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Constitution and Bylaws of The Friends of Scott's Gulf
Article I: Name
Section 1.01 -- Name:
The name of the organization, hereafter called the Corporation, is Scott's Gulf Wilderness Foundation, operating as Friends of Scott's Gulf, Incorporated.
Section 1.02 -- Corporation:
Article II: Address
Section 2.1 -- Address:
The address of the principle office of the Corporation in the State of Tennessee is 16 West Bockman Way, Sparta, Tennessee 38583 and is located in the offices of the Sparta/White County Chamber of Commerce.
Section 2.2 -- Designation and Other Offices:
The principal office of the Corporation shall be in the state of Tennessee. The Corporation shall designate at all times a principal address and a registered office address in accordance with Tennessee law. The Corporation may have offices at such other places within the state of Tennessee as the Board of Directors may from time to time determine.
Article III: Purpose
Section 3.1 -- Purpose
The purposes for which the Corporation is organized are:
Article IV: Membership
Section 4.1 -- Membership Description:
Any individual interested in advancing the purpose of the Corporation may be a Member, without respect to race, color, national origin, sex, age, disability or any constitutionally protected classification. Any firm, association, partnership of estate, corporation, business or other organization interested in promoting or supporting the interests of the Corporation may also be Members as stated in Section 4.4.
Section 4.2 -- Establishment of Membership Fees and Obligations:
Membership fees, assessments and dues to be paid by all individuals or other entities to be admitted as Members of Friends of Scott's Gulf and fees, assessments and dues to be paid by Members periodically as a condition of continuing membership, will be established from time to time by the Board of Directors of the Corporation in accordance with the provisions of the organization. The resignation, expulsion or suspension of a Member or termination of a membership does not relieve the Member from any obligations that the Member may have to the Corporation.
Section 4.3 -- Individual Memberships:
Individual Members, who have paid any duly established membership fee, shall have the privilege of casting one vote on all matters put to a vote of the membership and of participating in Corporation activities. State Park officials and employees may be non-voting Members per Article X, Section10.2.
Section 4.4 -- Corporate Memberships:
Any firm, association, partnership of estate, corporation, business or other organization, who have paid any duly established membership fee, shall be entitled to one (1) vote on all matters put to a vote of the membership. Each firm, association, partnership of estate, corporation, business or other organization will nominate an individual whom the holder desires to cast its vote and to otherwise exercise the privileges of membership. Each firm, association, partnership of estate, corporation, business or other organization shall have the right to change its membership nomination upon written notice to the secretary of the Corporation.
Section 4.5 -- Family Memberships:
Family memberships shall be available. Families, who have paid any duly established membership fee, shall be entitled to have two members of the family vote on all matters upon which the membership shall vote. All family members shall have the privilege of participating in the purposes and activities of the Corporation. For the purpose of these Bylaws, a family eligible for family membership shall not have more than two (2) voting Members.
Section 4.6 -- Other Membership Categories:
Other membership categories may be established from time to time by designation of the Board of Directors as necessary for the purposes of accomplishing the objectives of the Corporation.
Article V: Government
Section 5.1 -- Board of Directors and Qualifications:
All corporate powers of the Corporation shall be exercised by the Board of Directors. The affairs of the Corporation shall be managed under the direction of the Board of Directors. The Directors of the Corporation are required to be citizens of good standing in the communities where they reside and Members in good standing in the Corporation.
Section 5.2 -- Powers and Duties of the Board of Directors:
The Board of Directors shall serve as the administrative policy-making body of the Corporation and shall possess such powers and duties required to maintain, promote, and administer the policies, purposes and objectives of the organization. The Board of Directors shall be responsible for planning, coordination, evaluation, and administration of organizational activities. The Board of Directors shall have the power to contract and to do any and all acts necessary to the functions as set forth in these Bylaws.
