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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8-9
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.
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
EXECUTIVE
BOARD:
OFFICERS:
The officers of theTCPA
shall consist of a President, South County Area Vice President, North
County Area Vice President, Central County Area Vice President,
Secretary, Treasurer,
two Members at Large and one Past President.
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.
APPOINTED BOARD CHAIRS: These Board Chairs are appointed by the President and shall consist of one Historical-Memorial Chair and one Pioneer Fair Building Chair. These are Voting Members.
OTHER EXECUTIVE BOARD MEMBERS: Two Non-Voting Members are the Director of the TCPM and TCPA Office Support. The Museum Director shall be an Ex-Officio member of the TCPA Executive Board and shall report to TCPA through the Bylines newsletter and meetings.
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 and Chair(s) of the Pioneer Fair Building. 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.
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
No comments:
Post a Comment