ARTICLE 1
NAME AND LOCATION
The name of the corporation is Tidewater Real Estate Investors Group, Inc. a Virginia
nonstock corporation (“TRIG”). The principal office and address of the corporation is at 2133
Upton Drive, Suite 126, Virginia Beach, VA 23454.
ARTICLE 2
PURPOSES, OBJECTIVES AND ASSENT
Section 2.01. Purpose and Objectives. The Tidewater Real Estate Investors Group,
Inc. (“TRIG”) is, in general, a group of individual real estate, mobile home and commercial
paper investors interested in advancing the ethical pursuit of buying and selling all forms of real
estate for both value appreciation and positive cash flow purposes, as well as to buy and sell
mobile homes and interest bearing paper notes. The TRIG General Membership Meetings are
intended as a networking forum to promote frequent contact and discussion among TRIG
Members as well as to provide a forum for professionals recognized as experts in their fields to
address the Membership and to allow for Members to identify and collectively respond to
market/political forces that could negatively affect our individual and collective ability to profit
from our investing efforts as noted above.
(a) Purposes. TRIG’s purposes are to:
1. Provide a general meeting forum for Membership networking, buying/selling
activities and expanded educational opportunities;
2. Provide recognized leaders in a variety of professions to speak at General
Membership Meetings on a variety of real estate investing and related subjects in
order to continue to offer all Members new information as tax/property rights
laws change and information on monetary topics, investing news and other topical
real estate news;
3. To promote individual Members as well as to allow individual Members to
promote their goods and services directly to the TRIG Membership as specifically
noted in these Bylaws;
4. To assist new Members and the real estate community at large in becoming
successful as well as ethical real estate investors as stated above; and
5. To provide administrative and other Membership support services as provided in
TRIG’s Bylaws, as the same may be amended from time to time.
(b) Objectives. The objectives by which TRIG seeks to meet its Purposes
include:
1. To provide ten (10) General Membership Meetings each year consisting of an
ethical, interactive/fun and educational forum for the TRIG Membership to meet,
network, buy/sell investments, services or real estate related products from each
other while enjoying a guest speaker at each meeting;
2. To provide two (2) Social Events each year with a Summer Party each July and a
Holiday Party each December in lieu of a General Membership Meeting in those
months.
3. To provide the Membership with real estate investing news, general investing
motivation, notice of upcoming educational opportunities and various updates on
the general market and/or legislative processes as they affect our individual and
collective investing opportunities.
Section 2.02. Assent. All present or future Members, and their guests and invitees, and any
other person utilizing TRIG Membership privileges in any manner are subject to these Bylaws, TRIG’s
Standards of Conduct/Code of Ethics, and any rules and regulations, of any kind whatsoever, adopted
by the Board of Directors. TRIG Membership shall constitute ratification and acceptance of these
Bylaws and an agreement to comply with those rules and/or regulations.
ARTICLE 3
MEMBERSHIP; VOTING
Section 3.01. Qualifications. Any individual who pays the required Annual
Membership Dues on a timely basis and who agrees and then abides by TRIG’s Articles of
Incorporation, Bylaws, TRIG’s Standards of Conduct/Code of Ethics and any rules and
regulations adopted by the Board will be eligible, upon submission and approval of a
membership application, to join TRIG whether or not they own real estate, mobile homes or
interest bearing paper. Membership is then calculated on an annual basis and once a Member,
unless involuntarily terminated, will remain a Member until TRIG receives a written resignation
of Membership or until the Member fails to pay Annual Membership Dues for the following year
by the due date, generally set as the March General Membership Meeting date. The current
version of the TRIG Standards of Conduct/Code of Ethics may be found on the web at
www.trigofva.com.
Section 3.02. Classes of Members.
1. Charter Members are full Members but have been excused from paying Annual
Membership Dues by resolution appropriately adopted from time to time by
TRIG’s Board of Directors (the “Board”). Charter Members are voting Members
and permanent, but non-voting, Members of the Board whose advice and counsel
shall be considered by the Board in its management and operation of the
corporation.