Section 5.3 -- Composition and Terms of the Board of Directors:
The Board of Directors shall comprise not less than five (5) nor more than nine (9) members as shall be determined by resolution of the Board of Directors from time to time. Directors shall be appointed to offices or committees by resolution of the Board of Directors. Offices include: a President, a Vice-President, a Secretary and a Treasurer with a chairperson of one permanent committee, the Public Relations Committee, with the remaining Directors at large unless appointed as committee chairs by the Board. Additional or alternative committees shall be determined by resolution of the Board of Directors from time to time. Directors shall be elected annually by mail-in ballot to serve for a staggered, two (2) year term or until their successors are elected and have qualified. If a Director is unable to serve, resigns or is removed the Board of Directors shall fill the vacancy for the unexpired term. The term of office is immediately terminated for a Director if he or she fails to attend two (2) consecutive meetings of the Board without prior arrangement or notice and with agreement by the Board.
Section 5.4 -- Limit of Liability:
To the extent allowed by the laws of the State of Tennessee, no present or future Director of the Corporation (or his or her estate, heirs, or personal representatives) shall be liable to the Corporation or its Members for monetary damages for breach of fiduciary duty as a Director of the Corporation. Any liability of a Director (or his or her estate, heirs or personal representatives) shall be further eliminated or limited to the fullest extent allowed by the laws of the State of Tennessee, as may hereafter be adopted or amended. With respect to claims or liabilities arising out of service as a Director or Officer of the Corporation, the Corporation shall indemnify and advance defense expenses to each present and future Director and Officer (and his or her estate, heirs or personal representatives)to the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended, but limited to the amount to the then net worth of the Corporation.
Section 5.5 -- Fiscal Year:
The fiscal year of the Corporation shall begin on January 1 and end on December 31 of the following year.
Article VI: Elections and Meetings
Section 6.1 -- Election of Directors:
The Directors for the next fiscal year commencing in January shall be elected by the Members by mail-in ballot in November of each year. At the April meeting of the Board of Directors, the President shall appoint an Election Committee of not less than three Members, or appoint the Board of Directors as the Election Committee. The Election Committee shall submit their nominations for officers to the Members at the annual membership meeting. In addition to the nominations presented by the Board, nominations from the floor may be made at the annual meeting. Nominees from the floor must be present at the meeting to state their willingness to serve should they be elected. Ballots for election of Directors shall be mailed to all Members no earlier than October 15 and no later than October 31. Ballots must be returned by November 30 for consideration. Unless otherwise required by law, at least ten percent (10%) of the Members must return ballots for the election of Directors. If fewer than ten percent (10%) of the membership return ballots, then the new Directors shall be appointed by the Board of Directors.
Section 6.2 -- Assumption of Office:
Newly elected officers will assume office following the next scheduled Board meeting, after the election, and will serve the next two fiscal years or until their successors are qualified to serve, unless removed from office for reasons set forth in these Bylaws.
Section 6.3 -- Annual Membership Meeting:
The annual membership meeting of the Friends of Scott's Gulf, Incorporated, shall be held in the month of June. Time and place shall be fixed by the membership. If not fixed by the membership, the time and place shall be fixed by resolution of the Board of Directors. Notice of the meeting shall be mailed to each Member in accordance with sections 6.6 and 6.13. The annual membership meeting shall be held at the principal office of the Corporation or at such place as the Members may designate or in absence of such designation at such other place fixed by resolution of the Board of Directors. Unless otherwise required by law, at least ten percent (10%) of the Members must be present at the annual membership meeting to constitute a quorum for the purpose of transacting business.
Section 6.4 -- Quarterly Meetings:
Except as otherwise provided herein, regular quarterly meetings of the Board of Directors shall be held on a date and at a set place designated by the Board. Regular meetings of the Board of Directors shall be open to the membership of the Corporation.
Section 6.5 -- Special Meetings:
Special meetings for any purpose may be called by the President, by two-thirds (2/3) of the Board of Directors or upon written request to the Secretary by ten (10) Members pursuant to the notice requirement in this Article.
