Chattanooga Bar Foundation Bylaws
Bylaws of the
Name and Purpose
1.1 Name. The name of the corporation is Chattanooga Bar Foundation.
1.2 Purposes. The purposes of this corporation shall be as provided in its Charter.
The corporation shall have no members. The board may take any action which is permitted or required to be taken by members of a corporation not for profit under Tennessee law by the affirmative vote of a majority of the entire board, without the necessity of any prior action by the board which would have otherwise been required by law for such action if there were members entitled to vote on such action.
3.1 Annual Meetings. An annual meeting of the Board of Directors shall be held on the third Monday in April of each year, or, if the notice of the meeting designates it as an annual meeting, at any time within the three (3) months following the close of the fiscal year, the date to be determined by the president, the secretary or by the Board.
3.2 Special Meetings. Special meetings of the Board may be called by the president, the secretary, or by any two directors.
3.3 Place of Meetings. Board meetings shall be held at the principal office of the corporation at 700 James Building, 735 Broad Street,
3.4 Notice Requirements. Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called and the person or persons calling the meeting, shall be delivered either personally or by mail by or at the direction of the president, the secretary or the person or persons calling the meeting, to each director. Such notice shall be delivered not less than two (2), nor more than thirty (30) days before the date of the meeting and shall be deemed to be delivered, if mailed, when deposited in the United States mail addressed to the director at his last known address, with postage thereon prepaid, and if delivered, when actually received by the director.
3.5 Waiver of Notice. Attendance of a director at a meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Whenever the board or any committee of the board is authorized to take any action after notice to any person or persons, or the lapse of a prescribed period of time, the action may be taken without such requirements if at any time before or after the action is completed the person or persons entitled to such notice or entitled to participate in the action to be taken submit a signed waiver of notice or of such requirement.
3.6 Quorum. At all meetings of the board, a majority of the directors then in office shall constitute a quorum for the transaction of business. The presence of a majority of the membership of a committee of the board shall be required for the transaction of business. Except with respect to indemnification proceedings, common or interested directors may always be counted in determining the presence of a quorum at a meeting of the board or of a committee which authorizes, approves or ratifies a transaction of the corporation. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any of those present. A meeting may be adjourned despite the absence of a quorum.
3.7 Voting. The affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board or any committee.
3.8 Presumption of Assent. A director who is present at a meeting of the board, or any committee thereof, shall be presumed to have concurred in any action taken at the meeting, unless his dissent thereto shall be entered in the minutes of the meeting or unless he shall submit his written dissent to the person acting as the secretary of the meeting before the adjournment thereof, or shall deliver or send such dissent by registered or certified mail to the secretary of the corporation promptly after the adjournment of the meeting. Such rights to dissent shall not apply to a director who voted in favor of such action. A director who is absent from a meeting of the board, or any committee thereof, at which such action is taken shall be presumed to have concurred in the action unless he shall deliver or send by registered mail or certified mail his dissent thereto to the secretary of the corporation or shall cause such dissent to be filed in the minutes of the proceedings of the board or committee within a reasonable time after learning of such action.
3.9 Action by Consent. Directors and members of any committee designated by the board may take any action which the board or committee is required or permitted to take without a meeting on written consent, setting forth the action so taken, signed by all of the directors or committee members, as the case may be, and indicating each signing director’s vote or abstention on the action. The affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting is the act of the board.
3.10 Telephone Meeting Allowed. Participation by members of the board or any committee designated by the board in any telephone meeting of the board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other shall be permitted. Participation in such a meeting pursuant to this Paragraph 3.10 shall constitute presence in person at such meeting. The directors shall be promptly furnished a copy of the minutes of any meeting held under this paragraph.
4.1 Qualifications. The affairs of the corporation shall be managed by a Board of Directors, which shall consist of the duly elected and acting members of the Board of Governors of the Chattanooga Bar Association.
5.1 Titles of Officers. The corporation shall have a president, a president-elect (who shall serve also as vice president), a secretary-treasurer and such other officers as are elected.
5.2 Election. All officers shall be elected at the annual meeting of the board or at any special meeting of the board. Normally, but not necessarily, the officers of the Chattanooga Bar Association shall be elected to serve as officers of this corporation.
5.3 Term of Office. The officers of the corporation shall be elected for terms of one year. Each officer shall hold office until the expiration of the term for which he is elected and thereafter until his successor has been elected or appointed and qualified.
5.4 Duties. All officers as between themselves and the corporation shall have such authority and perform such duties in the management of the corporation, in addition to those described in these bylaws, as usually appertain to such officers of corporations not for profit, except as may be otherwise prescribed by the board.
Limited Liability of Directors
The personal liability of each director of the corporation for monetary damages for breach of fiduciary duty as a director shall be eliminated to the full extent permitted by Section 48-52-102(3) of the Tennessee Code Annotated.
The corporation shall indemnify an individual who is a party to a proceeding because such individual is or was a member of the Board of Directors, or an officer of the corporation or an employee or agent of the corporation against any liability incurred in the proceeding and, prior to the disposition thereof, advance the reasonable expenses incurred by such individual to the extent permitted under Sections 48-58-502, 48-58-504, and 48-58-507 of the Tennessee Code Annotated. The determination of entitlement to indemnification and advancement of expenses shall be made in accordance with Section 48-58-506 of the Tennessee Code Annotated. Every reference herein to a member of the Board of Directors, officer, employee or agent of the corporation shall include every director, officer, employee and agent thereof and former director, officer, employee and agent thereof. The right of indemnification herein provided shall be in addition to any and all rights to which any director, officer, employee or agent of the corporation might otherwise be entitled and provisions hereof shall neither impair nor adversely affect such rights.
8.1 Offices. The principal office of the corporation in the State of
8.2 Seal. The corporation may have a corporate seal which may be altered at pleasure; but the presence or absence of such seal on any instrument, or its addition thereto, shall not affect its character or validity or legal effect in any respect.
8.3 Investments, Contracts and Bank Accounts. In the absence of other arrangements by the board, the president of the corporation may vote, endorse for transfer or take any other action necessary with respect to shares of stock and securities issued by any corporation and owned by this corporation; and he may make, execute and deliver any proxy, waiver or consent with respect thereto. This authority may be delegated by the president to another officer of the corporation in his discretion. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. All funds of the corporation not otherwise employed shall be deposited to the credit of the corporation in such banks or other depositories as the Board of Directors may select, or as may be designated by any officer or officers or agent or agents of the corporation to whom such power may be delegated by the Board of Directors.
8.4 Acceptance of Gifts. The Board of Directors or any officer of the corporation or any agent of the corporation to whom such authority may be delegated by the board, may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
8.5 Bond. At the direction of the directors, any officer or employee of the corporation shall be bonded. The expense of furnishing any such bond shall be paid by the corporation.
These bylaws may be amended or repealed, and new bylaws may be adopted, by the vote of a majority of the entire board at any regular or special meeting of the board. The resulting bylaws may contain any provision for the regulation and management of business of the corporation not inconsistent with law and the charter. Any amendment of the charter inconsistent with these bylaws shall operate to amend the bylaws pro tanto, and those bylaws or parts of bylaws which merely summarize or restate the provisions of the charter or the provisions of the Tennessee Nonprofit Corporation Act or other law applicable to the corporation shall be operative with respect to the corporation only so far as they are descriptive of existing law and of the charter as amended.