Website Updated:
Apr 26, 2007
Website Updated:
Apr 26, 2007
New Jersey Division
Bylaws
Revised: April
1999
1.0 NAME.
The name of the Corporation shall be The New Jersey Division, MER, NMRA, Inc.
2.0 PURPOSE.
Said corporation is organized exclusively for charitable and educational purposes, including, for such purposes:
(a) the moral and mental improvement of men, women and children;
(b) the stimulation, perpetuation and development of the interest in rail transportation and model railroads;
(c) education of the members and the general public regarding the National Model Railroad Association with reference to railroading;
(d) the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law.)
3.0 ACTIVITIES.
3.1 INCLUDED.
Activities of the corporation may include, but shall not be limited to:
(a) development and preservation of structured educational programs for members and the public for the purpose of improving knowledge or developing their capabilities (for example: clinics, seminars, workshops, lessons, slide shows, television or radio programs);
(b) publication of newsletters or bulletins containing educational material;
(c) establishment and maintenance of a reference library and video library;
(d) preparation of displays and exhibits for the public.
3.2 EXCLUDED.
Notwithstanding any other provision of these articles, activities of this corporation shall exclude, except to an insubstantial degree, the following:
(a) ACTIVITIES NOT IN FURTHERANCE OF PURPOSE.
This corporation shall NOT engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation. For example, recreational and social activities must be insubstantial. For example, the way in which the corporation selects its members must be consistent with an educational (as opposed to recreational or social) purpose.
(b) CAMPAIGN AND LEGISLATIVE ACTIVITIES.
No substantial part of the activities of the corporation shall be the carrying on the propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements of) any political campaign on behalf of any candidate for public office except as authorized under the internal Revenue Code of 1954, as amended.
(c) ACTIVITIES PROHIBITED BY LAW.
The corporation shall not carry on any other activities not permitted to be carried on:
(1) by a corporation exempt from Federal income tax under 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue law) or
(2) by a corporation, contributions to which are deductible under 170(c)(2) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue law).
4.0 DISSOLUTION.
Upon dissolution or other termination of the corporation, no part of the property of the corporation or any proceeds shall be distributed to or inure to the corporation. All such property and proceeds, to be distributed shall be distributed to such organization as the board of trustees may direct; provided however, that any transferee organization, at the time of distribution shall qualify under the Internal Revenue Code of 1954, as amended, as a proper transferee.
5.0 DISTRIBUTION OF EARNINGS.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered to the corporation and make payments and distributions in furtherance of the purposes set forth herein.
6.0 RACIALLY NON-DISCRIMINATORY POLICY.
6.1 POLICY STATEMENT.
It is the policy of the corporation to admit members of any race, color, national and ethnic origin to all rights, privileges, programs, and activities generally accorded or made available to members of the corporation. It does not discriminate on the basis of race, color, national and ethnic origin in administration of its educational policies, admission policies or any other activities of the corporation.
6.2 NOTICE.
The corporation shall give notice of its racially non-discriminatory policy in compliance with government requirements. Such notice may include, but not be limited to:
(a) publication of notice of the corporation's racially non-discriminatory policy not less than once each calendar year, during the period of the corporation's solicitation that serves all racial segments of the community the corporation serves;
(b) all brochures and advertisements dealing with membership admission requirements;
(c) all written advertising used as a means of informing prospective members of the corporation's programs shall include a reference to the corporation's racially non-discriminatory policy.
7.0 REGISTERED OFFICE AND AGENT.
The registered office of the corporation in the State of New Jersey shall be at 28 Van Drive, Bordentown, New Jersey. The registered agent of the corporation at such office shall be Robert Liberman.
8.0 PRINCIPAL PLACE OF BUSINESS.
The principal place of business in the State of New Jersey is 28 Van Drive, Bordentown, New Jersey.
9.0 OTHER PLACES OF BUSINESS.
Branch or subordinate places of business or offices may be established at any time by the Board at any place or places where the corporation is qualified to do business.
