Tennessee Vals Bylaws

Bylaws of the Tennessee Vals

A copy of the Bylaws of the Tennessee Vals will be available for download shortly. The current revision was approved at the August 13, 2005 general meeting.

*** The ByLaws are currently under review by the Board ***

ARTICLE I: NAME AND LOCATION

Section 1. Name

The name of this corporation shall be “Tennessee Vals”.

Section 2. Meetings and Locations

The organizational meeting shall be held within thirty days after the filing of the Charter with the Tennessee Department of State. The principal location of the organizational meeting, annual meetings, and general meetings shall be in Nashville, Tennessee, at a place designated by the Board of Directors of the corporation. The Board of Directors may at any time change the location of the general meetings from one location to another, within Nashville. General meetings are held in private, safe surroundings. The dates, times, and locations of general meetings will be disclosed to the membership by means the Board of Directors deems appropriate.

ARTICLE II: MISSION AND PURPOSE STATEMENT

Section 1. Mission

The Tennessee Vals (?corporation?) is a nonprofit, non-political, educational, social, and support organization founded and designed to educate and support persons regarding transgender issues, without prejudice, regarding sexual orientation, sexual identity, or gender identity. The Tennessee Vals helps educate and support those dealing with personal issues and concerns related to sexual identity and/or gender identity, both by those defined as transgender and those in relationships with transgender persons. The Tennessee Vals also serves the interests of the transgender community in the Nashville area in educating the public and promoting a positive public image about transgender persons.

Section 2. Nonprofit Corporation

The corporation shall be organized and operated as a public benefit, nonprofit corporation under the provisions of the Tennessee Nonprofit Corporation Code, Title 48, Chapters 51 through 68.

Section 3. General Purposes

The Tennessee Vals shall:

(a) Strive to conceive, develop, and present; as a service to our community; programs, speakers, printed materials, media contact, and online resources; for and about the transgender community;

(b) Provide private, safe meeting spaces, telephone information services, and educational and social service activities;

Section 4. Charitable Purposes

The corporation is a voluntary association of individuals. The purposes of the corporation, which are set forth in the Charter and these Bylaws, are exclusively charitable and educational, within the meaning of Section 501(c)(3) of the Internal Revenue Code. In furtherance of such purposes, the corporation shall have full power and authority:

To solicit, accept, and receive contributions, gifts, grants, and bequests of real and/or personal property to support activities of the corporation;
To hold, invest, and expend such funds and properties received for such purposes;
To perform all other acts necessary and/or incidental to the above.
To do whatever is deemed necessary, useful, advisable, and/or conductive, directly or indirectly, to carry out any of the purposes of the corporation, as set forth in the Charter and these Bylaws, including the exercise of all other power and provisions of the Tennessee Nonprofit Corporation Act (within, and subject to, the limitations of Section 501(c)(3) of the Internal Revenue Code).

Section 5. Dissolution

Upon dissolution of the corporation, any and all assets of the corporation shall be distributed to other nonprofit, charitable organizations designed to educate and support persons regarding transgender issues.

ARTICLE III: MEMBERSHIP

Section 1

Corporate membership (a.k.a. ?membership? and/or ?general membership?) is open to all individuals eighteen (18) years of age or older, and those under eighteen (18) years of age, if accompanied by a parent, guardian, professional counselor, or therapist; who are transgender (including, but not limited to, those who consider themselves and/or have been diagnosed as transgender, transsexual, transvestite, cross dressing, intersex, and/or androgynous); who are in relationships with transgender persons; and/or who are service providers to the transgender community, such as medical professionals or attorneys.

Section 2

The membership year runs from January 1 to December 31. Dues are to be set annually by the Board of Directors. Dues paid after October 1 will be pro-rated for the following membership year.

Section 3

If an individual has a demonstrated financial hardship, the membership fee for that individual may be reduced or waived, on an annual basis, by a majority vote of the Board of Directors.

Section 4

Any member may voluntarily withdraw from the Tennessee Vals at any time, upon written notice to the Board of Directors. Dues are not refundable.

