NAME:
The non-profit organization shall be known as “The Society for the Preservation of Carter Railroad Resources”, hereinafter “SPCRR”.
PURPOSE:
The purpose of this group shall be to locate, preserve, restore and interpret the products of the first industry of the City of Newark, Carter Brothers, for the historical and educational benefit of the general public. To accomplish this purpose, the SPCRR will support a program of research and restoration of Carter Brothers’ railroad artifacts, including collections of photographs, documents, drawings, and physical remains of railroad cars and equipment that represent the era, the locale, and the uses which applied to Carter equipment, or related equipment, including other railroad builders who had a significant influence or impact upon the operation of the South Pacific Coast Railroad. The SPCRR will seek to provide an interpretive and operational context in which Carter equipment, skills and practices will be viewed by the public as they were actually used.
MEMBERSHIP:
Membership in SPCRR is open to any individual or corporation that actively supports the goals and purpose of SPCRR as stated in the charter. Memberships are current on the calendar year from January 1 to the following December 31. All members are required to act in accordance with the rules and policies of SPCRR, East Bay Regional Park District (EBRPD), and any other organization hosting SPCRR activities. Failure to comply can result in disciplinary action, up to and including disqualification from SPCRR.
“Supporting Member” – Supporting membership requires no monetary dues and is granted to any individual who contributes to the goals of SPCRR as stated in the charter. All supporting members are eligible to participate in any and all workdays and other SPCRR activities, and perform as train crew. Supporting members are not eligible to vote and may hold no office.
“Honorary Membership” – Honorary membership is awarded by vote of the SPCRR Board of Directors in recognition of significant contributions made to SPCRR. Honorary Membership holds all of the privileges and restrictions of Supporting Member, and Honorary Member will receive the SPCRR newsletter.
“Contributing Membership” – Contributing membership is open to any individuals contributing $20.00 per year. Contributing members hold all of the privileges and restrictions of Supporting Members. Contributing members will receive the SPCRR newsletter.
“Active Membership” – to become an “Active Member”, a candidate must be a paid up Contributing Member for at least 1 year prior to application for “Active” status, and must have actively participated in SPCRR projects during that year. A candidate must be at least 18 years of age, and submit a written application to the Board of Directors of SPCRR. Applications for “Active Membership” will be reviewed and considered at the September board meeting or at the discretion of the SPCRR Board of Directors. Active membership is granted by a majority vote of the Board of Directors. No individual may hold more than one active membership at any given time.
Active members have all of the privileges of Contributing Members. In addition, Active Members may vote and are eligible to hold office as long as they are regular participants in the activities of the organization and contribute annual dues of $20.00. Active memberships will be reviewed every two years by the Board of Directors.
“Life Membership” – Life memberships are granted to individuals donating $250.00 or more. Membership is granted for the life of the individual. Life members are entitled to the benefits of contributing members and may vote and hold office. No individual may hold more than one life membership.
“Corporate Membership” – Corporate Memberships are granted to corporations donating $250.00 or more. Membership is for one (1) year and includes the SPCRR newsletter. Corporations are not eligible to vote or hold office.
BOARD OF DIRECTORS:
The Board of Directors shall consist of seven (7) members; one President, one Vice President, one Secretary, one Treasurer, two Directors at Large, and a General Manager. Five (5) directors shall constitute a quorum at any Board of Director’s or General Membership meeting. Either the President or the Vice President must be present at each meeting. Six (6) directors shall be elected from the current eligible voting membership. The seventh director shall be the General Manager, who is appointed by the other six directors. In the event of a tie vote over the appointment of the General Manager position, a general election will be held. The Directors shall be elected during the annual meeting in December of each year. Term of office shall last for one year, and shall begin on January 1st. No member may hold on executive office (President or Vice President) for more than 2 consecutive terms. (An individual may return to an executive office after the elapse of a one term absence.) Vacancies in the Board of Directors shall be appointed by the directors remaining in office, though less than a quorum, and such directors so appointed shall hold office until a successor is elected. Unless otherwise noted, all Board of Directors meetings are closed to the public.
The directors shall have the power to conduct and manage the affairs and the business of the SPCRR. All Directors are expected to act in good faith on behalf of the membership of SPCRR. Directors will take action to further the goals and purpose of SPCRR as stated in the charter. They shall have the power to call special meetings when they deem it necessary, and at any time on written request of four (4) active members. It shall be the express duty of the Board of Directors to carry out the policies of the general membership and to coordinate the efforts of it’s individual and organizational members toward accomplishment of the SPCRR’s purpose and mutual objectives. It is the responsibility of the Board to adopt an annual budget each fiscal year.
OFFICERS AND DUTIES:
The officers of the SPCRR shall consist of a President, Vice President, Secretary, Treasurer, and two Directors at Large who shall be elected by the eligible voting membership and who vote on the Board, and a General Manager who shall be appointed by the Board of Directors and shall be a voting officer.
