The Corporation may have such offices, either within or without the State of Tennessee, as the Board may designate or as the business of the Corporation may require from time to time.
The corporation shall have members who shall be approved by the Board for membership. All Officers, members of the Board, and general members shall have full voting privileges.
2.2 Admission as Members
The terms and conditions of membership shall be established by the Board. Any person approved by the Board shall become an active member of the Corporation, with full voting privileges.
2.3 Dues and Assessments
Each active member shall pay annual dues in the amount set by the Board.
Annual dues are hereby waived for honorary lifetime members.
Membership dues must be kept current. Members whose dues fall into a one year arrearage may be terminated from active membership.
2.4 Termination of Membership
The Board shall have the power to suspend and to terminate memberships for good cause and shall give the members not less than fifteen (15) days written notice of termination or suspension. Members may request a hearing or review which shall be granted before suspension.
2.5 Transfer of Membership
With consent of the Board, a member may transfer his or her membership to another person who shall have been invited to become a member by the Board upon the newly selected members paying all fees and charges required for membership.
2.6 Rights and Privileges
Members shall have all rights and privileges of participating in the operations of the corporation, the right to become a Volunteer, to represent the corporation, to solicit contributions, to participate in committees and special projects, to come under any Treasury Department, State Department, Government License or to do any other acts as provided by Resolutions of the Board
MEETING OF MEMBERS
3.1 Annual Meeting
An annual meeting of the members shall be held on such date and at such place as may be determined by the Board for the communication of research and the transaction of business. The business to be transacted at such meeting shall include:
- Report of the President regarding operations;
- Report of Treasurer regarding financial condition;
- Reports of Committees; and
- Any other business as shall be brought before the members by the Board or by any member.
3.2 Special Meetings
The Board may call special meetings from time to time.
3.3 Place of Meetings
The Board shall designate the place of the annual meeting and if no place is fixed it shall be the principal office of the Corporation.
3.4 Notice of Meeting; Waiver
(a) Notice. Notice to the date, time, and place of each annual and special meeting of members and, in the case of a special meeting, a description of the purpose or purposes for which the meeting is called, shall be given no fewer than ten (10) days nor more than two (2) months before the date of the meeting. Such notice shall comply with the requirements of Article XIII of these Bylaws.
(b)Waiver. A member may waive any notice required by law, the Charter or these Bylaws before or after the date and time stated in such notice. Except as provided in the next sentence, the waiver must be in writing, signed by the member entitled to the notice, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. A member's attendance at a meeting: (1) waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting; and (2) waives objective to consideration of a particular matter at the meeting that is not within the purpose or purposesdescribed in the meeting notice, unless the member objects to considering the matter when it is presented.
3.5 Record Date.
All members of record on the day of the meeting are entitled to attend.
3.6 Members List
The Corporation shall maintain a members list which shall be available to all members and as required by the Tennessee Business Corporation Act.
3.7 Presiding Officers and Secretary.
The President shall preside and the Executive Secretary shall record the proceedings.
The Corporation shall employ volunteers to transact its business. Volunteers shall be members and shall be approved as the Board may resolve. Volunteers are employees, agents, or attorneys of the Corporation who shall not be paid for their services. The Corporation shall accept as contributions all goods, services, and expenses contributed and incurred by volunteers in carrying out the Corporation's business so long as they are approved by the Board before the volunteer incurs expenses or contributes goods and services. The Board may elect to have one, more than one, or no volunteers as the needs of the Corporation dictate.
4.2 Duties and Terminations
Volunteers shall be employed by the Corporation as the Board may direct. The Board may terminate or suspend volunteers as in the case of members.
The Board may create standing committees distinguished from the Board, consisting of one or more members of the Corporation as determined by the Board. The Board may delegate powers of the board to one or more committees. All committees serve at the pleasure of the Board and shall be created and terminated by a majority vote of the Board. No such committee shall:
- authorize distributions;
- fill vacancies on the Board or any of the committees; or
- adopt, amend, or repeal these bylaws.
All such committees and their members shall govern by the same statutory requirements regarding meetings, notice and waiver of notice, quorum and voting requirements as are applicable to the Board and its members.
