ARTICLE I - Name
The name of this organization shall be Tree Care Industry Association, Inc. (hereinafter referred to as “the Association”) - a not-for-profit corporation, incorporated under the laws of the State of Ohio.
ARTICLE II - Purpose
The Association is established to bring together persons or entities engaged in the profession of or support of commercial arboriculture; to encourage sound principles of business; and to strive in every practical way to promote the best interests of the members.
ARTICLE III - Governance
SECTION 1 - BOARD OF DIRECTORS
The governing body of the Association shall be the Board of Directors. The Board of Directors shall consist of three (3) Board elected Officers (Chair, Vice Chair, and Senior Director); seven(7) member-elected, At-Large Directors, including one (1) from the Associate Membership; and the President of the Association. The President of the Association shall serve as Secretary of the Association and as an ex-officio non-voting member of the Board of Directors. The Senior Director shall serve as Treasurer of the Association.
The Board of Directors shall formulate and set policy, establish Association goals and direction, provide oversight, make decisions that represent the best interests of the membership and select a President to manage the daily affairs of the Association. The Board of Directors shall also control the property of the Association, establish dues, approve the Association’s budget, and propose bylaws amendments.
Section 1.1. Duties of the Chair
The Chair shall have general supervision of the Association’s affairs. He/She shall preside over all meetings of the Board of Directors and the Annual Business Meeting of the Association. The Chair shall convene regular meetings of the Board of Directors whenever, in his/her opinion, the affairs of the Association demand a Board meeting, or when three or more Directors request a Board Meeting. Meetings of the Board of Directors may be held through the use of any communications equipment if all persons participating can hear each other, and participation in a meeting pursuant to this provision shall constitute presence at the meeting.
The Chair may also convene a special business meeting of the Association upon written request of five percent of the eligible voting membership. The Chair, in cooperation with the Board of Directors, shall determine what matters may come before the Annual Business Meeting of the Association. The Chair shall also appoint the Chairs of all the Committees, with Board approval , and shall be a member of all committees.
Section 1.2 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 appoints the Vice Chairs of the Committees, with the approval of the Board of Directors.
Section 1.3 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. The Senior Director is the Treasurer of the Association. 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 Association expense for an amount deemed advisable at the time of service.
Section 1.4 Duties of the President
The Board of Directors shall employ a President and enter into a contract covering terms of said employment. The President shall be bonded at Association expense for an amount deemed advisable at the time of service; 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 President will also serve as Secretary of the Association and the Board of Directors keeping minutes of all proceedings; conducting all official correspondence of the Association; issuing notices of all meetings; and keeping a record of all meetings. In addition, the Secretary shall be custodian of all Association records, reports, papers, and electronic files.
SECTION 2 - NOMINATIONS
The Nominating Committee shall annually submit a call for candidates for the Association’s Board of Directors and carry out the nominations process. The Associate Member Advisory Committee will submit a call for the Associate Member Director and carry out a selection process to fill this position.
Section 2.1 At-Large Directors
The Committee shall submit to the Board of Directors not less than two candidates per vacant At-Large Director position. The Board will vote on the proposed candidates and will present one nominee per vacant At-Large Director position to the membership. The names of all such nominees shall be mailed to the members for a vote.
Section 2.2 Senior Director
The Nominating Committee will also submit to the Board of Directors not less than two candidates for the position of Senior Director. To be eligible for the position of Senior Director, the Board member must be a current Board member.
When there are limitations on the number of eligible, qualified, and interested Senior Director candidates, the Nominations Committee may submit only one name to the Board.
SECTION 3 - ELECTIONS
Section 3.1 At-Large Directors
Elections of At-Large Directors shall be held annually by mail, facsimile, electronic mail, or on-line ballot. Election will be by a majority vote of those voting. Not more than one member of the Board of Directors shall be from the same proprietorship, firm, partnership, corporation or other entity at any given time. Only one member of the Board of Directors may be from the Associate Membership.