Section 5

The Board of Directors has the authority to revoke the membership, by majority vote, of anyone who breaches the confidentiality of another member, or whose behavior and/or actions result in any criminal and/or civil liability against the Tennessee Vals and/or members of the Tennessee Vals.

ARTICLE IV: BOARD OF DIRECTORS

Section 1. Responsibilities

The Board of Directors shall have the responsibility for the general supervision, control, and direction of the affairs of the corporation; and shall have the authority to hire and supervise staff, both paid and unpaid. The Board of Directors shall determine the policies of the corporation, actively pursue the purposes of the corporation, and have discretion to disburse the funds of the corporation. The Board of Directors shall set any advertising rates for the newsletter and/or the website.

Section 2. Board Membership

The Board of Directors shall consist of eight (8) Directors elected by the corporate members in good standing of the Tennessee Vals at the April election meeting. The Board shall attempt to ensure that members have opportunities to serve on all necessary committees. The domestic partner of a Director shall not be prohibited from participating in the capacity of committee member or volunteer.

Section 3. Election of the Board of Directors and Terms of Office

Elections for the Board of Directors shall be held at each April general meeting of the corporate members. Nominations for membership to the Board of Directors shall be presented to the Board of Directors by any corporate member in good standing. All nominations must be presented at or before the April election meeting.
(a) Any corporate member in good standing may be accepted for nomination as a Director.

(b) In the event of a tie vote, the two nominees with the most votes will immediately have a runoff vote. If a tie vote involves only two nominees (be it the initial vote or a runoff vote), the seven (7) other Directors (the eighth being the office in question), who are serving at the moment of the tie vote (some or all of whom may have just been elected themselves), shall decide the election by simple majority vote of those Directors present. In the event a tie still remains, the deciding vote shall be cast by the highest ranking current Director present, in the following order: Chair, Vice Chair, Secretary, Treasurer, Membership Director, Events Director, Publications Director, or Website Director.

(c) All nominations for Treasurer, Publications Director, and Website Director must be submitted by the March meeting of the Board of Directors. Nominees will be interviewed and approved during the March meeting of the Board of Directors. The candidates must possess the knowledge, skills, and commitment to handle the duties of these positions.

(d) The existing Board of Directors may, if necessary, appoint, approve, or retain the Publications Director by a two-thirds (2/3) vote without general membership approval in order to maintain the efficient operation, integrity, and uninterrupted corporate communications with the membership during transition of the Board of Directors. The Board-appointed Publications Director may run subsequent terms if approved by the new Board of Directors.

(e) Nominees elected to the Board of Directors will be notified of their election at the April election meeting. The existing Directors will turn over all necessary records, including, but not limited to, bank records, corporate check book, keys, office equipment, supplies, electronic passwords, the current membership list, resource contacts, and any other relevant information to the newly elected Directors at the April election meeting. The terms of all Directors shall be for one (1) year and run from the April meeting of the Board of Directors through the April Board elections the following year. Directors may serve more than one term, if so elected by the general membership. No member who has served nine (9) consecutive full one (1) year terms shall be eligible for re-election until at least one year has elapsed following the completion of the last term.

(f) The Board of Directors shall meet once a month, outside of the general meetings, to conduct the operating business of the organization. All meetings of the Board of Directors are open to all corporate members, and the date, time, and location of each meeting of the Board of Directors is to be announced to the general membership at each preceding general meeting. A quorum of the Board of Directors is defined as a majority of the Directors, and is necessary to conduct business. Meetings of the Board of Directors may be conducted informally, but should be done so within the format of Robert’s Rules of Order.

(g) Any Director may resign at any time by informing the Board Chair in writing of intent to resign. If the Board Chair chooses to resign, intent should be stated in writing to the Director holding the office of Secretary. A Director does not forfeit corporate membership by resigning from the Board of Directors.

Section 4. Position Vacancies

In the event that any Director position becomes vacant prior to the end of said Director?s term in office, the Board of Directors may appoint, by majority vote of the Board of Directors, another corporate member to serve in the position for the duration of the term. In the event that the Board Chair becomes vacant, the Vice Chair shall assume the role of Board Chair with approval of the Board of Directors. The Vice Chair must be qualified to assume all duties of the Board Chair.

