Atlantic Division Bylaws

The Atlantic Division, TCA

BYLAWS

Effective 09/12/92, as Amended to 11/7/08

ARTICLE I – NAME AND PURPOSE

Section 1 – This organization shall be known as the Atlantic Division of the Train Collectors Association, (herein referred to as ‘Affiliate”). The purpose of this organization shall be to promote the hobby of toy train collecting and to encourage fellowship among TCA members.

Section 2 – The territorial limits shall include the following counties within the metropolitan Delaware Valley area or any other areas as designated by the Train Collectors Association.

Pennsylvania New Jersey New Jersey
Bucks Atlantic Gloucester
Chester Burlington Mercer
Delaware Camden Ocean
Montgomery Cape May Salem
Philadelphia Cumberland

 Section 3 – The purpose of this affiliate shall be: to adhere to and support the mission of the TCA, by conducting programs and activities, and to and especially serve those TCA members residing within the boundaries of the affiliate; to uphold the ethical standards of the Train Collectors Association as expressed in the National bylaws and policies; to conduct activities in compliance with all requirements and standards applicable to a Not-for-Profit Organization.


ARTICLE II – GOVERNANCE

Section 1 – This organization shall be governed by the bylaws of the TCA and those of the Atlantic Division.


ARTICLE III – MEMBERSHIP

Section 1 – Any TCA Member in good standing may become a member of the affiliate by being current in all dues and fees, and fulfilling all requirements that maybe determined by a membership committee. Affiliate membership will be subject to the disciplinary actions of the TCA membership committee, as well as the actions of the affiliate, as may be hereinafter provided by these bylaws.

Section 2 – The right to hold Division office and the right to vote on Division matters shall be restricted to those members current in their dues residing within the Division boundaries.

Section 3 – Any person whose membership is suspended or terminated may not attend any TCA function.


ARTICLE IV – OFFICERS

Section 1 – The officers of the Division shall be a President, a Vice President, a Secretary, and a Treasurer. The President and the Treasurer shall be bonded.

A plan for succession of officers shall be spelled out, and shall follow applicable state law. Such officers and directors, if any, shall be elected by the affiliate membership. The method of election of officers and directors (if any) of the affiliate must be fair, specific, and provide reasonable opportunity for membership participation. A member of the affiliate shall be entitled to designate a division member for membership on the National Board of Directors. Such National Director may be a different individual other than the affiliate President, but must be a currently serving as a division elected officer or director prior to designation to serve as National Director. Term of qualifications for National Directorship shall be subject to other such standards as may be put in place by the TCA from time to time.

Section 2Duties of the Officers

A. The President shall be chief executive officer of the Division, shall preside at all meetings of the Division and of the Board of Directors (as a member thereof), except as provided otherwise herein, shall have the powers, duties, and responsibilities usually vested in the office of President, shall execute all bonds and contracts of the Division and shall appoint and be an ex-officio member of all committees that he/she may see fit to appoint.

B.  The Vice President shall be vested with all powers to perform all of the duties of the President during the absence or incapacity of the President, or as directed by the President or by the Board of Directors.

C. The Secretary shall be responsible for all matters pertaining to membership, dues notices, minutes of meetings, and shall conduct such correspondence as may be necessary and/or referred by the President or by the Board of Directors. The Secretary shall attend all General Business meetings, shall present the minutes of the immediate past meeting for approval and shall present a general report to the membership. The Secretary shall send notices of the Board of Directors (BoD) meetings to all BoD members; and, shall attend such meetings and keep minutes for approval.

D. The Treasurer shall keep the financial records, issue an annual financial report, receive monies and pay bills, and in general conduct the financial business of the Division.


ARTICLE V – MEETINGS AND BOARD OF DIRECTORS

Section 1 – An annual meeting of the affiliate membership shall be required and is applicable to state law.

Section 2 – The affiliate may establish a BoD which shall be inclusive of officers. Any such board is required to have an annual meeting. Such board shall adhere to published local standards for notice, attendance, quorum, and voting for scheduled and unscheduled meetings. Terms of the board membership for directors and new officers may be separately established. Terms or qualifications as director, disqualification of a director and procedure for replacement must be specified.

No part of the resources of the affiliate shall inure to the benefit of any director or officer of the affiliate, or private individual, except that a reasonable compensation subject to prior approval of the TCA may be paid for services rendered to or for the affiliate.

No officer, director or private individual, shall be entitled to share in the distribution of any of the affiliate’s assets upon dissolution of the affiliate.

There shall be a Board of Directors (BoD) consisting of the President, the immediate past President, the Vice President, the Secretary, the Treasurer and eight (8) elected Directors, each of whom have the right to vote. ln addition, Past National Officers, who are members of the Atlantic Division and who reside within the geographical boundaries of the Division, may be invited by the Atlantic Division BoD to be members of the Atlantic Division BoD with full privileges thereof, for a term of two (2) years. At the close of each term the invitation may be extended by one (1) term to the maximum of three (3) consecutive terms.

Section 3 – The BoD shall have control and management of all Division activities, determine all policies, select or discipline members and generally supervise the affairs of the Division.

