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Cultural Diversity Statement
A1LabArts embraces the richness of the cultural diversity of the greater Knoxville metropolitan area it serves and ascribes to the following philosophy:
- Cultural diversity is a strength of our society that should be recognized, encouraged and affirmed by its arts and cultural institutions.
- A1LabArts provides areas of common ground where people are encouraged to come together in a spirit of collaboration and cross-cultural exchange.
- Therefore, in all areas of its operations—including governance, staffing, exhibiting, educating, interpreting, performing and promoting—A1LabArts shall strive to reflect the cultural diversity of its constituencies and act as a catalyst for raising awareness of other cultures, traditions and belief systems both within and beyond our service area.
Goals and Activities - Statement of our goals and principal activities.
A1LabArts actively participates and develops arts venues in Knoxville by its working board and volunteers through various committees.
GOALS A1LabArts
• Develop educational events and activities including, but not limited to, presentations, lectures, seminars, forums and published text materials that introduce community audiences to contemporary forms of art.
• Create an awareness of art forms that involve interaction between the arts, including, but not limited to, visual arts, media arts, music, theater, creative writing, poetry and performance art through the presentation of local, regional and nationally based artists.
• Provide opportunities for community artists to showcase their works.
• Establish new and appreciative audiences for interdisciplinary arts in order to support the works of interactive artists throughout the community.
• Act as clearing house through which artists can advertise their works and contact other artists throughout the country.
GOALS A1LabArts
• Develop educational events and activities including, but not limited to, presentations, lectures, seminars, forums and published text materials that introduce community audiences to contemporary forms of art.
• Create an awareness of art forms that involve interaction between the arts, including, but not limited to, visual arts, media arts, music, theater, creative writing, poetry and performance art through the presentation of local, regional and nationally based artists.
• Provide opportunities for community artists to showcase their works.
• Establish new and appreciative audiences for interdisciplinary arts in order to support the works of interactive artists throughout the community.
• Act as clearing house through which artists can advertise their works and contact other artists throughout the country.
Standing Committees
Artist Exchange Program
The primary mission of this program is to promote the development of a community of artists that will enhance the cultural environment by providing opportunities for artistic enrichment and creative excitement through an exchange of knowledge and ideas and to educate the community about the world of art. The Artists Exchange allows for an interchange of ideas about art through studio visits and informal discussions between A1LabArts artists members. These are usually scheduled on a monthly basis throughout the year.
Artist members of A1 will have priority in hosting an exchange program. However, if a scheduled exchange is cancelled for unforeseen circumstances, A1 may call upon any other artist, member or non-member to fill in on that vacated date. Notification of scheduled artist exchanges will be sent only to A1 members, though members may personally invite guests to any session.
Development Committee
The Development Committee provides a financial network that ensures that all functions of A1LabArts are feasible and successful. Developing a network includes, but is not limited to, monetary contributions, in-kind contributions, applying for government and private grants, maintaining a strong and vital membership, and establishing an active pool of funding sources.
Exhibitions Committee
To schedule and organize all A1LabArts functions that involve exhibitions of art work and related activities. The chair of the committee will be responsible for submitting proposals from the committee to the Board for approval. Exhibitions should promote the mission of A1LabArts.
Nominating
The nominating Committee is appointed by the Board of Directors and shall solicit names of candidates for Board membership prior to the annual meeting and at any time there are vacancies on the Board which need to be filled. Members of this committee must be Board Members.
Public Relations Committee
The mission of the Public Relations Committee is to increase public awareness of A1LabArts, to promote its activities and to build a strong organizational image through print, radio, television, and digital media channels. The committee’s goals are: to publicize and support A1LabArts exhibitions and activities; to advise and coordinate publication of print materials used for promotion; to advise and coordinate content and design of the web site; and to coordinate advertisements, announcements, and promotional functions.
Outreach
The mission of the Outreach Committee is to devise and implement activities that will develop an appreciation of new art forms among A1LabArts members, non-member artists and community groups. To encourage and facilitate the realization of the artistic visions of all people within our reach.
The primary mission of this program is to promote the development of a community of artists that will enhance the cultural environment by providing opportunities for artistic enrichment and creative excitement through an exchange of knowledge and ideas and to educate the community about the world of art. The Artists Exchange allows for an interchange of ideas about art through studio visits and informal discussions between A1LabArts artists members. These are usually scheduled on a monthly basis throughout the year.
