Tree Care industry Association, Inc.

ARTICLE I

Name, Location, and Registered Agent Address

The name of this organization shall be Tree Care Industry Association, Inc. (hereinafter referred to as the “Association”).  The address of the registered agent office of the Association in the State of Ohio shall be Corporation Service Company, 3366 Riverside Drive, Suite 103, Upper Arlington, OH 43221, or such other place as the Board may designate from time to time. The Association may have other offices, both within and without the State of Ohio, as the board of directors of the Association (the “Board”) from time to time shall determine.

Capitalized terms not otherwise defined in these bylaws shall have the meaning ascribed in Article XII hereof.

ARTICLE II

Purpose

The Association is organized for charitable purposes, is incorporated as a nonprofit corporation under the laws of the State of Ohio, and is established to bring together businesses engaged in the profession of or support of commercial arboriculture to advance the common interests of those in the arboriculture industry by lawful means, with a focus on encouraging sound principles of business and promoting education, policies, laws, and regulations that support a safe and responsible approach to arboriculture.

ARTICLE III

Membership In Association

SECTION 1- Qualification and Admission.

Admission of members (collectively the “Members” and individually a “Member”) shall be administered by Association staff and shall be subject to and in compliance with criteria, qualifications, and documentation established by these bylaws and any rules, policies, and regulations adopted by the Board.  If there is any inconsistency between these bylaws and any rules, policies and regulations adopted by the Board, the terms of these bylaws (subject to Article VIII, Section 5) shall govern.

SECTION 2 – Active Membership.

“Active Membership” is limited to Entities (“Active Members”) that are actively engaged in the business of commercial arboriculture. Active Members shall pay dues, shall have the right to vote on any matters voted upon by the Members (with one vote allotted to each Active Membership), and are eligible to appoint a Representative of the Active Member to stand for an officer or other Board of Director position in the Association on behalf of the Active Member.

SECTION 3 – Affiliate Membership

“Affiliate Membership” is limited to Entities (“Affiliate Members”) physically located outside the United States that are engaged in the business of commercial arboriculture. Affiliate Members shall pay dues; however, Affiliate Members shall not have any voting rights and may not hold an officer or other Board of Director position within the Association.

SECTION 4 – Corporate Membership

“Corporate Membership” is limited to Entities (“Corporate Members”) whose primary activity is the manufacture of a product or distribution of services or products not of their own manufacture related to, or of benefit to, the practice of commercial arboriculture. Corporate Members shall pay dues, shall have the right to vote on any matters voted upon by the Members (with one vote allotted to each Corporate Membership), and are eligible to appoint a Representative of the Corporate Member to stand for an officer or other position with the Board of the Association on behalf of the Corporate Member.

SECTION 5 – Privileged Membership

The Board may approve extending a “Privileged Membership” to any Representative of a current or past Active Member or Corporate Member who has retired or is retiring from the commercial arboriculture profession (each a “Privileged Member”). Privileged Members shall pay dues; however, they have no voting rights and may not hold an officer or Board position in the Association.

SECTION 6 – Honorary Membership

An “Honorary Membership” may be granted to individuals who the Board determines have made material contributions to the advancement of commercial arboriculture through research, field practice, invention, or literature. Honorary Memberships may be granted to such individuals (each an “Honorary Member”) upon approval by the Board. Honorary Members shall have no voting rights and may not hold an officer or Board position in the Association. Honorary Members will not be required to pay Membership dues.

SECTION 7 – Student Membership

A “Student Membership” is limited only to full-time students in arboriculture, urban forestry, and/or ornamental horticulture programs at accredited vocational educational institutions, two-year community colleges, or four-year colleges and universities. Student members will not be required to pay dues, may not vote, and may not hold an officer or Board position in the Association.

SECTION 8 – Membership Dues.

Dues for all Member classifications shall be set by the Board at its discretion. The dues structure for various categories of Membership shall be established annually by the Board.

SECTION 9 – Termination of Membership.

Members that are timely in their payment of dues shall be deemed in good standing and will remain Members of the Association until: (1) the Member terminates its Membership by written notice to the Association; (2) the Member ceases to meet the eligibility requirements for Membership, as set forth in these bylaws or in other rules or regulations adopted by the Association; or (3) the Member is terminated for Cause as set forth in Sections 9.1 and 9.2 or for Nonpayment of Dues as set forth in Section 9.3.  Any Member that is terminated shall lose all privileges of membership and shall cease to be a Member of the Association.

9.1       Termination for Cause.  Any Member of the Association may be terminated by a two-thirds vote of the Board  acting pursuant to these bylaws for any of the following reasons (one or more being deemed a termination for “Cause”): (i) failure to timely pay dues in a timely manner in accordance with the payment terms published by the Association; (ii) violation of any of the provisions of the bylaws of the Association or of any agreement, rule, policy, or practice adopted by the Association; and/or (iii) conduct of a Member or any employee, agent, or representative of a Member determined by the Board to be detrimental to the interests of the Association.

