TRAIN
COLLECTORS ASSOCIATION
EASTERN
DIVISION BYLAWS
EFFECTIVE
DATE JANUARY 1, 2013
PREAMBLE: The Eastern Division (ED) Bylaws shall comply with and
be subject to the Bylaws of the Train Collectors Association (TCA) in all areas
and matters that are specifically required in the TCA Bylaws and applicable to
the ED and that are not prohibited by the State of
TABLE
OF CONTENTS
PREAMBLE
I. NAME, SCOPE
AND PURPOSE,
II. MEMBERSHIP
III. STANDARDS
IV. OFFICERS
V. BOARD OF
DIRECTORS
VI. NOMINATIONS
AND ELECTIONS
VII. MEMBERSHIP
MEETINGS
VIII. CHAPTERS
IX. FUNDS AND
FINANCES
X. COMMITTEES
XI. INITIATIVE
AND REFERENDUM
XII.
DISCIPLINARY PROCEDURES
XIII.
INDEMNIFICATION
XIV DISSOLUTION
XV CORPORATE
SEAL
XVI
PARLIAMENTARY AUTHORITY
XVII.
AMENDMENTS
ARTICLE
I – NAME, SCOPE, AND PURPOSE
Section 1: Name – The name of this organization shall be the Eastern Division of the
Train Collectors Association, hereafter referred to as the Division or ED.
Section 2: Scope -- The scope of these bylaws is to establish the terms, methods of
election, and responsibilities of the elected officials; enumerate the rights
of members; describe the structure of the Division; and to set the standard of
train meets and members conduct thereat.
Section 3: Purpose -- The purpose of the
Eastern Division shall be to preserve the history of train collecting and to
encourage the pursuit of this activity through research, education, community
outreach, fellowship, and sponsorship of train meets.
ARTICLE
II – MEMBERSHIP
Section 1. Qualifications:
A.
PRIMARY MEMBERS: Individuals who
are members of the Train Collectors Association (TCA) in good standing who
reside in the Eastern Division (ED) geographical area as outlined by the TCA
Board of Directors and published in the Supplement of the TCA Quarterly shall
automatically become Primary Members of the Eastern Division unless an
individual requests that his or her name not be included on the Eastern
Division membership role.
B.
AFFILIATE MEMBERS: An individual
TCA member in good standing but not residing in the ED geographic area may hold
Affiliate Membership in the Eastern Division by making an application to the ED
Board of Directors. A majority vote of
the ED Board shall admit to Affiliate membership.
C.
ENTITY MEMBERS: TCA Entity
Members shall be members of the Eastern Division as determined by policy set by
the ED Board of Directors.
Section 2. Rights and Responsibilities of the Membership:
A. Primary Members of the
Division over the age of 18 who are in good standing shall have the right to
attend membership meetings and events, make motions, debate, and vote on
Eastern Division matters. Only individual members over the age of 21 who are in
good standing may hold elective office.
B. Primary Members of the
Division, who are under 18 and in good standing may attend membership meetings
and events, may participate in debate if granted permission by the presiding
officer, but shall not have the rights to present motions, vote, or hold
office.
C. Affiliate Members of the Division in good
standing shall have such rights as granted by the Board of Directors but shall
not have the right to make motions, vote, or hold elective office.
D.
Good Standing shall mean that the member has paid all dues and fees established
by the TCA and the Division Board of Directors and has no unresolved
disciplinary or standards violation.
E.
Non-Discrimination: The Eastern Division of the Train Collectors Association
shall not discriminate on the basis of age, sex, race, nationality, religion,
disability, gender orientation, or sexual preference for its employment, membership,
election, or appointment practices.
ARTICLE
III – STANDARDS
Section 1. All trading, display, and sales of trains and
other merchandise shall be regulated by standards set by TCA and the Division.
Section 2. Members attending Eastern Division functions
shall conduct themselves in such a manner so as to promote cooperation, interest,
and fellowship in collecting trains.
Section 3. A TCA Member who sponsors a guest at an
Eastern Division function shall be responsible for the guest at all times and
any violation of the event’s rules shall be equally charged against the
sponsoring TCA Member.
Section 4. Guests may attend Eastern Division Meets one
time only unless this restriction is waved by a committee composed of the
President, Meet Chairman, and Meet Registrar.
Section 5. TCA members displaying toy train items at
Eastern Division meets must visibly tag all items for sale, for display, or for
trade; those items for sale must have asking price on the tag.
