1972 - Club named ‘Early Engine Club of the Capital District’
1972 - First engine show held on Labor Day Weekend at the Schaghticoke Fairgrounds.
1974 - By-laws written and adopted, April 1974
1977 - By-laws amended to accept temporary membership.
1978 - Cub incorporated and By-laws rewritten.
1984 - Installed dynamic farm workshop in the museum at the Fairgrounds.
1985 - Revision to 1978 By-laws.
1987 - Revision to 1985 By-laws.
1991 - Revision to 1987 By-laws.
2010 - Revision to 1991 By-laws.

 

 

BY-LAWS OF
EARLY ENGINE CLUB, INC.
Schaghticoke, NY

ARTICLE 1 - OFFICES
The principle office of the corporation shall be in the Town of Schaghticoke, County of Rensselaer, State of
New York. The corporation may also have offices at such other places within or without this state as the
board may, from time to time, determine or the corporation may require.

ARTICLE 2 - PURPOSES
1. To promote and encourage the salvage and preservation of early engines and their related
equipment.
2. To promote and encourage public awareness and interest in early engines and equipment both within
and without this corporation.
3. To promote, encourage, and provide enjoyment, entertainment and fellowship amongst the members
of this corporation.
4. To publicly display the afore mentioned early engines and related equipment at various exhibitions,
shows, and fairs for the enjoyment, entertainment, and education of the public in general.
5. In furtherance of its corporate purposes, this corporation shall have all general powers enumerated in
section 202 of the Not-For-Profit Corporation Law.
6. To do any other act of thing incidental to or connected with the forgoing purpose or in advancement
thereof, but not for the pecuniary profit or financial gain of its members, directors, or officers except as
permitted under the Not-For-Profit Law of the State of New York.

 

ARTICLE 3 - MEMBERSHIP
1. QUALIFICATION FOR MEMBERSHIP
a. Membership in this corporation shall be limited to persons of good character, who are interested
in the salvage, display, and preservation of antique engines, related equipment and crafts of the
era.
b. A person or family make a request for membership to the Membership Secretary along with a
non-refundable initiation fee of $5.00 plus the first years dues of $5.00 (total $10.00) at the time
of new membership.
c. A family shall be defined as persons living at the same residence as a unit.
d. If the perspective member is under the age of 18, and is not related to an existing member of the
club over the age of 18, he/she must attach the written permission of their parent or legal
guardian to the membership secretary at the time of membership request

 

2. LIMITATION OF ACTIVITY OF MEMBERS UNDER AGE 18.
Members under the age of 18 may NOT operate or assist in the operation of equipment at any club
sponsored event unless they are directly supervised by a member of their immediate family (or legal
guardian who is 18 years old or older) AND a member of the club.

 

3. HONORARY MEMBERSHIP
A person may be admitted to membership in the corporation as an HONORARY member where a
current member in good-standing submits a proposal for membership to the Board of Directors and
where the Board of Directors approves such membership by majority vote of those directors present.
In deciding whether to admit a person as an Honorary Member, the Board of Directors shall consider
the following:
a. Age
b. Knowledge and/or experience on antique engines and their related equipment.
c. An Honorary Member shall not be subject to payment of dues and initiation fees.

 

4. TEMPORARY MEMBERSHIP
A person may be admitted as a temporary member in the Corporation by action of the majority of the
Board of Directors. Temporary membership shall be limited to situations where membership in the
Corporation is required for the duration of an activity or stated period of time. The Board of Directors
may waive normal fees and annual dues, at their discretion.

 

5. MEMBERSHIP MEETINGS
a. The annual membership meeting of the Corporation shall be held on the 4 th Sunday of November,
each year,
b. Regular meetings of the Corporation shall be held on the 4 th Sunday of each month except
December, May, and June, and September at 2:00 PM. unless otherwise specified. The meetings
will be held in the Schaghticoke Fair Office meeting room.
c. The presence at any membership meeting of not less than 15 members shall constitute a quorum
and shall be necessary to conduct the business of the Corporation except as noted below. A
lesser number may adjourn the meeting.
d. In the absence of a quorum of 15 members, a meeting majority of the members present may
authorize payment of bills presented by the corporation secretary which represents contractual
obligations of the Corporation which must be prior to the next regular scheduled meeting.
e. In the event that a regularly scheduled meeting of the Corporation is cancelled, any 2 officers,
empowered to sign checks, may pay any bills presented by the Corporation secretary which
represent contractual obligations of the Corporation which must be paid prior to the next regularly
scheduled meeting of the Corporation.

 

6. SPECIAL MEETINGS
Special meetings of the Corporation may be called by the President, at his/her discretion or on the
request of 5 members in good standing. The only business that may be discussed at such special
meeting shall be that of which the special meeting has been called.