10.0 BOARD OF TRUSTEES.
10.1 The activities of the corporation shall be managed by the board, which shall consist of seven (7) trustees (the "board").
10.2 The terms and qualifications of the trustees shall be as follows:
(a) Each trustee shall be a member in good standing of this corporation.
(b) Each trustee shall be a member in good standing of the Mid-Eastern Region of the NMRA as well as the National Model Railroad Association.
(c) Each trustee shall currently reside within the State of New Jersey in one of the following counties: Atlantic, Burlington, Camden, Cape May, Cumberland, Gloucester, Hunterdon, Mercer, Ocean or Salem.
(d) Each trustee shall serve for a term of two (2) years. In odd numbered years four (4) trustees shall be elected for two-year terms. In even numbered years, three (3) trustees shall be elected to two (2) year terms. Thus the entire board of seven (7) trustees shall be elected within any two-year period.
10.3 The method of changing the authorized number of Trustees is by amendment to these bylaws as provided herein.
11.0 MEMBERS.
11.1 QUALIFICATIONS.
The qualifications for members are as follows:
(a) Subject to application procedure and fees set from time to time by the board, membership is open to any person who is a current member of the National Model Railroad Association, Mid Eastern Region of the NMRA, actively engaged in, or desirous of becoming engaged in the purposes and activities of the corporation.
(b) Such person agrees to abide by the bylaws of the corporation.
11.2 SUSPENSION AND REMOVAL.
A member may be suspended and removed from membership by the following:
(a) A member may be removed from the rolls by the board upon motion by the Secretary of the Corporation if not a current member of both the National Model Railroad Association and the MID-Eastern Region of the NMRA. A member so removed may be restored by presenting proof of current membership in both the National Model Railroad Association and the Mid-Eastern Region of the NMRA.
(b) A member shall be suspended or removed for cause only. A member shall be suspended or removed by a vote of the majority of the board present at any board meeting considering such removal or suspension. Upon appeal by the member, and upon written notice to the general membership of such appeal, a majority of the membership present may vote to reinstate the member.
11.3 MEMBERSHIP.
(a) A Regular Member are those persons who have a current membership in the National Model Railroad Association and the Mid-Eastern Region of the NMRA who are actively engaged in the purposes and activities of the Corporation and currently reside in the State of New Jersey in one of the following counties: Atlantic, Burlington, Camden, Cape May, Cumberland, Gloucester, Hunterdon, Mercer, Ocean and Salem.
(b) An Associate Member are those persons who have a current membership in the National Model Railroad Association and the Mid-Eastern Region of the NMRA and live outside these New Jersey counties.
12.0 NOMINATIONS AND NOMINATING COMMITTEE.
(a) The President shall, with the advice and consent of the board, appoint a nominating committee of one or more members, provided that at least one member of the nominating committee shall be a trustee. The nominating committee shall recommend to the board the name of persons to be submitted for election as trustees. The trustee shall be elected by the membership.
(b) A member may submit to the board of trustees notice of his/her intention to seek the office of trustee. The notice must be presented to the Secretary of the corporation in petition form signed by at least five (5) current Regular members of the New Jersey Division at least thirty (30) days prior to the annual meeting. Any member whose petition is in proper form and is received by the Secretary of the corporation at least thirty (30) days prior to the annual meeting shall have the member's name placed on the ballot for the office of trustee.
12.1 BALLOTING AND ELECTION OF TRUSTEES.
(a) The Secretary of the Corporation shall mail ballots to any regular Members of the Corporation by April 20th, in any year that there is a contested election, together with postage paid addressed envelopes for return of the ballots by a date set by the board. The results of any contested election will be announced at the annual meeting.
(b) In the event there is not a contested election, that is if the nominations are equal to or less than the vacancies to be filled on the board, formal written ballots will not be sent to the Regular members by mail, but in lieu thereof the Secretary of the Corporation may cast an unanimous ballot for the election of the nominated Trustees at the annual election.