As of January 2004, the 25th anniversary of TRIG’s founding, the Board of
Directors has awarded Charter Membership to: Lonnie and Joanne Scruggs, Roy
and Elaine Malone, Bud and Nancy Ellington, and Charles Carrithers.
2. General Members are natural persons and pay individual Annual Membership
Dues. General Members are voting members.
3. Business Associate Members are incorporated or unincorporated professional
organizations that pay Annual Membership Dues. Business Associate Members
are non-voting Members.
Business Associate Members are generally associated with the real estate, mobile
home and/or interest bearing paper businesses that offer and provide products and
services to the General Membership. Business Associate Members pay Annual
Membership Dues in accordance with a schedule developed by the Board of
Directors, such schedule to require Annual Membership Dues for Business
Associate Members in an amount not less than the Annual Membership Dues for
General Members.
4. Honorary Members are individuals or organizations extended temporary
Membership by action of the Board for a single event, a span of months or for an
entire year and do not pay Annual Membership Dues. Honorary Members are
non-voting Members.
Honorary Memberships may be extended, for example, to individuals (for
example, “Speakers”) or to “Sponsors” (of, for example, Summer Party,
December Holiday Party or General Membership Meetings) for a single event, as
in the case of an event sponsor (up to two Honorary Memberships), or for a entire
year (up to two Honorary Memberships) or by way of showing TRIG’s
appreciation for speaking to at a General Membership meeting pro bono.
5. Visitor/Guest Members are those individuals or organizations that choose to
attend one or more General Membership Meetings or functions and pay
attendance fees as established by the Board. Visitor/Guest Members are nonvoting
Members.
Visitors and Guest Members may attend up to two General Membership Meetings
at no charge. If a Visitor/Guest decides to attend a third meeting, an attendance
fee of $15.00 per person, or such other amount as the Board of Directors may
from time to time determine, will be charged at the time the Visitor/Guest arrives
at the General Membership Meeting. Visitors or Guests attending a special TRIG
Social Event will pay a market rate fee as determined in advance by the Board for
that event. TRIG reserves the right to restrict the attendance of minor children at
all TRIG meetings and events.
Section 3.03. Voting. Each voting Member is entitled to one vote. Any Member in
default in payment of Annual Membership Dues owed to the corporation shall not be entitled to
exercise any voting rights, either as a Member or as a Member of the Board of Directors, nor
shall the Member be eligible to be elected to TRIG’s Board of Directors. Such other rights and
privileges, as more fully set forth in TRIG’s Standards of Conduct/Code of Ethics and/or rules
and regulations, may also be suspended, after such procedural processes and for such period as
may be established from time to time by the Board of Directors, for violation of any provisions
of TRIG’s Bylaws, Standards of Conduct/Code of Ethics and/or regulations duly established by
the Board.
Section 3.04. Voluntary Termination (Member Resignation). Members may, at their
discretion, decide to terminate their association with TRIG by written notification to the Board of
Directors, at which time TRIG will remove the Member from e-mail lists, directories, Members
“Biography” on the TRIG website, and other mailing or contact lists. Resignations may be
forwarded to the Board via e-mail to trigofva@cox.net. Members voluntarily terminating their
TRIG Membership shall be eligible for Membership upon written request for reinstatement and
payment of the Annual Membership Dues.
Members voluntarily terminating their Membership shall not be entitled to a refund of
any Annual Membership Dues paid.
Section 3.05. Involuntary Termination.
(a) Failure to pay Annual Membership Dues. If a Member fails to pay Annual
Membership Dues by the March meeting of the Membership year, the Member shall be deemed
to be not in good standing and the Board of Directors, in its sole discretion, may remove the
Member from e-mail lists, directories, Members “Biography” on the TRIG website, and other
mailing or contact lists.
(b) Failure to meet Membership requirements. Any Member can be
involuntarily terminated from TRIG Membership if the Member does not continue to meet the
Membership requirements set forth in this Article 3. However, such termination shall only
become effective after motion made, discussed and passed by the Board of Directors at a regular
or special meeting of the Board and upon notification to the Member by U.S. Mail of the
termination. The termination shall be considered to be of an indefinite duration.