Section 6. All repainted and/or restored items must have
TCA Identag affixed in a prominent place, but not so as to destroy the
appearance of the item.
Section 7. Only train and/or train-related items may be
offered for sale at any Eastern Division meet.
ARTICLE
IV – OFFICERS
Section 1. Elected Officers -- The Elected Officers of this Division shall be
a President, a Vice President, a Secretary, and a Treasurer who shall be over
21 years of age and a current member in good standing of the Train Collectors
Association and Primary Members of this Division.
Section 2. Appointed Officers – The Appointed Officers of this Division shall be
the York Meet Chairman and the York Meet Registration Chairman who shall be
over 21 years of age and a current member of the Train Collectors Association
and Primary Members of this Division in good standing.
Section 3. Qualifications
A. Eligibility for
President - To be eligible a candidate shall have been a member of the Train
Collectors Association and a Primary Member of this Division for at least five
years immediately prior to being nominated and have served at least two terms
on the Eastern Division Board of Directors.
B. Eligibility for Vice
President, Secretary, and Treasurer - To be eligible for the office of Vice
President, Secretary, and Treasurer a candidate shall have been a member of the
Train Collectors Association and a Primary Member of this Division for at least
three years immediately prior to being nominated. The Vice President shall have served on the
Board of Directors for at least one term. The Secretary shall have basic word
processing skills. The Treasurer shall
be familiar with at least one common computerized accounting program.
C. A member shall not hold
an elected position in the Eastern Division and in a chapter simultaneously.
D. To run for and be elected or appointed to an
office, a member shall have a personal computer and a personal e-mail address.
Section 4. Term of Office
A. All officers shall be
elected by the Eastern Division membership by a plurality vote for a term of
two years or until their successors have been elected and assume office.
B. The President and Vice
President shall serve no more than two consecutive two-year terms in the same
office but may be elected to additional terms in that office providing that he
or she has been out of that office for at least one term of two years.
C. The Secretary and
Treasurer shall serve no more than four consecutive terms in the same office
but may be elected to additional terms in that office providing that he or she
has been out of the office for at least one term of two years.
D. Term limits shall not prevent a member from
succeeding to or being elected to a different office.
E. Terms of office shall
begin on January 1.
F. A member who has served more than half a
specific term in an office or position shall be considered to have served the
full term for the purpose of determining eligibility to serve additional terms
in that office or position.
Section 5. Vacancy in Office - In the case of a vacancy in the office of
President, the Vice President shall serve as President for the remainder of the
term. A vacancy in any office other than President or Immediate Past President
shall be filled by the Board of Directors by a majority vote for the remainder
of the unexpired term. A vacancy in the office of Immediate Past President
shall not be filled.
Section 6. Duties of Officers - The elected and appointed officers shall perform
the duties provided in this section and such other duties as are prescribed for
the office in these bylaws, or by the Board of Directors, or by the President,
or in the adopted parliamentary authority, or by statute.
A. The President shall be
the Chief Executive Officer of this Division and shall preside at all meetings
of the Division and of the Board of Directors except as otherwise stated. He
shall supervise all other elected or appointed officers and directors. He shall
appoint, subject to confirmation of the Board of Directors, the York Meet
Chairman and Meet Registration Chairman.
He shall appoint the chairmen and members of all committees except the
Nominating Committee. He shall serve ex-officio as a member of all committees
except the Nominating Committee.
B. The Vice-President shall
perform all duties of the President during the President’s absence, death, or
incapacity or as directed by the President or the Board of Directors.
C. The Secretary shall
record the minutes of all meetings of the membership and the Board of
Directors. The minutes of Membership Meetings shall be approved in a manner set
forth in a policy developed by the Board of Directors and be distributed to
members present at the next Membership Meeting and upon request to other
members. The minutes of all Board
Meetings shall be sent to all Board members.
The Secretary shall send notices of Board and Membership Meetings in a
manner authorized in a policy adopted by the Board of Directors. The Board of Directors may authorize the
employment of a staff member to assist the Secretary. This staff member shall
not be a member of the Board of Directors.
D. The Treasurer shall keep
the financial records and receive all monies.