The President shall be the chief executive of the SPCRR charged with the duty of supervising all of its functions, subject to the orders of its Board of Directors. He/She shall preside over the business sessions of the Board as well as the general membership meetings. He/She shall appoint committees and act as ex-officio member of all committees.
In the President’s absence or in the event of his/her inability to act, the Vice President shall perform the duties of President. He/she shall accept a position of responsibility as required, head committees, and perform such other functions as the Board of Directors may from time-to-time assign.
The Secretary shall conduct correspondence of the SPCRR, issue notices of and keep minutes of all meetings of the SPCRR, be custodian of the records, keep the roll of all members and discharge such other duties as may be assigned to him/her by the Board of Directors, the President, or the General Manager.
The Treasurer shall collect all membership contributions, shall have the care and custody of all budgeted funds and property of the SPCRR; funds shall be dispersed by him/her upon order of the General Manager for amounts less than $250, by the President and the General Manager for amounts more than $250 but less than $500; for amounts more than $500, the disbursement must be approved by the Board of Directors. He/she shall render special reports whenever requested to do so by the Board. He/she shall deposit all funds in the name of SPCRR in such bank or banks as may be designated by the Board of Directors.
The two Directors at Large shall accept positions of responsibility as required, head committees, and perform functions of the Board of Directors as may from time-to-time assign.
MANAGERS AND DUTIES:
General Manager – The General Manager shall be responsible for the overall staff function, safety, and liaison with the park staff and the Board of Directors. He/she reports directly to the Board of Directors.
The General Manager shall appoint functional managers with the concurrence of the Board of Directors. These managers are described below:
Curator
Responsible for the overall historical accuracy, archives, library, museum, and car restoration projects. He/she shall report to the General Manager and the Board of Directors.
Safety Director
Responsible for the overall safety and training of all functions. He/she shall report to the General Manager and Board of Directors.
The following positions are appointed by the General Manager with the concurrence of the Board of Directors and report to the General Manager, but are answerable to the Curator and Safety Director within their specific responsibilities:
Trainmaster: responsible for the operations of all trains. He/she reports to the General Manager.
Store Manager: Responsible for the operations of the store. He/she reports to the General Manager.
Building Construction Manager: Responsible for the construction of new building facilities. He/she reports to the General Manager.
Rail Construction Manager: Responsible for the construction of new track. He/she reports to the General Manager.
Rail Maintenance Manager: Responsible for the upkeep of existing track. He/she reports to the General Manager.
Building Maintenance Manager: Responsible for the upkeep of existing facilities. He/she reports to the General Manager.
Chief Mechanical Officer: Responsible for the maintenance of all rolling stock. He/she reports to the General Manager.
ELECTION OF DIRECTORS:
Nomination for election to the Board of Directors shall be made by a Nominating Committee. Notice to the members of the meeting shall include the names of all those who are nominees at the time the notice is sent. Nominations may also be made from the floor at the annual meeting in December. The Nominating Committee shall consist of a Chairperson, who shall be a member of the Board of Directors, and two (2) Members of the Association. The Nominating Committee shall be appointed by the Board of Directors not less than sixty (60) days prior to the annual meeting, and the nominees shall be reported to the membership not less than thirty (30) days prior to the annual meeting. The Nominating Committee shall make as many nominations for the elections to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. All candidates shall have reasonable opportunity to communicate their qualifications to the members and to solicit votes.
At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary before the appointed time of each meeting. Every proxy shall be revocable and shall automatically cease upon conveyance by the member or upon receipt of written notice by the Secretary of the Board of the death of, or the judicially declared incompetence of, a member prior to the counting of the vote, or upon expiration of eleven (11) months from the date of the proxy. Every form of proxy or written ballot which provides an opportunity to specify approval or disapproval with respect to any proposal shall also contain a space marked “abstain”.
MEETINGS:
Regular meetings of the Board of Directors shall be held on the second Monday of each month at 7:30 p.m. without further notice or, if the directors shall so determine, at such other time and date provided there shall first be adequate notice given to said change.
General membership meetings shall be held at least semi-annually at the discretion of the Board, at a time and place to be designated by the directors, upon notice duly given. The location of meetings shall be determined by the directors from time-to-time upon adequate notice duly transmitted to the Directors and/or members.
All notices of any special meetings shall state the purpose of the meeting. Notice as defined by these Bylaws shall be written at least five days prior to the particular meeting or action to be taken.
COMMITTEES:
Various committees shall be designated and appointed by the President subject to the approval of the Board of Directors.
FISCAL YEAR:
The fiscal year of the SPCRR shall be changed to the first day of January and end on the thirty-first day of December as soon as State and Federal legal requirements have been met for the change.
PARLIAMENTARY PROCEDURE:
In the absence of the rules fixed herein, proceedings of the Board of Director meetings, as well as the general membership meeting shall be conducted in accordance with the Robert’s Rules of Order.
AMENDMENTS:
These Bylaws may be revised or amended by a two-thirds ballot of the currently eligible voting membership. The proposed amendments shall be read and a written summary submitted to each voting member one month prior to the vote.