American Railway Development Association
CONSTITUTION
(As amended effective June 2008)
ARTICLE I - NAME
Section 1. - Name
This organization shall be known as the American Railway Development Association (the “Association”).
Section 2. - Address
The address of the Association shall be Post Office Box 1025, Paoli, PA 19301. Any change of address will be communicated by written or email notice to all active, honorary and retired members.
ARTICLE II - OBJECTIVES
The Association is organized to foster economic development, real estate, technology and environmental activities of North American railroads through the advancement of ideas and education of its members to promote the effectiveness of railway development and related work.
ARTICLE III - MEMBERSHIP
Section 1. - Eligibility
(a)(i) Active Members
Any representative of a common carrier railroad in North America engaged in economic development, real estate, technology or environmental related activities shall be eligible for active membership in the Association. Any representative of such a railroad, or any affiliated company or a North American railroad association whose responsibilities and activities, in general, parallel or supplement such development activities, shall be eligible for active membership. Any individual or any representative of a company whose professional responsibilities, interests and activities identify with railway development and related work and/or with a specific section (i.e., economic development, real estate, technology or environmental) and conform with the objectives of Article II, shall be eligible for membership.
(a)(ii) Honorary Members
Any member, if so elected by majority vote of the Executive Committee of the Association, as defined hereinafter, or any Past President, without such election, in recognition of distinguished service and contributions to the Association, shall become an honorary member of the Association. Any recipient of the Association's distinguished service award shall automatically become an honorary member of the Association.
Such honorary members shall be entitled to all privileges of membership, including proceedings of the business sessions of the Association, except that of voting, without payment of dues.
(a)(iii) Retired Members
Any member in good standing at the time of retirement from active employment may opt to become a retired member by making written application to the Chairperson or Co-Chairpersons of the Membership Committee. By majority vote of the Executive Committee, the member shall become a retired member.
Any retired member shall be entitled to all privileges of membership, including proceedings of the business sessions of the Association, except that of voting, without the payment of dues.
(b) Any type of membership in the Association shall be solely vested in the individual without right of transfer.
(c) An active member is one who meets the requirements of Section 1(a)(i) of this Article III who has paid dues for the current membership year. If such member changes employment and is no longer eligible for continued membership under said section, membership shall cease at the end of the current membership year.
Section 2. - Application for Membership and Acceptance
(a) A completed application for membership shall be submitted to the Second Vice President for handling. The Second Vice President shall forward to the Executive Committee to approve by a majority vote. After such approval, the President shall send a notice of acceptance to the new member. The Executive Committee shall, in making its determination, consider the applicants professional and/or business compatibility with the active membership, and shall not approve an application for membership when there is reason to believe participation in the Association by such applicant either would be inconsistent with objectives of the Association or would inhibit free and open discussion of railway development and related work.
(b) Application for membership shall be submitted on such form as approved by the Executive Committee.
Section 3. - Assignment to Sections
Active members shall advise the Secretary-Treasurer (or Executive Director, if one is appointed) as to the section of the Association to which they wish assignment, or reassignment, for administrative purposes. Such assignment or reassignment by an active member also shall be for voting purposes. All members are encouraged to participate in any other section in which their professional interests, responsibilities and activities identify.
Section 4. - Dues and Assessments
Annual dues shall be determined and assessed annually by the Executive Committee to be payable on or before September 1 of each year. Special assessments may be levied by a two-thirds majority vote of the active members present at a regular annual meeting of the Association. Any reference to the annual dues and meetings as herein contained shall be construed as applicable to the Association's membership year, rather than the calendar year, which shall commence September 1 and end August 31 of the subsequent year.
Section 5. - Rights of Members
All active members shall be eligible to vote and hold office in the Association.
ARTICLE IV - OFFICERS
The officers of the Association shall be a President, a First Vice President, a Second Vice President and a Secretary-Treasurer. Not less than two such officers shall be employees of common carrier railroad companies.
ARTICLE V - DUTIES OF OFFICERS AND VACANCIES
Section 1. - President
The President shall be in charge of the affairs of the Association. This officer shall preside at all Association meetings; shall act as Chairperson of the Executive, Program and Nominating Committees; and shall be an ex-officio member on all committees. The President shall appoint or approve the Chairperson of each committee created by a majority of the members eligible to vote, and shall approve members of each committee, except the Nominating Committee and any special committee created by a majority of the members eligible to vote.
