Article VI COMMITTEES
The Board Of Directors may create one or more committees, each consisting of one or more members. Members of committees of the Board of Directors which exercise powers of the Board of Directors must be members of the Board of Directors. All committee members shall serve at the pleasure of the Board of Directors.
Article VII OFFICERS
A. Number. The Officers of the Corporation shall be a Chairperson, a President, a Secretary, and a Registrar, and such other officers as may be from time to time appointed by the Board of Directors or by the Chairperson with the Board of Directors approval. One person may simultaneously hold more thanone(1)officeexceptthePresidentmaynot
simultaneously hold the office of Secretary.
B. Resignation and Removal. An officer may resign at any time by delivering notice to the Corporation. Such resignation is effective when such notice is delivered unless such notice specifies a later effective date. An officer's resignation does not effect the Corporation's contract rights, if any, with the officer.
The Board of Directors may remove any officer at any time with or without cause, but such removal shall not prejudice the contract rights, if any, of the person so removed.
C. Vacancy. Any vacancy in an office for any cause may be filled for the unexpired portion of the term by the Board of Directors.
1. Chairperson. The Chairperson (if any) shall preside at all meetings of the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect and shall perform such other duties as the Board of Directors may, from time to time, prescribe. 2. President. The President shall be the Chief Executive Officer of the Corporation and shall have general supervision over the active management of the business and affairs of the Corporation.The President shall have the
general 'powers and" duties of supervision qnd'management usually vested in the office of the President of the Corporation and shall perform such other duties as the Board of Directors may, from time to time, prescribe.
3. Vice-President. The Vice President or Vice Presidents (if any} shall be active executive officers of the Corporation, shall assist the/Chairperson and the President in the active management of the business and shall perform such other duties as the Board of Directors or the President may, from time to time, prescribe. 4. The Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the members and shall prepare and record all votes and all minutes of all such meetings in a book to be kept for that purpose. The Secretary shall perform like duties for any committee when required. The Secretary shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors when required, and unless directed otherwise by the Board of Directors, shall keep a record containing the names of all persons who are members of the Corporation, showing their place of residence. The Secretary shall have the responsibility of authenticating records of the Corporation. The Secretary shall perform such other duties incident to the office of Secretary or as prescribed from time to time by the president or the Board of Directors. 5. Registrar. The Registrar shall see to the registration and keep records of all registrations with the Corporation. The Registrar shall be entitled to reimbursement for all expenditures necessary to carry out the duties of a Registrar. 6. The Treasurer. The Treasurer shall have the custody of the Corporations funds and securities, shall keep or cause to be kept a full and accurate account of receipts and disbursements in books belonging to the Corporation, and shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse or cause to be disbursed the funds of the Corporation as required in the ordinary course of business or as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at the Regular Meetings of the Board, or whenever they may require it, an account of all transactions as Treasurer and financial conditions of the Corporation. The Treasurer shall perform such other duties as may be incident to the office or as prescribed from time to time by the Board of Directors. 7. Other Officers. Other Officers designated by the Board of Directors shall exercise such powers and perform such dut_es as may be delegated to them.
Article VIII INDEMNIFICA'l'!ON
A. Indemification and Advancement of Expenses. The Corporation shall indemnify every person who is or was a party or is or was threatened to be/made a party to any action, suit or proceeding,. whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust, employee benefit plan or other enterprise, including service on a committee formed for any purpose (and, in each case, his or her heirs, executors and administrators) against all expense, liability and loss (including counsel fee, judgments, fines, ERISA excise taxes, penalties, and amounts paid in settlement) actually and reasonably incurred or suffered by such person in connection with such action, suit or proceeding, to the fullest extent permitted by-applicable law, as in effect on the date hereof and as hereafter amended. Such indemnification may include advances of expenses in advance of final disposition of such action, suit or proceedings, subject to the provision of any applicable statute. B. Non-exclusivity of Rights. The indemnification and advancement of expenses provisions of Article VII, Paragraph A above shall not be exclusive of any other right which any person (and his or her heirs, executors and administrators) may have or hereafter acquire under any statute, provision of the Charter, provision of these By-Laws, resolution adopted by the members, resolution adopted by the Board of Directors, agreement, or insurance, purchased by the Corporation or otherwise, both as to action in an official capacity and as to action in another capacity. The Corporation is hereby authorized to provide for the indemnification and advancement of expenses through its Charter, By-Laws, resolution of members, resolution of the Board of Directors and agreement. C. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any individual who is or was a Director, officer, employee or agent of the Corporation, or who, while a Director, officer, employee or agent of the Corporation is or was serving at the request of the Corporation's Board of Directors or its Chief Executive Officer as a Director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article or The Act.
