ADIRONDACK RAILWAY PRESERVATION SOCIETY, INC.
CONSTITUTION AND BY-LAWS
Adopted:  25  August 1993
Revised:   18  June 1998

28 February 2004

Article I – Name, Territory and Office

  Section 1.  Name.

1.1      The Corporation shall be known as the ADIRONDACK RAILWAY PRESERVATION SOCIETY, INC. hereafter referred to as “The Corporation”.

Section 2.  Activities.

2.1      The Corporation shall conduct activities primarily between Utica , NY and Snow Junction, and along the Adirondack Railway Corridor subject to changes by the aforementioned Corporation.

Section 3.  Principal Office:

3.1        The principal office of The Corporation shall be located in the county of Herkimer , State of New York .  This office shall direct Corporation activities and be the depository for all Corporation records.  The Corporation may also have offices at such places within the State as the Board may from time to time determine or the business of The Corporation may require.

Article II – Purpose

Section 1.  The purposes of The Corporation are:

a)        To maintain the placement of the railroad corridor on the New York State Register of Historic Places and the National Register of Historic Places.

b)        To promote, participate in and contribute to the rehabilitation, maintenance and operation of the Adirondack Railway connecting Snow Junction (Remsen), New York with the Lake Clear Junction and Lake Placid Termini, and including the trackage from Utica , New York to Snow Junction (Remsen).

c)        To participate, directly and/or indirectly, in the operation, management and redevelopment of the Adirondack Railway as a significant tourist and public utilization and enjoyment of the Adirondack Park .

d)        To promote, participate in and develop multiple usage of the Adirondack Railway for recreational purposes which are compatible with rail operation, including without limitation, development of snow sled trails, hiking and mountain biking trails, and utilization of the Adirondack Railway facilities as an adjunct to the usage and enjoyment of canoe trails, hiking trails, ski resorts and similar recreational facilities capable of being serviced by the Adirondack Railway.

e)        To promote public acceptance and recognition of the Adirondack Railway as an important Adirondack Park tourism attraction and as a significant and important contributor to the development and exploitation of tourism and public recreation activities within the geographical area benefited by the Adirondack Railway.

f)        To purchase, acquire, lease or otherwise acquire the Adirondack Railway, its facilities and improvements, and to receive gifts, legacies, grants and revenues to be used;

    (i)                   for the rehabilitation, maintenance and operation of the Adirondack Railway,

    (ii)                 for the promotion and public awareness of the Adirondack Railway as a tourism attraction and an important resource of the Adirondack Park ,  and;

    (iii)                for the accomplishment of any and all other public and community purposes and objectives that may be relevant or related to any of the above.

g)        To participate, directly and/or indirectly, in providing freight services along the railroad corridor.

Article III – Membership and Membership Meetings.

Section 1.  Eligibility.

1.1                Membership.  Any interested person or organization may become a member of The Corporation upon payment of dues as provided by the Board of Directors.

1.2           Honorary Members.  Any interested person or organization may become an Honorary Member if elected by a majority of the Board of Directors at a Board of Directors meeting provided there is a quorum.  Honorary members may also be appointed by the President of the Corporation.  Honorary membership shall be for a term of one year and no dues will be assessed Honorary Members.

1.3           Suspension.  A member may be, by majority vote of the Board present, temporarily suspended from the membership or expelled from membership for violation of the By-Laws of The Corporation or for conduct prejudicial to the best interested of The Corporation.

Section 2.  Rights and limitations of members.

2.1                 Members.  Members shall have the right to vote at all meetings of members,  to participate in the benefits of The Corporation and receive notices or reports issued by The Corporation.

2.2           Honorary Members.   Honorary members shall have the same rights as active members except they cannot hold office and may not receive notices or reports issued by The Corporation.

Article III – Membership and Membership Meetings – (continued).

Section 3.  Membership Meetings.

3.1                 Annual Meetings.  There will be an annual meeting at which annual reports will be presented to the general membership, results of election of Board members will be announced, and other business may be presented to the membership.

3.2                 Special Meetings.   Special meetings of membership may be called at any time, by the President or, at the request of 50 percent of the Board of Directors and must be called if there is a written request of 50 percent of the membership.

3.3                 Presiding.   The Present of the Board of Directors, or his or her designate, shall preside over the general or special meetings.

Section 4.  Notification of Meetings.

