Bylaws of the Art League of Cheatham County
ARTICLE I
CORPORATION
SECTION 1.1. Corporate Name. The name of the corporation shall be The Art League of Cheatham County, a Tennessee public benefit corporation organized pursuant to the Tennessee Nonprofit Corporation Act (the “Act”).
SECTION 1.2. Corporate Offices. The corporation shall have and continuously maintain in the State of Tennessee a registered office and registered agent whose office address is identical with such registered office. The corporation shall have a principal office at such other place as shall be designated by the board of directors and may have other offices within or without the State of Tennessee as the board of directors may from time to time determine.
SECTION 1.3. Corporate Purposes. The corporation is organized exclusively for the following charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any corresponding section of any future federal tax code (the “Code”):
a. To provide leadership education, seminars, publications, and counseling for the benefit of the general public by listening and responding with respect, allowing process to drive outcome, and appreciating the influence of both the seen and the unseen so that people become empowered for living lives of personal fulfillment, productivity, and joy.
b. To contract with other organizations, for profit or nonprofit, with individuals and with governmental agencies in furtherance of such purposes; and,
c. To engage in other activities in furtherance of such purposes and exercise any and all powers, rights, and privileges as may be authorized by the Charter of this Corporation and that are permitted to be carried on by an entity either (i) exempt from Federal income taxation under Section 501(c)(3) of the Code, or (ii) to which contributions are deductible under Section 170(c)(2) of the Code.
SECTION 1.4. Restrictions on Purpose and Activities. Notwithstanding any other provisions of these bylaws to the contrary, the following restrictions shall apply to the purposes, operations and activities of the corporation:
(A) the purposes of the corporation shall in all events be religious, charitable, scientific, literary or educational within the meaning of Section 501(c)(3) of the Code and shall be consistent with the requirements of Section 501(c)(3) and either Section509(a)(2) or Section 509(a)(3) of the Code and all applicable Treasury Regulations issued thereunder;
(B) no part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its directors, officers, employees or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein;
(C) no part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, nor intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office except as authorized under the Code; and
(D) notwithstanding any other provision of these bylaws, the corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Code, or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code.
SECTION 1.5. Members. The corporation shall have members, which will pay annual dues to retain their eligibility for membership in The Art League of Cheatham County
SECTION 1.6. Corporate Dissolution. Upon the dissolution of the corporation, after paying or making provision for the payment of all of the liabilities and obligations of the corporation, the assets of the corporation shall be distributed pursuant to a plan of distribution adopted by the board of directors, to such organization(s) organized and operated exclusively for religious, charitable, educational and scientific purposes as shall at the time qualify as an organization(s) exempt from federal income taxation under Section 501(c)(3) of the Code, or to the federal government, or a state or local government for a public purpose, as determined by the board of directors. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as said court shall determine that are organized and operated exclusively for such purposes, provided that such organization(s) are exempt from federal income taxation under Section 501(c)(3) of the Code.
ARTICLE II
BOARD OF DIRECTORS
SECTION 2.1. Governance The policy making powers of the corporation shall be vested in and exercised by the board of directors (referred to in these bylaws as the “board” or “board of directors”) that shall have charge, control and responsibility for the management of the policies, property, affairs and funds of the corporation and that shall alone determine compliance with the corporation’s stated purposes and have the power and authority to do and perform all acts or functions not inconsistent with these bylaws or the corporation’s charter. Specifically, the board is authorized and empowered to create, appoint, establish or name such committees, councils, or other person or persons to exercise some or all of the powers that would otherwise be exercisable by the board as the board shall deem necessary or appropriate and shall have the power by resolution to delegate and designate those powers, rights and privileges of the board that shall be vested in and exercised by one or more such committees, counsels, or other person or persons to the extent permitted by the charter of the corporation, these bylaws and the applicable provisions of the Act.
SECTION 2.2. Number and Composition; Initial Board. The number of members of the board of directors shall be not less than three (3) nor more than thirty (30). The initial board shall be appointed by the incorporator to serve for a term of one year. Successors to the initial board of directors shall be elected as set forth in Section 2.3. The specific number of directors shall be set and established from time to time by resolution of the board adopted by the affirmative vote of the majority of the members of the board then in office; provided, however, that the number of directors shall not be less than the number authorized by this Section 2.2.
