These by-laws of the TES Association are in conformity with New York State law.
ARTICLE I – OFFICES
The principal office of the TES Association shall be in the City of New York, County of New York, in the State of New York. The TES Association may also have offices at such other locations as the Board of Directors deems necessary and as the business of The TES Association may require.
ARTICLE II – PURPOSES
The purposes for which the TES Association has been organized are as follows:
- To further the principles stated in the TES Association Creed, as it may be amended from time to time, which is annexed hereto and incorporated by reference as if fully set forth herein.
- To provide opportunities for people who subscribe to the TES Association Creed to meet and discuss matters of mutual interest.
- To support any other activities which will promote or promotes the above enumerated purposes.
ARTICLE III – MEMBERSHIP
- Qualifications: Any person who has attained the age of nineteen and who subscribes to The TES Association Creed may apply for membership. Certain events may be limited to those persons age twenty-one or older depending on federal, state and/or local laws. The Society does not discriminate on the basis of race, national origin, religion, gender, or sexual orientation.
- Application: Any person desiring membership must make application in writing on a duly prescribed form, obtainable from the secretary or any Board member, which sets forth the applicant’s name, date of application and a statement certifying that the applicant is over nineteen years of age, expressly consents to receive sexually oriented material, and supports the TES Association Creed. Every applicant must sign the application with her/his legal name but may designate an alias for mailing or social purposes.
- Review and Rejection of Application: The Secretary, or a designated assistant approved by the Board, shall review all applications to determine that persons applying for membership meet membership criteria. If an applicant is rejected, she/he may reapply after the expiration of thirty days, except where rejection is based on age. In that case, the applicant must wait until her/his age qualifies.
- Confidentiality: All applications and lists of members are confidential and are not to be released to the public or to the membership at large. The Secretary, or a designated assistant approved by the Board shall keep these records confidential, except where the Board of Directors needs access to a member’s address or telephone number.
- Suspension or Revocation of Membership: Any member shall be subject to suspension of voting privileges, suspension of social event privileges, and/or disqualification from the TES Association for:
- Failure to pay dues as herein provided; or
- Failure to respect the interests of the TES Association and rights of others in the Association, such as, but not limited to, the disruption of Association functions or violations of the Creed.
- Procedures for suspension, Revocation, or Denial of Membership: Said suspension, revocation of membership, or denial of application for membership shall only take place after a vote of the Board. This vote must be by two-thirds (2/3) of an absolute majority of the Board. The alleged offending party shall have the right to appeal to the Grievance Committee, an ad hoc committee. The committee will consist of one member selected by the Board, one member selected by the allegedly offending party and an Arbiter, who shall be elected annually by the membership at large (that is all members in good standing).
ARTICLE IV – MEMBERSHIP – MEETINGS AND VOTING
Membership Meetings: There shall be two membership meetings, one in October, and one in April of each year. The annual Membership meeting and election of Directors, Arbiter, and the Parliamentarian shall take place at the October meeting. The time and location shall be published no less than thirty (30) days prior to said meeting.
Special meetings of the Board of Directors may be called whenever necessary, upon one day oral notice to all Board members, to handle emergency business. When Eulenspiegel emergency business is handled by a special meeting or by mail, telephone or other electronic media, the motion(s) shall be inserted into the Board of Director’s minutes at the next official Board meeting for publication in the Newsletter.
Special meetings of the membership at-large can be called by the Board of Directors or by a petition containing the signatures of at least ten percent of the Membership at-large. The notice of the time and location of the special meeting shall be mailed to all members no less than thirty days prior to said meeting.
Record Date: A member must be on the membership rolls for thirty days before she/he is entitled to vote at any meeting of the membership or on any adjournment thereof.
Proxies: Every member who is entitled to vote at a meeting of the membership may authorize another person to act for her/him by proxy.
An appropriate proxy form shall be drafted by the board and included with notice of each election, to be sent to each member in good standing. All proxies must be in writing and dated and are subject to verification by the Board of Directors.
All proxies must be mailed to the current mailing address of the TES Association by first class mail and must be received no later than seventy-two hours prior to the date of the vote, or presented in person by the signor of the proxy at the meeting.
No instrument appointing an individual as a proxy may be valid after the expiration of eleven months or a shorter period if the proxy so provides.
All proxies are revocable at the pleasure of the member executing it or as provided by law.
No member shall use the Newsletter or any other Association publication to solicit proxies.
Quorum, Number for Quorum: Quorum of membership shall be either ten percent of the total membership, or 100 members, whichever number is lower at the time the meeting is called to order. Proxies may also form part of the total for quorum.
Votes: Resolutions may be carried by a simple majority of those voting. Amendments of the By-laws may be carried by a vote of two-thirds of those voting. Directors, Arbiter and Parliamentarian shall be elected by plurality, provided the candidate receives votes from at least 20% of the members voting.
ARTICLE V – DUES AND FEES
Regular: Members shall be assessed a one-time enrollment fee and annual dues to be set by the Board of Directors. In addition, members shall be charged a publications subscription fee, unless the member is part of a household which has already paid the annual subscription fee. The publication subscription fee entitles the member to receive a regular Newsletter and such other publications as they are produced by the Association in the ordinary course of business, as determined by the Board of Directors.
Special: Membership may be purchased in advance at a discount for two years, five years, or lifetime duration at an amount set by the Board of Directors.
