BY-LAWS AND ARTICLES OF INCORPORATION OF THE
FRIENDS OF THE RAILROAD PARK, INCORPORATED (FORRP), EIN # 86-2632575
Section 1. NAME
The name of this nonstock organization shall be: Friends of the Railroad Park Incorporated.
Section 2. AUTHORITY
The nonstock Corporation is incorporated under Wisconsin Statutes Chapter 181, classification: public educational charity, not for profit–historical societies, related historical activities parks and playgrounds (N32: organizations that develop, maintain and make available to the general public recreational areas which are equipped with athletic fields and courts, campgrounds, picnic areas and a variety of recreational trails such as bridle trails, hiking trails, off-the-road vehicle trails and snowmobile trails). This organization shall have the power to conduct any and all such business transactions permitted of organizations of this type under the laws of the State of Wisconsin except that this organization shall not take any action or otherwise exercise any power which would potentially endanger the organization’s tax exempt status as may be granted pursuant to Section 501 (c) (3) of the Internal Revenue Code, as amended. Donations to this organization will be tax deductible.
Section 3. PURPOSE
The purpose of the Friends of the Railroad Park Incorporated’s focus is to showcase Spooner, WI’s rich railroad history by preserving the City of Spooner’s rare, historic roundhouse and turntable, develop the surrounding unused, blighted brownfield, downtown Spooner property into a railroad-themed park, and offer year-round educational, culturally rich gathering place for residents and visitors. This park will be the hub of the city, providing a pavilion, walking/biking trails with signs describing the ancient sites crucial to train operation, areas for music and festivals, picnic tables, playground equipment, parking lot, and other amenities.
Section 4. LIMITATIONS OF METHODS:
1. NON-PROFIT STATUS – No part of the net earnings of the corporation shall insure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, exception that the foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in further of the purposes set forth in the Purpose Statement herein. No substantial part of the activities of the foundation shall be the carrying on or propaganda, or otherwise attempting to influence legislation, and the foundation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles of incorporation, the foundation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under § 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code or (b) by a corporation, contributions to which are deductible under § 107(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
2. DISSOLUTION. Upon the dissolution of the foundation, assets shall be distributed for one or more
exempt purposes within the mean of § 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal officer of the corporation is then located, exclusively for such purposes or to such organization or organizations, as such court shall determine, which are organized and operated exclusively for such purposes. § 501(c)(3) of the Internal Revenue Code. Upon dissolution, any assets will be given to the City of Spooner. The Railroad Park Roundhouse is located at 451 Roundhouse Road, Spooner, WI 54801, and the Railroad Pavilion is located at 475 Roundhouse Road, Spooner, WI 54801.
Section 5. OFFICES:
1. PRINCIPAL OFFICE: The Corporation may have such principal and other offices, as the Board of Directors may designate or as the business of the Corporation may require from time to time. The current designated principal office: City Hall, 515 N. Summit Street, mailbox: PO Box 548, Spooner, WI 54801.
2. REGISTERED OFFICE: The registered office of the Corporation required by the Wisconsin Business Corporation Law to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office on the State of Wisconsin, and the address of the registered office may be changed from time to time by the Board of Directors.
BOARD OF DIRECTORS
Section 1. POWER AND AUTHORITY:
The Board of Directors shall manage the business affairs and property of the corporation. In addition to those powers granted by the Articles of Incorporation, the Board of Directors may engage an individual (staff) to act in an administrative capacity in accordance with the needs of the Friends of the Railroad Park Inc.
Section 2. AUTHORITY, NUMBER, AND TERM OF OFFICE:
The Board of Directors shall consist of not less than three (3) to five (5) members with the possibility of two (2) alternates, and the Spooner City Mayor who shall serve on the board ex officio, all being voting members. One member shall be a city alderperson and the balance at-large citizens. Directors shall serve terms of three (3) years. Directors shall be nominated and approved/elected by the Board. Directors whose terms are expiring at said meeting should have the right to participate in said elected/approved. Directors shall take office immediately following their election.
