CONSTITUTION AND BY-LAWS
RAILCAR TECHNICAL SERVICESS ASSOCATION
Adopted at Annual Meeting, October 1939
Amended – September 1959,1962,1970,1982,1984
Adopted as Revised September 1986
Amended, September 1988
Amended, September 1993
Amended September 2006
Amended September 2012
Amended September 2017
Amended September 2020
Article I – Title
The name of the Association shall be the RAILCAR TECHNICAL SERVICES ASSOCIATION.
Article II – Objective
The objective of this Association shall be to bring together individuals interested in rail car matters, for the advancement of knowledge pertaining to the safe, economical operation of rail cars; and to exchange ideas, discuss problems, promote uniformity, and generally effect safety and economics in car construction, maintenance, and operation; and also make recommendations to the Association of American Railroads for revisions to the AAR Field and Office Manuals of the AAR Interchange Rules and the AAR Manual of Standards and Recommended Practices.
Article III – Membership
SECTION I – Any person or company serving a Railroad Company, a Private Car Company, Transit Authority or Railway Supply Company, connected directly or indirectly with a railroad, who or which support the objectives of the Association, shall be eligible for membership.
SECTION 2 – Membership shall be divided into three classes as follows:
Honorary: Past Presidents and members on the life membership roll.
Individual: Active or retired individuals representing railroad companies, private car companies, transit authorities or railway supply companies.
Company: Companies or organizations associated with a railroad company, a private car company, transit authority or a railway supply company.
Article IV – Board of Directors
The Board of Directors shall be responsible for governing the affairs of the association.
The Board shall consist of no more than twenty five (25) active members representing railroad companies, private car companies, rail transit operators, railway supply companies, and railroad publication companies. Additionally, past Presidents, who remain active, shall be retained as Board members at the discretion of the Board of Directors.
Article V – Officers
SECTION 1 – The Officers of the Association shall consist of the President, three Vice Presidents, and the Secretary. They shall be active members of the Board of Directors.
SECTION 2 – The President shall be Chairman of the Board and preside at meetings of the Association and Board of Directors. The President will serve a two-year term. The President shall appoint Committees as necessary. In the event of a vacancy in the office of President, due to death, illness, resignation or other reason, such vacancy will be filled by a Past President, or a Vice-President, subject to a decision by the Board.
SECTION 3 – There shall be three Vice-Presidents (the Vice Presidents shall be of equal rank). They shall act as Chairmen of Membership, in areas of sectors designated by the President. The terms of each level of Vice-Presidents is two years. In the event of a vacancy in the offices of Vice-President, the vacancy will be filled by a majority vote of the Board of Directors on recommendation of the Nominating Committee.
SECTION 4 – The Secretary shall serve as Secretary of the Board of Directors. The Secretary shall arrange for the recording of minutes of the annual meeting, the communication of the Association Proceedings, and all administrative functions pertaining to the business affairs of the Association. The Secretary shall monitor and oversee all funds. The Secretary, or an approved outside organization, shall pay the bills, and furnish reports on the financial condition of the Association as may be requested by the President or Board of Directors, at any time. The Secretary shall have the accounts of the Association audited, by a duly appointed audit committee of no less than two board of directors members prior to the annual meeting in order that the report of this audit may be available for the members at the annual meeting.
The Board of Directors, by majority vote and a written agreement, may use one or more outside organizations to manage the financial aspects of the Association and to perform audits of the records. At the annual meeting, the Secretary shall furnish a formal report on the financial condition of the Association.
Compensation paid to the Secretary shall be determined by the Board of Directors. Any disbursements over $2,000 shall require a co-signature. The Board of Directors shall have latitude regarding this limit depending upon the needs of the organization and current economic conditions.
The Secretary shall ensure that a document is filed with the financial institution outlining the withdrawal of funds policies established by the Board of Directors and ensure that this document is kept current, and consistent with changes made from time-to-time by the Board.
The Secretary shall maintain funds in a draw account to be used for travel expenses in the maximum amount of $2,000. Travel expenses will be reimbursed as incurred, a travel expense form must be submitted to the President for review within 30-days of reimbursement. The reviewed expense account will be forwarded to the Audit Committee once approved by the President.
SECTION 5 – The Board of Directors shall be fully responsible for the affairs of the Association.
