Wisconsin Association of Railroad Passengers

 

BYLAWS

 

As of January 26, 2002

 

 

ARTICLE I.  OFFICES

 

Section 1.01.  Principal and Business Offices.  The corporation will maintain its principal office within the County of Milwaukee, State of Wisconsin.  The corporation may have such other offices within or without the State of Wisconsin as the Board of Directors may designate or as the business of the corporation may require from time to time.

 

Section 1.02.  Registered Office.  The registered office of the corporation required by the Wisconsin Statutes to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin, and the address of the registered office may be changed from time to time by the Board of Directors.  The business office of the registered agent of the corporation shall be identical to such registered office.

 

Section 1.03.  Registered Agent.  The registered agent of the corporation shall be such person or corporation as shall, from time to time, be designated by the Board of Directors.

 

 

ARTICLE II.  PURPOSE

 

Section 2.01.  The corporation exists to coordinate the efforts of Wisconsin transportation consumers in developing rail passenger service in Wisconsin.  As a consumer and educational group, the corporation regards the public rail transportation mode as essential for many reasons, including its generally superior potential for convenience, comfort, conservation, and compatibility with the newest technologies.  The corporation further seeks to preserve, expand, and improve present intercity and commuter rail transit by educating the citizens, business community, and government officials regarding the many advantages of travel by train, and to encourage a well-planned and balanced transportation system through the integration of rail, plane, bus, and private auto transportation modes within Wisconsin.

 

Notwithstanding any language to the contrary in these bylaws, the corporation shall be operated exclusively for charitable, scientific, and educational purposes within the meaning of S501(c)(3) of the United States Internal Revenue Code of 1954.

 

 

ARTICLE III.  MEMBERS

 

Section 3.01.  Eligibility.  All persons who wish to promote rail passenger service in Wisconsin may be members.

 

Section 3.02.  Membership Classes.  The following are the classes of membership and requirements for membership in each class.  Each member may choose to join one class of membership for which the member is qualified.  Unless specifically stated each membership class has full voting privileges.

 

A. New member - A member of any class during such member's first year of membership.

 

B. Student member - Any member who is enrolled in a full time course of  study.

 

C. Senior citizen member - Any member sixty-five years of age or older.

 

D. Disabled member - Any member who is unable to work due to disability.

 

E. Basic continuing member - Any member not included within another class in this section.

 

F. Basic family membership - Any one or more adult members who belong to a single household and any children sixteen years of age or older who belong to the same household.

 

G. Supporting member - Any member of Class F who contributes an amount equal to or greater than the amount established by the Board of Directors for such class.

 

H. Sustaining member - Any member of Class F who contributes an amount equal to or greater than the amount established by the Board of Directors for such class.

 

I. Newsletter subscription member - Any member whose occupation precludes regular membership in the corporation, except that this class shall also be used by members who desire to supply newsletters to libraries or other organizations.  This membership will have no voting power. 

 

J. ' Special' Family Membership - Any one or more adult members, at least one of whom qualifies for membership class B (Student member), C (Senior citizen member), and/or D (Disabled member), and any children, sixteen years of age or older, who belong to the same household.

 

K. Lifetime Membership - Any member, spouse, and children sixteen years of age or older who belong to the same household and who have paid the dues established for a lifetime membership.

 

Section 3.03.  Membership Dues.  The Board of Directors may determine from time to time the amount of annual dues and the amount of an initiation fee for each membership class, if any, payable to the corporation by its members.

 

Dues shall be payable in advance on occasion of the member's date of initial membership.

 

Section 3.04.  Annual Meeting.  The Annual Meeting shall be held each year on  the last Saturday of October, for the purpose of electing officers and for the transaction of such other business as may come before the meeting.  If the last Saturday of October is also the date of a National Association of Railroad Passengers board of directors meeting, the Annual Meeting shall be held on the preceding Saturday of October.

 

Section 3.05.  Spring Meeting.  A meeting shall be held annually on the last Saturday of March, for the purpose of member education and for the transaction of such other business as may come before the meeting.  If the last Saturday of March is the Saturday before Easter, the meeting shall be held on the following Saturday.

 

Section 3.06.  Place of Meeting.  The place of the Annual Meeting and the Spring Meeting shall be determined by the President in consultation with the officers of the corporation.