Upon presentation of a voucher, the Treasurer shall pay bills and make
other disbursement as authorized by the Board of Directors. He or she shall
follow such accounting procedures and issue financial reports as required and
prescribed in IRS Regulations, Pennsylvania Statutes for Non-Profit
Corporations, the TCA Bylaws, these Bylaws or by the President and/or Board of
Directors. The Board of Directors may authorize the employment of a staff
member to assist the Treasurer.
Section 7. Removal from Office – An Elect Officer may be removed with cause by a
vote of two-thirds of the current voting membership of the Board of
Directors. Appointed Officers may be
removed without cause by a vote of two-thirds of the current voting members of
the Board of Directors.
ARTICLE
V – BOARD OF DIRECTORS
Section 1. Composition - The members of the Board of Directors shall be:
A. The Elected Officers:
President, Vice-President, Secretary and Treasurer;
B. The Appointed Officers:
C. Chapter Representative
Directors: Each Eastern Division Chapter shall be entitled to elect one
Representative Director.
D. At-Large Directors: The
membership of this Division shall elect Three Directors-At-Large.
E. The Immediate Past
President.
Section 2: Voice and Voting
A. Voting Members of the Board shall be the
Elected Officers, the Immediate Past President, the Chapter Representative
Directors, and the three Directors-At-Large.
B. Non-Voting Members of the Board shall be the
Appointed Officers. They shall have the right to speak but shall not propose
motions, vote, or be counted in the quorum.
C. The President while presiding at a meeting
shall vote only in the case of a tie or when there is a ballot. If the President desires to speak at length
on a motion, he or she shall yield the Chair and shall not return until the
motion is disposed of.
D. Eastern Division Members and Guests may
attend open meetings of the Board of Directors as observers. They shall have no rights to participate in
the Board meeting but the Board may grant an individual the privilege of
speaking on a specific issue or motion so long as he or she observes the rules
of debate and decorum and are recognized by the Chair.
E. Executive Session: By a majority vote, the Board may go into
Executive Session. Only the voting
members of the Board shall have the right to attend the Executive Session but
the Board my invite others to attend part or all of the Executive Session. Those who attend the Executive Session are
legally and morally bound by the rule of secrecy and every thing that is said or
done in the Executive Session shall not be revealed outside of that session
unless by vote of the Voting Board Members in attendance grants permission to
discuss, announce, or act upon something that is said or done.
Section 3. Qualifications and Term of Directors
A. Qualifications for Directors: Chapter Representative Directors and Directors-At-Large
shall be at least twenty-one years of age, a current member in good standing of
TCA and a Primary Member of this Division for at least three years, and shall
have a personal computer and personal e-mail account. Directors-at-large shall not be
simultaneously a member of a TCA Chapter within the Division.
B. Term of Office: Directors shall be elected for a term of two
years or until their successors are elected and assume office. Terms of office shall start on January
1. A Division Officer who has completed
one or more terms of office shall not be eligible to run for a director’s
position until he or she has been out of office for a term of two years.
Section 4. Power and Authority of the Board
A. The governing body of
the Eastern Division shall be the Board of Directors that shall have full power
to control and to manage the operational and fiscal activities, determine all
policies, discipline members as described in Article XII, Section 2, and manage
the physical and intellectual properties of Eastern Division subject only to
the provisions of the Articles of Incorporation, these bylaws, statutes of the
Commonwealth of Pennsylvania, and federal laws and regulations.
B. The Board of Directors
shall have the authority to adopt special rules of order, standing rules, and
policies to govern its proceedings and the affairs of the Eastern Division over
which it has power and authority.
Section 5. Duties of the Board. The Board of Directors shall:
A. Adopt a biennial budget
at its first meeting;
B. Review and act upon annual financial reviews
performed by an independent Certified Public Accountant (CPA)
C. Determine the place,
date, time, and registration fee and other fees for the Semi-Annual Train
Meets;
D. Set standards for the
display, trade, and sale of toy trains and related merchandise and the conduct
of participants at any Eastern Division train meet;
E. Determine the place,
date, time, and agenda for the membership meetings;
F. Fill vacancies as
provided in these Bylaws and the Standing Rules;
G. Employ and supervise
such staff as are needed and appropriate;
H. Assure that policies are written, approved,
and reviewed concerning document retention and disposal, non-harassment, whistle
blowing, and non-discrimination; and
I. Have such other duties
as are prescribed for the Board in these Bylaws, by the Initiative and
Referendum process described in Article XI, or in the adopted parliamentary
authority or by statute.