Members involuntarily terminated for any reason whatsoever shall not be entitled to a
refund of any Annual Membership Dues paid.
Section 3.06. Reinstatement. The Board may, by an affirmative vote of more than twothirds
of the Board Members, reinstate such former Member to Membership status upon such
terms as the Board then considers appropriate but only after: 1) correction, cure or satisfaction
of the original cause for involuntary termination, 2) an acceptable period of time for a clear track
record to be re-established/ascertained, and 3) submission of a written request by the former
involuntarily terminated Member to the Board.
ARTICLE 4
MEMBERSHIP: MEETINGS, QUORUM, VOTING AND PROXIES
Section 4.01. Annual Membership Meeting. The Annual Meeting of the Members
will be held in November of each year on a date and at a time set by the Board of Directors. The
purpose of the Annual Meeting is to elect the Board of Directors and for the transaction of such
other business of the corporation as may properly come before the Members.
Section 4.02. General Membership Meetings. The Board shall schedule up to ten (10)
General Membership Meetings each year for the purpose of providing a networking and
educational forum for the Members. Such meetings shall be held on date(s) and at time(s) set by
the Board of Directors.
Section 4.03. Special Meetings. Special meetings of the Members may be called at any
time by the President of the Board, or by a majority of the Board of Directors, or upon written
request of Members who are collectively entitled to vote at least twenty-five percent (25%) of all
the votes in the corporation.
Section 4.04. Notice of Members Meetings. Notice of the time, date and place of
Members Meetings shall be forwarded to the Members by an electronic transmission method to
be determined and established from time to time by the Board of Directors.
Section 4.05. Quorum. A quorum is deemed present throughout any meeting of the
Members if Members entitled to cast twenty (20) votes are present at the beginning of the meeting in
person or by proxy. If however, such quorum is not present or represented at the meeting, the
Members entitled to vote at the meeting will have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum is present or represented by
proxy.
Section 4.06. Actions Binding on Members. A majority of votes intended to be cast by
Members will be sufficient to make decisions binding on all Members, unless a different number
or method of voting is expressly required by statute, by the Articles or by these Bylaws.
Section 4.07. Majority of Owners. As used in these Bylaws, the term “majority” will
mean those votes totaling more than fifty percent (50%) of the total number of Members.
Section 4.08. Proxies. Any Member may cast such Member’s vote in person or by
proxy, but no proxy will be valid if it is not dated or if it purports to be revocable without notice.
Further, no proxy will be valid after eleven months from the stated date of its execution unless
otherwise provided in the proxy or unless voluntarily revoked upon notice, amended, or sooner
terminated by operation of law. Finally, no proxy will be valid unless the Member is in good
standing, the proxy is in writing, legible, signed, and is filed with the Secretary at or before the
appointed time of the meeting at which the proxy will be voted.
Section 4.09. Waiver of Notice. Waiver of notice of a meeting of the Members will be
deemed the equivalent of proper notice. Any Member may waive, in writing, notice of any
meeting of the Members, either before or after such meeting. Attendance at a meeting by a
Member, whether in person or by proxy, will be deemed waiver by such Member of notice of the
time, date and place of the meeting unless such Member specifically objects to lack of proper
notice at the time the meeting is called to order. Attendance at a special meeting will also be
deemed waiver of notice of all business transacted at the meeting unless objection to the calling or
convening of the meeting, of which proper notice was not given, is raised before the business is put
to a vote.
Section 4.11. Action Without a Meeting. Any action which may be taken by the vote
of the Members at a regular or special meeting may be taken without a meeting if consent in
writing, setting forth the action so taken, is signed by the requisite majority of the Members.
ARTICLE 5
BOARD OF DIRECTORS; SELECTION; TERM OF OFFICE
Section 5.01. Number and Qualification.
(a) Number. The affairs of the corporation shall managed by a Board of
Directors consisting of twelve (12) Directors.
(b) Qualifications. Each Director, and all candidates for Director, shall be
individual Members of the corporation, must be in good standing and must be a Member of
longer than twelve (12) months duration.