Section 2. - First and Second Vice Presidents
The First and Second Vice Presidents, in that order, shall perform the duties of the President in the President's absence or incapacity. The First Vice President shall serve on the Program Committee and shall be responsible for preparation of the programs and related materials. The Second Vice President shall be Chairperson of the Membership Committee.
Section 3. - Secretary-Treasurer
(a) The Secretary-Treasurer (and/or Executive Director, if one is appointed) shall keep all records and minutes of meetings; shall collect dues and assessments; shall distribute proceedings of the business sessions of the Association; and shall be the custodian of all funds; shall make disbursements subject to the approval of the President; and shall submit a written financial report at the regular annual meeting. Notwithstanding any appointment of an Executive Director, the Secretary-Treasurer shall be the officer responsible for the funds and records of the Association.
(b) The Secretary-Treasurer and and/or the Executive Director shall provide an indemnity bond of an approved incorporated surety company in the sum of not less than Twenty Thousand Dollars ($20,000.00)in favor of this Association to safeguard funds entrusted to this officer's and/or appointee's care. The cost of such bond shall be paid by the Association. The Secretary-Treasurer and /or the Executive Director shall submit to the President any correspondence with the surety company relating to this bond to assure the President that the Association's funds are properly protected.
(c) An Executive Director may be appointed by the President, with the prior unanimous consent of the officers of the Association, to perform any of the duties of the Secretary-Treasurer set forth in this Section 3 and/or other duties specified in a written agreement executed by the President on behalf of the Association and by the Executive Director. Such written agreement shall specify the duties and obligations of the Executive Director and the Association, allocate liabilities between the parties, and establish the terms of compensation and reimbursement of expenses incurred by the Executive Director on behalf of the Association as approved from time to time by the Executive Committee. Any such agreement shall expire sixty (60) days after the term of office of the signatory President has expired and a successor has assumed that office, unless such agreement is renewed or extended by the signatory President's successor with the unanimous consent of the officers of the Association. The Executive Director shall not have voting rights. If no Executive Director is appointed and servingthe Secretary-Treasurer shall have the authority to spend up to $600 during the current officer's term for clerical and stenographic assistance to perform the duties of the office. Approval of the President and a majority of the Executive Committee shall be secured before any additional amounts shall be spent for such purposes.
Section 4. - Continuing Eligibility
Notwithstanding the employment eligibility requirements for active membership set forth in Section 1(c) of Article III, an officer of the Association, with the approval of two-thirds of the Executive Committee, may continue to serve the remainder of the term of that office. Such officer may, with the approval of the Nominating Committee and the Executive Committee, be nominated and elected to higher offices of the Association for subsequent and uninterrupted terms provided that said officer's new employment would qualify that officer as a member in accordance with Section 1(c) of Article III.
Section 5. - Vacancies
Should a vacancy occur in any elected office from any cause, other than expiration of a term, it may be filled by the next ranking officer for the remainder of that term, subject to the approval of the President, or it may be filled by another officer in order of rank or by any active member subject to the approval of two-thirds of the Executive Committee. Should a vacancy occur in any elected office which is not followed by a ranking officer from any cause, other than the expiration of a term, the President, subject to the approval of two-thirds of the Executive Committee, may appoint a new officer to serve the remainder of the unexpired term.
ARTICLE VI - NOMINATION AND ELECTION OF OFFICERS
Section 1. - Nominating Committee
(a) The Nominating Committee, as provided under Section 2(j) of Article VII, shall meet following its appointment or election and agree on a report to submit to the President. This report shall name one active member as a candidate for each of the offices of President, First Vice President, Second Vice President and Secretary Treasurer.
(b) In its review of the qualifications of candidates for nomination the Nominating committee shall consider the balanced representation of all the sectional interests of the membership among the nominated officers. Unless there are compelling circumstances, not more than two candidates shall be nominated from the same section and such circumstances shall be fully explained in the report of the Nominating Committee. Not less than two nominated candidates shall be employees of common carrier railroad companies.
(c) After the Nominating Committee's report is submitted to the President, should a vacancy occur among the nominated officers before the next annual meeting, it shall be filled in accordance with Section 5 of Article V.
Section 2. – Election
(a) Not more than 60 days nor less than 30 days before the regular annual meeting, the Secretary-Treasurer (or Executive Director, if one is appointed) shall E-mail a ballot to each active member of the Association. The ballot shall provide for a vote for each candidate. The names of the members recommended by the Nominating Committee shall be placed on the ballot and a blank line shall be provided for a write-in candidate for each office. A brief biographical sketch shall be included for each member recommended by the Nominating Committee.