Section 3.2 Senior Director
The Board of Directors will annually elect, by written ballot, a Senior Director from those eligible proposed candidates submitted by the Nominating Committee. The Senior Director will then automatically succeed to the offices of Vice Chair and Chair of the Association in succeeding years.
SECTION 4 - TERMS
The Chair, the Vice Chair, and the Senior Director will serve a one-year term in each office held. Each of the At-Large Directors from the Active and Associate Membership shall hold office for at least one three-year term. No At-Large Directors shall serve more than two three-year terms consecutively as an At-Large Director. Directors appointed to serve the unexpired term of an At-Large Director shall be eligible to serve two full terms.
SECTION 5 – VACANCIES
Section 5.1 At-Large Directors
The Board of Directors may appoint an At-Large Director to fill a vacancy, or may leave the position vacant, until the next regular election.
Section 5.2 Senior Director
The Board of Directors will convene the Nominating Committee and will follow the process outlined in the bylaws regarding election of a Senior Director.
Section 5.3 Chair or Vice Chair
A vacancy in the position of Chair or Vice Chair will be filled by the Vice Chair or Senior Director, respectively. A position left vacant as a result of such a succession will be filled based on the procedure outlined in the bylaws for that position.
SECTION 6 - QUORUM
Two-thirds of the duly elected Board of Directors shall constitute a quorum. In absence of a quorum, the Board will adjourn until a later date.
SECTION 7 – INDEMNIFICATION
The corporation shall indemnify and save harmless directors, officers, employees, and agents to the maximum extent possible under the laws of the state of Ohio and in accordance with the applicable provisions of the Ohio nonprofit corporation law.
ARTICLE IV - Committees
The Association shall have Standing Committees and other committees as appointed by the Chair.
SECTION 1 - STANDING COMMITTEES
The Standing Committees of the Association shall be:
1. Finance Committee
The Finance Committee is composed of the Chair, Vice Chair, Senior Director (Treasurer), and the President. 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.
2. Nominating Committee
The Nominating Committee is composed of the Senior Director serving as Chair of the Committee; the Vice Chair of the TCIA Board of Directors; and annually, a Board-appointed TCIA member-at-large (not a current Board member.) Article III, Section 2 of the Bylaws outlines the responsibilities of this committee.
3. Awards Committee
The Awards Committee is composed of the three most recent past Association Chairs. Its responsibilities include: reviewing TCIA Award of Merit nominations and recommending recipients to the Board of Directors for approval; and administering other Awards programs as requested by the Board.
ARTICLE V – Membership
SECTION 1- APPLICATION
Admission of members is subject to approval by the Board of Directors after application and receipt of proof of appropriate insurances.
SECTION 2 - ACTIVE MEMBERSHIP
Active Membership is limited to proprietorships, firms, partnerships, corporations, or other entities that are engaged in the profession of commercial arboriculture. Active members pay dues, may vote, and may hold office.
SECTION 3 - AFFILIATE MEMBERSHIP
Affiliate Membership is limited to proprietorships, firms, partnerships, corporations or other entities physically located outside the United States that are engaged in the profession of commercial arboriculture. Affiliate members pay dues, may not vote, nor hold office.
SECTION 4 - ASSOCIATE MEMBERSHIP
Associate Membership is limited to proprietorships, firms, partnerships, corporations or other entities whose primary activity is the manufacture of a product or whose primary activity is the distribution of services or products not of their own manufacture related to, or of benefit to, the practice of commercial arboriculture. Associate members pay dues, may vote, and one will serve on the Board of Directors.
SECTION 5 - PRIVILEGED MEMBERSHIP
The Board of Directors may extend Privileged Membership, upon approval at a Board Meeting, to any representative of an Active or Associate Member who is retired or retiring from the commercial arboriculture profession. Privileged members pay dues, may not vote, nor hold office.
SECTION 6 - HONORARY MEMBERSHIP
Honorary Membership may be granted and shall be confined to individuals who have made material contributions to the advancement of commercial arboriculture through research, field practice, invention, or literature. The granting of Honorary Membership shall be made upon recommendation of the Board of Directors and a two-thirds vote of approval at the Annual Business Meeting. Honorary Members do not pay dues, may not vote, nor hold office.
