Give scholarships to further the educational, social and professional interests of its members or relatives of members.
Assist members in dire need.
Assist members who are victims of a disaster caused by the elements, fire, theft, etc.
Perform “Acts of Charity” by assisting social welfare projects with time or money.

Such general purposes shall be effected through the issuance by this Corporation of certificates of membership herein to chapters in the various states of the United States and the District of Columbia, as provided for in the bylaws.

The principal place of transacting the business of this Corporation shall be the address of the current National President.

ARTICLE II.

Article 2.

The membership of this Corporation shall consist of chapters throughout the various states of the United States, and the District of Columbia, to which certificates of membership have been issued in Article I provided. The annual dues of each such chapter shall be as provided in the national bylaws.

ARTICLE III.

This Corporation shall have no capital stock and shall not be conducted for pecuniary profit.

ARTICLE I.

Article 3.

The officers of this Corporation shall be a president, one or more vice presidents, a secretary and a treasurer.

The officers shall be appointed at the first meeting of the Board of Directors and shall hold office until the adjournment of the first annual convention of this Corporation. Their successors shall be elected at each annual convention of the Corporation in such a manner and for such terms as may be provided in the bylaws.

For the first year and until the adjournment of the first annual convention of this Corporation, the Board of Directors shall be as follows:

Hazel Cornell
Agnes Haugen
Lynda M. Larson
Alma E. Britting

Thereafter, said Board of Directors shall consist of the officers of this Corporation and such others as may be provided in the bylaws.

Article 4

ARTICLE V.

The bylaws of this Corporation shall be adopted at the first meeting of the Board of Directors named herein, or a majority thereof, and such bylaws may thereafter be amended in the manner provided therein.

This certificate of incorporation may be amended as provided in the bylaws.

ARTICLE VI.

The time for the commencement of this Corporation shall be January 1, 1941, and the period of its duration shall be perpetual.

Article 5

ARTICLE VII.

The names of the persons forming this Corporation are:

Hazel Cornell
Elizabeth M. Bresnahan
Evelyn Goltz
Ivy O. Grogan
Agnes Haugen
Lynda M. Larson
Alma E. Britting
Mary A. Deegan
Leda M. Mars
Josephine M. Keegan
Ruth A. Koch
Irene M. Maloney

IN TESTIMONY WHEREOF, we have hereunto set our hands and seals this 14th day of February, 1941:

(signed)

Hazel Cornell
Alma E. Britting
Elizabeth M. Bresnahan
Mary A. Deegan
Evelyn Goltz
Leda M. Mars
Ivy O. Grogan
Josephine M. Keegan
Agnes Haugen
Ruth A. Koch
Lynda M. Larson
Irene M. Maloney

In Presence of

Laurel H. Olson
Lillian G. Rohrer

STATE OF MINNESOTA § County of Hennepin

On this 14th day of February, 1941, personally appeared before me, Hazel Cornell, Elizabeth M. Bresnahan, Evelyn Goltz, Ivy O. Grogan, Agnes Haugen, Lynda M. Larson, Alma E. Britting, Mary A. Deegan, Leda E. Mars, Josephine M. Keegan, Ruth A. Koch, and Irene M. Maloney to me known to be the persons named in and who executed the foregoing Certificate of Incorporation, and each acknowledged that she executed the same as her free act and deed, for the uses and purposes herein expressed.

Laura H. Olson

Notary Public, Hennepin County, Minnesota

My commission expires December 4, 1945.

(SEAL)

As amended at Annual Convention

Philadelphia, Pennsylvania May 22-23, 1959

As amended at Annual Convention

Indianapolis, Indiana May 10-12, 2006

Article 6

Article 7

BYLAWS

ARTICLE I. NAME

Bylaws Article I.

The name of this organization shall be known as the NATIONAL ASSOCIATION OF RAILWAY BUSINESS WOMEN.

ARTICLE II. PURPOSES

Bylaw Article II.

The purposes of this Association shall be:

(a) To stimulate loyalty and interest in the railroad industry;

(b) To foster cooperation and better understanding within the railroad industry and its affiliates;

(d) To undertake charitable/benevolent and social welfare projects:

1. Give scholarships to further the educational, social and professional interests of its members or relatives of members.

