BY-LAWS OF THE
PARKERS CROSSROADS BATTLEFIELD ASSOCIATION

ADOPTED SEPTEMBER 14, 1993

ARTICLE I - NAME

This organization, incorporated under the laws of the State of Tennessee, shall be known as Parkers Crossroads Battlefield Association, hereinafter called “Corporation.”

ARTICLE II - PRINCIPAL OFFICE

The principal office of the corporations shall be located in Henderson County, Tennessee.

 ARTICLE III - PURPOSE

The purpose of the Corporation is to identify, preserve, maintain and recognize sites of Civil War battles, skirmishes, encampments, troop movements and other places having war-related significance located within Henderson County in order to protect and maintain a position of such county’s irreplaceable historical wealth for this and future generations.

ARTICLE IV - DIRECTORS

Section 1.  The business and management of the Corporation shall be conducted by a board of directors, hereinafter referred to as the “Board.”

Section 2.  Number and Terms of Board.  The Board of Directors shall consist of fifteen (15) members, hereinafter called directors.  Each director shall be elected for a three (3) year term, but the terms of the initial board shall be staggered so that five (5) directors are elected for terms of one (1) year, five (5) directors for terms of two (2) years, and five (5) directors for terms of three (3) years.  Thereafter, all directors shall be elected for full three (3) year terms.  The length of term of each initial director shall be designated prior to the election of such initial board.

Section 3.  Election of Directors.  Directors shall be elected by the voting membership of the Corporation at the annual general meeting.  The president may appoint a nominating committee to present a slate of proposed directors, but any member shall have the right to nominate a director from the floor.

Section 4.  Ex-Officio Directors.  The following officials shall serve as ex-officio members of the Board of Directors:  the immediate past president of the Corporation, if such president is not re-elected to the Board, the Mayor of the City of Parkers Crossroads, the County Executive of Henderson County, Henderson County Chamber of Commerce Tourism Committee chairman, Executive Director of the Southwest Tourism of Southwest Tennessee and Chairman of Tourism Association, Editor of the Lexington Progress.  The Board may appoint such other persons to serve as ex-officio directors as it deems necessary of desirable to further the purposes of the Corporation.  Ex-officio directors shall serve in an advisory capacity and shall have no vote with respect to the conduct of the business of the Corporation.
 

Section 5.  Action by Majority Vote.  The action of a majority of the Board of Directors present and voting at any meeting at which a quorum is present shall be deemed the action of the entire Board.

Section 6.  Quorum.  Eight (8) members of the Board of Directors of the Corporation shall constitute a quorum.

Section 7.  Officers.  Five (5) members of the Board shall be elected by the voting members of the Corporation to serve as president, vice-president, secretary, treasurer, and membership chairman of the Corporation.  Such officers shall serve a term of two (2) years, but any officer may be re-elected to serve additional or consecutive two (2) year terms.

Section 8.  Agents.  The Board of Directors shall have the power to appoint officers, attorneys, or any agent deemed appropriate for the proper transaction of the business of the Corporation.

Section 9.  Removal.  Any director whose activities are deemed to be inconsistent with the purposes and objectives of the Corporation or whose unauthorized conduct exposes the Corporation to liability or disrepute may be removed from the Board by a two-thirds (2/3) vote of the elected board members. Any director who, without good cause, misses more than three (3) consecutive regular or special Board meetings may be removed from the Board by a two-thirds (2/3) vote of the elected Board members.

Section 10.  Vacancies.  The Board of Directors shall have the power to fill any vacancy that may occur on such Board.  Any director so elected shall serve until the expiration of the term so vacated.

Section 11.  Compensation.  No officer or director shall receive any compensation for services to the Corporation.  Provided, however, an officer or director may be reimbursed for expenses incurred on behalf of the Corporation upon the approval of a majority of the remaining members of the Board of Directors.

ARTICLE V - OFFICERS

Section 1.  President.  The President shall be the chief executive officer of the Corporation. The president shall direct the general management of the affairs of the Corporation and see that all orders and resolutions of the Board of Directors are effectuated.  The president shall be an ex-officio member of all committees and shall have all the powers and duties of supervision and management usually vested in the president of an organization, including the duty to preside at all meetings.

