Amended and Restated Bylaws of
Tacoma-Pierce County Bar Association

ARTICLE 1
NAME

The name of this corporation is Tacoma-Pierce County Bar Association (hereinafter the “TPCBA”). The TPCBA is organized under the Washington Nonprofit Miscellaneous and Mutual Corporation Act (the “Act”).
 

ARTICLE 2
PURPOSE

2.1       Business and Objectives. The TPCBA is formed under the Act for the general purposes of operating a trade association of attorneys, and its mission is to serve the members of the Pierce County community by promoting professionalism, community service, and collegiality among lawyers; improving access to justice; increasing the awareness of the role that the law plays in people’s lives; offering programs, benefits, and services to its members; and by enhancing and supporting the judicial system.

Its purposes shall be limited to those identified in its Articles of Incorporation (as they may be amended from time to time); in no event, however, may any future amendments to those Articles of Incorporation or these Bylaws enlarge or otherwise change the purposes of the TPCBA in violation of the terms of Internal Revenue Code §501(c)(6) or its corresponding regulations.

2.2       Powers of the TPCBA. The TPCBA shall have all general and special powers permitted to nonprofit corporations under the laws of the State of Washington. Such powers shall include (without limitation) the power to:
              (a) acquire, own, mortgage, operate, and dispose of all real and personal property and to invest the funds of the TPCBA;
              (b) do and perform any and all things necessary and proper in the opinion of the Board of Trustees of the TPCBA (hereinafter the “Board” or the “Trustees”) in aid of the accomplishment of the above-mentioned objectives and aims.
 

ARTICLE 3
MEMBERSHIP

The TPCBA shall have members. Such members shall have the rights and responsibilities described herein.

3.1       Active Member. Any member of the Washington State Bar Association residing or practicing law in the State of Washington may become a member of this Association by paying the annual dues of the Association. Members of the bar newly admitted to practice shall be extended the privileges of the Association, including the right to vote, without payment of dues for the calendar year in which they are admitted.

3.2       Associate Member. Any person who has been admitted to practice law in any other state of the United States other than the State of Washington, may become an Associate Member of this Association by paying the annual dues of the Association, but shall not be entitled to vote nor to hold office in the Association; they shall be entitled to attend any and all meetings of the Association and to participate in any of its functions.

3.3       Honorary Member. Judges of the Supreme Court and Court of Appeals of the State of Washington, Judges of the Federal District Court for the Western District of Washington, Judges of the Superior Court of the State of Washington for Pierce County, Judges of the Pierce County District Court, Judges of the Tacoma Municipal Court, Magistrates, and Commissioners of any of those courts who are attorneys, but are not entitled to practice law by virtue of their office, shall be honorary members of this Association without payment of dues unless they choose to pay dues and thereby become active members; honorary members shall have the privileges of the Association, but shall not hold office or vote.
 

ARTICLE 4
DUES; RELATED ISSUES

4.1       Generally. The Annual dues of the Association shall be fixed by the Board of Trustees. Statements for dues shall be mailed in November and are due on or before January 31 of each year. Dues shall be delinquent if not paid prior to April 1st of each year. Members whose dues are delinquent shall be automatically dropped from membership but may be reinstated upon payment of dues for the current year.

4.2       Resignation; Payment. A member in good standing may withdraw from the TPCBA by submitting a written resignation.

4.3       Assignment. Membership in the TPCBA shall not be assignable.
 

ARTICLE 5
MEMBERS

5.1       Management. As a general matter, the business and affairs of the TPCBA shall be managed by the Board of Trustees as provided herein. Certain matters may, however, be reserved to a vote of the members. A member may vote by mail, by electronic transmission (as provided herein), or by proxy executed in writing by the member in accordance with the terms of these Bylaws. Voting by mail or electronic transmission is available only under specific circumstances.

5.2       Annual Meeting. An annual meeting of the membership shall be held on the second Thursday in January of each year at which the officers and committee chairs shall report upon their activities for the preceding year; notice of the meeting shall be provided to each member at least ten days prior thereto.

