BY-LAWS
AS AMENDED SEPTEMBER 1993
ARTICLE 1
MEETING OF MEMBERS
1.1 Annual Meeting. The annual meeting of the members shall be held at such time and place, either within or without this State, as may be designated from time to time by the directors.
1.2 Special Meetings. Special meetings of the members may be called by the President, a majority of the Board of Directors, or by not less than one-tenth (1/10) of all the members entitled to vote at such meeting. The place of said meetings shall be the principal office of the corporation unless otherwise designated by the Directors.
1.3 Notice of Shareholder Meeting. 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, Secretary, officer, or person calling the meeting to each member entitled to vote at the meeting. If mailed, such notice shall be delivered not less than ten (10) or more than sixty (60) days before the date of the meeting, and shall be deemed to be delivered when deposited in the United States mail addressed to the member at his address as it appears on the books of the corporation, with postage thereon prepaid. If delivered personally, such notice shall be delivered not less than five (5) or more than sixty (60) days before the date of the meeting, and shall be deemed delivered when actually received by the member. The person giving such notice shall certify that the notice required by this paragraph has been given.
1.4 Quorum Requirements. One third (1/3) of the association membership shall constitute a quorum for the transaction of business. A meeting may be adjourned despite the absence of a quorum, and notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. When a quorum is present at any meeting, a majority in interest of the members there represented shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the Charter, these By-Laws, or by the laws of Tennessee, a larger or different vote is required, in which case, such express provision shall govern the decision of such question.
1.5 Voting and Proxies. Each individual member shall be entitled to one vote and each family membership shall be entitled to two votes. Every member entitled to vote at a meeting may do so either in person or by written proxy, which proxy shall be filed by the Secretary of the meeting before being voted. Such proxy shall entitle the holders thereof to vote at any adjournment of such meeting, but shall not be valid after the final adjournment thereof. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless otherwise provided in the proxy.
ARTICLE II
BOARD OF DIRECTORS
2.1 Qualification and Election. Directors must be of legal age. They shall be elected by a plurality of the votes cast at the annual meeting of the members. The elected Directors shall serve two (2) year terms. Three shall be elected each year at the annual membership meeting. The President shall devise a plan to implement this article in the first year. Each Director shall hold office until the expiration of the term for which he is elected, and qualified.
2.2 Number. The number of Directors shall be fixed from time to time by the members, or by a majority of the entire Board of Directors, but shall never be less than the number required by law.
2.3 Meetings. The annual meeting of the Board of Directors shall be held prior to the annual meeting of the members, at which time the officers of the corporation shall be elected. The Board may also designate more frequent intervals for regular meetings. The Chairman of the Board, President, or any two (2) Directors may call special meetings at any time.
2.4 Notice of Director's Meetings. The annual and all regular Board meetings may be held without notice. Special meetings shall be held upon notice sent by any usual means of communication not less than three (3) days before the meeting.
2.5 Quorum and Vote. The presence of a majority of the Directors shall constitute a quorum for the transaction of business. A meeting may be adjourned despite the absence of a quorum, and notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed thirty (30) days in any one adjournment. The vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the vote of a greater number is required by the Charter, these By-Laws, or by the laws of Tennessee.
2.6 Executive and Other Committees. The Board of Directors, by a resolution adopted by a majority of its members, may designate an executive committee, consisting of two (2) or more persons, who may or may not be Directors, and may delegate to such committee or committees any and all such authority as it deems desirable, including the right to delegate to an executive committee the power to exercise all the authority of the Board of Directors in the management of the affairs and property of the corporation.
2.7 Eligibility for Officers and Directors. Only Association members whose dues are paid may be officers or Directors.
2.8 Constitution of the Board of Directors. The Board of Directors shall consist of President, Vice-President, Treasurer, Secretary, Rowing Chair, Adaptive Rowing Chair, employed Manager/Coach (if any), and six (6) elected Directors.
ARTICLE III
OFFICERS
3.1 Number. The corporation shall have a President and a Secretary, and such other officers, as the Board of Directors shall from time to time deem necessary. The same person, except the offices of President and Secretary, may hold any two (2) or more offices.
3.2 Election and Term. The Board prior to the annual meeting shall elect the officers. Each officer shall serve until the expiration of the term for which he is elected, and thereafter until his successor has been elected and qualified.
3.3 Duties. All officers shall have such authority and perform such duties in the management of the corporation as are normally incident to their offices and as the Board of Directors may from time to time provide.
3.4 Number. The officers shall be President, Vice-President, Treasurer, and Secretary.
3.5 Requirements. The officers shall be elected from among members of the association. (Also see #2.7).
3.6 President's Term. The President shall serve for one (1) year and thereafter until his successor has been elected.
ARTICLE IV
RESIGNATIONS. REMOVALS AND VACANCIES
4.1 Resignations. Any officer or Director may resign at any time by giving written notice to the Chairman of the Board, the president or the Secretary. Any such resignation shall take effect at the time specified therein, or, if no time is specified, then upon its acceptance by the Board of Directors.
4.2 Removal of Officers. The Board may remove any officer or agent whenever in its best judgment the best interests of the corporation will be served thereby.
4.3 Removal of Directors. Any or all of the Directors may be removed either with or without cause by a proper vote of the members; and may be removed with cause by a majority vote of the entire Board.
4.4 Cause for Removal of Directors. Directors will be removed from the Board after two (2) unexcused absences from announced meetings during one (1) year or term of office.
4.5 Vacancies. Newly created directorships resulting from an increase in the number of Directors, and vacancies occurring in any office or directorship for any reason, including removal of an officer or Director, may be filled by the vote of a majority of the Directors then in office, even if less than a quorum exists.
ARTICLE V
MEMBERSHIP
5.1 Certificates. Every member shall be entitled to a certificate or certificates of membership of the corporation in such form as may be prescribed by the Board of Directors. Unless otherwise decided by the Board, the President and Secretary of the corporation shall sign such certificates.
5.2 Membership Fees. Every person of legal age, whether a resident of this state or not, may become a member upon payment of an annual membership fee as established by the Board of Directors from time to time. The Board of Directors without notice may drop any member who has not paid their annual fee.
5.3 Loss of Certificates. In the case of the loss, mutilation, or destruction of a certificate, a duplicate certificate may be issued upon such terms as the Board of Directors shall prescribe.
ARTICLE VI
ACTION BY CONSENT
Whenever the members or Directors are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all the persons or entities entitled to vote thereon.
ARTICLE VII
AMENDMENT OF BY-LAWS
These By-Laws may be amended, added to or repealed either by: (1) a majority vote of the members represented at any duly constituted membership meeting, or (2) a majority vote of the entire Board of Directors. Any change in the By-Laws made by the Board of Directors, however, may be amended or repealed by the members.