Erie Torch Club Bylaws

BY-LAWS OF THE
TORCH CLUB OF ERIE PENNSYLVANIA
Adopted September 3, 2014

ARTICLE 1 – NAME

Section 1. Name

The name of this organization shall be The Torch Club of ERIE PENNSYLVANIA, a member of the International Association of Torch Clubs, Incorporated.

Section 2. Charter

This Club hereby ratifies and agrees to be bound by the Constitution of the International Association of Torch Clubs, Incorporated, and the lawful acts of its Board of Directors.

ARTICLE 2 – PURPOSE

Section 1. Purpose

The primary purpose of this Club shall be to give members of the learned professions an opportunity to meet in the spirit of fellowship, expand their knowledge, develop a breadth of thought and culture, and foster the highest standards of professional ethics and civic well-being.

ARTICLE III – MEMBERSHIP

Section 1. Qualifications of Members

This Club may admit to membership only professional persons who meet the following qualifications:
(a) Who are members in good standing (either retired or active) in any of the commonly recognized professions pursued by a person in a recognized professional manner.
(b) Who in the judgment of the local club satisfies the following Torch criteria of a truly professional person:
1) Has a recognized professional degree from an accredited school, or are professionally recognized to have an acceptable equivalent in training and experience.
2) Has pursued work that requires a mastery of some area of knowledge and skills, the exercise of judgment and assumption of individual’s responsibility, as opposed to the carrying out of essentially routine procedures.
3) Has maintained standards of competence and integrity in professional practice.
(c) Who are interested in Torch activities and able and willing to contribute to club programs, and who are known to be intellectually alert, socially companionable and financially responsible.

Section 2. Number of Members

The number of active members shall be limited to 90 except as it may be necessary to extend this limit in order to admit transfers from other clubs.

Section 3. Number of Professions

The Board of Directors shall encourage professional diversity in the membership.

Section 4. Type of Members

All members of this Club, except those who have honorary lifetime status as provided by the Constitution of the Association, shall be active, dues-paying members. Also as provided by the IATC By-Laws this Club may admit others.

Section 5. Election to Membership

Each applicant for membership shall be proposed by an active member in good standing, who shall present the name of said applicant and the applicant’s record to the chairman of the Membership Committee. The applicant may thereafter be admitted by recommendation of two thirds (2/3) of the Membership Committee. Each application must be accompanied by the membership fee and the current annual dues.

ARTICLE IV – FEES AND DUES

Section 1. Membership Fee

The initial membership fee shall be set by and payable to the Erie Torch Club.

Section 2. Annual Dues

The local and international annual dues (January 1 through December 31) shall be set by the Board of Directors and by the International Association respectively.

ARTICLE V – MEMBERSHIP RESPONSIBILITIES

Section 1. Non-Payment of Dues

Any person who shall be in arrears for dues for one year shall cease to be an active member of the Club. However, upon application and at the discretion of the Board of Directors, the person in arrears may be reinstated upon payment of all current dues.

ARTICLE VI – OFFICERS AND ELECTIONS

Section 1. Officers

The officers of the Club shall be a president, a vice-president, a secretary and a treasurer. All officers shall be elected for two-year terms. A person shall serve in an office for no more than three consecutive terms but may be reelected at a later date.

Section 2. Board of Directors

The Board of Directors shall consist of the officers, who shall act in similar capacities for the Board, the chair of each committee, and the immediate past president. They shall meet in August and at such times as the President may find it necessary to call them together.

Section 3. Time of Election

The officers shall be elected biennially in even years in September.

Section 4. Nominations

The President shall, no later than the June meeting, appoint a Committee to make nominations for the offices, their report to be made to the Club members through the secretary when the notices for the September meeting are sent to said members. Additional nominations may be made from the floor by members at the September meeting.

Section 5. Election

Vote shall be by show of hands/ballot at the September meeting upon the nominations made, a majority vote of the members present and voting shall suffice for election. The newly elected officers and directors shall assume office at the October meeting. Proxies will be allowed.

Section 6. Vacancies

Any vacancies in the Board of Directors or among the officers occurring during the year shall be filled by a majority vote of the remaining members of the Board of Directors, and the person such selected will fill the unexpired term of that office until the next general election. An appointed term shall not count as one of the consecutive terms.

Section 7. Quorum for Board of Directors

Four directors shall constitute a quorum for the transition of business not otherwise specified herein.

Section 8. Powers of the Board of Directors

All matters of business pertaining to the Club, except such as may be herein reserved to the membership at large or to the officers, shall be vested in the Board of Directors.

Section 9. Duties of Officers

The duties of the officers shall be those usually incumbent upon such positions. For further guidance see the latest Torch Club of Erie Handbook.

Section 10. Indemnification

A member of the Board of Directors shall not be personally liable for monetary damages such as for any action taken, or failure to take action as long as said officer was acting in good faith and within the fiduciary responsibility of their office.

ARTICLE VII – COMMITTEES

Section 1. Committees

Each incoming president shall announce at the October meeting their appointments to the following standing committees for the ensuing two years:
(a) Membership Committee
(b) Program Committee
The Vice-President shall be the Chair of the Program Committee

Section 2. Duties

The duties of these committees shall be those usually incumbent upon such committees. For further guidance see the Torch Club of Erie Handbook.

ARTICLE VIII – MEETINGS

Section 1. Regular Meetings

The regular meetings of this club shall be held on the first Wednesday of each month, except during August, and January, at such a time and place as the Board of Directors may decide.

Section 2. Annual Meeting

The biennial meeting for the election of officers and the receipt of yearly reports of the officers and committees shall be the regular meeting in May. Prior notice in writing shall be mailed, emailed, or texted to each member by the Secretary at least 7 days before the meeting.

Section 3. Special Meetings

The President may call a special meeting at any time. Upon written request from at least one fifth (1/5) of the members, the President must call a special meeting.

Section 4. Quorum

A quorum shall consist of at least one-third (1/3) of the active members of the Club.

Section 5. Rules of Order

The latest edition of Robert’s Rules of Order shall govern in all parliamentary practice not otherwise covered by the Constitution of the International Association of Torch Clubs or by these By-Laws.

ARTICLE IX – RESOLUTIONS
It is one of the objects of the Club to encourage entire freedom of discussion and expression of opinion but the Club as such shall not attempt by resolutions or otherwise to take public position with respect to any political, social, or religious issue. The Club shall not endorse, nor obligate any Club member to endorse any social, civic, or charitable drives or candidates for office. Club members should refrain from quoting fellow members outside Club meetings.

ARTICLE X – AMENDMENTS
These By-Laws may be amended by two-thirds (2/3) vote of the members present and voting at any regular meeting of the Club, provided notice in writing of the proposed amendment shall have been issued to all members at least ten (10) days prior to the meeting and a quorum is present.

Article XI – DISSOLUTION

Section 1. Existence

This Club will remain in existence as long as there are twenty Active Members in good standing.
Section 2. Distribution of Assets
Upon dissolution, the Club's assets, after settling arrears with the IATC and other creditors, will be distributed per the desires of the remaining Active Members.

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