Section 6. Meetings of the Board of Directors
A. Regular and Conference
Phone Call meetings of the Board of Directors shall be held at such time and
place as shall be determined by the Board of Directors, except that the Board
shall meet in person at least twice each calendar year. Notice of the time, place, and purpose of
such meetings shall be sent by either postal or electronic means to each Board
member by the Secretary not less than ten days prior to the meeting.
B. Special meetings of the
Board of Directors may be called by the President or by any four members of the
Board with notification of that call given by either postal or electronic means
at least fifteen days before the meeting to all Board members. Only business
announced in the call of the meeting shall be conducted at the special meeting.
C. Quorum for regular, conference
phone call, and special meetings of the Board shall be one-half of the Board’s
current voting membership
D. Minutes of board
meetings shall be sent by either postal or electronic means by the Secretary to
all Board Members within thirty days after such meetings.
E. In an emergency or
urgent situation, the Board may take action on a specific issue without a
meeting by mail or electronic ballot providing that at least a quorum of the
Board participated in the voting and that the results of the ballot are
reported in the minutes of the next regular Board meeting.
ARTICLE
VI – ELECTION OF OFFICERS AND
DIRECTORS
Section 1. Supervisor of Elections – The Eastern Division Immediate Past
President shall serve as the Elections Supervisor for the nomination and
elections process and shall also serve as the Chairman of the Nominating
Committee. If the Immediate Past President’s position is vacant, the Board of
Directors shall elect one of its members, excluding the President, as Chairman
of the Nominating Committee.
Section 2. Nominating Committee
A. Membership – the Nominating Committee shall be
composed of a Chairman and no more than seven and no less than five TCA members
in good standing who reside permanently within the Eastern Division. Prior to
the Spring York Meet, the Chairman of the Nominating Committee shall appoint to
the Nominating Committee no less than five nor more than seven primary Eastern
Division members; no more than two shall be from the same state or the District
of Columbia. The Chairman and members of
the Nominating Committee shall be announced at the Spring York Meet Board and
Membership meetings.
B. Duties - The Nominating
Committee:
1. Shall begin its work by May 1 of the year of
the election.
2. Shall require all potential candidates to
submit the Nomination Form granting permission to be nominated, agreeing to
serve if elected, and describing how the member meets the Bylaw qualifications
for the position sought.
3. Shall from the Nomination Forms submitted
select at least one candidate for each position to be elected.
4. Shall by June 15, communicate with all
Division members who have submitted a Nomination Form. The communication shall tell the member
whether he or she will be nominated by the committee. 5. Shall report its slate of candidates to the
Board and to the Membership by July 1 by a posting to the ED Web Site.
6. May do its committee work by any of the
following means: in- person meetings, phone conferences, postal exchange, or
electronic communication.
7. Shall review the Nomination Form of any
member who seeks nomination by the petition process and shall notify the
Division Secretary and the potential candidate of whether or not he or she
meets the Bylaw qualifications for the position sought.
Section 3 Nominating Process
A. Division members who seek nomination by the
Nominating Committee shall submit by June 1 the Nomination Form containing the
following statements to be signed by the potential candidate:
1. Full name, address, phone number, e-mail
address, and TCA membership number.
2. I have a
personal computer and personal e-mail account.
3. I agree
to be nominated.
4. If elected, I shall serve.
5. I have read the eligibility
statements given in the Division Bylaws for the position I seek and certify that I meet those qualifications in
the following manner.
6. In addition to the eligibility
statements given in the bylaws, I have the following qualifications and reasons
for running for this position.
B. The Nominating Committee shall by July 1 post
on the Eastern Division website the names of the members to be nominated by the
committee.
C. If a Division member desires to be nominated
by the petition process:
1. He or she shall by August 1 submit to the
Division Secretary the Nomination Form and a petition signed by at least fifty
Primary Division members in good standing.
Each signer of a petition shall write his or her TCA membership number
and their legibly printed name on a line next to their signature.
2. By August 20, the Division Secretary shall
determine if each petition has been signed by the minimum number of Eastern
Division Members by matching the name with the TCA Membership Number and shall
report the findings to the Nominating Committee. The Committee shall review the
nominating forms of the members who have submitted petitions and shall reject
the candidacy of any member who does not have a valid petition and/or who does
not meet the qualifications for office.
