BY-LAWS
OF THE MANHATTAN MODELERS
ARTICLE I
Office, Purpose, Not for Profit Status
SECTION 1. Name; Principal Office. The name of this Organization shall be The Manhattan
Modelers (hereinafter “the Organization). The principal office and principal place of business of the
Organization shall be 540 West 144 Street, Unit 64, New York, New York 10031
SECTION 2. Purpose. The purpose of the Organization shall be to promote the history of
railways, rail transport, railway architecture, and urban space as related to railways in New York
City and/or its environs, by means of model railroading, community outreach, lectures, historical
exhibits of any kind, as well as the history of model railroading in the City of New York, to promote
model railroading activities within the City of New York and surrounding region, and to facilitate
and promote model railroading in general to the public of New York City and provide a forum for
railway modelers residing therein.
SECTON 3. The Organization shall at all times conduct itself and be governed as a not-for-
profit entity and may at any time be organized and constituted so as to qualify for recognition as a
charitable, tax-exempt (so-called 501 (c) (3)) organization as recognized by the Internal Revenue
Service. To that end, all Directors and Officers of the Organization shall serve without salary or
remuneration.
ARTICLE II
Meetings and
Membership
SECTION 1. Annual Meeting. The Annual Meeting of the members of the Organization shall
be held on a day duly designated by the Board of Directors within thirty (30) days prior to or after
the end of the fiscal year. The purpose of the meeting is to inform the members of the status of the
Organization, to elect directors in even-numbered years to succeed those whose terms shall have
expired as of the end of the fiscal year, and to transact such other business as may come before the
meeting.
SECTION 2. Special Member Business Meetings, Routine Get-togethers. A Special Meeting of the
members for the purposes of conducting business and/or financial oriented issues affecting the
Organization (a “Business Meeting”) may be called at any time for any purpose or purposes by the
Chairman of the Board, by the President, by the Vice President, or by a majority of the Board of
Directors; and a Special Meeting shall be called forthwith by the Chairman of the Board, the
President, the Vice President, the Secretary, or any director of the Organization upon the request
in writing of a majority of all the members entitled to vote on the business to be transacted at such
meeting. Such request shall state the purpose or purposes of the meeting. Business transacted at
all Special or Business Meetings of members shall be confined to the purpose or purposes stated
in the notice of the meeting. Member events of a social and/or educational nature (not for the
purpose of financial or business-oriented issues) in the form of routine get-togethers shall not be
considered to be a “Meeting” for purposes of a quorum and no administrative and/or financial
business shall be conducted at such informal “get-together” style events. In the case of a mixed
purpose event, all the provisions of these by-laws pertaining to Annual, Special, or Business
Meetings (e.g. quorum, voting) shall apply. Nothing herein shall be construed to require member
attendance at routine get-togethers or meetings of a social or educational nature.
SECTION 3. Place of Holding Member Meetings. All meetings of members shall be held
virtually by videoconference or teleconference or at a place as designated by the Board of
Directors, unless by a resolution by all of the members of the Board of Directors, a special meeting
of the members may be held elsewhere.
SECTION 4. Notice of Member Meetings. Written notice of each Annual Meeting, special
member meeting, or other member meeting shall be provided by the Secretary, to each member of
record entitled to vote thereat, at least ten (10) days before such meeting. Each such notice shall
state the location, place, day, and hour at which the meeting is to be held and, in the case of any
special member meeting, shall state briefly the purpose or purposes thereof. Such notice shall be
provided in a manner described in Article VI, Section 2 Notices.
SECTION 5. Quorum. A quorum is desirable for a duly constituted Annual, Special, or Business
Meeting to exist. The presence in person or by proxy of a majority of the voting members of the
Organization shall constitute a quorum at all three such meetings of the membership except as
otherwise provided by these By-Laws. If less than a quorum shall be in attendance at the time for
which the meeting shall have been called, the meeting may be adjourned from time to time by a
majority vote of the voting members present or represented with the intent of conducting a second
meeting. Notice of the adjourned meeting and date set for the second meeting shall be made by the
Secretary to all the voting members as soon as reasonable. At any such second meeting at which a
quorum shall attend, any business may be transacted which might have been transacted if the
meeting had been held as originally called. If at the second proposed meeting a quorum still is not
in attendance, then the meeting shall be adjourned and notice of the second adjourned meeting and
date set for a third meeting shall be made by the Secretary to all the voting members as soon as
reasonable. If at the date set for the third such meeting a quorum is in attendance, any business
may be transacted which might have been transacted if the meeting had been held as originally
called. If a quorum is not present at that third meeting, those members not in attendance shall be
deemed to have manifested their disinterest in the matters under discussion and to have waived
their right to debate and/or object to any business that had been set for discussion, and those
members present shall constitute a good and adequate quorum for the conduct of any and all
business by a simple majority vote of those members present and any business may be transacted
which might have been transacted if the meeting had been held as originally called.
