ARTICLE I
NAME
This Association shall be known as the TALL PINES
DISTRICT DIETETIC ASSOCIATION, also known as TPDA. The words her,
she, and herself whenever used shall be deemed to include the masculine
gender.
ARTICLE II
The Tall Pines District
Dietetic Association’s mission is to promote optimal nutrition and well-being
for all people by advocating for its members.
ARTICLE III
MEMBERSHIP
Section 1. Membership in TPDA will be limited to members of the American Dietetic
Association whose official mailing address or designated affiliate is listed in
Section 2. The current list of members of the American Dietetic Association
officially listed in
Section 3. All members of The American Dietetic
Association shall have the rights and privileges as set forth in Article II of
the Bylaws of the American Dietetic Association and shall have the
corresponding rights and privileges in the conduct of the business of this
Association.
Section 4. All members whose
ARTICLE IV
AFFILIATION
This association shall be
affiliated with the Texas Dietetic Association hereinafter known as TDA. The
affiliation is contingent upon approval of the TPDA Bylaws by the TDA Board of
Directors. Only members of TDA may be members of TPDA.
ARTICLE V
GOVERNING BOARD
Section 1. General Powers –
Unless otherwise provided in these bylaws, the affairs of the Association shall
be managed by, or under the
direction of its Board of Directors.
Section 2. Governing Body
The Board of Directors shall be the governing body of this organization.
Section 3. Composition
A. The voting members of the Board of Directors shall be:
1) President
2) President-Elect
3) Secretary
4) Treasurer
5) Nominating Chair
6) Bylaws Chair
7) Newsletter Editor
8) Web site Chair
9) Membership Chair
10) Legislation and Public Policy
Chair
B.
Non-voting members of the Board of Directors shall be:
1)
Job Listing Chair
Section 4. Qualifications:
All candidates for elected
office shall be Active or Retired Active members of TPDA.
Section 5. Terms
of Office
A. The
President, President-Elect, and Nominating Chair shall serve for a term of one
year or until their successors are elected.
B.
The Secretary and Treasurer shall serve two-year terms
and are elected in alternating years.
C. New officers assume their
duties following the May membership meeting, except for the secretary or
treasurer who is
beginning
the second year of their two-year term.
Section 6.
Vacancies
A. If any office, except
President, becomes vacant, the Board of Directors shall fill the vacancy for
the unexpired term by majority vote.
B. If the office of President
becomes vacant, the President-Elect shall succeed to that office and then shall
serve as President until the end of the term for which elected.
C. The
Board of Directors may remove any elected Board member or elected
official. The Board will establish the process
for removal. The removal of any elected
Board member or official will be without prejudice to the contract rights, if
any, of the officials so removed.
Section 7. Duties of the Board of
Directors:
A. Exercise power and
authority over affairs of TPDA business within the context of the Bylaws and
Standing Rules.
B.
Approve and amend the annual budget prepared by the Finance Committee.
C.
Review reports from Standing and Special Committees.
D.
Fill any vacancies of elected officers, which occur except for President.
E.
Approve the TPDA Program of Work.
F.
Vote on proposed amendments to the Bylaws after approval by TDA.
G. Approve all appointments
made by the President.
H. Exercise final authority
in resolving questions involving reimbursement of expenditures.
I. Receive and monitor the
yearly financial reports.
J. Confirm that nominees on
the ballot meet the qualification for the office for which they are nominated.
K. Establish responsibilities and policies and procedures for the committees, as it deems necessary and appropriate to support the functions of the committees
Section 8. Compensation
The
Board of Directors shall have no authority to establish compensation for
services to the Association as directors.
The Board of Directors may be paid their expenses related to the duties
of office. This section shall not
preclude any director from serving the Association in any other capacity and
receiving compensation for such service.
Section 9. Any Board Member of TDA or
officers or committee members of the American Dietetic Association residing in
the geographical area shall serve as members of the Board of Directors without
vote.