Article IX MEMBERSHIP CERTIFICATES
A. Membership With or Without Certificates. The Board of Directors shall authorize the design of the Membership Certificates to evidence th_ identification and standing of the members. Each member, upon payment of the required fees
and for so long as the member is a member in good standing, shall be entitled to receive a Membership Certificate which evidences his or her membership.
Article X CORPORATE ACTIONS
A. Contracts. Unless otherwise required by the Board of Directors, the Chairperson, the President or any VicePresident or the Treasurer shall execute contracts or other instruments on behalf of or in the name of the Corporation. The Board of Directors may from time to time authorize any other officer, assistant officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the Corporation as it may deerq appropriate, and such authority may be general or confined to specific instances. B. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in
its name unless authorized by the Chairperson, the President, the Treasurer or the Board of Directors. Such authority may be general or confined to specific instances.
C. Checks, Drafts, etc. Unless otherwise required by the Board of Directors, all checks, drafts, bills of exchange and other negotiable instruments of the Corporation shall be signed by either the Chairperson, the President, the VicePresident, the Treasurer or such other officer, assistant officer or agent of the Corporation as may be authorized so to do by the Board of Directors. Such authority may be general or confined to specific business, and" if so directed by the Board, the signatures of two (2) or more such officers may be required. D. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in' such banks or other depositories as the Board of Directors may authorize.''
Article X FISCAL YEAR
The' fiscal year 'of the Corporation shall be determined by the Board of Directors, and in the absence of such determination, shall be the calendar year.
Article XI CORPORATE SEAL
The Corporation shall not have a corporate seal.
Article XII NOTICE
Unless otherwise provided for in this By-Laws or The Act, any notice required shall be in writing except that oral notice is effective if it is reasonable under the circumstances and not prohibited by the Charter or these ByLaws. Notice may be communicated in person, by telephone, telegraph, teletype or other form or wire or wireless communication, or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the are where published; or by radio, television or other form of public broadcast communication. Written notice to a domestic or foreign corporation authorized to transact business in. Tennessee may be addressed to its registered agent at its registered office or to the corporation or its Secretary at its principal office as shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.
Written notice to members, if in a comprehensible from, is effective when mailed, if mailed postpaid and correctly addressed tQ tne member's address snown in the Corporation's current record of members. Except as provided above, written notice, if in a comprehensible from, is effective at the earliest of the following: (a) when received; (b) five (5) days after its deposit in the United States mail, if mailed correctly addressed and with first class postage affixed thereon; (c) on tne date shown on the return receipt requested, and the receipt is signed by or on behalf of the addressee; or (d) twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered or certified postage affixed. Oral notice is effective when communicated if communicated in a comprehensible manner.
Article XIII AMENDMENT OF BY -LAWS
These By-Laws may be amended from time to time by the members. The Board of Directors or the Members may propose amendments to the By-Laws. If the Board of Directors propose an amendment to these By-Laws, the proposed amendment shall be sent to all members with notice of the meeting to consider any amendments. The_meeting may be regular or special. If the members propose an amendment to these By-Laws the amendment must be approv:ed by 10% of the total members. At the meeting called for the purpose to amend these By-Laws the amendment will be approved if two-thirds (2/3) of the members present and voting or a majority of all members entitled to vote, whichever is less, vote .in favor of the amendment.