SECTION 6. Conduct of Member Meetings. Meetings of members shall be presided over by the
President of the Organization or, if the President is not present, by the Vice President, or, if none
of said officers is present, by any member of the Board of Directors or by a chairman to be elected
by the Board of Directors present for the meeting. The Secretary of the Organization, or if the
Secretary is not present, any Assistant Secretary shall act as secretary of such meetings. In the
absence of the Secretary and any Assistant Secretary, the presiding officer may appoint a person
to act as Secretary of the meeting.
SECTION 7. Voting. At all meetings of members, every member entitled to vote thereat shall
have one (1) vote. Such vote may be either in person or by proxy appointed by an instrument in
writing subscribed by such member or his duly authorized attorney, bearing a date not more than
three (3) months prior to said meeting, unless said instrument provides for a longer period. Such
proxy shall identify the meeting for which it is intended and shall identify the votes desired or a
voting member who is to vote in the member’s stead. Such proxy shall be signed and dated, but
need not be witnessed or acknowledged. All elections shall be had and all questions shall be
decided by a majority of the votes cast at a duly constituted meeting, except as otherwise provided
by law or by these By-laws. Voting may be carried by voice or show of hands as determined by
the Presiding Officer. However, if the Presiding Officer of the meeting shall so determine, a vote
by ballot may be taken upon any election or matter, and the vote shall be so taken upon the request
of ten percent (10%) or more of all of the members as may then be present and entitled to vote on
such election or matter. In either of such events, the proxies and ballots shall be received and be
taken in charge by the Secretary of the meeting. All questions touching the qualification of voters
and the validity of proxies and the acceptance or rejection of votes, shall be decided by tellers who
shall be appointed by the chairman of said meeting for that purpose and who shall be overseen and
monitored by the Secretary of the meeting.
SECTION 8. (a) Identity of Members The members of the Organization shall be composed of
those persons who shall have completed the requisite membership application and procedures as
in effect from time to time. Members shall retain their status as members in good standing so long
as they have paid the appropriate fee and all annual dues, if any, as imposed by the Organization
from time to time by no later than l5 December of each year.
(b) Non-Discrimination Membership shall be open and available to all persons having an interest
in the model railroad hobby as it pertains to the railroads in and about New York City and/or model
railroading in a confined space, irrespective of the applicant or member’s domicile, age, race,
creed, color, national origin, sexual orientation, military status, sex, marital and/or partnership
status, reproductive status, gender and/or gender identity, immigration and/or citizenship status, or
disability.
(c) Forfeiture of Membership. No member shall, as a member, do any act which may jeopardize
any tax-exempt status of the Organization as has been or may be awarded by any governmental
authority or jeopardize the Organization’s insurance coverage, threaten harm or harass any co-
member, or habitually disrupt the proceedings and purposes of the Organization, as determined by
the Board of Directors after due consideration. If such act is taken, the same may be cause for
forfeiture of membership, and all rights and privileges thereunder, upon due consideration by the
Board of Directors of the Society. All members shall have the duty to attend any Annual, Special,
or Business Meeting to the extent practicable and at any and all Organization activities or meetings
shall conduct themselves with proper deportment and in a manner respectful of all; chronic breach
of such standards shall be grounds for forfeiture of membership.
SECTION 9. Directors as Members. The Board of Directors of the Organization shall be
Members and when meeting as Directors may exercise the rights and powers of Members, as well
as the rights and powers acquired by virtue of their office.
ARTICLE III
Board of Directors
SECTION 1. General Powers. The property and business of the Organization shall be
managed under the direction of the Board of Directors of the Organization.
SECTION 2. Number and Term of Office. The number of directors shall be three (3) or such
other number, but not less than three (3) nor more than five (5), as may be designated from time
to time by resolution of the majority of the entire Board of Directors. Directors shall be Members
who have been in good standing as members for at least one (1) year, with the exception of the
initial directors. The directors shall serve for a period of two (2) years from the time of election at
an Annual Meeting or, if filling a vacant board position, until the next Annual Meeting. At each
Annual Meeting, the successor directors shall be elected to hold office for a term of two (2) years.