Section 10. Meetings:
The
Board of Directors shall meet as needed.
Section 11. Quorum:
A
quorum of the Board of Directors shall be a majority of the voting members
unless suspended by three-quarters (3/4) vote of voting members present.
Section
12.
Expenses:
The
expenses incurred by members of the Board of Directors and appointed or elected
committees shall be reimbursed according to the financial policies of the
Association.
ARTICLE VI
NOMINATIONS AND ELECTIONS
Section 1. Nominating
Committee
A. A Nominating Committee of three (3) members
shall be elected annually by ballot by the membership. The election shall be by plurality.
B.
The person receiving the largest number of votes shall be the elected Chairman.
C.
No member shall serve more than two (2) consecutive years on the
committee.
D.
Duties
1) Shall
formulate a slate of officers by mail, fax, e-mail, conference call or meeting.
E.
Ballot
1) The ballot should consist
of at least one or more nominees for each position to be filled. At least five (5) names should appear on the
ballot for Nominating Committee.
F. Vacancies
1) Should the Chair of the
Nominating Committee become vacant, the person receiving the second largest
number of votes on the original ballot shall fill the vacancy.
2) Other vacancies shall be
filled by a majority vote of the Board of Directors, as set forth in Article V,
Section 4C.
Section 2. Elections
A. The election of members of
the Board of Directors shall be conducted by mailing a ballot to each qualified
voting member. A plurality vote shall
elect.
B. Ballots must be mailed by the secretary neither less than thirty (30) nor more than
forty-five (45) days prior to the close of the polls. The election shall be
completed and ballots counted by a date determined by the Standing Rules.
C. Ballots shall be counted
within two (2) weeks of the close of the polls.
D. The
President-Elect and Nominating Committee are elected annually.
E. The
Secretary and Treasurer shall be elected in alternate years, the secretary in
even years and the treasurer in odd years.
F. No person shall hold more
than one (1) elected position.
G.
Officers in the position of President, Secretary and Treasurer shall preferably
not succeed themselves.
H. The ballots shall be
tabulated by the Tellers' Committee consisting of the Secretary as Chairman
with two (2) at large members, appointed by the President, whose names do not
appear on the ballot.
I. Tie votes on the ballot
shall be broken by the Executive Board.
Chairman of the Tellers' Committee shall be responsible for polling the
Executive Committee in the event of a tie.
ARTICLE VII
STANDING COMMITTEES
Section 1. Standing Committees
The President-Elect shall
appoint the Chairmen of Standing Committees to serve as Chairmen during her
term as President. Each Committee shall consist of a Chairman appointed by the
President-Elect and as many other members as needed to be selected by the
Chairman. The Chairman for Job Listings shall be selected by the
President-Elect, will be part of the Communications, but will not have voting
privileges on the Board of Directors.
Section 2. The Standing Committees shall
be:
Bylaws Membership
Communications
(Newsletter and Job Listings) Program
Community
Relations Legislation
and Public Policy
Section 3.
Duties
The
Board of Directors shall establish responsibilities and policies and procedures
for the committees, as it deems necessary and appropriate to support the
functions of the committees.
ARTICLE VIII
FINANCE
Section 1. All
dues are payable on or before September 1st and become delinquent after the
September membership meeting.
Section 2. All members shall pay
annual dues as specified by their respective membership category.
Section 3 There
will be no prorating of dues.
Section 4. The Board of Directors shall determine the fiscal year.
Section 5. Financial
Audit:
A. All financial records shall be submitted for an
internal audit annually.
B.
An audit committee shall be appointed by the President with the approval of the
Executive Committee. No one member on this committee shall have the power to
sign checks.
ARTICLE IX
OFFICIAL PUBLICATION
Section 1. Name:
The
official publication of TPDA shall be called THE TALL PINES LINE, unless
otherwise specified by the Board of Directors.
Section 2. Purpose
of newsletter:
A.
Shall promote the objectives of TPDA.
B.
