TILLAMOOK
COUNTY PIONEER ASSOCIATION
tcpa1934@gmail.com
www.tillamookcountypioneerassociation.blogspot.com
BYLAWS
INDEX
Article
I Name and Purpose . . . . . . . . . . . . . . . . . . . . . . . . .
. .2
Article
II Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .2-3
Article
III Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . 3-4
Article
IV Executive Board
Members . . . . . . . . . . . . . . . . . . 4-5
Article
V Duties of Executive Board
Members. . . . . . . . . . . 5-8
Article
VI Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . 8
Article
VII Fees and Dues . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .8
Article
VIII Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . 8
Article
IX Robert’s
Rules of Order . . . . . .
. . . . . . . . . . . . . . . . 8
Article
X
Seal
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . 9
Article
XI Amendments to the Bylaws . . . . . . . . . . . . . . . . . . .9
Article
XII Liability
and Indemnification . . . . . . . . . . . . . . . . . 9
TILLAMOOK
COUNTY PIONEER ASSOCIATION
tcpa1934@gmail.com
~ www.tillamookcountypioneerassociation.blogspot.com
Mission
Statement:
“The
Tillamook
County Pioneer Association (TCPA)
is committed to the education and preservation of our
cultural
heritage through continued support of the Tillamook
County Pioneer Museum (TCPM)
and other historical projects.”
Bylaw
Proposed Revisions
Article
I
The
Tillamook County Pioneer Association
(TCPA)
is
made up of members, held together by their commitment to the
education
and preservation of
our cultural heritage.
TCPA
was
established in 1934
to develop and sustain a museum of local historical objects and
artifacts. [By
having representation on the museum board and maintaining our office
and TCPA Office
Support
at the Tillamook
County Pioneer Museum (TCPM),
TCPA shall continue our history of support and long association with
the consent
of the TCPM.]
Article
II
Membership
shall be extended
to
persons 1) Age twenty+ (20+)
who
were born in Tillamook County;
2)
who
lived
in Tillamook County
twenty
(20)
or more years ago;
or, 3)
who
have reached
the age of twenty (20) and have
a family member who lived in Tillamook County prior to 1934.
“Members” for purposes of the right and duties imposed by the
Oregon Nonprofit Corporation Act and as described in these bylaws
include only a member who is an “active member”. An
active
member is
1) a member who has paid his or her annual dues
as established by the Executive Board;
or,
2) a member who is designated as a lifetime member
(reaching
eighty years of age) by
the TCPA.
If joining as an 80+ year old, a one-time annual dues will be
collected.
Membership
may be terminated by the Executive Board
in accordance with procedures set forth in the Oregon Nonprofit
Corporation Act.
Article
III
MEETINGS:
Membership
meetings
of the TCPA
shall be held in February, June and October as established by the
Executive Board.
The
Membership
meeting
in June is designated as the annual meeting. Meetings of the
Executive Board
shall be held as determined by the Executive Board.
SPECIAL
MEETINGS:
Special Membership
meetings may be called at any time by the President, a majority of
the Executive Board,
or by
thirty
(30)
active
members. Active members must submit a signed petition with all active
members listed to the Executive Board
to call a Special
Membership
meeting. Special Executive Board
meetings
may
be called
by
the President or a majority of the members of the Executive Board.
NOTICE
OF SPECIAL MEETINGS:
Notice of Special
Membership
meetings shall be given by the Secretary
(at
least 30 days prior to
the meeting)
by mailing a notice of such meeting, stating the time and place
when
such meeting will be held and containing a statement of the matters
to be considered at such meeting, to all active members. Notice of
Special Executive Board
meetings shall be given by the Secretary to all Executive Board
members at least two days prior to the special Executive Board
meeting.
ANNUAL
MEETING:
The annual meeting shall be held in or near Tillamook City, Oregon,
and the
Membership
meetings
shall be held at such place as shall be determined by the Executive
Board
or by vote of the active members present at a previous meeting.
Officers for the coming year shall be elected at the annual meeting.
QUORUM:
Thirty (30)
active
members present at a Membership
meeting shall constitute a quorum to do business at any meeting of
the members.
A simple majority of the total voting members of
the Executive Board
shall constitute a quorum to do business by the
Executive Board.
VOTING:
The affirmative vote of a majority of the active members present is
the act of the membership. The affirmative vote of a majority of the
Executive Board
present is the act of the Executive Board.
A
member shall be considered
present if they are in person
at the site of the meeting or are connected via conference call,
Zoom, or other electronic form of communication.
There
shall be no voting by proxy at any meeting. Any action required or
permitted to be taken at an Executive Board
meeting may be taken without a meeting if the action is put in
writing and signed by all voting members of the Executive Board.
The
current Office Support is also Historical-Memorial Chair and may vote
on TCPA business after
signing the Conflict of Interest Policy.
ABSENCE
OF PRESIDING OFFICERS:
If, at the time any meeting shall be called to order, and the
President and the Vice Presidents
(South,
North and Central)
are
absent, the Secretary shall call such meeting to order, and in the
absence of the Secretary, any member of the Executive Board
may do so; or, if none of such persons be present, then any active
member may call such meeting to order, and elect an active member as
presiding officer for such meeting.