(b) The E-mail will instruct the members to mark their choices and forward the E-mail back to the Secretary-Treasurer (or Executive Director, if one is appointed).
(c) The Secretary-Treasurer (or the Executive Director, if one is appointed) shall tally the ballots from members in good standing and report the tally of ballots as the third order of business at the opening business session and the President shall declare elected the member receiving the greatest number of votes for each office.
Section 3. - Assumption of Duties
All elected officers shall assume their duties at the close of the meeting at which they are elected, except that the retiring Secretary-Treasurer (or Executive Director, if one is appointed) shall compile the minutes of the regular annual meeting at which this officer's successor is elected. Elected officers shall serve until the next regular annual meeting or until their successors are elected.
ARTICLE VII - COMMITTEES
Section 1. - Executive Committee
The Executive Committee shall consist of the President, First Vice President, Second Vice President, Secretary-Treasurer, and the immediate Past President. The chairperson or co-chair persons of each sectional committee in attendance at any Executive Committee meeting shall be a voting member of the Executive Committee during such attendance. All members of the Executive Committee must be active members.
Section 2. - Other Committees
(a) The Program Committee shall consist of three or more active members, including the President and First Vice President, previously designated as Chairperson, and shall have charge of all arrangements, including publicity, for the regular annual meeting.
(b) The Membership Committee shall consist of three or more active members, including the Second Vice President, previously designated as Chairperson and shall plan and carry out programs designed to offer the opportunity of Association membership to those eligible. This committee shall make recommendations for recruitment and retention of members in the Association.
(c) The Constitution Committee shall consist of three or more active members who shall consider all proposed changes to the Constitution and make recommendations as they deem necessary and proper. This committee also shall interpret the Constitution in cases of dispute.
(d) The Economic Development Committee shall consist of two or more active members who shall handle matters relating to industrial development activities of this Association.
(e) The Real Estate Committee shall consist of two or more active members who shall handle matters pertaining to current real estate issues and practices of the industry.
(f) The Technology Committee shall consist of two or more active members who shall handle matters pertaining to technology advancements and opportunities in the areas of railroad environmental, real estate and economic development activities.
(g) The Environmental Committee shall consist of two or more active members who shall handle matters pertaining to environmental interests and concerns of Association members.
(h) The Historical Committee shall consist of one or more retired members who shall compile and maintain the history of the Association for the Association's permanent record. This Committee shall also be charged with preserving significant historical records and exhibits. The Chairperson of the Historical Committee shall be designated as the Historian of the Association.
(i) The Special Awards Committee shall consist of three active members, including the immediate Past President, or if this officer is not available, one of the officers of the Association, who shall be appointed by the President and act as Chairperson. This Committee shall invite nominations from all members of the Association for names of persons deemed worthy to receive the Associations "Distinguished Service Award" and shall select the person, if any, considered worthiest of receiving the award. The name of the person selected by the committee shall be submitted to the Executive Committee for consideration and final decision at its meeting to make final plans for the Association's regular annual meeting.
(j) The Nominating Committee shall be formed at the opening business session at the regular annual meeting and shall be dissolved upon adjournment of the final business session of that annual meeting. This Committee shall nominate candidates for office to be elected at the next regular annual meeting and shall be constituted as follows: The President of the Association as Chairperson, the immediate Past President of the Association andan active member from each of the eligible sections represented at the annual meeting and elected by vote of the active members of that section at the opening business session, or, if such representation is not so elected by the members of that section, appointed by the President.
(k) The Resolutions Committee shall consist of two active members appointed by the President at the opening business session of the regular annual meeting. This Committee shall prepare and submit resolutions, in written form, at the final business session for consideration and action by the membership.
(l) The Auditing Committee shall consist of two active members appointed by the President and the incoming Secretary-Treasurer announced in the Teller’s report and declared elected by the President at the opening business session of the regular annual meeting. This Committee shall audit the books of the Secretary-Treasurer (and/or the Executive Director, if one is appointed)and submit a written report thereon for action by the membership at the final business session of the regular annual meeting at which the Committee was appointed. The audit shall be performed in accordance with the procedure approved by the Executive Committee.
(m) A Special Committee may be appointed at such times and for such purposes as the President or a majority of the members eligible to vote at any regular annual meeting may prescribe. Such Committee created by a majority of the members eligible to vote shall be nominated from the floor and elected by majority of the members eligible to vote. The Chairperson of such a Special Committee shall be chosen by the Committee membership. The term of a Special Committee shall be for the interval between regular annual meetings.
