OFFICIAL BY-LAWS
SOUTHERN DIVISION, T.C.A.
ARTICLE I - NAME, AUTHORITY AND JURISDICTION
Section 1. This organization shall be known as "Southern Division" and
shall be governed by the Articles of Incorporation and the By-laws of this
organization.
Section 2. Southern Division shall
exercise jurisdiction within the boundaries assigned to it by the TCA in all matters not
expressly prohibited by the TCA By-laws. The boundaries which have been assigned
to Southern Division by the TCA are those within
the state of
Section 3. In accordance with TCA By-laws, the Southern Division has the authority
to define and establish Chapters to most effectively serve members within the
Division's assigned boundaries. The Division reserves the right to revise and
change its’ Chapters boundaries if deemed necessary or desirable. The Chapters
shall establish such rules and regulations for the conduct of their meets
provided they are consistent with those of the Division and the TCA.
Section 4. Parliamentary law as set forth in Robert's "Rules of Order"
(latest available edition) shall govern all official meetings of the Division.
ARTICLE II - MEMBERSHIP
Section 1. Categories of Southern Division membership:
A. Regular - Any TCA
member in good standing may become a Regular member. Regular members must pay annual Division dues
and may vote in the annual Division election.
Only Regular members with a residential address within the Southern
Division boundaries as defined in ARTICLE I, Section 2, may hold a Division
Office. The address used to determine
residency will be the address the member has reported to the TCA National
Business Office.
B.
Honorary - Honorary membership may be conferred on any division member or non-member by unanimous
approval of the Board of Directors.
Honorary membership shall carry all the privileges of regular
membership, except that annual dues shall not be required.
Section 2. Membership in Southern Division is open to all applicants for TCA
membership providing they complete all requirements of ARTICLE III below.
Section 3. TCA members from other areas who take up residence within the Southern
Division shall not be subject to the provisions of ARTICLE
III below except that they must complete a “Personal Information Sheet” and pay
annual Southern Division dues.
Section 4. TCA members residing within Southern Division who previously rejected
Division affiliation will be allowed to join Southern Division provided they
have already complied with all of ARTICLE III below.
Section 5. Any member whose TCA membership has been suspended or terminated is
automatically and simultaneously dropped from Southern Division membership.
Suspended members may apply for Division reinstatement upon expiration of the
TCA suspension period. The Membership Committee shall process such
applications. Members terminated for non-payment of TCA dues may apply for
Division reinstatement upon reinstatement of TCA membership. The Division
Secretary shall process such application.
Section 6. TCA members whose previous Southern Division membership had been
terminated for reason of unpaid annual dues may apply for reinstatement
according to the procedures described in ARTICLE V, Section 3 of these By-laws.
ARTICLE III - PROCESSING OF APPLICANTS
Section 1. A bonafide applicant or one of his/her sponsors shall obtain application
forms for membership from the Division Secretary. Application forms consist of
a TCA "Application for Membership" and a Southern Division
"Personal Information Sheet".
Section 2. Two or more regular members must recommend applicants for TCA
membership. It is the responsibility of the recommenders to know the applicant
well enough to be able to verify the integrity, character and honesty of the
applicant. Recommenders' signatures on the TCA application affirm to all other
members the good character of the applicant.
Section 3. The Division Secretary shall process applications. The Division shall
not process applicants for TCA residing outside the Division area. Processing
of applications shall not commence until the applicant has submitted to the
Secretary the following:
A. A properly completed TCA "Application for Membership"
and all fees required by the TCA.
B. If
applicable, a properly completed Southern Division "Personal Information
Sheet" and the first year's Southern Division dues. Division dues paid by applicants after
August 1st shall be regarded as payment
for the following year.
C. National
applicants are encouraged, but not required, to join Southern Division.
Section 4. After submitting the required forms and fees, applicants for Southern
Division membership should be present at the next regularly scheduled official
business meeting of the Division. Attendance at a meeting is requested in order
to introduce the applicant to the membership.
The Southern Division Secretary will announce the applicant’s name,
location of residence and hobby interest.
ARTICLE IV - MEETINGS
Section 1. The Southern Division shall sponsor and conduct at least four official
Division meets per year. At a minimum, each meet will consist of a trading
session and an official business meeting. Written notice of each meet shall be
mailed to all Division members in good standing at least three (3) weeks prior
to said meeting.
