By-Laws of the TES Association
These by-laws of the TES Association are in conformity with New York State law.
ARTICLE I – OFFICES
The principal office of the TES Association shall be in the City of New York, County of New York,
in the State of New York. The TES Association may also have offices at such other locations as
the Board of Directors deems necessary and as the business of The TES Association may
require.
ARTICLE II – PURPOSES
The purposes for which the TES Association has been organized are as follows:
1. To further the principles stated in the TES Association Creed, as it may be amended from
time to time, which is annexed hereto and incorporated by reference as if fully set forth
herein.
2. To provide opportunities for people who subscribe to the TES Association Creed to meet and
discuss matters of mutual interest.
3. To support any other activities which will promote or promotes the above enumerated
purposes.
ARTICLE III – MEMBERSHIP
1. Qualifications: Any person who has attained the age of nineteen and who subscribes to The
TES Association Creed may apply for membership. Certain events may be limited to those
persons age twenty-one or older depending on federal, state and/or local laws. The Society
does not discriminate on the basis of race, national origin, religion, gender, or sexual
orientation.
2. Application: Any person desiring membership must make application in writing on a duly
prescribed form, obtainable from the secretary or any Board member, which sets forth the
applicant’s name, date of application and a statement certifying that the applicant is over
nineteen years of age, expressly consents to receive sexually oriented material, and supports
the TES Association Creed. Every applicant must sign the application with her/his legal
name but may designate an alias for mailing or social purposes.
3. Review and Rejection of Application: The Secretary, or a designated assistant approved by
the Board, shall review all applications to determine that persons applying for membership
meet membership criteria. If an applicant is rejected, she/he may reapply after the expiration
of thirty days, except where rejection is based on age. In that case, the applicant must wait
until her/his age qualifies.
4. Confidentiality: All applications and lists of members are confidential and are not to be
released to the public or to the membership at large. The Secretary, or a designated
assistant approved by the Board shall keep these records confidential, except where the
Board of Directors needs access to a member’s address or telephone number.
5. Suspension or Revocation of Membership: Any member shall be subject to suspension of
voting privileges, suspension of social event privileges, and/or disqualification from the TES
Association for:
A. Failure to pay dues as herein provided; or
B. Failure to respect the interests of the TES Association and rights of others in the
Association, such as, but not limited to, the disruption of Association functions or
violations of the Creed.
6. Procedures for suspension, Revocation, or Denial of Membership: Said suspension,
revocation of membership, or denial of application for membership shall only take place after
a vote of the Board. This vote must be by two-thirds (2/3) of an absolute majority of the
Board. The alleged offending party shall have the right to appeal to the Grievance
Committee, an ad hoc committee. The committee will consist of one member selected by the
Board, one member selected by the allegedly offending party and an Arbiter, who shall be
elected annually by the membership at large (that is all members in good standing).
ARTICLE IV – MEMBERSHIP – MEETINGS AND VOTING
1. Membership Meetings: There shall be two membership meetings, one in October, and one in
April of each year. The annual Membership meeting and election of Directors, Arbiter, and
the Parliamentarian shall take place at the October meeting. The time and location shall be
published no less than thirty (30) days prior to said meeting.
2. Special Meetings:
A. Special meetings of the Board of Directors may be called whenever necessary, upon one
day oral notice to all Board members, to handle emergency business. When
Eulenspiegel emergency business is handled by a special meeting or by mail, telephone
or other electronic media, the motion(s) shall be inserted into the Board of Director’s
minutes at the next official Board meeting for publication in the Newsletter.
B. Special meetings of the membership at-large can be called by the Board of Directors or
by a petition containing the signatures of at least ten percent of the Membership at-large.
The notice of the time and location of the special meeting shall be mailed to all members
no less than thirty days prior to said meeting.
3. Record Date: A member must be on the membership rolls for thirty days before she/he is
entitled to vote at any meeting of the membership or on any adjournment thereof.
4. Proxies: Every member who is entitled to vote at a meeting of the membership may
authorize another person to act for her/him by proxy.
A. An appropriate proxy form shall be drafted by the board and included with notice of each
election, to be sent to each member in good standing. All proxies must be in writing and
dated and are subject to verification by the Board of Directors.
B. All proxies must be mailed to the current mailing address of the TES Association by first
class mail and must be received no later than seventy-two hours prior to the date of the
vote, or presented in person by the signor of the proxy at the meeting.
C. No instrument appointing an individual as a proxy may be valid after the expiration of
eleven months or a shorter period if the proxy so provides.
D. All proxies are revocable at the pleasure of the member executing it or as provided by law.
E. No member shall use the Newsletter or any other Association publication to solicit
proxies.
5. Quorum, Number for Quorum: Quorum of membership shall be either ten percent of the total
membership, or 100 members, whichever number is lower at the time the meeting is called to
order. Proxies may also form part of the total for quorum.
6. Votes: Resolutions may be carried by a simple majority of those voting. Amendments of the
By-laws may be carried by a vote of two-thirds of those voting. Directors, Arbiter and
Parliamentarian shall be elected by plurality, provided the candidate receives votes from at
least 20% of the members voting.
ARTICLE V – DUES AND FEES
1. Regular: Members shall be assessed a one-time enrollment fee and annual dues to be set
by the Board of Directors. In addition, members shall be charged a publications subscription
fee, unless the member is part of a household which has already paid the annual subscription
fee. The publication subscription fee entitles the member to receive a regular Newsletter and
such other publications as they are produced by the Association in the ordinary course of
business, as determined by the Board of Directors.
2. Special: Membership may be purchased in advance at a discount for two years, five years,
or lifetime duration at an amount set by the Board of Directors.