9.2       Procedure for Termination.  If any Member becomes the subject of a possible termination for Cause based on 9.1(ii) or (iii) above, the Board shall consider and investigate the matter and may delegate such investigation to a committee established for such purpose. Following such investigation, the Board, as advised by any committee, shall produce a summary of the investigation and its conclusions on whether the conduct of such Member or Member Representative merits a termination of that Member from the Association.  Conduct of any employee, agent, or Representative of a Member shall be deemed to be the conduct of the Member Entity.  If the report concludes that a termination is recommended, prior to taking formal action as set forth in Section 9.1 above, the Board shall provide notice to the Member and, if applicable, the Member Representative stating with specificity the grounds for termination of the Member. The Member (coordinating with a Member Representative) shall have thirty (30) days from receiving such notice to respond in writing to the termination.  If after receiving such response, the Board still determines, by a two-thirds vote, that there are grounds for termination, the President and Chief Executive Officer (hereinafter the “CEO”) shall send a notice containing a copy of the grounds for termination to the Member (and Member Representative if applicable) scheduling a hearing date where such Member and Member Representative shall be entitled to appear before the Board to provide testimony contesting the termination. The Board shall set ground rules for the hearing including the taking of witness testimony.  Within thirty (30) days after the hearing, the Board shall vote, by a two-thirds vote, on whether to uphold termination of the Member or to take such further action as the Board may deem proper, including a suspension, or reprimand, or other action that the Board determines, in its sole discretion, to be fair and reasonable. The Board’s final determination shall be final and binding on the Member.

If the Member Representative being accused of the conduct is a member of the Board, that person will not participate in the Board consideration or investigation of the matter (other than to provide testimony as required by the Board), nor will the Board be required to share with that person any information about the allegations or investigation except as disclosed in the hearings and as necessary to notify such Member of the actions taken. If the person or persons being accused includes the Chair, the next ranking officer or member of the Board not involved in the matter shall have all powers of the Chair to convene and conduct Board meetings as they pertain to the investigation. If any Board member is accused of conduct that could warrant termination, the Board may (acting pursuant to these bylaws) suspend the Member from Board duties indefinitely or until the matter is resolved and cured as determined by the Board.

9.3       Termination for Nonpayment of Dues.  Any Member of the Association may be terminated for failure to timely pay dues under Section 9.1(i) without any right to appeal or any appeals process other than any payment cure period as published by the Association. The CEO shall report any terminations of Members for nonpayment of dues at a Board meeting, and the Board may take any further action with respect to such Member it deems appropriate.

SECTION 10 Meetings of the Members.

10.1     Place of Meetings.  All meetings of the Members shall be held at such place, if any, either within or without the State of Ohio, or by means of Authorized Communications Equipment, as shall be designated from time to time by resolution of the Board and stated in the notice of meeting.

10.2     Annual Meeting.  The annual meeting of the Members for the transaction of business as may properly come before the Members shall be held not less than once annually at such date, time, and place, if any, as shall be determined by the Board and stated in the notice of the meeting.  Voting for the election of Member-elected At-Large Directors as set forth in Article IV below shall be held by written ballot of Members entitled to vote in advance of the Annual meeting by mail, facsimile, electronic mail, or on-line ballot. Election will be by a majority vote of the Members entitled to vote and who cast a vote. Each voting Member is entitled to one vote.

A ballot containing the names of all such nominees that have been nominated pursuant to Article V Section 1.2 and allowing for casting votes for write in candidates for Member-elected At-Large Directors shall be mailed, faxed, emailed, or otherwise electronically transmitted to the Members entitled to a vote at least 30 days prior to the conclusion of the election. Each voting Member will have the right to cast one vote for each vacant At-Large Director position on the ballot.

10.3     Special Meetings.  Special meetings of the Members for any purpose or purposes shall be called pursuant to a resolution approved by the Board or may be called by the Chairman of the Board or the CEO of the Association. Such meetings may also be called by a written demand of 10% of the eligible voting membership of the Association.  Such calls of meetings shall be made in writing to the Secretary of the Association and may be made by electronic communications.  The Secretary, upon receiving written demand or resolution of the Board, shall promptly give notice of such meeting as provided in Section 10.4. The only business which may be conducted at a special meeting shall be the matter or matters set forth in the notice of such meeting.

10.4     Notice of Meetings.  Notice of the place, if any, date, hour, the record date for determining the Members entitled to vote (if applicable) at the meeting (if such date is different from the record date for Members entitled to notice of the meeting), and means of Authorized Communications Equipment, if any, of every Member meeting shall be given by the Association not less than ten (10) days nor more than sixty (60) days before the meeting (unless a different time is specified by law) to every Member entitled to vote at the meeting as of the record date for determining the Members entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Notices of meetings to Members may be given by mailing the same, addressed to the Member entitled thereto, at such Member’s mailing address as it appears on the records of the Association, and such notice shall be deemed to be given when deposited in the U.S. mail, postage prepaid. Without limiting the manner by which notices of meetings otherwise may be given effectively to Members, any such notice may instead be given by electronic transmission, including by means of Authorized Communications Equipment, in accordance with applicable law.