Section 2. Registration fees shall be
assessed to attend meets. The registration fee should be set at the minimum
amount required to recover all meet expenses not otherwise provided for. A fee
for those members that wish a table space may also be required.
Section 3. Members attending meets shall abide by TCA rules and regulations
regarding conduct at meets (reference: TCA By-laws). In addition:
A. Members
are responsible for the conduct of the applicants or guests that they sponsor.
B. Although
there is no age limit for persons attending meets, parents shall be responsible
for the conduct of their children at all times.
C. Any
individual whose personal conduct is such as to disrupt the meet shall be
removed from the area and will not be permitted to return.
Section 4. Members offering items for
sale must abide by the TCA rules and regulations
regarding transactions between members and abide by TCA Description Standards (reference: TCA By-Laws) and
these standards shall be strictly enforced at Division meets. In addition:
A. Only
train related items may be offered for sale.
Section 5. Guests and applicants may buy, sell or trade at a meet, including
participating in auctions, raffles, or similar activities.
Section 6. An official business meeting shall be conducted at each quarterly
Division meet. The purpose of the meeting is to present regular quarterly
reports from officers and committee chairpersons, present proposals to the
membership, discuss and act upon any significant matters which are brought to
the attention of the membership, introduce applicants for membership, and
disseminate any special announcements from TCA.
Section 7. Other activities such as
auctions, programs of special events such as train races, repair clinics, etc.,
may take place at meets. In addition, the Annual Banquet and Awards Ceremony
shall be scheduled at a meet.
Section 8. Meet locations
shall be determined by availability of reasonably priced facilities with
sufficient meeting room space. The President
or his designee shall be responsible for scheduling all meets. Meet
schedules shall be prepared yearly by the 4th Quarter Board of
Directors meeting for the following calendar year. Any member wishing to host a
meet shall submit a written summary and proposed budget for approval by a
majority vote of the Board of Directors. The Board of Directors shall evaluate
each such request for adherence to Southern Division By-Laws. Approval of the
meet proposal shall constitute authorization to host the meet as outlined in
the approved proposal and to expend funds within the approved budget. (Rev.
2/8/04)
ARTICLE V - FINANCIAL MATTERS
Section 1. The Southern Division fiscal year shall be the calendar year.
Section 2. The Board of Directors shall set annual Division dues for Regular
members annually. Such fees are independent from TCA dues and are due and
payable on or after August 1st for the coming fiscal year. Members who fail to
pay such dues by November 30th of the current year shall be considered not in
good standing and shall be automatically dropped from the roster on January
1st.
Section 3. Any individual whose membership in Southern Division was terminated by
reason of unpaid Division dues may be reinstated following payment of such
delinquent dues, payment of a late fee, and by application to the Division
Treasurer. The Board of Directors shall set the amount of the late fee
annually.
Section 4. Each scheduled meet should be
self-supporting. All expenses incurred at meets shall be paid from income
derived from the meets registration fees,
attendance fee, table fees, proceeds from auctions, etc. Meet expenses
shall be limited to expenses approved as part of the meet proposal budget.
Additional expenses can be incurred only with approval by the Division
President within By-Law limits or by a majority vote of the Board of Directors.
Meet hosts shall surrender all funds and expense vouchers to the Treasurer. Any
monetary balance remaining after payment of meet expenses shall be deposited in
the regular bank or checking account of the Division. (Rev. 2/8/04)
Section 5. The Division Treasurer shall furnish a detailed annual financial report
to the Board of Directors no later than January 15th of the new fiscal year.
This annual report shall reflect the total bank balance at the end of the prior
fiscal year, income during the year, expenditures during the year, and the
total bank balance of new fiscal year beginning. The annual report shall
supplement the usual oral report rendered at scheduled quarterly meets.
Section 6. Each Division Officer and all committee chairpersons shall submit budget estimates and administrative expenses for the new fiscal year to
the President and Board of Directors
for evaluation prior to the third quarter meet. The President shall submit the
recommended budget report for membership approval no later than the fourth
quarter meet.
