TransCentralPA Bylaws
Article 1: Name
The name of the Organization is the
"Transgender Education Association of Central Pennsylvania”, also
known as TransCentralPA.
Article 2: Purpose
The purpose of TransCentralPA is to provide education and caring
support for Transgendered individuals, their Significant Others,
families, friends & allies in the Central Pennsylvania area. TransCentralPA shall also be actively involved in maintaining an
outreach program to provide gender education to businesses,
organizations, educational institutions and governmental agencies.
Article 3: Operating Basis
TransCentralPA operates as a not-for-profit basis organization.
Article 4: Membership
A. Eligibility: Application for
Membership in TransCentralPA is open to any person who has reached
the age of 18 who feels their gender role to be different from what
is expected of the gender assignment made at birth; to a spouse,
relationship partner, significant other or family member of that
person; and to anyone who has a personal or professional interest in
gender behavior. Individuals under the age of 18 may attend
TransCentralPA meetings if accompanied by their parent or guardian.
B. Ownership: Membership is personal to
the member to whom it is issued and may not be transferred nor
divided.
C. Establishment of membership: Any
person eligible under this article may become a Member. Candidates
for Membership must complete a Membership application, pay the
appropriate membership dues to any officer of TransCentralPA and
agree to accept & adhere to the TransCentralPA Bylaws and the Rules
of Conduct. All memberships must be approved by the Board of
Directors by a simple majority vote. A Term of Membership is
normally one Calendar Year (January 1st to December 31st). Those
candidates applying for membership after January 1st will pay an
amount commensurate to the remainder of the year. Candidates and
renewing members may pay for more than one year of membership at a
time. Memberships are owned by the organization and are assigned to
the individuals who meet the standards as provided for in this
article and who pay appropriate dues.
D. Payment of Dues: The Board of
Directors will set the amount of the annual dues and may authorize a
lesser amount for those members receiving an electronic newsletter
or other differentiated membership categories. Dues are payable at
the beginning of each meeting season. The Board of Directors may
excuse, amortize, or reduce dues payments for members facing special
hardship, for representative of sister organizations, and for other
such reasons as it deems appropriate.
E. Visitors:
Nonmembers may attend meetings either as the guest of a Member, or
upon invitation extended by any Board Member or officer of
TransCentralPA. Guests must adhere to the Rules of Conduct. Failure
to do so may result in immediate expulsion for the meeting and
possible action against their sponsor.
F. Non Discrimination: Membership shall
not be denied on the basis of age (except as to minors), race,
creed, religion, color, ethnic or national origin, physical
handicap, sex, gender, gender presentation or sexual orientation or
preference.
G. Classes of Membership: There is only
one class of membership in TransCentralPA: Member. A Member shall
have all the rights and privileges as set forth in these Bylaws.
H. Involuntary Termination of Membership:
Membership may be terminated or suspended for violating the Bylaws
or Rules of Conduct or for actions detrimental to the organization.
Termination or suspension proceedings can be initiated by any Board
member or by a written request from any member. A Member accused of
misconduct will be informed and given an opportunity to address the
Board of Directors. After hearing the testimony, the Board of
Directors shall vote on the termination of Membership for the
accused member in a closed session by secret ballot. A simple
majority vote of the Board of Directors in attendance shall result
in the termination of the accused person’s Membership. The
Membership privileges of a Board Member may only be terminated or
suspended by a vote of the general Membership at a regular meeting,
and requires a 2/3 Membership vote with at least one Board Member
vote, or ¾ vote of the Membership in attendance. At least 2/3 of the
Membership must be present. Upon such termination all information
about the terminated Member shall be deleted from the organization
records, and no portion of the membership fees shall be refundable.
I. Resignation of Membership: A Member
may resign their membership at any time by putting their intent in
writing to the Managing Director or, in their absence, the
Secretary. Failure to renew membership by paying dues by the first
Sunday in March is also considered a voluntary relinquishment of
membership. Dues are non refundable. A Member who has resigned may
rejoin by the procedure for new Members or by written request to the
Board of Directors. Reinstatement shall then be made by a simple
majority vote the Board of Directors.
J. Use of Pseudonyms: In all records of
the Organization including, but not limited to these By-Laws,
minutes and resolutions of the Board and any entity to whom the
Board has delegated authority to act and any listings of members of
the organization, upon request, shall be referred to by a pseudonym
(adopted name) whether or not the intention to use such pseudonym
has been legally recorded in any jurisdiction. All persons having
dealings of any type with the organization shall rely solely on the
name(s) provided by the records of the organization with the
assurance that when such pseudonyms are used it will not be for any
fraudulent purpose or to limit liability that shall otherwise exist
if legal names were used in such records. The use of such pseudonyms
will not invalidate any records of the organization or the actions
taken on behalf of the organization by such persons.
