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OVR bylaws
 BY-LAWS, Ohio Valley Railcars Inc.
ARTICLE 1.  OFFICES
SECTION 1.  PRINCIPAL OFFICE.  The principal office of the corporation shall be at 3922 Rocky River Dr. Cleveland, Ohio 44111
SECTION 2.  OTHER OFFICES.  The corporation may also have offices at such other places within or without the State as the Board of Directors may from time to time determine or the activities of the corporation may require.
SECTION 3.  REGISTERED OFFICE.  The registered office of the corporation
shall be established and maintained at 3922 Rocky River Dr. Cleveland, Ohio 44111 (hereinafter, called the "State").
ARTICLE 2.  MEETING OF MEMBERS
SECTION 1.  ANNUAL MEETINGS.  Annual meetings of members for the election of directors and for such other business as may be stated in the notice of the meeting, or as may properly come before the meeting, shall be held at such places, either within or without the State, and at such times and dates as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.  In the event the Officers fail to so determine the time, date, and place of the meeting, the annual meeting of members shall be held at the principal office of the corporation before May 31st of the calendar year.
SECTION 2.  OTHER MEETINGS.  Meetings of members for any purpose, other than the election of directors, may be held as such time and place, within or without the State, as shall be stated in the notice of the meeting.
SECTION 3.  VOTING.  Each member is entitled to one vote on each matter that the Board of Directors has determined will be submitted to a vote by the members.  At the present time, the Board has determined that the only matter which will be submitted to the members for a vote is the election of Directors.  
SECTION 4.  MEMBERSHIP.  The officer who has charge of the membership ledger of the corporation shall, at least ten days before each meeting of members, prepare a complete, alphabetically addressed; list of the members entitled to voted at the ensuing election.  Said list shall be open to the examination of any member, for a period of at least 10 days prior to the meeting, available by request from the officer who has charge of the membership ledger of the corporation. The list shall be available for inspection at the meeting.
SECTION 5.  QUORUM.  Except as otherwise required by law, by the Articles of Incorporation, or by these Bylaws, the presence, in person or by proxy, of 5% of the members of the corporation entitled to vote thereat shall constitute a quorum at a meeting for the transaction of any business.
SECTION 6.  SPECIAL MEETINGS.  Special meetings of the members for any
purpose, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the
directors or members entitled to vote.  Such request shall state the purpose of the proposed meeting.
SECTION 7.  NOTICE OF MEETINGS.  Written notice, stating the place, date, and time of the meeting, and the general nature of the business to be considered, shall be given to each member entitled to vote thereat at his address as it appears on the records of the corporation, not less than thirty (30) nor more than fifty (50) days before the date of the meeting.
SECTION 8.  BUSINESS TRANSACTED.  No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the members entitled to vote thereat.
SECTION 9.  ACTION WITHOUT MEETING.  Except as otherwise provided by the
Articles of Incorporation, whenever the vote of members at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or the Articles of Incorporation or of these Bylaws, the meeting and vote of members may be dispensed with, if all the members who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporation action being taken.
ARTICLE 3.  DIRECTORS
SECTION 1. NUMBER AND TERM. The board has established that the number of seats on the board of directors shall be five (5) or no fewer than required by law. These seats shall be filled in the following manner: Prior to the annual meeting, an election judge shall be appointed by the current board to oversee the elections for the coming term. Nominations will be received by the election judge for that years elected Board positions, the announcement of which is placed
in the NOTICE OF MEETING. Upon receipt of these nominations, the election judge shall contact the nominated member to ascertain that member’s acceptance or denial of the nomination. The election judge will then prepare a ballot based upon the names of the accepted nominations. These ballots will be presented for a vote to the members in good standing attending the annual meeting.. If it is an odd number year, three(3) seats will be up for election and the election judge will instruct the members to vote for any three names on the ballot. In an even number year, there will be two(2) seats up for re-election. The election judge will then instruct the members to vote for any two names on the ballot. The winners of the election will serve for a two year term.
SECTION 2.  RESIGNATIONS.  Any director, member of a committee or other
officer may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and, if no time be specified, at the time of its receipt by the president or secretary.  The acceptance of a resignation shall not be necessary to make it effective.
SECTION 3.  VACANCIES.  If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, through less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, and to hold office for the unexpired term and until his successor shall be duly chosen.
SECTION 4.  REMOVAL.  Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the membership certificates outstanding and entitled to vote, at a special meeting of the members called for the purpose, and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority of the members entitled to vote.
SECTION 5.  INCREASE IN NUMBER.  The number of directors may be increased by amendment of these Bylaws by the affirmative vote of a majority of the directors, though less than a quorum, by the affirmative vote of a majority of the members entitled to vote, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.
SECTION 6.  COMPENSATION.  Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board, a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefore.
SECTION 7.  ACTION WITHOUT MEETING.  Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committed thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the Board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.
SECTION 8. NON-LIABILITY OF DIRECTORS No Director(s) or officer(s) either together or individually, shall be personally liable for any debts, liabilities, or other obligations of
the Association.
 