 

Section 3.07.  Notice of Meeting.  Notice of the Annual Meeting and the Spring Meeting shall be given by insertion in the corporation newsletter or special mailing, giving location, date, and time of the meeting not less than two (2) weeks before each meeting.

 

Section 3.08.  Quorum.  A quorum for purposes of transacting business shall consist of the members present.

 

Section 3.09.  Representation of WisARP Policy.  No member may represent as WisARP policy any position contrary to a decision made by the Board of Directors which has been noted in Badger Rails or at a Spring or Annual Meeting.

 

Section 3.10.  Responsibility When Representing WisARP.  Any person, after attending a closed meeting of any organization or group as a representative of WisARP, shall notify the WisARP President and Secretary of his/her attendance at the meeting, the purpose for the meeting, and any statements made as a representative of WisARP, within one (1) week after the date of the meeting.  This requirement shall be waived if the Board has formally designated the person as the WisARP representative to the meeting in advance.  Failure to comply with the provisions above may, at the discretion of the Board, result in revocation of WisARP membership.

 

Section 3.11.  Distribution of Membership List.  WisARP respects its members right to privacy.  If a member requests the Vice President of Membership to not release his/her name and address to anyone other than the Board of Directors of WisARP, it will not be released.  Otherwise, with prior Board approval, the WisARP membership list is available for sale or exchange to any person or group requesting it.  However, such person or group receiving the membership list has no right to imply WisARP endorses its product, service, idea, or candidacy without specific Board action to that effect.

 

 

ARTICLE IV.  BOARD OF DIRECTORS

 

Section 4.01.  General Powers.  The business and affairs of the corporation  shall be managed by its Board of Directors.  The number of directors of the corporation shall be no less than three (3).

 

Section 4.02.  Initial Board of Directors.  The initial Board of Directors shall be stated in the articles of incorporation.

 

Section 4.03.  Election.  With the exception of the initial Board of Directors, and commencing at the initial meeting of members, all directors shall be elected by the members at the Annual Meeting of members.  At such election the members shall elect six directors which shall serve as officers pursuant to Article V.  Any member who currently paid his or her dues shall be eligible for election to the Board of Directors.

 

Section 4.04.  Term.  Each director who is also elected as an officer shall be elected for a term of one year to run concurrently with his or her term as an officer.  Four (4) non-officer directors shall be elected for a term of two (2) years, two (2) elected each year.

 

Section 4.05.  Annual Meeting.  A regular annual meeting of the Board of Directors shall be held once each calendar year immediately following the Annual Meeting of the members.

 

Section 4.06.  Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the President, or a Vice President in the President's absence, or any four (4) directors.  The President or Vice President calling any special meeting of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by them, and if no other place is fixed the place of meeting shall be the principal office of the corporation, at the address of filed periodically with the office of the Wisconsin Secretary of State.

 

Section 4.07.  Notice; Waiver.  Notice of each meeting of the Board of Directors shall be given as provided in Section 3.07.

 

Section 4.08.  Quorum.  A quorum for the purpose of transacting business shall consist of the directors present.

 

Section 4.09.  Manner of Acting.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by the articles of incorporation or these bylaws.

 

Section 4.10.  Conduct of Meetings.  The President, and in his/her absence, a Vice President, and in their absence, any director chosen by the directors present, shall call meetings of the Board of Directors to order and shall act as chair of the meeting.  The presiding officer may appoint any director or other person present to act as secretary of the meeting.

 

Section 4.11.  Compensation.  The Board of Directors shall not be paid any compensation for their services to the corporation, other than reimbursement for their reasonable and necessary expenses incurred in serving the corporation, according to such regulation as the Board shall specify.  The Board of Directors shall have authority to provide for or to delegate authority to an appropriate committee to provide for Board liability insurance.