Section 7. The Division
President can approve expenditures without a majority vote of the Board of
Directors with the following limits: Single expense $ 250.00, Total approval
for the calendar year $1,000.00. All other expenditures must be pre-approved by
a majority vote of the Board of Directors. Any officer incurring expenses above these limits without Board of
Directors approval shall be personally responsible for the expenditure.
Receipts for the expense incurred shall document all expenditures. No
reimbursements will be honored without receipts. (Rev. 2/8/04)
ARTICLE VI - DIVISION OFFICERS
Section 1. Southern Division shall
have the following elected officials:
President, Vice-President, Secretary, Treasurer, and Communications
Officer. Term of office shall be two
years commencing during the first regular business meeting of the new fiscal
year. In addition:
A. The member holding the
office of President may not run for a third (3rd) term in that
office.
B. No member shall hold more
than one office concurrently.
Section 2. Duties of Officers:
A. President shall be Chief
Executive Officer and shall preside at all Division meetings except as
otherwise stated and shall have the power, duties, and responsibilities usually
vested in the office of President of a non-profit organization. He/she shall
have general superintendence over all other elected or appointed officers,
shall appoint and be a member ex-officio of all committees except as may be
provided otherwise. The President shall
also prepare the agenda for the Board of Directors meeting. The President may also assume responsibility
for obtaining TCA insurance coverage for each Division meet during his/her term
of office and for planning and scheduling the Division meets for the year
following his/her term of office.
B. Vice-President shall be vested
with all the powers and perform all the duties of the President during his/her
absence, death, incapacity, or as directed by the Board of Directors. He/she
shall serve as Chairperson of the Membership Committee. The Vice-President is
also responsible for obtaining TCA insurance coverage for each Division meet
during his term of office and for planning and scheduling the Division meets for
the year following his term of office.
C. Secretary shall attend and be
responsible for keeping of minutes of all meetings, shall send notices of
membership meetings, and see to the promulgation of minutes of such meetings to
all members. Publication in the Division Newsletter shall constitute adequate
notice and dissemination of minutes. The Secretary shall also be responsible
for processing applications for membership, maintaining correspondence, and the
President or Board of Directors may direct such other files as from time to
time.
D. Treasurer shall be responsible
for all financial functions including keeping financial records, receiving all
financial income, paying all expenses, mailing
annual dues notices and delinquent dues notices, and issuing financial reports as
required by these By-laws or prescribed by the President or Board of Directors.
E.
Communications Officer shall be responsible for
managing all aspects of the Southern Division’s communications, both internal
and external. The Communications Officer would support the activities of and
assist with the Southern Division website, www.tcasoutherndivision.org, and the
division newsletter, “The Layout”. The
Communications Officer would also be responsible for developing and maintaining
close contact between Southern Division and model railroading industry
manufacturers and organizations as well as industry publications, as determined
and directed by the Southern Division Board of Directors.
Section 3. Should any officer, other than the President, not be able to complete
his/her term in office for any reason, his/her replacement shall be chosen by
the Board of Directors to serve until the next scheduled election.
ARTICLE VII - BOARD OF DIRECTORS
Section 1. The Southern Division Board of Directors shall have full power to
oversee the business and affairs of this Division except as otherwise provided
for in these By-laws. The Board of Directors shall provide competent
administrative guidance to protect the interests and welfare of the membership;
consider merits of new proposals; concur in recommendations to be offered for
membership approval; establish agenda for quarterly business meetings and act
as trustees to safeguard funds and property of the Division.
Section 2. The Board of Directors shall consist of the following:
A. Southern Division President
B. Southern Division
Vice-President
C. Southern Division Secretary
D. Southern Division Treasurer
E. Southern Division
Communications Officer
F. The immediate two (2) past
Southern division Presidents
G. Any Honorary Directors –
Any Past Division President, who, by reason of distinguished service and proven
ability, may be nominated and elected by the Board of directors as Honorary
Director with full voting privileges. Tenure of an Honorary Director will be as
directed by Board membership.
H. The President of any activated Chapter
Section 3. No one individual shall occupy more than one position on the Board.
Should this situation occur, one of the two positions shall be declared vacant
and the vacancy shall be filled by a temporary substitute Board member who
shall be named by the President and approved by the other Board members.
Section 4. The Board of Directors shall meet in regular session prior to the Division
quarterly business meeting.