ORDER
OF BUSINESS: The
order of business at all
Membership
meetings
of the TCPA
shall be as follows:
1.
Call
to order
2.
President
announcement
of a
quorum
3.
Approval
of minutes as they appeared in the last newsletter
4.
Report
of the Treasurer
5.
Report
of Historical-Memorial Chairperson
6.
Report
of Standing and Special Committees
7.
Old
Business
8.
New
Business
9.
Election
of officers at Annual Meeting
10.
Pioneer
of the Year announcement at Annual Meeting
11.
Communications/Illness
Report (health
updates on members)
12.
Announcements
13.
Adjournment
Article
IV
OFFICERS:
The officers of the TCPA
shall consist of a President, South County Area Vice President, North
County Area Vice President, Central County Area Vice President,
Secretary and
Treasurer. For
election purposes, the Vice Presidents shall live in the area which
they represent. The South County area is comprised of the southern
border of Tillamook County and extends to Yellow Fir Road. The
Central County area is from the Yellow Fir Road northern boundary to
the southern city limits of Bay City; the North County area is from
the southern city limits of Bay City to the northern boundary of
Tillamook County.
ELECTION
AND TERM OF OFFICE:
A nominating committee shall be appointed by the President at the
February Membership
meeting
each year and shall consist of three active members. The nominating
committee shall report at the June
Membership
meeting
of its nominations for each of the officers, including
the
Historical-Memorial Chair,
Pioneer
Fair Building Chair
and Members at Large.
Nominations will be accepted from the floor at the June Membership
meeting.
Following nominations from the floor, if any, the nominations shall
be closed and the vote taken of active members which shall be by show
of hands or ballot. A majority of all active members’ votes cast
for each office or by slate of officers
is
necessary for election. The term of office for each officer is one
year. There shall be no limitation on the number of terms each
officer may serve. The term of each office shall start July
1st
following election.
RESIGNATION
AND REMOVAL OF EXECUTIVE BOARD
MEMBERS: Members
of the Executive Board
may resign at any time by giving written notice to the Executive
Board.
Executive Board
members may be removed, with or without cause, at a meeting called
for that purpose in accordance with Article III, Special Meetings, by
a majority vote of the active members present at such meeting.
EXECUTIVE
BOARD:
The Executive Board shall consist of no less than nine (9) and no
more than fifteen (15) members. The President, the three Vice
Presidents, the Secretary, the Treasurer, the Historical-Memorial
Chair, the Pioneer Fair Building Chair and Members at Large (not to
exceed three members), shall constitute the Executive Board. The
Director of the Tillamook County Pioneer Museum and the Office
Support of the Association are non-voting members of the Executive
Board.
Article
V
PRESIDENT:
The
President shall preside at all meetings of the TCPA
and of the Executive Board,
except when herein otherwise provided. The President shall sign as
President on all contracts of the TCPA
and of the Executive Board,
and such other instruments as are usually signed by the President.
The President shall, at all times as
the
President
deems
necessary, call special meetings of the TCPA.
The President, subject to the advice and direction of the Executive
Board,
shall have general management and supervision of the business and
affairs of the TCPA
and shall
perform such other duties as are generally performed by Presidents
of associations. A
job
description is
found
in the Policy and Procedure Handbook.
VICE
PRESIDENTS:
In the absence of the President, the South County Area Vice
President, the North County Area Vice President, or the Central
County Area Vice President, in that order, shall perform the duties
of the President. In addition, the Central Area Vice President shall
be responsible for the June meeting in the Tillamook area, the North
County Vice President shall be responsible for the October meeting in
the north end of the county, and the South County Vice President
shall be responsible for the February meeting in the south end of the
county. A
job
description is
found
in the Policy and Procedure Handbook.
SECRETARY:
The Secretary shall prepare agendas, keep a proper record of the
proceedings of all meetings of the TCPA
and of the Executive Board.
The secretary
will
see that membership rolls are at the TCPA meetings and assist the
Office Support
in securing volunteers to collect dues and enroll new members.
The
secretary shall ensure that TCPA maintains a current formal record of
the names, contact information and status of Voting members and
Non-Voting members. The secretary shall ensure that TCPA maintains a
current formal record of names, contact information and status of
Executive Board
members. The contact information of Voting members and Executive
Board
members must be in the form where members elect to receive notices
and other messages. The secretary will assist the Office Support
wherever
needed. A
job
description is
found
in the Policy and Procedure Handbook.
TREASURER:
The Treasurer shall be custodian of all of the financial records of
the TCPA.
The
Treasurer:
1)
shall
be the custodian of all of the moneys and securities of the TCPA;
2)
shall
be responsible for depositing all funds into proper repository and
pay all bills; and 3) shall
keep a proper record of all moneys received and disbursed by
the
Treasurer, showing the dates such moneys were received and disbursed
and the purposes for which the same were received and disbursed.
