Tennessee HUMANE ASSOCIATION
AMENDED AND RESTATED BYLAWS
(Revised 6/24/2005)
ARTICLE I: NAME AND PURPOSE
Section 1. Name.
The name and title of this organization shall be the “Tennessee Humane Association” herein after referred to as the “Association.”
Section 2. Purpose.
To decrease the number of homeless, neglected, displaced, and abused animals in Tennessee by working together as a coalition of organizations and individuals.
ARTICLE II:MEMBERSHIP
Any person or organization that supports the purpose of this Association and pays annual membership dues may become a member of this organization.
Section 1. Classes of Membership.
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Individual- all parties interested in the field of animal welfare and control ($25.00 annually with one vote)
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Agency/Organization- county or city municipal agency, 501c3 non-profit ($50.00 annually/ five individual memberships with one vote per membership).
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Business- for-profit business with an interest in the field of animal welfare or control ($50.00 annually/ one voting member).
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Lifetime- As of the date of resolution of these bylaws (June 24, 2005), all previously enrolled lifetime memberships will be honored by THA. No new lifetime memberships will be granted.
Section 2. Non-Members.
A person who is not a member of this organization, but who contributes money or articles of value, shall be known as a contributor or sponsor with no voting privilege.
Section 3. Payment of Dues.
Annual dues shall be due and payable by September 1st of each year.
Section 4. Privilege of Membership.
Upon payment of annual dues, members may attend and participate in all meetings, and have the right to speak and vote at the annual meeting/election of the Board of Directors. For a vote to be recognized, the member must be present. Proxy not allowed. The Board of Directors may, at any board meeting at which a quorum is present, terminate the membership of any person or organization when it deems such action to be in the best interest of the Association. The person or organization shall have the opportunity for a hearing before the Board of Directors before such termination is finalized.
ARTICLE III: DIRECTORS
Section 1. Powers; Number; Elections.
The corporate powers of the Association shall be exercised by or under authority of, and the affairs of the Association managed under the direction of, the Board of Directors. The Board shall contain (i) not less than five nor more than 15 active directors, which shall include the immediate past president of the Association. The Board of Directors shall be elected by a plurality of votes cast by the voting directors of the Board at each annual meeting. The Board may also select honorary directors and ex-officio directors at its discretion. They shall be qualified voting members of this Association and be residents of the State of Tennessee.
Section 2. Terms.
The Board of Directors shall be divided into three classes of at least five persons each, in such a manner that the term of one class expires each year. At each annual meeting, first class shall be elected to a four-year term, second class shall be elected to a three-year term, and third class shall be elected to a two-year term.
Section 3. Vacancies.
Any vacancy occurring in the Board of Directors by reason of death, resignation, retirement, disqualification or removal from office of any director, with or without cause, or an increase in the number of directorships, or otherwise, may be filled by a vote of the majority of all of the voting directors then in office, although less than a quorum; provided, however, that five days' notice must be given to the voting directors that an election will be held at such meeting, and the newly elected interim directors shall serve out the term of the director they are replacing.
Section 4. Removal.
Any director of the Board may be removed for cause at any meeting of the Board by vote of two-thirds of the directors then in office; provided, however, that five days' notice must be given to the voting directors that removal will be considered at such meeting.
Section 5. Meetings.
Meetings of the Board of Directors shall be held at such times and places as shall be determined by the Board; provided, however, the Board shall meet at least quarterly for the transaction of business. The President of the Association shall chair the meetings of the Board of Directors. In the event that the President is unable to chair a meeting, then a Chairman shall be elected to preside at such meeting by a majority of the voting directors present at the meeting. The Annual Meeting of this Association shall be held once during the calendar year at such place and time, as the Board of Directors shall designate. The membership shall receive 30 days prior notice of the Annual Meeting.
Section 6. Calling of Special Meetings.