ARTICLE VI – DIRECTORS
1. Management of TES ASSOCIATION: A Board of Directors, which shall consist of the
Parliamentarian and 9 voting members, elected according to the proceedings set forth at
length herein, shall administer TES ASSOCIATION. The office of Treasurer and Secretary
shall be deemed two slots of the elected Board of Directors.
2. Election and Terms: At the annual meeting the members shall elect four Directors to hold
office for the subsequent two years and one Director for the subsequent year. Each Director
shall hold office until the expiration of the term for which she/he was elected or until a
successor has been elected and shall have qualified or until her/his prior resignation or
removal.
3. Quorum: Quorum is deemed to be five for all purposes.
4. Nominations: All intentions to run for the Board of Directors, Arbiter, or Parliamentarian must
be submitted in writing by letter of the nominee to the Secretary of TES ASSOCIATION at
least sixty days in advance of the annual membership meeting. An individual must have
been a member of the Society for a period of at least one year in order to place his/her name
in nomination. An individual may run for no more than one position (Arbiter, Board, or
Parliamentarian) at a time.
5. Removal of Directors: Any or all Directors may be removed for cause by a simple majority
vote of the members in attendance at a bona fide membership meeting, or by a two-thirds
vote of the Board of Directors. Directors may be impeached without cause by a vote passed
by a majority of the entire membership.
6. Vacancies: A director may resign at any time by giving written notice to any Board member.
The resignation will take effect upon the tendering of said resignation and notification to all
Board members. Vacancies shall be filled at the next regularly scheduled Board meeting
providing the resignation has been tendered no less then 14 days before the Board meeting;
otherwise the appointment shall be delayed until the Board Meeting thereafter. The
appointment shall be a pro tempore appointment until the annual membership meeting and
must be by a vote of the majority of the Directors then in office.
7. Action of the Board: Assuming a quorum is present, the vote of a majority of the Board of
Directors shall be deemed an act of the Board, except for removal of a Director, which is set
forth in Article III (Section 5), Article III (Section 6), and Article VI (Section 5). Each Director
has one vote.
8. Notice of Open Board Meetings: The Board may hold meetings at such times and places as
it may, from time to time, determine and shall provide notice of such at least thirty days prior
to said meetings. Board meetings will be open to all members. Adjournments of Board
meetings do not require a quorum. All Board Meetings will be conducted in accordance with
Robert’s Rules of Order.
ARTICLE VII – OFFICERS
The Board will appoint those officers required by law.
ARTICLE VIII – GRIEVANCE COMMITTEE, EMERITUS BOARD, PARLIAMENTARIAN
1. Grievance Committee: Any member shall be entitled to place a grievance on the agenda for
discussion, if it is given to any Board member in writing at least fifteen (15) minutes prior to
an open Board meeting. The grievance will be addressed that evening when possible or
tabled for further action by a majority vote of the Board members present. If the member
does not receive satisfaction, she/he may submit the matter to the Grievance Committee as
described in Article III, Paragraph 6.
2. Emeritus Board: There shall be an Emeritus Board comprised of TES Association members
in good standing who have been elected to the board of directors for at least five (5) years,
which need not be continuous. This position is automatically conveyed upon completion of 5
years of board service and shall not confer any special benefits save that of acknowledgment
of position once held. Emeritus board members are deemed to hold an advisory position in
the association and shall have a voice, but no vote, at all board meetings.
3. Parliamentarian: A Parliamentarian will be elected annually by the general membership at
large. The parliamentarian’s responsibilities will be to prepare an agenda and in general
function as the presiding officer at all boards meetings. In the event that the parliamentarian
is not present at a meeting, the secretary will call the meeting to order and a chair will be
appointed from the board to serve as chair for the duration of the meeting or until the
parliamentarian arrives. In the event the parliamentarian resigns or is removed from office,
the position will be filled at the next board meeting by a vote of the majority of Directors then
in office and shall be a pro tempore appointment only until the annual membership meeting.
ARTICLE IX -AMENDMENTS
The Bylaws may be amended or repealed by the members as set forth herein:
1. Method: Proposed bylaws changes must be submitted in writing by members to the Bylaws
Committee no less than 90 days before the annual Membership Meeting. Bylaws shall only
be voted on in conjunction with the annual membership meeting and elections unless a
change to the Bylaws is immediately required by state or federal law.
2. Notification: The Bylaws Committee, with the assistance of the Board of Directors, will
publish the text of the proposed bylaw change to the membership by mail/email no less than
60 days before the annual Membership Meeting. Included with said notification shall be an
explanation of the proposed bylaw change and a call for discussion.
3. Discussion: The Bylaws Committee, with the assistance of the Board of Directors, shall
publish at least one mailing to the membership, in which members will have the opportunity to
discuss the proposed change. This mailing may coincide with the mailing of ballots defined in
Article IX, Section 4.
4. Ballots: The Bylaws Committee, with the assistance of the Board of Directors, will again
publish the text of the proposed bylaw change to the membership by mail no less than 30
days before the annual Membership Meeting. Ballots will be provided with this mailing.
Ballots completed by members in good standing must either be mailed by first class mail to
the current mailing address of the TES Association and be received no later than 72 hours
before said Membership Meeting, or presented in person by the respective member at said
Meeting.
5. Voting: For the bylaw change to be passed, quorum must be reached by counting absentee
ballots and members present at the meeting and the amendment must be approved by 2/3 of
the members voting.
ARTICLE X – GENERAL MEMBERSHIP MEETINGS
General Membership meetings of the Association will be governed by Robert’s Rules of Order.
Last Updated: 07 December 2013
Don W, Chair, By-Laws Committee
Incorporates the following approved amendments:
2013:
– No amendments were approved.
2012:
# 39 – October Annual Meeting
# 40 – Abolish the January Membership Meeting
# 41 – 20% minimum vote for election of officers