 

Section 4.12.  Presumption of Assent.  A director of the corporation who is present at a meeting of the Board of Directors or a committee thereof of which he/she is a member at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

 

Section 4.13.  Committees.  The Board of Directors by resolution adopted by the affirmative vote or a majority of the directors at any meeting at which a quorum is present, may designate one or more committees, each committee to consist of three or more directors elected by the Board of Directors, which the extent provided in said resolution as initially adopted, and thereafter supplemented or amended by further resolution adopted by a like vote, shall have and may exercise, when the Board of Directors is not in session, the powers of the Board of Directors in the management of the business and affairs of the corporation, except action in respect to election of the principal officers or the filling of vacancies in committees created pursuant to this section.  The Board of Directors may elect one or more of its members as alternate members of any such committee who may take the place of any absent member or members at any meeting of such committee, upon request by the chairman of such meeting.  Each such committee shall fix its own rules governing the conduct of its activities and shall make such reports to the Board of Directors of its activities as the Board of Directors may request.

 

Section 4.14.  Ex Officio Board Members.  The elected Board of Directors may, by majority vote, appoint any person as an Ex Officio director of the corporation.  Such an Ex Officio Director shall be entitled to attend and receive notice of Directors' meetings.

 

 

ARTICLE V.  OFFICERS

 

Section 5.01.  Name, Election, and Term.  The principal officers of this corporation shall consist of a President, Vice President, Vice President of Public Relations, Vice President of Membership, Secretary, and Treasurer, each of whom shall also be Directors.  Such officers shall be elected by the members at the Annual Meeting of members.  They shall serve for a term of one year and until their successors are elected.  A majority of all votes cast shall be necessary for a choice.  Any two or more offices may be held by the same person except the offices of President and Secretary, and the offices of President and Vice President.  Pursuant to Section 4.03, each officer shall be a member of the Board of Directors during his or her term in office.  Each officer shall be a member of the corporation.

 

Section 5.02.  Vacancies.  A vacancy in any general office because of death, resignation, removal, disqualification or otherwise shall be filled by the Board of Directors for the unexpired portion of the term, by the vote of a majority at any meeting of the Board of Directors at which a quorum is present.

 

Section 5.03.  The President.  The President shall be the principal operating officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all the day-to-day business and affairs of the corporation.

 

Section 5.04.  The Vice President.  The Vice President shall have the responsibility for making arrangements for the Annual Meeting (Section 3.04) and the Spring Meeting (Section 3.05).  In the absence of the President or in the event of his death, inability or refusal to act, or in the event for any reason it shall be impractical for the President to act personally, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) 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.  Any Vice President shall perform such other duties and have such authority as from time to time may be delegated or assigned to him by the President, or by the Board of Directors.  The execution of any instrument of the corporation by any Vice President shall be conclusive evidence, as to third parties, of his authority to act in the stead of the President.

 

Section 5.05.  The Secretary.  The Secretary shall: (a) keep the minutes of the meetings of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records; (d) in cooperation with the Vice President of Membership and the Treasurer, keep or arrange for the keeping of a register of the post office address of each member which shall be furnished to the Secretary by such member; and (e) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors.

 

Section 5.06.  The Treasurer.  The Treasurer shall have charge and custody of and be responsible for all the funds of the corporation and, in general shall perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him by the President or by the Board of Directors.  The Treasurer,  in cooperation with the Vice President of  Membership and the Secretary, shall keep or arrange for the keeping of a

register of the post office address of each member.

           

Section 5.07.  Assistants and Acting Officers.  The Board of Directors shall have the power to appoint any person to act as assistant to any officer, or as agent for the corporation in his/her stead, or to perform the duties of such officer whenever for any reason it is impractical for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board of Directors shall have the power to perform all the duties of the office to which he is so appointed to be assistant, or as to

which he is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors.

 

 

ARTICLE VI.  CONTRACTS, LOANS, CHECKS AND DEPOSITS: SPECIAL CORPORATE ACTS

 

Section 6.01.  Contracts.  The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the corporation, and such authorization may be general or confined to specific instances.  In the absence of other designation, all deeds, mortgages,  and instruments of assignment or pledge made by the corporation shall be executed in the name of the corporation by the President or any Vice President, and when executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers.

 

Section 6.02.  Conveyance of Real Estate.  The President or any Vice President shall have the authority to sell, lease, exchange, mortgage, pledge, or otherwise convey or dispose of all or any part of the real property, fixtures, improvements or chattels real of this corporation, by instruments duly executed according to law and attested by the Secretary, the Treasurer, or any Assistant Secretary or Assistant Treasurer, and in such case no authorization or consent of the members or directors shall be required.