10.5     Waivers of Notice.  Notice of any meeting need not be given to any Member who shall, either before or after the meeting, submit a waiver of notice or who shall attend such meeting, or, with respect to election of Directors, submit a ballot for electing Directors, except when the Member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any Member so waiving notice of the meeting shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given.

10.6     Adjournment.  Any meeting of the Members may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time, place, if any, thereof, and the means of Authorized Communications Equipment, if any, are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than thirty (30) days. If the adjournment is for more than thirty (30) days, notice of the adjourned meeting shall be given to each Member of record entitled to vote at the meeting. If after the adjournment a new record date is fixed for Members entitled to vote at the adjourned meeting, the Board shall fix a new record date for notice of the adjourned meeting and shall give notice of the adjourned meeting to each Member of record entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting. At the adjourned meeting, the Association may transact any business which might have been transacted at the original meeting. A majority of the voting members present at a meeting, whether or not a quorum is present, may adjourn the meeting from time to time.

10.7     Quorum.  Unless otherwise required by law, the Association’s Articles of Incorporation, or these bylaws, at each meeting of the Members, the voting members present in person, by the use of Authorized Communications Equipment, by mail, or, if permitted, by proxy at any meeting of voting members shall constitute a quorum for the meeting. The affirmative vote of a majority of the voting members present at a meeting at which a quorum is present as provided in this section shall be necessary for the authorization or taking of any action voted upon by the members, except that no action required by law, the Association’s Articles of Incorporation, or bylaws to be authorized or taken by a specified proportion or number of the voting members or of any class of voting members may be authorized or taken by a lesser proportion or number.

10.8     Voting.  At any meeting of the Members, each Member present and who has voting rights as set forth in these bylaws may vote in person, by written ballot under Section 10.2, or by proxy.  Each Member entitled to vote shall be allowed to cast one (1) vote for each matter submitted to the Members to be voted upon. Unless otherwise required by law or the Articles of Incorporation, the election of At-Large Directors pursuant to Section 10.2 shall be by written ballot and shall be decided by a majority of the votes cast for each At-Large Director position. Unless otherwise required by law, the Articles of Incorporation, or these bylaws, any matter brought before any meeting of Members shall be decided by the affirmative vote of the majority of the Members present in person or represented by proxy at the meeting and entitled to vote on the matter.

10.9     Proxies.  Except with respect to voting for At-Large Directors by ballot under Section 10.2 or any other matter, if any, that the Members vote on by ballot, each Member entitled to vote at a meeting of Members may authorize another person or persons to act for such Member by proxy, but no such proxy shall be voted or acted at any subsequent meetings. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A Member may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the secretary of the Association a revocation of the proxy or a new proxy bearing a later date.

10.10   Fixing Record Date.  Unless otherwise provided in the Articles of Incorporation, these bylaws, or a Board resolution, the record date for any meeting or corporate action shall be the date of such meeting or corporate action.

ARTICLE IV

Board of Directors

SECTION 1   Composition and Purpose.

1.1     Composition.  The governing body of the Association shall be the Board, which shall be comprised of ten (10) voting Directors and two (2) non-voting Directors (Directors also referred to as “Board members”), as specified below.  Each voting Board member shall be a Representative of an Active Member or Corporate Member in good standing. If a voting Board member ceases at any time to be a Representative of such Active Member or Corporate Member that designated such Representative for election to the Board, such Board seat shall be deemed vacated and shall be filled pursuant to the applicable procedures set forth in this Article IV.  The Board shall consist of the following Directors:

• • Seven (7) “At-Large Directors” comprising no less than five (5) nor more than six (6) Representatives of Active Members and no less than one (1) nor more than two (2) Representatives of Corporate Members (each a voting member), which are Member-elected, provided, however, if a Representative of a Corporate Member is elected Senior Director, the At-Large position that such Representative vacated shall be filled by a Representative of an Active Member if two (2) Representatives of Corporate Members are then serving as At-Large Directors and by a Representative of a Corporate Member if only one (1) Representative of a Corporate Member is then serving as an At-Large Director in accordance with Article IV, Section 3; whereupon, in either event, At-Large Directors shall be comprised of six (6) Representatives of Active Members and one (1) Representative of a Corporate Member until such time as no Corporate Member is serving as Senior Director, Vice Chair or Chair.
  • Three (3) Representatives of Active Members or Corporate Members to serve as officers: a Chair, a Vice Chair, and Senior Director (each a voting member), which are Board-elected. In no event may more than one (1) such position be occupied at any one time by a Representative of a Corporate Member.
  • President and Chief Executive Officer (non-voting).
  • Immediate Past Chair (ex officio and non-voting).

