“ByLaws”

AMENDED AND RESTATED BYLAWS

OF

TULLAHOMA ART CENTER, INC.

 

These Bylaws shall regulate the affairs of Tullahoma Art Center, Inc. (the “Corporation”), subject to the provisions of the Corporation’s Charter and any applicable provision of the Tennessee Nonprofit Corporation Act, Tenn. Code Ann. § 48-51-101, et seq. (the “Act”).

Article 1
OFFICES AND REGISTERED AGENT

Section 1.1            Registered Office. The Corporation shall designate and maintain a registered office in the State of Tennessee.
Section 1.2            Principal Office. The Corporation’s principal office shall be located at 401 South Jackson Street, Tullahoma, Tennessee 37388, or such other location as the board of directors of the Corporation (the “Board”) may determine.
Section 1.3            Registered Agent. The Corporation shall designate and maintain a registered agent in the State of Tennessee at its registered office.  The registered agent shall be designated from time to time by the Board.

Article 2
MEMBERSHIP

Section 2.1            Members.

The membership of the Corporation shall consist of all persons who have demonstrated an interest in the Corporation by payment of membership fees as prescribed by the Board.  The Board may establish categories of membership and the amount of the membership fee for each category.  Members who join as families shall be entitled to one vote per family membership.   Members that are not natural persons shall be entitled to one vote per entity.

Section 2.2            Annual Membership Meeting.

A meeting of the membership shall be held annually at a time and place to be set by the Board.  The Board shall send notice of the time and place of each annual meeting of the members no later than ten (10) days and no more than sixty (60) days prior to the meeting.  At the annual meeting, the members shall elect directors, receive reports on the Corporation’s activities and financial condition, and transact such other business as the Board may present at the meeting.

Section 2.3            Special Membership Meetings.

Special meetings of the members may be called by the Board.  The notice of a special meeting must disclose the purpose or purposes for which the meeting is called.  Only business described in the meeting notice may be conducted at a special meeting.  The Board shall send notice of the time, place and purpose(s) of each special meeting of the members no later than ten (10) and no more than sixty (60) days prior to the meeting.

Section 2.4          Quorum.

Ten percent (10%) of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum.

Section 2.5      Conduct of Meetings.

Meetings of the members shall be presided over by the President or, in the absence of the President, by any other officer appointed by the President.  The Secretary shall act as secretary of the meeting, but in the absence of the Secretary, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

Article 3
BOARD OF DIRECTORS

Section 3.1            General Powers.

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, the Board of Directors.

Section 3.2            Number, Tenure and Qualifications.

The number of directors on the Board of the Corporation shall be no less than three (3) and no more than seven (7), the exact number within such range to be set by the Board from time to time.  Each director shall hold office for a term of three (3) years or until that director’s successor is elected and qualified, or until the earlier death, resignation, removal or disqualification of the director.  No person may serve as a director for more than two (2) consecutive terms, except that the term of office of a director who is appointed by the Board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall not constitute a term for this purpose if such director’s initial service in office is for less than eighteen (18) months.  A term-limited director shall be eligible for re-election as a director after the lapse of three (3) years.  The Board shall be divided into three (3) classes of as nearly equal size as possible.  Each director in Class 1 shall serve for an initial term ending at the Board’s annual meeting in 2017 and until his or her successor is elected and qualified; each director in Class 2 shall serve for an initial term ending at the Board’s annual meeting in 2018 and until his or her successor is elected and qualified; and each director in Class 3 shall serve for an initial term ending at the Board’s annual meeting in 2019 and until his or her successor is elected and qualified.  After the respective initial terms of the classes indicated, each class of directors shall be elected for successive terms ending at the annual meeting the third (3rd) year after election of that class and until their successors are elected and qualified.

Section 3.3            Annual and Regular Meetings.

The annual meeting of the Board shall be held at the Corporation’s principal office or at such other place as the Board shall determine, on such day and at such time as the Board shall designate.  Regular meetings of the Board shall be held at such time and place within or outside the State of Tennessee as the Board shall determine.  The Board shall meet no less than four (4) times each year (including the annual meeting and all regular meetings but not any special meetings).  To the extent not otherwise provided in the Corporation’s Charter or these Bylaws, no notice shall be required for the annual or any regular meeting for which the time and the place have been fixed by the Board.
Section 3.4            Special Meetings.