2. Assist members in dire need.

3. Assist members who are victims of a disaster caused by the elements, fire, theft, etc.

4. Perform “Acts of Charity” by assisting social welfare projects with time or money.

ARTICLE III. MEMBERSHIP AND DUES

Bylaw Article III.

SECTION 1.

Membership in this association shall consist of Chapters and Member-at-Large status of the National Association of Railway Business Women.

SECTION 2.

Membership within a chapter shall include active and affiliate memberships.

(a) To be eligible for membership, a woman must be currently or formerly employed by a Railroad (freight, passenger or tourist) or Railroad connected industry. Women who are related to someone who is currently or formerly employed by a Railroad (freight, passenger or tourist) or railroad connected industry are also eligible for membership. Membership must be approved by the chapter Board of Directors.

(b) A member in good standing may request transfer of her membership from one chapter to another. She shall furnish a written request for transfer in duplicate to the president of the chapter of which she is a member stating: 1) reasons, 2) the chapter with which she desires to become affiliated and 3) the change, if any, in her home and office address. The Chapter President shall forward one copy to the president of the chapter to which transfer is requested and, in her letter of transmittal, shall furnish a complete record of membership. Upon receipt of these documents (and with approval of the chapter’s Board of Directors to which she desires to go,) transfer shall be complete without further payment of dues. Notice shall be made to the member by the president of the chapter to which transfer has been made. Dues paid by the member for the current fiscal year shall not be refunded or transferred.

(c) A member transferring to another chapter may, if she desires, retain membership as an Affiliate member in her previous chapter; this privilege shall be retroactive to time of transfer for all members desiring dual memberships. Dues in the Affiliate chapter will commence with current year. As an affiliate member, she may retain all benefits she has through that chapter which are not transferable. Also, notices, newsletters (other than CAPSULE) and other matters of interest shall be forwarded to her.

Should a member return to her previous location, she may revert her membership back to the active status in the chapter of which she holds dual membership.

SECTION 3.

(a) A prospective chapter shall submit a written application, accompanied by the chapter’s bylaws and one year’s national dues. Application shall be presented to the Board of Directors for approval. If the chapter is accepted, a numbered charter shall be promptly issued. Dues accompanying an application accepted after March 1 shall apply to the following fiscal year.

(b) In the event a prospective chapter is not accepted by the Board of Directors, it may appeal to the Second Vice President (Chairman of Chapters) and with the approval of the majority of the chapters, the application may be resubmitted to the National Board of Directors for ratification.

(c) A chapter may be disciplined or suspended by a two-thirds (2/3) vote, or expelled by unanimous vote of the Board of Directors, provided a copy of the charges has been mailed to the President and Secretary of the chapter at least thirty (30) days prior to the hearing thereon. The notice shall further state time and place of such hearing. The Board of Directors shall notify the chapter of the decision of the Board. Within thirty (30) days from the date of mailing of the decision to the chapter, said chapter may file a written notice of appeal to the Secretary of the National Association of Railway Business Women. The appeal shall be heard and decided at the next meeting of the Board of Directors.

SECTION 4.

Chapters shall follow the same fiscal year as the National Association (June 1 through May 31, inclusive).

SECTION 5.

(a) Annual dues for each chapter shall be forty dollars ($40.00) payable on or before September 10 and ten dollars ($10.00) per capita, payable on or before September 10, December 10, and March 10.

(b) A chapter failing to pay the forty dollars ($40.00) by September 10 shall be considered in arrears and shall be so notified by the Treasurer. If payment is not made within thirty (30) days thereafter, it shall be reported to the Board of Directors and by two-thirds (2/3) vote the chapter charter shall be revoked.

(c) The names and addresses of the members in each chapter shall accompany per capita remittance to the National Treasurer on or before September 10; supplemental lists showing additional members shall accompany remittances mailed on or before December 10 and March 10. Copies of these lists shall be mailed to the National Membership and National Publication Chairman.