 

7. FIXED RECORD DATE
For the purpose of determining the members entitled to notice of, or to vote, at any meeting of the
members and/or adjournment there, or to express consent , or dissent from any proposal without a
meeting, or for the purpose of determining the members entitled to receive and distribution of and
allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date
as the record date for any such determination of members. Such date shall not be more than 50, nor
less than10 days before any such meeting, nor more than 50 days prior to any such action.

 

8. ORDER OF BUSINESS
Only an elected officer or director of the Corporation may conduct a regular membership meeting. At
all membership meetings, the following order of business are to be followed:
1. Call the meeting to order
2. Pledge to the flag
3. Roll call (be sure the sign in book has been signed by all members, and guest, at the meeting)
4. Welcome any guests
5. Reading of the minutes of the previous meeting
6. Treasurers report
7. Membership secretaries report
8. Reading of communications
9. Report(s) from committees
10. Unfinished business
11. New business
12. Date, location, and time of the next meeting.
13. Adjournment.

 

9. MEMBERSHIP DUES
a. A member, who has not paid his current year annual dues as of the regularly scheduled monthly
meeting in October, is to be considered a delinquent member.
b. The delinquent member is to be notified by the membership secretary as soon as possible.
c. If a members current year dues is not paid by the end of December of the current year, the
member shall be dropped from Corporations membership role.
d. For a period of 3 years the former member may be reinstated by payment of all current and past
dues.
e. Beyond the period of 3 years, the former member must reapply for membership in the manner
stated in ARTICLE 3 OF THESE BY-LAWS.

 

10. MEMBER IN GOOD STANDING
A member of good character who is not delinquent in his dues, and is not a criminal, is considered to
be a member in good standing.

 

11. EXPULSION OF MEMBERS
a. Any member of the Corporation shall be subject to expulsion there from, upon the action of a
majority of the members present at a regular or annual meeting and upon the recommendation of
a member in good standing that such expulsion take place.
b. Upon such a recommendation, the president shall cause the reasons for such expulsion to be set
forth and notice of such recommendation and reasons for such to be given to the affected member
in writing.
c. The affected member shall be given an opportunity to present himself before the membership
and defend himself at any regular or annual meeting, no greater than 3 months, subsequent to
his receiving notice of the recommendation of expulsion and the reasons therefore.
d. Upon due deliberation of the matter those members then present, excluding the member affected,
shall then vote on the expulsion recommendation and the affected member shall be expelled from
membership in the Corporation upon majority vote by said membership in favor of expulsion.
e. The affected member shall not be present at the discussion of, and voting on, this particular
matter.

ARTICLE 4 – DIRECTORS
1. MANAGEMENT OF THE CORPORATION
The affairs of the Corporation shall be guided by the Board of Directors which shall consist of not less
than 5 Directors. Directors shall be at least 19 years of age. The Senior Director shall maintain an
inventory of corporate property and shall report at the annual meeting. The directors are empowered
to administer special funds if the membership so desires.

 

2. ELECTION AND TERM OF DIRECTORS
At each annual meeting, the membership shall elect 1 Director to hold office for a term 5 years. Each
Director shall hold office until the expiration of the term for which he/she was elected and until his/her
successor has been elected and shall have qualified, or until his/her prior resignation or removal.
This restriction does not apply to any other offices of the Corporation nor does it preclude a Director
from running for any other office in the Corporation.

 

3. SENIOR DIRECTOR
a. The senior Director shall be the longest standing term member of the Board.
b. This Director is charged to maintain a record of all corporate property, and is to report this
record to the membership at the annual membership meeting in November.
c. He/She shall also read the slate of officers to be presented for membership vote, to serve the
following year, at the Annual Meeting.

4. INCREASE OR DECREASE IN NUMBER OF DIRECTORS
The number of Directors may be increased or decreased by vote of the members or by vote of a
majority of all of the Directors. No decrease in number of Directors shall shorten the term of any
incumbent Director.

 

5. NEWLY CREATED DIRECTORSHIP VACANCIES
Newly created Directorships resulting from an increase in the number of Directors and vacancies
occurring in the board for any reason except for the removal of Directors without cause may be filled
by a vote of a majority of the Directors then in office, unless otherwise provided in the Certificate of
Incorporation. Vacancies occurring by reason of the removal, or Directors without cause shall be filled
by vote of the members. A Director elected to fill a vacancy caused by resignation, death, or removal
shall be elected to hold the office for the unexpired term of his predecessor.

 

6. REMOVAL OF DIRECTORS
Any or all of the Directors may be removed for cause by a majority vote of the members or by action
of the Board of Directors. Directors may be removed without cause only by a majority vote of the
members.