Artist members of A1 will have priority in hosting an exchange program. However, if a scheduled exchange is cancelled for unforeseen circumstances, A1 may call upon any other artist, member or non-member to fill in on that vacated date. Notification of scheduled artist exchanges will be sent only to A1 members, though members may personally invite guests to any session.
Development Committee
The Development Committee provides a financial network that ensures that all functions of A1LabArts are feasible and successful. Developing a network includes, but is not limited to, monetary contributions, in-kind contributions, applying for government and private grants, maintaining a strong and vital membership, and establishing an active pool of funding sources.
Exhibitions Committee
To schedule and organize all A1LabArts functions that involve exhibitions of art work and related activities. The chair of the committee will be responsible for submitting proposals from the committee to the Board for approval. Exhibitions should promote the mission of A1LabArts.
Nominating
The nominating Committee is appointed by the Board of Directors and shall solicit names of candidates for Board membership prior to the annual meeting and at any time there are vacancies on the Board which need to be filled. Members of this committee must be Board Members.
Public Relations Committee
The mission of the Public Relations Committee is to increase public awareness of A1LabArts, to promote its activities and to build a strong organizational image through print, radio, television, and digital media channels. The committee’s goals are: to publicize and support A1LabArts exhibitions and activities; to advise and coordinate publication of print materials used for promotion; to advise and coordinate content and design of the web site; and to coordinate advertisements, announcements, and promotional functions.
Outreach
The mission of the Outreach Committee is to devise and implement activities that will develop an appreciation of new art forms among A1LabArts members, non-member artists and community groups. To encourage and facilitate the realization of the artistic visions of all people within our reach.
BYLAWS
A1LabArts, Inc.
BYLAWS
(Last Amended January 17, 2005)
These bylaws shall regulate the affairs of A1LabArts, Inc. (the Corporation), subject to the provisions of the Corporation’s Charter and any applicable provisions of the Tennessee Nonprofit Corporation Act, Section 48-51-101, et seq., Tennessee Code Annotated.
ARTICLE 1: MEMBERSHIP
1.1 Qualifications Membership shall be open to any individual who pays annual dues, registers with the Membership Chair, and fulfills any other qualifications set by the Board of Directors. 1.2 Rights Each member shall be entitled to make proposals for A1LabArts-sponsored activities or events, as well as for any other order of business within the framework of these Bylaws, including proposals for the amendment of these Bylaws, cast one (1) vote on matters coming before the membership and run for office or a seat on the Board of Directors. 1.3. Privileges Privileges of membership shall include the opportunity to participate in A1LabArts activities, free or reduced admission to A1LabArts sponsored events and other privileges as determined by the Board of Directors. 1.4 Annual Meetings There shall be an annual meeting of the membership, the date for which will be determined by the Board of Directors. The Annual Meeting shall include the President’s report on the Corporation’s activities of the past year, the Treasurer’s report on the financial condition of the Corporation and the election of officers and Directors. 1.5 Special Meetings Special meetings shall be called at the request of the Board of Directors or by petition signed by ten percent (10%) of the membership and received by the Secretary no less than two (2) weeks in advance of the meeting date for the purpose of conducting special business between Annual meetings, such as proposals to remove officers or board members or to amend these Bylaws. 1.6 Notification 1.61 Membership will be given proper notification no less than ten (10) days in advance of these meetings as to the date, place and time of the meeting. Notice for special meetings shall also include a description of the matter or matters for which the meeting is called.
1.62 Notice for the Annual meeting shall include a list of nominations for officers and directors made by the Board of Directors or its Nominating Committee.
1.7 Quorum and Voting Requirements 1.71 Quorum for any meeting shall be ten percent (10%) of the total membership.
1.72 If quorum is present when a votes is taken, action on a matter is approved by an affirmative vote of a majority of the members present, except as provided in these Bylaws.
1.73 Any action which may be taken at any Annual or special meeting of members may be taken without a meeting if the Corporation delivers a written ballot to every members entitled to vote on the matter(s). The number of votes cast and received by the Secretary by the specified date must be equal or exceed the quorum.