(d) A chapter failing to pay full annual dues plus ten dollars ($10.00) per capita dues by March 10 shall not have delegates or alternates seated at convention.

(e) A chapter may have its charter reissued by submitting application to the Board of Directors accompanied by a fine of twenty-five dollars ($25.00) and current annual dues.

SECTION 6.

(a) To be eligible for membership-at-large, a woman must be currently or formerly employed by a Railroad (freight, passenger or tourist) or Railroad connected industry. Women who are related to someone who is currently or formerly employed by a Railroad (freight, passenger or tourist) or railroad connected industry are also eligible for membership. Membership must be approved by the Board of Directors.

(b) Application for Member-at-Large shall be submitted to the Membership Chairman for approval. Upon approval, the Membership Chairman shall collect from the prospective member $10.00 initiation fee and $25.00 current annual dues, which shall be presented to the Treasurer.

Dues are payable at the time of admission and on June 1 of each year thereafter. Dues accompanying an application accepted after March 1 shall apply to the following fiscal year. Members shall be notified on or before June 1 that dues are payable. Membership shall automatically cease on August 1 for nonpayment of dues.

A former member, with payment of current dues and $25.00 reinstatement fee, may be reinstated at the discretion of the Membership Chairman.

ARTICLE IV. NOMINATIONS AND ELECTIONS

Bylaw Article IV.

SECTION 1.

The nominating chairman shall be appointed by the President and with the assistance of the National Board find candidates.

SECTION 2.

Nominations for national office shall be submitted to the national nominating committee by a chapter. The names of nominees, together with their qualifications, shall be sent to the chairman on or before February 1. No name shall be placed in nomination without the consent of the nominee. Nominations from the convention floor shall be in order, upon presentation of qualifications.

To be eligible for the office of president or 1st, 2nd or 3rd vice president, a candidate shall have served as a Chapter President; and shall have been on the National Board for at least one year. All national officers and standing committee chairmen shall have been members of a chapter at least one (1) year. Only active members of the chapter shall be eligible for nomination.

SECTION 3.

A national officer shall not be eligible to be a candidate for any other national office unless her term of office expires at the close of the next convention. No national officer shall hold a national office and chapter presidency concurrently.

SECTION 4.

A national officer shall not be eligible for re-election to succeed herself in office unless she has filled a vacancy of less than one (1) year in the previous term; except the National Treasurer may succeed herself in office.

SECTION 5.

All national officers shall assume their duties at the close of the national convention at which they have been elected; and shall serve until their successors have been elected and installed.

SECTION 6.

A President, a First Vice President, a Treasurer shall be elected for one term of two (2) years in an even calendar year; a Second Vice President, a Third Vice President, a Secretary shall be elected for one term of two (2) years in an odd calendar year.

SECTION 7.

An elections committee shall consist of a chairman and two (2) members from the convention body, appointed by the President, and shall be in charge of elections. Election shall be by ballot no earlier than the second business meeting of the convention. A plurality vote shall elect. In the event there is only one nominee for an office, or a single slate, vote for that office or slate may be by voice vote.

ARTICLE V. OFFICERS AND THEIR DUTIES

Bylaw Article V.

SECTION 1.

(a) The officers of this Association shall be a President, a First Vice President, a Second Vice President, a Third Vice President, a Secretary and a Treasurer.

(b) The President, Secretary, and Treasurer shall comprise the Executive Committee and shall have the power to act in case of an emergency, such action to be ratified at the next meeting of the Board of Directors. The Executive Committee shall determine the time and place of the Board meetings.

SECTION 2.

The PRESIDENT shall preside at all meetings of the Association, the Board of Directors, the Executive Committee, and direct all affairs of the Association.

She shall appoint chairmen of all standing committees (except those of membership and public affairs), with the approval of the Board of Directors; appoint all special committees; sign, with the Treasurer or Finance Chairman, all checks of the Association; sign, with the Secretary, all official documents of the Association; appoint a parliamentarian with the approval of the Board of Directors; be ex officio a member of all committees, except the nominating committee and receive notices of all committee meetings.

When deemed necessary, the President may select and consult with an attorney, the expense to be assumed by the National Association.