4.1           Written notice.    Written notice of the time, place and purposes of each membership meeting shall be given to each member not less than fifteen (15) days before the meeting.

Section 5.  Quorum.

5.1                 Quorum.  A quorum shall be necessary for the legal and proper conduct of any meeting of the membership of The Corporation.  A quorum of the Board of Directors shall constitute a quorum at a membership meeting.

Section 6.  Voting.

6.1                 Entitlement.  At every meeting of the membership of The Corporation, each general member shall be entitled to one (1) vote.

6.2                 Majority.  All matters brought to a vote shall be decided by majority vote of the members present.

Article IV – Board of Directors.

Section 1.  General Management.

1.1                 Board of Directors.  The general management of the affairs of The Corporation shall be vested in a Board of Directors.  The Board of Directors shall have control of the property of The Corporation and shall determine its policies with the advice of its various committees.  It shall have power to employ necessary staff and other help, authorize expenditures and take all necessary and proper steps to carry out the purposes of The Corporation and to promote its best interest.  The Board of Directors may employ an Executive Director who shall have general charge, subject to the overall control and direction of The Board of Directors, oversight and direction of the affairs and business of the organization, and sole responsibility for the employment and discharge of other staff not reporting directly to the Board of Directors.

Section 2.  Number.

2.1                 Number.  There shall be at least 5, but not more than 18 seats on the Board of Directors, including the officers.

Section 3.  Annual Meeting.

3.1                 Candidate Nomination.  The Nominating Committee will present its slate of candidates no less than sixty (60) days prior to the annual meeting.  Anyone not nominated by the Nominating Committee must notify the Secretary of their intention to be considered as a candidate not less than forty-five (45) days prior to the meeting.  The Secretary will mail ballots to the General membership.  All candidates will be allowed a brief statement relative to their candidacy included in the mailing.

3.2                 Casting Votes.  The ballots must be returned no less than fifteen (15) days prior to the annual meeting.  Ballots will be opened in the presence of an impartial observer and counted.

3.3                 Ties.  If, at any time during this process, there is a tie among a number of candidates, which number is greater than the number of vacancies remaining, the voters shall thereupon vote again, casting a number of votes equal to the number remaining vacancies.  Only the candidates who are tied may run in this subsequent election.  The remaining vacancies shall be filled as outlined above.  All subsequent ties shall be dealt with as outlined herein.

3.4                 Vacancy.  If for any reason, a vacancy occurs prior to the expiration of the three-year term of a Board Member, the Board of Directors may impanel a committee to solicit candidates for the Board of Directors to fulfill the remainder of the unexpired term.  The Board of Directors shall, at such time as it may decide, call for a special meeting of all members to vote on the candidate(s).  Notice of the election shall be sent to all members and the election shall be conducted pursuant to the rules outlined above for regular elections.  The Board of Directors may choose to fill the vacancy without an election.

3.5                 Term of Office.  The term of office for a board member shall be three years.  Board Members shall take office immediately upon announcement of election results.

  Section 4.  Resignation

4.1           Resignation.  A director may resign any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation.  Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors, the President or the Secretary, and the acceptance of the resignation shall not be necessary to make it effective.

Article IV – Board of Directors (continued).

Section 5.  Meetings.

5.1                 Meetings.  The Board of Directors shall endeavor to meet on a monthly basis.  Notification of the date, time and location of each meeting shall be provided to each Board Member no less than five days before each meeting.  Special meetings of the Board of Directors may be held upon three days notice to each Director.  These shall be called by the President of the Board of Directors or by the Secretary, in like manner, on written request of five Directors.  Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.

5.2                 Members at Board of Directors Meetings.  Any member not on the Board of Directors can attend Board of Directors meeting but may only participate by recognition of the President.

5.3                 Majority.  A majority of Directors present, whether or not a quorum is present may adjourn any meeting to another time and place.  Notice of the adjournment shall be given to all Directors who were absent at the time of the adjournment, and unless such time and place re announced at the meeting, to the other Directors.

Section 6.  Quorum.

6.1                 Quorum.  A quorum shall be required for the legal and proper conduct of the business of the Board of Directors.  A quorum shall consist of one third of the Board of Directors holding proper office.

Section 7.  Membership.

7.1                 Membership.  All Board of Directors members must be members of The Corporation.

Section 8.  Voting.