 
ARTICLE 4.  OFFICERS
SECTION 1.  OFFICERS.  The officers of the corporation shall consist of a president, a treasurer, and a secretary, and shall be elected by the Board of Directors and shall hold office until their successors are elected and qualified.  In addition, the Board of Directors may elect a chairman, one or more vice-presidents and such assistant secretaries and assistant treasurers as it may deem proper.  None of the officers of the corporation need be directors.  The officers shall be elected at the annual meeting as the first order of business after the election and qualification of Directors.  More than two offices may be held by the same person, except the offices of president and secretary, unless there is only one member.
SECTION 2.  OTHER OFFICERS AND AGENTS.  The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors.
SECTION 3.  CHAIRMAN.  The Chairman of the Board of Directors, if one be
elected, shall preside at all meetings of the Board of Directors, and he or she shall have and perform such other duties as from time to time may be assigned to him or her by the Board of Directors.
SECTION 4.  PRESIDENT.  The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of the president of a corporation.  He or she shall preside at all meetings of the members if present thereat, and in the absence or nonelection of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the affairs of the corporation. Except as the Board of Directors shall authorize the execution thereof in some manner, he or she shall execute bonds, mortgages, and other contracts on behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the secretary or treasurer or an assistant secretary or assistant treasurer.
SECTION 5.  VICE-PRESIDENT.  Each vice-president shall have such powers and shall perform such duties as shall be assigned to him by the directors.
SECTION 6.  TREASURER.  The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation.  He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.  the treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the president, taking proper vouchers for such disbursements.  He or she shall render to the president and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his or her transactions as treasurer and of the financial condition of the corporation.  If required by the Board of Directors, he or she shall give the corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board shall prescribe.
SECTION 7.  SECRETARY.  The secretary shall give, or cause to be given,
notice of all meetings of members and directors, and all other notices
required by law or by these Bylaws, and in case of his absence, or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the president, or by the directors, or members entitled to vote, upon whose requisition the meeting is called as provide by these Bylaws.  He or she shall record all the proceedings of the meetings of the corporation and of directors in a book to be kept for that purpose, and shall affix the seal to all instruments requiring it, when authorized by the directors or the president, and attest the same.
SECTION 8.,  ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.  Assistant
treasures and assistant secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.
ARTICLE 5.  MEMBERSHIP
SECTION 1.  MEMBERSHIP Membership is open to all persons.
SECTION 2.  MEMBERSHIP DUES. Membership dues are required at a rate determined by the Board of Directors.
ARTICLE 6.  PROHIBITION OF DIVIDENDS
SECTION 1.  PROHIBITION OF DIVIDENDS.  No part of the net earnings of the corporation shall inure to the benefit of, or be distributable, as dividends or in any other manner, to its members, directors, officers or other private persons, except that the corporation shall be authorized  and  empowered  to pay  reasonable  compensation  for  services  rendered  and  to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation.  Further, upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Law) as the Board of Directors shall determine.  Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the County in which the principal
office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE 7.  CORPORATE SEAL
SECTION 1.  SEAL.  The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words "CORPORATE SEAL - Ohio Valley Railcars Inc.  Said seal may be used by
causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.
ARTICLE 8.  FISCAL YEAR
SECTION 1.  FISCAL YEAR.  The fiscal year of the corporation shall be the calendar year, unless otherwise determined by resolution of the Board of Directors.  
ARTICLE 9.  EXECUTION OF CORPORATION INSTRUMENTS
SECTION 1.  INSTRUMENTS.  All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.
ARTICLE 10.  NOTICE AND WAIVER OF NOTICE
SECTION 1.  NOTICE.  Whenever any notice is required by these Bylaws to be given, personal notice is not meant unless expressly stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the Untied Sates mail, postage prepaid, addressed to the person entitled thereto at this or her address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing.  Members not entitled to vote shall not be entitled to receive notice of any meetings, except as otherwise provide by statute.
SECTION 2.  WAIVER OF NOTICE.  Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Articles of Incorporation the corporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed proper notice.
ARTICLE 11.  AMENDMENTS
SECTION 1.  AMENDMENTS.  These Bylaws may be altered and repealed and Bylaws may be made at any annual meeting of the members or any special meeting thereof if notice thereof is contained in the notice of such special meeting, by the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice thereof is contained in the notice of such special meeting.

 

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