ARTICLE VI – DIRECTORS
Management of TES ASSOCIATION: A Board of Directors, which shall consist of the Parliamentarian and 9 voting members, elected according to the proceedings set forth at length herein, shall administer TES ASSOCIATION. The office of Treasurer and Secretary shall be deemed two slots of the elected Board of Directors.
Election and Terms: At the annual meeting the members shall elect four Directors to hold office for the subsequent two years and one Director for the subsequent year. Each Director shall hold office until the expiration of the term for which she/he was elected or until a successor has been elected and shall have qualified or until her/his prior resignation or removal.
Quorum: Quorum is deemed to be five for all purposes.
Nominations: All intentions to run for the Board of Directors, Arbiter, or Parliamentarian must be submitted in writing by letter of the nominee to the Secretary of TES ASSOCIATION at least sixty days in advance of the annual membership meeting. An individual must have been a member of the Society for a period of at least one year in order to place his/her name in nomination. An individual may run for no more than one position (Arbiter, Board, or Parliamentarian) at a time.
Removal of Directors: Any or all Directors may be removed for cause by a simple majority vote of the members in attendance at a bona fide membership meeting, or by a two-thirds vote of the Board of Directors. Directors may be impeached without cause by a vote passed by a majority of the entire membership.
Vacancies: A director may resign at any time by giving written notice to any Board member. The resignation will take effect upon the tendering of said resignation and notification to all Board members. Vacancies shall be filled at the next regularly scheduled Board meeting providing the resignation has been tendered no less then 14 days before the Board meeting; otherwise the appointment shall be delayed until the Board Meeting thereafter. The appointment shall be a pro tempore appointment until the annual membership meeting and must be by a vote of the majority of the Directors then in office.
Action of the Board: Assuming a quorum is present, the vote of a majority of the Board of Directors shall be deemed an act of the Board, except for removal of a Director, which is set forth in Article III (Section 5), Article III (Section 6), and Article VI (Section 5). Each Director has one vote.
Notice of Open Board Meetings: The Board may hold meetings at such times and places as it may, from time to time, determine and shall provide notice of such at least thirty days prior to said meetings. Board meetings will be open to all members. Adjournments of Board meetings do not require a quorum. All Board Meetings will be conducted in accordance with Robert’s Rules of Order.
ARTICLE VII – OFFICERS
The Board will appoint those officers required by law.
ARTICLE VIII – GRIEVANCE COMMITTEE, EMERITUS BOARD, PARLIAMENTARIAN
Grievance Committee: Any member shall be entitled to place a grievance on the agenda for discussion, if it is given to any Board member in writing at least fifteen (15) minutes prior to an open Board meeting. The grievance will be addressed that evening when possible or tabled for further action by a majority vote of the Board members present. If the member does not receive satisfaction, she/he may submit the matter to the Grievance Committee as described in Article III, Paragraph 6.
Emeritus Board: There shall be an Emeritus Board comprised of TES Association members in good standing who have been elected to the board of directors for at least five (5) years, which need not be continuous. This position is automatically conveyed upon completion of 5 years of board service and shall not confer any special benefits save that of acknowledgment of position once held. Emeritus board members are deemed to hold an advisory position in the association and shall have a voice, but no vote, at all board meetings.
Parliamentarian: A Parliamentarian will be elected annually by the general membership at large. The parliamentarian’s responsibilities will be to prepare an agenda and in general function as the presiding officer at all boards meetings. In the event that the parliamentarian is not present at a meeting, the secretary will call the meeting to order and a chair will be appointed from the board to serve as chair for the duration of the meeting or until the parliamentarian arrives. In the event the parliamentarian resigns or is removed from office, the position will be filled at the next board meeting by a vote of the majority of Directors then in office and shall be a pro tempore appointment only until the annual membership meeting.
ARTICLE IX -AMENDMENTS
The Bylaws may be amended or repealed by the members as set forth herein:
Method: Proposed bylaws changes must be submitted in writing by members to the Bylaws Committee no less than 90 days before the annual Membership Meeting. Bylaws shall only be voted on in conjunction with the annual membership meeting and elections unless a change to the Bylaws is immediately required by state or federal law.
Notification: The Bylaws Committee, with the assistance of the Board of Directors, will publish the text of the proposed bylaw change to the membership by mail/email no less than 60 days before the annual Membership Meeting. Included with said notification shall be an explanation of the proposed bylaw change and a call for discussion.
Discussion: The Bylaws Committee, with the assistance of the Board of Directors, shall publish at least one mailing to the membership, in which members will have the opportunity to discuss the proposed change. This mailing may coincide with the mailing of ballots defined in Article IX, Section 4.
Ballots: The Bylaws Committee, with the assistance of the Board of Directors, will again publish the text of the proposed bylaw change to the membership by mail no less than 30 days before the annual Membership Meeting. Ballots will be provided with this mailing. Ballots completed by members in good standing must either be mailed by first class mail to the current mailing address of the TES Association and be received no later than 72 hours before said Membership Meeting, or presented in person by the respective member at said Meeting.
Voting: For the bylaw change to be passed, quorum must be reached by counting absentee ballots and members present at the meeting and the amendment must be approved by 2/3 of the members voting.
ARTICLE X – GENERAL MEMBERSHIP MEETINGS
General Membership meetings of the Association will be governed by Robert’s Rules of Order.
Last Updated: 07 December 2013
Don W, Chair, By-Laws Committee
Incorporates the following approved amendments:
– No amendments were approved.
# 39 – October Annual Meeting
# 40 – Abolish the January Membership Meeting
# 41 – 20% minimum vote for election of officers