Section 5. Removal

(a) Any Director shall be subject to removal by a two-thirds (2/3) vote of the Board of Directors at any time, for any gross violation of the Bylaws, breach of confidentiality, misuse of the mailing list, unauthorized personal use of organization funds, intentional misrepresentation of policy, and/or any conduct resulting in liability against the Tennessee Vals. Any Director may also be removed if absent from three (3) meetings of the Board of Directors or from three (3) general meetings, during said Director?s term in office. The said Director shall be notified by mail.

(b) The removal of a Director will be made by a two-thirds (2/3) vote of the remaining Directors, no sooner than one month after charges against such Director have been filed with the Board of Directors. The accused Director has the right to present her case before the Board of Directors prior to the vote for removal of said Director.

Section 6. Compensation

(a) No Director of the Corporation shall receive, directly or indirectly, any salary or other compensation for serving as a Director or in any other capacity, unless authorized by the concurring vote of a majority of all Directors or by the concurring disinterested Directors. However, nothing contained herein shall be construed to prevent any Director from serving the corporation in any other capacity and receiving reasonable compensation for services rendered in furtherance of the purposes and functions of the corporation.

(b) Directors may receive reimbursement for official expenditures from the Treasurer with proper receipt and approval. Prior approval shall be obtained for any non-urgent expenditure.

Section 7. Meetings of the Board of Directors

(a) All meetings of the Board of Directors are closed to the public and to the media, unless specifically invited. The Board of Directors shall call at least one (1) meeting per month, to be publicized at the preceding monthly general meeting. Monthly meetings of the Board of Directors are open to any corporate member in good standing.

(b) Special Meetings
Special meetings of the Board of Directors may be called by the Chair of the Board of Directors, or, in her absence or inability to act, by the Vice Chair, or upon the written request of three (3) members of the Board of Directors to the Board Chair. The agendas for special meetings shall be limited to specific subjects.

(c) Quorum
At all meetings of the Board of Directors, a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

Section 8. Director Liability

Pursuant to and consistent with the requirements of Tennessee law, no Director shall be liable for any act or omission of any other Director or of any agent, employee, attorney, auditor, accountant, or administrator selected by the Board of Directors with reasonable care; nor shall any Director be liable for any obligation incurred by the Board of Directors acting as such, or for her own act or omission, unless such act or omission was with intent to defraud. No Director shall be liable for any act or omission by that Director based upon any paper, document, date, or information believed by said Director to be genuine and accurate and to have been made, executed, and delivered by proper parties thereto; nor shall any Director be liable for any act or omission (by said Director) concerning which she relied upon the opinion of legal, actuarial, accounting, or other professional counsel. If any Director is named as a defendant in any civil action brought against her because of any act or omission of herself or of the Board of Directors for which such Director is not liable as herein provided, the corporation shall indemnify and save such Director harmless for and from (a) all cost and expenses incurred by such Director in the defense of such action, including but not limited to court costs and reasonable attorney fees, and (b) the amount of any judgment rendered against her pursuant to said action.

Section 9. Directors and Officers

(a) The corporation shall not have officers who are not also Directors. Each Director shall serve as an officer and hold a specific title and function, all eight (8) of which are described below. While any routine vacancies exist, the Chair shall delegate to the remaining Directors those duties of the vacant positions. If there are not enough corporate members available or willing to serve as Directors (the Board usually consists of eight (8) individual Directors), the existing Directors may assume the responsibilities of multiple officers, as delegated by the Chair, except that the offices/duties of Chair (President) and Secretary may not be held/assumed by the same individual. At no time should there ever be fewer than three (3) individuals serving on the Board of Directors.

(b) Chair: The Chair presides over the meetings of the Board of Directors, works with the Secretary regarding the handling of correspondence and outreach and education efforts. The Chair is the Director primarily responsible for the completion and filing of all corporate documents. The Chair of the Board of Directors acts as, and may also be referred to as, the ?President,? ?Chief Executive Officer,? and ?Chief Compliance Officer? of the corporation.