8.1                 Voting.  Each member of the Board of Directors shall have one vote.  A majority vote of those present, provided there is a quorum, shall be sufficient on any proposition presented and acted upon at a meeting.  One or more members of the Board or any committee may participate in a meeting by means of conference telephone or similar communication technology allowing all persons participating in to hear each other at the same time. Participation by such means shall constitute presence at the meeting. All Board members must be offered the opportunity to use this service if it is to be used.

8.2                 Proxy Voting.  Board members may submit a written limited proxy presented prior to a Board meeting instructing the Secretary to cast the proxy vote as instructed by the member.

Section 9.  Parliamentary Law.

9.1                 Parliamentary Law.  Robert’s Rules of Order, newly revised, shall be the controlling authority on all questions of parliamentary law not covered within the Constitution and By Laws, provided such rules do not conflict with other existing regulations.

Section 10.  Chairperson.

9.1                 Chairperson.  At all meetings of the Board of Directors, the President, Vice-President, or, in their absence, a Director chosen by the Board of Directors shall preside.

Section 11.  Attendance.

10.1              Attendance.  A Board member who has missed four consecutive meetings without having been excused for reasonable cause shall be asked to resign.  Reasonable cause shall be determined by the President or quorum of the Board of Directors.  After the second consecutive missed meeting, the Secretary shall mail a letter to the subject Board member informing him/her that if he/she does not attend the fourth meeting, a motion to remove him/her from the Board of Directors will be made at the fifth meeting.  The subject Board member may attend this fifth meeting to argue in his/her defense.

Article V -  Officers.

Section 1.  Officers, Election, Term.

1.1                 Election.  The Board of Directors shall elect by majority vote a President, First Vice-President, Second Vice-President, Secretary and Treasurer, and such other officers as it may determine, who shall be given such duties, powers and functions as hereinafter provided.

1.2                 Term.  Officers shall be elected to hold office for one year from the date of election.  Each officer shall hold office for the term for which he or she is elected and until his or her successor has been elected.  Any two or more offices may be held by the same person, except the offices of President and Secretary.

1.3                 Vice-Presidents.  Two Vice-Presidents will be elected, one each to represent the Northern and Southern section of the railroad corridor.  The Northern Section is defined as just north of Long Lake to Lake Placid and north.  The Southern Section is defined as Long Lake and south.  These Vice-Presidents will be assigned first and second status in order of their tenure as Vice-President.  In the event both Vice-Presidents have equal tenure, the President shall select a First Vice-President.

Article V – Officers (continued).

Section 2.  Removal, Resignation.

2.1                 Removal, Resignation.  Any officer elected by the Board of Directors may be removed by the Board of Directors for violation of the Constitution and By Laws of The Corporation or for conduct prejudicial to the best interests of The Corporation.  In the event of death, resignation or removal of an officer, the President of the Board of Directors shall appoint an acting successor to fill the unexpired term.  This appointment shall be confirmed or disapproved by the full Board of Directors within the next two regular meetings.

Section 3. – Duties.

3.1                 President.  The President shall be the principal executive officer of The Corporation and shall in general supervise and control all of the business and affairs of The Corporation.  He/She shall preside at all meetings of the members and of the Board of Directors.  The President, Secretary or any other proper officer of The Corporation, authorized by the Board of Directors, may sign any deeds, permits, mortgages, bonds, contracts or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agency of The Corporation.  In general the President shall perform all duties as may be prescribed by the Board of Directors from time to time.

3.2                 Vice President(s).  In the absence of the President or in the event of his/her inability or refusal to act, the First Vice-President (or Second Vice-President in the absence of the First Vice-President or in the event of his/her inability or refusal to act) 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 as from time to time may be assigned to him/her by the President or by the Board of Directors.

3.3                 Secretary.  The Secretary shall keep the minutes of the meetings of the members and the Board of Directors in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-laws or as required by law and be custodian of the corporate records of The Corporation.  The Secretary shall keep a register of the post office address of each member and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President and/or the Board of Directors.  In addition, the Secretary shall notify members of their election to office or their appointment to committees and keep a record of the transactions of The Corporation and of the Executive Board.  The Secretary is responsible for providing and maintaining The Corporation’s Conflict of Interest forms.

3.4                 Treasurer.  The Treasurer shall be responsible for the supervision of an account of all monies received or expended by The Corporation.  In general, the Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.  He/she shall report to the Board of Directors at all meetings, according to a format prescribed by the Board of Directors.

Article VI – Committees.