 

7. RESIGNATION
A Director may resign by giving written notice to the Board, the President, or the Secretary of the
Corporation. Unless otherwise specified in this notice the resignation shall take effect upon receipt
thereof by the Board or such officer. And the acceptance of the resignation shall not be necessary to
make it effective.

 

8. QUORUM OF DIRECTORS
Unless otherwise provided in the Certificate of Incorporation a majority of the entire Board shall
constitute a quorum for the transaction of business or of any specified item of business.

 

9. ACTION OF THE BOARD
Unless otherwise required by law, the vote of a majority of the Directors present at the time of the
vote, if a quorum is present at such time, shall be the act of the Board. Each Director present shall
have 1 vote.

 

10. PLACE AND TIME OF A BOARD MEETING
The Board may hold its meetings at the office of the Corporation or at such other places, either within
or without the state, as it may from time to time determine.

11. REGULAR ANNUAL MEETING
A regular annual meeting of the Board shall take place immediately following the regular October
membership meeting. The purpose of the meeting shall be to determine a proposed ballot for the
election of officers, and one Board member, at the November Annual Meeting of the membership.

 

12. NOTICE OF THE MEETING OF THE BOARD, ADJOURNMENT
a. Regular meetings of the Board may be held, without notice, at such time and place it shall from
time to time determine.
b. Special meetings of the Board shall be held upon notice to the Directors and may be called by
the president, upon 3 days notice to each Director, personally, by mail, or by wire.
c. special meetings shall be called by the President or by the Secretary in a like manner on
written request of 2 Directors.
d. Notice of a meeting need not be given to any Director who submits a waiver of notice whether
before or after the meeting or who attends the meeting without protesting prior thereto or at its
commencement, the lack of notice to him/her.
e. A majority of Directors present, whether or not a quorum is present, may adjourn any meeting
to another time and place. Notice of adjournment shall be given to all Directors who were
absent at the time of the adjournment and, unless such time and place are announced at the
meeting, to other Directors.

 

13. CHAIRMAN
During the Presidents elected term of office, he/she is automatically the Chairman and member of the
Board of Directors. At all meetings of the Board of Directors the President, or in his/her absence, the
Senior Director, shall preside.

 

14. EXECUTIVE COMMITTEE
The Board, by resolution adopted by the Board, may designate from among its members an
executive committee and other committees, each consisting of 3 or more Directors. Each such
committee shall include as a member, the President of the Corporation. The President of the
Corporation shall appoint the committee chairman. The chairman shall coordinate all committee
meetings and activities, and shall report on such when called on by the President at a regular or
special meeting of the Board.
All officers of the Corporation shall be members of the Executive Committee.

 

15. COMMITTEES
The President, or the membership by majority vote of the required quorum at a regular meeting, may
establish such committees as are deemed necessary to carry out specific club purposes. At the time
that a committee is established, a chairman will be appointed and the membership will decide the
amount that the committee can spend to accomplish its purpose.
In addition, the membership will decide if the Treasurer will be empowered to make an advance to the
committee chairman and in what amount.

 

ARTICLE 5 – OFFICERS
1. OFFICERS, ELECTION, TERM
President
Vice President
Recording Secretary
Membership Secretary
Treasurer

Shall each be elected by a majority vote of the membership present (if it is a quorum) at the annual
meeting in November. Each will serve a term of 1 year or until the election of his/her successor.
Director
One elected each year for a term of 5 years or until the election of his/her successor.

2. RESPONSIBILITIES
PRESIDENT
The President shall be the Chief Executive Officer of the Corporation; he/she shall be a member of
the Board for his/her term of elected office and preside at all meetings of the members of the Board of
Directors; and in the case of ties be the deciding vote.
He/ She shall have general management responsibility for the affairs of the Corporation and shall see
that all orders and resolutions of the membership are carried into effect.

 

VICE PRESIDENT
The Vice President, in the absence of the President, assumes the duties and assists the President in
all endeavors for the Corporation.

 

RECORDING SECRETARY
The Recording Secretary shall keep a correct record of the minutes of all meetings of the members
and read same for approval at the following meeting. The Recording Secretary shall write all
communications or bills at the regular or annual meetings of the members,

 

MEMBERSHIP SECRETARY
a. The Membership Secretary shall keep the membership roll up to date and give a report at
membership meetings as to its status ie: increases or decreases in number of members
B.The Membership Secretary shall receive all applications for membership with initiation fees and
first year’s dues, and all dues thereafter.
c.The Membership Secretary shall keep a record of the membership, and their related information.
d.The Membership Secretary shall be responsible to notify delinquent members of their membership
status as defined in Article 3 – section 9 of these by-laws.