A. A
quorum to conduct business shall consist of not less than (4) members present
at Board Meetings.
B. The
Division Legal Counsel may attend the Board meeting in the status of ex officio
member.
C. The
President may authorize attendance of specific Division members at Board
meetings for the purpose of providing information, etc. Such persons are
prohibited from participating in Board deliberations and shall not vote on any
action.
Section 5. The President shall prepare
the agenda for the Board meeting and
distribute copies to the Board
members prior to the meeting. The President shall report any matter, which has come to his
attention and shall explain executive proposals. The Secretary shall report the
status of old and new Division business.
Section 6. Decisions shall be reached by voice vote. Abstention shall be recorded.
The President shall not vote except in cases of deadlock. The Legal Counsel,
guests or committee members shall not vote. Any matter may be tabled for future
discussion by majority vote. Committee recommendations shall not become
effective until approved by a majority of the membership at a regularly
scheduled quarterly Division business meeting.
ARTICLE VIII - APPOINTMENTS AND EMPLOYMENTS
Section 1. The Division President shall make such appointments as deemed essential
to properly conduct the business of the Division. Such appointments shall
include, but not be limited to: the Membership Committee; the Nominating
Committee; the Standards
Committee; the Editor of the
Official Publication; and Legal Counsel, who must be a licensed attorney,
authorized to practice law within the Southern Division.
Section 2. The Board of Directors shall have the authority to employ individuals,
as may be required, to carry out the purpose and intent of these By-laws. Such
employment may be with or without remuneration. However, any employee for
remuneration may be hired only after a proper budget allocation has been
approved by the membership as provided in ARTICLE V, Section 6.
ARTICLE IX - NOMINATING COMMITTEE
Section 1. The Nominating Committee shall locate, select and recommend eligible
candidates for Division office and shall hold and supervise the annual Division
election. The President shall designate the Chairperson and the President and
the Chairperson shall select the remainder of the committee. This committee
shall be appointed before or immediately after the first quarter meeting. This committee will be responsible for ballot
counting as prescribed in the TCA By-Laws Article VII.
Section 2. It is desirable, but not mandatory, to select at least two qualified
nominees for each Division office.
Section 3. Each selected nominee must meet the following qualification criteria:
A. Shall not
be a member of the Nominating Committee.
B. Shall
be at least eighteen (18) years old and have been a member in good standing in
the Southern Division for at least one year prior to nomination.
C. Must
irrevocably consent to assume office and continue to serve if elected and
affirm that he/she will abide by and adhere to all provisions of TCA and
Southern Division By-laws.
D. Shall
indicate intent to attend all regularly scheduled meetings, including Board of
Director sessions, unless prohibited by personal illness or serious domestic
problems.
E. Shall
affirm he/she will conscientiously and impartially perform the duties of
his/her office during and between regular meetings with sincere intent to promote Division progress and to
protect the interests and welfare of every individual member.
ARTICLE X - STANDARDS COMMITTEE
Section 1. The purpose of the Standards Committee is to enforce the TCA regulations
relating to restored or reproduction items. In the event of a controversy as to
the originality of an item at a meet, the Standards Committee member in
attendance shall inspect the controversial item and resolve the controversy
immediately. If the item is determined to be restored or a reproduction, the
seller shall identify it accordingly and the Standards Committee member shall
document and report the occurrence to the Division President for permanent
record.
Section 2. Members of this committee must be knowledgeable of toy trains, have the
ability to detect any discrepancies and be tactful. Representatives are
required for each meeting held by the Division. The members of this committee
shall have perpetual tenure.
ARTICLE XI - MEMBERSHIP COMMITTEE
Section 1. The purpose of the Membership Committee is to investigate and resolve
grievances between members and protest against applicants for membership.
Section 2. The Division Vice-President shall serve as chairman of the committee
that will consist of four (4) other members.
Section 3. Any Division member who believes that he has just grievance may write
to the Division President stating specific charges, dates and full particulars.
Based upon preliminary review, the President shall decide whether to reject the
grievance or turn the case over to the Membership Committee for further investigation.
Section 4. The Membership Committee shall investigate the matter as thoroughly and
as quickly as possible and present a recommendation to the President for action
to be taken.