SECTION 2.3. Election and Term. Each member of the board of directors, other than the initial members of the board of directors as designated in Section 2.2, shall be nominated and elected by the members of the board of directors then serving as provided in Section 2.5 of these bylaws. During the first election, directors shall be designated for staggered terms of approximately one and two years, in order properly to stagger the terms thereafter and permit expiration of terms immediately following the annual meeting. Following the first election, each director shall serve for a term of two years, or until a successor is selected. Terms shall be established so that no more than one-half (1/2) of the directors will be elected each year. A director who shall be elected to the board to fill any vacancy on the board shall serve for the remainder of the unexpired term that such director is filling. Notwithstanding that a director may be elected for a designated term, a director shall continue to serve as a director until a successor has been nominated and elected pursuant to the provisions of these bylaws.
SECTION 2.4. Qualifications of Board Members. To be eligible for board membership election, a candidate shall be a natural person who, at the time of election, shall be at least 21 years of age who shall, in the determination of the board, (1) exemplify qualities of honesty, integrity, and sound moral character and (2) be committed to support and uphold the purposes, mission and general policies of the corporation and have a willingness and ability to devote necessary time to board activities. 3) Must be living in or work a majority of their time in Cheatham County.
SECTION 2.5. Method of Election; Vacancies. The board of directors shall nominate and elect members of the board, fill vacancies on the board as often as vacancies occur, whether such vacancies are due to expansion, resignation, expiration of term, death or for any other reason and designate the term of service of each elected member of the board consistent with these bylaws. In the event only one candidate is nominated to fill any vacant seat, the candidate so nominated shall be elected by a vote of a majority of the directors then in office. In the event two or more candidates are nominated to fill any vacant seat, the candidate with the greatest number of votes cast by the directors then in office shall be elected to such seat.
SECTION 2.6. Resignation and Removal. Any director may resign at any time by giving written notice of such resignation to the board of directors. Any board member may be removed with or without cause by a majority vote of the directors then in office.
SECTION 2.7. Quorum and Voting Requirements. A quorum of the board shall consist of a majority of the directors in office immediately before a meeting begins. If a quorum is present when a vote is taken, then, except as provided otherwise herein, in the charter or by applicable law, the affirmative vote of a majority of directors present is the act of the board.
ARTICLE III
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 3.1. Regular Meetings of the Board. The board shall hold regular meetings at least annually at the principal office of the corporation or at such other place as may be designated from time to time by the board, for the purpose of transacting such business as may be required or permitted pursuant to the corporation’s charter, these bylaws or as may otherwise be properly presented to the board. The frequency, date and time for regular meetings shall be established and be subject to change as determined by the board of directors.
SECTION 3.2. Special Meetings of the Board. Special meetings of the board may be called by the board Chairman, or upon receipt of the written request of a majority of the directors.
SECTION 3.3. Notice of Board Meeting. Written notice of all regular and special board meetings shall be required by any reasonable means, including first class mail, facsimile transmission, electronic mail or hand delivery. Unless properly waived, notice shall be given to each director at least twenty-four hours before the time of the meeting. Any notice of a special meeting of the board that is not given at least three (3) days before the meeting shall be given by facsimile transmission, electronic mail or hand delivery to each director or may be given by telephonic notice so long as such telephonic notice is confirmed in writing prior to the time of the meeting. Notwithstanding the preceding, any action of the board (i) to remove a director, or (ii) to approve a matter that would require approval by members if the corporation had members, shall not be valid unless each director is given at least seven (7) days written notice that the matter will be voted upon at a director’s meeting or unless notice is waived pursuant to the Act.
SECTION 3.4. Action by Written Consent. Any action required or permitted to be taken by the directors of the corporation may be taken without a meeting on written consent, if all directors consent to taking such action without a meeting. In such case, the affirmative vote of the number of directors that would be necessary to authorize such action at a meeting shall be considered the action of the board. The written consent shall set forth the action taken and shall be signed by each director, indicating each director’s vote or abstention on the action.
SECTION 3.5. Meeting by Telephone or Video Conference. All members of the board or of any committee of the board may participate in and act at any meeting of such board or committee by means of conference telephone, video or other similar communication equipment so long as all persons participating in the meeting can simultaneously hear each other; provided that a majority of such members consent in writing to the recording of the minutes of such communications and provided that such recording is in fact made and becomes a part of the official corporate records. Participation in such a meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
SECTION 3.6. Procedure at Meetings. Robert’s Rules of Order Revised (latest edition) shall govern procedure at all meetings of all boards and committees on matters that are not covered by these bylaws, unless such rules are waived by a majority vote of the quorum.