Special meetings of the Board of Directors may be called by the President, or by the Secretary at the request of five voting directors. Any special meeting whether called by the President or by the Secretary at the request of five voting directors requires five day notice and the President or the Secretary shall set the time and place of such meeting. In case of dispute, President prevails regarding time or place of meeting.
Section 7. Quorum.
A majority of the Directors or ten Directors, which ever is less, shall constitute a quorum. A quorum once formed for a meeting, shall constitute a quorum for the entire meeting, regardless how many directors leave the meeting before the meeting is adjourned.
Section 8. Voting.
Except as otherwise stated in these Bylaws, decisions at any meeting of the Board of Directors shall be by majority vote of the active directors present and entitled to vote (the "voting directors"). Each voting director shall have one vote. Honorary directors and ex officio directors shall not be entitled to vote. Voting by proxy shall be permitted in writing or by electronic means.
Section 9. Deemed Registration.
If any member of the Board of Directors is absent for three (3) consecutive meetings, without being excused from attendance by the President, such director shall be deemed to have resigned and must be duly notified in writing by the President of such deemed resignation.
Section 9. Records of Meetings.
The Board of Directors shall keep a record of all their proceedings, and these records and the principal books of the Association shall be kept at the principal office of the Association, with necessary books and records being kept at such place or places as the Board of Directors may from time to time determine.
ARTICLE IV: OFFICERS
Section 1. General.
Upon recommendations from the Nominating Committee, the Board of Directors during the last quarter of the year shall elect a President, Vice President, Secretary, and Treasurer for the coming calendar year. These officers shall hold office for a one year term and may be reelected or appointed for a second term if the Board of Directors, in the case of the President, Vice President, Secretary, or Treasurer so approves. They shall exercise such powers and perform such powers and perform such duties as are determined by these Bylaws.
Section 2. Removal.
The President, Vice President, Secretary or Treasurer may be removed from office with or without cause, at any time by the affirmative vote of two-thirds of the Board of Directors then in office or, subject to Board ratification, two-thirds of the Executive Committee then in office; provided, however, that notice of the possible removal must be given seven calendar days in advance of the Board Meeting.
Section 3. Vacancies.
Any un-expired term of any elected officer shall be filled promptly.
Section 4. Terms.
The President, Vice President, Secretary and Treasurer shall hold office at the pleasure of the Board of Directors, but in no case shall any officer hold office beyond the time when their respective successor shall be elected, shall qualify, and shall begin their terms of office. Any officer who also serves on the Board of Directors shall not have his or her time as an officer counted towards his or her term served as a director.
ARTICLE V: DUTIES OF THE OFFICERS
Section 1. Duties of the President
The President shall be the chief officer of the Association and shall perform such duties as may be determined and designated by the Board of Directors from time to time and shall preside at all meetings of the Board of Directors. Each year the President will appoint committees as he or she deems necessary to conduct business of the Association. The President shall be an ex-officio member of all committees. In the event the President is temporarily unable to perform his or her duties, then the Vice President shall fulfill the duties of the President during the temporary absence. If the Vice President is unable to serve as acting-President, then the Secretary shall fulfill the duties of the President during the temporary absence.
Section 2. Duties of the Vice President.
The Vice President shall carry out the duties consistent with the goals of this Association. He or she shall assist the President in carrying out the objectives of this Association as determined by the Membership, Board of Directors, these Bylaws and policies of the Association.
Section 3. Duties of the Secretary.
The Secretary shall attend all meetings of the Board of Directors and shall cause all notes and minutes of proceedings to be recorded in a book kept for that purpose and shall perform like duties for the Executive Committee. The Secretary shall give or cause to be given notice of all meetings of the Board of Directors and shall perform such other duties as may be prescribed by the President. In the event the Secretary is unable to attend a meeting to record the minutes, the President shall appoint a member of the Board to record the minutes for that meeting. The Secretary shall attest by his or her signature the execution of any documents or instruments requiring such attestation. The Secretary shall assist the President in the active management of the affairs of the Association.
