The IHHA is incorporated in the United States of America as a not-for-profit organization.

Bylaws as approved by Board Action June 4, 1998

1.0 NAME

• The name of the organization shall be the International Heavy Haul Association, Inc.” (IHHA).

• IHHA is a non-governmental, scientific and technological association. IHHA is incorporated in the State of Missouri in the United States of America as a not-for-profit association.

2.0 MISSION

IHHA is a world wide association of national, state and private railways and railway organizations dedicated to the pursuit of excellence in heavy haul railway operating, maintenance and technology. It does so through the acquisition of knowledge relevant to this goal and by arranging international or regional conferences, specialist technical sessions and specialist seminars; by commissioning studies; by preparing and distributing proceedings and technical documentation and by embarking on programs or by engaging in any related activity approved by the Board of Directors. IHHA engages in a continual process of adaptation to ensure that is satisfies the demands of relevance in a changing and developing industry.

3.0 LANGUAGE

The language of IHHA shall be English.

4.0 DEFINITIONS

4.1 Annual Meeting
The meeting of the Board of Directors of IHHA which is held in the mid year once in every calendar year and at which the Chairman and Vice-Chairman are elected and at which officers are appointed.

4.1.1 It is the responsibility of each director to attend the Annual Meeting. If a Director is not able to attend, his authorized substitute shall attend with full powers to vote and represent the Director.

4.2 Associate Member: A railroad, group of railroads or an organization representing a group of railroads potentially but not already involved in heavy haul operation.

4.3 Board of Directors (“The Board”): The governing body of IHHA comprising Directors.

4.4 Chairman, Vice-Chairman Directors elected to the positions by The Board.

4.5 Chief Executive Officer: The officer appointed by The Board to perform the function of a chief executive officer.

4.6 Conference: A technical session usually convened quadrennially to address a theme approved by The Board.

4.7 Country: An independent political entity which does or could qualify for individual membership in the United Nations.

4.8 Director: A person designated by a Member to serve on The Board.

4.9 Heavy Haul Railroad: A railroad that meets at least two of the following criteria

4.9.1 Regularly operates or is contemplating the operation of unit or combined trains of at least 5,000 tonnes gross mass.

4.9.2 Hauls or is contemplating the hauling of revenue freight of at least 20 million gross tonnes per year over a given line haul segment comprising at least 150 km in length.

4.9.3 Regularly operates or is contemplating the operation of equipment with axle loadings of 25 tonnes or more.

4.10 Member: A member of IHHA may be either:

• A Heavy Haul Railroad, or

• A group of Heavy Haul Railroads, or

• An Organization representing a group of railroads concerned with Heavy Haul Operations.

4.11 Officers: Officers shall be:

• 4.11.1

  • A person other than a Director appointed by The Board to perform the function of Chief Executive Officer.

  • A Director elected by The Board to perform the function of Chairman of the Finance Committee.

  • Persons appointed by The Board to perform such other functions as may be decided by The Board from time to time.

  • The posts/functions of officers may be combined at the discretion of the Board.

• 4.12 Specialist Technical Session (STS) A technical session convened (usually in those years when no conference is held) to address a specific technical subject.

• 4.13 Specialist Seminar: A seminar sponsored by and convened at the behest of The Board to address a very specific, narrowly defined problem or need.

• 4.14 Technical Meetings: Conference, STS, Specialist Seminar as the case may be.

5.0 MEMBERSHIP

• 5.1 Application for Membership and Associate Membership shall be made to the Chief Executive officer and shall be approved by a two-thirds (2/3) majority vote of The Board.

• 5.2 A Member or an Associate member may withdraw from IHHA by giving six months’ written notice to the Chief Executive Officer of its intention to withdraw.

• 5.3 Members or Associate Members may have their membership terminated by a two-thirds (2/3) or greater affirmative vote of The Board if in the sole discretion of The Board they fail to comply with any part of the By-Laws and they have not taken such action as is necessary to ensure compliance within ninety (90) days after written notification.

6.0 DIRECTORS

• 6.1 Each member is entitled to designate one person to serve as Director on The Board.

• 6.2 Irrespective of the number of Members within a particular Country, the Directors designated by those Members shall have an aggregate of only one vote evenly spread amongst those Directors.

• 6.3 Each Director shall serve at the pleasure of the Member. A Director may be replaced or a substitute named by a Member, but the Chairman and Chief Executive Officer shall be notified as quickly as possible of such substitution in advance of the meeting at which the substitute is due to be present or for a specific period of time during which the designated Director will be unavailable. Such substitute Director will hold the same voting power as the Director who is substituted.

• 6.4 A Director or an authorized substitute will be permitted to hold only one proxy. This will entitle him to exercise the vote of the Director or substitute who issued the proxy in addition to his own vote.

7.0 BOARD OF DIRECTORS

• 7.1 IHHA shall be governed by a Board of Directors consisting of all Directors.

• 7.2 The Chairman and the Vice-Chairman shall be elected at every Annual Meeting by secret ballot. They shall serve until the next Annual Meeting but may stand for reelection.