Each Director, and all candidates for Director, must also meet at least one
of the following requirements:
A. An active real estate, mobile home or interest bearing paper
investor who has verifiably completed not less than five (5)
acquisitions or sales (“deals”) of such above-noted items within the
preceding twelve (12) months of candidacy or election;
B. A temporarily inactive real estate, mobile home or interest bearing
paper investor, who has verifiably completed not less than ten (10)
deals, as defined in Section 5.01(b)A, in the preceding three (3)
years of candidacy or election;
C. An active or temporarily inactive real estate, mobile home or
interest bearing paper investor, who has verifiably completed not
less than twenty-five (25) deals, as defined in Section 5.01(b)A, at
any time prior to candidacy or election; OR
D. A current licensed and practicing attorney, certified public
accountant and/or real estate broker.
Section 5.02. Election of Directors. Directors will be elected by the Members at each
Annual Membership Meeting.
Section 5.03. Voting Procedures. Each September the Secretary will promulgate to the
Membership news of the upcoming election and solicit nominations for the Board. At the
October General Membership Meeting the Secretary will make a motion to open the nominations
and record the proposed candidates. The Secretary in conjunction with the Vice President will
promulgate the nominations via e-mail and newsletter at least twice prior to the November
Annual Membership Meeting.
At the Annual Membership Meeting, the Secretary will make a motion to vote on the
proposed candidates. Once a second to the motion is received a vote will then be called for by
the President and the Secretary will record the results. Voting shall be by voice vote, or, upon
motion made, seconded and passed by the Membership in attendance at the meeting, secret
ballot.
Section 5.04. Term of Office of Directors. All twelve (12) Directors’ positions shall be
eligible for election at the Annual Membership Meeting to be held in November 2004, the first Annual
meeting following incorporation. The six (6) Members receiving the highest number of votes shall
serve for a term of two (2) years. The remaining six (6) Members shall serve for a term of one (1) year.
Thereafter, six (6) Directors’ positions shall be elected at each Annual Meeting of the Members for a
term of two (2) years each.
Section 5.05. Removal of Directors. Any Director may be removed, with or without cause,
at a special meeting of the Members by two-thirds of the votes of the Members voting in person or by
proxy at a meeting at which a quorum is present. A successor to any Director removed maybe elected
at such meeting to fill the vacancy created by removal of the Director. A Director whose removal is
proposed by the Members will be given notice of the proposed removal at least five (5) days prior to the
date of such meeting and will be given an opportunity to be heard at such meeting.
Section 5.06. Vacancies. Any vacancy occurring on the Board may be filled by the
affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of
Directors may exist. The term of the Director so elected shall extend until the next Annual
Membership Meeting, at which a successor will be elected.
Section 5.07. Compensation. No Director will receive compensation for any service
rendered to the Corporation. However, any Director may be reimbursed for actual expenses incurred in
the performance of his duties as a Director.
ARTICLE 6
MEETINGS OF DIRECTORS
Section 6.01. Regular Meetings. Regular meetings of the Board of Directors will be held on
the first Tuesday of each month, except in the months of July and December, or at such regular times as
set by the Board of Directors, at such place and hour as may be fixed from time to time by resolution of
the Board, but such meetings will be held no less frequently than annually. Should a regularly
scheduled meeting fall upon a legal holiday, then that meeting will be held at the same time on the next
day which is not a legal holiday.
Section 6.02. Special Meetings. Special meetings of the Board of Directors will be held
when called by the President of the Corporation, or by five (5) Directors, after not less than three (3)
days’ written notice to each Director.
Section 6.03. Quorum. A quorum is deemed present throughout any meeting of the Board
of Directors if seven (7) or more Directors are present at the beginning of the meeting.
Section 6.04. Proxies. A Board Member may assign a proxy to another Board Member
provided the proxy is written and signed by the Board Member. A proxy shall be used for the
purposes of achieving a quorum and to vote on promulgated agenda items and shall not be valid
to allow the proxyholder to vote on items first presented during the Board Meeting without prior
discussion or consideration by the Director assigning the proxy.