Article VI – Election of Officers
SECTION 1 – The Nominating Committee shall recommend to the Board its nominations for all vacancies that may exist for officers, directors and committees during Board meetings, or by electronic communication (e.g., e-mail). The Nominating Committee may give consideration to its selection of the Vice-President to be recommended for the Presidency, without regard to the chronological order of his previous election to the office of Vice-President.
SECTION 2 – The election of officers and members of the Board of Directors may occur anytime during the fiscal year by majority vote. In the case of rejection, the Nominating Committee shall immediately recommend substitution for the rejected nominees or recommend that the said position or positions remain vacant.
Article VII – Amendments
The Constitution may be amended by a majority vote of the Board members, provided such amendment has been proposed in writing to the President at least 30-days prior to the vote.
Article VIII – Honorary Life Membership
Past Presidents shall become Honorary Life Members. The same privilege may apply to other members who have performed meritorious service at the discretion of the Board of Directors Honorary Life Members shall be exempt from payment of dues.
Article I – Annual Meetings
The annual meeting of the Association shall be held during the Railway Supply Institutes’ Educational and Technical Conferences.
Article II – Order of Annual Business Meeting:
Meeting called to order.
Approvals of Minutes of last Annual Meeting.
Address by President.
Reports of Committees.
Reports of Secretary
Election of Officers.
Article III – Quorum
A majority of the filled Board of Director seats shall constitute a quorum for the transaction of business at any Board meeting. A majority of the members of the Association shall constitute a quorum for the transaction of business at membership meetings.
Article IV – Association Year
The fiscal year of the Association shall begin on September 1 and terminate on August 31.
Article V – Dues
Dues for Individual Members and Company Members shall be determined by the Board.
Article VI – Delinquent Members
Members whose dues are in arrears shall be notified of such delinquency. If their dues are not paid within a reasonable time, their membership shall be terminated.
Article VII – Proceedings
The Proceedings covering the annual meeting, containing reports of all Committees and other programmed materials; Constitution and By-Laws; Members of Committees; Company Members; Railroad, Private Car Line, Transit Authority and Railway Supply Company Members; shall be published in either print or electronic format. Committee reports prepared for the annual Educational and Technical Conference and annual business meeting are to be submitted to the Secretary at least 60-days before the meeting and approved by the President and Board of Directors before being presented to the annual meeting.
Article VIII – Special Meeting
The President or the Board of Directors may call a special meeting at any time.
Article IX – Voting
SECTION 1 – The majority of the members present shall decide any questions, motion, or resolution coming before the Association.
SECTION 2 – The Bylaws may be amended at the annual meetings by majority vote of the members present, provided such amendment has been proposed in writing to the President not less than 30 days prior to the meeting.
Article X – Committees
Committees to be appointed by the President and approved by the Board of Directors shall be as follows:
• Nominating Committee
• Audit Committee
• Protective Coating Committee
• Repair Facilities Committee
• Such other committees as appointed by the President and approved by the Board of Directors.
Article XI – Committee Procedures
SECTION: 1 – Duties:
(a) Committees shall consider such subjects as may be referred to them by the Board of Directors or as may be initiated by them relating to the scope of their activities.
(b) Committees shall render reports to the Annual Technical Conference on subjects of interest to the membership.
SECTION 2 – Order of Succession:
The Chairman of the Committee, as elected by its Members and approved by the Board of Directors, will preside at meetings of the Committee, and in his absence, the Vice President will preside. Should there be a vacancy in the position of Chairman, the Vice-Chairman will fill the position. The Committee will also elect its Vice-Chairman. The Board of Directors shall appoint Committee members to succeed in these positions.
SECTION 3– Reports and Presentations:
(a) Each Committee Chairman, other than the Nominating Committee whose duties are shown defined in Section VI of the Constitution and the Audit Committee, whose duties are defined in Article V, Section 4 of the Constitution, shall prepare a report of the activities of the Committee and send it to the Secretary for presentation to the Board of directors, no later than August 1 of each year.
(b) Each Committee will be responsible for developing subjects of timely interest to the membership for presentation at the Annual Technical Conference of the Association. This subject as well as the manner of presentation must be approved by the Board of Directors prior to the Annual Technical Conference.
Article XII – Rules of Order
The meeting of the Association shall be governed by Roberts’ Rules of Order, excepting as otherwise herein provided.