SECTION 3.7. Advisory Directors. The board of directors may, in its discretion, from time to time designate persons as advisory members of the board of directors for such term or terms as the board shall determine, who as requested may attend meetings of the board and express their views, but who shall not be entitled to vote on matters coming before the board of directors.
ARTICLE IV
BOARD COMMITTEES
SECTION 4.1. General Committees. Committees of the board may be standing or special as designated by the board from time to time and shall be authorized or established by the board. Committees may be created or terminated at any time by resolution of the board. Except as provided in the Act, members of any standing or special committee may be members of the board or other natural persons, and they shall serve at the pleasure of the board. Subject to limitations imposed by applicable law, such committees shall have such authority as shall be delegated by the board.
SECTION 4.2. Executive Committee. An Executive Committee may be established, whose members shall be appointed or elected from the board of directors. Members of the Executive Committee, at the discretion of the board, may be authorized to address and act on issues and concerns of the corporation. Specific authorizations will be established by the board.
SECTION 4.3. Appointment. Committees may be appointed by the board for such tasks as circumstances warrant. A committee shall limit its activities to the accomplishment of the tasks for which it is appointed and shall have no power to act except as specifically conferred by action of the board. The board shall appoint a member of the committee to serve as chairman.
SECTION 4.4. General Committee Procedures. Each committee shall record minutes of its deliberations, recommendations and conclusions and shall promptly deliver a copy of such minutes to the secretary of the corporation. Reasonable notice of the meetings of any committee shall be given to the members thereof. The committee chairman may invite to any committee meeting such individuals as he or she may select who may be helpful to the deliberations of the committee. A majority of the members of each committee shall constitute a quorum for the transaction of business and the act of a majority of the members of any committee present at a meeting at which a quorum is present shall be the action of the committee. Each committee may operate through the establishment of one or more subcommittees to be composed of such members of the committee and to have such duties and responsibilities as shall be delegated to the subcommittee by the committee. Each committee may adopt rules for its own operations and that of its subcommittees not inconsistent with these bylaws, the policies of the board, the charter of the corporation, or the Act.
ARTICLE V
OFFICERS OF THE CORPORATION
SECTION 5.1. Designation of Corporate Officers. The officers of the corporation shall be a President, a Secretary, and a Treasurer each of whom shall be elected by the board of directors. The board may also elect a Vice-President and such other assistant officers as the board of directors may from time to time deem necessary or appropriate.
SECTION 5.2. Term and Removal. An officer may be elected or appointed for a designated term or for an unspecified term but shall continue to hold office until a successor shall have been duly elected or appointed in accordance with these bylaws. Any two (2) or more offices may be held by the same person except the offices of President and Secretary. Any officer may be removed from office at any time with or without cause by action of the board of directors.
SECTION 5.3. Duties of the President. The President shall be the chief executive officer of the corporation, shall be responsible for implementing and carrying out corporate policies established by the board of directors of the corporation and advising the board on and making recommendations to the board regarding the formation of such policies, and shall be responsible for representing the corporation in its relationships with any affiliated entities. The President shall attend meetings of the board. The President, or his/her designee, shall carry out such duties as shall be necessary to ensure that this corporation carries out all policies established by the board of directors of this corporation in a manner that is not inconsistent with the mission or purposes of the corporation. The President shall have such other duties and authority that such position customarily requires, including those duties assigned from time to time by the board of directors.
SECTION 5.4. Duties of the Vice-President. In the absence of the President or in the event of his or her death, inability, or refusal to act, the 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. Any Vice-President 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 5.5. Duties of the Secretary. The Secretary shall act as a secretary of the corporation and the board, shall send appropriate notices or waivers of notice regarding board meetings, shall prepare agendas and other materials for all meetings of the board, shall act as official custodian of all records, reports and minutes of the corporation, the board and all committees, shall be responsible for the keeping and reporting of adequate records of all meetings of the board, shall certify as to actions taken by the board, shall authenticate records of the corporation and shall perform. such other duties as are customarily performed by or required of corporate secretaries.
SECTION 5.6. Duties of Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the directives of the board of directors, taking proper vouchers for such disbursements, and render to the board of directors, an accounting of all the transactions of the treasurer and of the financial condition of the corporation; 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 Chairman or by the board of directors.