SECTION 3.

The VICE PRESIDENTS, in their order, shall act in the absence of the President and serve in her capacity when she is unable to serve.

(a) The First Vice President shall be an aide to the President; Public Affairs Chairman; Press and Publicity Chairman and shall perform such other duties as assigned to her by the President.

In case of resignation or death of the President, the First Vice President shall assume the office of the presidency for the unexpired term. The Board of Directors shall fill the vacancy created.

(b) The Second Vice President shall serve as Chairman of Chapters; examine proposed amendments to chapter rules, be responsible for one social function recognizing Chapter Presidents at the annual convention. She shall maintain the President’s Handbook.

She shall, after consulting with the Secretary, with the approval of the President, prepare a resume of action taken by the Board of Directors, sending a copy of resume to the Publication Chairman for insertion in current CAPSULE.

(c) The Third Vice President shall be Chairman of Membership; have charge of the memorial service at the annual convention, maintain, publish and distribute the official National Roster/Profile of NARBW members and perform such other duties assigned to her by the President.

SECTION 4.

The SECRETARY shall keep an accurate record of all business meetings of the Association, the Board of Directors, and the Executive Committee in a permanent manner; sign, with the President, all official documents of the Association, affixing the official seal of the Association which shall be kept in her custody, carry on the correspondence of the Association; and issue calls for meetings under the direction of the President. She shall send minutes of convention to minutes approval committee within thirty (30) days following close of convention, which committee shall review and return to her within ten (10) days. Within sixty (60) days after receiving minutes from minutes approval committee, she shall prepare and forward approved minutes to members of the Board of Directors, and Chapter Presidents; copies of minutes of the Board of Directors’ meetings to members of the Board; copies of minutes of the Executive Committee meetings to members of the committee and perform such other duties as may be assigned by the President or by the Board of Directors.

SECTION 5.

The TREASURER shall be the custodian of all monies of the Association, keeping accurate records of all receipts and disbursements, (such records shall be made available for inspection by the Board of Directors); pay out only that money which has been authorized, (all checks shall be countersigned by the President); give a written report at the Board of Directors meetings and the annual convention; be an ex officio member of the finance committee; hold for safekeeping all securities owned by the Association and shall keep the Executive Committee informed as to where the securities are being held.

The Treasurer shall be bonded at the expense of the Association.

AUDIT: The records of the Treasurer shall be reviewed at the termination of the Treasurer’s term or at the change of personnel by a CPA approved by the Board of Directors and such other times as deemed necessary by the Board of Directors.

SECTION 6.

Upon completion of her term of office, the IMMEDIATE PAST PRESIDENT may remain on the National Board for another two years, filling a Chairmanship or Chairmanships of her choice, or she may choose to receive her Emeritus Council Certificate and take her seat with Past National Presidents on the Emeritus Council. If she elects to remain on the National Board, she will receive her Certificate and appointment to the Emeritus Council at the conclusion of her National Board position.

SECTION 7.

PAST NATIONAL PRESIDENTS shall be known as Emeritus Council with right to vote at conventions. Their purpose shall be to serve in an advisory capacity on special task force assignments as directed by the National President.

Chairman of Emeritus Council shall be appointed by the National President.

With proper filing of expenses and receipts, Chairman to be reimbursed, from the General Fund, for telephone, postage, and printing expenses. Duties will be to work directly with the National President and to forward assignments to Emeritus Council members. Completed assignments should be collected by the Chairman in sufficient time to prepare and present a report at the National Convention. Emeritus Council members shall not pay the registration fee for any national convention. They will be required to pay for meal functions or any other costs submitted on the registration forms (except for social function honoring Presidents). The registration fee for convention should be included in the convention budget.

ARTICLE VI. BOARD OF DIRECTORS AND ITS DUTIES

Bylaw Article VI.

SECTION 1.

The Board of Directors shall consist of the elected officers, the immediate past president, and chairmen of all standing committees.

SECTION 2.

It shall be the duty of the Board of Directors to manage the affairs of the chapter between regular meetings; to approve payment of all bills; to approve applications for membership; to fill vacancies in office except that of the President. A vacancy in office-elect shall be filled by the incoming Board immediately following the installation meeting. Before installation, the incumbent Board of Directors may fill the vacancy.