Special meetings of the Board may be called by or at the request of the President or any two (2) directors.  The persons calling such special meeting of the Board may fix any date, time or place, within the State of Tennessee, as the date, time and place for holding that special meeting.

Section 3.5            Notice.

Written notice of the date, time, and place of a special meeting of the Board shall be given at least three (3) days prior to the date set for such meeting.  Such notice shall be given in one of the following manners: personally, by mail, by electronic mail, by private carrier, by facsimile, or by such other manner as permitted by the Act.  Such notice shall be given by the Secretary or by the person or one of the persons authorized to call Board meetings.  If such written notice is mailed, correctly addressed to the director’s address shown in the Corporation’s current records, the notice shall be deemed to have been given to the director at the time of mailing.  If such written notice is sent by private carrier or by United States mail, postage prepaid and by registered or certified mail, return receipt requested, the notice shall be deemed to have been given to the director on the date shown on the return receipt.  If such notice is sent by electronic mail, notice shall be deemed to have been given to the director on the date the electronic mail was sent.  Otherwise notice is effective when received by the director.  Notice of any Board meeting may be waived by any director before or after the date and time of the meeting.  Such waiver must be in writing, must be signed by the director, and must be delivered to the Corporation for inclusion in the minutes or filing with the corporate records.  The attendance of a director at a meeting of the Board shall constitute a waiver of notice of such 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 convened.  It shall not be required that notices provide the purpose or specify the business to be transacted.

Section 3.6            Quorum.

A quorum of the Board consists of a majority of the total number of directors.  Except as otherwise required by law or by the Charter, if a quorum is present when a vote is taken, the affirmative vote of a majority of directors present at the meeting is the act of the Board.

Section 3.7            Action by Directors Without a Meeting.

Any action required or permitted to be taken at a Board meeting may be taken without a meeting if one or more written consents, setting forth the action so taken, are delivered by all directors to the Corporation’s principal place of business, to the Corporation’s registered office, or to such other place as prescribed by the Board.  A director may withdraw such consent only by delivering a written notice to the Corporation as provided above prior to the time when all consents have been delivered to the Corporation.  Any such action taken shall be effective when all consents have been delivered to the Corporation, unless the consent specifies a later effective date.  The transmission by Electronic Transmission (as hereinafter defined) of consents to, copies and signature pages of, and/or signatures to, as applicable, any action by written consent shall constitute effective consents to and/or execution and delivery of, as applicable, that action by written consent, and such Electronically Transmitted consents, copies, signature pages and/or signatures, as applicable, may be used in lieu of the originals for all intents and purposes.  For purposes of this Section 3.7, the term “Electronic Transmission” means any form of communication not directly involving the physical transmission of paper that creates a record that may be retained, retrieved and reviewed by a recipient of the communication and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 3.8            Telephone Meetings.

Any director may participate in a meeting of the Board by means of communication by which all persons participating in the meeting can hear each other during the meeting.  A director participating in a meeting by this means is deemed to be present in person at the meeting.

Section 3.9            Vacancies.

Any vacancy occurring on the Board for any reason, including an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors.  If the directors in office constitute less than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

Section 3.10        Removal.

Any director may be removed, with or without cause, at a special meeting of the Board called for that purpose, by a vote of the majority of all of the directors.

Section 3.11        Conduct of Meetings.

Meetings of the Board shall be presided over by the President or, in the absence of the President, by a director chosen at the meeting.  The Secretary shall act as secretary of the meeting, but in the absence of the Secretary, the person presiding at the meeting may appoint any person to act as secretary of the meeting.

Section 3.12        Compensation.

Directors shall not receive compensation, but may be reimbursed for expenses related to serving as a director upon the written approval of a majority of all of the directors.

Section 3.13        Presumption of Assent.

A director of the Corporation who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless: (i) the director objects at the beginning of the meeting, or promptly upon the director’s arrival, to holding the meeting or transacting business at the meeting; (ii) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) the director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before the adjournment of the meeting or to the Corporation within a reasonable time after adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

Section 3.14        Affirmative Duty to Disclose.

In discharging Board or committee duties, a director must disclose, or cause to be disclosed, to the other Board or committee members information not already known by the other Board or committee members but known by the director to be material to the discharge of the Board’s or committee’s decision-making or oversight functions; provided, however, that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed by law, a legally enforceable obligation or confidentiality, or a professional ethics rule.

Article 4
COMMITTEES

Section 4.1            Appointment.