1.2       Purpose.  In furtherance of the purpose of the Association as set forth in Article II, the Board shall formulate and set policy, establish Association goals and direction, provide oversight, make decisions that represent the best interests of the Association, select a President and Chief Executive Officer to manage the daily affairs of the Association, and appoint other officers to occupy the officer positions of the Association. Without limiting the general authority of the Board, the Board shall also control the property of the Association, establish dues, approve the Association’s budget, propose bylaw amendments, and otherwise take any action or actions as set forth in these bylaws or as allowed by law.

Any Representative of a voting Member in good standing is an eligible candidate to serve on the Board; provided, however, only one Representative of a Member may serve on the Board at the same time. Further no individual may serve on the Board as a Representative of two or more Members.

SECTION 2   Terms of Office and Duties.

2.1       Staggered Terms.  Each of the At-Large Directors shall hold office for at least one three-year term. For the purpose of staggering the terms of office of the At-Large Directors, the Board shall divide the At-Large Directors serving at the time of the adoption of these bylaws, and any additional At-Large Directors appointed at such time, into three classes as nearly equal in number as possible, and shall appoint each such class to a term of three (3) years or less as follows: One class shall be appointed for a term of one (1) year, one class shall be appointed for a term of two (2) years, and one class shall be appointed for a term of three (3) years. At the conclusion of these initial terms, all subsequent terms shall be for a period of three (3) years, thus accomplishing a succession of staggered three (3) year terms with approximately one-third (1/3) of the Board eligible for reappointment or replacement each year. In the event of an increase or decrease in the number of Directors, additional directors may be elected to terms of one (1), two (2), or three (3) years as may be necessary to maintain equality in numbers among the classes of directors.

2.2       Election and Terms of office for Senior Director, Vice Chair and Chair.  The Senior Director shall be elected by the Board by written ballot pursuant to Article IV Section 5.7 of these bylaws and will serve a one-year term. The Senior Director will then automatically succeed to the offices of Vice Chair and then Chair of the Association for one-year terms each in the succeeding years. At-Large Directors who have served as a Board member for at least one year including the year prior to the term he or she would serve as Senior Director and that are a Representative of an Active Member or Corporate Member in good standing are eligible to run for the position of Senior Director. If the election of the Senior Director creates a vacancy of any At-Large Director position, such vacancy will be filled pursuant to Article IV Section 3.

2.3       Duties of the Chair.  The Chair shall preside over all meetings of the Board and the Annual Business Meeting of the Association. The Chair shall convene regular meetings of the Board whenever, in the Chair’s opinion, the affairs of the Association demand a Board meeting, or when three or more Directors request a Board meeting, or if the CEO calls a meeting of the Board. Meetings of the Board may be held through the use of any Authorized Communications Equipment, and participation in a meeting pursuant to this provision shall constitute presence at the meeting. The Chair shall appoint the Chairs of the Committees.

2.4       Duties of the Vice Chair.  The Vice Chair shall have all the powers and perform the regular duties of the Chair during the absence of the Chair. The Vice Chair will also serve as the Treasurer of the Association as set forth in Article VI Section 1.8 of these bylaws.

2.5       Duties of the Senior Director.  The Senior Director shall have all the powers and perform the regular duties of the Chair when both the Chair and the Vice Chair are absent.

2.6       Duties of the Immediate Past Chair.  The Immediate Past Chair of the Association shall serve on the Board in an advisory role. The Immediate Past Chair will provide institutional knowledge and guidance to support the Board in carrying out the direction and objectives of the Association. The Immediate Past Chair will serve in an ex officio capacity for a one-year term immediately following service as the Chair and shall not have voting privileges or rights.

2.7       Duties of the President and Chief Executive Officer. The CEO of the Association shall serve on the Board in an advisory role. The CEO will provide institutional knowledge and guidance to support the Board in carrying out the direction and objectives of the Association. CEO will serve in an ex officio capacity and shall not have voting privileges or rights. The position of CEO on the Board will be filled by the current CEO of the Association who shall also perform the duties set forth in Article VI Section 1.6.

2.8       Vacancies.  Any vacancy in Chair shall be filled by the Vice Chair, and vacancy in Vice Chair shall be filled by the Senior Director, and any vacancy in Senior Director shall be filled by the Board pursuant to Section 2.2 above, failing which, such vacancy shall be filled by the Board following the procedures set forth in Article IV, Section 5 of these bylaws. Any vacancies created by this procedure should also be filled according to this process until all vacancies are filled.

2.9       Term Limits. No At-Large Directors shall serve more than two three-year terms as an At-Large Director. However, At-Large Directors appointed to serve the unexpired term of an At-Large Director shall be eligible to serve two full terms in addition to the unexpired term. Officers may not serve more than one one-year term in each officer position.

SECTION 3   At-Large Director Vacancies.  Any vacancies occurring in the Board during any At-Large Director’s term, including due to such At-Large Director being selected by the Board to serve as the Senior Director, shall be filled for the remaining term of such At-Large Director by the affirmative votes of a majority of the remaining members of the Board, even if they represent less than a quorum. In no event shall such vacancy be filled by a Representative of a Corporate Member if a Corporate Member is then serving as the Senior Director, Vice Chair or Chair unless there was only (1) Representative of a Corporate Member then serving as an At-Large Director in which event such vacancy shall be filled by a Representative of a Corporate Member.  The Representative selected by the Board to fill any vacancy must otherwise meet the eligibility criteria set forth in these bylaws for the vacancy the Representative is filling.