5.3       Quorum; Voting. A quorum of the members shall not be less than twenty-five percent (25%) of the votes entitled to be cast in person, by mail, by electronic transmission, or by proxy on a particular matter. The act of a majority of the votes represented at a meeting (whether present in person or by proxy) shall be the act of the members at any regular or special membership meeting.

5.4       Proxies. Any member may vote by proxy. A member may give its proxy by:
              (a) Executing a writing authorizing another person or persons to act for the member as proxy. Execution may be accomplished by the member signing the writing or causing his or her signature to be affixed to the writing by any reasonable means including but not limited to electronic signature; or
              (b) Authorizing another person or persons to act for the member as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy. The TPCBA shall require the holders of proxies received by electronic transmission to provide to the TPCBA copies of the electronic transmission and the TPCBA shall retain copies of the electronic transmission for a reasonable period of time.

5.5       Electronic Voting; Voting by Mail. A member may vote electronically on all matters unless that member specifically requests a mail-in (paper) vote. Without limiting the generality of the foregoing, these Bylaws specifically authorize electronic notice and voting with respect to all matters, including but not limited to:
              (a) Proposals required to be considered and voted upon by members under RCW 24.06.190 (relating to amendments to the TPCBA’s Articles of Incorporation), 24.06.220 (relating to mergers), RCW 24.06.240 (relating the sale or lease of substantially all of the TPCBA’s assets), RCW 24.06.260 (relating to dissolution), or any other statute in the Act that requires a proposal to the members and a subsequent two-thirds vote. The text of each proposal to be voted upon must be set forth in a record (including an electronic record) accompanying or contained in the notice of the relevant meeting; and
              (b) Trustee elections if the name of each candidate is set forth in a record (including an electronic record) accompanying or contained in the notice of the relevant meeting.

Persons voting by mail or by electronic transmission within the meaning of this Section 5.5 shall be deemed present for all purposes of quorum, count of votes and percentages of total voting power.
 

ARTICLE 6
BOARD OF TRUSTEES

6.1       Management. The TPCBA shall be governed by the Board of Trustees (collectively the “Trustees”), which shall consist of fourteen (15) voting trustees. The Trustees shall have full authority to act on all matters of business except those that are specifically reserved to the members under the terms of these Bylaws or applicable Washington law.

6.2       Authority of Board. Without limiting the generality of the foregoing, the Trustees of the TPCBA shall have the specific authority and responsibility to:
              (a) review and report on the status of income and expenses versus the budget;
              (b) employ an Executive Director and authorize the employment of such other staff as needed to conduct the business of the TPCBA, fixing the salary, and conditions of employment. The Executive Director serves at the pleasure of and is responsible to the Board of Trustees;
              (c) delegate by resolution authority in certain, specific matters to certain individuals, committees/sections, or officers; provided, however, that the Board of Trustees may not delegate any authority in reference to amending, altering, or repealing the Bylaws; electing, appointing, or removing any member of a committee/section or any officer or Trustee of the TPCBA; amending the TPCBA’s Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the voluntary dissolution of the TPCBA or revoking proceedings therefor; adopting a plan for the distribution of the assets of the TPCBA; or amending, altering, or repealing any resolution of the Board of Trustees which by its terms provides that it shall not be amended, altered or repealed by such Committee. Moreover, in no event shall the delegation of any authority to any individual, committee/section, or officer relieve the Board of Trustees or any individual Trustee of any responsibility imposed upon him or her by law.

6.3       Composition of Board. Except as specifically provided herein, the act of the majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees. The Board of Trustees shall be composed of:
              (a) the TPCBA’s officers (that is, a President, Vice-President, and Secretary-Treasurer);
              (b) the TPCBA’s Immediate Past President;
              (c) Six elected trustees;
              (d) The President of the New & Young Lawyers Section of the Tacoma-Pierce County Bar Association (the “Young Lawyers Liaison”; and
              (e) One individual designated by the Family Law Section of the Tacoma-Pierce County Bar Association (the “Family Law Liaison”).
              (f) One individual designated by the Pierce County Minority Bar (the “Pierce County Minority Bar Liaison”).
              (g) One individual designated by the Pierce County Washington Women’s Lawyers (the “PCWWL Liaison”).
              (h) One individual designated by the QLaw Association (the “QLaw Liaison”).