Section 6.6 -- Written Notice:
Written notice stating the place, date and time of each membership meeting shall be mailed, addressed to each Member at the Member's address listed in the Corporate records, at least fifteen (15) days prior to such meeting. Written notice stating the place, date and time of each Board meeting shall be mailed, addressed to each Director at the Director's address listed in the Corporate records, at least fifteen (15) days prior to such meeting.
Section 6.7 -- Quorum of the Board of Directors:
Unless otherwise required by law, at least one-third (1/3) of the Directors must be present at any Board of Directors meeting to constitute a quorum for the purpose of transacting business. A simple majority of the Directors in attendance at the meeting is required for the passage of any resolution except as noted in Article VIII.
Section 6.8 -- Open and Closed Meetings:
All regular Board and membership meetings shall be open to the entire membership and invited guests. Special Board meetings shall be open to the entire membership and invited guests. Special Board meetings concerned with the removal of Directors or Members for cause may be closed.
Section 6.9 -- Removal of Members:
A member of the Board may be removed with or without cause by Members of the Corporation. In the event the Members of the Corporation desire to remove a Director, it may only be done at a special meeting called specifically for that purpose. A member of the Board may be removed for misconduct. Any Member may also be dismissed from the membership for misconduct. Removal or dismissal for cause must be approved by two-thirds (2/3) of the Board of Directors at a special meeting called specifically for that purpose.
Section 6.10 -- Ballots:
Ballots will only be used in voting on motions at meetings to: Elect officers and Directors. Remove a Board member for cause. Dismiss a Member for cause.
Section 6.11 -- Proceedings:
The proceedings of all meetings of the Corporation shall be conducted in accordance with Robert's Rules of Order when such rules are not in conflict with this Constitution and Bylaws.
Section 6.12 -- Minutes:
Minutes shall be kept of all meetings and such minutes will be available for examination by any Member.
Section 6.13 -- Attendance:
Attendance of a Member at any membership meeting waives any required notice to him or her of the meeting. Attendance of a Director at any Board of Directors meeting waives any required notice to him or her of the meeting.
Article VII: Officers
Section 7.1 -- President:
The President shall be the principal representative of the Corporation and subject to the control of the Board and the Members. The President shall supervise all of the business affairs of the Corporation, preside at all meetings and perform all duties incident to the office of the President and other such duties as may be prescribed by the Board.
Section 7.2 -- Vice-president:
The Vice-president shall perform all the duties of the President in his or her absence and may perform other duties as may be assigned by the Board.
Section 7.3 -- Secretary:
The Secretary shall be responsible for keeping a permanent record of all Board and Membership meetings and to report minutes of previous meetings for approval. The Secretary shall be responsible to give notice to all meetings of the membership and Board of Directors and shall perform all duties incident to the office of Secretary.
Section 7.4 -- Treasurer:
The Treasurer shall be responsible for all funds and property of the Corporation. Funds of the Corporation shall be withdrawn from accounts of financial institutions with which they are on deposit by the signature of the Treasurer and the President or any two officers determined by the Board in the absence or inability of the Treasurer, except that the Treasurer alone may withdraw funds from Savings Accounts of the Corporation which funds are to be deposited immediately in a Checking Account of the Corporation, or may withdraw funds from Checking Accounts of the Corporation which funds are to be deposited immediately in a Savings Account of the Corporation with only one authorized signature. The Treasurer shall serve as the Chair of the Finance Committee (if such committee is appointed), keep all financial records, file all applicable tax returns and perform all duties incident to the office of Treasurer. The Treasurer will also submit a financial report at each regularly scheduled meeting and prepare a budget for approval at the meeting. The Treasurer will be responsible for arranging an annual audit of the Corporation financial records.
Section 7.5 -- Public Relations Chair:
The Public Relations Chair shall work with the Secretary and the Treasurer to maintain a current listing of all Members of the Corporation and their mailing addresses to facilitate the mailing of newsletters or meeting notices to the Members. The Public Relations Chair is responsible for corporate communication with the membership and the general public.
Section 7.6 -- Compensation:
No Officer or Director of the Corporation shall receive compensation for duties performed in the exercise of his or her duties of office. Reasonable travel expenses and other legitimate documented expenses may be paid upon approval by the Board.
Article VIII: Amendment of the Constitution and Bylaws
Section 8.1 -- Proposed Change:
A copy of the proposed change must accompany the notice of the membership meeting at which it is to be acted upon and mailed to the membership in accordance with Article VI, Section 6.6.
Section 8.2 -- Sponsorship:
The change must be either sponsored by the Board of Directors or submitted to the Corporation by petition signed by at least fifteen (15) Members.
Section 8.3 -- Documented:
The change must be documented in writing.
Section 8.4 -- Two-thirds Majority:
These Constitution and Bylaws may be amended by two-thirds (2/3) majority vote of the Members of the Corporation in attendance at any regularly scheduled meeting.
Section 8.5 -- Limitation of Amendments:
The proposed change may not be amended from the floor at the membership meeting at which it is being considered.
Article IX: Dissolution
Section 9.1 -- Meeting:
If and when a need for dissolution of the Corporation is determined, all Members must be notified of the meeting in accordance with Article VI, Section 6.6, and the purpose of the meeting must be stated. Approval of two-thirds (2/3) of the Members in attendance at the meeting will constitute the final act of the Corporation.
Section 9.2 -- Distribution of Assets:
Upon termination, dissolution, final liquidation or winding up of the Corporation in any manner or for any reason, its assets, if any, remaining after payment of all liabilities of the Corporation, shall be distributed to and deposited directly into the account of the Tennessee Division of State Parks as provided in TCA 11-3-201 et seq. In the event that it is unlawful to make such payment directly to the Tennessee Division of State Parks or to an account for the use and benefit of directly, then remaining assets will be distributed to one or more organizations that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, exclusively for public recreational purposes.
Article X: Association
Section 10.1 -- Favoritism:
The Friends of Scott's Gulf, Incorporated, shall not show any favoritism to any particular political or religious organization.
Section 10.2 -- Park Officials:
Full-time staff employed by any State or Federal Agency or Park having jurisdiction over lands in Scott's Gulf may be non-voting Members of the Corporation and may attend all meetings and activities to provide insight to programs and activities, current and proposed, and to provide such information to help Friends of Scott's Gulf, Incorporated, determine how best to fulfill its goals.
Section 10.3 -- Independence:
The Friends of Scott's Gulf, Incorporated, shall work within the guidelines of any State or Federal Agency or Park having jurisdiction over lands in Scott's Gulf. However, Friends of Scott's Gulf, Incorporated, will be independent of park and public agency control.
Section 10.4 -- "In-park" Activities:
The "in-park or public land" activities of Friends of Scott's Gulf, Incorporated, will be coordinated with park or agency supervisors or designated personnel.
Section 10.5 -- Responsibilities:
The Corporation shall work with any State or Federal Agency or Park having jurisdiction over lands in Scott's Gulf to determine each party's responsibility at each event.
Section 10.6 -- Meeting Minutes:
Designated personnel at such State or Federal Agency or Park having jurisdiction over lands in Scott's Gulf will be supplied upon request with minutes of each meeting of the Corporation.
Constitution and Bylaws approved at the Membership Meeting held July 9, 1997 at Sparta, Tennessee. Ross Cardwell, President, 7/9/97
Brenda Cardwell, Secretary, 7/9/97
Constitution and Bylaws of The Friends of Scott's Gulf
Written: Wednesday, May 14, 1997; Printed: Sunday, July 06, 1997; Revised: Sunday, July 6, 1997; Page 1 of 10
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