ARTICLE 2: BOARD OF DIRECTORS
2.1 General Powers All corporate powers of the Corporation shall be exercised by or under the authority of, and the affairs of the Corporation shall be managed under the direction of, a Board of Directors. 2.2 Duties of the Board of Directors Duties of the Board of Directors shall included attending regular board meetings, determining the activities and defining the philosophy of A1LabArts, allocating funds, if any, to realize the activities of A1LabArts and being responsible for the nomination of officers and directors. 2.3 Number and Qualifications The Board of Directors shall be comprised of no less than three (3) and nor more than fifteen (15) directors, as shall be determined by the membership at its annual meeting. All directors must be natural persons and shall be at least eighteen (18) years of age. 2.4 Elections and terms Except for the initial directors named in the Charter, directors shall be elected by the membership at the annual meetings. Directors shall be elected for a three-year term and may be re-elected. With the approval of this amendment, directors’ terms shall be initially staggered on three, two and one year terms by the drawing of lots. 2.5 Nominations Nominations for directors shall be made by the Board and A1LabArts members and submitted to the Nominating Committee appointed by the Board no later than November 15. The Board will circulate the slate of nominees to the general membership no less than three (3) weeks prior to the Annual Meeting. 2.6 Meetings 2.6.1 The Board shall hold regular meetings at such times and places as the Board, by majority vote of its members, sees fit.
2.6.2 Special meetings of the Board may be called by the President, the presiding office of the Board, or any two (2) directors.
2.6.3 Notice of Meetings
2.6.3.1 Regular meetings of the Board of Directors may be held without notice.
2.6.3.2 Special meetings require no less than forty-eight (48) hours written or oral notice of the date, time and place of the meeting.
2.6.3.3 Waiver of notice of meeting: if a director attends or participates in a meeting, he or she waives any required notice to him or her of the meeting unless the director at the beginning of the meeting (or promptly on arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
2.7 Voting and Quorum 2.7.1 A quorum of the Board of Directors consists of one-third (1/3) of the directors (but n fewer than two (2) of the directors then in office before a meeting begins.
2.7.2 If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present is the act of the Board of Directors, except as otherwise provided in these Bylaws.
2.7.3 Action that is required or permitted to be taken at a meeting of the Board of Directors may be taken without such a meeting if all the directors consent to taking such action without a meeting. If all directors consent, the affirmative vote of the number of Directors that would be necessary to authorize such action at a meeting shall be the act of the Board, except as otherwise provided by these Bylaws. Such consent(s) shall describe the action taken, be in writing, be signed by each director entitled to vote, indicate each signing director’s vote or abstention on the action, and be delivered to the Secretary of the Corporation and included in the minutes filed with the corporate records.
2.8 Resignations, Removal and Vacancies 2.8.1 Directors may resign by delivering a written letter of resignation to the Board of Directors. The resignation is effective immediately upon receipt of the letter, unless stated otherwise.
2.8.2 Members may vote to remove one (1) or more directors at a special meeting called for this purpose. If a director consistently misses one-half or more of the meetings of the Board of Directors, that director may be removed by a majority vote of other directors.
2.8.3 Whenever a vacancy occurs on the Board, other than from the expiration of a term of office, the remaining directors shall appoint a director to fill the vacancy until the next Annual Meeting, unless the directors call a special meeting of the membership for this purpose.
ARTICLE 3: OFFICERS
3.1 Required Officers of the Board of Directors 3.1.1 The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer. Except fo the offices of President and Secretary, the same individual may simultaneously hold more than one (1) office in the Corporation.
3.1.2 Other offices may be created by the Board of Directors as it deems necessary.
3.1.3 Each officer shall be a member in good standing prior to his or her nomination and election. Officers may not be students during their terms of office.
3.2 Nominations, Elections and Terms of Office 3.2.1 Nominations for officers shall be made by the Board of Directors, or by a special Nominating Committee appointed by the Board, no less than three (3) weeks prior to the Annual Meeting. Nominations may also be made by petition signed by a least ten percent (10%) of the membership and received by the Secretary prior to the election.
3.2.2 Officers shall be elected by the membership at the Annual Meeting.
3.2.3 The officers of the Corporation shall hold office for one (1) year or until successors are chosen and qualify in their stead, subject, however, to the right and authority of the Board of Directors to remove any officer at any time. Officers may be re-elected.
3.3 Powers and Duties of the Officers In addition to the duties listed below, each officer shall be expected to attend Board meetings unless otherwise instructed by the Board.