The Officers of the Corporation shall be a President, an Executive Secretary, Editor of the newsletter, two (2) Treasurers (United States and Europe), the Editors of the COV&R publications, and the AAR Liaison Officer.
6.2 Election and Term of Service
The President shall be elected for a two-year term and may succeed himself or herself only once during any period of continuous tenure. The Executive Secretary shall be elected for a three-year term. Such term is renewable without limit upon the approval of the voting members. The Editor of the newsletter shall be elected for a three-year term. Such term is renewable without limit upon the approval of the voting members. The Treasurers shall be elected for a three-year term. Such term is renewable without limit upon the approval of the voting members. The AAR Officer will be elected for a three-year term. Such term is renewable without limit upon the approval of the voting members. Additional offices will be created at the direction of the Board as needed.
6.3 Resignation and Removal
An officer may resign at any time by delivering notice to the Corporation. Such resignation is effective when such notice is delivered unless such notice specifies a later effective date. An officer's resignation does not affect the Corporation's contract rights, if any, with the officer.
Any vacancy in an office from any cause may be for the unexpired portion of the term by the Board.
(a) President. The President shall be the presiding officer of the Corporation. shall be his duty to make an annual report to the Corporation and to propose to the Board any other committee for the administrative work of the Corporation.
Executive Secretary. The Secretary shall be the principal executive officer of the Corporation. It shall be his duty to conduct the activities of the Corporation in consultation with the President and the Board; to conduct the correspondence of the Corporation; to notify members of each annual meeting and other meetings; to transmit to them the program of the meeting at least two (2) weeks in advance; to preserve an accurate roll of the members; to present nominations for membership in the Corporation to the Board; to make an annual report on the condition of the Corporation; and to perform other such duties as the Board may direct.
(b) Editors. The Editors shall receive manuscripts and consult concerning their publication with members of the Board as the Editors consider appropriate or necessary. The Editors shall edit and prepare for printing all manuscripts selected for publication. If it seems useful or necessary, editorial boards may eventually be established upon recommendation of the Editors and with the approval of the Board.
(c) Treasurers. The Treasurers shall have the custody of the Corporation's funds and securities, shall keep or cause to be kept a full and accurate account of receipts and disbursements in books belonging to the Corporation, and shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by Board. The Treasurers shall disburse or cause to be disbursed the funds of the Corporation as required in the ordinary course of business or as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render the to Board at regular meetings, or whenever it may require it, an account of all transactions as Treasurer and the financial condition of the Corporation. The Treasurers shall perform such other duties as may be incident of the office or as prescribed from time to time by the Board. The Treasurers shall give the Corporation a bond, if required by the Board, in a sum and with one or more sureties satisfactory to the Board for the faithful performance of the duties of the office and for the restoration to the Corporation in case of the Treasurer's death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the Treasurer's possession or under the Treasurer's control belonging to the Corporation.
(f) AAR Officer. The AAR Officer is in charge of planning the COV&R sessions that are held at the annual meeting of the AAR. The officer is the liaison between COV&R and AAR and so the officer handles all matters pertaining to that relationship. The officer makes an annual report at both the Board meeting and the Business meeting.
(g) Other Officers. The Corporation may add to the number of offices as situations require and change the terms of office as reflection on experience leads the offices and members to deem appropriate.
(h) Delegation of Duties. In case of the absence or disability of any officer of the Corporation or of any person authorized to act in such officer's place, the Board may from time to time delegate the powers and duties of such officer to any officer or any other person whom it may select, during such period of absence of disability.
BOARD OF DIRECTORS
7.1 Powers and Duties
All corporate powers shall be exercised by or under the authority of and the business and affairs of the Corporation managed by and under the Board members. It shall be the duty the Board to approve active members; to receive nominations for lifetime honorary members; to recommend to the Corporation the Editors; to establish editorial policy for publications of the Corporation; to fix the times and places for meeting; and generally to supervise the activities of the Corporation. All policy touching the conduct of the activities of the Corporation shall be subject to the review and approval of the Board.
7.2 Composition of the Board
The Board shall consist of the President, the officers, and eleven other members.
A limited number of honorary lifetime members may be elected. The honorary Board members shall not have a vote but shall be entitled to consult on any matter.
