OAK RIDGE ROWING ASSOCIATION, Inc. BY-LAWS

AS AMENDED December 2011

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 Chairman, 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 Association unless otherwise designated by the Directors.

1.3 Notice of Shareholder Meeting. Written, printed, or electronic 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, electronically, or by mail by or at the direction of the Chairman, Secretary, officer, or person calling the meeting to each member entitled to vote at the meeting. If mailed or delivered electronically, 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/her address as it appears on the books of the Association, 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, except during the annual meeting where a majority of members present may elect board members regardless of whether or not a quorum is present. 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, who is paid in full or has a payment plan with a current account on file with the Treasurer, shall be entitled to one vote. Every member entitled to vote at a meeting shall do so in person.

ARTICLE II

 

BOARD OF DIRECTORS

2.1 Qualification and Election. Directors must be eighteen (18) years of age or older. The elected Directors shall serve three (3) year terms. Three (3) shall be elected each year at the annual membership meeting. A Nominating Committee composed of members in good standing shall be appointed by the Board of Directors prior to each annual meeting. The number of members composing the Nominating Committee is within the discretion of the Board of Directors. The Nominating Committee shall present the names of three candidates for new Directorships to the Board of Directors. If approved by the Board of Directors, the three candidates shall be presented to the membership present at the annual meeting. At the annual meeting a single vote of the membership shall be taken to approve the slate of three candidates. A majority of members present at the annual meeting may approve or disapprove the slate of three candidates. If the membership approves the slate of three candidates, they will be installed as Directors at the end of the calendar year. If the membership disapproves the slate of three candidates, the Nominating Committee shall propose new candidates for the approval of the Board of Directors, as described above, within thirty (30) days of the annual meeting, and the membership will approve or disapprove this slate by a vote, the means of which is at the discretion of the Board of Directors, without the need for additional meetings of the membership. Each Director shall hold office until the expiration of the term for which he/she is elected and qualified.

2.2 Number. The number of Directors shall be nine (9).

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 Association shall be elected. The Board may also designate more frequent intervals for regular meetings. The Chairman of the Board, Chairman, or any two (2) Directors may call special meetings at any time.

2.4 Notice of Director's Meetings. Written, printed, or electronic 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, electronically or by mail by or at the direction of the Chairman, Secretary, officer, or person calling the meeting to each member entitled to vote at the meeting. If mailed or delivered electronically, 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/her address as it appears on the books of the Association, 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. Special meetings shall be held upon notice sent in the manner of regular meetings not less than three (3) days before the special meeting.

2.5 Quorum and Vote. The presence of a majority of the Directors shall constitute a quorum for the transaction of business. If a quorum is present at a meeting business may be conducted despite the loss of the quorum prior to adjournment. 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 the laws of Tennessee for a particular action.

2.6 Executive and Other Committees. The Board of Directors, by a resolution adopted by a majority of its members, may designate an executive or other 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 Association.

2.7 Eligibility for Officers and Directors. Only Association members whose dues are paid in full or have a payment plan with a current account on file with the Treasurer may be officers or Directors.

2.8 Powers of the Board. The Board of Directors shall have all such powers necessary to promote the sport of rowing, including, but not limited to, the ability to hire an Executive Director and other employees as needed, enter into contracts, and sue on behalf of the Association.

2.9 Conflicts of Interest. No Director shall seek a financial or personal interest in any proposed business or transaction of the Association unless such interest is fully disclosed and the Board approves such transaction. The interested Director shall abstain from such vote. Whenever any matter involving the financial or personal interest of a Director shall arise in deliberations or voting such Director shall disclose the nature and extent of such interest and shall be disqualified from participation in such deliberations or voting. No Director shall accept any gift, whether in the form of service, money, thing, favor, loan, or promise, that would not be offered or given if such person were not a Director. Failure to comply with this section will result in the disqualification of any Director(s) involved. As used in this section, “financial interest” means any interest which shall yield, directly or indirectly, a monetary or other material benefit to the Director or any person employing or retaining the services of the Director; “personal interest” means any interest arising from family or marriage relationships or from close business association whether or not any financial interest is involved. Nothing in this section shall be construed to preclude a Director from receiving reasonable compensation for service to the Club.

ARTICLE III

 

OFFICERS

3.1 Number. The Association shall have a Chairman, Vice-Chairman, Treasurer, and Secretary, and such other officers, as the Board of Directors shall from time to time deem necessary. The same person may hold any two (2) or more offices, except the Chairman.

3.2 Election and Term. The Board following the annual meeting shall elect the officers. Each officer shall serve until the expiration of the term for which he/she is elected, and thereafter until his/her successor has been elected and qualified.

3.3 Duties. All officers shall have such authority and perform such duties in the management of the Association as are normally incident to their offices and as the Board of Directors may from time to time provide.

3.4 Requirements. The officers shall be elected from among the Board of Directors.

3.5 Chairman's Term. The Chairman shall serve for one (1) year and thereafter until his/her 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 Chairman 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 Association 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. After a Director has more than two (2) absences from announced meetings during one (1) year of term of office he or she will be deemed a Director in absentia. The remaining Directors shall vote to determine whether the Director in absentia will remain on the Board or will be removed. After such vote, if the Director in absentia remains on the Board, he or she will be deemed to have no absences at that point in time. Directors may also be removed when it is in the best judgment of the Board and the best interests of the corporation will be served thereby.

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 Membership fees. Every person of legal age, upon board approval, 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 Treasurer may, at his discretion, create a payment plan for membership fees such that a person is entitled to the full benefits of membership. The Board of Directors without notice may drop any member who has not paid their annual fee or whose payment plan account is not current.

ARTICLE VI

 

ACTION BY CONSENT

6.1 Notational voting. Whenever the 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 Directors voting thereon. Such action and written consent may be taken electronically. Any action so taken shall be filed in the minutes of the next regular Board meeting.

ARTICLE VII

 

AMENDMENT OF BY-LAWS

7.1 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 where a quorum is present, or (2) a majority vote of the entire Board of Directors.