3.31 President
The President shall be the Chief Executive Officer of the Corporation and shall have general and active management of the Corporation, and shall see that all orders and resolutions of the membership and the Board of Directors are carried into effect, subject, however, to the right of the Board of Directors to delegate any specific powers, unless exclusively conferred upon the President by law, to other officer(s) of the Corporation.
3.32 Vice President
The Vice-President shall in the official absence of the President carry out all duties of the Presidency including having general and active management of the Corporation, and shall see that all orders and resolutions of the membership and the Board of Directors are carried into effect, subject, however, to the right of the Board of Directors to delegate any specific powers, unless exclusively conferred upon the Office of the President by law, to other officer(s) of the Corporation.
3.33 Secretary
The Secretary shall keep a record of all meetings of the membership and the Board and shall have general charge and supervision over the books and records of the Corporation. The Secretary shall be responsible for the filing of all necessary reports with the Secretary of State as required by the Tennessee Nonprofit Corporation Act and for issuing notices of meetings to members and Directors. The Secretary shall also perform any other duties assigned to him or her by the Board of Directors or by the President. In the event the Secretary is absent or otherwise unable to take minutes of a meeting where minutes are required, the presiding officer shall appoint another person, subject to approval of those present and entitled to vote at such a meeting, to take minutes thereof.
3.34 Treasurer
The Treasurer shall have the custody of the Corporation funds and securities and shall keep full and accurate receipts and disbursements in the appropriate Corporation books, and shall require the deposit of all monies and other valuable assets in the name of and to the credit of the Corporation in such a financial institution as may be ordered by the Board of Directors. The Treasurer shall be required to disburse funds of the Corporation as may be ordered by the Board of Directors, and render to the President and the Board of Directors, at any time as they may require, an account of his or her transactions and of the financial condition of the Corporation.
3.4 Resignations, Removals and Vacancies 3.4.1 Officers may resign by delivering a written notice to the Corporation. The resignation is effective immediately upon receipt of the letter, unless otherwise stated.
3.4.2 Any officer may be removed by an act of the Board of Directors. The membership may also vote to remove any officer at a special meeting called for this purpose.
3.4.3 Any vacancies in office shall be filled by the Board of Directors as soon as practicable unless the Directors call a special meeting of the membership for this purpose.
ARTICLE 4: COMMITTEES
4.1 The Board of Directors may create committees consisting of one or more persons as it sees fit.
4.2 The Board of Directors shall appoint committee heads from either the directorship or the membership of the Corporation, and shall have the power to remove any committee head as it deems appropriate.
ARTICLE 5: MISCELLANEOUS PROVISIONS
5.1 Fiscal Year The fiscal year of this Corporation shall be from January 1 to December 31. 5.2 Tax Exempt Status It is intended that the Corporation shall have and continue to have the status of an organization which is exempt from federal income taxation under section 501(c)3 of the Internal Revenue Code, and all activities of the Corporation shall be conducted accordingly and all powers and activities hereunder shall be limited accordingly. 5.3 Proper Notice 5.31 Notices of Meetings
Except where otherwise provided in these Bylaws, notice for a meeting shall be given in person, or by telephone, telegraph, electronic mail or other form of wire or wireless communication, or in a letter or postcard sent postage prepaid by first class United States Mail, or in such forms as a newsletters or other regular publication sent by United States Mail. notice shall be sent to each person at the most recent address that appears for that person on the books of the Corporation. Members and Directors shall be responsible for informing the Secretary of any changes in address. Notice shall be deemed to have been given at the earliest of the following: when received or five (5) days after its deposit in the United States Mail.
5.32 Proof of Notice
Proof of notice must be presented at the beginning of each meeting for which a notice is required by the Secretary or his or her representative. Proof of notice shall be in the form of a list including the date that the notice was issued and the names and addresses, as listed in current corporate records, of those entitled to vote at the meeting to whom the notice was issued.
5.33 Waiver of Notice
Whenever any notice is required to be given, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the date stated thereon, and delivered to the Secretary of the Corporation and included in the minutes or corporate records, shall be deemed equivalent thereto.