ARTICLE XII - AWARDS COMMITTEE
Section 1. The purpose of the Awards Committee
will be to define the various annual Division awards, establish criteria for
each award, select deserving honorees for each award, and present the awards at
the Annual Division Awards ceremony.
Section 2. The President shall appoint
the Chairperson of the Awards Committee. Additional members shall be appointed
as required.
ARTICLE XIII - PUBLICATIONS
Section 1. The Division shall have an official publication that shall be used to
distribute meet notices, publish minutes of Division meetings, financial
reports, and annual election material as well as features and articles of
interest to members.
Section 2. The name of the official
publication shall be "The Layout" and the frequency of publication
shall be quarterly.
Section 3. The President shall appoint an Editor and any other required staff for
the official publication for a term of one year. The Editor and staff may be
reappointed from year to year.
ARTICLE XIV - CHAPTERS
Section 1. Chapters may be activated by positive vote of the membership following
such recommendation by the Board of Directors.
A. Chapters
will ordinarily be considered for activation only upon receipt of the Division
Secretary of a petition signed by at least 25% of the members in good standing
in the proposed new Chapter area. Such petition shall include an affirmative
statement to the effect that the petitioners have read and understand the
Southern Division By-laws, and if accepted as a Chapter, are willing to comply
with and enforce these By-laws.
B. Members
may vote on activation of a new Chapter upon the recommendation of the Board of
Directors at any regularly scheduled Division business meeting. A two-thirds
majority of voting members present shall be required for activation.
C. The
Division Secretary shall advise the TCA National Business Office of any new
Chapters activated.
Section 2. Chapters activated by the Southern Division may hold regularly
scheduled meetings, elect officers, collect dues, enact local rules and perform
those functions necessary to conduct their business within the guidelines set
forth in these By-laws.
Section 3. Chapters shall submit true copies of the minutes of their business
meetings to the Division Secretary within fifteen days following such
meeting. Financial reports shall be
submitted as directed by ARTICLE V, Section 5, of these By-laws. Announcements
and other particulars of Chapter activities will be provided the Division
Secretary for record purposes and the Division Editor for publication in the
Division Newsletter.
ARTICLE XV - SUSPENSION OR DISMISSAL OF MEMBERS FOR
CAUSE
Article XV (Suspension or Dismissal of
Members For Cause,
Section
1 Any member knowingly or
willfully violating the provisions of these By-laws shall be referred to the
TCA National Membership Committee to make a judicial decision. Only the TCA National Board can authorize the
dismissal of a member from the TCA or a Division (The member is protected under
PA.C.S.A. # 5766. “No member shall be expelled from any nonprofit
corporation without notice, trial & conviction. The form of which shall be prescribed by the
By-laws.”)
Section 2. Any member of the Board of Directors of this Division or its Chapters
who fails or neglects to properly perform the duties of the office or acts in
an improper manner may be removed from office by action of the Board of
Directors.
Section 3. Any Division Committee Member who fails to carry out his mission as
prescribed by the President shall be relieved of his assignment by the
President who shall immediately appoint a successor.
Section 4. All actions provided for in this Article are final and no appeal will be considered.
ARTICLE XVI - ADOPTION AND AMENDMENT OF BY-LAWS
Section 1. Division By-laws shall be
amended, revised or expanded only by means of Referendum submitted to the total
regular Division membership.
Section 2. Language constituting
the amended, revised, or expanded By-law(s) shall be submitted to the entire
membership in writing through the division publication, “The Layout”. The entire division membership must have the
opportunity to vote on the proposed amendment, revision or expansion of the
By-law(s) via a mailed ballot. The
ballots must be mailed to an independent company
or individual, with no ties to Southern Division, for tabulation. The results will be mailed to all members of
the board of directors and will become effective immediately.
Section 3. Changes in Division policy can be made only in matters not covered by
these By-laws at scheduled meets following approval by the membership present.
Such policy shall be regarded as tentative and as a temporary interim action
that may prevail only to the date of the next official vote at which time
subject policy shall be submitted by Referendum as a proposed By-law change to
be accepted or rejected as described in Section 2 above.
Adopted 11/ 17/90
Revised 8/ 2/92
Revised 11/20/99
Revised 2/8/04
Revised 11/01/06
Revised 10/01/07