Section 6.05. Attendance. Any Board Member missing two (2) consecutive regular
Board meetings or three (3) regular Board meetings in a calendar year shall relinquish his or her
Directorship upon a majority vote of a quorum of the Board of Directors at the regular Board
meeting at which the qualifying vacancy occurs. The regular meeting’s agenda at which the
qualifying vacancy occurs shall be amended, without the requirement of a motion, second and
approval, to require an agenda item to act on the qualifying vacancy.
Section 6.06. Actions Binding on Directors. Every action taken or decision made by a
majority of the Directors present at a duly held meeting at which a quorum is present will be regarded
as the act of the Board and are effective immediately upon adoption.
Section 6.07. Waiver of Notice. Attendance of a Director at any meeting will constitute a
waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully called or convened.
Before, at, or after any meeting of the Board of Directors, any Director may waive in writing notice of
such meeting, and such waiver will be deemed equivalent to the giving of such notice. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting of the Board of
Directors need be specified in the waiver of notice of such meeting.
ARTICLE 7
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 7.01. General. The Board of Directors will have the powers and duties necessary for
the administration of the affairs and governance of the corporation except as provided by these Bylaws
or the Nonstock Corporation Act. The Board of Directors may do all such acts and things which are
not specifically required to be done by the Members and may otherwise act in all instances on behalf of
the corporation.
Section 7.02. Specific Power and Duties. Without limiting the generality of powers and
duties set forth in Section 7.01 above, the Board of Directors will have the following powers and duties,
in each case subject only to applicable requirements of the Nonstock Corporation Act.
(a) To decide all strategic/long range policy issues.
(b) To approve or disapprove all activities proposed or adopted by the
President or other Officers or Committees not delegated by these Bylaws to the Board.
(c) To assist the President and Officers in the implementation and furtherance
of TRIG activities, objectives and policies.
(d) To cause the Treasurer to prepare an annual budget for presentation by the
President at the regular meeting of the Board in March of each year for the Board’s consideration of
spending and contractual obligations for the current year. The annual budget will be formatted to
show expenses from the preceding year, projected cash flow for the current year and current
account balance(s) on hand. The budget shall be approved by a majority vote of the Board.
(e) To establish, make, amend from time to time and enforce compliance with such
reasonable rules and regulations, including the Standards of Conduct/Code of Ethics, as may be
necessary to maintain the purposes and objectives of the corporation. A copy of such rules and
regulations will be delivered or mailed to each Member promptly after adoption.
(f) To fix, determine, levy, and collect the Annual Membership Dues to be paid by
each of the Members towards the gross expenses of the corporation, and to adjust, decrease or increase
the amount of the Membership Dues, and to credit any excess of Membership Dues over expenses and
cash reserves to the Members against the next succeeding fiscal year.
(g) To levy and collect entrance fees and other fees charged for General
Membership Meetings and Social Events.
(h) To borrow funds in order to pay for any expenditure or outlay and to authorize
the appropriate Officers to execute all such instruments evidencing such indebtedness as the Board of
Directors may deem necessary and such indebtedness shall be the several obligation of all Members in
the same proportions as the Annual Membership Dues.
(i) To acquire, accept, dedicate, sell or transfer all or any assets of the corporation.
(j) To enter into contracts within the scope of their duties and powers.
(k) To establish bank account(s) for the operating account of the corporation and
for all separate funds as required or deemed advisable by the Board of Directors.
(l) To cause to be kept and maintained full and accurate books and records
showing all of the receipts, expenses or disbursements and to permit examination thereof by Members
during convenient weekday business hours.
(m) To cause a financial review of the corporation’s bank account(s)
statements and financial records in the month of September by the President and/or Vice-
President and the Treasurer to allow the Treasurer and the Secretary to prepare an Annual Report
for presentation to the Members at the Annual Membership Meeting and to begin the preparation
of the next fiscal year’s budget.
(n) To cause to be maintained insurance coverage including, without limitation
fidelity insurance, or in its place, a bond covering the Board, the officers and any other persons charged
with handling corporation funds.