SECTION 3.

The outgoing members of the Board of Directors shall deliver their official records to their successors immediately following the installation of officers.

Bylaw Article VII.

ARTICLE VII. STANDING COMMITTEES AND THEIR DUTIES

SECTION 1.

There shall be the following standing committees:

(a) COORDINATING

(b) FINANCE

(d) PRESS AND PUBLICITY

(e) PUBLIC AFFAIRS

(f) PUBLICATION

(g) REVISIONS

(h) SCHOLARSHIP

(i) WAYS AND MEANS

(j) WELFARE

Mandatory committees may be combined; more committees may be created by the Board of Directors as need arises.

Chairmen of standing committees shall serve a term of one (1) year and may be re-appointed.

SECTION 2.

Each standing committee chairman shall submit a written plan of work to the Board of Directors for approval preferably by August 1, but no later than September 1. No work shall be undertaken without such approval. She shall attend all meetings of the chapter and the Board of Directors and submit a written annual report to the President.

SECTION 3.

(a) Coordinating Committee: The chairman shall be the First Vice President, and her committee shall be the chairmen of all standing committees. They shall coordinate committee work and shall make program plans for the year.

(b) Finance Committee shall prepare an estimate of the resources of the chapter and budget the regular expenses for the ensuing year. The budget shall be submitted to the Board of Directors for discussion, but adoption shall be by vote of the membership. The Finance Chairman shall voucher all bills within the budget for payment by the Treasurer. In an emergency, the finance chairman may sign checks with the President, with the approval of the Board of Directors. Expenditures not covered in the budget shall be submitted to the Board of Directors or to the membership for approval before payment is made.

(c) Membership Committee shall promote membership attendance at meetings; stimulate interest in the organization; receive applications for membership and report to the Board of Directors and membership; maintain an up-to-date indexed membership file and furnish the President and Treasurer with an up-to-date list of names and addresses of members.

(d) Press and Publicity Committee shall be responsible for press and publicity notices of all kinds.

(e) Public Affairs Committee shall keep the members informed of proposed legislative bills concerning the railroad industry and other matters affecting the interest of the members.

(f) Publication Committee shall be responsible for the publications of the chapter, under the direction of the President and shall report activities of the chapter to the national chairman.

(g) Revisions Committee shall furnish a copy of the chapter bylaws to each member; review bylaws and may offer amendments to them other than mandatory articles; may submit an amendment to the mandatory articles in chapter bylaws, or national bylaws upon recommendation of two-thirds (2/3) of members present and voting.

(h) Scholarship Committee shall encourage members (or their families) to get an education and further themselves in the transportation industry by making an application for our scholarship fund.
Scholarship Committee shall stimulate interest in the National scholarship by furnishing information to members and it may sponsor projects for the benefit of the national scholarship fund (funds to be turned over immediately to the Treasurer, who shall keep them in a separate fund).

(i) Ways and Means Committee shall be responsible for money-raising projects for the benefit of the general fund. Such funds are to be turned over immediately to the Treasurer.

(j) Welfare Committee shall further the national welfare project and shall propose and direct local welfare projects approved by the Board of Directors and membership.

ARTICLE VIII. MEETINGS

Bylaw Article VIII.

SECTION 1.

A convention of this Association shall be held in May of each fiscal year. At the last business meeting of the convention, advisory vote shall be taken which may serve as a guide to the Board of Directors in determining the exact date and location of the convention three (3) years in advance.

A convention shall be called by written notice, prepared and sent by the National Secretary to each chapter, at least sixty (60) days prior to said convention.

To assist the National Secretary, a recording device may be employed for all business meetings of the convention, such cost to be covered by the convention budget.

SECTION 2.

Special meetings of this Association may be called at any time by the President or the Board of Directors, giving at least thirty (30) days written notice to each chapter, the purpose of which shall be stated in the call to the meeting and no other business shall be transacted.

SECTION 3.

A majority of chapters registered at any annual convention and/or special meeting of this Association shall constitute a quorum.