SECTION 3. Nomination and Election of Directors. A Nominating Committee appointed in
accordance with the Nominating Committee Section of this Article shall decide upon a slate of
nominated directors, notify nominees, and verify the nominees’ acceptance of nomination. The
Committee shall present a slate of accepted nominees to the Board of Directors of the Organization
prior to said Annual Meeting. Upon written request of at least one of the Full Members of the
Organization, made to a member of the Nominating Committee not less than twenty (20) days
prior to said Annual Meeting, designating an additional slate or slates of directors, the Nominating
Committee shall present such slate or slates to the Board of Directors of the Organization.
Immediately thereafter, the Secretary shall apprise the members of the Organization of said slate
or slates by best means as soon as reasonable.
The Nominating Committee shall thereafter present the said slate or slates of nominees to the
members of the Organization for election at the Annual Meeting.
SECTION 4. Filling of Vacancies. In the case of any vacancy in the Board of Directors
through death, resignation, disqualification, removal, or other cause, the remaining directors, by
affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired
portion of the term of the director whose place has been vacated, This elected Director shall serve
until the election of a successor, unless prior thereto this Director shall be removed by an
affirmative vote of a majority of the members or other circumstance.
Similarly, and in the event of the number of directors being increased as provided in these By-
Laws, the additional directors so provided for shall be elected by a majority of the entire Board of
Directors already in office and shall hold office until the next annual meeting of members.
Any director may be removed from office with or without cause by the affirmative vote of a
majority of the members entitled to vote at any special meeting of members called for that purpose.
SECTION 5. Place of Board Meetings and Corporate Records. The Board of Directors shall
hold their meetings and have one or more offices either within or outside of the State of New York,
at such place or places, as they may from time to time determine by resolution or by written consent
of all the directors. The Records of the Organization shall be maintained within the State of New
York. The Board of Directors may hold their meetings by conference telephone or similar
electronic communications equipment in accordance with the provisions of any applicable law.
SECTION 6. Regular Board Meetings. Regular meetings of the Board of Directors may be held
without notice at such frequency, time and place as shall from time to time be determined by
resolution of the Board, provided that notice of every resolution of the Board fixing or changing
the time or place for holding of regular meetings of the Board shall be given to each director at
least three (3) days before the first meeting held pursuant thereto. The annual meeting of the Board
of Directors shall be held within ten (10) days following the annual meeting of members at which
the Board of Directors is elected. Any business may be transacted at a regular meeting of the Board.
SECTION 7. Special Board Meetings. Special meetings of the Board of Directors shall be held
whenever called by any member of the Board of Directors. The Secretary shall give notice of each
special meeting of the Board of Directors, at least three (3), days prior to the meeting, to each
director, but such notice may be waived by any director. Unless otherwise indicated in the notice
thereof, any and all business may be transacted at any special meeting. At any meeting at which
every director shall be present, even without notice, any business may be transacted. Any director
may waive notice of the time, place, and objectives of any special meeting.
SECTION 8. Quorum. A whole number majority of the directors shall constitute a quorum for
the transaction of business at all meetings of the Board of Directors. If at any meeting less than a
quorum shall be present, a majority of those present may adjourn the meeting from time to time.
The act of a majority of the directors present at any meeting at which there is a quorum shall be
the act of the Board of Directors, except as may be otherwise specifically provided by law or by
these By-Laws.
SECTION 9. Required Vote. When a quorum is present, an affirmative vote of a majority of
those present shall be necessary for the passage of any resolution. Vote may be carried by voice or
by ballot as determined by the President.
SECTION 10. Compensation of Directors. Directors shall not receive any stated salary for their
services as such, nor receive reimbursement of expenses incurred by them in attending any regular
or special meeting of the Board of Directors. Nothing herein contained shall be construed to
preclude any director from serving the Organization in any other capacity and receiving
compensation therefor, provided any such transaction be at arm’s length and fair, approved by prior
majority vote of the Board of Directors, and in which vote the interested director shall not
participate.
SECTION 11. Notice of Board Meetings. Notice of each board meeting of the Board of Directors
shall be provided by the Secretary to each member of the Board at least three (3) days before such
meeting. Each notice shall state the location, place, day, and hour at which the meeting is to be
held and, in case of any special board meeting, shall state briefly the purpose or purposes thereof.
Such notice shall be provided in a manner described in Article VI, Section 2 Notices.
SECTION 12. Nominating Committee. The Board of Directors shall elect a Nominating
Committee consisting of the President and at least one other director. The Nominating Committee
shall be selected by the Board of Directors at the regular meeting of the Board of Directors
following the Annual Meeting, and shall be a standing committee and shall meet from time to time
at its constituent’s convenience to accomplish its duties pursuant to these By-Laws.