5.4 Offices and Registered Agent
5.41 Principal Office
The principal office of the Corporation shall be that which is designated as such in its Charter. 5.42 Registered Office The Corporation shall designate and continuously maintain a registered office in the State of Tennessee. 5.43 Registered Agent The Corporation shall designate and continuously maintain a registered agent in the State of Tennessee at its registered office. ARTICLE 6: AMENDMENTS
6.1 These Bylaws may be amended to the extent that they do not conflict with the Charter of the Corporation or with any applicable provisions of the Tennessee Nonprofit Act, Section 48-51-101, et seq., Tennessee Code Annotated.
6.2 Amendments to these Bylaws may be proposed by the Board of Directors or by a petition signed by ten percent (10%) of the membership.
6.3 Proposals to amend the Bylaws shall be voted on at either a special meeting or the Annual Membership meeting as determined by the Board of Directors.
6.4 An amendment to these Bylaws shall be approved by the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less.<
Record of Amending Actions
February 24, 1997: Annual Meeting
November 7, 1995: Special Meeting
January 13, 2003: Annual Meeting
(F05C. CORPORATION DOCS 01C Bylaws As of 01.19.05)
BYLAWS
(Last Amended January 17, 2005)
These bylaws shall regulate the affairs of A1LabArts, Inc. (the Corporation), subject to the provisions of the Corporation’s Charter and any applicable provisions of the Tennessee Nonprofit Corporation Act, Section 48-51-101, et seq., Tennessee Code Annotated.
ARTICLE 1: MEMBERSHIP
1.1 Qualifications Membership shall be open to any individual who pays annual dues, registers with the Membership Chair, and fulfills any other qualifications set by the Board of Directors. 1.2 Rights Each member shall be entitled to make proposals for A1LabArts-sponsored activities or events, as well as for any other order of business within the framework of these Bylaws, including proposals for the amendment of these Bylaws, cast one (1) vote on matters coming before the membership and run for office or a seat on the Board of Directors. 1.3. Privileges Privileges of membership shall include the opportunity to participate in A1LabArts activities, free or reduced admission to A1LabArts sponsored events and other privileges as determined by the Board of Directors. 1.4 Annual Meetings There shall be an annual meeting of the membership, the date for which will be determined by the Board of Directors. The Annual Meeting shall include the President’s report on the Corporation’s activities of the past year, the Treasurer’s report on the financial condition of the Corporation and the election of officers and Directors. 1.5 Special Meetings Special meetings shall be called at the request of the Board of Directors or by petition signed by ten percent (10%) of the membership and received by the Secretary no less than two (2) weeks in advance of the meeting date for the purpose of conducting special business between Annual meetings, such as proposals to remove officers or board members or to amend these Bylaws. 1.6 Notification 1.61 Membership will be given proper notification no less than ten (10) days in advance of these meetings as to the date, place and time of the meeting. Notice for special meetings shall also include a description of the matter or matters for which the meeting is called.
1.62 Notice for the Annual meeting shall include a list of nominations for officers and directors made by the Board of Directors or its Nominating Committee.
1.7 Quorum and Voting Requirements 1.71 Quorum for any meeting shall be ten percent (10%) of the total membership.
1.72 If quorum is present when a votes is taken, action on a matter is approved by an affirmative vote of a majority of the members present, except as provided in these Bylaws.
1.73 Any action which may be taken at any Annual or special meeting of members may be taken without a meeting if the Corporation delivers a written ballot to every members entitled to vote on the matter(s). The number of votes cast and received by the Secretary by the specified date must be equal or exceed the quorum.
ARTICLE 2: BOARD OF DIRECTORS
2.1 General Powers All corporate powers of the Corporation shall be exercised by or under the authority of, and the affairs of the Corporation shall be managed under the direction of, a Board of Directors. 2.2 Duties of the Board of Directors Duties of the Board of Directors shall included attending regular board meetings, determining the activities and defining the philosophy of A1LabArts, allocating funds, if any, to realize the activities of A1LabArts and being responsible for the nomination of officers and directors. 2.3 Number and Qualifications The Board of Directors shall be comprised of no less than three (3) and nor more than fifteen (15) directors, as shall be determined by the membership at its annual meeting. All directors must be natural persons and shall be at least eighteen (18) years of age. 2.4 Elections and terms Except for the initial directors named in the Charter, directors shall be elected by the membership at the annual meetings. Directors shall be elected for a three-year term and may be re-elected. With the approval of this amendment, directors’ terms shall be initially staggered on three, two and one year terms by the drawing of lots. 2.5 Nominations Nominations for directors shall be made by the Board and A1LabArts members and submitted to the Nominating Committee appointed by the Board no later than November 15. The Board will circulate the slate of nominees to the general membership no less than three (3) weeks prior to the Annual Meeting. 2.6 Meetings 2.6.1 The Board shall hold regular meetings at such times and places as the Board, by majority vote of its members, sees fit.
