Articles of Association
ARTICLES OF ASSOCIATION
TENNESSEE ASSOCIATION OF CONSERVATION DISTRICT
ARTICLE I
NAME
The name of this organization shall be the Tennessee Association of Conservation Districts.
The headquarters of the Association shall be the business address of the President or Acting President unless otherwise designated by the Board of Officers and Directors.
ARTICLE II
OBJECTS
Section 1
The objects of this Association shall be (1) To advance the programs of Soil Conservation Districts; (2) To promote the welfare of the people of Tennessee through the work of Soil Conservation Districts; (3) To foster and develop citizens participation and leadership in conservation and in the affairs of Soil Conservation Districts; (4) To encourage maximum cooperation among Soil Conservation districts and agencies of Local, State and Federal government in the development and conservation of renewable natural resources; (5) To extend and accept cooperation among Soil Conservation Districts and organizations, agencies, municipalities, institutions and individuals interested in resource development in Tennessee; (6) To promote an educational and informational program on soil and water conservation and watershed protection and flood prevention; (7) To encourage the exchange of information between, and promote cooperation of soil Conservation Districts; (8) To encourage effective organization and efficient management of soil Conservation districts; (9) To develop and recommend, in cooperation with appropriate state agencies, legislative proposals as needed.
ARTICLE III
MEMBERSHIP
Section 1 Classes of Members
The Association shall have two classes of members. These shall be:
(1) Voting Members – The qualifications and rights of these members shall be as follows: Each active Soil conservation District created under provisions of the Tennessee Soil Conservation Districts Act of 1939, as amended, is entitled to membership in the Association.
2 (2) Non-Voting Members – These shall consist of business firms, corporations, individuals, etc., and shall be considered as affiliate members.
Section 2 Voting Rights
Each Soil Conservation District Board of Supervisors shall have one vote in the actions of the Association. One supervisor of each Soil Conservation District shall be designated as the voting member. Designation of its voting member shall be made according to the procedure determined by each Soil Conservation Board.
Section 3 Termination of Membership
The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member for cause after an appropriate hearing, and by a majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership.
ARTICLE IV
BOARD OF OFFICERS AND DIRECTORS
Section 1 General Powers
A Board of Officers and Directors composed of the President, the Vice-President, the Secretary-Treasurer, the Council Member, the three Division Vice-Presidents, and the nine Directors of the Association shall direct the affairs of the Association. When a director is unable to attend a meeting of the Board of Officers and Directors, he shall name one of his Vice-Directors to attend for him, and the duly named Vice-Director shall exercise all rights and privileges of a Director. Officers, Directors and Vice-Directors must be members of the Association.
Section 2 Meetings
Meetings of the Board of Officers and Directors may be called by or at the request of the President, or by any two other members of the Board. The person or persons authorized to call meetings of the Board may fix any place, either within or without the State, as the place for holding any meeting of the Board called by them.
Section 3 Quorum
A majority of the Board of Officers and Directors shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than a majority of the Officers and Directors are present at said meeting, a majority of the Officers present may adjourn the meeting from time to time without any further notice.
Section 4 Manner of Acting
Any business transacted by a majority vote of the quorum of the Tennessee Association of Conservation Districts Board of Officers and Directors shall be legal and become an official act.
ARTICLE V
OFFICERS
Section 1 Officers
The Officers of the Association shall be a President, a Vice-President, a Secretary-Treasurer, a Council Member, and three Division Vice-Presidents for the East, Middle and West grand divisions of the State, respectively; and such other officers as may be elected by the Board of Officers and Directors.
Each immediate past president, who wishes to do so, shall serve as a voting delegate to the TACD Board of Directors until there is a new past president. In the event the immediate past president does not wish to serve in this capacity, the past president before him would serve---and then the next most immediate, etc.
All other past presidents shall serve as ex-officio members of the TACD Board of Directors without voting privileges.