 

Section 6.03.  Use of Corporate Trustee.  The Board of Directors may authorize the deposit of all or any portion of the assets of the corporation with a corporate trustee under such custodial or trust

arrangements as the Board shall deem necessary or desirable, provided that such corporate trustee shall be a bank having trust powers, organized under the laws of the United States or of any State thereof, or a trust company organized under the laws of the United States or any state thereof.

 

Section 6.04.  Loans.  No indebtedness of borrowed money shall be contracted on behalf of the corporation and no evidence of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board of Directors.  Such authorization nay be general or

confined to specific instances.

 

Section 6.05.  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 corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.

 

Section 6.06.  Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as may be selected by or under the authority of a resolution of the Board of Directors.

 

Section 6.07.  Voting of Securities Owned by this Corporation.  Subject always to the specific directions of the Board of Directors (a) any shares or other securities issued by any other corporation and owned or controlled by this corporation may be voted at any meeting of security holders of such other corporation by the President if he/she be present, or in his/her absence by any Vice President who may be present, and (b) whenever, in the judgment of the President or, in his/her absence a Vice President, it is

desirable for this corporation to execute a proxy or written consent in respect to any shares or other securities issued by any other corporation and owned by this corporation, such proxy or consent shall be executed in the name of this corporation by the President or any Vice President of this corporation, without necessity of any authorization by the Board of Directors or countersignature or attestation by another officer.  Any person or persons designated in the manner above stated as the proxy or proxies of

this corporation shall have full right, power, and authority to vote the shares or other securities issued by such other corporation and owned by this corporation the same as such shares or other securities might be voted by this corporation.

 

 

ARTICLE VII.  SEAL

 

Section 7.01.  The corporation shall have no corporate seal.

 

 

ARTICLE VIII.  AMENDMENTS

 

Section 8.01.  By Directors.  These bylaws may be altered, amended, or repealed and new bylaws may be adopted by the Board of Directors by affirmative vote of a majority of directors present at either the regular Annual Meeting, or at a meeting of the Board of Directors called for that purpose, at which a quorum of the Board of Directors is present.

 

Section 8.02.  Implied Amendments.  Any action taken or authorized by the Board of Directors, which would be inconsistent with the bylaws then in effect, but is taken or authorized by affirmative vote of not less than the number of directors required to amend the bylaws so that the bylaws would

be consistent with such action, shall be given the same effect as though the bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

 

 

ARTICLE  IX.  DISSOLUTION

 

Section 9.01.  In the event of dissolution of the corporation the assets of the corporation shall he distributed as provided in the articles of incorporation.

 

 

ARTICLE  X.  FISCAL YEAR

 

Section 10.01.  The fiscal year of the corporation shall be January 1 to December 31.

 

 

ARTICLE  XI.  SUBORDINATES

 

 

      Section 11.01.  Recognition.  A local or regional group, consisting of five or more members, which is in agreement with the goals of WisARP, can petition WisARP for recognition as a subordinate.  If recognized by a vote of the WisARP board, a representative of the subordinate, provided they are a WisARP member, shall be designated as an Ex Officio director (section 4.14).

 

            Section 11.02.  Types.  Subordinates shall be of two types. 

                        A. Chapters - A chapter of WisARP will be a subordinate where all of its members are  WisARP members in good standing.  The chapter representative shall work with the Vice President of Membership to ensure this.

                        B. Affiliates - An affiliate of WisARP will be a subordinate where some, but not necessarily all, of its members are members of WisARP in good standing.  An affiliate must supply information about its membership each year to the Vice President of Membership.

 

            Section 11.03.  Purpose.   Subordinates shall be recognized by WisARP for the purpose of carrying out WisARP projects in their geographic area. 

 

            Section 11.04.  Policy.  Any policy that is adopted by WisARP shall become the policy of the subordinates.  On issues that WisARP has no policy on, such as local transit issues, the subordinate is free to set its own policy.

 

            Section 11.05.  IRS status. Chapters, not affiliates, will be included in WisARP’s Group Exemption Letter, should such a letter be applied for and granted.  Contributions to chapters would qualify as charitable donations in the event WisARP obtains a Group Exemption Letter.