6.4       Quorum; Voting. A quorum of the Trustees shall not be less than one-third of the votes entitled to be cast on a particular matter. The act of a majority of the Trustees represented at a meeting shall be the act of the Trustees at any regular or special meeting.

6.5       Term of Board of Trustees. Three Trustees shall be elected each year to serve for two-year terms. Not more than two consecutive terms as a Trustee shall be permitted.

6.6       Identity and Terms of Officers. Unless otherwise stated in these Bylaws, Officers shall each serve a one-year term, except that the Secretary-Treasurer shall serve a two-year term.  The Vice-President will automatically become the President the year following his or her term as Vice-President.

6.7       Removal. One or more members of the Board of Trustees (including the entire Board) may be removed, with or without cause, at a special meeting of the Members called expressly for that purpose. A trustee (or the entire Board) may be removed if the number of votes cast in favor of removing such trustee (or the entire Board) exceeds the number of votes cast against removal.
 

ARTICLE 7
MEETINGS

7.1       Notice Generally. Except as otherwise provided in these Bylaws, where a notice is required within these Bylaws, such notice shall be either: (i) mailed to the members and/or Trustees (as the case may be), postage prepaid for ordinary mail, at addresses designated by them for such purpose; or (ii) transmitted electronically to those members and/or Trustees who have provided an email address to the TPCBA.

7.2       Membership Meetings.
              (a) Annual Meeting. The annual meeting of the TPCBA shall, as a general matter, be held in January of each year for the purposes of reporting on the prior year’s activities to the members and to conduct other appropriate business.
              (b) Lincoln Day Banquet. The Lincoln Day Banquet shall, as a general matter, be held in February of each year for the purpose of the installation of officers and trustees and the conduct of other appropriate business.
              (c) Regular Meetings.  The Board of Trustees may provide by resolution the time and place for the holding of additional member meetings, provided that the notice requirements stated in subsection (d) below are satisfied.
              (d) Special Meetings. Special meetings of the TPCBA may be called by the Board of Trustees or by the president upon the request of ten members. In the case of a special meeting, the meeting notice shall state the purpose or purposes for which the meeting is called, and only business within the scope of such purpose or purposes may be conducted at the special meeting.
              (e) Timing of Notice. Notice of any member meetings shall be sent, at a minimum, to all members not less than ten days nor more than 50 days before the date of the meeting.
              (f) Waiver of Notice. Except as otherwise provided herein, whenever any notice is required to be given to any member hereunder, a waiver thereof in writing signed by the person or persons entitled to such notice, whether made before or given after the time stated therein, shall be equivalent to the giving of such notice.

7.3       Meetings of the Board of Trustees.
              (a)  Regular Meetings. Meetings of the Board of Trustees shall be held each year at a time and location designated by the Board of Trustees.
              (b)  Special Meetings. Special meetings of the Board of Trustees may be called by either:
                      (i) any five Trustees;
                      (ii) any officer of the TPCBA; or
                      (iii) by the TPCBA’s Vice-President.
              (c) Schedule; Notice. As a general matter, the Board will meet at least six times annually, and may adopt a schedule for such meetings. The Trustees may change such schedule, adopt a new schedule, or cancel any given meeting with at least twenty-four (24) hours’ notice to each Trustee. Special meetings may be called with not less than twenty-four hours’ notice to each Trustee.
              (d) Waiver of Notice. Attendance of a Trustee at any meeting shall constitute a waiver of notice of such meeting except where the Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Trustees need be specified in the notice or waiver of notice of such meeting.
              (e) Tabling of Issues. Any subject initially moved and seconded at a Board of Trustees meeting may be tabled until a following meeting by the presiding officer, with the exception that no subject may be tabled more than once unless: (i) by a majority vote of the Trustees present; or (ii) any subsequent meeting lacks a quorum of Trustees.
              (f) Member Attendance. All members may attend the Board of Trustees meetings and contribute to all discussions, but only the Trustees may vote.
              (g) Officer Meetings. The officers may meet from time to time as their responsibilities may dictate. Notice of such meetings shall, as a general matter, be delivered between one and seven calendar days prior to the meeting.