7.3 Number and Term
The President, the officers, and the eleven other members shall serve as members of the Board in a manner consistent with the provisions of these offices as outlined in Article 6.2. The additional eleven members of the Board shall be elected for a term of three (3) years. These members may succeed themselves only once in any period of continuous tenure.
*Note: The term of office for the President is two (2) years while for all other officers and Board members the tenure of office is three (3) years, with the exception of the AAR officer.
7.4 Meetings; Notice
The Board may hold annual regular and special meetings either within or without the State of Tennessee. Unless the charter otherwise provides, the Board may permit any or all Board members to participate in a regular or special meeting by, or conduct the meeting through use of, any means of communication by which all Board members participating may simultaneously hear each other during the meeting. A Board member participating in a meeting by this means is deemed to be present in person at the meeting.
(a) Annual and Regular Meetings. Unless the Charter otherwise provides, the annual meeting of the Directors shall be held immediately preceding or following the annual meeting of members and regular meetings of the Board may be held without notice of the date, time, place, or purpose of the meeting.
(b) Special Meetings. Special meetings of the Board may be called by the President and the Executive Secretary. Unless the Charter otherwise provides, special meetings must be preceded by at least two (2) days notice of the date, time, place, and purpose of such meeting. Such notice shall comply with the requirements of Article XIII of these Bylaws.
(c) Adjourned Meetings. 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 one month in any one adjournment.
(d) Waiver of Notice. A Board member may waive any required notice before or after the date and time stated in the notice. Except as provided in the next sentence, the waiver must be in writing, signed by the Board member and filed with the minutes or corporate records. A member's attendance at or participation in a meeting waives any required notice to such member of such meeting unless the director at the beginning of the meeting (or promptly upon arrival) object to holding the meeting or transacting business at the meeting and does not (hereafter vote for or assent to action taken at the meeting.
Unless the Charter requires a greater number, a quorum of the Board consists of a majority of the number of Board members if the Corporation has a fixed board size or a majority of the number of Board members prescribed, or if no number is prescribed, the number in office immediately before the meeting begins, if the Corporation has a variable range board.
If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the at of the Board, unless the Charter or these Bylaws require the vote of a greater number of Board members. A Board member who is present at a meeting of the Board when corporate action is taken is deemed to have assented to such action unless:
(i) such member objects at the beginning of the meeting (or promptly upon his arrival) to holding the meeting or transacting business at the meeting;
(ii) such member dissent or abstention from the action taken is entered in the minutes of the meeting; or
(iii) such member delivers written notice of such member dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment or to the Corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
7.7 Action Without Meeting.
Unless the Charter otherwise provides, any action required or permitted by the Act to be taken at a Board meeting may be taken without a meeting. If all Board members consent to taking such action without a meeting, the affirmative vote of the number of Board members that would be necessary to authorize or take such action at a meeting is the act of the Board. Such action must be evidenced by one or more written consents describing the action taken, at least one of which is signed by each Board member, indicating the Board member’s vote or abstention on the action, which consents shall be included in the minutes or filed with the corporate records reflecting the action the minutes or filed with the corporate records reflecting the action taken. Action taken by consent is effective when the last Board member signs the consent, unless the consent specifies a different effective date.
Officers, Members of the Board, and members of any committee created by the Board of Directors shall be entitled to such reasonable compensation for their services as such and members of such committee as shall be fixed from time to time by the board, and shall also be entitled to reimbursement for any reasonable expenses incurred in attending meetings of the Board or of any such committee meetings. Any Officer or Board member receiving such compensation shall not be barred from serving the Corporation in any other capacity and receiving reasonable compensation for such other services.
A Board member may resign at any time by delivering written notice to the Board, the President, or to the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
Unless the Charter otherwise provides, if a vacancy occurs on the Board, including a vacancy resulting form an increase in the number of Board members or a vacancy resulting from the removal of a Board member, either the members or the Board may fill such vacancy. If the Board members remaining in office constitute fewer than a quorum of the Board, they may fill such vacancy by the affirmative vote of a majority of all Board members remaining in office. If the vacant office was held by a member elected by an organization or other constituted body or by a voting group of members, only such organization, body, or voting group shall be entitled to vote to fill the vacancy if it is filled by the shareholders.
