The Torch Club of Richmond

By-Laws of the Richmond Torch Club  

Adopted March 28, 1941

Amended January 3, 1950

Amended May 6, 1962  [ORDER??]

Amended December 1, 1959

Amended October 2, 1962

Amended May 7, 1968

Amended May 4, 1971

Amended March 2, 1976

Amended December 2, 1980

Amended May 2, 1989

Amended April 3, 2001

Amended January 8, 2002

Amended March 1, 2005

I. NAME

The name of this organization shall be The Torch Club of Richmond, Virginia (hereinafter referred to as the “Club”), a member of the International Association of Torch Clubs, Incorporated.

II. PURPOSE

A. Object. The general object of this organization shall be to give to the members of the different professions the opportunity of meeting together in the spirit of fellowship, and to develop a  breadth of thought and culture.

B. International Affiliation. The  Club hereby ratifies and agrees to be bound by the Constitution of the International Association of Torch Clubs, and by all bylaws thereunder enacted.

III.  MEMBERSHIP

A. Classification of Memberships. The categories of membership recognized by this club are: Active, Inactive, and Emeritus.

  1. Active Memberships. These include persons of good moral and ethical standing, actively or formerly engaged in a profession or discipline. Such persons shall satisfy the following Torch criteria:

a.      Have a professional degree from an accredited school or are recognized by their profession to have an acceptable equivalent in training and experience.

b.     Have pursued work that requires a mastery of some area of knowledge and skills, the exercise of judgment and assumption of individual responsibility, as opposed to the carrying out of essentially routine procedures.

c.      Have maintained standards of competence and integrity in their professional practice.

In addition, proposed members must be interested in Torch objectives and be able and willing to contribute to Club programs. Proposed members must be known to be intellectually alert, socially compatible, and financially responsible.

2. Inactive Membership. All active members who are no longer willing or able to attend and contribute to Club programs may be transferred to an inactive list upon written request to and approval by the Club Board of Directors (hereinafter referred to as the “Board”). Inactive members shall advise the Board each year of their continued interest in Club membership.

3. Emeritus Membership. The Board may designate as an Emeritus member of the Club any person who has been active in Torch for at least 25 years and is no longer able to participate actively in or regularly attend Club meetings, or any person who has reached the age of 90 and is no longer able to participate actively in or regularly attend Club meetings. Emeritus members shall advise the Board each year of their continued interest in Club memberships.

B. Transfer of Membership. A member in good standing of another Torch Club, who becomes a resident within the territorial limits of the Club, who becomes a resident within the territorial limits of the Club, shall be eligible to election as a member of the Club without initiation fee.

C. Membership Reelection. A former Club member in good standing shall be eligible to reelection as a member without initiation fee.

IV. ADMISSIONS OF MEMBERS

A.  Members shall be elected by a majority vote of the Board, but no person shall be elected whose nomination for membership has not been endorsed by two members of the Club and approved by the Membership Committee.

B. Unless changed by a two-thirds vote of the Board, the membership shall be limited to 100, exclusive of inactive and emeritus members. Transfer members from other Torch Clubs may be admitted in excess of 100, but the roll is closed to new members whenever the active list is 100 or more.

C. From time to time, the Board may review the membership of the Club to assure a heterogeneous mix of professional backgrounds among members. If appropriate, the membership shall be notified at the next meeting that, except in unusual cases, no candidates shall be proposed in any profession which has, in the opinion of the Board, sufficient representation in the current membership. The Membership Committee chairman shall oversee this matter and advise the Board and Club members accordingly.

V. OFFICERS, DIRECTORS, COMMITTEES

A. The officers of the Club shall be a president, a vice president, a secretary, and a treasurer, each of whom shall be elected. They shall perform the duties usually incident to these offices.

            No salary shall attach to any office, but the treasurer shall reimburse officers and members for reasonable expenses incurred, including such stenographic and clerical services as it is necessary for them to employ.  Such reimbursement shall be under the direction of the Board for amounts more than $100.00.

B. Board of Directors. The Board shall consist of the officers of the Club and six additional members exclusive of members ex officio. Each of the non-officer directors shall be elected for a term of three years, with two such directors to be elected each year. The president shall serve as Chairman of the Board.

C. The offices and two additional directors shall be elected annually at the regular AT THE REGULAR May meeting of the Club. The president shall, at the March meeting or earlier, appoint a committee to nominate officers and directors for the following year, their report to be presented at the April meeting. Other nominations for officers and directors may be made by the members at the April meeting only.

            All newly elected officers and other members of the Board shall take office at the June meeting of the Club each year.

            The retiring president shall not be eligible for reelection as president, but for one year following retirement the retiring president shall be an ex officio member of the Board.