Article
5: Governance by the Board of Directors
A. Membership: TransCentralPA will be
governed by a Board of Directors, which will be composed of its
elected officers: Managing Director, Secretary, Treasurer, Outreach
Director, Program Director and Communications Director. Each member
of the board shall be a member of the association in good standing.
B. Parliamentary Procedure: In all
meeting of the Board the Board or its designated entity, the rules
contained in the current edition of
Robert’s Rules of Order shall govern the proceedings in all ways
in which they are applicable and not inconsistent with these By-Laws
and/or any special rules of order adopted by the Board, provided
that the Chairperson of the Board may suspend the rules in order to
improve the order of the meeting.
C. Term of Office: The annual election
of officers will be held by November 30 for the officers to serve in
the subsequent year. Each officer agrees to serve until December 31
of the following calendar year.
D. Duties:
1. General: The board of directors is
vested with the authority to facilitate the effective operation of
TransCentralPA. The Board may take any action necessary or helpful
for such effective operation, subject to the following limitations:
a.) the Board may not make a decision on any matter specifically
reserved in these Bylaws for the Members of TransCentralPA; b.) the
Members of TransCentralPA may, by majority vote, overrule a decision
by the Board on a matter not specifically reserved in these Bylaws
to the members of the Association; and; c.) the Board may not take
any action that violates any of these bylaws or that involves
TransCentralPA in activities in violation of, or outside the scope
of, the purpose of TransCentralPA as defined in Article 2.
2. Managing Director: The Managing
Director is the chief administering officer of the Association and
will supervise and control all the business affairs of the
Association, execute directives of the Board of Directors, preside
at meetings of the membership and Board of Directors, assure
coordination of all functions of the Association including
communication among officers, serve as liaison with other
organizations, and be the official spokesperson for the Association
to outside groups and individuals. The Managing Director can
establish ad hoc committees and appoint project leaders as needed.
3. Secretary: The secretary is
responsible for maintaining membership lists, preparing and making
available the minutes of each regular and Board of Directors
meeting, and will assist the Managing Director in administration of
the affairs of the Association and will assume the duties of the
Managing Director in the case of absence, disability, relocation,
resignation or termination of the Managing Director. S/he will
coordinate with the Program and Meeting Director in activities and
arrangement for meeting facilities.
4. Treasurer: The Treasurer is
responsible for collecting, maintaining, and dispersing funds;
preparing, with the other Directors and committee chairs, budgets
for all functions of the Association as a whole; maintaining and
presenting financial reports at least twice a year and generating
financial projections for the coming year. The Treasurer shall also
compile and submit any and all necessary and required tax forms to
the appropriate agencies.
5. Outreach Director: The Outreach
Director is responsible for the development of an effective outreach
program to the general public and professionals, for coordinating
and executing of the Outreach program, and for developing and
coordinating all official contacts with the media.
6. Program & Meeting Director: The
Program & Meeting Director is responsible for securing and opening
the meeting place; seeing that appropriate refreshments and
literature are available at membership meetings: assuring that the
meeting place is returned to suitable condition following the
meeting; planning and developing activities or materials for use at
membership meetings; arranging speakers or programs for meetings;
and coordinating the program budget with the Treasurer.
7. Communications Director: The
Communications Director is responsible for delivering to the
membership a monthly informational newsletter (in print, on the
group internet site, or both), and for maintaining and administering
the TransCentralPA website.
E. Resignation from Office: Any Board
Member may resign at any time. The Managing Director shall resign by
communicating that intention to the Secretary. All other Board
Members shall effect their resignation by communicating their intent
to the Managing Director. A Board Member’s resignation does not
terminate membership in TransCentralPA. The resigning Board member
may designate a replacement in writing to either the Managing
Director or the Secretary. The replacement Board Member will serve
the remaining portion of the term of office. If the resigning Board
Member does not designate a replacement, The Managing Director may
designate a replacement Officer for the remainder of the term of
office.
F. Removal from Office: Any Board
Member may be removed from office, upon a simple majority vote of
the remaining Board of Directors, for failure or inability (due to
physical or mental conditions) to perform the duties of that office
as determined by the remaining Board of Directors, or for engaging
in conduct detrimental to TransCentralPA as determined by the
remaining Board of Directors. Any member may introduce a proposal to
remove a board member. Removal from the board does not terminate
membership in TransCentralPA. When a Board Member misses 3
consecutive meetings without cause, s/he will be judged as dismissed
from office, unless said Officer submits to the Managing Director
satisfactory evidence for an exception due to cause. Such decision
shall be approved or denied by simple majority vote by the board. In
the event that an Officer is removed for cause or absent for 3
consecutive months, the Managing Director will appoint a successor
to fill the remainder of the term of office.