Section 1.  Appointments.

1.1                 Standing Committees.  The President shall, subject to approval of the Board of Directors, appoint the following standing committees:

    1.1.1            Finance.

    1.1.2            Nominating.

    1.1.3            Strategic Planning.

    1.1.4            Personnel.

    1.1.5            Corridor Management.

    1.2               Ad Hoc Committees.  Additional committees may be created and appointed by the President with the consent of the Board of Directors, as needed, for special purposes.

Section 2.  Executive Committee.

2.1                 Executive Committee.  The Executive Committee shall consist of the President, Vice-Presidents, Treasurer, Secretary and no more than two other members as appointed by the President, subject to approval of the Board.  The President shall serve as Chairperson of the Executive Committee.  The Executive Committee shall maintain surveillance of the business and affairs of The Corporation and shall be empowered to transact only such business as may be necessary between Board of Director meetings.  The Executive Committee shall submit a report of its action at the next regularly scheduled or special Board of Directors meeting.  Meetings of the Executive Committee may be called by the chairperson or by three members.

Section 3.  Finance Committee.

3.1                 Finance Committee.  The Finance Committee shall be comprised of appointed members of the Board of Directors.  The Chairman of this committee shall be the Treasurer of The Corporation.  This committee shall be responsible for overseeing the fiscal affairs of The Corporation.  The committee shall develop a budget for approval by the Board of Directors and propose policies governing the finances of The Corporation for adoption by the Board of Directors.

Article VI – Committees (continued).

Section 4.  Nominating Committee.

4.1                 Nominating Committee.  The Board of Directors shall appoint a Nominating Committee to include members of the Board of Directors and members of The Corporation not to exceed four (4).  Additional committee members may be appointed at the discretion of the Board of Directors.  The Nominating Committee shall be responsible for developing a slate of board members and officers for presentation to the membership and Board of Directors.

Section 5.  Strategic Planning Committee.

5.1                 Strategic Planning Committee.  This committee shall be comprised of members appointed by the President, subject to approval of the Board of Directors.  One of the appointed members will be selected as chairperson by the President.  This committee will be responsible for creating a two to five year organizational strategic plan.  The purpose of this plan is to identify objectives and actions necessary to guide this organization in rehabilitating, maintaining and promoting the train and recreational use of this railroad corridor.  This plan should be developed with participation and input from the Corporation’s Board of Directors, Executive Director, volunteers and corridor users.  In addition, the Strategic Planning Committee is responsible for updating the Strategic Plan when necessary and assists the Executive Director and Board of Directors in overseeing its implementation.

Section 6.  Corridor management Committee.

6.1                 Corridor Management Committee.  This committee shall be comprised of members appointed by the President, subject to approval of the Board of Directors.  One of the appointed members will be selected as chairperson by the President, subject to approval of the Board of Directors.  This committee shall be responsible for maintaining the railroad tracks and corridor.  Such activity may include, but not be limited to, brush clearing, culvert cleaning and track reconstruction in washout areas.  This committee will be responsible for developing and implementing (upon Board of Directors approval) any procedures necessary for the safe operation of any equipment used in these activities.  The committee will be responsible for obtaining all permits necessary for maintenance activities.  This committee will also coordinate the activities necessary for maintaining the placement of the railroad corridor on the New York State Register of Historic Places and the National Register of Historic Places.

Section 7.  Personnel Committee.

7.1                 Personnel Committee.  The Personnel committee shall be comprised of members appointed by the President, subject to approval of the Board of Directors.   One of the appointed members will be selected as chairperson by the President.  The committee shall be responsible develop and maintain a Personnel Policy Manual, Employee Handbook, Procedures Manual and shall, annually, evaluate the Executive Director and other employees reporting directly to the Board of Directors.

Article VII – Audit.

Section 1.  Audit.

1.1                 Audit.  The accounts of The Corporation shall be audited each year by an independent Certified Public Accountant who is not an officer, board member or employee of the Corporation.

Article VIII – Construction.

Section 1.  Construction.

1.1                 Conflict of Provisions.  If there is any conflict between the provisions of the Certificate of Incorporation and the By Laws, provisions of the Certificate of Incorporation shall govern.

Article IX – Amendments.

Section 1.  Amendments.

1.1                 Amendments.  By Laws may be amended, repealed or altered in whole or in part by the majority vote of the Board of Directors of the Corporation holding office.

