating Committee may
choose to have the officers succeed themselves. An officer shall hold
office until a successor is appointed or elected. Other officers will
be appointed by the President and confirmed by the Board.
Section 3 - Duties of the President:
The President shall preside at all meetings of the Board and have all
powers and duties incident to such office. The President shall conduct
and have charge of the affairs of the Society subject to approval of a
majority of the Board; and shall submit, with the annual report, recommendations
of the conduct of the affairs of the Society for the following year. In
the event of a vacancy among the Directors, the President shall have the
authority to appoint a person to fill the unexpired term. The President
shall appoint the Chair of each Committee, as well as the Directors to
serve on each Committee.
Section 4 - Duties of the Vice President:
In the absence of the President, the Vice President shall preside at
any meeting of the Board and otherwise perform the duties of the President.
In the event that the Office of President shall become vacant for any
reason, the Vice President shall assume the duties of the President until
the next meeting of the board, at which time a successor President shall
be elected to complete the unexpired term. In the event the office of
Vice President becomes vacant for any reason, the President shall select
a Director to fill the vacancy until the next meeting, at which time a
successor Vice President shall be elected to fill the unexpired term.
Section 5 - Duties of the Secretary:
The Secretary shall be responsible for the minutes of all meetings of
the Board, shall give notice of all meetings, shall keep all records and
papers of the Society, and shall conduct the general correspondence and
such special communications as directed by the President. The Secretary
shall perform other duties as the Directors may prescribe.
Section 6 - Duties of the Treasurer:
The Treasurer shall be responsible for the disbursement of funds. The
Treasurer shall have charge of all finances of the Society, under the
direction of the Board, and shall keep accurate accounts of all receipts
and disbursements, and shall make a detailed report at the annual meeting
of the Board. The Treasurer is authorized to establish bank accounts for
the Society, and is authorized to prepare tax returns for the Society
in the event they should become necessary. In the event the Treasurer
is unable to perform his or her duties, the President, Vice President
or Secretary, in that order of precedence, are authorized to perform the
duties of the Treasurer. The Treasurer shall perform other duties as the
Directors may prescribe.
Section 7 - Duties of Officers:
(a) An officer with discretionary authority shall discharge his duties
under that authority in good faith, with the care an ordinarily prudent
person in a like position would exercise under similar circumstances,
and in a manner he reasonably believes to be in the best interests of
the corporation.
(b) An officer is not liable for any action taken as an officer, or any
failure to take any action, if the officer performed the duties of his
office in compliance with subparagraph (a), above, or (unless his actual
knowledge concerning the matter in question makes such reliance unreasonable)
he relied on information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or presented
by (1) one or more officers or employees of the corporation whom the officer
reasonably believes to be reliable and competent in the matters presented;
or (2) legal counsel, public accountants, or other persons as to matters
the officer reasonably believes are within their professional or expert
competence.
Article 4
Committees
Section 1 - General:
The Society shall have standing committees and such special committees
as the Board deems necessary or desirable. The President of the Society
shall appoint the Chairs and members of each committee. No committee shall
have the authority as to the following matters:
(a) Authorized distributions.
(b) Approve dissolution, merger or the sale, pledge, or transfer of all
or substantially all of the corporation's assets.
(c) Elect, appoint or remove Directors, or fill vacancies on the Board
or any of its committees.
(d) Adopt, amend, or repeal the Articles of Incorporation or by-laws.
Section 2 - Nominations Committee:
There shall be a Nominations Committee of the Society, the Chair of which
shall be appointed by the President of the Society. The membership of
this committee shall consist of three (3) Directors. The Committee shall
create and manage a pool of candidates for consideration as Directors.
The Nominations Committee will be activated one year before the first
class of original Directors reaches its term limit.
The Nominations Committee shall present to the Board at the annual meeting
the names of at least two (2) nominees for consideration as Directors.
In addition, the Nominations Committee shall present to the Board for
two-year terms a Director nominated for President of the Society and an
Director nominated for Vice President of the Society.
Section 3 - Ad Hoc Committees:
The President of the Society may establish ad hoc committees as deemed
necessary for the conduct of Society Business.
Section 4 - Committee Action as Board Action:
The designation of any committee and the delegation thereto of authority
shall not operate to relieve the Board of Directors or any member thereof
of any responsibility or liability imposed upon it or him by law; and
any resolutions adopted or other action taken by any such committee within
the scope of authority delegated to it by the Board of Directors shall
be deemed for all purposes to be adopted or taken by the Board of Directors.
Article 5
Method of Approving the Budget
The President of the Society shall submit the proposed annual budget
to the Society Board of Directors for adoption. If the Board of Directors
does not adopt the budget as presented, it shall adopt a budget.
Article 6
Method of Amending By-Laws:
The By-Laws may be amended as follows:
(a) The text of the proposed amendment is presented in writing to the
President.
(b) The President obtains a written legal opinion by counsel as to its
effect, if any, of the proposed amendment on the exempt status within
the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986
or the corresponding provision of any future United States Internal Revenue
Code.
(c) The Secretary mails to the members of the Board a copy of the proposed
amendment no less than ten (10) days prior to the scheduled meeting of
the Board.
(d) The Board determines its approval or disapproval of the proposed
amendment(s). A majority vote of the Directors present at a meeting where
there is a quorum is required for approval of the amendment(s).
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