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:

To further the principles stated in the TES Association Creed (https://www.tes.org/tes-creed), as it may be amended from time to time, which is annexed hereto and incorporated by reference as if fully set forth herein.
To provide opportunities for people who subscribe to the TES Association Creed to meet and discuss matters of mutual interest.
To support any other activities which will promote or promotes the above enumerated purposes.

ARTICLE III – MEMBERSHIP

Qualifications: Any person who has attained the age of Eighteen (18) 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. TES is committed to ensuring that no person is excluded from participation in, or denied the benefits of, or subjected to discrimination in the delivery of its services, activities, or events on the basis of race, color, national origin, age, sex, religion, gender identity, disability, or any other category protected by federal, state, or city law.
Application: People 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 Eighteen (18) years of age, expressly consents to receive sexually oriented material, and supports the TES Association Creed. All applicants must sign the application using their legal name but may designate an alias for mailing or social purposes.
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, the applicant may reapply after the expiration of thirty days, except where rejection is based on age. In that case, the applicant must wait until their age qualifies.
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.
Suspension or Revocation of Membership: Any member or attendee of TES Association functions shall be subject to sanctions including, but not limited to: suspension, in part or in whole, of membership privileges, suspension of social event privileges, and/or disqualification from the TES Association for:
1. Failure to pay dues as herein provided; or
2. 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.
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 aggrieved 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. The Arbiter shall determine the timetable for the Grievance proceedings and shall render the final decision of the Grievance Committee, which shall be binding on all parties. The Arbiter’s term shall be extended until the conclusion an ongoing grievance action. The Arbiter shall limit their volunteer commitment to the organization to minimize the potential for conflicts of interest. At the beginning of each new Arbiter’s term, prior to assuming any other duties, the Arbiter shall appoint a second, who shall act in the Arbiter’s stead in the event that the Arbiter needs to recuse them self from a particular grievance, or if they should otherwise become unavailable, whether temporarily or for the remainder of their term. Such a second shall be confirmed by a majority of the Board of Directors.

ARTICLE IV – MEMBERSHIP MEETINGS AND VOTING

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. The board of directors or its designated representative(s) may approve and implement a suitable electronic voting platform for annual elections.
Special Meetings:
1. 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.
2. 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.
Record Date: Members must be on the membership rolls for thirty days before they are entitled to vote at any meeting of the membership or on any adjournment thereof.
Proxies: Members who are entitled to vote at a meeting of the membership may authorize another person to act for them by proxy.
1. 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.
2. 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.
3. 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.
4. 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.
5. All proxies are revocable at the pleasure of the member executing it or as provided by law.
6. No member shall use the Newsletter or any other Association publication to solicit proxies.
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.
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. If, in any election, the number of candidates for a given position is less than or equal to the number of positions available, this threshold is increased to 50% of the members voting.

ARTICLE V – DUES AND FEES

Regular: Members shall be assessed a one-time enrollment fee and annual dues to be set by the Board of Directors with exceptions to be decided by the Board or its representatives in the Standing Rules or on an ad hoc basis, including (but not limited to) for reasons of financial hardship or noteworthy service to the TES organization and its community. 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.
Length: 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.
Other Fees: The Board of Directors or its designated representatives shall have the power to set fees for TES Association-sponsored events, merchandise, or other services.

ARTICLE VI – DIRECTORS

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. The Board of Directors hold executive authority within the organization. All organizational powers not specifically granted or delegated to individual officers in these governing documents are reserved to the Board.
Election and Terms: 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. In the event of a tie vote that would leave in question either the length of the terms allocated, or the determination of which candidate(s) are seated to any elected position, the outcome shall be decided by random draw. Directors shall hold office until the expiration of the term for which they were elected or until a successor has been elected and shall have qualified or until their resignation or removal.
Quorum: Quorum is deemed to be five for all purposes.
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 their name in nomination. An individual may run for no more than one position (Arbiter, Board, or Parliamentarian) at a time.
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.
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.
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.
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.
Running the Meeting: By default, meetings of the TES Board of Directors shall be run in accordance with the current edition of Robert’s Rules of Order. The Board can choose to adopt a different set of rules by 2/3 vote of all Directors at the first Board meeting following the fall membership meeting, or at any other time that the Parliamentarian chooses to allow such a vote. Such alternate rules will remain in place until the first Board meeting following the next annual membership meeting or until rescinded by a 2/3 vote of all Directors. The Board shall make such rules available to the membership.

ARTICLE VII – OFFICERS

The Board will appoint those officers required by law.

ARTICLE VIII – GRIEVANCE COMMITTEE, EMERITUS BOARD, PARLIAMENTARIAN

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 they may submit the matter to the Grievance Committee as described in Article III, Paragraph 6.
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, as Parliamentarian, and/or as Arbiter, in any combination, 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. In the case of those who have served in excess of 4 years, but less than five, as a result of having been appointed to fill a vacancy, the newly established board of directors shall have the leeway to grant Emeritus status upon that person’s departure. 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.
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 board 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:

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.
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.
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.
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.
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.
Implementation: Following passage of a by-law amendment, the Board of Directors will have 90 days to implement any changes, unless otherwise specified in said amendment.

ARTICLE X – GENERAL MEMBERSHIP MEETINGS

General Membership meetings of the Association will be governed by Robert’s Rules of Order or using an alternative set of rules chosen for Board Meetings.

Last Updated: 10 January 2022

Don W, Chair, By-Laws Committee

Incorporates the following approved amendments:

2021:

# 60 – Non-Discrimination

# 61 – Clarify Emeritus Board Eligibility

# 62 – Provide Flexibility in Emeritus Board Eligibility

# 63 – Creation of Arbiter’s Second

# 64 – Clarifying Election Results

2020:

# 47 – Change Membership Age to from Nineteen (19) to Eighteen (18)

# 48 – Allow E-mail Proxies

# 49 – Gender Neutral Language

# 51 – Allow the Board of Directors to Waive Membership Fee and Set Prices

# 52 – Require 50% of the vote in uncontested elections (increase from 20% plurality)

# 53 – Allow for a 90 Day Implementation Period for By-Law Changes

# 54 – Lessen Requirement to Use Robert’s Rules of Order

# 55 – Disciplinary actions are not limited to: Revocation, or Denial of Membership

# 56 – Clarify Grievance Process and the Role of the Arbiter

# 57 – Conflict of Interest: Arbiter

# 58 – Specify Executive Authority Rests with the Board of Directors

# 59 – Authorize the Board to Allow Online Voting

2019:

No amendments were submitted

2018:

No amendments were submitted

2017:

No amendments passed due to lack of quorum

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2013:

No amendments were approved.

2012:

# 39 – October Annual Meeting

# 40 – Abolish the January Membership Meeting

# 41 – 20% minimum vote for election of officers