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 Florida, with the western boundary being the Apalachicola River. The Apalachicola River is the eastern boundary of the Cotton Belt Division and western boundary of the Southern Division (as determined by the TCA Boundary Committee).
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 bona fide applicant or one of his/her sponsors shall obtain application forms for membership from the Division Secretary or from the Southern Division Website. 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 only train related items may be offered for sale.
Section 5. 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/her 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/her term of office and for planning and scheduling the Division meets for the year following his/her 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/her 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 TCA 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/her mission as prescribed by the President shall be relieved of his/her 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.
ARTICLE XVII – DISSOLUTION
Upon dissolution of the Southern Division of the Train Collectors Association, the Board of Directors of the Southern Division shall, after paying or making provisions for the payment of all of the liabilities of the Southern Division, distribute all residual assets of the Southern Division to the National Train Collectors Association, 300 Paradise Lane, Strasburg, PA, 17579. The assets shall include all financial assets, including all monies in bank accounts, certificates of deposit, and any other financial instruments owned by the Southern Division, and any assets owned by the Southern Division, such as real property and physical assets, such as layouts, displays, train-related items and office equipment. Any assets not so disposed of shall be disposed of by a court of competent jurisdiction exclusively for charitable purposes, or to such organization or organizations organized and operated exclusively for such charitable or educational purposes, as that court shall determine.
Adopted 11/ 17/90
Revised 8/ 2/92
Revised 11/20/99
Revised 2/8/04
Revised 11/01/06
Revised 10/01/07
Revised 12/20/2010