D. By September 15, the Nominating Committee
shall notify members whose names are to appear on the Election Ballot and shall
request these candidates to submit a typed Candidate Statement. The Candidate Statement is optional but shall
not exceed one side of a 5.5 X 8 inch sheet of paper and shall be submitted by
October 1 to be included with the ballot.
The Committee shall simultaneously send notices to the members whose
petitions lacked the minimum number of signatures and/or who do not meet the
qualifications for election.
E. Campaigning by Candidates: No candidate or incumbent shall use the York
Meet Notice to advertise his or her campaign or to encourage members to vote
for a candidate. Access by candidates to
other communication facilities of the Division shall be in accordance with a
policy developed by the Board of Directors.
Section 4. Election
A. Announcement of
Candidates - At the Board and Membership meetings of the Fall York Meet, the
Nominating Committee shall announce the names of the candidates who shall
appear on the Election Ballot. These
names shall also be posted to the ED Web Site.
B.
Ballot - The Secretary, in accordance with procedures established in Board
Policy, shall prepare a ballot with the names of all qualified candidates. The
Election Ballots with the Candidate Statements shall be sent by mail or
electronically on or before November 1 of the election year to all Primary
Members in good standing.
C. Returning Ballots – To be eligible for
counting, a ballot with the members TCA number shall be received no later than
midnight of December 1st of the election year.
Mail ballots shall be sent by individual members to a Board designated
independent agency capable of tabulating the ballots. The member shall print their TCA number on
the ballot. If the ballot is sent
electronically, Board Policy shall describe how that shall be sent and returned
and counted.
D. Procedures for Counting Ballots – The
tabulating company shall use the procedure for recording and counting votes
given in Robert’s Rules of Order Newly Revised.
In the event of a tied vote during the counting, the tabulators shall
make the decision of which candidate has a plurality by the Casting of Lots.
E. Report of Counting - The tabulation agency
shall send the President and Secretary a report on tabulation of the ballots by
December 15. A plurality shall elect
providing that at least five percent (5%) of the total membership has voted as
required by the
F. Notification:
The members who are elected shall be notified by the Division Secretary
no later than fifteen days after the reception of the report on the tabulation
of ballots. The names of the winning candidates shall be posted to the ED Web
Site.
ARTICLE
VII – MEMBERSHIP MEETINGS
Section 1. Business Meeting - Semi-Annual Business Meetings of the membership
shall be held at the Spring and Fall York Meets or as determined by the Board
of Directors. The meeting held in October shall be considered the Annual
Meeting of the Division and will include hearing annual financial and committee
reports and other matters as appropriate.
Section 2. Quorum - The quorum for the Semi-annual Business Meetings shall be fifty
members.
Section 3. Minutes: The minutes of the Membership
Meetings shall be approved by a manner set forth in a policy adopted by the
Board of Directors.
ARTICLE
VIII – CHAPTERS
Section
1 - Groups of TCA members within the Eastern Division may organize as a Chapter
subject to the bylaws and policies of the TCA and the Eastern Division. A Chapter may be dissolved only by action of
the Board of Directors of the TCA.
Section 2 – Eastern Division Board of Directors has the authority to
approve the organization of a new chapter within the Division’s TCA authorized
boundaries.
Section
3 – Each new chapter shall have stated geographical boundaries that have been
approved by the Division’s Board of Directors. Once the chapter has been
authorized and its boundaries established the chapter shall send the Division’s
statement of authorization and the chapter’s bylaws to the TCA National
Headquarters as required by the TCA bylaws and policies.
Section
4 - Each chapter shall comply with TCA and Eastern Division’s bylaws, rules,
regulations and policies.
ARTICLE
IX – FUNDS AND FINANCES
Section 1. Fiscal Year - Fiscal year shall be the calendar year.
Section 2. Dues – Division Dues if any, shall be payable annually in December for the
following fiscal year, in such amount as determined by the Division Board of
Directors.
Section 3. Deposits - All funds of the Division shall be deposited to the credit of the
Eastern Division under such conditions and in such bank as shall be designated
by the Eastern Division Treasurer subject to the approval of the Board of
Directors after the Treasurer determines which bank or financial institution
provides the best benefits, security, and facility for conducting ED banking
business.
Section 4. The Board of Directors shall authorize the Treasurer to employ and
independent
Certified Public Accountant
(CPA) to make a financial review of the Division accounts annually or at any
other time the Board of Directors shall deem necessary. A report of any review shall be submitted to
the Board of Directors for review and action.