2.6.2 Special meetings of the Board may be called by the President, the presiding office of the Board, or any two (2) directors.
2.6.3 Notice of Meetings
2.6.3.1 Regular meetings of the Board of Directors may be held without notice.
2.6.3.2 Special meetings require no less than forty-eight (48) hours written or oral notice of the date, time and place of the meeting.
2.6.3.3 Waiver of notice of meeting: if a director attends or participates in a meeting, he or she waives any required notice to him or her of the meeting unless the director at the beginning of the meeting (or promptly on arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
2.7 Voting and Quorum 2.7.1 A quorum of the Board of Directors consists of one-third (1/3) of the directors (but n fewer than two (2) of the directors then in office before a meeting begins.
2.7.2 If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present is the act of the Board of Directors, except as otherwise provided in these Bylaws.
2.7.3 Action that is required or permitted to be taken at a meeting of the Board of Directors may be taken without such a meeting if all the directors consent to taking such action without a meeting. If all directors consent, the affirmative vote of the number of Directors that would be necessary to authorize such action at a meeting shall be the act of the Board, except as otherwise provided by these Bylaws. Such consent(s) shall describe the action taken, be in writing, be signed by each director entitled to vote, indicate each signing director’s vote or abstention on the action, and be delivered to the Secretary of the Corporation and included in the minutes filed with the corporate records.
2.8 Resignations, Removal and Vacancies 2.8.1 Directors may resign by delivering a written letter of resignation to the Board of Directors. The resignation is effective immediately upon receipt of the letter, unless stated otherwise.
2.8.2 Members may vote to remove one (1) or more directors at a special meeting called for this purpose. If a director consistently misses one-half or more of the meetings of the Board of Directors, that director may be removed by a majority vote of other directors.
2.8.3 Whenever a vacancy occurs on the Board, other than from the expiration of a term of office, the remaining directors shall appoint a director to fill the vacancy until the next Annual Meeting, unless the directors call a special meeting of the membership for this purpose.
ARTICLE 3: OFFICERS
3.1 Required Officers of the Board of Directors 3.1.1 The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer. Except fo the offices of President and Secretary, the same individual may simultaneously hold more than one (1) office in the Corporation.
3.1.2 Other offices may be created by the Board of Directors as it deems necessary.
3.1.3 Each officer shall be a member in good standing prior to his or her nomination and election. Officers may not be students during their terms of office.
3.2 Nominations, Elections and Terms of Office 3.2.1 Nominations for officers shall be made by the Board of Directors, or by a special Nominating Committee appointed by the Board, no less than three (3) weeks prior to the Annual Meeting. Nominations may also be made by petition signed by a least ten percent (10%) of the membership and received by the Secretary prior to the election.
3.2.2 Officers shall be elected by the membership at the Annual Meeting.
3.2.3 The officers of the Corporation shall hold office for one (1) year or until successors are chosen and qualify in their stead, subject, however, to the right and authority of the Board of Directors to remove any officer at any time. Officers may be re-elected.
3.3 Powers and Duties of the Officers In addition to the duties listed below, each officer shall be expected to attend Board meetings unless otherwise instructed by the Board.
3.31 President
The President shall be the Chief Executive Officer of the Corporation and shall have general and active management of the Corporation, and shall see that all orders and resolutions of the membership and the Board of Directors are carried into effect, subject, however, to the right of the Board of Directors to delegate any specific powers, unless exclusively conferred upon the President by law, to other officer(s) of the Corporation.
3.32 Vice President
The Vice-President shall in the official absence of the President carry out all duties of the Presidency including having general and active management of the Corporation, and shall see that all orders and resolutions of the membership and the Board of Directors are carried into effect, subject, however, to the right of the Board of Directors to delegate any specific powers, unless exclusively conferred upon the Office of the President by law, to other officer(s) of the Corporation.