7.4       Methods of Meeting and Voting.
              (a) Telephonic or Similar Participation. Both members and Trustees may participate in any meeting by means of a telephone conference, Zoom, or similar communications equipment permitting all persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.
              (b) Action Without a Meeting. Subject to the provisions of the laws of the State of Washington, any action that is required or permitted to be taken at a meeting of the Board of Trustees or the membership may be taken without a meeting if such action is unanimously approved by either (a) written consent; (b) electronic voting or (c) a combination of the two.
                     (i) Written Consent. Any action required or which may be taken at a meeting of the Board of Trustees or the membership may be taken without a meeting if each Trustee or voting member (as the case may be) approves of the proposed action in writing in accordance with RCW 24.06.510. In the event that RCW 24.06.510 (or any successor statute) is later amended to allow a lesser margin of approval by written consent, this section shall be deemed amended to conform to the minimum requirement stated in RCW 24.06.510 (as amended). Such written consents may be given in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document.  Any such written consent shall be inserted in the minute book of the TPCBA.
                     (ii) Electronic Voting. An action without a meeting may be approved by electronic voting (or some combination of written consent and electronic voting) if each Trustee or voting member (as the case may be) approves of the proposed action in accordance with RCW 24.06.510. In the event that RCW 24.06.510 (or any successor statute) is later amended to allow a lesser margin of approval by written consent and/or electronic voting, this section shall be deemed amended to conform to the minimum requirement stated therein (as amended). An electronic vote of a Trustee or voting member shall be valid only if: (1) that person has consented to receive electronic notice below; (2) that Trustee or voting member expresses his or her approval of the action to an e-mail address designated by the Board of Trustees.

7.5       Robert’s Rules of Order. At all meetings questions of parliamentary procedure shall be governed first by these Bylaws. If these Bylaws do not resolve the question, “Robert’s Rules of Order” shall be used as a reference.
 

ARTICLE 8
OFFICERS OF THE TPCBA

8.1       Eligibility. Only a member in good standing shall be qualified to hold an officer position.

8.2       Officer Positions. The TPCBA shall have the following officers:
              (a) President;
              (b) Immediate Past President;
              (c) Vice-President; and
              (d) Secretary-Treasurer.

8.3       Duties of Officers.

              (a) President. The President shall preside at all meetings of the membership and Board of Trustees, shall appoint such committees as may be necessary for the conduct of the business and affairs of the Association, and shall have powers as are usually exercised by a President. The President shall preside at all meetings of the TPCBA and the Board of Trustees; they shall appoint all standing committees, all special committees and the non-member representative of the Board of Trustees; and they shall be ex officio member of all committees with power to vote. The President may delegate their ex officio role to another officer when deemed appropriate. They, together with the Secretary-Treasurer, shall sign all deeds, mortgages, notes, and other papers on behalf of the corporation. They shall have general supervision over the officers of the corporation and shall perform such other duties as usually devolve upon the President.
              (b) Immediate Past President. The Immediate Past President shall advise the current President.
              (c) Vice-President. The Vice-President shall perform the duties of the President during absence or disability, and shall be responsible for planning the annual Lincoln Day Banquet. The Vice-President shall serve as President for the term following service as Vice-President. The Vice-President shall assist the President in the discharge of their duties and shall perform duties of the President in their absence or when it is inconvenient for them to act.
              (d) Secretary-Treasurer. The Secretary-Treasurer shall maintain a list of the members of the Association, and shall give notice of all the meetings of the membership and Board of Trustees as herein provided; shall keep the minutes of all meetings of the membership and Board of Trustees; shall collect, take charge of, and disburse all of the funds of the Association and make a financial report at the annual meeting of the membership, and shall in general perform all duties generally performed by a secretary or treasurer. The books and records of the Secretary-Treasurer shall be open to inspection by any member at reasonable times. The Secretary-Treasurer shall have charge of the official seal of the TPCBA and shall affix the same to all instruments requiring it. They, together with the President, shall sign all deeds, mortgages, notes, and other papers of the TPCBA and shall perform such other duties as usually devolve upon the Secretary-Treasurer.