Section 2 Election and Term of Office
The President, Vice-President and Secretary-Treasurer of the Association shall be elected by a majority of the voting members present at each Annual Meeting. Nominations for these offices shall be by a nominating committee consisting of the Council Member, the three Division Vice-Presidents and one voting member selected by each Division Vice-President. The Council Member shall serve as Chairman. Additional nominations from the floor will be in order. The President, Vice-President, and the Secretary-Treasurer shall take office at the close of the last session of the annual meeting at which they are elected and shall hold office until their successors have been duly elected and qualified. They may serve no more than five (5) full consecutive terms.
The Division Vice-President of the Association shall be elected by a majority of the voting members at each Summer Divisional Meeting. Nominations shall be by a nominating committee consisting of the three Directors from the respective TACD area and a voting member selected by each director. Additional nominations from the floor will be in order. All voting members from the division will vote on the election of the Division Vice-President. Each division Vice-President shall take office at the close of the summer divisional meeting at which they are elected and shall hold office until his successor has been duly elected and qualified. Divisional Vice-Presidents will serve a term of one year and not more that (5) five consecutive terms of one year each.
The Area Director shall be elected by a majority of the voting members present at their respective Area Fall Meetings. Nominations shall be by a nominating committee consisting of the Vice-Director from each sub-division and a voting member selected by each Vice Director. Additional nominations from the floor will be in order. All voting members from the area will vote on the election of the Director. Each Director shall take office at the close of the last session of the area fall meeting at which they are elected and each shall hold office until his successor has been duly elected and qualified. Initially, directors serve for one, two and three years, respectively, according to a schedule to be determined by the Board of Officers and 4 Directors. Thereafter, each Director will serve a term of three years and not more than two consecutive full terms of three years each.
Section 3 Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Officers and Directors for the un-expired portion of the term.
Section 4 President
The President shall be the principal executive officer of the Association and shall in general supervise and control all of the business and affairs of the Association. He shall preside at all meetings of the members and of the Board of Officers and Directors. He may sign with the Secretary or any other proper officer of the association authorized by the Board of Officers and Directors, any contracts, or other instruments which the Board of Officers and Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Officers and Directors to some officer or agent of the Association; and in general he shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Officers and Directors from time to time.
Section 5 Vice-President
In the absence of the President or in the event of his 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 restrictions upon the President. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Officers and Directors.
Section 6 Divisional Vice-Presidents
Each Division Vice-President shall be the principal executive officer for his division of the State. In consultation with the Board of Officers and Directors, he shall designate the time and place of the divisional summer meeting, formulate the program and preside at the meeting.
Section 7 Secretary-Treasurer
The Secretary-Treasurer shall keep the minutes of the meeting of the members and of the Board of Officers and Directors, see that all notices are duly given in accordance with the provisions of these bylaws and keep a register of the post office address of each member, which shall be furnished to the secretary by such member. He shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for moneys In the name of the Association in a bank protected by the Federal Deposit Insurance Corporation; and in general perform all the duties incident to the office of secretary-treasurer and such other duties as from time to time may be assigned to him by the President and Board of Directors.
ARTICLE VI
DIRECTORS AND VICE-DIRECTORS
Section 1 Areas of Representation
The three grand divisions of the state will conform to the county lines most nearly coinciding with the usually accepted physiographic boundaries of East Tennessee, Middle Tennessee and West Tennessee respectively. The grand division boundaries may be changed by a two-thirds vote of the Board of Officers and Directors.
Each division shall consist of sub-divisions as follows: East Tennessee, 6 sub-divisions. Middle Tennessee, 6 sub-divisions; and West Tennessee, 6 sub-divisions. The sub-division lines shall be initially determined by the Board of Officers and Directors, and may be adjusted by them as deemed desirable.
There shall be nine Director Areas, each consisting of two sub-divisions as designated by the Board of Officers and Directors.
