TOCA

2014 Membership Directory

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Section 4. Membership Dues. Membership dues shall consist of annual dues and shall be assessed on an annual, calendar-year basis. There will be no dues for Honorary Life members. Any changes in membership dues must be approved by majority vote of the Board of Directors of the Corporation. Failure to timely remit such dues shall terminate membership rights and privileges, if any, and such members shall be removed from the membership roll maintained by the Corporation. Section 5. Annual Meeting. The annual business meeting of the Corporation will be held in April or May of each year at a time and location determined by the Board of Directors. Notification will be by newsletter, e- mail, or other mail at least five (5) days and not more than sixty (60) days prior to the meeting date. Such notice shall contain the date, time, place and purpose of the meeting. Section 6. Special Meeting. A special business meeting may be called at any time by a majority vote of the Board of Directors. Notification will be by newsletter, email, or other mail no fewer than fourteen (14) days prior to date of meeting. Such notice shall contain the date, time, place and purpose of the meeting. Only subjects listed on a pre-approved agenda will be acted upon at the meeting. Section 7. Other Meetings. Meetings, workshops and other events for purposes other than the business of the Corporation may be scheduled by the Board of Directors. Section 8. Quorum. For any annual or special meeting, twenty percent (20%) of the membership or fifteen (15) members, whichever is less, shall constitute a quorum. Section 9. Voting. At each meeting of the membership, every member having the right to vote shall have one (1) vote. The affirmative vote of a majority of a quorum of all voting members shall constitute a duly authorized action of the membership. ARTICLE IV BOARD OF DIRECTORS Section 1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors. Except as limited by the Articles of Incorporation and the Bylaws, the Board of Directors shall have the power and authority to do all acts and perform all functions that the Corporation may do or perform. Section 2. Number, Tenure and Qualifications. The Board of Directors shall be composed of not less than three (3) or more than twenty (20) members, consisting of a President, Vice President, Secretary/Treasurer and Directors. The President shall be elected to a two-year term, then assume the position of Immediate Past President for two years before being removed from the Board. Each director shall hold office until a successor has been elected, or until the director dies, resigns, or is removed. All Board of Directors members will be voted on by membership attending the annual meeting. The Immediate Past President shall serve as a voting member. Section 3. Regular Meetings. The Board of Directors shall meet at least twice each year, once at the annual business meeting, and a second time at the call of the President. Regular meetings of the Board of Directors shall be held at the call of the President or by written notice received by mail, in person or alternatively by telephone at least three (3) days prior to the meeting. The notice shall designate the time, place and date of such meeting; however, the notice need not specify the business to be transacted. Section 4. Special Meetings. Special meetings of the Board of Directors shall be held at the call of the President for the transaction of business as may come before the meeting. The President shall call a special meeting of the Board of Directors upon the written request of one-third (1/3) of the members of the Board of Directors, or by vote of the Board of Directors, or at the option of the President, by giving no less than three (3) days notice of the date, time and place of such meeting. Notice of any special meeting of the Board of Directors shall be given by written notice delivered personally, sent by mail, or by telephone to each director. Any director may waive notice of any special meeting whether in writing or orally. Attendance of a director at a special meeting shall also constitute waiver of notice of the meeting, unless

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