The Secretary-Treasurer shall have charge of all monies, securities, and other assets of the corporation and shall deposit all monies coming into their hands in the name of the TPCBA in one or more banks. All withdrawals and disbursements of TPCBA funds in excess of an amount authorized by the Board of Trustees shall be accomplished by a joint signature of either:
                     (i) any two officers of the TPCBA;
                     (ii) one officer and the Executive Vice President of the TPCBA; or
                     (iii) one officer and an individual authorized by the President.

Money shall be paid only on vouchers or on direct instructions from the Board of Trustees. The Secretary-Treasurer shall keep a full record of all monies passing through their hands and shall render a complete statement of their accounts whenever required by the Board of Trustees and shall perform such other duties as usually devolve upon the Secretary-Treasurer.

8.4       Compensation. Neither Trustees nor officers will receive a salary for the performance of their duties to the TPCBA, but they and other TPCBA members may receive reimbursement for expenses in carrying out TPCBA business when approved by the Board of Trustees.
 

ARTICLE 9
NOMINATING COMMITTEE AND ELECTIONS

9.1       Notice of Open Nominations. Not later than November 10th of each year, the Secretary-Treasurer shall cause to be published or emailed to each member a notice of open nominations for officers and trustees. Said notice shall include a statement of intent in a form approved by the Board for each person seeking nomination to an open position. Any member seeking to be nominated shall return a completed statement of intent to the Tacoma-Pierce County Bar Association office by receipt at the office by the close of business or postmarked no later than December 31st.

9.2       Nominating Committee. The President may appoint a Nominating Committee. If the President appoints a Nominating Committee, it will include the Secretary-Treasurer and Vice President and any other members of the President’s choosing. The duty of the Nominating Committee shall be to nominate a list of members to stand for election for the coming year. The Nominating Committee shall, as a general matter, report its nominations at the Annual Meeting of the members in January.

9.3       Timing. The Secretary-Treasurer shall immediately thereafter direct preparation of ballots, with the names of all nominees thereon, and shall distribute the same to each member.

The three candidates for Trustee receiving the highest number of votes shall be elected.

The Vice-President shall be the President for the year following service as Vice-President. The candidates for Vice-President and Secretary-Treasurer with the highest number of votes shall be elected to those offices. In the event of a tie, a second ballot with the names of the two candidates receiving the highest number of votes for such office shall be immediately emailed to each voting member.

9.4       Ballot Tabulation. All ballots properly submitted shall be tabulated under the supervision of the Board of Trustees.

9.5       Installation. During the Lincoln Day Banquet, the Nominating Committee shall conduct an installation of officers to serve until the following Lincoln Day Banquet.

9.6       Vacancies. If at any time an elected position shall become vacant (due do resignation, death, ineligibility, or otherwise), the Board of Trustees shall appoint a successor. The individual so appointed shall serve until the next annual TPCBA meeting.
 

ARTICLE 10
COMMITTEES/SECTIONS

10.1       Committees/Sections. Except as otherwise specifically limited by these Bylaws, the Trustees may create standing committees/sections, delegate authority, and appoint chairpersons and members of such committees/sections as required by the business of the TPCBA.

10.2       Appointment. The President shall appoint all TPCBA committee, task force and work group chairs and co-chairs unless directed otherwise by the Trustees. Each committee shall report to the President and to the Board of Trustees when requested. Each Section shall be entitled to elect their own leadership.

