ARTICLE I - Name
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
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
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
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
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.
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
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
Section 2.1 At-Large Directors
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
SECTION 4 - TERMS
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
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
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
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
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
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
2. Nominating Committee
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
3. Awards Committee
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
of members is subject to approval by the Board of Directors after
application and receipt of proof of appropriate insurances.
SECTION 2 - ACTIVE MEMBERSHIP
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
SECTION 3 - AFFILIATE MEMBERSHIP
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
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
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
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
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
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
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
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
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
SECTION 2 - SPECIAL MEETINGS OF THE MEMBERS
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
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
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
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;
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.