The Society's constitution

1. The name of this organization shall be the Upper Canada Railway Society.
2. The purpose of this society is to promote the study of, and encourage interest in the railways of Canada. It seeks to study the past, understand the present, and further the future. It is interested in the railway in all its branches—construction, operating, and mechanical and in all means of propulsion—steam, diesel, electric, whether common-carrier, urban or industrial.
3. A Society member shall be defined as one whose dues are paid in full on the date determined, unless he be exempted by the Directors. There shall be two classes of members. (a) Regular Members, consisting of those who are able to regularly attend the meetings of the Society. (b) Associate Members, consisting of those who are unable to attend more than two meetings a year. The dues of both classes of members and the date on which such dues are payable, shall be determined by a resolution of the Directors.
4. The Annual Meeting, for the election of the Directors for the coming year, and for the presentation of the Officers' reports, shall be the first meeting in January. The Annual Meeting shall, ipso facto, be considered a Regular Meeting, as defined hereunder, No guests may be present.
5. The Directors so elected, by a vote of all the members of the Society present, shall be not less than five and not more than nine in number, The newly-elected Directors shall assume their duties as of midnight seven days after their election.
6. The Directors shall meet at their earliest possible convenience and elect from their number such Officers as shall be considered advisable, subject to the approval of the Society. In any case, these shall consist of a President, a Secretary and a Treasurer.
7. The Directors shall, at their discretion, appoint at any time any member of the Society to any position they deem necessary or desirable.
8. The Directors shall be responsible for the disbursement of tho Society's funds.
9. The duties of the President shall be to preside at a11 meetings of the Society and of the Directors; to speak in the Society's name when such action is necessary; to sign all official papers of the Society.
10. The duties of the Secretary shall be to take down and record the proceedings of the meetings of the Society and the Directors; to conduct all correspondence in the Society's name.
11. The duties of the Treasurer shall be to establish and maintain an account, in the Society's name, with a branch of a recognized bank; to keep a careful account of all credits and disbursements; to receive all dues paid to the Society. All cheques made out in the Society's name shall be signed by two of the Directors, of whom the Treasurer shall normally be one.
12. The duties of such other officers as the Directors shall think necessary shall be defined by resolutions of the Directors.
13. The fiscal year of the Society shall extend from January first to December 3lst.
14. A Regular Meeting shall ba one that is so designated by a quorum of members. Such designation wil1 generally take place in advance. Any other meeting shall be considered a Specia1 Meeting at which no motion of business may be made.
15. All meetings, unless otherwise designated, and unless all the Regular Members are notified at least twenty-four hours in advance, shall commence at 8.30. P.M. Toronto time.
16. Each member present at a meeting shall have one vote. The Chairman, in case of a tied vote, shall have an extra vote in addition to his vote as a member.
17. Six members shall constitute a quorum. No business conducted at which a quorum is lacking shall possess any validity.
18. On a motion of business, a simple declaration by the Chairman that such motion is carried shall render that motion valid unless a vote is demanded.
19. Candidates for Regular Membership shall attend one Regular Meeting as the guest of a member and shall then submit an application. The Secretary shall notify the applicant of his acceptance or refusal, following the consideration of the matter by the Directors or their appointees and the rendering of a decision.
20. Candidates for Associate Membership shall submit an application together with the required dues. The same conditions shall apply as to applicants for Regular Membership as outlined in 19, above. If the candidate is refused the amount of the dues remitted shall be returned.
21. A member may be removed from the Society's rolls only on a motion in meeting which is supported by two-thirds of the members present.
22. A11 decisions of the Directors shall be considered as valid and binding unless defeated by a majority of the members present at the first meeting held after the announcement of such decision.
23. Notice of the proposition of a new article of the constitution, or the amendment of an existing one, must be made in writing at least seven days in advance, or to a Regular Meeting held before the meeting at which such proposition or amendment is to take place.

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