 

TREASURER
The Treasurer shall have charge of all money belonging to the Corporation and shall pay all bills or
drafts ordered and approved by the members and/or the Directors. The treasurer shall insure that all
checks issued have 2 signatures of any combination of President, Vice President, Recording
Secretary, and/or Treasurer. The treasurer shall keep directly posted and be ready at all times to give
a report when requested by the members or the Board.

 

DIRECTOR
Follow the directives outlined in ARTICLE 4, and attend all meetings called for the Board of Directors
and participate in decisions made by the Board.

 

3. SURITIES AND BONDS
In case the board shall require, any officer or agent of the Corporation shall execute to the
Corporation a bond in such sum and with such surety of sureties as the Board may direct, conditioned
upon the faithful performance of his duties to the Corporation and including responsibility for
negligence and for the accounting for all property, funds, or securities of the Corporation which may
come into his hands.

 

ARTICLE 6 - CLUB SPONSORED SHOWS AND DISPLAYS
The Early Engine Club Inc. shall not sponsor any event or membership participation in an event outside
the annual Schaghticoke Fair.
Members participating in other events are as individuals acting in their own interest.

ARTICLE 7 – SCHOLARSHIP FUND
It is the intent and spirit of this Corporation to assist a student in the understanding and advancement of
technology beneficial to him/herself and mankind. On November 12, 1981, the Corporation established a
scholarship fund. As of January 1, 1992 this fund has grown to a sum exceeding $3,000. By adoption of this
section of the by-laws, the Corporation sets forth the following rules for the administration of the fund.

 

1. FINANCIAL ADMINISTRATION
a. The fund will be administered and invested by the Board of Directors subject to review by the
membership.
b. The principal amount shall only be reduced or diminished by the dissolution of the Early Engine
Club Inc. which procedure is later outlined.
c. Annual awards will be made from the Corporations general treasury.
d. In the event such funds cannot support payment of the awards, money may be obtained from the
Scholarship fund CD account as long as the principal amount of the CD account does not go
below the $3,000 limit, except distribution upon dissolution of the Early Engine Club Inc. as
outlined in ARTICLE 9.

 

2. AWARDS PROCESS
a. The amount of each award shall be $100.
b. The proposed recipient(s) name(s) shall be read at the April meeting. The proposed recipient(s)
application(s) will be available for review if so requested by the membership.
A vote of the membership will then be taken to award all, or some of the applicants.
c. The qualifications for receipt of the award are as follows:
The recipient shall:
be at least 16 years of age,
preferably be a members child,
a member,
a member’s relation,
sponsored by a member in good standing.
d. Scholastic and financial ability shall be considered when granting an award.
e. The recipient may attend a vocational school, two year community college, engineering school or
apprenticeship, preferably in the field of mechanics, electronics, science or mathematics.
f. Upon acceptance to one of the institutions above, the recipient may use the award for tuition, lab
equipment, books, or tools.
g. An application for the award shall be submitted to the treasurer no later than March 28 th .

 

ARTICLE 8 – AMENDMENT

1. After a proposed amendment is properly established it shall be read at the regular meeting
immediately prior to the regular meeting during which it will be voted on.
2. A 2/3 majority vote by the members present is required for passage.
3. Approved amendments shall be dated when adopted.
4. When occasion warrants, a reprint of up-to-date amended by-laws shall be printed.

ARTICLE 9 – DISSOLUTION
1. DISTRIBUTION PROCESS OF ASSETS
Upon dissolution of the Corporation, no member shall be entitled to any distribution or division of the
remaining property or its proceeds.
The balance of any and all monies and other property received and held by the Corporation from any
source, including its operation, shall be transferred as follows:
a. Cash and negotiable securities shall be given to the Schaghticoke Fair in appreciation of their
continued support of the Corporations goals. In the event the Schaghticoke Fair no longer exists
as an organization, said funds shall be transferred to the Scholarship Fund for distribution.
b. Any other physical property and equipment shall be given to an appropriate “Not For Profit”
Corporation similar in purpose and organization to the Early Engine Club Inc., which is to promote
the preservation of antique engines and related equipment.
c. In the event that such remaining physical property cannot be donated as described above, it shall
be sold to the highest bidder and the proceeds realized shall be transferred to the Scholarship
Fund.

2. DISTRIBUTION OF SHAOLARSHIP FUNDS
After meeting all the requirements of section 1 of this article, all assets of the Corporation of any kind
whatsoever assigned to the Scholarship Fund shall be transferred to the control of the fiduciary body
to be selected by the Board of Directors of the Corporation or its legal successor. The fiduciary
successor to the Board of Directors of the Early Engine Club Inc. shall have the responsibility to
administer the assets and distribute the income of the Scholarship Fund in the name of the Early
Engine Club Inc. until said funds are distributed in full.

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