Page 44 - TNPGA 2020 Directory

BY-LAWS - continued

may be removed from office only for malfeasance following the procedures for removal of a member
specified in section 5.06.

Section 6.03 Resignation. Any officer may resign from an office at any time by giving written notice to
the Board of Directors. Unless otherwise specified in the written notice, the resignation shall be effective
upon delivery to the Board of Directors.

Section 6.04 Powers and Duties of Officers. Subject to the control of the Association members, all
officers as between themselves and the Association shall have such authority and perform such duties
in the management of the Association as may be provided by the members and, to the extent not so
provided, as generally pertain to their respective offices.
a) President. The President shall serve as the chief executive officer of the Association. The President
shall preside at all meetings of the Association members and, subject to the supervision of the members,
shall perform all duties customary to that office and shall supervise and control all of the affairs of the
Association in accordance with policies and directives approved by the members. The President shall
be a non-voting member of all standing and special committees and shall receive timely notice of all
committee meetings.
b) First Vice President. In the absence of the President or in the event of the President’s inability
to serve, the First Vice President shall perform the duties of the President, and, when so acting, shall
have all the powers of and be subject to all the restrictions upon the President. The First Vice President
shall perform such other duties and have such other powers as the Association members may from time
to time prescribe by standing or special resolution, or as the President may from time to time provide,
subject to the powers and the supervision of the members. The First Vice President shall oversee the
activities of the Market Development Committee and the Governmental Affairs Committee. The First Vice
President shall chair the State Convention Committee.
c) Second Vice President. In the absence of the President and First Vice President or in the event
that both are unable to serve, the Second Vice President shall perform the duties of the President, and,
when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The
Second Vice President shall perform such other duties and have such other powers as the Association
members may from time to time provide, subject to the powers and the supervision of the members.
The Second Vice President shall oversee the activities of the Safety and Education Committee, the Audit
Committee, and the Membership Committee.

d) Secretary-Treasurer. The Secretary-Treasurer shall be responsible for the keeping of an accurate
record of the proceedings of all meetings of the Association, shall give or cause to be given all notices in
accordance with these Bylaws or as required by law. The Secretary-Treasurer shall have custody of the
corporate seal of the Association, if any; and the Secretary-Treasurer shall have authority to affix the
same to any instrument requiring it; and, when so affixed, the signature of the Secretary-Treasurer may
attest it. The Secretary-Treasurer shall have the custody of, and be responsible for, all funds and securities
of the Association. The Secretary-Treasurer and the Executive Director shall co-sign all disbursements of
the association. The Secretary-Treasurer shall keep or cause to be kept complete and accurate accounts
of receipts and disbursements of the Association, and shall deposit all monies and other valuable
property of the Association in the name and to the credit of the Association in such banks or depositories
as the Association members may designate. Whenever required by the members, the Secretary-Treasurer
shall render a statement of accounts. The Secretary-Treasurer shall at all reasonable times exhibit the
books and accounts to any officer or member of the Association, and shall perform all duties incident to
the office of Secretary-Treasurer, subject to the supervision of the members, and such other duties as
shall from time to time be assigned by the members. The Secretary-Treasurer shall give bond or security
for the faithful performance of the duties of Secretary-Treasurer as the members may require, for which

44 TNPGA MEMBERSHIP DIRECTORY - 2020