The Board, by resolution adopted by a majority of the members of the Board, may establish standing committees, special committees or task groups as it deems necessary or desirable.  Each committee shall have one or more members, who serve at the pleasure of the Board.  The creation of any committee and the delegation to it of authority shall not operate to relieve the Board, or any member of the Board, of any responsibility imposed by law.  Committee membership shall not be limited to the Board; however, the membership of each committee shall include at least one member of the Board.

Section 4.2            Authority of Executive Committee.

If the Board appoints an executive committee, the executive committee shall have and may exercise all of the authority of the Board when the Board is not in session, except as set forth in Section 4.3 herein.

Section 4.3            Limits on Authority of Committees.

No committee, including the executive committee, may do any of the following:

A.                Authorize or approve dissolution of the Corporation;
B.                 Fill vacancies on the Board or on any of its committees;
C.                 Amend the Charter; or
D.                Adopt, amend, or repeal bylaws.

Section 4.4            Resignation and Removal.

Any member of a committee may be removed at any time, with or without cause, by resolution adopted by a majority of the members of the Board. Any member of a committee may resign from the committee at any time by giving written notice to the Board, the President or the Secretary of the Corporation, and unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.5            Vacancies.

Any vacancy on a committee may be filled by a resolution adopted by a majority of the members of the Board.

Section 4.6            Dissolution.

The Board, in its sole discretion by resolution adopted by a majority of the members of the Board, may dissolve any committee or group established by the Board.

Article 5
OFFICERS

Section 5.1            Number.

The Board shall appoint a President, a Secretary and a Treasurer.  The Board, in its discretion, may also appoint such other officers and assistant officers as the Board shall from time to time deem appropriate, including one or more Vice Presidents.  Any two or more offices may be held by the same person except that the offices of President and Secretary may not be held by the same person.

Section 5.2            Appointment and Term of Office.

The officers of the Corporation shall be appointed by the Board.  Each of the President and the Treasurer shall hold office for a term of two years and until a successor has been duly appointed and qualified.  Each of the Secretary and any Vice President shall hold office for a term of one year and until a successor has been duly appointed and qualified.

Section 5.3            Removal.

Any officer or agent appointed by the Board may be removed by the Board at any time with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 5.4            Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board.

Section 5.5            President.

Unless otherwise determined by the Board, the President shall be the Chief Executive Officer of the Corporation.  If an officer other than the President is designated as the Chief Executive Officer, the President shall perform such duties as may from time to time be assigned by the Board.  The President shall manage the day-to-day operations of the Corporation, and shall see that all resolutions and directions of the Board are carried into effect.  The President shall report on the activities and the financial condition of the Corporation at each annual meeting of the members.

Section 5.6            Vice Presidents.

In the absence of the President or in the event of the President’s death, inability or refusal to act, the Vice President (or in the event there is more than one Vice President, the Vice Presidents in the order designated at the time of their appointment, or in the absence of any designation then in the order of their appointment) 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, and shall perform such other duties as from time to time may be assigned to the Vice President by the President or by the Board.

Section 5.7            Secretary.

The Secretary shall: (a) prepare the minutes of the Board meetings and keep them in one or more books provided for that purpose; (b) authenticate such records of the Corporation as shall from time to time be required; (c) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (d) be custodian of the corporate records; and (e) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or the Board.

Section 5.8            Treasurer.

The Treasurer shall have custody of the Corporation’s funds and securities, keep full and accurate account of receipts and disbursements and deposit or cause the deposit of all funds in the name of and to the credit of the Corporation in such financial institutions as may be designated by the Board.  The Treasurer shall require disbursement of the Corporation’s funds as directed by the Board and shall render to the President and the Board, at any time they may require, an accounting of the Treasurer’s transactions as Treasurer and of the Corporation’s financial condition.  The Treasurer shall report on the activities and the financial condition of the Corporation at each annual meeting of the members.

Section 5.9            Delegation of Authority.

The Board may from time to time delegate the powers of any officer to any other officer or agent, notwithstanding any provision hereof.

Section 5.10        Affirmative Duty to Disclose.

Officers must inform superiors or the Board about information concerning the Corporation that is material to the superiors or the Board.  Officers must also inform superiors or the Board about material violations of the law that have occurred or are likely to occur.

Article 6
CONTRACTS, LOANS, CHECKS, DEPOSITS

Section 6.1            Contracts.

The Board 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.

