BYLAWS OF THE IBERIAN ASSOCIATION OF RAILROAD HISTORY (ASIHF)

CCHAPTER I – DTITLE, REGISTERED ADDRESS, AND PURPOSES

Article 1. The Iberian Association of Railway History (ASIHF) is established as a scientific and cultural association. It is established with legal capacity and full capacity to act, is a nonprofit organization, and is established for an indefinite term in accordance with Organic Law 1/2002 of March 22, regulating the Right of Association, and Royal Decree 949/2015 of October 23, which approves the National Registry of Associations and its supplementary regulations. In all matters not provided for in these Bylaws, the aforementioned regulations shall apply. Its scope of action shall be national, without prejudice to extending its activities to the international level, where appropriate.

Article 2. The ASIHF establishes its registered office at Calle Santa Isabel 44, D.P. 28012, Madrid. This registered office may be relocated to any place in Spain by resolution of the General Assembly.

Article 3. The purpose and objective of the ASIHF is to promote research, teaching, and the publication of scientific work related to the history of railroads, particularly in Spain and Portugal. However, the Association also encompasses the study of related topics, such as non-rail transportation, urban transportation by subway or tram, and the relationship between railroads and other modes of transportation or industries. The Association recognizes interdisciplinarity as a value that should be promoted.

In line with the above, the Association has set the following objectives:

a. To promote research and the academic dissemination of the history of Iberian railroads. To this end, it will foster collaboration and the exchange of ideas among researchers in the history of railroads and other related fields by forming research groups and organizing conferences and scientific meetings.

b. to publish a scholarly journal on railroads and related topics from a historical perspective.

c. Keep the association's website up to date.

d. Provide advice on educational and research matters to any entities that request it.

e. Raise awareness among institutions about the importance of the documentary collections and the Iberian railway heritage, and contribute to their protection and restoration.

f. establish contacts and agreements with public or private organizations, institutions, and entities.

g. to stimulate interest in the study of railway history and, in general, to promote any activities that contribute to the achievement of its objectives.

Article 4. The ASIHF may form federations, confederations, or alliances with related entities to help achieve its objectives. In particular, it may join international associations of a similar nature as an Iberian section.

CCHAPTER II – DMEMBERS

 Article 5. The ASIHF recognizes three types of members: regular, youth, and honorary.

Any individual or legal entity that can demonstrate an interest in the Association’s general purposes may become a regular member. The Governing Council will be responsible for evaluating and approving applications for admission of new members. Applicants must complete a form available on the Association’s website. They will be asked to provide the number of an official identification document, a bank account number, and an email address. They may submit as many supporting documents as they deem appropriate to support their application. The Governing Council’s decision is final, but applicants may resubmit their application as many times as they wish.

Only individuals under the age of 31 may become youth members. Youth members will have the same rights and responsibilities as regular members.

An honorary member is an individual or legal entity—a researcher of recognized prestige—who has made a significant contribution to the achievement of the Association’s objectives or who has demonstrated outstanding merit in the field of railway history or other related disciplines. Appointments are made by the General Assembly upon the recommendation of the Governing Council. It is not necessary to have been a previous member of the ASIHF to become an honorary member. The appointment will entail the same rights and duties as any ordinary member, except for the payment of dues. The Spanish Railways Foundation will hold the status of honorary member.

Article 6. Members are required to pay dues for their membership in the Association. However, the dues may be modified or waived in accordance with the following criteria:

1. Young members will pay a reduced membership fee, which will be no more than 50% of the fee paid by regular members.

Second, honorary members will be exempt from paying dues.

3. Members who are unemployed will also be exempt from paying the membership fee. To qualify, they must notify the Secretary, who may request documentation verifying their status.

4. The membership fee for legal entities will be double that of ordinary members.

The General Assembly is responsible for determining the amount of membership dues and any assessments that may be required. Each year, following a report from the Treasurer, the Governing Council may submit a proposal to the Assembly to modify the dues. If the Governing Council does not submit a proposal, if the General Assembly does not convene, or if that proposal—or any other proposal made during the meeting—is not approved, the last approved membership fee shall remain in effect. Payment of the membership fee waives the subscription fee for the Association’s journal and the registration fee for the Association’s conferences.