Section 3. REMOVAL:
Any Director may be removed from office with or without cause at a regular or a special meeting by a two-thirds (2/3) vote of all Directors then in office.
Section 4. VACANCIES:
Vacancies on the Board caused by death, resignation, or removal shall be filled at any meeting by a majority vote of the remaining Directors. Directors elected to fill vacancies on the Board shall serve the unexpired term associated with the vacant position.
Section 5. QUORUM FOR VOTING REQUIREMENTS:
A quorum shall consist of a majority of membership of the board and all questions shall be decided by a majority of the same.
Section 6. COMPENSATION AND REIMBURSEMENTS:
No Director shall be entitled to receive compensation for services as a Director of the Corporation.
The Board may allow reimbursements to such Directors/Officers and future staff as necessary for actual
approved expenses incurred without pay. This section shall not limit reimbursement of Directors for expenses
incurred on behalf of the Corporation.
Section 1. OFFICERS:
The Officers of the Board of Directors and of the Corporation shall be President, Vice President, Secretary/Treasurer. The Board may appoint such other Officers, as it deems necessary.
Section 2. ELECTION AND TERM OF OFFICE:
The Board of Directors shall at their first meeting, or as soon thereafter as may be convenient, elect from among their number a President, Vice President, Secretary/Treasurer. The President and Vice President shall be elected for a term of two years. The Secretary/Treasurer can be an annual election.
Section 3. PRESIDENT:
The President shall be the senior officer of the Corporation and shall preside over the board at all meetings and make rulings on procedural questions. Roberts’s Rules of Order shall guide the President’s procedural rulings. The President shall appoint committees of the Board not otherwise provided herein. The President may sign all papers, orders, and documents requiring signature, and perform such other duties as may be incumbent upon that office or as maybe prescribed from time to time by the Bylaws.
Section 4. VICE PRESIDENT:
A Vice-President who shall assume the duties of the President in his or her absence as well as other duties by appointment as the need arises.
Section 5. SECRETARY/TREASURER:
A Secretary/Treasurer who shall record minutes, assume the responsibility as custodian of all records of the corporation, keep the financial records and bear the responsibility payment of any experts or administrator, and administer funds and grants. The secretary shall sign all documents as required, and shall perform such duties as may be assigned to the Secretary by the President.
Section 6. THE EXECUTIVE DIRECTOR:
The Board of Director’s may hire an Executive Director who would be the principal executive office of the Corporation, subject to the control of the Board of Directors and the President, shall have responsibility for the day-to-day management of the business and affairs of the Corporation. The Executive Director shall have authority to sign, execute, and acknowledge, on behalf of the Corporation, all documents or instruments necessary or proper to be executed in the Course of the Corporation’s regular business and which are authorized by the resolution of the Board of Directors. The Executive Director shall act as the chief spokesperson of the organization, be responsible for the scheduling of volunteers, see that all notices be duly given in accordance with the provision of these Bylaws or as required by law, in general, shall perform all duties incident to the Office of the Executive Director and general manager of the Corporation and such other duties as may be prescribed by the Board of Directors from time to time.
Section 7. OTHER ASSISTANTS, ACTING OFFICERS AND CONSULTANTS:
The Board of Directors shall have the power to appoint any person to act as assistant to any officer, or to perform the duties of such assistant or acting officer appointed by the Board of Directors shall have the power to perform all the duties of the office to which he/she is appointed to be assistant, or as to which he/she is appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors. The Board of Directors may hire a Consultant(s) to help with fundraising, board orientation and development, strategic planning, executive search, facility planning, membership promotion, marketing, public relations, and event planning, establishing a written agreement that stipulates: scope of the work; progress communication; description of the final product (written report, oral presentation, or a combination); timeline and responsibilities; fees, whether hourly or project-based.