Article X – Indemnification of Directors and Officers.

Section 1.  Derivative Actions.

1.1                 Derivative Actions.  The Corporation shall indemnify its Directors and Officers against judgements, fines, amounts paid in settlement and reasonable expenses and costs, including attorney fees, in connection with any claim asserted against the director or officer by action in court or otherwise, by reason of the fact that such person was director or officer of The Corporation and acting in good faith for a purpose which such person reasonable believed to be in the best interest of The Corporation, and not unlawful.

Article X – Indemnification of Directors and Officers (continued)

Section 2.  Other Actions.

2.1                 Other Actions.  Indemnification shall be provided in the manner and to the full extent afforded by Section 722 through 726 of the Not-for-Profit Corporation Law and as permitted by such law, The Corporation may provide additional indemnification pursuant to: an agreement, action of the Board of Directors, or by provision of these By Laws.

Section 3.  Nonexclusivity.

3.1                 Nonexclusivity.  Sections 1 and 2 of this Article shall be exclusive but shall include, by implication, any and all rights and remedies available to The Corporation, the Directors, and Officers by statute or otherwise, including but not limited to the purchase and maintenance or insurance to fund the aforementioned indemnification pursuant to Section 727 of the Not-for-Profit Corporation Law.

Article XI – Indemnification.

Section 1.  Actions.

1.1                 Actions.  The Corporation shall indemnify any and all employees of The Corporation to the extent and under the circumstances permissible under statute or otherwise where said employee is made or threatened to be made a party to an action or proceeding by or against The Corporation or any other Corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, or other enterprise which any employee of The Corporation served in any capacity at the request of The Corporation, by reason of the fact that he, his testator or intestate, was an employee of The Corporation, by reason of said status or capacity served such other Corporation, by reason of said joint venture, trust or other enterprise in any capacity, against judgements, fines, amounts paid in settlement and reasonable expenses, including attorney’s fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such employee acted in good faith for a purpose which he reasonable believed to be in the best interest of The Corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his/her conduct was unlawful.

Section 2.  Nonexclusivity.

2.1             Nonexclusivity.  Section 1 of this article shall not be exclusive but shall include, by implication, any and all rights and remedies available to The Corporation and its employees by statute or otherwise, including but not limited to the purchase and maintenance of insurance to fund the aforementioned indemnification pursuant to Section 727 of the Not-for-Profit Corporation Law and other statutes and laws.

Article XII – Dissolution.

Section 1.  Vote.

1.1                 Vote.  This organization may be dissolved by a two-thirds vote of the membership following a dissolution plan submitted by the Board of Directors.

Section 2.  Residual Assets.

2.1                 Residual Assets.  Upon dissolution of the organization, any residual assets shall be donated to a Not-for Profit organization(s) with purposes related to those purposes of this organization.

Article XIII – Conflict of Interest.

Section 1.  Definitions.

1.1                 Definitions.  A conflict of interest exists when a matter to be acted upon by the Board of Directors confers a direct. Substantial benefit to any Director, business or agency from which a Director of the Board of Directors derives an income or has authority in governance.

Section 2.  Abstention.

2.1                 Abstention.  A Director shall abstain from voting on any matter before the Board of Directors which places him or her in a conflict of interest.

Articled XIII – Conflict of Interest (continued

Section 3.  Procedures.

3.1             Procedures.  President shall inquire whether any Director of the Board of Directors desires to abstain for voting because of a conflict of interest and any Director of the Board of Directors shall declare that he or she abstains from voting if a conflict of interest exists.  Prior to voting on any matter, a Director of the Board of Directors may be requested by any other Director of the Board of Directors to abstain from voting because of a conflict of interest.  If the challenged Director refuses to abstain from voting as requested, the President shall immediately call for a vote of the Directors to determine whether the challenged Director is in a conflict of interest and shall be required to abstain from voting on the matter before the Board of Directors.  If a two-thirds (2/3) majority of the Directors present votes to require the abstention of the challenged Director, that Director shall no be permitted to vote.

Section 4.  Disclosure Form.

4.1                 Disclosure Form.  Each Director of The Corporation is required to submit a disclosure form indicating all asset and financial interest in The Corporation at the time of being elected to the Board of Directors and must update this information within seven days of any changes.  The Secretary is responsible for providing and maintaining the conflict of interest forms.

RKV

October 22, 1998

DTB

September 28, 2004