SECTION 4    Resignation.  Any Director may resign at any time by notice given in writing or by electronic transmission to the Association. Such resignation shall take effect at the date of receipt of such notice by the Association or at such later time as is therein specified. A verbal resignation shall not be deemed effective until confirmed by the Director in writing or by electronic transmission to the Association. Notice shall be deemed received by the Association upon delivery of written notice to all other Directors pursuant to Section 5.4 hereof.

SECTION 5    Meetings of Directors

5.1       Annual and Regular Meetings.  An annual meeting of the Board shall be held at such time and place as determined by the Board for the election of officers and, as applicable, Directors, and for the transaction of such other business as may properly come before the meeting.  Special and any other meetings of the Board may be held at such times and at such places as may be determined by the Chair of the Board, the CEO, or by written request submitted to the CEO by two or more Directors.  All meetings shall require at least twenty-four (24) hours’ notice to each Director given by one of the means specified in Section 5.4 hereof other than by mail or on at least three (3) days’ notice if given by mail.

5.2       Use of Authorized Communications Equipment.  Board meetings may be held by means of Authorized Communications Equipment, which shall constitute presence in person at such meeting.

5.3       Adjourned Meetings.  A majority of the Directors present at any meeting of the Board, including an adjourned meeting, whether or not a quorum is present, may adjourn and reconvene such meeting to another time and place. At least twenty-four (24) hours’ notice of any adjourned meeting of the Board shall be given to each Director whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 5.4 hereof other than by mail, or at least three (3) days’ notice if given by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

5.4       Notice of Meetings.  Subject to Section 5.1, Section 5.3, and Section 5.5 hereof, whenever notice is required to be given to any Director by applicable law, the Articles of Incorporation, or these bylaws, such notice shall be deemed given effectively if given in person or by telephone, mail addressed to such Director at such Director’s address as it appears on the records of the Association, facsimile, email, or other means of electronic transmission.

5.5       Waiver of Notice.  Whenever notice to Directors is required by applicable law, the Articles of Incorporation, or these bylaws, a waiver thereof, in writing signed by or in an electronic transmission by the Director entitled to the notice, whether before or after such notice is required, shall be deemed equivalent to notice. Attendance by a Director at a meeting shall constitute a waiver of notice of such meeting except when the Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the grounds that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special Board meeting need be specified in any waiver of notice.

5.6       Quorum of Directors.  Except as otherwise permitted by applicable law, the Articles of Incorporation, or these bylaws, the presence of two-thirds of the Board shall constitute a quorum for the transaction of business at any meeting of the Board.

5.7       Action by Majority Vote.  Except as otherwise provided by applicable law, the Articles of Incorporation, or these bylaws, the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

5.8       Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if the number of Directors required to consent at a meeting where all Directors are present consent thereto in writing or by electronic transmission, provided that in no event shall the number of Directors taking action by consent be less than a majority of the Board. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Association in accordance with applicable law.

ARTICLE V

Committees of the Board

SECTION 1   The Standing Committees of the Association.

1.1 Finance Committee. The Finance Committee is composed of the Chair, Vice Chair (Treasurer Designate), Senior Director, the CEO, and a Chair-appointed At-Large Director from the Board. The Finance Committee shall be responsible for overseeing the fiscal affairs of the Association, including regular financial reporting, investment management, budget preparation, and prudent financial management in conjunction with the staff.

1.2 Nominating Committee, At-Large Director Eligibility, and At-Large Director Election Procedure.

a. Nominating Committee. The Nominating Committee shall be comprised of five (5) members and shall include (i) the Vice Chair of the Board serving as chair of the committee; (ii) the Senior Director of the Board; (iii) Representatives from two (2) Active Members who are not Board members; and (iv) one (1) Representative from a Corporate Member who is not a Board member. The Representatives from the Active and Corporate Members shall be selected by the Board at its annual meeting. The Nominating Committee shall annually submit a call for candidates for the At-Large Director positions for which the terms will be expiring. The Nominating Committee will carry out the nominations process for both Active Member and Corporate Member candidates.

b. Selection of At-Large Director Candidates. The Nominating Committee shall submit to the Board of Directors not less than two candidates per At-Large Director position whose term will be expiring. The Board will vote on the proposed candidates and will present one nominee per expiring member-elected At-Large Director positions to the Membership by ballot. Ballots for the At-Large Director positions will include the Representative of the Member nominated by the Nominating Committee and selected by the Board and will also include an option for any Member to write-in a Representative to serve as an At-Large Director.

c. Eligibility of At-Large Directors. Any Representative of a Member in good standing is an eligible candidate; provided, however, a Member may have only one Representative serving on the Board at any time.