13.0 ANNUAL MEETING OF MEMBERS AND TRUSTEES.
13.1 The annual meeting of members for business that may come before the meeting shall be held on a Saturday in the month of May upon not less than ten (10) and not more than sixty (60) days written notice of the time, place, and purpose of the meeting. The meeting shall be held at a place and time as shall be specified in the notice of the meeting.
13.2 The annual meeting of the board shall immediately follow the annual meeting of the members, at the same place, to elect officers and to take other action that may come before the meeting. The board may provide for additional regular meetings of the members and the board.
14.0 SPECIAL MEETINGS OF MEMBERS OR BOARD.
Special meetings of the members or the board for any purpose or purposes may be called at any time by the President or any two (2) of the trustees. Special meetings of the members shall be held upon not less than ten (10), nor more than sixty (60) days notice given by mail. Special meetings of the trustees shall be held on not less than two (2) days notice given personally or by telephone, facsimile or E-mail, or upon not less than seven (7) days notice given by depositing in the United States mails, postage prepaid. This notice shall specify the time, place and purpose or purposes of the meeting.
15.0 WAIVERS OF NOTICE OF BOARD MEETINGS AND ADJOURNMENTS.
Notice of a meeting need not be given to any trustee who signs a waiver of notice before or after the meeting, or who attends the meeting without protesting, prior to the conclusion of the meeting, the lack of notice to the trustee of the meeting. Neither the business to be transacted at, nor the purpose of any meeting of the board need be specified in the notice or waiver if the time and place are fixed at the meeting adjourning and if the period of adjournment doe not exceed ten (10) day in any one adjournment.
16.0 ACTION WITHOUT MEETING.
The members of the board or any committee may act without a meeting if, prior or subsequent to the action, each trustee or committee member shall consent in writing to the action. The written consent or consents shall be filed with the minutes of the meeting.
17.0 MEETING BY TELEPHONE.
The board or committee may participate in a meeting of the board of a committee, by means of a telephone conference call or any other means of communication by which all persons participating in the meeting are able to read the words of or hear each other.
18.0 QUORUM.
A majority of the trustees shall constitute a quorum for the transaction of business at each meeting of trustees. A majority of the members at a meeting shall constitute a quorum for the transaction of business at any meeting of the members unless there are thirty one (31) or less members of the corporation in which case fifteen (15) members shall constitute a quorum at any meeting of the members.
The act of the majority of members or trustees at a meeting at which a quorum is present shall be the act of the meeting except that the active majority of the entire board shall be required with respect to any amendment to the bylaws or the certificate of incorporation, or the making of any grant or distribution of funds.
19.0 COMMITTEES OF THE BOARD.
The board by resolution approved by a majority of the entire board, may appoint from among the trustees one (1) or more committees (other than the nominating committee) consisting of at least one trustee and other members, each of which committees, to the extent provided in the resolution, shall have and may exercise the authority of the board. However, no committee can take the following actions:
(1) Make, alter, or repeal any bylaws of the corporation.
(2) Elect or appoint any officer or trustee, or remove any officer or trustee;
(3) Make any grants or distribution of funds;
(4) Submit to members any action that require the approval of the members; or
(5) Amend, or repeal any resolution previously adopted by the board.
The board by resolution adopted by a majority of the entire board may take the following actions:
(1) Fill any vacancy in a committee;
(2) Appoint one or more persons to serve as alternate members of any committee, to act in the absence or disability of members of any committee with the powers of the absent or disabled members of the committee;
(3) Abolish any committee at its pleasure; or
(4) Remove any members of a committee at any time, with or without cause.
A majority of each committee shall constitute a quorum for the transaction of business and the actions of the majority of the committee members present shall be the actions of the committee.
Each committee shall appoint from among its members a chairperson, unless the resolution of the board establishing the committee designates the chairperson. A vacancy in the position of chairperson shall be filled in the manner of the original appointment.
Actions taken a meeting of any committee shall be kept in a record of its proceedings. The record shall be reported to the board at its next meeting following the committee meeting, except when the meeting of the board is held within two (2) days after the committee meeting, the report shall be made to the board at its second meeting, if not made at the first meeting.