Failure to pay Association dues does not initially result in the loss of membership status, but it does result in the loss of the right to vote at the General Assembly, as well as any rights that entail a financial outlay for the Association. If the nonpayment continues for more than one year, the Governing Council may terminate the member’s membership upon prior notice. If the nonpayment continues for more than two years, the member’s membership must be terminated immediately. To reinstate membership, all outstanding payments must be settled.

Article 7. Members have the following rights:

a. attend the General Assembly with the right to speak and vote, and participate in all its decisions.

b. the right to vote and to be elected for eligible members of the Governing Council.

c. submit to the Governing Council any suggestions they deem appropriate.

d. to be informed about the composition of the Association’s representative and governing bodies, its financial statements, and the progress of its activities.

e. to be heard prior to the imposition of disciplinary measures against him, and to be informed of the facts giving rise to such measures; any decision imposing a sanction must be supported by a statement of reasons.

f. To challenge any resolutions of the Governing Council or the General Assembly that they believe are contrary to these bylaws or the law. To do so, they shall have a period of 40 calendar days from the date of adoption of such resolutions.

Article 8. The duties of the members are as follows:

a. Pay the annual dues, as well as any special assessments and other contributions that, in accordance with the Bylaws, may be required of the member.

b. to faithfully perform the duties of the offices to which they were elected.

c. to cooperate in the association's activities.

d. to accept and abide by the Association’s bylaws and the legitimate resolutions adopted by its governing bodies.

f. Notify us of any changes to your mailing address, email address, or direct debit information.

CCHAPTER III: DON REPRESENTATION AND GOVERNMENT

 Article 9. The representative and governing bodies of the ASIHF are the General Assembly and the Governing Council.

Article 10. The General Assembly is the supreme governing body of the ASIHF. It is composed of all members. It may be an ordinary or extraordinary session. Ordinary sessions must be convened by the Governing Council at least once every three years, preferably in conjunction with the conferences organized by the Association.

Notices of General Assembly meetings shall be sent by email, specifying the place, date, and time of the meeting, as well as the agenda for the agenda, with a specific description of the matters to be discussed. There must be no fewer than 15 calendar days and no more than 35 calendar days between the notice and the meeting.

Article 11. The regular General Assembly shall necessarily address the following:

a. to discuss and, if appropriate, approve the minutes of the previous meeting, with any amendments that members have submitted to the Secretary.

b. to review and, where appropriate, approve the Governing Council’s performance, as well as the annual financial statements.

c. maintain or modify membership dues.

d. to discuss and put to a vote each and every item on the agenda.

e. to discuss and put to a vote any matter not included on the agenda that is proposed by members of the Governing Council or by any member, subject to on-site authorization by the President or Vice President. If such a proposal were approved, it would be provisional until its final ratification by the General Assembly.

Article 12. The Ordinary General Assembly shall adopt its resolutions by a simple majority through a show of hands. However, in any matter requested by the President, Vice President, or 10% of the members attending the Assembly, the vote may be by secret ballot. To facilitate participation, voting by mail and the delegation of votes are permitted, but only on matters included on the agenda. The Governing Council shall establish, with sufficient advance notice, the necessary mechanisms to carry out these procedures. Members of the Governing Council may attend the General Assembly remotely, but in such cases they may not cast a secret ballot. The General Assembly shall adopt its resolutions by a simple majority of those present; invalid votes, blank votes, and abstentions shall not be counted. In the event of a tie, the President or, in his or her absence, the Vice President shall cast the deciding vote.

Article 13. An extraordinary General Assembly shall be convened to address matters of particular importance that cannot be addressed at an ordinary General Assembly, or matters of particular urgency that cannot wait until the ordinary General Assembly. An extraordinary General Assembly may be convened immediately before or after an ordinary General Assembly.