The
Treasurer
shall
make reports at all Membership
meetings of the TCPA
containing detailed statements of all business and transactions
between meetings; and, at the Annual
Meeting
the Treasurer
shall
make a report showing the financial condition of the TCPA,
and a summary of the business and transactions during the past year.
The Treasurer shall prepare and file all reports required of
501(c)(3) corporations. Upon request of the Executive Board,
the Treasurer
shall
furnish such information from the Treasurer
records
or within the Treasurer’s
knowledge
as the committee may require. The Treasurer
shall
prepare a financial statement at the end of each fiscal year,
which
is June
30.
All checks drawn by the Treasurer shall be co-signed by any two of
the officers of the Executive Board and/or the Office Support
or
other Executive Board members as duly appointed by that Board. A
job
description is
found
in the Policy and Procedure Handbook.
HISTORICAL-MEMORIAL
CHAIR:
The
Historical-Memorial
Chair
shall
collect donations
for
the purpose of paying to the TCPM
memorial
money for deceased Pioneers,
keep a record of deceased persons for an annual report at a
Membership
meeting, and report on
all
activities at Executive Board
meetings and at Membership
meetings.
A
job
description is
found
in the Policy and Procedure Handbook.
PIONEER
FAIR
BUILDING
CHAIR(S):
The Pioneer Fair Building
Chair(s)
shall perform all duties connected with preparing the building
for
the four days of the Tillamook County Fair
including
all maintenance, upkeep and cleaning after the fair. Also
representing the TCPA at all meetings in regards to the Pioneer Fair
Building on the Fairground property in accordance with the lease
agreement with Tillamook County. A
job
description is
found in the Policy and Procedure Handbook.
MEMBERS
AT LARGE:
Members at Large shall attend all Executive Board
meetings
and Membership
meetings.
They are to be supportive of TCPA activities. A
job
description is
found
in the Policy and Procedure Handbook.
OFFICE
SUPPORT:
The
TCPA
shall contract
with
Office Support
who shall maintain all membership records, be responsible for
publishing the newsletter three times per year, handle necessary
correspondence, maintain supplies, make necessary reports to the
Executive Board and the TCPA
members,
assure
the membership roll, guest book, donation basket and door prizes are
at Membership
Meetings
and
other duties as assigned. The Office Support
payment
shall be set by the Executive Board.
A
job
description is
found
in the Policy and Procedure Handbook.
EXECUTIVE
BOARD:
The Executive Board
shall consist of those persons as set forth in Article IV. The
Executive Board
shall be considered the Board of Directors of the
TCPA,
which is a corporation, and shall have all powers and duties granted
by the Oregon Nonprofit Corporation Act. The Executive Board
shall have general charge, management and
supervision of all of the property of the
TCPA,
shall manage and control its business and fill all vacancies in
office by appointment, which appointees shall hold office until the
next annual meeting. The Executive Board
shall adopt and follow a conflict of interest policy that complies
with federal and state laws.
SALARIES:
No salaries shall be paid to any officer of the TCPA.
The Executive Board
may allow the payment of expenses incurred by officers in the
performance of their duties.
Article
VI
No
capital stock shall be issued by the TCPA.
Article
VII
New
applicants
for membership shall complete an application and pay annual dues as
established by the Executive Board
to be considered active members. Annual dues are for the fiscal year
July 1st
to
June 30th.
Article
VIII
Bills
of claims against the TCPA
shall not be paid until such bill of claim has been audited and the
payment thereof directed by the Executive Board.
Article
IX
Roberts
Rules of Order shall govern in the conduct of all meetings held by
TCPA and its Executive Board.
Article
X
The
seal of the Corporation shall contain the words “Tillamook County
Pioneer Association” which
shall
be kept in possession of the Office Support
who
shall affix such seal to all instruments requiring the same.
Article
XI
At
any annual or other Membership
meeting
of the TCPA,
amendments may be made to these Bylaws upon a vote of two-thirds of
the active members present at such meeting, provided that proposals
for amendments thereof shall be in writing and filed with the
Secretary not less than 30 days prior to the date of such meeting;
provided further, that such proposal shall contain a copy of the
existing Bylaws,
and the same as proposed to be amended. Amendments to Bylaws may also
be made at any special meeting under like proceedings and vote as at
Membership
meetings, provided that the Secretary shall mail such existing Bylaws
and as proposed to be amended to all active members at their last
known mailing address.
Article
XII
The
personal liability of each member of the Executive Board,
each officer and each member of the
TCPA
for monetary or other damages, for conduct as an Executive Board
member, officer or member shall be eliminated to the fullest extent
permitted by current or future law.
The
TCPA
shall indemnify to the fullest extent not prohibited by law any
person who is made or threatened to be made a party to an action,
suit, or other proceeding, by reason of the fact that the person is
or was an Executive Board
member or officer of the TCPA.
Adopted
at a regular meeting of members held June 5, 1994
Adopted
at a regular meeting of members held February 15, 2006
To
be adopted
at a Membership
meeting of members held June
8,
2025