            Six members of the Board shall constitute a quorum for the transaction of business. All matters of business pertaining to the Club, except such as may be herein specifically reserved to the members at large, shall be vested in the Board.

            Any vacancy on the Board shall be filled by majority vote of the remaining directors until the next regular election.

D. Committees. There shall be the following standing committees, to be appointed annually by the president: Program, Membership, and Paxton Papers. Each such committee shall consist of three members. Chairmen of these standing committees shall become ex officio members of the Board unless previously elected to the body. (The president may appoint the vice president as Program Chairman, and additional members would be elected as desired by the vice president.)

E. Each year at least two months before the annual convention of the International Association of Torch Clubs, the Board shall elect from the Club membership two delegates and two alternates who are able and willing to attend such convention. Necessary out-of-pocket expenses of the two delegates who represent the Club at a convention of the Association shall be paid from the Club treasury to the extent approved by the Board.

VI. MEETINGS

A. Regular meetings of the Club shall be held each month, except in the months of July, August, and September, on dates to be filled by the Board.

B. The president may call a special meeting at any time and shall do so on request in writing of at least five members.

C. The annual meeting of the Club shall be the regular meeting held in the month of May.

D. Written notice of the time and place of all meetings shall be given to each member by the secretary.

E. Twenty members or one-third of all members of the Club shall constitute a quorum for the transaction of business.

VII. MEMBERSHIP FEES AND DUES

A. Initiation Fee. The Board may set an initiation fee for new members.

B. Annual Dues for Active Members.

1. Annual Dues. Annual dues shall be determined by the Board. Dues may be set to include the cost of meals at all regular meetings. Supplemental charges may be made for meal costs and related expenses, provided that any such charges shall be applicable only on a per-meal basis for those who actually attend or make a reservation for which expenses are incurred by the Club.

2. Payment of Dues. Annual dues shall be due and payable to the Club’s treasurer after August 31 each year. At the option of each member, the full amount may be payable at the first fall meeting or one half may be payable at the first fall meeting and the other half at the first meeting in February. The fiscal year of the Club shall be from July 1 through June 30.

3. New Members. New members admitted after the first meeting of the fiscal year shall pay prorated dues. New members shall reduce the annual amount owed by 10% for each of the regular meetings of the Club previously held during that season. Those joining the Club before February shall have the option of paying in two equal installments—the first to January, inclusive, and the second from February to June, inclusive.

4. Temporary Leave of Absence. A member in good standing may apply to the Board for a temporary leave of absence of up to one year due to a short-term job posting out of the area, a sabbatical, or other similar circumstances. The request shall be submitted in writing at least one month prior to the beginning of the leave. IF accepted, the member’s dues for that yar wil be prorated on the basis of reducing the annual amount by 10% for each of the regular meetings of the Club missed.  

5. International Torch. The Club shall pay all fees and dues required by the International Association of Torch Clubs, without extra assessment. 

C. Annual Dues for Others

1. Inactive Members. First- or second-half dues current at the time of the request for inactive membership must be paid, and payment of further dues will be waived. No refund will be made for dues already paid.

2. Emeritus Members. An emeritus member shall pay no dues other than the cost of meals actually attended.

3. Special Circumstances. The Board may make special arrangements for dues and fees from persons with special circumstances that prohibit them from participating in the Club as regular members (e.g., caregivers and persons with complex medical problems).

 4. International Torch. Members as noted in this section may elect to pay for continued membership in the International Association of Torch Clubs. Should a member who allows his or her membership to lapse decide later to reapply, he or she will be liable for International’s application fee. 

D. Any members whose dues payable in February have not been paid by the following October first, or whose dues payable in October have not been paid by the following February first, may be dropped from membership. However, any member so dropped may, upon application to the Board, within a year of being dropped, be reinstated upon the payment of all dues owing at the time of such member’s reapplication, excluding dues for time between the date of lapsed membership and the date of reapplication. 

E. Any member, being absent for five consecutive meetings without adequate written excuse presented to the secretary, may be dropped from membership. Such members may be reinstated within the current year at the discretion of the Board, provided current dues are paid up.  Otherwise, reapplication through the Membership Committee, provided current dues are paid up, is necessary.

VIII. RESOLUTIONS

The Club shall not endorse or recommend any candidate for public office, nor take any action as an organization upon any political, social, or religious proposal or measure. It is one of the objects of the Club to encourage entire freedom of discussion and expression of opinion, but the Club as such shall not attempt by resolution or otherwise to take a public position with respect to any public questions.

XI. AMENDMENTS

 These bylaws may be amended by a two-thirds vote of the members present at any meeting of the Club, provided notice in writing of the proposed amendments shall have been mailed to all the members by the secretary at least two weeks prior to the meeting and provided that the notice shall have been read at the preceding meeting.