SECTION 7 - STUDENT MEMBERSHIP
Student Membership is limited to full-time students in arboriculture, urban forestry, and ornamental horticulture programs at accredited vocational educational institutions, two-year community colleges or four-year colleges and universities. Student members do not pay dues, may not vote, nor hold office.
SECTION 8 - TERMINATION
Any Member ceasing to meet the eligibility requirements for Membership, as set forth in these Bylaws, shall be dropped from the roll of membership.
Section 8.1 Termination for Cause
Any member of the Association may be terminated for cause by a vote of two-thirds of the Board of Directors. Sufficient cause for termination shall be: (i) non-payment of dues and such assessments as may be regularly voted by the Board of Directors; (ii) violation of any of the provisions of the Bylaws of the Association or of any agreement, rule or practice properly adopted by the Association; or (iii) unprofessional conduct or any other conduct determined by the Board of Directors to be detrimental to the interests of the Association.
Section 8.2 Procedure for Termination
If written and signed communication by an active member, including by one or more members of the Board of Directors, is addressed to the Association, charging any member of the Association with any conduct constituting cause for termination, then the Board of Directors may, at its discretion, consider the atter. If the Board of Directors decides to take further action, the President shall send a notice containing a copy of the charges and the hearing date to the accused member at least thirty (30) days prior to the scheduled hearing date; taking all reasonable measures to ensure that the accused receives such charges. At the hearing, the member shall be entitled to appear before the Board of Directors and be heard, whereupon the Board of Directors shall take such further action as it may deem proper.
ARTICLE VI – Membership Dues
Dues for all member classifications shall be set by the Board of Directors at its discretion. The current dues structure shall be published annually. Dues will be billed annually from the membership anniversary date and are payable upon receipt of invoice.
ARTICLE VII – Rules of Order
The rules contained in the most current edition of Robert’s Rules of Order Newly Revised shall govern the Association, the Board of Directors, and committees, in all cases to which they are applicable, and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt.
ARTICLE VIII - Meetings
SECTION 1 - ANNUAL BUSINESS MEETING
The Annual Business Meeting of the Association shall be held on a date as may be determined by the Board of Directors. The Annual Business Meeting will include a report of the State of the Organization, including finances, and any business which is required to be brought before the membership.
SECTION 2 - SPECIAL MEETINGS OF THE MEMBERS
Special Meetings may be called by the Board of Directors or by the Chair on written request of five (5) percent of the eligible voting membership. Only that business as outlined in the call of a Special Meeting shall be considered. Notices of all meetings shall be sent to each Member at least two weeks in advance of any scheduled meeting.
SECTION 3 – BOARD MEETINGS
The three meetings of the Board of Directors will be announced in advance to the membership, providing members an opportunity to attend.
SECTION 4 - QUORUM
The presence of five percent of the eligible voting membership shall constitute a quorum.
ARTICLE IX - Fiscal Year
The fiscal year of the Association shall be set by the Board of Directors.
ARTICLE X - Amendments
These bylaws may be amended by mail, facsimile, electronic mail, or on-line ballot by 10% of the eligible voting Active and Associate membership, with the majority of those voting affirmatively. Such amendments must have been:
1. Recommended by the Board of Directors;
2. Published to the Members with 30 days to comment;
3. Approved by two-thirds of the Board of Directors after the Board has reviewed the comments;
4. Sent to the eligible voting membership with ballots providing for not less than 30 days from the date of mailing or distribution of the notices for ballots to be received; and
If fewer than 10% of the eligible voting membership submit ballots, the proposal will be deferred to the next Annual Business Meeting. Passage at the Annual Business Meeting requires a two-thirds affirmative vote of the Active and Associate Members present and voting. Following the vote, the Secretary of the corporation shall mail a copy of the amendment to each eligible voting member.