An extraordinary General Assembly may be convened by the President or Vice President, by the Governing Council, or at the request of 25% of the members by notifying the President or Vice President. The Assembly must meet no earlier than three calendar days and no later than 35 calendar days from the date of the call or the date on which the President or Vice President was informed of the initiative to convene the meeting under the terms mentioned above. Resolutions shall be adopted by an absolute majority of those present, except as provided in Article 25 of these bylaws, in which case the provisions contained therein shall apply.

Article 14. Resolutions adopted by the General Assembly shall be binding on all members, including those who were not present. They shall be recorded in minutes signed by the President or Vice President and the Secretary. Within fifteen calendar days of the General Assembly, the Secretary shall send the provisional minutes to all members electronically. During the following 30 calendar days, those present may submit to the Secretary any objections or corrections they deem appropriate, which will be approved or rejected at the next General Assembly.

Article 15. The Governing Council is responsible for directing the ASIHF between plenary sessions of the General Assembly. It is composed of the President, the Vice President, the Secretary, the Treasurer, the Editor of the journal, and four members. In particular, the functions of the Governing Council are:

a. Implement the resolutions of the General Assembly.

b. Approve the admission of new regular and youth members, propose the admission of honorary members to the Assembly, and keep the membership roster up to date.

c. assist the Secretariat in its executive functions.

d. Review and approve the financial statements submitted by the Treasurer and submit them to the Assembly for approval.

e. Organize the Association's conferences and scientific meetings.

f. to take whatever initiatives it deems appropriate for the preservation, restoration, and promotion of Spanish and Portuguese railway heritage.

g. Ensure the smooth operation of the journal, oversee its budget, and support the Editor's initiatives.

Article 16. All positions on the Governing Council, except for the Treasurer and the Editor of the journal, shall be filled by election. The voting system shall be based on open slates. Each voter may vote for a President, a Vice President, a Secretary, and four members in four separate and simultaneous elections. The Governing Council shall implement the necessary measures to conduct the elections, which may be held online, ensuring the confidentiality of the vote and all other electoral safeguards. The Association will provide virtual spaces on its website for candidates to present their platforms, but will not actively or passively facilitate the formation of collective slates. The names of the candidates for each position will be listed on the ballots or in the computer application in strict alphabetical order by last name, with no other information provided except for academic or professional affiliation, if any. All members may run for any office. A single member may run for more than one office, but if elected to multiple offices, they must choose one of them. The vacancy they leave will be filled by the next candidate with the highest number of votes who was not elected.

Efforts will be made to ensure that at least one member of the Council holds a nationality different from that of the others. Therefore, if, once the Council has been formed, it turns out that all members hold the same nationality, the member who received the fewest votes in the election will be removed from office and replaced by the candidate who holds a different nationality and received the highest number of votes.

All positions on the Governing Council shall be unpaid. Their terms will last three years and may be renewed only once, unless special circumstances arise that, subject to the Assembly’s approval, justify one additional renewal. If a member of the Governing Council ceases to serve during their term, their seat will be filled by the next candidate who received the highest number of votes, while maintaining the aforementioned principle of representation by two nationalities. If no such candidate is available, the seat will remain vacant until the next election.

Article 17. The Governing Council shall meet at least once a year or whenever requested by the President, Vice President, Secretary, or two of the five remaining members (regular members, Treasurer, and Editor of the journal). For a meeting to be valid, the President or Vice President, the Secretary, and three of the five remaining members of the Governing Council must be present. Notices of Governing Council meetings shall be sent via email, specifying the location, date, and time of the meeting, as well as the agenda with a specific description of the matters to be discussed. There must be no fewer than five calendar days between the notice and the scheduled date of the meeting. All members of the Governing Council may attend and vote remotely. Secret ballots, proxy voting, and voting by mail are not permitted. At meetings, the President or, in his or her absence, the Vice President, shall preside over the debate and the voting. In the event of a tie, the President or, in his or her absence, the Vice President, shall have the casting vote.