Section 4. Duties of the Treasurer.
The Treasurer shall supervise the keeping of full and accurate accounts of receipts and disbursements in books belonging to the Association. The Treasurer shall oversee internal and external audit procedures and relationships. The Board of Directors shall set limits on expenditures that the President may authorize without prior board approval. The Treasurer shall pay bills up to five hundred dollars ($500.00) each at his or her discretion, provided that the expense is part of a budget approved by the Board of Directors. Any check for more than two hundred fifty dollars ($250.00) must be signed by two board members, as designated by the board of directors. A copy of each bill will be sent to the President including the corresponding check for the President to sign for expenses in excess of $500 and/or items that are unbudgeted. All transactions shall be accountable to the Board of Directors, and the Treasurer shall submit an annual financial statement and copy of bank statements to the Board of Directors at least ten days prior to the Annual Board Meeting. The Treasurer shall assist the President in the active management of the affairs of the Association. In the event of resignation or termination from this office, any financial records held in custody are to be forwarded to the President of the Association within five[5] business days.
ARTICLE VI: COMMITTEES
Section 1. Designation.
The Directors may elect or appoint Standing Committees and may delegate to such Standing Committees such powers as are not reserved to the Voting Members or the Board of Directors as a whole by state law, the Articles of organization or these Bylaws. The Directors shall provide for Standing Committees to provide essential functions. Unless otherwise stated in the Bylaws, Standing Committees established by the Board of Directors shall consist of at least one Director and may include members in any class which are not Directors. The Directors may establish any Standing Committees as shall support the purposes and mission of the Corporation. Ad-hock committees may also be established in a similar manner.
Section 2. Tenure and Reports.
Each committee shall serve at the pleasure of the Board. It shall keep minutes of its meetings and report the same to the Board, and it shall observe such other procedures with respect to its meetings as are prescribed in these Bylaws, or, to the extent not prescribed herein, as may be prescribed by the Board in the resolution appointing such committee.
Section 3. Executive Committee.
The Association shall have an Executive Committee. The Executive Committee shall be composed of the President, the Vice President, the Secretary, the Treasurer, the immediate past president and one member-at-large from the Board of Directors. Except as otherwise required by law, the Executive Committee shall have and may exercise all of the powers of the Board of Directors when the Board is not in session, except such powers, if any, as the Board may specifically reserve to itself or as may be specifically assigned to any other committees or officers of the Association.
Section 4. Nominating Committee.
The Nominating Committee shall be composed of three [3] persons. The president of the Association shall appoint a Chair of the Nominating Committee and the Board shall appoint two directors to serve on the Nominating Committee. The Nominating Committee shall meet for the purpose of selecting a slate of persons to fill vacancies in the officers of President, Secretary, and Treasurer and to fill any vacancy occurring on the Board of Directors. It shall be the responsibility of the Nominating Committee to keep a current and updated record of prospective and past board members to be reviewed when considering the slate of nominees.
ARTICLE VII: INDEMNIFICATION
Directors and officers shall discharge the duties of their respective positions in good faith and with that degree of diligence, care and skill which ordinarily prudent persons would exercise under similar circumstances in like positions. To the extent consistent with Tennessee law, however, every person (including heirs, executors, and administrators of such person) who is or was a director or officer of the Association, or any individual serving on a committee of the Association, shall be indemnified by the Association against any and all liability and reasonable expense that may be incurred in connection with or resulting from any claim, action, suit, or proceeding arising out of his service to the Association; provided, however, that the director, officer or any individual serving on a committee of the Association, is wholly successful in the claim, action, suit or proceeding or, in the alternative, acted in good faith in what he or she reasonably believed to the in the best interest of the Association and, in addition, (with respect to a criminal action or proceeding) had no reasonable cause to believe that his or her conduct was unlawful. The indemnification provided by this Article also shall apply where the officer, director, or any individual serving on a committee of the Association, is acting at the request of the Board of Directors, including without limitation, serving at its request in some capacity with another entity. This indemnity, though, shall not be afforded when such individual's conduct in question is found to be willful, wanton, or grossly negligent. The terms "liability" and "reasonable expense" as used in this section shall include without limitation reasonable attorney's fees and expenses, payments of judgments, and any reasonable amounts paid in settlement by or on behalf of the director, officer, or any individual serving on a committee of the Association. The indemnification and other rights provided in this Article shall be in addition and supplementary to any rights which any person may otherwise be entitled to by contract, law, and/or equity.