• 7.3 Meetings of The Board will be held at places and times established by The Board. The venue of such meetings shall be accessible to all Directors and Officers.

• 7.4 The meeting known as the Annual Meeting shall in addition to the election of the Chairman and Vice-Chairman be for the election of Members, for consideration and approval of the budget, appointment of officers, consideration of changes in these By-Laws and other formal business of the IHHA.

• 7.5 A QUORUM at a meeting shall exist when a total made up of

  • Number of Directors present, plus

  • Number of authorized substitutes, plus

  • Present as contemplated in Article 6.3, plus

  • Number of proxies held as contemplated In Article 6.4

  • is equal to or greater than two-thirds (2/3) of the total number of Directors

• 7.6 VOTING

  • 7.6.1 All voting by Directors shall be in accordance with the weighted votes contemplated in Article 6.2. The weighting of votes shall play no part in the determination of quorums, which will be as laid down in Article 7.5.

  • 7.6.2 Unless dictated otherwise in these By-Laws (see Articles 5.1, 5.3, 11.3, 13.1, 16.2 and 17.0), a resolution shall be deemed to have passed if it received at least a simple majority of affirmative votes.

• 7.7 Observers may be permitted to attend meeting of the Board of Directors on condition that:

  • 7.7.1 The Chairman’s permission is sought and obtained in advance.

  • 7.7.2 The attendee has in the sole opinion of the Chairman, a special degree of expertise on a particular subject to be discussed by the Board or will serve as interpreter for the Director.

  • 7.7.3 The attendee be permitted to speak but not to have any right to vote.

• 7.8 Directors shall advise the Chief Executive Officer as to items that must be placed on the agenda of any meeting of The Board.

• 7.9 When urgent action is required by The Board and a meeting cannot be convened, The Board may act by letter ballot. The Chief Executive Officer shall dispatch letter ballots in such a way that delivery is guaranteed. Members shall respond within sixty (60) days.

8.0 CHAIRMAN

• 8.1 The Chairman (or in his absence, the Vice-Chairman) will be the supreme authority in IHHA. He shall chair meetings of The Board, appoint committees, supervise (but be advised by) the Chief Executive Officer in developing agendas for meetings and in overseeing the program of IHHA, represent IHHA appropriately and perform those functions normally assigned to the Chairman.

• 8.2 In addition to his deliberative vote the Chairman (or in his absence, the Vice-Chairman) shall have a casting vote in the event of an equality of votes.

9.0 CHIEF EXECUTIVE OFFICER

• 9.1 The Chief Executive Officer shall work with the Directors and with such other officers as may be appointed from time to time in establishing records, keeping and issuing minutes of meetings, managing the day to day finances, assisting in the planning of programs of activities of IHHA and supporting these and any other activities as appropriate and to the satisfaction of The Board.

• 9.2 The Chief Executive Officer shall perform the functions of corporate secretary particularly in so far as (but not limited to) the legal status of IHHA. He shall ensure that IHHA is properly incorporated and registered and he shall ensure that employment and service conditions of all paid officers and employees are in accordance with acceptable labor practices.

• 9.3 The Chief Executive Officer shall ensure that either a compliance report, review or audit of the association books and records be made annually by an accounting firm approved by the Board. Such financial reports shall be presented at each Annual Meeting. Meeting.

• 9.4 Sixty (60) days in advance of an Annual Meeting or other meeting of The Board the Chief Executive officer shall present to each Director and Officer an agenda for the meeting together with such supporting documentation as may be necessary.

10.0 COMMITTEES

• 10.1 A NOMINATING COMMITTEE shall be appointed annually by the Chairman. The Committee shall consist of three Directors and shall as far as possible reflect the international character of IHHA.

  • 10.1.1 The chairman of the Nominating Committee will be one of the three members of the Committee and he will be designated by The Chairman of The Board.

  • 10.1.2 The Nominating Committee will present proposals to the Annual Meeting of at least one candidate for the position of Chairman and one candidate for the position of Vice Chairman.

• 10.2 A FINANCE COMMITTEE shall be appointed annually by the Chairman. The Committee shall consist of the Chairman of the Finance Committee and a minimum of one and possibly two other Directors.

  • 10.2.1 The Finance Committee shall examine the books of IHHA and at the time of the Annual Meeting shall present to The Board for consideration a report on the financial standing of IHHA.

• 10.3 A STRATEGIC PLANNING COMMITTEE shall be appointed periodically in order to examine the direction of the Association and to submit pro-active changes for consideration by the Board. The Committee shall be chaired by the Vice-Chairman of the Board. It shall consist of the Chief Executive Officer and one or two Directors appointed by the Chairman.

• 10.4 AD HOC COMMITTEES may be appointed by the Chairman to address specific topics and to report their findings to The Board.

11.O HEAVY HAUL OF FAME

• 11.1 The purpose of establishing a Heavy Haul of Fame is to publicly recognize eminent and dedicated persons who have contributed significantly to the pursuit of excellence in the fields of engineering, operations, and management of heavy haul railways.