Shall inform the membership of the activities of the officers and committees.
C.
Shall inform the membership of current professional concerns and activities.
Section 3. Issues:
A.
The number or issues per year will be determined by the Executive Committee.
B. A copy of each issue shall
be mailed to each TPDA member. Other copies shall be mailed as determined by
the Board of Directors.
ARTICLE X
GENERAL MEMBERSHIP MEETINGS AND AMENDMENTS
Section 1. General
Membership Meetings:
Membership meetings take place
during the calendar months of September through May, except in the month of the TDA
FNCE,
when there will be no TPDA membership meeting.
Section 2. Proposed Bylaw Amendments:
Written notices of proposed
amendments to Bylaws shall be given to members at least thirty (30) days and
not more than ninety (90) days prior to voting.
Section 3. Approvals:
A. The proposed amendment(s)
to the bylaws must be approved by the affirmative vote of two-thirds (2/3) of
the members who are eligible to vote.
ARTICLE XI
PARLIAMENTARY AUTHORITY
"Robert's Rules of Order, Newly Revised,"
shall constitute parliamentary authority and govern the proceedings of TPDA, in
all cases not provided for in the American Dietetic Association Bylaws or these
Bylaws.
ARTICLE XII
INDEMNIFICATION OF OFFICERS
Section 1. Indemnification
Within its ability to do so,
the Association shall indemnify any and all of its officers, directors, or
former officers, directors or any person who may have served at its request or
by its election against expenses actually and necessarily incurred by them in
connection with the defense or settlement of any action, suit or proceeding in
which they, or any of them are made parties, or a party, by reason of being or
having been an officer of the Association, or of such other Association, except
in relation to matters as to which any such director or officer or former
director or officer or person shall be adjudged in such action, suit or
proceeding to be liable for willful misconduct in the performance of duty and
to such matters as shall be settled by agreement predicated on the existence of
such liability.
Section 2. Insurance
The Association may purchase
and maintain insurance in behalf of any and all of its officers or former
officers or any person who has served at its request or by its election
incurred by them by reason of being or having been an officer of the
Association, whether or not the Association would have the power to indemnify
them against such liability or settlement under the provisions of this section.
Article XIII
BOOKS AND RECORDS
Section 1: Financial
records shall be kept by the Treasurer for a period of three (3) years from the
close of the fiscal year.
Section 2: Records
of minutes shall be kept by the Secretary for a period of three (3) years from
the close of the fiscal year.
ARTICLE XIV
DISSOLUTION AND PROHIBITED ACTIVITIES
Section 1. Dissolution
On the dissolution of the
Association, the Board of Directors, after paying or making provisions for the
payments of all the liabilities of the Association, shall dispose of all assets
exclusively to such organizations organized exclusively for charitable,
educational, or scientific purposes as shall at the time qualify as an exempt
organization or organizations under Section 501 c (6) of the Internal Revenue
Code of 1954 (or the corresponding provision of any further United States
Internal Revenue Law) as Board of Directors shall determine.
Section 2. Prohibited
Activities
A. No part of the net earnings of the Association shall inure to the
benefit of or be distributable to its members, trustees, officer or other
private persons, except that the Association shall be authorized and empowered
to make payments and distributions in furtherance of the purposes set forth in
Article II hereof. No part of the
activities of the Association shall be the carrying on of propaganda and the
Association shall not participate in, or intervene in (including the publishing
or distributing of statements) any political campaign on behalf of any
candidate for public office.
Notwithstanding any other provisions of these Articles, the Association
shall not carry on any activities not permitted to be carried on by an
organization exempt from Federal Income Tax under Section 501 (c) (6) of the
Internal Revenue Code of 1954 (or the corresponding provision of any future
United States Internal Revenue Law.)
B. Members may not present
themselves to the public through the media or any public or private forum as
representatives of either the Tall Pines Dietetic
Association, Texas Dietetic Association or the American Dietetic Association
unless they have been officially designated to serve in that capacity.