Section 2 Election and Term of Office
One Vice-Director of the Association or an Area Secretary shall be elected at each fall area meeting by the voting members present.
Each Vice-Director and Area Secretary shall take office at the close of the last session of the fall area meeting at which they are elected and shall hold office until their respective successors have been duly elected and qualified. Initially, Vice-Directors shall serve for one, two and three years, respectively, according to a schedule to be determined by the Board of Officers and directors. Thereafter, each Vice-Director and the Area Secretary will serve a term of three years and not more than two consecutive full-terms of three years each.
ARTICLE VII
COUNCIL MEMBER
Section 1 Election and General Powers
A Council Member, to represent the Association in deliberations of the National Association of Soil Conservation districts, shall be elected by the Board of Officers and Directors at its first meeting following the Associations annual statewide convention and shall hold office until his respective successor has been duly elected and qualified. The Council Member shall attend all meetings and have the same vote as other members of the Board of Officers and Directors.
ARTICLE VIII
MEETINGS
Section1 Annual Statewide Meetings
An annual statewide meeting of the Association shall be held at the time and place designated by the Board of Officers and Directors. Each member shall be given at least 15 days notice of the time and place of the regular meeting. The voting Districts present at the annual statewide business session of the Association shall constitute a quorum for the transaction of business. Only those Soil Conservation Districts that have paid their annual membership dues for the preceding calendar year, prior to the business session of the annual statewide meeting shall be eligible to vote. A majority vote of the quorum shall make any act legal.
Section 2 Summer Divisional Meetings
A Divisional meeting of the Association shall be held annually in each of the three grand divisions of the State at a time and place designated by the concerned Division Vice-President in consultation with the Board of Officers and Directors. Each member in the concerned grand division of the State shall be given at least 15 days notice by the Division Vice-President of the time and place of the summer meeting. The Districts present at the grand divisional summer meeting of the Association shall constitute quorum, with each District having one vote. A majority vote of the quorum shall make any act legal for that grand division.
ARTICLE IX
WORKING COMMITTEES
Section 1
There shall be working committees of the Association, designated by the President and Board of Officers and Directors, on the basis of current needs. This shall be done each year at a meeting of the Board of Officers and Directors preceding the annual meeting. Members and a Chairman of each committee shall be selected by the President. The President shall notify each committee member as soon as possible of his selection, indicating who shall serve as Chairman, and shall provide the Chairman with a list of members of his committee. The President shall outline the functions and duties of the committees, as determined in consultation with the Board of Officers and Directors.
ARTICLE X
DUES
Section 1 Annual Dues
The board of Officers and Directors may determine from time to time the amount of annual dues payable to the Association.
Section 2 Payment of Dues
Dues shall be payable at the beginning of each calendar year and shall be delinquent after June 30 of each year.
ARTICLE XI
INCORPORATION
Section 1
The Association shall be a non-profit corporation and shall be chartered under the applicable laws of the State of Tennessee.
ARTICLE XII
PARLIMENTARY PROCEDURES
Section 1
Robert’s Rules of Order Revised shall govern this organization in all cases except where they would be in conflict with these Bylaws or the laws of the State of Tennessee.
ARTICLE XIII
BYLAWS AND AMENDMENTS
Section 1
Additional bylaws may be adopted and these Articles of Association may be amended after a written notice is provided to the voting membership not less than forty-five (45) days prior to any regular or special meeting of the Association and they must receive a two-thirds majority vote of all voting members present at any regular or special meeting of the Association.
The foregoing Articles of Association embody the Constitution and Bylaws of the Tennessee Association of Conservation Districts as drafted by the Committee on Constitution and Bylaws; as amended and approved by the Board of Officers and Directors on September 21, 1972; December 5, 1972; December 7, 1976; February 22, 1977; December 7, 1982; February 28, 1988; February 27, 1995; November 23, 1999; and as ratified by the Members of this Association in convention assembled February 28, 2000, at Chattanooga, TN.
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