Section 5. Budget – The annual budget of estimated income and expenditures shall be
approved by the Board of Directors. No
expense shall be incurred in excess of the total budgetary appropriations
without prior approval of the Board of Directors.
Section 6. Financial Reports – A summary report of the financial operations of
the Division shall be made at the Annual Membership Meeting in such form as the
Board of Directors shall determine.
Section 7. Contributions – Guidelines for accepting contributions, bequests,
and gifts shall be established by the Board of Directors.
Section 8 Approved Signatures – Approval for signatures necessary on
contracts, checks, and orders for payment, receipts or deposits of money, and
access to securities of the Division shall be authorized by the Board of
Directors.
Section 9. Legal Counsel -
Independent legal counsel may be retained by the Board of Directors to:
- ensure compliance with federal, state,
and local requirements;
- handle litigation against the Division;
- and such other matters the Board of Directors
deems necessary.
Section 10. Parliamentarian – A Professional Registered Parliamentarian may be
retained by the Board of Directors.
Section 11. Investments – The Division shall have the right to retain or
divest all, or any part, of any securities or property acquired by it in
whatever manner, and to reinvest any funds held by it, according to the
decision of the Board of Directors providing that any action taken shall not
violate state and federal laws or regulations or endanger its status under the
IRS Code.
Section 12. Property – Title to all property, both real and personal, shall be held in the
name of the Eastern Division.
Article
X - COMMITTEES
Section 1. General - The size, composition, purpose, and work of the committees shall be
described in the Standing Rules. All committees shall submit an annual report
of their activities and accomplishments to the Board of Directors. The Board shall compile and summarize the
committee reports for the Fall Annual Meeting of the Membership.
Section 2. Standing Committees - The Standing Committees of the Division shall be
the following: Membership, Finance, Nominating, Rules and Regulations,
Internet, and such other standing committees as determined to be needed by the
President and the Board of Directors.
Section 3. Special Committees - Special committees shall be those committees
temporary in purpose, reason, or convenience. Special committees shall consist
of chairman and other members appointed by the President. Special committees
shall be vacated when the President who appointed them goes out of office.
Special committees shall report to the President as he may so direct.
Section 4. Electronic Meetings - Standing and special committees are authorized
to meet by telephone conference or through other electronic communications
media in order to conduct their reviews and investigations and to formulate
recommendations. Notes shall be taken of such meetings.
ARTICLE
XI – INITIATIVE AND REFERENDUM
Section 1. Right to Petition - The membership shall have the right by petition
to have a proposition submitted to the entire membership for a vote by mail or
electronic means. Such petition shall give the exact wording of the proposition
and shall contain the signatures of at least 20% of the voting Primary Members
of the Division.
Section 2. Process:
A.
Initiative – Any member or group of members who want to have a
proposition sent for a vote of the membership shall submit a petition with the
valid signatures of at least 20% of the Division’s Primary Members to the Board
of Directors.
B.
Referendum – Upon receiving a valid petition, the Board of Directors
shall review the proposition and make a recommendation regarding its adoption
or defeat with an explanation. The recommendation and explanation shall
accompany the ballot sent to the membership. A referendum shall be considered
approved if two-thirds of the ballots returned are affirmative.
ARTICLE
XII – DISCIPLINARY PROCEDURES
Section 1. Application of Rules and Regulations - The Rules and
Regulations adopted by the Board of Directors shall apply to all members,
functions and meets.
Section 2. Violations - Failure of an individual member or groups of
members to adhere to the Rules, Regulations, and Policies of the Division may
result in disciplinary action for the offending members as determined by the
Board of Directors. Disciplinary action shall include but not be limited to:
A. Censure of the offending
member;
B. Charging the offending member a fine;
C. Suspending Eastern Division Membership
privileges;
D. Expulsion from Eastern Division Membership.
E. A recommendation to the TCA Membership
Committee and Board of Directors regarding the offender’s membership in TCA.
Section 3. Procedures - The procedures on discipline in Robert’s Rules of
Order Newly Revised shall guide the disciplinary action.