A director or officer of the Corporation shall not be disqualified by the director’s office from dealing or contracting with the Corporation either as a vendor, purchaser, or otherwise.  The fact that any director or officer, or any firm of which any director or officer of the Corporation is an owner, member, officer or director, is in any way interested in any transaction of the Corporation shall not make such transaction void or voidable, or require such director or officer of the Corporation to account to the Corporation for any profits therefrom, provided that: (a) the material facts of such transaction and the director’s interest are disclosed to or known by the Board or committee of the Board at the time that the Board or committee authorizes, ratifies, or approves the transaction; or (b) the transaction is fair to the Corporation.

Section 6.2            Loans.

No loans shall be made, or accepted, on behalf of the Corporation, and no evidences of indebtedness shall be issued in the Corporation’s name, unless authorized in advance by a resolution of the Board.  Such authority may be general or confined to specific instances.

Section 6.3            Checks, Drafts, Notes.

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.

Section 6.4            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 may select.

Article 7
CONDUCT; NO LIABILITY; INDEMNIFICATION

 

Section 7.1      Standards of Conduct.

A director or an officer of the Corporation 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 Corporation.

 

Section 7.2      Reliance on Third Parties.

In discharging his or her duties, a director or 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 employees of the Corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented;

 

(b)        Legal counsel, public accountants, or other persons as to matters the director or officer reasonably believes are within the person’s professional or expert competence; or

 

(c)        With respect to a director, a committee of the Board of which the director is not a member, as to matters within its jurisdiction, if the director or officer reasonably believes the committee merits confidence.

 

Section 7.3      Bad Faith. A director or officer is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by this Article unwarranted.

 

Section 7.4      No Liability.

A director or an officer is not liable for any action taken, or any failure to take action, as a director or 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 §48-58-601 of the Act.  No repeal or modification of the provisions of this Section 7.4, either directly or by the adoption of a provision inconsistent with the provisions of this Section 7.4, 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 7.5      No director or officer shall be deemed to be a trustee with respect to the Corporation or with respect to any property held or administered by the Corporation, including, without limitation, property that may be subject to restrictions imposed by a donor or transferor of such property.

 

Section 7.6      Prohibition on Loans.

No loans or guarantees shall be made by the Corporation to its directors or officers.  Any director who assents to or participated in the making of such a loan or guarantee shall be liable to the Corporation of the full amount of such loan or guarantee until the repayment or release thereof.

 

Section 7.7      Indemnification.

The Corporation shall indemnify to the fullest extent permitted by the Act any person who has been made, or is threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit, or proceeding by or in the right of the Corporation), by reason of the fact that the person is or was a director or an officer of the Corporation.

Article 8
AMENDMENTS

Except as prescribed by law or by the Charter, and except as set forth below, any of these bylaws may be amended, altered or repealed and new bylaws adopted by a majority vote of the directors at any regular or special meeting.  With the exception of the indemnification and exculpation provisions (except (i) as limited by the Internal Revenue Code of 1986, as amended (the “Code”) for maintenance of tax-exempt status under Section 501(a) of the Code as more particularly described in Section 501(c)(4) of the Code or (ii) for the avoidance of intermediate sanctions under Section 4958 or penalties under Section 4965 or any similar section of the Code), no director, officer or third party shall have a vested interest in any provision of the Charter or these Bylaws.

Article 9
MISCELLANEOUS

Section 9.1            Fiscal Year.

The fiscal year of the Corporation shall commence on July 1 and terminate on June 30.

Section 9.2            Reliance Upon Books and Records.

A member of the Board or a member of any committee designated by the Board shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers, employees, agents, committee, or by any other person as to matters the member reasonably believes are within such other person’s or persons’ professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 9.3            Severability.

If any provision of these Bylaws shall be held to be invalid, illegal, unenforceable, or in conflict with the Charter or the Act, then such provision shall nonetheless be enforced to the maximum extent possible consistent with such holding and the remaining provisions of these bylaws (including without limitation, all portions of any section of these bylaws containing any such provision held to be invalid, illegal, unenforceable or in conflict with the Charter, that are not themselves invalid, illegal, unenforceable, or in conflict with the Charter shall remain in full force and effect.

*****
In my capacity as the Secretary of the Corporation,  hereby certify that the foregoing is a true and correct copy of the Corporation’s Bylaws as adopted by the Board on __________ __, 2017.

 

 

___________________, Corporate Secretary

 

 

Tullahoma Art Center — Bylaws-1

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