• 11.2 A motion of nomination to induct a person into the Heavy Haul of Fame may be offered by a Director at either a scheduled Annual Meeting or prior to a scheduled Annual Meeting. Reasons for the nomination and achievements of the nominated person shall be included in the nomination motion.

  • 11.2.1 A nomination and second made prior to a scheduled Annual Meeting shall be submitted by either letter, fax, or e-mail to the Chief Executive Officer no later than three (3) months prior to the next scheduled Annual Meeting.

  • 11.2.2 Directors shall vote by letter, fax, or e-mail to the Chief Executive Officer within thirty (30) days of notification of the motion and second to nominate.

• 11.3 Election into the Heavy Haul of Fame is by two-thirds (2/3) majority vote. A maximum of two (2) persons may be elected for induction into the Heavy Haul of Fame within a twelve (12) month period.

• 11.4 Eligibility
  The nominated person (or persons) shall meet or exceed the following criteria for election into the hall of fame.

  • A minimum of ten (10) years active involvement in the heavy haul railway industry.

  • A significant contribution to the development by either theoryor practice, to heavy haul railway engineering, operations or management.

  • A general recognition by their peers of having in-depth knowledge of heavy haul issues and a willingness to share this knowledge and experience.

  • Leadership and visionary attributes.

  • Outstanding professional and person character.

  • A person shall be awarded the Heavy Haul of Fame status only once.

• 11.5 Recognition and Heavy Haul of Fame Award A register of all persons inducted into the Heavy Haul of Fame shall be maintained by the Chief Executive Officer and suitable press-releases issued. During the next scheduled IHHA Specialist Technical Session or Conference following the Board of Directors vote, an award ceremony with public induction into the Heavy Haul of Fame shall be included in the program.

12.0 ANNUAL BUDGET

• 12.1 Within sixty (60) days after an Annual Meeting the Chief Executive Officer shall present to the Chairman of the Finance Committee a proposed budget for the ensuing fiscal year.

• 12.2 The Finance Committee will conduct a review of the proposed budget and forward its recommendation to the Chief Executive Officer for transmission to all Directors within one hundred and twenty (120) days of the previous Annual Meeting.

• 12.3 All Directors shall respond to the Chairman by letter within one hundred and fifty (150) days of the previous Annual Meeting.

13.0 DUES AND FEES

• 13.1 Dues for Members and Associate Members shall be established by a two-thirds (2/3) majority vote of The Board.

• 13.2 Dues shall be paid sixty (60) days after they are assessed. Penalties, including possible enforced termination of membership, for failure to settle in time will be assessed by The Board.

• 13.3 Admission fees for new Members and Associate Members may be established by The Board.

• 13.4 All Dues and Fees are payable per country and in dollars of the United States of America.

14.0 REMUNERATION A REIMBURSEMENT

• 14.1 The Chief Executive Officer, other officers and persons commissioned by The Board to perform special tasks shall be remunerated by the Board to the extent provided for in approved budgets.

• 14.2 If supported by appropriate documentation and authorized by Approved budgets, reasonable out of pocket expenses such as travel, subsistence, telephone, fax and relevant business expenses actually incurred in the performance of their duties shall be reimbursed to:

  • 14.2.1 Officers

  • 14.2.2 Chairman of the Finance Committee

  • 14.2.3 Directors, or any other person, commissioned by The Board to perform special tasks.

15.0 TECHNICAL MEETINGS

• 15.1 The venue, date and theme of Technical Meetings will be determined by The Board at every Annual Meeting. At the time of allocating a Technical Meeting the Board must be satisfied that the venue is accessible to all members.

• 15.2 The Chief Executive Officer shall support the host Member in Planning and administering Technical Meetings to the extent authorized by the approved IHHA budget or to the additional extent that his costs are supported directly by the host Member.

• 15.3 The host Member shall assume full financial responsibility for holding technical Meetings but The Board may authorize bridging finance in advance or subsidies where cost overruns have occurred. All financial assistance rendered by The Board is repayable unless, in the sole opinion of The Board, extenuating circumstances exits.
  
  Any surplus funds realized from an IHHA sponsored Technical
  
  Meeting shall be disposed of by prior agreement with The Board.

16.0 AMENDMENT TO BY-LAWS

• 16.1 Proposed amendments to these By-Laws shall be submitted to the Chief Executive Officer in writing so as to reach that officer not less than sixty (60) days in advance of the next Annual Meeting. The Chief Executive Officer shall forthwith transmit all such proposals to each Director.

• 16.2 The By-Laws may be amended by a two-thirds (2/3) or greater affirmative vote of The Board.

17.0 DISSOLUTION

• Should IHHA be dissolved in accordance with a two-thirds (2/3) or greater affirmative vote of The Board, any funds to the net audited credit of IHHA will accrue to Members in such proportions as may be decided by a majority decision of The Board.

• Should IHHA be potentially in debt at the proposed time of dissolution all Members shall, prior to dissolution, be obliged to contribute to the shortfall in such proportions as may be decided by a majority of The Board.