Bylaws of the Chattanooga bar foundation


BYLAWS OF

CHATTANOOGA BAR FOUNDATION

(A Tennessee Nonprofit Corporation) 

ARTICLE 1) - NAME AND OFFICE

a)          Name .  The name of the corporation is CHATTANOOGA BAR FOUNDATION.

b)          Principal Office . The principal office of the corporation in the State of Tennessee shall be located at The Pioneer Building, Suite 420, 801 Broad Street, Chattanooga, Hamilton County, or at such other place as shall be designated by the Board.

c)          Registered Office .  The registered office of the corporation is the same as the principal office. 

ARTICLE 2) - PURPOSES

The purposes of this corporation shall be as provided in its Charter. 

ARTICLE 3) - NO MEMBERS

            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 without the necessity of any prior action by the Board that would have otherwise been required by law for such action if there were members entitled to vote on such action.

ARTICLE 4) - BOARD OF DIRECTORS

a)          General Powers .  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. The Board of Directors shall exercise in the name of and on behalf of the corporation all of the rights and privileges legally exercisable by the corporation as a corporate entity, except as may otherwise be provided by law, the Charter, or these Bylaws.

b)          Limited Personal 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(b)(3) of the Tennessee Code Annotated.

c)          Annual Meetings .  An annual meeting of the Board of Directors shall be held on the fourth 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 or at such other time as the Board may designate, the date to be determined by the President, the Secretary-Treasurer or by the Board. The purpose of the annual meeting shall be to elect Officers and to transact such other business as may properly be brought before the meeting.

d)          Special Meetings .  Special meetings of the Board may be called by the President, the Secretary-Treasurer, or by any two (2) Directors.

e)          Place of Meetings .  Board meetings shall be held at the principal office of the corporation, or at any other place, within or without the State of Tennessee, as the Directors may from time to time select or at any place designated in the notice of a meeting.

f)          Notice of Meetings .  Written, printed or electronic notice stating the place, day and hour of the meeting of the Board of Directors shall be delivered either personally or by mail by or at the direction of the President, the Secretary-Treasurer or the person or persons calling the meeting, to each Director. Such notice shall be delivered not less than two (2) days, 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 personally, when actually received by the Director.

g)          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.

h)          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.

i)           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 except in instances where these Bylaws require the affirmative vote of a majority of the entire Board.

j)           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 he objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at the meeting, or unless his dissent or abstention thereto is entered in the minutes of the meeting, or unless he submits his written dissent to the person acting as the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment.   Such rights to dissent shall not apply to a Director who voted in favor of such action.

k)          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 action of the Board.

l)           Telephone Meeting Allowed .  Participation by members of the Board or any Committee designated by the Board in any regular or special meeting of the Board or Committee by means of conference telephone or any other means of communication by which all persons participating in the meeting can simultaneously hear each other shall be permitted. Participation in such a meeting pursuant to this Paragraph 4.12 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.

ARTICLE 5) - OFFICERS

a)          Titles of Officers .  The corporation shall have a President, a Vice President, and a Secretary-Treasurer.

b)          Election and Appointment .  All Officers shall be elected or appointed at the annual meeting of the Board or at any special meeting of the Board.

c)          Term of Office .  The President shall be elected for a term of two (2) years. No President may serve in such office for more than one (1) term. All other Officers of the corporation shall be elected or appointed for terms of one (1) year, and are eligible for reelection for one (1) additional one (1) year term. 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.

d)          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, including:

            5.4.1    President .  The President shall, when present, preside at all meetings of the Board of Directors. The President shall be the principal executive Officer of the corporation and shall in general perform all of the duties, and have all of the authority, specified in such Position Description as the Board of Directors may adopt from time to time. The President shall preside at all meetings and special meetings at which he or she is present. The President shall encourage the Directors of the corporation, as well as other volunteers, to use their energies and abilities to advance the purposes of the corporation.

            5.4.2    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 all duties incident to the office of Vice President of corporations not for profit 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.

            5.4.3    Secretary-Treasurer .  The Secretary-Treasurer 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 Bylaws or as required by law; be custodian of the corporate records; keep a register of the post office address of each member of the Board of Directors, which address shall be furnished to the Secretary-Treasurer by each Director; and in general perform all duties incident to the office of a Secretary of corporations not for profit 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.

The Secretary-Treasurer shall also communicate with the Executive Director, Officers and Board of Governors of the Chattanooga Bar Association relative to the status and all related matters of the corporation’s funds, which are held by the Chattanooga Bar Association for the benefit of the corporation and subject to the restrictions on disbursement imposed by these Bylaws. Finally, the Secretary-Treasurer shall perform such other duties as are incident to the office of a Treasurer of corporations not for profit and all other duties that may from time to time be assigned to him or her by the President or the Board of Directors.

ARTICLE 6) - COMMITTEES

a)          Generally .  The Board, by resolution adopted by a majority of the entire Board, may designate Committees, consisting of one (1) or more persons, who may or may not be Directors, and may delegate to such Committee or Committees all such authority of the Board that it deems desirable to the extent permitted by law.   The Committee shall report any action taken to the meeting of the Board next following the taking of such action, unless the Board otherwise requires. The Board may designate one (1) or more Directors as alternate members of any such Committee, who may replace any absent member or members at any meeting of the Committee. Each such Committee, and each member of each such Committee, shall serve at the pleasure of the Board. The designation of any such Committee and the delegation thereto of authority shall not relieve any Director of any responsibility imposed by law. So far as applicable, the provisions of law relating to the conduct of meetings of the Board shall govern meetings of the Committees.

            b)          Bar Fellows Committee .  The Bar Fellows Committee shall be a permanent committee of the corporation to oversee the receipt, investment, transfer, exchange and expenditure of the funds and securities collected by and on behalf of the Bar Fellows Committee (the "Chattanooga Bar Fellows Fund").   The Bar Fellows Committee may adopt rules and operating procedures to govern its affairs, provided that such rules and operating procedures shall be consistent with applicable law.  Specifically, among other matters, the Bar Fellows Committee shall have exclusive discretion relative to the expenditure and administration of the Chattanooga Bar Fellows Fund, in accordance with the committee’s rules and operating procedures. The initial members of the Bar Fellows Committee shall be the existing "Fellows" of the Chattanooga Bar Foundation.  Additional Committee members may be added from time to time based on criteria established by the Bar Fellows Committee.  Committee members will have the exclusive authority to elect officers of the Committee.  This Paragraph 6.2 may not be amended without the approval of 80% of the directors of the corporation.

ARTICLE 7) - INDEMNIFICATION

To the maximum extent permitted by the provisions of T.C.A. § 48-58-501 et seq., 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 48-58-504 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.

 ARTICLE 8) - MISCELLANEOUS

a)          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.

            b)          Investments, Contracts and Bank Accounts .  Subject to the rights, restrictions and duties granted in these Bylaws, 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, notices, 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. Notwithstanding anything to the contrary in this paragraph or these Bylaws, the rights and powers of the corporation with respect to the Chattanooga Bar Fellows Fund have been delegated to the Bar Fellows Committee as set forth in Paragraph 6.2.

c)          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.

d)          Bond .  At the designation of the Board of Directors, any Officer or employee of the corporation shall be bonded. The expense of furnishing any such bond shall be paid by the corporation.

ARTICLE 9) - AMENDMENTS

Except as otherwise set forth in these Bylaws, 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.