(c) Vice Chair: The Vice Chair presides over the meetings of the Board of Directors in the event of the Chair?s absence or vacancy, and is responsible for coordinating advertising for the newsletter and website. The Vice Chair may also assume or assist with any of the Chair?s normal responsibilities, as delegated by the Chair. The Vice Chair of the Board of Directors acts as, and may also be referred to as, the ?Vice President? and the ?Chief Operations Officer? of the corporation.

(d) Secretary: The Secretary takes minutes at meetings of the Board of Directors, works with the Chair to handle correspondence and outreach and education efforts, and works with the Publications Director on preparing the newsletter.

(e) Treasurer: The Treasurer handles general financial matters, maintains corporate financial accounts, files any required annual tax forms with the Internal Revenue Service, works with Membership Director on monitoring paid memberships, and works with the Publications Director on establishing newsletter advertising rates. The Treasurer shall provide monthly financial statements to the Board of Directors and annual financial statements to the general membership at the end of each calendar year. Candidates for Treasurer must be approved during the March meeting of the Board of Directors. The Treasurer acts as, and may also be referred to as, the ?Chief Financial Officer? of the corporation.

(f) Membership Director: The Membership Director receives and responds to all new inquiries for information, maintains accurate lists of paid members, works with Treasurer on monitoring paid memberships, and works with Publications Director in order to ensure that each paid member receives a newsletter.

(g) Events Director: The Events Director coordinates and supervises all scheduled events at the general meetings. The Events Director also coordinates events outside of the general meetings, along with other Directors.

(h) Publications Director: The Publications Director prepares the newsletter on a timely basis with the assistance of the Secretary, works with Treasurer to establish newsletter advertising rates, and works with the Vice Chair and the Secretary to ensure that advertisements are appropriately included in the newsletter.

(i) Website Director: The Website Director shall be responsible for the design, maintenance, and daily operation of the official Tennessee Vals website. The Website Director shall work with the Vice Chair and the Secretary to ensure that advertisements are appropriately included on the website, and to assist with Internet-based outreach and education efforts. The Website Director acts as, and may also be referred to as, the ?Webmistress? or ?Webmaster.?

Section 10. Website

The website is the property of the Tennessee Vals. Therefore, each Director on the Board of Directors must have constant access to the website?s various administrator accounts, including all log-in URLs, administrator user names, and passwords, at all times. Administrator passwords must be changed upon any changes in the personnel of the Board of Directors. No Director or Directors may change any of the website passwords without the consent of the majority of the Board of Directors, and such consent must be obtained at an official meeting of the Board of Directors. All material changes to the content of the website must be approved by the Board of Directors.

Section 11. Committees

Committees may be formed by Directors, as needed. Directors shall appoint corporate members in good standing to fill committee positions. All committees must be under the supervision of a Director.

ARTICLE V: AMENDMENTS TO THE BYLAWS

These Bylaws may be amended at any meeting of the Board of Directors where notice of intent to amend has been provided, and proposed changes have been circulated to the general membership at least thirty (30) days prior to consideration of said amendments. Any such amendment must be approved by two thirds (2/3) of the general membership in good standing and present at the general meeting.

ARTICLE VI: FISCAL YEAR

The fiscal year end of the corporation shall be at the end of each December.

ARTICLE VII: NON-DISCRIMINATORY PRACTICES

Section 1

Personnel activities shall be based solely on individual merit and fitness of applicants, employees, and volunteers related to the specific jobs, without regard to race, color, religion, gender (including transgender persons), age, appearance, national origin, economic background, physical or mental disability (provided that the disability does not impair the ability to perform the job), political affiliation, sexual orientation, or other non- meritorious factors.

Section 2

All activities, events, and services of the corporation shall be offered to all interested parties without regard to race, color religion, sex (including transsexual persons), gender (including transgender persons), age, national origin, physical or mental disability, political affiliation, sexual orientation, or other non-meritorious factors.

Revision 08/13/2005