SECTION 5.7. Salaries and Expenses. The officers of the corporation shall be entitled to reasonable compensation, as may be set by the board of directors from time to time, for services rendered to the corporation. Reasonable expenses incurred by all of the officers of the board of directors in the course of coordinating the affairs of the corporation shall be reimbursed by the corporation upon proper substantiation. No officer shall be prevented from receiving reasonable compensation by reason of the fact that the officer also is a member of the board of directors.
ARTICLE VI
FISCAL MATTERS
SECTION 6.1. Fiscal Year. The fiscal year of the corporation shall commence on January 1 of each year and shall end on December 31 of each year, except as the board in its discretion shall otherwise determine.
SECTION 6.2. Contracts. The Chairman and his or her express designees shall be authorized to execute contracts on behalf of the corporation. In addition, the board may authorize other officers or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, with such authority being either general or confined to specific instances.
SECTION 6.3. Loans and Indebtedness. No loans shall be contracted on behalf of the corporation, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board. Such authority may be general or confined to specific instances. No loan shall be granted to an officer or director of the corporation.
SECTION 6.4. 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 corporation or to the corporation shall be signed or endorsed by such officer or officers or agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board.
SECTION 6.5. 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, trust companies or other depositories as shall be approved by the board.
SECTION 6.6. Maintenance of Records. The corporation shall keep correct and complete books and records of account and other records of the activities of the corporation as may be appropriate. All such records shall be open to inspection upon the demand of any member of the board of directors.
SECTION 6.7. Gifts. The board may accept on behalf of the corporation any contribution, gift, bequest or devise for the general or any special purposes of the corporation.
SECTION 6.8. Investment Authority. The board of directors shall be authorized to retain assets distributed to the corporation, even though such assets may constitute an over-concentration in one or more similar investments. Further, the board of directors shall have the authority to make investments in unproductive property, or to hold unproductive property to the extent necessary until it can be converted into productive property at an appropriate time, provided the retention of such property is in the best interest of the corporation and does not in any way jeopardize the tax-exempt status of the corporation.
ARTICLE VII
INDEMNIFICATION
SECTION 7.1. Scope of Indemnification. Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the corporation) by reason of the fact that he or she is or was serving as an officer or director of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation against expenses (including reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if he or she acted in good faith for a purpose that he or she reasonably believed to be in the best interest of the corporation, and, in criminal actions or proceedings, he or she had no reasonable cause to believe that his or her conduct was unlawful, to the maximum extent permitted by and in the manner provided by the Tennessee Nonprofit Corporation Act. The corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding because he or she is or was a director of the corporation against reasonable expenses incurred in connection with the proceeding.
SECTION 7.2. Advance for Expenses. The corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding in advance of final disposition of the proceeding if: (1) the director or officer furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the standard of conduct described in Section 7.1 of this Article or is immune from suit under Section 48-58-601 of the Tennessee Nonprofit Corporation Act; (2) the director or officer furnishes the corporation a written undertaking to repay the advance if it is ultimately determined that the director is not entitled to indemnification; and (3) a determination is made that the facts then known to those making the determination would not preclude indemnification under the Tennessee Nonprofit Corporation Act. The undertaking required of the director or officer must be an unlimited general obligation of the director or officer, but may be unsecured and may be accepted without reference to financial ability to make repayment. The determination and authorization of payments under this section shall be governed by Section 48-58-506 of the Tennessee Nonprofit Corporation Act.
SECTION 7.3. Insurance. The corporation shall have power to purchase and maintain insurance on behalf of any person, who is or was an officer, director, employee, or agent of the corporation, or is or was serving at the request of the corporation as an officer, director, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or arising out of his or her status as such, whether or not the corporation would have the power or would be required to indemnify him or her against such liability under the provisions of this Article.
ARTICLE VIII
AMENDMENTS
These bylaws may be amended by the affirmative vote of a majority of the members of the board then in office at any regular meeting or any special meeting of the board.
ARTICLE IX
EXEMPT STATUS
The corporation has been organized and will be operated exclusively for exempt purposes within the meaning of Section 50l(c)(3) of the Code and, as such, will be exempt from taxation under Section 501 (a) of the Code. The corporation intends to apply for recognition of its exempt status by filing Internal Revenue Service Form 1023. Any provision of these Bylaws or of the Charter which would in any manner adversely affect the corporation’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 corporation’s tax exempt status.