d. Write-in Candidates. Any Representative of a Member in good standing wishing to run against a specific Board nominated Representative may do so by campaigning for voting Members to write-in that Representative’s name for a specific At-Large Director opening. To be successful, in addition to receiving a majority of the votes for that At-Large Director opening, the Representative must also be a qualified Representative of a Member in good standing and otherwise entitled to hold an At-Large Director position under these bylaws. A Member may have only one Representative serving on the Board at any time; therefore, if another Representative of the Member is already serving as a Board member or if another Representative of the Member is elected as a Nominating Committee nominated At-Large Director in the same election, the write-in candidate may not serve as a Board member and the recipient of the second greatest number of votes shall serve instead. Additionally, if any write-in candidate receives the majority of the votes for an At-Large Director position but is found to not be qualified to serve pursuant to these bylaws, the candidate receiving the second greatest number of votes shall serve instead.

1.3       Awards Committee.  The Awards Committee is composed of the three most recent past Association Chairs that are willing and able to serve. Its responsibilities include reviewing TCIA Award of Merit nominations and recommending recipients to the Board for approval; and administering other awards programs as requested by the Board.

SECTION 2  Establishing Other Committees, Committee Meetings, and Procedures.

2.1        Committee Powers and Authority.  The Board may designate one or more committees and, at its discretion, determine the rules for and composition of such committees. Any such committee, to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Association as may be delegated to such committees by the Board. The Chair shall select the Chair of each Committee, and the Board shall approve the other members of the Committee by majority vote.

2.2       Quorum and Action by Committee.  Unless the Board provides otherwise, at all meetings of a committee, a majority of the then authorized members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee.

2.3       Committee Rules and Procedures.  Unless the Board provides otherwise, each committee designated by the Board may make, alter, and repeal rules and procedures for the conduct of its business. In the absence of such rules and procedures, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article VI.

2.4       Alternate Members.  The Board may designate one (1) or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. If a member of a committee shall be absent from any meeting, or disqualified from voting at said meeting, the remaining member or members present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

2.5       Action Without Meeting.  Unless otherwise restricted by the Articles of Incorporation or these by-laws, any action required or permitted to be taken at any committee meeting may be taken without a meeting if a majority of the members of the committee consent thereto in writing or by electronic transmission. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the committee in accordance with applicable law.

2.6      Use of Authorized Communications Equipment. Committee meetings may be held by Authorized Electronics Communications.  Participation by a member of a committee in a meeting pursuant to this Article V Section 2.6 shall constitute presence in person at such meeting.

ARTICLE VI

Officers, Employees, And Agents

SECTION 1   Officers

1.1       Officers. The officers of the Association shall be elected annually by the Board, and shall include a CEO, a treasurer (who is the Vice Chair elected pursuant to Article IV Section 2.2 of these bylaws), and a secretary. The Board, in its discretion, may also establish and elect one or more vice presidents, assistant treasurers, assistant secretaries, and other officers. Any two or more offices may be held by the same person.

1.2       Term.  Each officer of the Association shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier death, resignation, or removal. The election or appointment of an officer shall not in itself create contract rights.

1.3       Removal.  Any officer elected or appointed by the Board may be removed by the Board at any time, with or without cause, by the majority vote of the members of the Board then in office. The removal of an officer shall be without prejudice to his or her contract rights, if any.

1.4       Resignations.  Any officer of the Association may resign at any time by giving written notice of his or her resignation to the president or the secretary. Any such resignation shall take effect at the time specified there in or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

1.5       Vacancies. Subject to Article IV, Section 2.8 of these bylaws, should any vacancy occur among the officers of the Association, the position shall be filled for the unexpired portion of the term by appointment made by the Board.

1.6       President and Chief Executive Officer (“CEO”). The CEO shall be an ex-officio, non-voting member of the Board of Directors and all Committees; and shall have full authority to hire, develop, direct, supervise, and dismiss the appropriate staff to effectively carry out the direction of the Board of Directors. The CEO shall also be the president of the Association.

1.7       Secretary.  The secretary shall attend all sessions of the Board and all meetings of the Members and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for committees when required. He or she shall give, or cause to be given, notice of all meetings of the members and meetings of the Board, and shall perform such other duties as may be prescribed by the Board or the CEO. The secretary shall keep in safe custody the seal of the Association and have authority to affix the seal to all documents requiring it and attest to the same.

1.8       Treasurer.  The Treasurer shall be responsible for overseeing the fiscal affairs of the Association, including regular financial reporting, budget preparation, and prudent fiscal management in conjunction with the staff. The Treasurer shall be bonded at the Association expense for an amount deemed advisable at the time of service.

1.9       Compensation.  Any officer, employee, or agent of the Association is authorized to receive a reasonable salary or other reasonable compensation for services rendered to the Association when authorized by a majority of the entire Board, and only when so authorized and in accordance these by-laws. 

1.10     Duties of Officers May Be Delegated.  In case any officer is absent, or for any other reason that the Board may deem sufficient, the Chair of the Board may delegate for the time being the powers or duties of such officer to any other officer or to any Director.

