Proposed repeal of the Sunrise Trail Division Constitution and By-Laws
and their replacement by a single new set of revised and updated Bylaws

Introduction: A few years ago, the National Model Railroad Association (NMRA) changed its organizational documents creating, among other things, the single unified NMRA membership system. Last year the Northeast­ern Region (NER) followed suite, basing its new Bylaws on the NMRA model. Although the Sunrise Trail Divi­sion (STDiv) adopted the unified membership system almost a decade ago, the STDiv’s governing documents in general, now over forty years old, are in need of a major revision and update. STDiv’s Board of Directors (BOD) felt that there might be no better time to accomplish such an ambitious undertaking than now, when, among other things, the STDiv might take advantage of the experiences of its parent organizations.

A Bylaws Committee consisting of Walter Neumen, John MacGown, Steven Perry and Walter Wohleking were commissioned to rework the STDiv’s current Constitution and By-Laws. Vincent Gollogly, an attorney involved in the NER’s revision, kept himself on call to advise the group when it felt need for his counsel. The work has now been completed, and the BOD will shortly ask the general membership to approve adoption of the proposed new Bylaws, which will replace the present Constitution and present By-Laws.

The current documents, as well as the proposed new and revised By-Laws, will shortly be placed on the STDiv website at www.sunrisetraildiv.com. There you will be able to compare the old documents with the new to see what has changed. To aid you in this, the cross reference table provided at the end of this document will also be on the website. If you do not have internet access or wish to obtain printed copies of all related documents, please send $3 to cover costs of printing and mailing to Walter Wohleking, 5 Howard Drive, Huntington NY  11743.

Current status of governing documents: Normally, a corporation today has only two governing documents, its Charter (or incorporation paper) filed with the state, and its Bylaws (the document governing operations). At pre­sent the STDiv has three such documents: a Charter of Incorporation, filed in the State of New York in 2001, a Constitution and a set of By-Laws, both created in 1966. The Constitution and the By-laws contain significant amounts of repetition, ambiguity and vague or confusing language, due probably to the patchwork of modifica­tions undertaken over the past forty-two years.

The action you will be asked to perform: As part of the annual March ballot for STDiv Officers and Directors, the STDiv general membership will also be asked to repeal the existing STDiv Constitution and existing STDiv By-Laws and adopt a new set of Bylaws, which will merge the present Constitution and By-Laws into one Bylaws document. Note that the filings with the state of New York and the tax exempt 501(c)(3) status obtained from the IRS will not be affected.

Significant changes: While almost all the provisions of the current Constitution and associated By-Laws have been merged into the proposed new Bylaws, two significant changes are worth noting.

First, present procedures for proposing changes to the STDiv’s governing documents are well defined for the BOD, but nearly incomprehensible for the general membership. In other words, it is relatively easy for the BOD to sponsor a change, but difficult to nearly impossible for the general membership to do so. Every proposed change, however, regardless of its sponsor, importance, extent or impact, must be approved by a ballot of the general membership. In the past this has served to discourage timely incorporation of necessary updates until a number of them had been accumulated and could be proposed at one time. Therefore, the restrictive requirement of a favorable membership vote regarding changes to the governing documents is not incorporated into the proposed new Bylaws. The opportunity for member initiated Bylaws changes, however, is not only preserved, but the means of initiating such changes have been clarified and their implementation has been facilitated in the proposed new Bylaws.

Second, note also that, if necessary, the proposed new Bylaws allow the STDiv to function with fewer than the four offi­cers presently required by the Constitution. This provision has been added to address situations wherein a quali­fied candidate cannot be found for an upcoming term in office and the STDiv does not want to operate outside the requirements of its governing documents. Should such action be necessary, the proposed new Bylaws stipulate that it be constrained by applicable regulations for New York State corporations. In other words, while allowing this flexibility, the proposed new Bylaws still prevent the STDiv from operating with less than the minimum complement of officers called for by New York State law.