(o) In the event of dissolution of the corporation, to satisfy all outstanding
debts and contracts and to donate or distribute any remaining assets to another qualifying IRS
503(c) charity.
(p) In general, to carry on the administration of the corporation and to do all those
things necessary and responsible in order to carry out the purposes and objectives of the corporation.
Section 7.03. Accounts and Reports. The following standards of performance will be
followed unless the Board by resolution specifically determines otherwise.
(a) A segregation of accounting duties shall be maintained, and disbursements by
check in any amount will require two signatures. The two signatures shall be the signatures of the
President and one other Officer of the corporation. The Board may modify this requirement from time
to time by the resolution of the Board. Cash disbursements shall be limited to amounts of $200 or less,
or to such amounts as determined from time to time by the Board of Directors.
(b) Cash accounts of the corporation will not be commingled with any other
accounts.
(c) No remuneration will be accepted individually by the Board of Directors from
vendors, independent contractors or others providing goods or services to the corporation, whether in
the form of commissions, finder’s fees, service fees, prizes, gifts or otherwise. Anything of value
received will be for the benefit of the corporation.
(d) Any financial or other interest that a Member of the Board of Directors may
have in any firm providing goods or services to the corporation will be disclosed promptly to the Board
of Directors.
(e) A balance sheet as of the last day of the corporation’s fiscal year and an
operating statement for the fiscal year will be available for review by the Members. Audited financial
statements for any year shall be prepared upon resolution of the Board and shall be available for review
by the Members within six (6) months of the end of the fiscal year for which the Board determines such
audited financial statements must be prepared.
(f) An account status report reflecting the status of all accounts in an “actual”
versus “approved” budget format with a budget report reflecting any actual or pending obligations that
are in excess of budgeted amounts by an amount exceeding the operating reserves or twenty percent
(20%) of a major budget category (as distinct from a specific line item in an expanded chart of
accounts) will be prepared for the Board periodically upon the Board’s request and will be made
available to all Members.
ARTICLE 8
OFFICERS AND THEIR DUTIES
Section 8.01. Enumeration of Officers. The officers of the corporation will be a President,
Vice President, Secretary and Treasurer, and such other officers as the Board may from time to time
create by resolution. All Officers of the corporation shall be Members of the corporation and of the
Board of Directors, and must be in good standing as a candidate and to retain the office to which the
Director is elected.
Section 8.02. Election of Officers. The election of Officers will take place at the first
regular meeting of the Board of Directors following each Annual Membership Meeting, generally to
take place in January of the next calendar year.
The Secretary will note that the first item of business on the agenda is election of officers.
Board Members shall nominate candidates for Officers. Voting shall be by voice vote, or, upon
motion made, seconded and passed by the Directors in attendance at the meeting, secret ballot.
Upon the Secretary’s tabulation of the vote, with a majority concurrence or the larger amounts of
votes for a position, the new Officers will be certified by the Secretary and announced by the
out-going President. Tie votes will be resolved by a majority vote of the Board of Directors.
Section 8.03. Term. The Officers of the Corporation will be elected annually by the Board,
and each will hold office for one (1) year or until his successor is duly elected and qualified, unless the
Officer sooner resigns, or is removed by a majority vote of the Board, or is otherwise disqualified to
serve.
Section 8.04. Resignation and Removal. Any Officer maybe removed from office with or
without cause by a majority vote of the Board. Any officer may resign at any time by giving written
notice to the Board, the President, or the Secretary. Such resignation will take effect on the date of
receipt of such notice or at any later time specified in the notice unless the Board of Directors
determines it is in the best interests of the corporation to accept the resignation sooner than the date
stated, and unless otherwise specified in the notice, the acceptance of such resignation will not be
necessary to make it effective.
Section 8.05. Vacancies. A vacancy in any office may be filled by appointment by the
Board. The Officer appointed to such vacancy will serve for the remainder of the term of the Officer
replaced.
Section 8.06. Multiple Offices. Any two or more offices may be held by the same person
except the offices of President and Secretary.