The Governing Council may establish committees or working groups to study specific issues. It may also appoint regional representatives, local correspondents, and individuals responsible for specific activities, such as the website or the organization of events. None of these positions will have a fixed term and will cease when the activity for which they were established ends or upon the Governing Council’s direction.

Article 18. The President is the highest representative of the ASIHF. The President’s primary mission is to ensure that the Association’s purposes and the resolutions of the General Assembly and the Governing Council are fulfilled. The President shall act as the Association’s legal representative, preside over the sessions of the General Assembly and the Governing Council, and direct the deliberations and votes. The President also has the authority to convene an extraordinary General Assembly.

Upon a proposal by the Governing Council to the General Assembly (Ordinary or Extraordinary), a President or an Honorary President may be appointed from among the members of the ASIHF who have distinguished themselves both for their academic and/or professional achievements in the field of railway history and for their dedication to the ASIHF.

 Article 19. The duties of the Vice President are the same as those of the President, whom the Vice President shall replace for all purposes when the President is absent. In the event of the President’s removal from office, the Vice President shall take his or her place until the next election is held. In the event of the Vice President’s removal from office, the position shall remain vacant until new elections are held. If both the President and the Vice President are removed from office, the Secretary shall assume the duties of the President until new elections are held. During that period, he or she may vote in the Assembly or the Council only in the capacity of President.

The President may delegate to the Vice President whatever powers he or she deems appropriate, and may not subsequently revoke such delegation unless the Vice President leaves office. This delegation shall terminate at the end of the President’s three-year term, regardless of whether the same individuals are reappointed to their positions; in such cases, they must expressly renew the delegation.

Article 20.The Secretary is responsible for the day-to-day management and administration of the ASIHF. Among other duties, the Secretary is responsible for:

a. to comply with and enforce the resolutions of the Assembly and the Governing Council.

b. Take minutes of the meetings of the Assembly and the Governing Council, and provide members with all necessary information regarding those meetings.

c. convene, at the request of the Governing Council, the General Assembly and elections.

d. Maintain the Association’s records and membership registry, and safeguard the Association’s documentary heritage.

e. issue certificates regarding members' activities within the ASIHF:

f. Oversee the content and updates to the association's website.

g. oversee purely administrative tasks.

h. to report to the members of the Governing Council at least once a year on all matters concerning the Association.

If the Secretary leaves office before the end of his or her term, the Governing Council shall elect a new Secretary upon the recommendation of the President or Vice President. Neither the President nor the Vice President, nor the Treasurer, may be eligible for this position; however, the Editor of the journal and the members of the Governing Council may be eligible. If this were to occur, the Governing Council must appoint another member, who shall be the candidate with the highest number of votes who was not elected, while maintaining the aforementioned principle of representation by two nationalities. The Member-Secretary or the Secretary-Editor of the journal shall have a single vote on the Governing Council.

Article 21. The Treasurer shall be appointed by the Governing Council from among the members of the Association. This position may not be held concurrently with that of President, Vice President, Secretary, or Editor of the journal. The Governing Council may appoint one of the elected members as Treasurer; however, in such a case, another member must be designated—specifically, the candidate with the highest number of votes who was not elected—while maintaining the aforementioned principle of representation by two nationalities. This Member-Treasurer shall have only one vote on the Governing Council. If the Treasurer leaves office before the end of his or her term, the Governing Council shall elect a new Treasurer upon the proposal of the President or Vice President.

The Treasurer is responsible for the following duties:

a. Maintain a cash book and whatever documents are necessary for the proper accounting of the Association.

b. Provide the Secretary with a copy of said financial records.

c. Prepare the Association’s balance sheets and financial statements for approval by the General Assembly.

d. Pay the invoices submitted once approval has been received from the Secretary, and file the receipts for income and expenses.

e. Notify the Secretary of any nonpayment of membership dues.