20.0 COMPENSATION.
Neither members, trustees, nor officers shall receive any fee, salary, or remuneration of any kind for their services as trustees and/or officers, provided, however that trustees and officers may be reimbursed for reasonable expenses incurred with the approval of the board upon presentation of written vouchers.
21.0 ELECTION OF OFFICERS.
At its annual meeting, the board shall elect a President, a Vice President, a Treasurer and a Secretary, and any other officers it shall deem necessary. The board, by resolution adopted by the majority of the entire board, may remove any officers, with or without cause.
The board shall fill any vacancy among the officers or trustees between annual meetings of the corporation. Any officer or trustee so appointed shall run for election at the next annual election for any remaining unexpired term of that office.
21.1 TRUSTEES.
The President and Secretary shall be Trustees; other officers may, but need not, be Trustees. The position of any two or more officers may be held by the same person; however, no officer shall execute, acknowledge, or verify any instrument in more than one capacity if the instrument is required by law or by these bylaws to be executed, acknowledged, or verified by two or more officers.
21.2 PRESIDENT.
The President shall be the chief executive office of the corporation and shall have the general charge and supervision, over and responsibility for the affairs of the corporation. The President shall preside at all meetings of the members and at all board meetings. All other officers shall be subject to the authority and supervision of the President. The President may enter into and execute in the name of the corporation contracts or other instruments not in the ordinary course of business, which are authorized, either generally or specifically, by the board. The President shall have the general powers and duties of management usually vested on the office of the President of a corporation. From time to time the President may delegate to any other officer any or all of these duties and authority. The President may use the honorary title of "Superintendent" with the same force and effect as that of the President.
21.3 EXECUTIVE VICE PRESIDENT.
The Executive Vice President, if elected, shall have the duties and possess authority as may be delegated to the Executive Vice President and shall preside at any meeting where the President is absent.
21.4 VICE PRESIDENT.
The Vice President, if elected, shall have the duties and possess authority as may be delegated to the Vice President by the President.
21.5 TREASURER.
The Treasurer shall have the custody of the funds and securities of the corporation and shall keep or cause to be kept regular books of account for the corporation. The Treasurer shall perform other duties and possess other powers that are incidental to the office or shall be assigned by the President or the board. The Treasurer may use the honorary title of "Paymaster" with the same force and effect as that of Treasurer.
21.6 ASSISTANT TREASURER.
Assistant Treasurers, if elected, shall have the duties and possess authority as may be delegated to them by the Treasurer.
21.7 SECRETARY.
The Secretary shall cause notice of all meetings to be served as prescribed in these bylaws and shall keep or cause to be kept the minutes of all meetings of the board. The Secretary shall have charge of the seal of the corporation and shall perform all other duties and possess powers as are incident to the office or as shall be assigned by the President or the board. The Secretary may use the honorary title of "Clerk" with the same force and effect as that of Secretary.
21.8 ASSISTANT SECRETARY.
Assistant Secretaries, if elected, shall have the duties and possess authority as may be delegated to them by the Secretary.
22.0 FORCE AND EFFECT OF BYLAWS.
The bylaws are subject to the provisions of the New Jersey Nonprofit Corporation Act (the Act), and the certificate of incorporation of this corporation, as it may be amended from time to time. If any provision in these bylaws is inconsistent with a provision of the Act or the certificate of incorporation, the provision of the Act or the certificate of incorporation shall govern to the extent of the inconsistency.
23.0 AMENDMENT OF BYLAWS.
These bylaws may be altered, amended, or repealed by the members of the board, provided that bylaws made by the board may be altered or repealed by the members and new bylaws may be made by the members.
The board may amend bylaws adopted by the members unless the members prescribe in the bylaws at its adoption that it may not be altered or repealed by the board.
Written notice of any bylaw change to be voted on by the members or the board shall be given not less than ten (10) days prior to the meeting at which the change shall be proposed.
(End Of Bylaws)
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