Nine (9) By-Laws Amendments have been received for the October 2024 Elections/ Annual Membership Meeting.
Note: Any election changes (such as number of members, terms, etc.) would take effect for the 2025 Membership Meeting / Election.
#65: Title: Elect Arbiter to a 2-Year Term (was 1 year)
ARTICLE III – MEMBERSHIP (Section 6):
Purpose: Simplify by making all terms two years.
Original Wording: …and an Arbiter, who shall be elected annually by the membership at large.
Amended Wording: …and an Arbiter, who shall be elected for a two-year term by the
membership at large.
#66: Title: Require E-mail Proxies to be Submitted 72 Hours Before Meeting
ARTICLE IV (Section 4, Subsection 3):
Purpose: Simplicity and consistency.
Original Wording: Proxies may be submitted by e-mail so long as they come from the
member’s e-mail address on record and fulfill all the other proxy requirements.
Amended Wording: Proxies may be submitted by e-mail so long as they come from the
member’s e-mail address on record and fulfill all the other proxy requirements. Proxies
submitted via email must be submitted 72 hours prior to the date of the vote.
#67: Title: Allow Board Solicitation of Restricted Proxies
ARTICLE IV (Section 4, Subsection 6):
Purpose: There may come a time when a bylaw amendment or motion is so urgent the org needs to solicit proxies. Restrict the types of proxies that can be submitted to limit potential for abuse.
Original Wording: No member shall use the Newsletter or any other Association publication to solicit proxies
Amended Wording: No member shall use the Newsletter or any other Association publication
to solicit unlimited proxies.
#68: Title: Reduce Voting Board Size to 7 Members (from 9)
ARTICLE VI – DIRECTORS (Section 1):
Purpose: Reduce the size of the Board to make administration less clunky, while still
maintaining a large enough Board to reflect some of the diversity in our community.
Original Wording: 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.
Amended Wording: A Board of Directors, which shall consist of the Parliamentarian and 7
voting members, elected according to the proceedings set forth at length herein, shalladminister TES ASSOCIATION.
#69: Title: Elect All Board Members to a 2-Year Term (Eliminate 1-Year Terms)
ARTICLE VI – DIRECTORS (Section 2):
Purpose: Eliminate one year terms for simplicity and clarity.
Original Wording: At the annual meeting the members shall elect Directors to any open seats.
An open seat is any seat on the Board of Directors in which the previous Director’s term has
expired, or which was filled by appointment since the last election. The four candidates
receiving the highest vote totals in this election shall be elected to hold office for the subsequent
two years. Open seats beyond these four shall be filled for the subsequent year by the
candidate receiving the next highest vote total, and so on until either all seats are filled or the
pool of eligible candidates is exhausted.
#70: Title: Reduce Board Quorum If Less Than 5 Board Members
ARTICLE VI – DIRECTORS (Section 3):
Purpose: Should the Board of directors drop below 5, this provision complicates appointments
and arguably contradicts state law on what should happen with emergency appointments.
Original Wording: Quorum is deemed to be five for all purposes.
Amended Wording: Quorum is deemed to be five for all purposes or a majority of the Board of
Directors then in office should the number of Directors then in office drop below five.
#71: Title: Limit Board Membership to Residents Within 75 Miles of Grand Central Terminal
Original Wording: to restrict eligibility for Board positions to people living in the geographic region around New York, NY. More specifically, limiting it to individuals who have established and maintained permanent residence within 75 miles of Grand Central Station, NYC for at least three (3) months before applying for a seat on the board.
#72 Title: Only Count Present Board Members in Votes
ARTICLE VI – DIRECTORS (Section 5):
Purpose: Give the Board some flexibility if the numbers ever dropped below 5.
Original Wording: Assuming a quorum is present, the vote of a majority of the Board of
Directors shall be deemed an act of the Board…
Amended Wording: Assuming a quorum is present, the vote of a majority of the Board of
Directors then in office and present shall be deemed an act of the Board
#73 Title: Board Member Accountability to the Membership
Purpose: To encourage transparency and accountability, and to demonstrate to the membership that their elected or appointed Board Members are committed to the organization and to the promises made while running for election/appointment.
Original Wording: Each member of the board shall submit a semi-annual report detailing their individual contributions to the organization, committee chair roles, board meeting and BoD (Board Member on Duty) attendance, and general TES-related activities in the past 6 months. A set of reports will be available to the membership 2 weeks prior to each Membership Meeting. After the October Membership Meeting and election, the new board shall determine an appropriate template for communicating this information to the membership.