3.33 Secretary
The Secretary shall keep a record of all meetings of the membership and the Board and shall have general charge and supervision over the books and records of the Corporation. The Secretary shall be responsible for the filing of all necessary reports with the Secretary of State as required by the Tennessee Nonprofit Corporation Act and for issuing notices of meetings to members and Directors. The Secretary shall also perform any other duties assigned to him or her by the Board of Directors or by the President. In the event the Secretary is absent or otherwise unable to take minutes of a meeting where minutes are required, the presiding officer shall appoint another person, subject to approval of those present and entitled to vote at such a meeting, to take minutes thereof.
3.34 Treasurer
The Treasurer shall have the custody of the Corporation funds and securities and shall keep full and accurate receipts and disbursements in the appropriate Corporation books, and shall require the deposit of all monies and other valuable assets in the name of and to the credit of the Corporation in such a financial institution as may be ordered by the Board of Directors. The Treasurer shall be required to disburse funds of the Corporation as may be ordered by the Board of Directors, and render to the President and the Board of Directors, at any time as they may require, an account of his or her transactions and of the financial condition of the Corporation.
3.4 Resignations, Removals and Vacancies 3.4.1 Officers may resign by delivering a written notice to the Corporation. The resignation is effective immediately upon receipt of the letter, unless otherwise stated.
3.4.2 Any officer may be removed by an act of the Board of Directors. The membership may also vote to remove any officer at a special meeting called for this purpose.
3.4.3 Any vacancies in office shall be filled by the Board of Directors as soon as practicable unless the Directors call a special meeting of the membership for this purpose.
ARTICLE 4: COMMITTEES
4.1 The Board of Directors may create committees consisting of one or more persons as it sees fit.
4.2 The Board of Directors shall appoint committee heads from either the directorship or the membership of the Corporation, and shall have the power to remove any committee head as it deems appropriate.
ARTICLE 5: MISCELLANEOUS PROVISIONS
5.1 Fiscal Year The fiscal year of this Corporation shall be from January 1 to December 31. 5.2 Tax Exempt Status It is intended that the Corporation shall have and continue to have the status of an organization which is exempt from federal income taxation under section 501(c)3 of the Internal Revenue Code, and all activities of the Corporation shall be conducted accordingly and all powers and activities hereunder shall be limited accordingly. 5.3 Proper Notice 5.31 Notices of Meetings
Except where otherwise provided in these Bylaws, notice for a meeting shall be given in person, or by telephone, telegraph, electronic mail or other form of wire or wireless communication, or in a letter or postcard sent postage prepaid by first class United States Mail, or in such forms as a newsletters or other regular publication sent by United States Mail. notice shall be sent to each person at the most recent address that appears for that person on the books of the Corporation. Members and Directors shall be responsible for informing the Secretary of any changes in address. Notice shall be deemed to have been given at the earliest of the following: when received or five (5) days after its deposit in the United States Mail.
5.32 Proof of Notice
Proof of notice must be presented at the beginning of each meeting for which a notice is required by the Secretary or his or her representative. Proof of notice shall be in the form of a list including the date that the notice was issued and the names and addresses, as listed in current corporate records, of those entitled to vote at the meeting to whom the notice was issued.
5.33 Waiver of Notice
Whenever any notice is required to be given, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the date stated thereon, and delivered to the Secretary of the Corporation and included in the minutes or corporate records, shall be deemed equivalent thereto.
5.4 Offices and Registered Agent
5.41 Principal Office
The principal office of the Corporation shall be that which is designated as such in its Charter. 5.42 Registered Office The Corporation shall designate and continuously maintain a registered office in the State of Tennessee. 5.43 Registered Agent The Corporation shall designate and continuously maintain a registered agent in the State of Tennessee at its registered office. ARTICLE 6: AMENDMENTS
6.1 These Bylaws may be amended to the extent that they do not conflict with the Charter of the Corporation or with any applicable provisions of the Tennessee Nonprofit Act, Section 48-51-101, et seq., Tennessee Code Annotated.
6.2 Amendments to these Bylaws may be proposed by the Board of Directors or by a petition signed by ten percent (10%) of the membership.
6.3 Proposals to amend the Bylaws shall be voted on at either a special meeting or the Annual Membership meeting as determined by the Board of Directors.
6.4 An amendment to these Bylaws shall be approved by the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less.<
Record of Amending Actions
February 24, 1997: Annual Meeting
November 7, 1995: Special Meeting
January 13, 2003: Annual Meeting
(F05C. CORPORATION DOCS 01C Bylaws As of 01.19.05)