G. Operating Procedures
1. Meetings: The Board shall meet at
least twice a year, and may hold additional meetings if requested by
three or more Board members. Each Board Member shall have one vote,
or written proxies may be entered, if, among the Board Members
present, there are three or more votes in favor of allowing the
proxies. The presence of Board Members possessing, in total, 50% or
more of the possible votes shall constitute a quorum.
2. Elections: Elections of Board Members
shall be held each year during the November meeting. Nominations
will open at the October meeting and close prior to voting at the
November meeting. New Board Members take office January 1st of the
next Calendar year. Board of Director's meeting. Any Member in good
standing can nominate or be nominated for any position on the Board
of Directors. Any Member nominated must acknowledge and accept the
nomination to be placed on the ballot. A list of all Members
nominated will be published in the newsletter.
3. Conflicts of Interest: Whenever a
director or officer has a financial or personal interest in any
matter coming before the board of directors, the affected person
shall a) fully disclose the nature of the interest and b) withdraw
from discussion, lobbying, and voting on the matter. Any transaction
or vote involving a potential conflict of interest shall be approved
only when a majority of disinterested directors determine that it is
in the best interest of the corporation to do so. The minutes of
meetings at which such votes are taken shall record such disclosure,
abstention and rationale for approval.
4. Fiscal year: The fiscal year of the
Corporation and the Society shall begin on the first day of January
and end on the last day of December (calendar year).
5. Authority to Bind: The Board may
authorize any person or entity to enter into any contract and
execute and deliver any such instrument in the name of and on behalf
of the organization, subject to the limitations of the Articles of
Incorporation, these By-Laws and resolutions and polices adopted by
the Board. Such authorization shall be confined to specific
instances and subject matter and shall be shown in the minutes of
the meeting at which such authority is given.
6. Indebtedness: No indebtedness or loan
shall be contracted on behalf of the organization and no evidence of
indebtedness shall be issued in its name unless specifically
authorized by resolution of the Board. Such authority shall be
confined to specific instances and may not be approved if such loans
or indebtedness require the personal guarantee of any member of the
organization or the Society.
7. Deposits: All funds of the
Organization shall be properly accounted for and shall be deposited
to the credit of the Organization, as appropriate, in such banks,
trust companies or other depositories as the Board may select.
8. Checks and Drafts: All checks, drafts
or orders for payment of money, notes or other evidence of
indebtedness issued in the name of the Organization, shall be signed
by the Treasurer or other designee of the Board and/or other such
individuals to whom the Board may delegate by Resolution the
authority to act in this capacity.
Article 6: Membership
Meetings
Membership meetings shall be held at least nine
(9) times per year. A call to meeting will be announced to the
membership at least one week prior to the meeting by either e-mail,
newsletter, or at the organization’s internet site
www.TransCentralPA.org Each Member shall have one vote in
Membership actions. A simple majority of votes of Members present at
a membership meeting shall be sufficient to approve any action
allowed by Membership vote. Members shall have the right to vote in
any and all actions as provided for in these articles only after
having fully paid and vested membership for at least three months,
and having attended at least three meetings as recorded by the
Secretary and Treasurer.
Article 7: Security of
Information
The mailing, email and membership lists are
strictly confidential. Only the TransCentralPA Board of Directors
shall be permitted access to the lists, except in response to
judicial process. Any abuse of Membership information will result in
the immediate expulsion of the person responsible and possible civil
action.
Article 8: Relationship
with other Organizations
TransCentralPA shall endeavor to maintain and
encourage good relations with other organizations within the gender
community. Affiliation with other independent gender support groups
is permitted upon affirmative vote of a majority of the Board of
Directors.
Article 9: Amendments to
These By-laws
Amendments to these By Laws are enacted by
two-thirds of the Members present at any Membership meeting that
constitutes a Quorum. A quorum shall be present if at least one half
(1/2) of the Voting Members are present.
A. Severability: If any provision of
these By-Laws is held to be illegal, invalid or unenforceable by act
of law, regulation and/or court decision, such provision shall be
fully severable and these By-Laws will remain in full force and
effect as if the unenforceable provision had never been included.
**These bylaws were originally adopted on
October 21, 2007 by the initial Board of Directors, and ratified by
a Membership vote on November 3, 2007.
