ARTICLE I - Name and Origin
The name of the corporation is the AREMA Educational Foundation. The Foundation is a nonprofit corporation organized under the laws of the Commonwealth of Virginia.
ARTICLE II - Purposes and Objectives
The Foundation is organized and operated exclusively for charitable, education, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, which purposes include but are not limited to, the following:
- To develop and support education and training in the field of railway engineering and to educate and support engineering professionals and support personnel working in rail and affiliated industries.
- To undertake research and disseminate data related to railway engineering.
- To educate the general public about the field of railway engineering and affiliated industries and professions
- To recognize achievements and provide scholarships in the field of railway engineering
- To function as a resource center for information for the field of railway engineering and affiliated industries
ARTICLE III - Membership
The corporation shall have no members.
ARTICLE IV - Board of Directors/Officers
Section 1. DIRECTORS. The Board of Directors of the Foundation will consist of the current President, Treasurer and Executive Director/CEO of the American Railway Engineering and Maintenance-of-Way Association (AREMA), and two or no more than five Additional Directors serving (3) three-year terms.
Section 2. VACANCIES AND EXPIRED TERMS. Expired or vacant Director positions will be filled by a majority vote of the remaining Directors (Executive Director without right to vote) in accordance with the procedures set forth in Section 7 of this Article IV.
Section 3. POWERS AND DUTIES. The Board of Directors shall supervise, control and direct the affairs of the Foundation. It shall determine its policies or changes therein within the limits of these bylaws. It shall actively execute the Foundation’s goals and objectives and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it considers necessary.
Section 4. COMPENSATION. All members and officers of the Board of Directors shall serve without compensation.
Section 5. MEETINGS.
(a) The Board of Directors shall meet at least once a year at the call of the President or upon the written request of four directors sent to the President. Notice of all Board meetings shall be sent to the Directors by mail or email no less than 10 days prior to the meeting. Additional or Special meetings may be called by the President or upon written request of not less than a majority of the Board. Notice of no less that twenty-one (21) days for an additional or special meeting of the Board of Directors shall be given by mail or electronic communication and shall briefly state, insofar as practical, the purpose or purposes of said meeting.
(b) If in the judgment of the President it is deemed desirable and expedient to call for a mail or electronic communication vote of the Board of Directors on any question, notice of such vote shall be given together with the question to be voted upon and the time fixed therein for the sending of a reply thereto. Whenever a mail or electronic communication vote is taken as provided herein, a majority of the membership of the Board must vote in favor of any matter submitted in order to carry approval thereof.
Section 6. QUORUM. At any meeting of the Board of Directors a majority of the total number of members of the Board then in office shall constitute a quorum; provided however, that business may be conducted with less than a majority present if all Directors consent prior to the meeting.
Section 7. RESIGNATION, REMOVAL AND VACANCIES.
(a) Any member of the Board may resign at any time upon written notice to the Board of Directors and the President or Executive Director. Such resignation shall take effect at the time specified therein and, unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective. Any member of the Board may be removed for cause, including nonattendance, by a majority vote of the Board.
(b) If a vacating Board member is an Officer of AREMA, as described in Section 1 of this Article, the AREMA Board shall be asked to submit a nominee to fill the unexpired term of the vacating member. The AREMA Board nomination shall be approved by a majority vote of the remaining members of the Foundation Board.
(c) If the vacating Board member is not an AREMA officer described in Section 1 of this Article, the Foundation Board may select a replacement to be approved by a majority vote of the remaining Directors.
Section 8. ELECTRONIC MEETINGS. Any one or more members of the Board of Directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time, and participation in a meeting pursuant to this bylaw shall constitute presence in person at such meeting.
ARTICLE V - Officers
(a) The Officers of the Foundation shall be the President, Treasurer and Executive Director/CEO of the American Railway Engineering and Maintenance-of-Way Association (AREMA), serving respectively as President, Treasurer and Executive Director of the Foundation.
(b) The Officers, with the exception of the Executive Director, shall serve terms that are concomitant with their terms as officers of AREMA.
(c) The Executive Director of the Foundation shall be the Executive Director/CEO of AREMA.
Section 2. RESIGNATION, REMOVAL AND VACANCIES. Any officer may resign at any time upon written notice to the Board of Directors, the President or the Executive Director. Such resignation shall take effect at the time specified therein and, unless otherwise necessary to render it effective.
Section 3. POWERS AND DUTIES.
(a) The President shall be the Chief Executive Officer of the Foundation. He or she shall preside at all meetings of the Board of Directors and in general shall perform the duties incident to this office or as the Board of Directors may prescribe.
(b) The Treasurer, or his or her designee, shall also keep complete and accurate accounts of all moneys received and shall deposit the same in the name and to the credit of the Foundation in such depositories as may be designated by the Board of Directors. He or she shall disburse all moneys under the direction of the Board of Directors. He or she shall have authority to receive and to give receipts for all moneys due and payable to the Foundation from any source and to endorse on behalf of the Foundation all checks, drafts, notes, warrants and orders and to give full discharge for the same. He or she shall have power to sign all checks, drafts, notes, warrants and orders for the payment of money.
(c) The Executive Director or his or her designee shall keep the records of all meetings of the Board of Directors and shall give and serve all notices of meetings. He or she shall have charge of all correspondence and papers of the Foundation.
(d) The Executive Director, in addition to holding the office of Secretary of the Foundation, shall be responsible to the Board of Directors in the performance of such duties as may be delegated and for the general management of the Foundation. The Executive Director shall make staff assignments to support the work of the Foundation; shall keep all the records required, rendering such reports as are requested by the Board of Directors, the President or the Treasurer and shall carry out the policies established by the Board of Directors.
ARTICLE VI - Indemnification
The Foundation shall indemnify current and subsequent former officers, Directors, employees, committee members and volunteers to the fullest extent permitted by law, including the advancement of costs and expenses incurred with the defense of any action, suit or proceeding in which he or she was made a party by reason of having been a trustee, officer, employee, committee member or volunteer of the Foundation, except in relation to matters to which he or she shall be adjudged to be liable for negligence or misconduct in the performance of his or her duties. Expenses incurred in defending an action, suit or proceeding may be paid by the Foundation in advance of final disposition of such action, suit or proceeding upon receipt of agreement by the trustee, officer, employee, committee member or volunteer to repay such amount if it shall be ultimately determined that he or she is not entitled to be indemnified by the Foundation under this Article.
ARTICLE VII - Amendments
These bylaws may be amended, repealed, or altered, in whole or in part by a two-thirds vote of the voting members of the Board of Directors, provided that notice of the changes must be sent in writing to the members of the Board of Directors no less than twenty-one (21) days prior to the deadline for the receipt of the vote. The Board of Directors shall specify the manner and timing of the vote on the amendments
ARTICLE VIII - Dissolution
Section 1. Voting. A vote to dissolve the Foundation shall be required and affirmative majority of the Board of Directors and approval by the Board of Directors.
Section 2. Distribution. Upon dissolution of the Foundation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Foundation, dispose of all the remaining assets of the Foundation exclusively for the purpose of the Foundation to such organization or organizations as the Board of Directors shall select, which qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended; provided, however, that in no way shall such distribution inure to the financial benefit of any elected trustee, officer, employee or contributor.