ARTICLE 5
INDENIFICATION
Every member of the Board of Directors, officer or employee of the TPAE may be indemnified by the TPAE against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the board, officer, or employee of the TPAE, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided , however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the TPAE. The foreign right of indemnification shall be in addition and not excusive of all other rights which such member of the Board. Officer or employee is entitled.
ARTICLE 6
ADVISORY BOARDS AND COMMITEES
Section 6.01. Establishment. The Board of Directors may establish one or more Advisory Boards or Committee.
Section 6.02. Size, Duration, and Responsibilities. The size, duration, and responsibilities of such boards and committee shall be established by a majority vote of the Board of Directors.
ARTICLE 7
ACTIVITIES AND CERTIFICATION
Section 7.01. Activities. All Activities associated with or using TPAE generated materials must be approved by the Board of Directors or their appointed representative.
Section 7.02. Certification. All parties participating in TPAE sponsored activities must be certified by TPAE to conduct said activities and follow all requirements within the guidelines established by the TPAE.
Section 7.03. Certification/Membership TPAE may grant Certification to participate in sponsored activities to non-members at the Board’s discretion.
ARTICLE 8
FINANCIAL ADMINSTRATION
Section 8.01. Fiscal year. The fiscal year of the TPAE shall be September 1st- August 31st but may be changed by resolution of the Board of Directors.
Section 8.02. Checks, Drafts, Etc. All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the TPAE and in such manner as shall from time to time be determined by resolution of the Board of Directors of any committee to which such authority has been delegated by the board.
Section 8.03. Deposits and accounts. All funds of the TPAE, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the board of Directors or any committee to which such authority has been delegated by the Board may select/ or as may be selected by the chair or by any other officer or officers or agent or agents of the TPAE, to whom such power may for time to time be delegated by the board. For the purpose of deposit and for the purpose of collection for that account of the TPAE, checks, drafts, and other orders of the TPAE may be endorsed, assigned, and delivered on behalf of the TPAE by any officer or agent of the TPAE
.Section 8.04. Investments. The funds of the TPAE may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organization exempt from Federal income taxation under section 501(c )(3) of the Internal Revenue Code.
ARTICLE 9
BOOKS AND RECORDS
Correct of account of the activities and transactions of the TPAE shall be kept at the office of the TPAE. These shall include a minute book, which shall contain a copy of the Certification of Nonprofit status, a copy of these Bylaws, and all minutes of the Board of Directors.
ARTICLE 10
AMENDMENT OF BYLAWS
These Bylaws may be amended by a majority vote of the Board of Directors, provided prior notice is given of the purpose amendment in the notice of the meeting at which such action is taken, or provided all members of the board waive such notice, or by unanimous consent in writing without a meeting pursuant to section 3.08.