These proposed revisions of our Bylaws will be voted on February 9, 2025:
Bylaw
Proposed Revisions October 2024
Black
print = Amended and Restated Bylaws February 15, 2006 #6
Red
print = 2024 Proposed Revisions
Article I
The
Tillamook County Pioneer Association
(TCPA)
is
made up of Pioneers
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.,
The
Association
[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.]
TCPA
members
continues
to
maintain this
a
strong and enduring relationship
with the consent
of the Tillamook
County Pioneer Museum (TCPM).
The
Tillamook County Pioneer Association shall continue our long
association with the Tillamook County Pioneer Museum
and
continue our history of support and cooperation by having
representation on the museum board, and maintaining our office and
office manager in
the
museum.
[By
having representation on the museum board and maintaining our office
and TCPA Office
Support
at the TCPM, TCPA shall continue our history of support and long
association with the consent
of the TCPM.]
move to above paragraph
[The
Museum Director shall be an Ex-Officio member of the Association
TCPA
Executive
Committee Board
and
shall report to the Association
TCPA
through
the Bylines
newsletter
and Association
meetings.]
move to Article IV
Article II
Membership
shall be limited
extended
to
those
persons
1)
Age twenty+ (20+)
who
were born in Tillamook County;
or
2)
who
lived
in Tillamook County forty
twenty
(20)
or
more years ago;
3)
lived in Tillamook County a short period of time twenty (20) or more
years ago;
or, 3)
4)
who
have reached
the age of twenty (20) and have
a family member who lived in Tillamook County prior to 1934.
ago
prior to the time of their application for membership.
They
do not have to have resided here for forty years. The spouse of a
qualified member, upon making an application for membership, and
paying the dues prescribed, may become a member.
“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”. And
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 Association
TCPA.
If
joining as an 80+ year old, a one-time annual dues will be collected.
No
m
Membership
may be terminated by the Executive Committee
Board
unless
the member is first given notice and/or
an opportunity to be heard by the Executive Committee
Board
in accordance with procedures set forth in the Oregon Nonprofit
Corporation Act.
Article
III
MEETINGS:
Regular
Membership
meetings
of the Association
TCPA
shall be held in February, June and October as established by the
Executive Committee
Board.
and
be held as consistently as possible on the same approved dates and
times.
The
regular
The
Membership
meeting
in June is designated as the annual meeting. Regular
Meetings
of the Executive Committee
Board
shall be held as determined by the Executive Committee
Board.
SPECIAL
MEMBERSHIP
MEETINGS:
Special Membership
meetings may be called at any time by the President, a majority of
the Executive Committee
Board,
or by
fifty
thirty
(50)
(30)
active
members. Active members must submit a signed petition with all active
members listed to the Executive Committee
Board
to call a Special
Membership
meeting.
Special
meetings of the Executive Committee
Board
may be called
by
the President or a majority of the members of the Executive Committee
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
the place of meeting
and
containing a statement of the matters to be considered at such
meeting, to all active members.
Notice of Special Executive
Committee
Board
meetings shall be given by the Secretary to all Executive Committee
Board
members at least two days prior to the special Executive Committee
Board
meeting.
ANNUAL
MEETING:
The annual meeting shall be held in or near Tillamook City, Oregon,
and the regular
Membership
meetings
shall be held at such place as shall be determined by the Executive
Committee
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:
Fifty
(50)
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 Committee
Board
shall constitute a quorum to do business by such
the
Executive
Committee
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 Committee
Board
present is the act of the Executive Committee
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 Committee
Board
meeting may be taken without a meeting if the action is put in
writing and signed by all voting members of the Executive Committee
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 Committee
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 regular
membership
meetings
of the Association
TCPA
shall be as follows:
1.
Call
to order
2.
President
announcement
of a
Determining
quorum
3.
Approval
of minutes as they appeared in the last newsletter
4.
Report
of the secretary
(omit)
6.
Report
of Executive Committee
(omit)
person
8.
Report
of Standing and Special Committees
9.
Old
Unfinished
Business
10.
New
Business
11.
Election
of officers at Annual Meeting
12.
Pioneer
of the Year announcement at Annual Meeting
13.
Communications/Illness
Report (health
updates on members)
14.
Announcements
15.
Adjournment
Article
IV
ELECTED
OFFICERS:
The officers of the Association
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.
APPOINTED BOARD CHAIRS: The Appointed Board Chairs shall consist of one Historical-Memorial Chair and one Pioneer Fair Building Chair. These are Voting Members.
OTHER
EXECUTIVE BOARD
MEMBERS: Other Voting
Executive
Board
members may
consist
of two Members at Large who must have been an active member for at
least one year prior to nomination and
one Past President.
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 Association
TCPA Executive Committee
Board
and
shall report to the
Association
TCPA through the Bylines newsletter and Association
meetings.]
move and placed here from Article I
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 Chairperson
and
Chairperson(s)
of the Pioneer Fair Booth
Building,.
and
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 immediately
July
1st
following
election.
RESIGNATION
AND REMOVAL OF EXECUTIVE COMMITTEE
BOARD
MEMBERS:
Members of the Executive Committee
Board
may
resign at any time by giving written notice to the Executive
Committee
Board.