Nothing contained herein shall limit restrict or vitiate any indemnity or immunity from suit granted to the boards of non-profit associations by a provision of Tennessee law, including without limitation Section 48-58-501,503 et seq. of the Tennessee Non-Profit Corporation Act.
ARTICLE VIII: MISCELLANEOUS
Section 1. Agents and Representatives.
The Board of Directors may appoint such agents and representatives of the Association with such powers and to perform such acts or duties on behalf of the Association as the Board of Directors may see fit, so far as may be consistent with these, to the extent authorized or permitted by law.
Section 2. Fiscal Year.
The fiscal year of the Association shall be the twelve months ending December 31.
Section 3. Amendments.
These Bylaws may be altered, amended, or repealed by a two-thirds vote of the voting directors at any regular or special meeting, if notice of the proposed alteration or amendment is contained in the notice of the meeting and a copy, summary or general statement of the amendment accompanies the notice. Notwithstanding any other provision herein to the contrary, Section 6 of Article VIII may only be amended by approval of 85% of the voting directors of the Board of Directors.
Section 4. Exempt Activities.
Notwithstanding any other provision of these Bylaws, no Director, officer, employee, or representative of this Association shall take any action or carry on any activity by or on behalf of the Association not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or by an organization described in Section 170(c)(2), 2055(a) of such Code and Regulations as they now exist or as they may hereafter be amended.
Section 5. Conflict of Interest.
All Directors, officers and executives of the Association shall avoid any conflict between their own individual interests and the interests of the Association, in any and all transactions and/or contracts taken by such Director, officer, or executive on behalf of them for the Association.
Such conflicts shall include but not be limited to transactions and/or contracts between the individual Director, officer, executive or their family members and the Association for the purpose of the sale, purchase, lease, or rental of property or to render or employ services, personal or otherwise , etc.
In the event that a Director, officer, or executive learns of a conflict or believes that a conflict exists such Director, officer or executive shall inform the Board of Directors of said conflict. If it is found that a conflict exists between such Director, officer, or executive, he or she shall thereafter refrain from voting or otherwise attempting to affect the decision of the Association to participate or not to participate in such transaction and/or contract. Minutes of appropriate meetings should reflect that a conflict was disclosed to a Board of Directors and that such Director abstained from voting and was not counted for the purpose of determining a quorum and voting.
The foregoing requirements shall not prevent a particular Director from stating his/her position in the matter, nor from answering pertinent questions of other directors by reason of the fact that personal knowledge on the matter may be of assistance to the other Directors in reaching their decision.
However, this section SHALL NOT PREVENT a contract or other transaction between the Association and one or more of its Directors, officers or executives between this Association and any other corporation, firms, or associations in which one or more of its officers and/or Directors are officers, and/or Directors, or family members shall be either void or voidable (1) if at a meeting of the Board of Directors or committee authorizing or ratifying the contract or transaction is approved by a majority such quorum, or (2) if the contracts or transaction is just and reasonable to the Association at the time it is made, authorized, or ratified.
Section 6. By-Laws Revision.
These By-Laws may be amended or repealed and any new by-laws may be adopted, by a majority vote of Directors at any regular or special meeting of the Board.
Section 7. Parliamentary Authority.
The rules contained in Robert's Rules of Order Revised shall govern this Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws.