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AMENDED AND RESTATED BY-LAWS
OF
MIDDLE TENNESSEE PARALEGAL ASSOCIATION

                                                                    

Name | Offices | Purpose and Use of Funds | Members | Benefits of Membership | Board of Directors/Officers | Officers
Other Committees
| Contracts, Loans, Checks, Deposits, Investments | Standards of Conduct
Indemnification and Advancement of Expenses
| Notices and Waiver of Notice | Fiscal Year | Amendments | Exempt Status

                                                                    

ARTICLE I

NAME

The name of the association is Middle Tennessee Paralegal Association, also known as ?MTPA? (the ?Association?). It is intended that the Association shall have the status of an association which is exempt from federal income taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended, or any corresponding provisions of any future federal tax laws (hereinafter referred to as the ?Code?), as an organization described in Section 501(c)(6) of the Code.

 

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ARTICLE II

OFFICES

Section II.1  Corporate Office.  The principal office of the Association shall be located at 511 Union Street, Suite 2100, Nashville, Tennessee, 37219, c/o MTPA Secretary. The Association may have such other offices, within the Nashville Area, as the Board of Directors may designate or as the affairs of the Association may require from time to time.  The address of the principal office may be changed from time to time by the Board of Directors.

Section II.2  Registered Office. The registered office of the Association required to be maintained in the State of Tennessee by the Tennessee Nonprofit Corporation Act, as amended from time to time (the ?Act?) may, but need not, be identical with the principal office in the State of Tennessee; and the address of the registered office may be changed from time to time by the Board of Directors.

 

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ARTICLE III

PURPOSE AND USE OF FUNDS

Section III.1  Purpose. The purpose of the Association shall be to further education among members of the paralegal profession; to advance, foster and promote the paralegal profession; to encourage a high order of ethical and professional attainment; to provide service to the community and to establish good fellowship among members of the paralegal profession in Nashville, Tennessee and its surrounding areas (the ?Nashville Area?).   

Section III.2  Use of Funds. The Association is not formed for financial or pecuniary gain; and no part of the assets, income, or profits of the Association shall be distributable to, or inure to, the benefit of its officers or any other private person, except as provided in Section 6.13 and Article XI as reimbursement for expenses or reasonable compensation for services rendered to the Association, and except to make expenditures in furtherance of the purposes of the Association, as set forth in the Charter and Section 3.1 above. In order fully to effectuate the provisions of this Section, the Association shall adopt such procedures, and shall otherwise adhere to such administrative requirements as may from time to time be necessary, in order fully to comply with all applicable federal tax laws and regulations.

Section III.3  Dissolution of Association. The Board of Directors shall propose dissolution of the Association for submission to the Members. The proposal to dissolve the Association shall be approved by two-thirds (2/3) of the votes cast by the Voting Members or a majority of the Voting Members whichever is less. In such event, after paying, or making provision for the payment of, all liabilities of the Association then outstanding and unpaid, the Board of Directors shall distribute the assets of the Association exclusively for purposes of the Association set forth in the Charter and Section 3.1 above. Any assets not so disposed of by the Board of Directors shall be disposed of by a court having equity jurisdiction in the county in which the principal office of the Association is then located, with the distribution of assets to be made for the purposes set forth in the Charter and Section 3.1 above, as such court shall determine.

 

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ARTICLE IV

MEMBERS

Section IV.1  Admission as a Member. To become a Member of the Association, an application for membership shall be submitted to the Association on the form prescribed by the Board of Directors and the requisite membership fee shall be paid, if any, as established, from time to time, by the Board of Directors.  No person eligible for membership in the Association shall be denied admission on the basis of race, sex, creed, color, national origin, age, sexual orientation or political ideology.  No person deemed in violation of any Code of Ethics and Professional Responsibility adopted by the Association, or who is a convicted felon, shall be eligible for membership. 

Section IV.2  Membership Categories. There shall be four categories of membership in the Association as defined below:

(a)  Voting Member.  A Voting Member shall be defined as a member who is a paralegal, who has successfully completed a curriculum of training as a paralegal and who is certificated by a university, college, junior college or other approved school prescribed for training, and who is employed or self-employed as a paralegal, or an individual who has been continuously employed as a paralegal for a minimum of one year by a licensed attorney.  Voting Members shall have voting rights and privileges and be eligible to hold office in the Association.

(b)  Non-Voting Member.  A Non-Voting Member shall be defined as an individual who meets the criteria to be a Voting Member, except that he/she is not currently employed as a paralegal.  Non-Voting Members shall be entitled to all of the rights and privileges of membership, except the right to vote and hold office in the Association. 

(c)  Sustaining Member.  A Sustaining Member shall be defined as an individual, corporation or organization that provides services or goods to the Association, or helps to fund paralegal educational and membership activities.  Sustaining Members shall be entitled to all of the rights and privileges of membership, except the right to vote and hold office in the Association.  A Sustaining Membership does not include membership in the National Federation of Paralegal Associations.

(d)  Student Member.  A Student Member shall be defined as an individual who is either a full-time or part-time student in good standing in any university, college, junior college or other school pursuing a course of studies as a paralegal. Student Members shall be entitled to all of the rights and privileges of membership, except the right to vote and hold office in the Association.

Section IV.3  Dues and Assessments. Dues for each category of Membership and the date of payment thereof shall be determined by the Board of Directors. In addition to annual dues, the Board of Directors may assess additional dues as the Board of Directors determines to be in the best interest of the Association. Failure to timely pay dues or assessments shall constitute grounds for termination of Membership.

Section IV.4  Termination of Membership. A Member may resign at any time, and the Board of Directors shall have full authority and discretion to suspend or expel any Member for the violation of these By-Laws or any rules and regulations duly adopted by the Board of Directors of the Association or by reason of any conduct deemed by the Association to be prejudicial to its best interest.  Prior to suspending or expelling a Member, the Board of Directors shall give not less than fifteen (15) days prior notice, orally or in writing, of such suspension or expulsion to the Member and the reasons therefore and provide to such Member a hearing to discuss the reasons for such suspension or expulsion not less than five (5) days before the effective date of such suspension, expulsion, or termination by the Board of Directors.

Section IV.5  Place of Meetings. All meetings of the Members of the Association shall be held within the Nashville Area at such place as may be determined by the Board of Directors.

Section IV.6  Monthly Meeting. The monthly meeting of the Members shall be held within the Nashville Area on the first Thursday of each month, or any other day of the month as may be determined by the Board of Directors. The purpose of the monthly meeting shall be to receive a report by the President and/or any other Officers and to transact such other business as may properly be brought before the meeting.

Section IV.7  Special Meetings. Special meetings of the Members of the Association shall be called by the President, or by the Secretary upon a written petition of at least ten percent (10%) of the Voting Members, or upon the request of a majority vote of the members of the Board of Directors. The petition or request for, and the notice of, a special meeting of the Members of the Association shall state the purpose thereof. Business transactions at all special meetings shall be confined to the purpose stated in the notice thereof.

Section IV.8  Notices. Notice of any monthly or special meeting shall be given to all Members at least ten (10) business days prior thereto. The attendance of a Member at a meeting shall constitute his or her waiver of notice of such meeting, except where a Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. The business to be transacted at, or the purpose of, any special meeting of the Members must be specified in the notice of such meeting and no other business shall be transacted at that meeting.

Section IV.9  Record Date. The Members of record on the close of business on the business day immediately preceding the day on which notice is given shall be entitled to notice and Members of record on the date of the meeting who are otherwise eligible to vote shall be entitled to vote. A record date fixed for a Members meeting is effective for any adjournment of such meeting.

Section IV.10  Participation in Meeting. At each monthly meeting or special meeting of the Members of the Association, the Voting Members shall have one (1) vote. The affirmative vote of a majority of the Voting Members present at a meeting at which a quorum is present shall be the act of the Members, except as may otherwise be specifically provided by law, by the Charter, or by these By-Laws. Ten percent (10%) of the total number of Voting Members must be represented at the meeting of Members to constitute a quorum on that matter. A Member may vote in person or by appointment of written proxy if submitted to the Secretary.

Section IV.11  Action by Written Ballot. Any action which may be taken by the Members at any monthly or special meeting may be taken without a meeting if the Association delivers a written ballot to every Member entitled to vote on the matter, specifying the time in which a ballot must be received by the Association in order to be counted. A written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. Approval by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds the number of votes required to approve the matter at a meeting.

Section IV.12  Presiding Officer. Meetings of the Members shall be presided over by the President, or if the President is not present, by the First Vice President, but if neither the President nor the First Vice President is present, then the Secretary shall preside over the meeting.

Section IV.13  Member Information. Member Information shall be defined as any information regarding individual Members, including, but not limited to, name, address, phone number, or e-mail address.  Neither the Association nor its Members shall share Member Information indiscriminately or without Member authorization.  The Association must share certain Member Information with the National Federation of Paralegal Associations. The Association will share with Members any of the Member Information which is usually available in the MTPA Membership Directory.  The Association will share, upon request, name and contact information with Sustaining Members, seminar sponsors and speakers. No Member may use Member Information for any purpose other than Association business without the written permission of the Board of Directors.

 

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ARTICLE V

BENEFITS OF MEMBERSHIP

Section V.1  Membership Directory. Within a reasonable amount of time after January of each year, the Board of Directors shall prepare an alphabetical list of the names of all Members and provide such list to the Membership.

Section V.2  Monthly Newsletter. Within a reasonable amount of time before each monthly meeting of the Membership, the Board of Directors shall prepare a newsletter of the activities of the Association and shall provide such newsletter to the Membership.

Section V.3  Continuing Legal Education Seminar. The Board of Directors shall offer the Membership at least one (1) seminar per year for the purpose of continuing legal education.

Section V.4  Salary Survey. In even-numbered years, the Board of Directors shall provide the Membership with a survey of salaries and benefits of paralegals within the Nashville Area.

Section V.5  Job Bank. The Board of Directors shall provide the Membership with a listing of available paralegal positions within the Nashville Area in the monthly newsletter as provided to the Board of Directors.

 

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ARTICLE VI

BOARD OF DIRECTORS/OFFICERS

Section VI.1  General Powers. The business and affairs of the Association shall be supervised by its Board of Directors, which shall exercise in the name of and on behalf of the Association all of the rights and privileges legally exercisable by the Association as a corporate entity, except as may otherwise be provided by law, the Charter, or these By-Laws. The Board of Directors, as the governing body of the Association, shall have the authority to receive, administer and invest on behalf of the Association in accordance with the provisions set forth in these By-Laws. The Board of Directors shall be comprised of officers elected by the Voting Members (individually, an ?Officer? and, collectively, the ?Officers?).

Section VI.2  Election. The Voting Members shall elect such Officers as they deem necessary or desirable for the conduct of the Association?s business and affairs by majority vote of the Voting Members. Any Voting Member may nominate an Voting Member to serve as an Officer. The Association shall provide the Membership with a complete list of nominations for Officers in the October newsletter. Election of Officers shall take place at the monthly meeting in November of each year, and the official induction of Officers shall take place at the monthly meeting in December of each year.

Section VI.3  Number, Tenure, and Qualifications. The Association shall have at all times, not less than five (5) Officers, two of which must be a President and a Secretary. Each Officer shall serve a one-year term from January 1 through December 31 and shall hold office until his or her term shall have expired and his or her successor has been elected and qualified, or until his or her earlier resignation, removal from office or death. Newly elected Officers shall attend the monthly Board of Directors meetings, without a vote, in the interim between the November election and the assumption of office on January 1 of the following year.  No Officer shall hold the same office for more than five (5) consecutive terms (not including the year served as Ex-Officio). In the event that the Voting Members determine that any additional office is necessary prior to the annual election of Officers, such Officer?s position shall be filled at an election of the Voting Members held at any monthly meeting. Such newly elected Officer shall serve until the next regular election of Officers, or until his or her earlier resignation, removal or death. Every Officer shall be a natural person who has attained the age of twenty-one (21) years and resides within the Nashville Area.

Section VI.4  Monthly Meeting. The monthly meeting of the Board of Directors shall be held within the Nashville Area on the Thursday preceding the monthly meeting of the membership as the President shall designate or at such other time and place as the President may designate.  Attendance at the monthly meeting of the Board of Directors is required unless an excused absence is obtained from the President or Secretary prior to the meeting.

Section VI.5  Annual Meeting. The annual meeting of the Board of Directors shall be held within the Nashville Area at such time and place as the President-Elect shall designate following the election of the Board of Directors. The purpose of the annual meeting shall be to plan the activities of the Association for the upcoming year and to transact such other business as may properly be brought before the meeting.

Section VI.6  Special Meetings. Special meetings of the Board of Directors may be called at the request of any Officer. The President shall fix the time and place, within the Nashville Area, of any special meeting.

Section VI.7  Open Meetings. Meetings of the Board of Directors are open to observation by any Member of the Association, unless the Board of Directors votes to conduct an executive session. Executive sessions may be held only for the purpose of discussing potential litigation involving the Association or regarding termination matters. Any person who is the subject of the discussion regarding termination must be notified and given the opportunity to attend the executive session at which the termination is discussed. Observers of an executive session shall have no right to make motions or to vote.

Section VI.8  Notices. Notice of any special meeting of the Board of Directors shall be given at least ten (10) days prior thereto. The attendance of an Officer at a meeting shall constitute a waiver of notice of such meeting, except where an Officer attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

The business to be transacted at, or the purpose of, any special meeting of the Board of Directors must be specified in the notice of such meeting and no other business shall be transacted at that meeting.

Section VI.9  Quorum. A majority of the total number of Officers entitled to vote as described in Article VII (the ?Voting Officers?) shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section VI.10  Participation in Meeting. Attendance at the monthly meeting of the Board of Directors is required unless an excused absence is obtained from the President or Secretary prior to the meeting. Each Voting Officer shall be entitled to one (1) vote upon any matter properly submitted for a vote. The affirmative vote of a majority of the Voting Officers present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as may otherwise be specifically provided by law, by the Charter, or by these By-Laws. Voting Officers absent from any meeting shall be permitted to vote at such meeting by written proxies. The members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or of such committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another; and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Section VI.11  Action Without a Meeting. Any action required or permitted to be taken at a meeting by the Board of Directors, or by any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent in writing to taking such action without a meeting. If all Voting Officers shall consent in writing to taking such action without a meeting, the affirmative vote of the number of votes that would be necessary to authorize or take such action at a meeting shall be the act of the Board of Directors. The action must be evidenced by one (1) or more written consents describing the action taken, signed in one (1) or more counterparts by each Voting Officer indicating each signing Voting Officer?s vote or abstention on the action taken. All such written consents and actions shall be filed with the minutes of the proceedings of the Board of Directors or committee. A consent signed under this Section shall have the same force and effect as a meeting vote of the Board of Directors, or any committee thereof, and may be described as such in any document.

Section VI.12  Vacancies. Any vacancy occurring in the Board of Directors, including vacancies created by the removal of Officers without cause or for cause, may be filled by the affirmative vote of a majority of the Voting Officers. An Officer elected to fill a vacancy shall serve for the unexpired term of his or her predecessor in office, or, if there is no predecessor, until the next election of Officers.

Section VI.13  Compensation and Reimbursement of Expenses. No Officer shall be entitled to receive compensation for the performance of his or her duties related to the Association.

Each Officer may be paid his or her actual reasonable expenses incurred which are directly related to the affairs of the Association upon prior approval by the Board of Directors and proper substantiation of such expenses. This provision shall not preclude any Officer from serving the Association in any capacity other than as Officer and Director and receiving compensation therefor.

Section VI.14  Presumption of Assent. A Voting Officer of the Association who is present at a meeting of the Board of Directors at which action on any Association matter is taken shall be presumed to have assented to the action taken, unless his or her dissent shall be entered in the minutes of the meeting, or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or forward such dissent by registered mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Voting Officer who voted in favor of such action.

Section VI.15  Removal. Any or all of the Officers may be removed for cause or without cause by the affirmative vote of a majority of the Voting Members of the Association.

Section VI.16  Resignation. An Officer may resign his or her membership at any time by tendering his or her resignation in writing to the President or, in the case of the resignation of the President, to the Secretary. A resignation shall become effective upon the date specified in such notice or, if no date is specified, upon receipt of the resignation by the President or Secretary, as applicable.

Section VI.17  Unexcused Absences. Three absences of any Officer which are not excused in a manner or time satisfactory to the Board of Directors shall, at the discretion of the Board of Directors and by a majority vote of the Board of Directors automatically effect a vacancy as to the absent and unexcused Officer?s seat on the Board of Directors.

 

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ARTICLE VII

OFFICERS

Section VII.1  President. The President shall be the principal executive Officer of the Association. He or she shall, when present, preside at all meetings of the Board of Directors and shall in general perform all of the duties as may from time to time be prescribed by the Board of Directors.

The President may sign, with the Secretary or any other proper Officer authorized by the Board of Directors to do so, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or these By-Laws to some other Officer or agent of the Association, or shall be required by law to be otherwise signed or executed.

Section VII.2  President-Elect. The President-Elect shall assist the President with his or her duties and perform all duties as may from time to time be prescribed by the President or Board of Directors. The President-Elect shall also serve as nominating chairperson for the election of Officers.

Section VII.3  First Vice President. The First Vice President shall act as the membership chairperson and shall perform such other duties as may from time to time be assigned to him or her by the President or by the Board of Directors. In the absence of the President, the First Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.

Section VII.4  Second Vice President. The Second Vice President shall serve as the chairperson of the programs committee and shall perform such other duties as may from time to time be assigned to him or her by the President or by the Board of Directors.

Section VII.5  Vice President of Publications. The Vice President of Publications shall serve as chairperson of the newsletter committee and shall be responsible for preparing, editing and distributing the newsletter to the Membership and shall perform such other duties as may from time to time be assigned to him or her by the President or by the Board of Directors.

Section VII.6  Vice President of Continuing Legal Education. The Vice President of Continuing Legal Education shall serve as chairperson of the continuing legal education committee and shall be responsible for providing the Membership with the annual continuing legal education seminar and shall perform such other duties as may from time to time be assigned to him or her by the President or by the Board of Directors.

Section VII.7  Secretary. The Secretary shall keep the minutes of the proceedings of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; and also be custodian of the corporate records of the Association. The Secretary shall also serve as Parliamentarian of the Association, shall interpret the By-Laws of the Association upon request of the Board of Directors and shall perform such other duties as may from time to time be assigned to him or her by the President or by the Board of Directors.

Section VII.8  Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds of the Association; receive and give receipts for monies due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article IX of these By-Laws; disburse the funds of the Association in accordance with the directives of the Board of Directors, taking proper vouchers for such disbursements, and render to the Board of Directors, at its monthly meeting and at such other times as may be requested by the Board of Directors, an accounting of all the transactions of the Treasurer and of the financial condition of the Association; and in general perform all duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him or her by the President or by the Board of Directors.

Section VII.9  Publicity Director. The Publicity Director shall submit news releases and activity notices to the general public and legal community to help raise awareness of the Association?s activities and such other duties as may from time to time be assigned to him or her by the President or by the Board of Directors.

Section VII.10  Scholarship Director. The Scholarship Director shall be responsible for all aspects of the application and awarding process for the semi-annual  student scholarships and such other duties as may from time to time be assigned to him or her by the President or by the Board of Directors.

Section VII.11  Job Bank Director. The Job Bank Director shall prepare a monthly update of paralegal positions available in the Nashville Area and such other duties as may from time to time be assigned to him or her by the President or by the Board of Directors.

Section VII.12  Community Services Director. The Community Services Director shall coordinate all philanthropical activities and donations of the Association and such other duties as may from time to time be assigned to him or her by the President or by the Board of Directors.

Section VII.13  Member Services Director. The Member Services Director shall be responsible for planning any networking or social events of the Association, the compilation and presentation of the results of the Salary Survey described in Section 5.4 hereof, publishing any new information pertaining to the membership in the monthly newsletter and such other duties as may from time to time be assigned to him or her by the President or by the Board of Directors.

Section VII.14  NFPA Primary Representative.  The NFPA Primary Representative shall serve as the Association?s representative to NFPA. This individual will receive all information from NFPA and has the responsibility of disseminating information to the appropriate individual members.  The NFPA Primary Representative will be the contact person for information and reports required by NFPA.  More specifically, these responsibilities include, but are not limited to the following:

a.  MTPA/NFPA Liaison;
b.  Receive and disseminate NFPA and member association mailings;
c.  Attend NFPA national and NFPA regional meetings and cast the Association?s vote on policy issues in accordance with directives of the Board of Directors;
d.  Respond to NFPA related correspondence in accordance with directives of the Board of Directors;
e.  Perform such other duties as may from time to time be assigned to him or her by the President or by the Board of Directors.

Section VII.15  NFPA Secondary Representative. The NFPA Secondary Representative shall, in the absence of the NFPA Primary Representative, fulfill the duties of the NFPA Primary Representative with respect to NFPA matters. In addition, the NFPA Secondary Representative shall attend NFPA national and NFPA regional meetings at the discretion of the Board of Directors.  The NFPA Secondary Representative shall be appointed by the Board of Directors on a rotating basis and shall be a non-voting member of the Board of Directors.

Section VII.16  Ex-Officio. The Ex-Officio shall serve as an advisory director. This position shall be held by the immediate past President of the Association.

Section VII.17  Limitations on Voting. Any two or more offices may be held by the same person, except the offices of President and Secretary. In the event two or more offices are held by the same person, such person shall only be entitled to one (1) vote.

 

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ARTICLE VIII

OTHER COMMITTEES

Section VIII.1  Standing Committees. The Board of Directors may maintain such standing committees as it may determine from time to time to be necessary or desirable for its proper functioning, such as a legislative or lobbying committee, a development and fundraising committee, etc. Such committees shall be under the control and serve at the pleasure of the Board of Directors and shall have charge of such duties as may be assigned to them by the Board of Directors.

Section VIII.2  Ad Hoc Committees. The President, with the approval of the Board of Directors as evidenced by resolution, may from time to time create such ad hoc committees as the President believes necessary or desirable to investigate matters or advise the Board of Directors. Ad hoc committees shall limit their activities to the accomplishment of the tasks for which created and shall have no power to act except as specifically conferred by resolution of the Board of Directors. Such committees shall operate until their tasks have been accomplished or until earlier discharged by the Board of Directors.

 

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ARTICLE IX

CONTRACTS, LOANS, CHECKS, DEPOSITS, INVESTMENTS

Section IX.1  Contracts and Employment of Agents. The Board of Directors may authorize any Officer, or agent to enter into any contract, or execute and deliver any instrument, in the name of and on behalf of the Association. The Board of Directors shall be specifically authorized, in its sole discretion, to employ and to pay the compensation of such agents, accountants, custodians, experts, consultants and other counsel, legal, investment, or otherwise, as the Board of Directors shall deem advisable, and to delegate discretionary powers to, and rely upon information furnished by, such individuals or entities. Such authority may be general or confined to specific instances.

Section IX.2  Loans. No loans shall be contracted on behalf of the Association, and no evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section IX.3  Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such Officer or Officers, agent or agents, of the Association, and in such manner, as shall from time to time be determined by resolution of the Board of Directors.

Section IX.4  Deposits. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association with such banks, trust companies, brokerage accounts, investment managers, or other depositaries as the Board of Directors may from time to time select.

Section IX.5  Contributions. The Board of Directors may accept contributions for or on behalf of the Association.

 

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ARTICLE X

STANDARDS OF CONDUCT

Section X.1  Standards of Conduct. An Officer of the Association shall discharge his or her duties as a Director or as an Officer, including duties as a member of a committee:

(a) In good faith;

(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(c) In a manner he or she reasonably believes to be in the best interest of the Association.

Section X.2  Reliance on Third Parties. In discharging his or her duties, an Officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(a) One or more Officers or Members of the Association whom the Officer reasonably believes to be reliable and competent in the matters presented; or

(b) Legal counsel, public accountants, or other persons as to matters the Officer reasonably believes are within the persons professional or expert competence.

Section X.3  Bad Faith. An Officer is not acting in good faith if he or she has knowledge concerning any matter in question that makes reliance otherwise permitted by Section 10.2 unwarranted.

Section X.4  No Liability. An Officer is not liable for any action taken, or any failure to take action, as an Officer, if he or she performs the duties of his or her office in compliance with the provisions of this Article, or if he or she is immune from suit under the provisions of Section 48-58-601 of the Act. No repeal or modification of the provisions of this Section 10.4, either directly or by the adoption of a provision inconsistent with the provisions of this Section, shall adversely affect any right or protection, as set forth herein, existing in favor of a particular individual at the time of such repeal or modification.

Section X.5  Prohibition on Loans. No loans or guarantees shall be made by the Association to its Officers. Any Officer who assents to or participates in the making of any such loan shall be liable to the Association for the amount of such loan until the repayment thereof.

 

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ARTICLE XI

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section XI.1  Mandatory Indemnification of Officers. To the maximum extent permitted by the provisions of Tennessee Code Annotated Sections 48‑58‑501, et seq., of the Act, as amended from time to time (provided, however, that if an amendment to the Act in any way limits or restricts the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this Section which occur subsequent to the effective date of such amendment), the Association shall indemnify and advance expenses to any person who is or was an Officer of the Association, or to such person?s heirs, executors, administrators and legal representatives, for the defense of any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal (any such action, suit or proceeding being hereinafter referred to as the ?Proceeding?), to which such person was, is or is threatened to be made, a named defendant or respondent, which indemnification and advancement of expenses shall include counsel fees actually incurred as a result of the Proceeding or any appeal thereof, reasonable expenses actually incurred with respect to the Proceeding, all fines, judgments, penalties and amounts paid in settlement thereof, subject to the following conditions:

(a) The Proceeding was instituted by reason of the fact that such person is or was an Officer of the Association; and

(b) The Officer conducted himself or herself in good faith, and he or she reasonably believed (i) in the case of conduct in his or her official capacity with the Association, that his or her conduct was in its best interest; (ii) in all other cases, that his or her conduct was at least not opposed to the best interests of the Association; and (iii) in the case of any criminal proceeding, that he or she had no reasonable cause to believe his or her conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the Officer did not meet the standard of conduct herein described.

Section XI.2  Non-Exclusive Application. The rights to indemnification and advancement of expenses set forth in Sections 11.1 above are contractual between the Association and the person being indemnified, and his or her heirs, executors, administrators and legal representatives, and are not exclusive of other similar rights of indemnification or advancement of expenses to which such person may be entitled, whether by contract, by law, by the Charter, by a resolution of the Board of Directors, by these By-Laws, by the purchase and maintenance by the Association of insurance on behalf of an Officer, employee or agent of the Association, or by an agreement with the Association providing for such indemnification, all of which means of indemnification and advancement of expenses are hereby specifically authorized.

Section XI.3  Non-Limiting Application. The provisions of this Article XI shall not limit the power of the Association to pay or reimburse expenses incurred by an Officer of the Association in connection with such person?s appearing as a witness in a Proceeding at a time when he or she has not been made a named defendant or respondent to the Proceeding.

Section XI.4  Prohibited Indemnification. Notwithstanding any other provision of this Article XI, the Association shall not indemnify or advance expenses to or on behalf of any Officer of the Association, or such persons heirs, executors, administrators or legal representatives:

(a) If a judgment or other final adjudication adverse to such person establishes his or her liability for any breach of the duty of loyalty to the Association or its Members, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or under Tennessee Code Annotated Section 48-58-304 of the Act; or

(b) In connection with a Proceeding by or in the right of the Association in which such person was adjudged liable to the Association; or

(c) In connection with any other Proceeding charging improper personal benefit to such person, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her.

Section XI.5  Repeal or Modification Not Retroactive. No repeal or modification of the provisions of this Article XI, either directly or by the adoption of a provision inconsistent with the provisions of this Article, shall adversely affect any right or protection, as set forth herein, existing in favor of a particular individual at the time of such repeal or modification.

 

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ARTICLE XII

NOTICES AND WAIVER OF NOTICE

When notice is required under these By-Laws or by law, notice may be delivered in person, mailed, or transmitted by facsimile (unless specifically stated otherwise) to such member and or Officer. Such notice shall be deemed delivered: (i) if delivered personally, on the date it is received in person; (ii) if mailed, on the date specified on the postmark; and (iii) if transmitted by facsimile, on the date on which the confirmation sheet states that all pages have been sent. The address or facsimile number used for delivery of notice will be the one shown on the records of the Association and may be changed by any Member by written notice to the Association.

 

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ARTICLE XIII

FISCAL YEAR

The fiscal year of the Association shall end on the last day of December, or on such other date as may be fixed from time to time by the Board of Directors.

 

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ARTICLE XIV

AMENDMENTS

These By-Laws may be altered or amended and new By-Laws adopted upon the affirmative vote of two-thirds (2/3) of the Voting Members of the Association present at any monthly or special meeting.

 

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ARTICLE XV

EXEMPT STATUS

The Association has been organized and will be operated exclusively for exempt purposes within the meaning of Section 501(c)(6) of the Code and, as such, will be exempt from taxation under Section 501(a) of the Code. Any provision of these By-Laws or of the Charter which would in any manner adversely affect the Association?s tax exempt status shall be void and shall be deleted or modified as necessary to comply with all applicable federal and state requirements for the maintenance of the Association?s tax exempt status.

These By-Laws are adopted and shall be effective as of the 1st day of November, 2001.

/s/ Kathy Teague
Secretary

 

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