ARTICLE VII

Indemnification and Insurance

SECTION 1 – Indemnification

1.1       Board Authorized Indemnification Obligations for Defense of Covered Persons

The Association may indemnify or agree to indemnify by the methods set forth in Section 1.3 below (the “Authorization of Indemnification”), to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any current or former officer or Director  (a “Covered Person”) who was or is made a party, or is threatened to be made a party, or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the Association (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a Director, officer, employee, agent, or volunteer for the Association or, while a Director, officer, employee, agent, or volunteer for the Association, is or was serving at the request of the Association as a director, officer, employee, agent, or volunteer of another domestic or foreign nonprofit corporation, business corporation, limited liability company, association, partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, against all liability and loss suffered, including expenses, attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such Covered Person in connection with such action, suit, or proceeding, if the Covered Person acted in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, if the Covered Person had no reasonable cause to believe the Covered Person’s conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contender or its equivalent, shall not create, by itself, a presumption that the Covered Person did not act in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best interests of the Association, or with respect to any criminal action or proceeding, a presumption that the Covered Person had reasonable cause to believe the Covered Person’s conduct was unlawful.

1.2       Board Authorized Indemnification Obligations for Claims Brought by Covered

Persons.  The Association may indemnify or agree to indemnify by providing an Authorization of Indemnification, any Covered Person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action or suit by or in the right of the Association to procure a judgment in its favor, by reason of the fact that the Covered Person is or was a Director, officer, employee, agent, or volunteer for the Association or, while a Director, officer, employee, agent, or volunteer for the Association, is or was serving at the request of the Association as a director, officer, employee, agent, or volunteer of another domestic or foreign nonprofit corporation, business corporation, limited liability company, association, partnership, joint venture, trust, or other enterprise, against all liability and loss suffered, including expenses, attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such Covered Person in connection with such action, suit, or proceeding, if the Covered Person acted in good faith and in a manner the Covered Person reasonably believed to be in or not opposed to the best interests of the Association, except that no indemnification shall be made in respect to any of the following, unless the Covered Person is successful on the merits or otherwise in defense of the action, suit, proceeding for:

(a) Any claim, issue, or matter as to which the Covered Person is adjudged to be liable for negligence or misconduct in the performance of the Covered Person’s duty to the Association unless, and only to the extent that, the court of common pleas or such other court in which the action or suit was brought determines, upon application, that, despite the adjudication of liability but in view of all of the circumstances of the case, the Covered Person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court considers proper; or

(b) Any action or suit in which liability is asserted against a director and that liability is asserted only pursuant to section 1702.55 of the Ohio Revised Code.

1.3      Authorization of Indemnification.  The Board of the Association may provide Authorization of Indemnification by determining that the Covered Person satisfies the appliable standard of conduct set forth in Sections 1.1 or Section 1.2 above in one of the following manners:

(a) A majority vote of a quorum of the Directors of the Board of the Association who are not parties or threatened to be parties in the suit, action, or proceeding for which indemnification is being sought;

(b) Whether or not a quorum as described in paragraph (a) above is obtainable, and if a majority, which may be less than a quorum, of disinterested Directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Association or any person to be indemnified within the past five (5) years;

(c) By a majority vote of the Members; or

(d) By the court of common pleas or such other court in which the action, suit, or proceeding for which the indemnification is sought was brought.

1.4       Mandatory Indemnification.  To the extent that a Covered Person has prevailed on the merits or otherwise in defense of any action, suit, claim, or proceeding referred to in Section 1.1 or Section 1.2 of this Article, the Covered Person shall be indemnified by the Association against expenses, including attorney’s fees, actually, and reasonably incurred by the person in connection with that action, suit, or proceeding.

1.5       Advancement of Expenses.  The Board may, but need not, authorize the Association to pay the expenses (including attorneys’ fees) actually and reasonably incurred by a Covered Person in defending any Proceeding in advance of its final disposition, upon (a) written request of such Covered Person, and (b) receipt of an written agreement by or on behalf of such Covered Person to repay all amounts advanced, if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Covered Person is not entitled to be indemnified for such expenses under Section 1 of Article VII of these by-laws or otherwise. Payment of such expenses actually and reasonably incurred by such Covered Person, may be made by the Association, subject to such terms and conditions as the Association in its discretion deems appropriate.

1.6       Repayment of Advanced Expenses and/or Denial of Indemnification After Final Disposition.  The expenses incurred by a Covered Person in defending any action, suit, or proceeding referred to in Section 1.1 of this Article, including attorney’s fees, shall not be paid by the Association upon the final disposition of the action, suit, or proceeding, or, if paid in advance of the final disposition of the action, suit, or proceeding, shall be repaid to the Association by the Covered Person, if it is proved, by clear and convincing evidence, in a court with jurisdiction that the act or omission of the Covered Person was one undertaken with a deliberate intent to cause injury to the Association or was one undertaken with a reckless disregard for the best interests of the Association.