Section 8.07. Duties. The duties of the Officers are as follows:
(a) President. The President shall be the Chief Executive Officer of TRIG,
performing all duties expected of the office and required by these Bylaws, or if not specified
therein, those approved by the Board of Directors. The President is responsible for supervising
all official activities of the corporation, overseeing the activities of all Officers and Committees,
and presiding at General Membership Meetings and Board Meetings. The President also holds
the position as Chairman of the Board of Directors during the tenure of Presidency.
The President shall conduct a review of the corporation’s financial records
with the Treasurer, and, upon approval by the Board, shall oversee an audit of the corporation’s
financial records. The President shall execute all contracts on behalf of the corporation, but shall
execute only those contracts approved by a majority vote of the Board after review.
The President serves as a regular member of and chairs both the Board of
Directors and the Executive Committee. In addition, the President shall automatically be a
member of all standing Committees or other Committees established by the Board.
The President is responsible for the overall strategic and annual planning,
including the membership program, the speaker program, educational programs and legislative
initiatives. The President will submit an annual plan to the Board of Directors for each year by
the February regular meeting of the Board and an annual budget for each year by the March
regular meeting of the Board.
The President also prepares, with the assistance of the Vice President,
Secretary and Treasurer, the agenda for each meeting. Agenda items not submitted in time for
dissemination the week prior to the next board meeting will not be considered until the following
meeting date unless the President declares the issue to be of an emergency nature.
(b) Vice President. The Vice President shall automatically succeed the
President in case of sickness or incapacity for any reason as confirmed by a majority vote of the
Executive Committee or automatically in case of death, incapacitation or resignation. The Vice
President shall be responsible to the President in assisting the President in carrying out the duties
of President in a coordinated effort designed to provide a continuity of administration. The Vice
President shall be responsible for overseeing publication of the monthly newsletter, monitor
content of the TRIG web site and TRIG e-mail, supervise TRIG phone line(s) and manage
integration of new technology into the TRIG operation. In addition, the Vice President shall
automatically be a member of all standing Committees or other Committees established by the
Board.
(c) Secretary. The Secretary shall be responsible for recording the minutes
of each Board of Directors meeting, collecting agenda items for future Board Meetings and for
receiving written correspondence. The Secretary shall act as historian of the corporation, thereby
maintaining both current and historical records for TRIG. The Secretary shall be the custodian
of the Articles of Incorporation, Bylaws and any amendments thereto. Copies of these
documents shall be given to the Officers for their tenure of office.
The Secretary shall also maintain the membership database, act as the
Elections Officer at the Annual Meeting and will note at Board Meetings the issue voted on, the
Directors for and against and whether the measure was carried, defeated or tabled for a future
meeting. The Secretary will read the meeting minutes at the start of each Board Meeting, unless
such reading is waived upon motion passed by the Board. The Secretary will also assist the other
Officers in the performance of their duties as requested.
(d) Treasurer. The Treasurer shall be responsible for the financial integrity
of the organization, assist in the establishment of financial objectives, receive, track and deposit
Annual Membership Dues and other monies in TRIG’s bank account. The Treasurer shall
prepare the financial records of the corporation for an annual review by the President and, upon
approval by the Board, shall assist in an audit of the corporation’s financial records. The
Treasurer will also assist the President by preparing an annual budget to be presented to the
Board of Directors at the March Board Meeting.
Section 8.08. Sergeant-At-Arms. The Sergeant-At-Arms need not be a Board Member
and is appointed by the President to assist the President and other Officers by arriving at the
meeting sites early to ensure that meeting rooms/sign-in tables are properly set-up, sound
equipment is in working order, water/water glasses are available, the room’s airconditioning/
heat is properly adjusted and that there are enough chairs to accommodate the
expected number of Members and guests in attendance.
ARTICLE 9
COMMITTEES
Section 9.01. Standing Committees. The Board of Directors shall be assisted in
management and operation of the corporation by the following standing committees. The
President and Vice President shall automatically be considered members of all Committees.
(a) Executive Committee. The Executive Committee shall consist of the
President, Vice President, Secretary and Treasurer of the corporation as well as the immediate
past President of the corporation. The Executive Committee shall hold such meetings and
engage in such matters as determined from time to time by the President.