Article 22. The Editor of the journal shall be appointed by the Governing Council from among the members of the Association. This position may not be held concurrently with that of President, Vice President, or Treasurer, but may be held concurrently with that of Secretary or member. If this were to occur, the Governing Council must designate another member, who shall be the candidate with the highest number of votes who was not elected, while maintaining the aforementioned principle of representation by two nationalities. The Member-Secretary or the Secretary-Editor of the journal shall have a single vote on the Governing Council.

Within fifteen calendar days of his or her appointment, the Editor of the journal shall propose to the Governing Council an Editorial Board that may include both members of the Association and individuals from outside it. Excluding the Editor, the Board shall consist of no fewer than three members and no more than eight. The Editor may appoint, from among these members, one or two associate editors with specific responsibilities, as well as a secretary. The Governing Council may accept the Editor’s proposal in whole or in part, or reject it entirely. In the latter case, the Governing Council shall remove the Editor from office and appoint a new one within 30 calendar days. In the event of partial acceptance, the Editor shall have fifteen calendar days to propose the remaining members. If the proposal is rejected again, the Governing Council shall remove the Editor and all members of the Editorial Board who had been appointed up to that point, and shall appoint a new Editor within 30 calendar days. Within fifteen calendar days, the new Editor must submit a proposal for the Editorial Board to the Governing Council in accordance with the procedure outlined above.

The Editor and the Editorial Board shall cease to serve upon the holding of elections to the Association’s Governing Council. If one or more members of the Editorial Board cease to serve before the end of their term, the Editor may propose replacements. The Editor shall be required to do so if the number of remaining members of the Editorial Board falls below three. At any time, the Editor may propose to the Governing Council the appointment of new members, provided that the total number of members of the Editorial Board does not exceed nine. If the Editor ceases to serve before the end of his or her term, the entire Editorial Board shall also cease to serve. The Governing Council, upon the proposal of the President or Vice President, must elect a new Editor within 30 calendar days.

The Editor is accountable to the Governing Council and must follow its guidance regarding the overall management of the journal. The Editor may not report to the Council on submitted, under-review, or rejected articles, nor on the review process itself. The Editor may, however, report on the number of articles, the general subject matter, and publication schedules.

The association's journal will have an Advisory Board composed of renowned experts. Its main responsibilities will be to ensure the quality control of its content and to help define editorial policy. The Spanish Railways Foundation will be a permanent member of the Advisory Board.

CCHAPTER IV – MMARRIAGE, AAMENDMENT OF BYLAWS AND DDISSOLUTION

 Article 23. The ASIHF’s financial resources shall consist of its members’ annual dues, which shall be used to cover ordinary expenses, and the income it generates through its own activities, such as the publication of monographs or the organization of conferences and seminars. The ASIHF may also receive additional contributions from its members to cover extraordinary expenses. It may also accept donations, grants, and any other resources that assist it in carrying out its activities. The Association shall allocate any profits obtained toward the fulfillment of its purposes.

Article 24. The assets of the ASIHF shall consist of its website, the Document Archive, and the editorial collections it generates through its activities. The ASIHF may accept manuscripts, photographs, letters, and unpublished documents. The collections and the archive will be housed at public universities in Spain and Portugal or at centers or locations designated by the Governing Council. The Governing Council shall be responsible for selecting the locations for these collections and the individuals charged with their preservation. The ASIHF Governing Council shall ensure the preservation of these assets.

Article 25. These Bylaws may only be amended at an extraordinary General Assembly and with the affirmative vote of 60% of those present. A proposal to amend the Bylaws may be submitted by the Governing Council or by 15% of the members by notifying the President or Vice President of the Association.

Article 26. The ASIHF shall be dissolved by a) a court order; b) the decision of the members; and c) the grounds established by Spanish law. To this end, an extraordinary general meeting shall be convened to appoint a committee to liquidate the Association’s assets and to allocate any remaining funds to a nonprofit organization with purposes similar to or closely aligned with those of the Association.