SECTION 2  Insurance.  The Association shall purchase and maintain insurance on behalf of any Covered Person against any liability that may or could be asserted against such Covered Person and incurred by such Covered Person or arising out of such Covered Person’s status with respect to the Association, whether or not the Association would have the power to indemnify such person against such liability under Ohio law.

SECTION 3   Repeal, Amendment, or Modification.  Any amendment, repeal, or modification of this Article VII shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

SECTION 4   Not Exclusive.  The indemnification authorized by this Article is not exclusive of, and shall be in addition to any other rights granted to Covered Persons, pursuant to the Articles, the Ohio Revised Code, and any agreement, a vote of a majority of the Members, or a vote of disinterested Directors, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions and shall continue as to a person who has ceased to be a Director, officer, employee, member, manager, agent, or volunteer and shall inure to the benefit of the heirs, executors, and administrators of such a person.

ARTICLE VIII
General Provisions

SECTION 1      Seal.  The seal of the Association shall be in such form as may be approved or altered by the Board. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the Board. Failure to affix the corporate seal shall not affect the validity of any instrument.

SECTION 2      Fiscal Year.  The fiscal year of the Association shall begin on September 1 and end on August 30 or as otherwise determined by the Board.

SECTION 3       Books and Records.  Any records administered by or on behalf of the Association in the regular course of its activities, including its books of account and minute books, may be maintained on any information storage device, method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases); provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Association shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to applicable law.

SECTION 4   Checks, Notes, Drafts, Etc.  All checks, notes, drafts, or other orders for the payment of money of the Association shall be signed, endorsed, or accepted in the name of the Association by such officer, officers, person, or persons as from time to time may be designated by the Board or by an officer or officers authorized by the Board to make such designation.

SECTION 5  Conflict with Applicable Law or Articles of Incorporation.  These bylaws are adopted subject to any applicable law and the Articles of Incorporation. Whenever these bylaws may conflict with any applicable law or the Articles of Incorporation, such conflict shall be resolved in favor of such law or the Articles of Incorporation.

SECTION 6  Annual Returns.  The Board shall review the Association’s annual filing with the Internal Revenue Service prior to it being filed.

ARTICLE IX
Amendments

SECTION 1   Amendments.  These bylaws may be amended or repealed or new bylaws may be adopted by the Board recommending by majority vote such amendment or repeal or new bylaws for approval to the Members and after such amendment or repeal of these bylaws or new bylaws have been approved by the Members entitled to vote at any meeting of the Members pursuant to the procedures for voting by Members set forth in these bylaws.

ARTICLE X
Conflict of Interest Policy

SECTION 1  Conflict of Interest Policy.  In any instance where the Association proposes to enter into a transaction with a Director, a Committee member, or any employee or Representative of a Member, it shall comply with the Association’s Conflict of Interest Policy. The Association shall at all times have a Conflict-of-Interest Policy in effect that complies with applicable law.

ARTICLE XI
Authorization to Adopt other Policies and Procedures

SECTION 1  Board Resolutions and Policies. The Board may from time to time adopt policies of the Association not inconsistent with the Articles of Incorporation or these bylaws. These policies shall be part of the overall Association policies and regulations.  The policies shall be set forth in Board resolutions or such other policy documents, and the official version shall be kept in the custody of the Secretary.  The CEO, or his or her designee, shall communicate all statements of purpose adopted by the Board, including any mission statements or strategic plans, to the Members.

SECTION 2   Management Policies and Regulations. The Board delegates to the CEO, or his or her designee, the authority to promulgate subordinate written directives, policies, and regulations of the Association not inconsistent with the Articles of Incorporation, these bylaws, or any other action, resolution, or policy of the Board.  These “Management Policies and Regulations” shall be part of the overall Association policies and regulations. The Board delegates to the CEO, or his or her designee, the authority to develop processes and procedures, to enforce Management Policies and Regulations, to secure compliance with said policies, and to take any remedial or corrective action deemed appropriate and not inconsistent with the Articles of Incorporation, these bylaws, or any other action, resolution, or policy of the Board.

ARTICLE XII

Definitions

“Authorized Communications Equipment” means any communications equipment that provides a transmission, including, but not limited to, by telephone, telecopy, or any electronic means, from which it can be determined that the transmission was authorized by, and accurately reflects the intention of, the member or manager involved and, with respect to meetings, allows all persons participating in the meeting to contemporaneously communicate with each other.

“Entity” means any of the following:

(a) An unincorporated nonprofit association existing under the laws of this state or any other state;

(b) A nonprofit Association existing under the laws of this state or any other state;

(c) A for profit Association existing under the laws of this state or any other state;

(d) Any of the following organizations existing under the laws of this state, the United States, or any other state:

(i) An unincorporated business or for-profit organization, including a general or limited partnership;

(ii) A limited liability company;

(iii) Any other legal or commercial entity the formation and operation of which is governed by statute.

“Representative” shall mean an employee, owner, officer, director, member, or manager of a  Member who is actively engaged in managing the business and/or the day-to-day operations of the Member.