SECTION 4.

The Board of Directors shall hold meetings each year as determined by the Executive Committee; one of which shall be held after the convention’s last business meeting. A majority shall constitute a quorum. Business may be transacted by mail.

SECTION 5.

The Executive Committee shall meet upon call of the President or any two Board members. Majority of the committee shall constitute a quorum.

ARTICLE IX. STANDING RULES

Bylaw Article IX.

SECTION 1.

Each chapter shall be entitled to four (4) delegates or their alternates to the annual convention. The first delegate shall be the president and the president-elect, if any, shall be the second delegate. Remaining delegates and alternates shall be elected by the chapter at its March regular meeting. Names of delegates and alternates shall be forwarded promptly to the National Credentials Committee Chairman; each delegate or alternate registered and present at the convention shall be entitled to cast her own vote only.

Only active members of a chapter may be elected as delegates or alternates to a convention.

SECTION 2.

Each member of the Board of Directors shall be a delegate to the annual convention and shall cast her own vote only.

SECTION 3.

Members-at-large attending convention shall be entitled to be voting delegates (not to exceed four (4) delegates). Should more than 4 members-at-large attend convention; the first four registered shall be the delegates. Remaining members-at-large attending convention shall be the alternates.

ARTICLE X. DISSOLUTION OF ASSOCIATION

Bylaw Article X.

SECTION 1.

In case it becomes desirable or is necessary to dissolve this Association, after paying all liabilities, all assets shall be distributed to an organization or organizations operated exclusively for charitable or educational purposes as shall at that time qualify under the Internal Revenue Code.

ARTICLE XI. PARLIAMENTARY AUTHORITY

Bylaw Article XI.

SECTION 1.

Roberts Rules of Order Newly Revised, shall be the parliamentary authority and shall cover all rules not covered by the national articles of incorporation, the national constitution and bylaws, these bylaws, and the standing rules of this chapter.

SECTION 2.

A parliamentarian (if any) shall be present at all business meetings of the chapter, the Board of Directors, meetings of the nominating and revisions committees, and at such other meetings that the President may direct.

ARTICLE XII. AMENDMENTS

Bylaw Article XII.

The mandatory provisions of these bylaws may be amended at any national convention or adjourned meeting thereof; or at any special meeting called for this purpose by a two-thirds (2/3) vote of the delegates present and voting, provided the proposed amendment has been sent to all chapters and to members of the National Board of Directors at least thirty (30) days prior to the national convention or special meeting; or without previous notice, these bylaws may be amended by unanimous vote of delegates present and voting.

The proposed amendments shall have been presented by a chapter, the National Executive Committee, the National Board of Directors, or the National Revisions Committee. A proposed amendment shall be submitted in writing on or before December 16 to the National Revisions Chairman.

A non-mandatory provision of these bylaws may be amended at any regular meeting of the chapter by a two-thirds (2/3) vote of the members present and voting after previous notice has been given in the call to the meeting.

Adopted at Annual Convention May 1960.

4th reprinting, including all amendments,

authorized at Annual Convention – May 1981.

5th reprinting, including all amendments,

authorized at Annual Convention – May 1987.

6th reprinting, including all amendments,

authorized at Annual Convention – May 1991.

7th reprinting, including all amendments,

authorized at Annual Convention – May 1994.

8th reprinting, including all amendments,

authorized at Annual Convention – May 1999.

9th reprinting, including all amendments,

authorized at Annual Convention – May 2003.

10th reprinting, including all amendments,

authorized at Annual Convention – May 2006.

11th reprinting, including all amendments,

Authorized at Annual Convention – May 2011

The National Association of Railway Business Women

Connecting, Learning & Giving

National Constitution & Bylaws

NATIONAL ASSOCIATION OF RAILWAY BUSINESS WOMEN

INDEX

We, the undersigned, for the purpose of forming a corporation under and pursuant to the provisions of chapter fifty-eight (58), General Statutes 1923, and laws amendatory thereof and supplementary thereto, do hereby associate ourselves together as a body, corporate, and adopt the following:

NARBW - Connecting, Learning & Giving

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