SECTION 13. Other Committees. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to consist of one
or more of the directors of the Organization, which, to the extent provided in the resolution, shall
have and may exercise the powers of the Board of Directors as may be delegated by the Board.
Such committee or committees shall have such members as may be determined from time to time
by resolution adopted by the Board of Directors.
ARTICLE IV
Officers
SECTION 1. Election, Tenure, and Compensation. The officers of the Organization shall be a
President, Vice President, Secretary, and Treasurer (or combination thereof) and also such other
officers as the Board of Directors from time to time may consider necessary for the proper conduct
of the business of the Organization. The officers shall be elected every other year by the Board of
Directors at its first meeting following the annual meeting of the members except where a longer
term is expressly authorized by the Board of Directors. The President shall be Chairman of the
Board by virtue of his office and the other officers may, but need not, be directors. Any two or
more of the above offices, except President and Vice President, may be held by the same person,
but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if
such instrument is required by law or by these By-Laws to be executed, acknowledged, or verified
by two or more officers. All officers of the Organization shall serve without compensation for their
services. Nothing herein contained shall be construed to preclude any officers from serving the
Organization in any other independent capacity (subject to restrictions of Section 2 hereinbelow)
and receiving compensation therefore.
In the event that any office other than an office required by law, shall not be filled by the Board
of Directors, or, once filled, subsequently becomes vacant, then such office and all references
thereto in these By-Laws shall be deemed inoperative unless and until such office is filled in
accordance with the provisions of these By-Laws.
SECTION 2. All officers and agents of the Organization shall be subject to removal at any time
by the affirmative vote of a majority of the whole Board of Directors, and all Officers, agents and
employees shall hold office at the discretion of the Board of Directors or the Officers appointing
them. Officers shall not receive any stated salary for their services as such nor receive
reimbursement of expenses incurred by them in attending any regular or special meeting of the
Officers, Board of Directors, committee, etc. Nothing herein contained shall be construed to
preclude an officer from serving the Organization in any other capacity and receiving
compensation therefore, provided such transaction be at arm’s length and fair, approved by prior
majority vote of the board of directors, and in which vote the interested officer shall not participate.
SECTION 3. Powers and Duties of the Chairman of the Board. The Chairman of the Board
shall preside at all meetings of the Board of Directors unless the Board of Directors shall by a
majority vote of a quorum thereof elect a chairman other than the Chairman of the Board to preside
at meetings of the Board of Directors. The Chairman may sign and execute all authorized bonds,
contracts or other obligations in the name of the Organization and shall be ex-officio a member of
all standing committees.
SECTION 4. Powers and Duties of the President. The President shall be the chief executive
officer of the Organization and shall have general charge and control of all its business affairs and
properties. The President shall preside at all meetings of the members.
The President may sign and execute all authorized bonds, contracts or other obligations in the
name of the Organization and shall have the general powers and duties of supervision and
management usually vested in the office of president of such an organization. The President shall
be ex-officio a member of all the standing committees and shall do and perform such other duties
as may, from time to time, be assigned to him by the Board of Directors.
In the event that the Board of Directors does not take affirmative action to fill the office of
Chairman of the Board, the President shall assume and perform all powers and duties given to the
Chairman of the Board by these By-laws.
SECTION 5. Powers and Duties of the Vice President. The Board of Directors shall appoint a
Vice President and may appoint more than one Vice President. In the event of incapacity for any
reason of the Chairman and/or President, then and only then the Vice President (unless otherwise
provided by resolution of the Board of Directors) may sign and execute all authorized bonds,
contracts, or other obligations in the name of the Organization. Any Vice President shall have such
other powers and shall perform such other duties as may be assigned to him by the Board of
Directors or by the President. In case of the absence or disability of the President, the duties of that
office shall be performed by any Vice President, who shall make a good faith effort to contact the
President before the taking of any action in place of the President. The action so taken shal1 be
official and shall be conclusive evidence of the absence or disability of the President. Abuse of this
authority shall be cause for removal from office and from the Board.
SECTION 6. Powers and Duties of the Secretary. The Secretary shall give, or cause to be given,
notice of all meetings of members and directors and all other notices required by law or by these
By-Laws, and in case of his absence or refusal or neglect to do so, any such notice may be given
by any person thereunto directed by the President, or by the directors or members upon whose
written request the meeting is called as provided in these By-laws. The Secretary shall record all
the proceedings of each and every meeting of the directors and of the Annual Meeting and shall
perform such other duties as may be assigned to him, from time to time, by the Board of Directors
or the President. If the Organization elects to have a seal, the Secretary shall have custody of the
seal of the Organization and shall affix the same to all instruments requiring it, when authorized
by the Board of Directors or the President, and attest to the same. In general, the Secretary shall
perform all duties generally incident to the Office of Secretary, subject to the control of the Board
of Directors and the President.