Section 4 – Terms of office

  1. The terms of office of each elected officer shall be for two (2) years or until his/her successor is elected. The offices of the President and Vice President shall be limited to two (2) consecutive terms. The offices of Secretary and Treasurer are not so limited. 
  2. The term of office of each director shall be for two (2) years or until his/her successor is elected. The office of Director shall be limited to three (3) consecutive terms.
  3. The terms of office shall commence January first (1/1).
  4. Should the office of President become vacant, the Vice President shall assume such office.
  5. Vacancy of any other office may be acted upon by the BoD, which may appoint a member in good standing to fill the remaining term of the vacated office until the next regular election. Vacancy of the office of immediate Past President is excluded from this selection.

ARTICLE VI – OTHER ELECTED PERSONS

Section 1 – Each year there shall be three (3) alternates elected to serve on the TCA BoD when the Division president is unable to do so. When necessary, the Division President will select one of these three to serve. The alternate will be elected for a term of one (1) year.


ARTICLE VII – NOMINATIONS AND ELECTIONS

Section 1 – On or before January fifteenth (1/15) of each year, the President shall appoint a Nominating Committee consisting of at least five (5) but no more than nine (9) members, two (2) of whom shall be members of the BoD. At the same time, the President shall appoint one (1) of those members to be the Nominating Committee Chairperson; this person must have served previously on an Atlantic Division nominating committee but is not required to be on the current BoD. No member of the division shall be eligible to serve on a nominating committee more than once in every two (2) years.

Section 2 – lt shall be the duty of the nominating committee to develop a slate of candidates for the offices which will be up for election including the three (3) Alternates noted in ARTICLE Vl, Section 1. This slate shall include no more than two (2) officers and four (4) directors. On alternate years the two offices shall be the Secretary and the Treasurer, then the President and Vice President.

Section 3 – Additional nominations may be made, with written permission of said nominee(s), by a petition of five percent (5%) of the Division voting members in good standing. Said nominating petitions must be filed with the Division Secretary not later than March first (3/1).

Section 4 – Upon completion of the work of the nominating committee and including any petitions, the chairperson shall prepare a ballot to include the names and the respective résumé of each nominee plus a provision for write-in votes.

The ballot shall be sent by mail not later than September first (1st). Ballots must be returned no later than October thirty-first (10/31) and shall be counted under supervision of the Secretary not later than November first (11/1).

Candidates may not participate in the count. A plurality of those voting is required to elect. ln the instance of a tie vote for any office, a “Flip Of The Coin” will determine the winner.

The President shall notify the successful candidates of their election.


ARTICLE VIII – MEETINGS

Section 1 – All General Business meetings and BoD meetings of this Division shall be open to all Division members in good standing.

Section 2 – Roberts Rules of Order shall be the parliamentary guide for the conduct of all Division meetings.

Section 3 – The BoD shall determine the rules and regulations that shall govern the conduct of all Divisions meetings.

Section 4 – There shall be at least one (1) General Business meeting of the Division each year.

Section 5 – Thirty (30) members in good standing present at a General Business meeting shall constitute a quorum. Any matters proposed or objected to by this quorum shall be considered by the BoD in accordance with the majority opinion of the members.

Section 6 – The BoD shall meet at least six (6) times a year on a stated schedule; or on call of the President or any three (3) members of the BoD.

Section 7 – Seven (7) members of the BoD present at a BoD meeting shall constitute a quorum.

Section 8 – A majority affirmative vote at a BOD Meeting shall make mandatory the election of a successor or the successors as provided in Article V, Section 3.


ARTICLE IX – FINANCE

Section 1 – The fiscal year for the Division shall be July first (7/1) to June thirtieth (6/30).

Section 2 – Dues shall be payable annually in advance for the current calendar year in such manner and amount as determined by the BoD and approved by the General Membership.

Section 3 – Any member who fails to pay the dues within sixty (60) days of the due date will be dropped from division membership.

Section 4 – The Division President shall appoint an Audit Committee consisting of three (3) division members-at-large exclusive of the Division Treasurer. The committee shall arrange for completion of the audit of our financial records on or before February first (2/1) of each year.

Section 5 – The committee must assure compliance with the recording and reporting requirement of the TCA and Pennsylvania Law.


ARTICLE X – RIGHTS AND OBLIGATIONS

Section 1 – The affiliate exists by and through the membership of its affiliate members in the National TCA. The rights and authority of the affiliate flows from and is dependent on the membership of its members in the TCA and the continued adherence to TCA policy and standards by the affiliate.


ARTICLE XI – AMENDMENTS

Section 1 – Affiliate shall establish a process to effect changes in the affiliate bylaws, which process shall acknowledge the affiliate bylaw changes are subject to review and approval by the TCA before implementation by affiliate. Affiliates may adjust, expand and specify detail in implementation of these rules. Such detail shall be in writing and shall be subject to approval of the TCA as outlined above.

Section 2 – Acceptance of these bylaws shall be by a majority vote of the BoD followed by a majority vote of the voting Division members.

Section 3 – Amendments to these bylaws, subsequent to acceptance, shall be by two-thirds (2/3) majority vote of the BoD followed by a simple majority vote of the voting Divisions members.


PROVISO

These bylaw revisions will become effective January 1, 2010, upon approval.