RailPAC 2011 Annual Meeting

CITIZENS FOR RAIL CALIFORNIA, INC.
A California Non-Profit Corporation (#813820 4/26/1977)
d..b.a. The Rail Passenger Association of California & Nevada

NOTICE OF 2011 ANNUAL MEMBERSHIP MEETING

The annual membership meeting of CITIZENS FOR RAIL CALIFORNIA, INC. will take place on Saturday, March 19, 2011 at 4:00 p.m. at the board room at the headquarters building of the Los Angeles Metropolitan Transportation Authority located at 1 Gateway Plaza, Los Angeles, California (adjacent to Los Angeles union Passenger Terminal). It will be immediately followed by a meeting of the corporation’s newly board of directors.

Agenda:

1. REVISION OF BY-LAW SECTION 5 “TERM:” It is proposed that by-law Section 5 “term” be revised. The section now reads as follows“Directors shall be elected to a term of one (1) year, by the members. The term of office of each newly elected director shall commence at the Annual Meeting.”

It is proposed that Section 5 be revised as follows: “With the exception of directors elected in 2011, all directors shall be elected to a term of three (3) years, by the members. The term of office of each newly elected director shall commence at the Annual Meeting. For the terms commencing at the 2011 Annual Meeting, five of the elected directors shall serve a term of one (1) year, five shall serve a term of two (2) years and five shall serve a term of three (3) years. The duration of each newly elected director’s term shall be determined by lot. The outgoing president/chairperson of the board of directors of the corporation shall serve as the presiding officer of the Annual Membership Meeting, the subsequent Board of Directors meeting until new officers are elected, and determine the method of lot or chance used to select the duration of the terms of the newly directors.”

2. ELECTION OF BOARD OF DIRECTORS

Pursuant to the corporation’s amended by-laws, each officer and director serves a one-year term.(amendment of 4/17/10) Elections are held by members attending the “Annual Meeting.” Individuals may hold any office for as many times as the board members chose. To be eligible to serve as a director, a candidate for the board of directors must be a member of the organization for at least six months.

The corporation’s amended bylaws provide that the members of the board of directors, shall be elected by the general membership at the annual meeting. There are currently fifteen (15) members of the board of directors, the maximum allowed. A board resolution authorizes the appointment of associate directors, who are essentially advisory in nature. They not corporate directors and serve two-year terms.

The official corporate address is 1017 “L” Street, Sacramento, CA 95814-3805. The group’s purpose is a civic organization operated for educational purposes, The number of members/non-members is less than 5,000. The mailing address is 1017 “L” Street, Sacramento, CA 95814-3805.

The terms of the following incumbent directors (with their home towns noted) are expiring. Additional candidates for director may be nominated or nominate themselves at the annual meeting.

  • Paul Dyson, Burbank
  • Bill Kirby, Sacramento
  • James Smith, Los Angeles
  • Arthur Lloyd, Portola Valley
  • Dick Spotswood, Mill Valley
  • Noel Braymer, Oceanside
  • Bruce Jenkins, Sunnyvale
  • Marcia Johnston, Sacramento
  • Robert Manning, Palm Springs
  • Vaughn Wolff, Livermore
  • Neil Bjornsen, Pasadena
  • Jarrod Della Chiesa, San Lorenzo
  • Chris Flescher, Salinas
  • Dennis Lytton, Los Angeles
  • Dennis Story, Santa Barbara

Once the annual membership meeting is concluded and adjourned, the newly elected directors will assemble and by majority vote elect officers for 2011-2012.

BOARD OF DIRECTORS MEETING, March 19, 2011,

4:30 p.m.

The following incumbent directors have expressed a willingness to serve an additional term as corporate officers.

  • CHAIRPERSON OF THE BOARD/PRESIDENT: Paul Dyson
  • TREASURER: Bill Kirby
  • VICE PRESIDENT SOUTH: James Smith
  • VICE PRESIDENT NORTH: Arthur Lloyd
  • SECRETARY: Dick Spotswood

The board of directors then will consider reappoint the following associate directors to a two-year term:

  • Bill Lindley (webmaster, Phoenix, Arizona)
  • James Clifton (North Hollywood)
  • John Dornoff (of InterRAIL, Salt Lake City, Utah)
  • Ken Rubin (Culver City)
  • Roger Beird (San Jose)
  • John Messier (Albuquerque, New Mexico)
  • Mike Barnbaum (Sacramento)
  • Jerry Martin (Sherman Oaks)

Note (3) Associated directors Anthony Lee (Florida & California) and Russ Jackson (Dallas, Texas) serve until 2012.

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