Horological Society of New York

Constitution and Bylaws of The Horological Society of New York
Organized March 26, 1866

Revised and amended
August 16, 1869, November 2, 1874, May 5, 1879, August 22, 1881, October 6, 1887, July 11, 1905 and January 2, 1906, February 18, 1967, February 27, 2015, June 18, 2015, December 15, 2015, July 10, 2016, December 2, 2019, December 11, 2019, February 2, 2021, September 14, 2022, September 18, 2024, December 11, 2024.

ARTICLE I - NAME OF THE ASSOCIATION

Section 1
The name of the association shall be the Horological Society of New York, Inc., hereinafter called the Society.

Section 2
The Society shall be a non-profit corporation chartered under the laws of the State of New York.

ARTICLE II - OBJECT OF THE ASSOCIATION

Section 1
To advance the art and science of horology.

Section 2
To disseminate and interchange horological knowledge among its members and with the public.

Section 3
To provide regular friendly social discussion after adjournment of the regular meetings as well as social events during the year.

Section 4
Notwithstanding any future construction of any of the foregoing provisions to the contrary, the Society shall not engage in any activity which is not educational, technical, scientific, or charitable within the meaning of Section 501(c)(3) of the Internal Revenue Code, 1954 or equivalent provisions of any amendment of such Code, or of a superseding Internal Revenue Code, or other Federal law of like import.

Section 5
No part of the net earnings of the Society shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes described in section 501(c)(3). No substantial part of the activities of the Society shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Society shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Society shall not carry on any other activities not permitted to be carried on (a) by a Society exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a Society, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE III - MEMBERSHIP

Section 1
Any person with an interest in horology may join the Society.

Section 2
Members must pay yearly membership dues, unless exempt.

ARTICLE IV - PRIVILEGES OF MEMBERSHIP

Section 1
Every member of the Society who has been a member in good standing can be elected to any official position.

Section 2
All members receive priority access to meetings organized by the Society.

ARTICLE V - DUTIES OF MEMBERS

Section 1
Each member should use their best effort to advance the art and science of horology.

Section 2
Each member is obliged to pay their membership dues and any other financial assessments promptly.

ARTICLE VI - RESIGNATIONS AND SUSPENSIONS OF MEMBERS

Section 1
Any member can resign from the Society by presenting a written or oral statement to the Trustees, subject to the fulfillment of all obligations of membership.

Section 2
A member who is delinquent in the payment of their membership dues and who fails to meet their obligations will have their name removed from the membership list.

Section 3
Any member who behaves in a rude or boisterous manner at the meetings, or at any time conducts themselves in an impolite manner, or is accused of dishonesty or guilty of other misdemeanors will have their name removed from the membership list.

ARTICLE VII - REINSTATEMENT OF MEMBERS

Section 1
Any member who voluntarily resigns from the Society may be reinstated as a member in good standing by paying their membership dues without the payment of the regular initiation fees.

Section 2
Any member suspended for the non-payment of dues can be reinstated by payment of 2 years delinquent dues, plus current dues.

ARTICLE VIII - OFFICERS AND HOW ELECTED

Section 1
The President, Vice President, Treasurer and Trustees constitute the Officers of the Society. When considered necessary the President can call the Officers in session to discuss and vote on measures concerning the Society.

Section 2
All Trustees are elected for a term of three (3) calendar years. Trustees will be grouped in three (3) Cohorts, termed A, B and C, consisting of four (4) Trustees each. Each year one (1) Cohort will be up for election, beginning with Cohort A, and repeatedly cycle through. Upon implementation of the three (3) Cohorts, Cohort A will consist of the four (4) longest-serving Trustees, Cohort B of the second four (4) longest-serving Trustees and Cohort C of the remaining four (4) Trustees. After each election the newly elected Officers will be part of the Cohort whose seats they have won. The other Officers, the President, Vice President and Treasurer, are elected for a term of four (4) calendar years, and elections shall be held concurrently with Trustee elections.

Section 3
An election shall be held every December for the Cohort that is reaching the end of its three (3) year term. In the case of an Officer unable to complete their term, for any reason, a special election will be held to elect an Officer to finish the unexpired term. Only Trustees may vote for any Officer.

Section 4
After completing their term an Officer may be reelected. No Officer may hold two (2) positions simultaneously.

Section 5
A majority vote is necessary to elect a candidate for office. In case of a tie, the President shall cast the tie-breaking vote.

Section 6
A maximum of 12 trustees may serve.

ARTICLE IX - DUTIES OF OFFICERS & EXECUTIVE DIRECTOR

Section 1
The President shall preside at all meetings and organize said meetings.

Section 2
The Vice President is empowered to act in the official capacity as President in case of the President’s absence.

Section 3
The Executive Director shall be responsible for the day-to-day activity of the Society, including all aspects of what is deemed necessary to satisfy the Society’s mission. The Executive Director shall receive all moneys and pay all debts, and shall keep a complete record of all financial transactions. He or she shall submit all required tax information to state and federal authorities. The Executive Director shall be the direct manager of all employees and volunteers of the Society.

Section 4
The Recording Secretary shall keep a record of the minutes of each meeting.

Section 5
The Trustees shall attend all Executive Committee meetings to discuss and vote on business. A majority vote by the Trustees is required to pass proposals.

Section 6
The Treasurer shall provide regular financial reports to the Executive Committee.

Section 7
Trustees should use their best effort to further and encourage the welfare of the Society and advance the art and science of horology.

ARTICLE X - MEETINGS

Section 1
The regular meetings of the Society are to be held on a monthly basis, at such place and time as the Executive Director decides.

Section 2
All meetings shall be conducted in English.

ARTICLE XI - FELLOWS

Section 1
Every member of the Society who has been a member in good standing for at least one decade can be made a fellow of the Society.

Section 2
Fellows may be nominated and voted at the annual election.

Section 3
Fellowship is granted for life.

Section 4
Fellows are exempt from all membership dues and fees.

ARTICLE XII - AWARDS

Section 1
The Howard Fass award is given to individuals judged to have shown extraordinary dedication to the ideals which the Society pursues.

Section 2
One Howard Fass award may be granted each year.

Section 3
Awardees may be nominated and voted at the annual election.

Section 4
Awardees do not need to be members of the Society, or located in New York City.

ARTICLE XIII - GENERAL PROVISIONS

Section 1
These bylaws once being approved by the Executive Committee shall be binding on the Society and automatically make void any laws and ordinances made previous to the enactment of these same bylaws.

Section 2
Suspension of the rules for any period of time, for any part of any article or section thereof or of the bylaws as a whole shall not be permitted.

ARTICLE XIV - AMENDMENTS TO CONSTITUTION AND BYLAWS

Section 1
Amendments to the constitution must be approved by a vote of the then serving Trustees whereby at least 2/3 vote in favor of any such changes.

Section 2
The constitution and bylaws shall be made available to any member upon request.

ARTICLE XV - DISSOLUTION OF THE ASSOCIATION

Section 1
This association can not be dissolved as long as five members continue to uphold the same.

Section 2
Upon the dissolution of the Society, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.