ARTICLE
XIII – INDEMNIFICATION
Section 1. A Director of the Division
shall not be personally liable for monetary damages for any action taken unless
the Director has breached or failed to perform the duties of his office under
Chapter 57, Subchapter B of the Pennsylvania Nonprofit Corporation Law as in
effect at the time of the alleged action by such Director and the breach or
failure to perform constitutes self-dealing, willful misconduct or
recklessness. Such limitation on
liability does not apply to the responsibility or liability of a Director
pursuant to any criminal statute or for payment of taxes pursuant to any
Federal, state or local law. Any repeal
or modification of this Article by the Division shall not adversely affect any
right or protection existing at the time of such repeal or modification to
which any Director or former Director may be entitled under this Article. The rights conferred by this Article shall
continue as to any person who has ceased to be a Director of the Division and
shall inure to the benefit of the heirs, executors and administrators of such
person.
Section 2. Any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative, or investigative (other
than an action by or in the right of the Division) by reason of the fact that
he is or was a director, officer, employee, or agent of the Division, shall be
indemnified by the Division against expenses (including attorney’s fees),
judgments, fines, taxes and penalties and interest thereon, and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action or proceeding if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Division and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The
termination of any action or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that a person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Division, and, with respect to any
criminal act or proceeding that such person did have reasonable cause to
believe that his conduct was unlawful.
Section
3. Any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action
or proceeding by or in the right of the Division, to procure judgment in its
favor by reason of the fact that he is or was a director, officer, employee, or
agent of the Division, shall be indemnified by the Division against expenses
(including attorney’s fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or proceeding if he
acted in good faith and in a manner he reasonably believes to be in, or not
opposed to, the best interest of the Division, except that no indemnification
shall be made in respect of any claim, issue or matter, including, but not
limited to, taxes or any interests or penalties thereon, as to which such
person shall have been adjudged to be liable for negligence or misconduct in
the performance of his duty to the Division, unless and only to the extent that
the Court in which such action or proceeding was brought shall determine upon
application that, despite the adjudication of liability but in view of all of
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such Court shall deem proper.
ARTICLE
XIV – DISSOLUTION
Upon the dissolution of the
Eastern Division, the Board of Directors, after paying all obligations, shall
distribute any remaining assets to the Train Collectors Association or, within
its discretion, to any other non-profit tax exempt organization that shall
qualify under Section 501 of the IRS Code
ARTICLE
XV – CORPORATE SEAL
Permission for use of the Eastern
Division seal by other than official entities of the Division shall be obtained
from the Board of Directors.
ARTICLE
XVI – PARLIAMENTARY AUTHORITY
The rules contained in the
current edition of Robert’s Rules of Order Newly Revised (RONR) shall govern
the proceedings of the Eastern Division in all cases to which they are
applicable and in which they are not inconsistent with these bylaws or special
rules of order that the Eastern Division may adopt, and any statutes applicable
to this organization that do not authorize the provisions of these bylaws to
take precedence.
ARTICLE
XVII – AMENDMENTS
Section 1. Regular Procedure - Proposed amendments to the Bylaws shall be
submitted to the Rules and Regulations Committee for review and recommendation.
The Committee shall have the authority to combine, edit, and organize proposals
that address the same topic and that have similar objectives. The Committee
shall submit a draft of the amendment(s) along with its recommendation to the
Board of Directors. The Board shall be
authorized on behalf of the Division membership to review and make any
necessary amendments to the proposed amendment(s). The Rules and Regulations Committee shall
give notice of proposed amendment(s) to these bylaws in the call of one of the
semi-annual Membership Business Meetings and shall post the final draft of the
amendment(s) on the Division web site.
Upon an affirmative majority vote by the Division members at the
business meeting, the final draft of the amendment(s) shall be submitted to the
Primary Division membership, for vote by mail or electronic ballot. If a
majority of the ballots returned are affirmative, the amendments shall be
approved.
Section 2. Revision of Bylaws - The Rules and Regulations Committee shall be
authorized, when needed, to draft a proposed revision of these bylaws. In the
year in which the Bylaw Revision is under consideration, no independent
amendments to the existing bylaws shall be proposed. The Committee shall submit
a draft of the bylaw revision along with its recommendation to the Board of
Directors. The Board shall be authorized
on behalf of the Division membership to review and make any necessary
amendments to the proposed revision. The
Committee shall submit the proposed revision in the call of one of the
semi-annual Membership Business Meetings and shall post the final draft of the
revision on the Division web site. Upon an affirmative majority vote by the
Division members at the business meeting, the proposed revision shall be
submitted to the Primary Division membership for vote by mail or electronic
ballot. If a majority of the ballots returned are affirmative, the revision
shall be approved.