10.3      Advisory Status. The function of all committees shall be advisory only unless authority to act for the TPCBA is specifically conferred by these Bylaws or under special circumstances by the Board of Trustees. In any event, a delegation of authority to any person or committee shall not relieve the Board of Trustees of their fiduciary duties to the TPCBA.

10.4      Standing Committees/Sections. The following committees/sections are considered standing committees/sections and shall be appointed each year following the election of officers:
              (a) Nominating Committee. The Nominating Committee shall perform the functions described in Article 9 above, as well as complete any additional tasks delegated by the Board of Trustees.
              (b) New & Young Lawyers Section. The New & Young Lawyers Section shall consist of all TPCBA members who: (a) are under thirty-six (36) years of age or younger; or (b) have been admitted to the practice of law for under five (5) years. The New & Young Lawyers Section’s purpose is to stimulate the interest of young lawyers in the TPCBA.
              (c) Family Law Section. The purpose of the Family Law Section is to promote a better understanding of family law issues within Pierce County through continuing legal education courses and member events.
              (d) Criminal Law Section. The purpose of the Criminal Law Section is to promote a better understanding of criminal law issues within Pierce County through continuing legal education courses and member events.
              (e) Other Committees. The Board of Trustees may designate one or more standing or ad hoc committees. The President shall appoint the members of all committees created by the Board of Trustees (who may, but need not, be members of the TPCBA).
 

ARTICLE 11
DISSOLUTION

11.1      Dissolution and Winding Up. The TPCBA may dissolve and wind up its affairs in the following manner:

              (a) Resolution. The Board of Trustees shall adopt a resolution recommending that the TPCBA be dissolved and directing that the question of such dissolution be submitted to a member vote, which may occur at either a regular or special meeting.
              (b) Notice. The TPCBA shall provide written notice or notice by electronic transmission stating that the purpose or one of the purposes of such meeting is to consider the advisability of dissolving the TPCBA. Such notice shall be given to each member within the time and in the manner provided by Article 7 above.
              (c) Vote. A resolution to dissolve the TPCBA shall be adopted upon receiving at least two-thirds of the member votes present in person, by mail, by electronic transmission, or by proxy, provided that a quorum is present.
              (d) Winding Up. Upon the adoption of such resolution by the members, the TPCBA shall cease to conduct its affairs and, except insofar as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the TPCBA and to the Department of Revenue, and shall proceed to collect its assets and to apply and distribute them as provided in RCW 24.06.265.

11.2      Distribution of Assets Upon Dissolution. In the event of a dissolution of the TPCBA for any reason whatsoever, the assets thereof, after provision for payment of lawful debts and obligations of the TPCBA, shall be transferred to any non-profit, tax-exempt organization charged with the duty of carrying out any of the purposes for which this TPCBA was formed as may be selected by the Trustees in accordance with these Bylaws; provided, however, that if the Trustees cannot agree upon a transfer of such assets, the TPCBA shall hire a mediator chosen by the President.

The mediator’s efforts shall be to assist the Trustees in resolving disputed issues through a mediated process of discussion and evaluation of alternative resolutions. The mediation shall be scheduled to commence within thirty (30) days of the President’s selection of such mediator. In the event that the matter cannot be resolved through mediation, the TPCBA’s assets shall be transferred to the Washington State Bar Association.
 

ARTICLE 12
DIRECTOR/TRUSTEE LIABILITY LIMITATIONS

A director, trustee, officer, or committee member shall have no liability to the TPCBA for monetary damages for conduct as a director, trustee, officer, or committee member (as the case may be), except for acts or omissions that involve intentional misconduct, a knowing violation of the law, or participation in any transaction from which that person will personally receive a benefit in money, property, or services to which that person is not legally entitled.  If the Washington Miscellaneous and Mutual Corporations Act (and/or RCW 23B.17.030, as the case may be), is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of directors, trustees, officers, and/or committee members, then the liability of such persons (or class of persons) shall be eliminated or limited to the full extent permitted by the Act as so amended.  Any repeal or modification of this Article shall not adversely affect any right or protection of a director, trustee, officer, or committee member of the TPCBA existing at the time of such repeal or modification for or with respect to an act or omission of such person occurring prior to such repeal or modification.
 