(b) Summer Party Committee and December Holiday Party Committee.
The Summer Party and December Holiday Party Committee Chairpersons will organize their
respective Committees in January of each year and submit a proposed plan to the President in
sufficient time for the plans to be reviewed and modified as necessary for inclusion in the
President’s Annual Plan, required to be presented to the Board of Directors at the February
regular meeting of the Board.
Upon approval of the plans by the President, each Chairperson will
prepare a Committee budget with the Treasurer for inclusion in the annual budget to be
submitted to the Board of Directors at the March regular meeting of the Board. Once the annual
budget has been approved, each Committee Chairperson shall execute the Committee plan under
the guidance of the Executive Committee and in accordance with the approved Committee
budget.
(c) Membership Committee. The Membership Committee networks with
other individuals and organizations to build up TRIG’s Membership. The Membership
Committee meets with new Members and guests in order to make them feel welcome, to review
the Standards of Conduct/Code of Ethics and to help ease them into TRIG educational and
networking activities.
(d) Program Committee. The Program Committee assists the President and
the Board of Directors in locating and recruiting qualified speakers for future TRIG events and
meetings.
Section 9.02. Additional Committees. Any other committees and the chairpersons of
those committees shall be created and appointed by the President or, in the absence of the
President, the Vice President, and shall serve until their duties are fully discharged or until their
successors are appointed.
Section 9.03. Election of Committee Chairs. Those Directors not serving as Officers
or sitting on the Executive Committee as immediate past President shall Chair the Standing
Committees. Each Committee Chair shall be elected at the first regular meeting of the Board of
Directors of the fiscal year.
ARTICLE 10
INDEMNIFICATION
To the extent permitted by law, the corporation will indemnify every member of the Board of
Directors, and every officer, employee and agent of the corporation and every person who serves at the
request of the corporation as a director, officer, employee, fiduciary or agent of any other foreign or
domestic corporation or of any partnership, joint venture, trust or other enterprise or employee benefit
plan against liability asserted against or incurred by such person in such capacity or arising out of that
person’s capacity as such. The indemnification permitted under this Article will not extend, in any
event, to any act or omission occurring prior to the date of incorporation of the corporation.
In the event of a settlement, indemnification will be provided only in connection with
such matters covered by the settlement as to which the corporation is advised by counsel that the
person to be indemnified has not been guilty of such actions or omissions in the performance of
such person’s duties for the corporation. The foregoing rights will not be exclusive of other
rights to which such member of the Board of Directors or officer or other person may be entitled,
All liability, loss, damage, cost and expense arising out of or in connection with the foregoing
indemnification provisions will be treated and handled by the corporation as an expense similar to any
other business expense.
ARTICLE 11
NONPROFIT CORPORATION
The corporation is not organized for profit. No Member of the corporation, Member of the
Board of Directors, or person from whom the corporation may receive any property or funds will receive
or will be lawfully entitled to receive any pecuniary profit from the operations of the Corporation, and in
no event will any part of the funds or assets of the Corporation be paid as a dividend or be distributed
to, or inure to the benefit of, any member of the Board of Directors.
Notwithstanding the foregoing, any Member or Director may, from time to time, be reimbursed
for his actual and reasonable expenses incurred in connection with the administration of the affairs of the
Corporation, and any Director may be reimbursed for actual expenses incurred in the performance of his
or her duties.
ARTICLE 12
AMENDMENTS
Amendments to these Bylaws shall be presented to the Membership only upon motion
duly adopted by the Board. Amendments shall be effective only upon approved by a majority
vote of a quorum of the Membership at an Annual Membership Meeting or at a special meeting
called for such purpose.
ARTICLE 13
MISCELLANEOUS
Section 13.01. Fiscal Year. The fiscal year of the corporation will begin on the first day of
January and end on the 31st day of December every year.
Section 13.02. Conflicts of Documents. In the case of any conflict between the Articles of
Incorporation and these Bylaws, the Articles will control.
Section 13.03. Parliamentary Authority. Roberts’s Rules of Order, latest revised