Executive Committee
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
DUTIES
OF OFFICERS:
PRESIDENT:
The
President shall preside at all meetings of the Association
TCPA
and of the Executive Committee
Board,
except when herein otherwise provided. The President shall sign as
President on all contracts of the Association
TCPA
and of the Executive Committee
Board,
and such other instruments as are usually signed by the President.
The President shall, at all times as he/she
the
President
deems
necessary, call special meetings of the Association
TCPA.
The President, subject to the advice and direction of the Executive
Committee
Board,
shall have general management and supervision of the business and
affairs of the Association
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 Association
TCPA
and of the Executive Committee
Board.
He/she
The
secretary
will
see that membership rolls are at the Association
TCPA
meetings
and assist the Office Manager 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. He/she
The
secretary will
assist the Office Manager 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 Association
TCPA.
except
those required to be kept by other officers. As
The
Treasurer:
he/she
1)
Shall
be the custodian of all of the moneys and securities of the
Association
TCPA;
and
give receipts for all moneys and securities paid to him/her as
Treasurer;
2)
He/she
shall
be responsible for depositing all funds into proper repository and
pay all bills that
have been approved;
and 3) He/she
shall
keep a proper record of all moneys received and disbursed by him/her
the
Treasurer,
showing the dates such moneys were received and disbursed and the
purposes for which the same were received and disbursed. He/she
The
Treasurer
shall
make reports at all regular
Membership
meetings of the Association
TCPA
containing detailed statements of the
business transacted at the last regular meeting, and of all
business and transactions between such
meetings; and, at the Annual
Meeting
he/she
the
Treasurer
shall
make a report showing the financial condition of the Association
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 Committee
Board,
he/she
the
Treasurer
shall
furnish such information from his/her
the
Treasurer
records
or within his/her
the
Treasurer’s
knowledge
as the committee may require. He/she
The
Treasurer
shall
prepare a financial statement at the end of each fiscal year,
which
is May
31
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 Manager
Support
or
other Executive Board members as duly appointed by that Board. A
job
description is
found
in the Policy and Procedure Handbook.
DUTIES
OF OTHER EXECUTIVE BOARD MEMBERS:
HISTORICAL-MEMORIAL
CHAIRPERSON:
The Historical-Memorial
Chairperson
shall
maintain
the records necessary to his/her the
office,
He/she shall maintain a bank account containing monies
collected
donations
for
the purpose of paying to the TCPM
Museum
memorial money for deceased pioneers, keep a record of deceased
persons for an annual report at a general
Membership
meeting, choose
door prizes for general meetings, and
report of
on
all
activities at Executive Committee
Board
meetings and at Membership
meetings.
A
job
description is
found
in the Policy and Procedure Handbook.
PIONEER
FAIR
BOOTH
BUILDING
CHAIRPERSON(S):
The Pioneer
Fair Building
Chairperson(s)
shall perform all duties connected with preparing the building
booth,
securing
supplies, securing volunteers and operating the booth 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
MANAGER
SUPPORT:
The Association
TCPA
shall contract
with
Office Support
who will
1)
supervise
perform
all
office duties connected with carrying out the work of the
Association,
He/She
2)
shall
be custodian of all records of the Association, except those required
to be kept by other officers and
3)
He/she
shall
maintain all membership records, be responsible for publishing the
newsletter three times per year, handle necessary correspondence,
maintain supplies, supervise
volunteer help,
make necessary reports to the Executive Board and the Association
TCPA
members,
assure
the membership roll, guest book, donation basket and door prizes are
at Membership
Meetings
and
other duties as assigned. His/Her
The
Office Support
salary
payment
shall be set by the Executive Committee
Board.
A
job
description is
found
in the Policy and Procedure Handbook.
EXECUTIVE
COMMITTEE
BOARD:
The Executive Committee
Board
shall consist of those persons as set forth in Article IV. The
Executive Committee
Board
shall be considered the Board of Directors of this
Association
the
TCPA,
which is a corporation, and shall have all powers and duties granted
by the Oregon Nonprofit Corporation Act. The Executive Committee
Board
shall have general charge, management and supervision of all of the
property of the Association
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 Committee
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 Association
TCPA.
The Executive Committee
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 Association
TCPA.
Article VII
New
applicants
for membership shall complete an application and pay the
annual
dues as established by the Executive Committee
Board
Members
shall pay annual dues as established by the Executive Committee
to
be considered active members. Dues
are payable the day of the annual meeting.
Annual
dues are for the fiscal year July 1st
to
June 30th.
Article VIII
Bills
of claims against the Association
TCPA
shall not
be
paid until such bill of claim has been audited and the payment
thereof directed by the Executive Committee
Board.
Article IX
Roberts
Rules of Order shall govern in the conduct of all meetings held by
TCPA and its Executive Committee 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 Manager
Support
who
shall affix such seal to all instruments requiring the same.
Article XI
At
any annual or other regular
Membership
meeting
of the Association
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
regular
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
Adopted at a Membership meeting of members held February____, 2025
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