ARTICLE 13
INDEMNIFICATION

13.1      Right to Indemnification. Each director, trustee, officer, employee, or agent of the TPCBA who is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that they are or were a director, trustee, officer, employee, or agent of the TPCBA or they are or were serving at the request of the TPCBA as a director, trustee, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, trustee, officer, employee or agent or in any other capacity while serving as a director, trustee, officer, employee or agent, shall be indemnified and held harmless by the TPCBA, to the full extent permitted by applicable law as then in effect, against all expense, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director, trustee, officer, employee or agent and shall inure to the benefit of their heirs, executors, and administrators; provided, however, that except as provided in Section 13.2 below of this Article with respect to proceedings seeking solely to enforce rights to indemnification, the TPCBA shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Trustees of the TPCBA.  The right to indemnification conferred in this Section 13.1 shall be a contract right and shall include the right to be paid by the TPCBA the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon delivery to the TPCBA of an undertaking, by or on behalf of such director, trustee,  or officer, to repay all amounts so advanced if it shall ultimately be determined that such director, trustee, or officer is not entitled to be indemnified under this Section 13.1 or otherwise.

13.2      Right of Claimant to Bring Suit. If a claim for which indemnification is required under Section 13.1 above is not paid in full by the TPCBA within sixty (60) days after a written claim has been received by the TPCBA, except in the case of a claim for expenses incurred in defending a proceeding in advance of its final disposition, in which case the applicable period shall be twenty (20) days, the claimant may at any time thereafter bring suit against the TPCBA to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. The claimant shall be presumed to be entitled to indemnification under this Article upon submission of a written claim (and, in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition, where the required undertaking has been tendered to the TPCBA), and thereafter the TPCBA shall have the burden of proof to overcome the presumption that the claimant is so entitled. Neither the failure of the TPCBA to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances nor an actual determination by the TPCBA that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled.

13.3     Non‑Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, or vote of disinterested directors, trustees, or otherwise.

13.4      Insurance, Contracts and Funding. The TPCBA may maintain insurance to protect itself and any director, trustee, officer, employee, or agent of the TPCBA or another corporation, partnership, joint venture, trust, or other enterprise against any expense, liability or loss, whether or not the TPCBA would have the power to indemnify such person against such expense, liability or loss under applicable law.

13.5      Indemnification of Employees and Agents of the TPCBA. The TPCBA may, by action of its Board of Trustees, from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to employees and agents of the TPCBA with the same scope and effect as the provisions of this Article with respect to the indemnification and advancement of expenses of directors, trustees, and officers of the TPCBA or pursuant to rights granted pursuant to, or provided by, the Act.
 

ARTICLE 14
AFFILIATED ORGANIZATIONS

The TPCBA may affiliate with such organizations as it may desire and may join with other organizations on a local, regional, statewide, or national basis to further the purpose of the TPCBA or its members.
 

ARTICLE 15
INTERPRETATION

15.1      Plain Meaning. These Bylaws shall be interpreted to give effect to the “plain meaning” of any term.

15.2      References to Electronic Notice. Any reference to “electronic notice” or “electronic voting” presumes that the relevant person has consented to such notice or transmission in accordance with the Act.

15.3      References to Members. Any references to member voting, refers only to members in good standing with the TPCBA.
 

ARTICLE 16
AMENDMENT OF BYLAWS

These Bylaws may be amended only by: (a) a two-thirds vote of the Board of Trustees present at a regular or special meeting at which a quorum is present; or (b) by electronic consent in accordance with the terms of Section 5.5 above.

By: Heather Young
Its: Secretary-Treasurer
Date: 3-25-21 approved

Amended and Approved 6-18-24 (Board of Trustees Meeting)
Desiree Hosannah, Secretary-Treasurer