(n) Additional Committees and sub-committees may be created from time to time as approved by a majority of the Executive Committee. Retired members may be appointed to serve on the various committees by the Executive Committee.
(o) Members of Committees shall be active members of the Association. Honorary and retired members may participate in committees but shall have no voting rights.
(p) The majority of the membership of any Committee shall constitute a quorum of that Committee.
(q) The President in naming or approving the chairperson and members of the Constitution, Economic Development, Real Estate, Technology, Environmental, Historical and Special Awards Committees shall endeavor to draft Committee membership which will ensure continuous service on the same Committee of one or more members over a series of years.
(r) The President may appoint a member or members to represent the Association in other organizations, subject to the approval of a majority of the Executive Committee.
ARTICLE VIII - MEETINGS
Section 1. - Number of Meetings
There shall be a regular annual meeting of the Association unless preempted by action of the Executive Committee. The President may call a special general meeting at any time for the transaction of special business.
Section 2. - Nature and Length of Meetings
Regular annual meetings shall be conducted in accordance with Section 6 of this Article VIII and shall not exceed three days.
Section 3. - Time of Meetings
The Executive Committee shall approve the regular annual meeting dates and announce its approval at the opening or final business session of the preceding annual meeting, but in no event later than ninety (90) days prior to such meeting dates to permit the Secretary-Treasurer (or Executive Director, if one is appointed) to carry out the balloting of members for an election of officers as prescribed in Section 2 of Article VI.
Section 4. - Place of Meetings
(a) The regular annual meeting shall be held at such place as may be agreed upon at the preceding regular annual meeting, unless the Executive Committee shall determine that imperative reasons dictate a change.
(b) A special general meeting may be held at such places and on such dates as may be determined by the President upon thirty (30) days' notice by mail to all active members.
Section 5. - Quorum
(a) Ten percent of the active members shall constitute a quorum at a regular annual meeting.
(b) Ten active members shall constitute a quorum at a special general meeting.
Section 6. - Order of Business
The regular annual meeting shall be conducted with the following order of business:
Opening Business Session
1. Roll call
2. Minutes of the previous regular annual meeting.
3. Tellers report on the balloting for the election of officers and President's declaration of the election of those receiving the greatest number of votes.
4. Introduction of new members
5. Secretary-Treasurer's (and/or Executive Director's, if one is appointed) report.
6. Report of the Constitution Committee and proposals from the floor for amendments to the Constitution.
7. Naming the Resolutions committee
8. Naming the Auditing Committee
9. Appointment or election of members of the Nominating Committee to nominate candidates for offices to be filled at the next regular annual meeting.
10. Announcement of the Time and Place for the next regular annual meeting.
11. President's report.
12. New business
Conference Program
Final Business Session
1. Action on any proposed amendments to the Constitution.
2. Reports of Committees
3. Unfinished business.
4. New business.
5. Adjournment
ARTICLE IX - AMENDMENTS TO THE CONSTITUTION
Amendments to the Constitution shall be presented for consideration at the opening business session of the regular annual meeting. Amendments will be presented in writing, with majority approval and recommendation of the Executive Committee. The member sponsoring the proposed change or changes will read them aloud or present each member present with a written copy, submit them as a motion and, if seconded, discussion will follow. However, a vote on the proposed amendment or amendments will not be taken until the final business session as the first order of business. The motion will then remain before the meeting until a vote has been taken. Constitution changes shall require a two-thirds vote of the active members personally present at this final business session and if adopted will become effective the date following the closing date of the regular annual meeting at which the amendment, revisions or changes were adopted.
ARTICLE X - DISSOLUTION
The dissolution of the Association and the disposal of funds remaining in the treasury shall be accomplished as follows:
The Association may be dissolved by a two-thirds vote of the members eligible to vote at any business session of the regular annual meeting provided thirty (30) days' advance notice of this proposed action shall have been given in writing to all members eligible to vote; or by two-thirds vote of the members eligible to vote conducted by registered mail on the direction of the Executive Committee and under its auspices. Any funds remaining in the treasury after payment of outstanding debts shall be refunded on a pro rata basis to active members in good standing at the time of the dissolution vote.
ARTICLE XI - RULES OF ORDER
Robert's Rules of Order shall govern the procedure of meetings of the Association.