7.11 Removal of Directors.
(a) By Members. The general members may remove one or more Board members elected by them with cause. If a director is elected or appointed by an organization or other constituted body or by a voting group of members, only such organization, body or voting group may participate in the vote to remove such member without cause. If cumulative voting is authorized, a Board member may not be removed if the number of votes sufficient to elect such Board member under cumulative voting is voted against such Board member's removal. If cumulative voting is not authorized, a Board member may be removed only if the number of votes cast to remove such member exceeds the number of votes cast not to remove such member.
(b) By Directors. If so provided by the Charter, any of the Board members may be removed for cause by the affirmative vote of a majority of the entire Board.
(c) General. A Board member may be removed by the Board only at a meeting called for the purpose of removing such member, and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of Board members.
A change in the by-laws of the Corporation may be made at any annual meeting, upon recommendation of the Board or motion of a member, by a two-thirds vote of the members present and voting.
The Corporation may engage in all lobbying activities necessary to accomplish the purpose and allowed by Federal and State Law for Not-For-Profit Corporations including attempts to influence legislation.
9.2 Partisan Political Activities
The Corporation shall not participate in any manner in any partisan political campaign on behalf of or in opposition of any candidate for public office. This prohibition shall not extend to Officers, Board Members, Members, and Volunteers who act solely in a private capacity and not as a representative or spokesman for the Corporation.
Unless otherwise required by the Board, the President, Executive Secretary, or the Treasurer shall execute contracts or other instruments on behalf of or in the name of the Corporation. The Board may from time to time authorize any other officer, assistant officer, or agent to enter into any contract or execute any instrument in the name of and on behalf of the Corporation as it may deem appropriate, and such authority may be general or confined to specific instances.
No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the President, the Executive Secretary, or the Board. Such authority may be general or confined to specific instances.
10.3 Checks, Drafts, etc.
Unless otherwise required by the Board, all checks, drafts, bills of exchange, and other negotiable instruments of the Corporation shall be signed by either the President, the Executive Secretary, the Treasurer or such other officer, assistant officer or agent of the Corporation as may be authorized so to do by the Board. Such authority may be general or confined to specific business, and, if so directed by the Board, the signatures of two or more such officers may be required.
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 authorize.
10.5 Voting Securities Held by the Corporation.
Unless otherwise required by the Board, the President shall have full power and authority on behalf of the Corporation to attend any meeting of security holders, or to take action on written consent as a security holder, of other Corporations in which the Corporation may hold securities. In connection therewith, the President shall posses and may exercise any and all rights and powers incident to the ownership of such securities which the Corporation possesses. The Board may, from time to time, confer like powers upon any other person or persons.
The fiscal year of the Corporation shall be determined by the Board, and in the absence of such determination, shall be the calendar year.
The Corporation shall have a corporate seal to affix to Membership Certificates and other official corporate documents.
Unless otherwise provided for in these Bylaws or the Act, any notice required shall be in writing except that oral notice is effective if it is reasonable under the circumstances and not prohibited by the Charter or these Bylaws. Notice may be communicated in person, by telephone, telegraph, teletype, or other form of wire or wireless communication, or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television or other form of public broadcast communication. Written notice to a domestic or foreign corporation authorized to transact business in Tennessee may be addressed to its registered agent at its registered office or to the corporation or its secretary as its principle office as shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for the certificate of authority.
Written notice to members, if in a comprehensible form, is effective when mailed, if mailed postpaid and correctly addressed to the member's address shown in the Corporation's current record of members. Except as provided above, written notice, if in a comprehensible form, is effective at the earliest of the following: (a) when received; (b) five (5) days after its deposit in the Untied States mail, if mailed correctly addressed and with first class postage affixed thereon; (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or (d) twenty (20) days after its deposit in the United States mail, as evidenced by the postmark if mailed correctly addressed, and with other than first class, registered, or certified postage affixed. Oral notice is effective when communicated in a comprehensive manner.
These By-Laws were approved at the Business Meeting held in Freising, Germany on July 24th, 2014.