SECTION 7. Powers and Duties of the Treasurer. The Treasurer shall have custody of all of the
funds and securities of the Organization and shall keep full and accurate account of receipts and
disbursements in records belonging to the Organization. The Treasurer shall deposit all moneys
and other valuables in the name and to the credit of the Organization in such depository or
depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Organization as may be ordered by the Board of
Directors or the President, taking proper vouchers for such disbursements. The Treasurer shall
render to the President and/or the Board of Directors, whenever either of them so requests, an
account of all his transactions as Treasurer and of the financial condition of the Organization. The
Treasurer shall give the Organization a bond, if required by the Board of Directors, in sum, and
with one or more sureties, satisfactory to the Board of Directors, for faithful performance of the
duties of his office and for the restoration to the Organization in case of his death, resignation,
retirement, or removal from office of all records, papers, vouchers, moneys, and other properties
of whatever kind in his possession or under his control belonging to the Organization.
The Treasurer shall maintain an electronic record of the members of the Organization. The
record shall contain at minimum the following information:
- First and last name
- Full postal address
- Contact phone number and/or email address
- Preferred method of contact
- Month joined
- Dues payment record, if and when dues are in place
The Treasurer shall perform all duties generally incident to the office of the Treasurer, subject
to the control of the Board of Directors and the President. 1.
ARTICLE V
Bank Accounts
SECTION 1. Bank Accounts. Such officers or agents of the Organization as from time to time
shall be designated by the Board of Directors shall have authority to deposit any funds of the
Organization in such banks or trust companies as shall from time to time be designated by the
Board of Directors and such officers or agents as from time to time shall be authorized by the
Board of Directors may withdraw any or all of the funds of the Organization so deposited in any
such bank or trust company, upon checks, drafts, or other instruments or orders for the payment of
money, drawn against the account or in the name or behalf of this Organization, and made or signed
by such officers or agents; and each bank or trust company with which funds of the Organization
are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks,
drafts or other instruments or orders for the payment of money, when drawn, made or signed by
officers or agents so designated by the Board of Directors until written notice of the revocation of
the authority of such office or agents by the Board of Directors shall have been received by such
bank or trust company. There shall from time to time be certified to the banks or trust companies
in which funds of the Organization are deposited, the signature of the officers or agents of the
Organization so authorized to draw against the same. In the event that the Board of Directors shall
fail to designate the persons by whom checks, drafts and other instruments or orders for the
payment of money shall be signed, as hereinabove provided in this Section, all of such checks,
drafts and other instruments or orders for the payment of money shall be signed by the President
or the Vice President and countersigned by the Secretary or Treasurer or Assistant Secretary or an
Assistant Treasurer of the Organization.
ARTICLE VI
Miscellaneous Provisions
SECTION 1. Fiscal Year. The fiscal year of the Organization shall be the calendar year. 2.
SECTION 2. Notices. Whenever, under the provisions of these By-Laws, notice is required
to be given to any director, officer, or member, it shall be construed to mean personal notice. Such
notice shall be provided by electronic message posted in the segment of the Organization’s web
presence that is accessible to all full members excepting members who do not have electronic
access, in which case notice shall be sent via US Postal Service. Notice shall be directed to the
postal or electronic address appearing in the membership record, using the method preferred by
the member. Any member, director, or officer may waive by verbal or written means any notice
required to be given under these By-Laws.
SECTION 3. Safety Rules and Regulations. The Board of Directors shall promulgate and
cause to be updated from time to time as may be required, such rules and regulations as are required
for safe operation on, or use of, any facilities of the Organization by all members of the
Organization, and by other organizations or persons. The safety rules and regulations may include
any additional safety items that from time to time may be deemed necessary by the Board of
Directors.
ARTICLE VII
Amendments
SECTION 1. Amendments of By-Laws. The voting members of the Organization shall have
the power and authority to amend, alter, or repeal these By-Laws or any provision thereof, and
may from time to time make additional By-Laws. Amendments to these By-Laws may be proposed
by the Board of Directors or any member. All amendments shall be presented to the Board of
Directors in writing. The Board of Directors shall review the proposed amendment(s) at the next
meeting of the Board of Directors and the recommendations of the Board of Directors shall appear
in the web presence of the Organization that is accessible to members following the meeting of the
Board of Directors. A vote on the proposed amendment(s) shall be taken at the next meeting of the
membership and a simple majority vote of the voting members present shall be required for
approval of the amendment(s).