Section 8. COMPENSATION AND REIMBURSEMENTS:
No Director shall be entitled to receive compensation for services as a Director of the Corporation,
with the exception that a person may receive compensation for his/her work as Executive Director of the
Corporation, or other staff or Consultant hired/contracted at a later date. The Board may allow reimbursements
to such Directors/Officers and future staff as necessary for actual approved expenses incurred without pay. This
Section shall not limit reimbursement of Directors for expenses incurred on behalf of the Corporation.
Section 1. REGULAR MEETING:
Regular meetings shall be held at least quarterly and could be monthly at such time and place set by resolution of the Board.
Section 2. SPECIAL MEETING:
Special meetings shall be held at the call of the President or upon written request of one-third (1/3) of the Directors.
Section 3. NOTICE OF MEETING:
Written notice of purpose, time and place of all meetings shall be given to each Director, either
personally, facsimile, email, or by mailing it to his or her designated address, at least three (3) business days prior to the time of the meeting.
Section 4. WAIVER OF NOTICE:
A meeting of the Board of Directors may be legally held if at least a three-fourths (3/4) majority of the directors signs a waiver of notice of that meeting.
Section 1. IN GENERAL:
The Board of Directors shall by resolution establish such committees as it may deem necessary or
advisable. The President shall appoint the members. The President shall be an ex-officio member of all
CONTRACTS, LOANS, CHECKS, DEPOSITS
Section 1. CONTRACTS:
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument general or confined to specific instances.
Section 2. LOANS:
No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name, unless authorized by or under the authorization of a resolution of the Board of Directors. Such authorization may be general or confined to specific instances.
Section 3. CHECKS, DRAFTS, ETC:
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 such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board of Directors.
Section 4. DEPOSITS:
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trusts companies, or other depositories as may be selected by or under the authority of the Board of Directors within 48 hours.
LIABILITY AND INDEMNITY OF OFFICERS AND DIRECTORS
Section 1: LIABILITY OF DIRECTORS AND OFFICERS:
No person shall be liable to the Corporation for any loss or damage suffered by it on account of any action taken or omitted to be taken by him/her as a Director of Officer of the Corporation, or of any other Corporation which he/she serves as a Director or Officer at the request of the Corporation in good faith, if such person:
1. Exercised and used the same degree of care and shill as a prudent person would have exercised or used under the circumstances in the conduct of his/her own affairs.
2. Took or omitted to take such action in reliance upon the advice of Counsel for the Corporation or upon statements made or information furnished by officers or employees of the Corporation which he/she had reasonable grounds to believe to be true. The foregoing shall not be exclusive of other rights and defenses to which he/she may be entitled as a matter of law.
Section 2. INDEMNIFICATION:
The Corporation shall indemnify all persons to the full extent now or hereafter permitted by Wisconsin Statutes. The Corporation specifically adopts the indemnification provisions of Sections 181.041 through 181.47 of the Wisconsin Statutes. Further, the right of such indemnification as set forth in the Statute shall extend to any and all volunteers who work at the Corporation as set forth in SS 181.041 through SS 181.47 of the 1991 – 1992 Wisconsin Statutes.
Section 3. TRANSACTION WITH THE CORPORATION:
The Board of Directors may from time to time authorize transactions by Officers, Directors, and Employees with the Corporation, but may not authorize lending money or granting credit of the Corporation to or for the use of such Officers, Directors, and Employees.
Section 1. FISCAL YEAR:
The fiscal year of the Corporation shall end on December 31st of each year.
Section 1. Seal:
There shall be no Corporate Seal.
AMENDMENT OF BY-LAWS
These by-laws may be amended at any time by a majority vote of the Board of Directors. Dated this 16th day of March, 2021. (Incorporation filed with State of Wisconsin on this date by Terri Reiter.
BY-LAWS AND ARTICLES OF INCORPORATION OF THE