Section 2.  Vice President.  The Vice President shall perform the duties and exercise the powers of the President during the absence or disability of the President or upon the request of the President.  The Vice President shall have such other powers and duties as may be assigned by the Board or the President.

Section 3.  Secretary.  The Secretary shall keep minutes of the meetings and proceedings of the Corporation, act as keeper of the corporate seal and may affix the seal to instruments where needed.  The Secretary shall give notice of meetings  and perform such other duties as are from time to time delegated
 to the Secretary by the Board or President.

Section 4.  Treasurer.  The Treasurer shall have custody of all funds belonging to the Corporation and keep accurate records of all receipts and disbursements.  The Treasurer shall deposit all funds in such depositories as the Board of Directors shall direct and shall render upon request of the President or Board of Directors an account of all transactions and a statement of the financial condition of the Corporation. The Treasurer may be required to post bond if the Board of Directors, by a majority
vote, considers it advisable.  It shall also be the duty of the Treasurer to file such tax returns as are required by law.

Section 5.  Membership Chairman.  The Membership Chairman will be responsible for collecting membership dues and for recruiting new members.

ARTICLE VI – EXECUTIVE COMMITTEE

Section 1.  Composition.  The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, and Membership Chairman. 

Section 2.  Authority, Meetings.  The Executive Committee shall have the authority to manage and conduct the business and property of the Corporation, except for duties and powers granted by these by-laws exclusively to the Board or the entire voting membership. It shall meet as often as necessary in the judgment of the President, and shall make full report of its actions at the next meeting of the Board of Directors.

ARTICLE VII – OTHER COMMITTEES 

Appointment, Terms.  There shall be such other committees as the President or Executive Committee shall deem proper, the Chairman and membership of which shall be named by the President.  A person appointed to a committee by the President shall serve on the committee for the term of the appointing President.  Provided, however, any member of a committee may be re-appointed to such committee by the new President or the re-elected appointing President and such member shall serve on the committee for the term of the President who re-appointed such member. 

ARTICLE VIII – MEMBERSHIP

Membership shall be open to all persons, corporate or natural, interested in the purposes and objectives of the Corporation. There shall be no discrimination on the basis of race, sex, religion, color, national or ethnic origin, age, or disability in its policies, or in the admission or access to membership, programs, or activities. Inquiries or complaints should be directed to the President of the Corporation.

A membership dues structure shall be established by the Board of Directors.  All members in good standing shall have voting rights, and each member shall be entitled to one (1) vote on each matter submitted to the membership for a vote. 

ARTICLE IX – MEETINGS

Section 1.  Annual Meeting.  There shall be held an annual meeting of the entire voting membership of the Corporation.  The Executive Committee shall establish the date and time of such meeting and shall give the voting membership at least thirty (30) days notice of the meeting.  At the annual Corporation meeting, the Officers and Committee Chairmen shall submit their reports, officers and/or at least five (5) directors shall be elected and any other business of the Corporation properly of concern to the membership shall be conducted.  Officers to be elected each even year for two year terms.

Section 2. 
Quorum.  The presence of fifteen (15) voting members, of which four (4) must be officers or members of the Board of Directors, shall constitute a quorum at any full membership meeting of the corporation. 

Section 3.  Directors Meetings.  The Board of Directors shall hold a minimum of four (4) regular meetings each year.  The President is empowered to call special meetings of the Board of Directors, and upon the written request of five (5) active members of the Board, a special meeting must be called.

Prior to every regular or special meeting of the Board of Directors, the Secretary shall cause to be provided to each Director a written agenda of all topics to be considered at such meeting. Any Director may cause any item or items to be included on the agenda by so notifying the Secretary, and such agenda shall be distributed at least eight (8) days prior to the meeting.  The Board shall confine its actions, resolutions and expressions of interest or intent only to those items appearing on the respective published agenda.

If two-thirds (2/3) of the elected Directors present decide recorded vote that an emergency exists and that an item not on the agenda should be considered at a Board meeting, such item shall be deemed to have been properly placed on the agenda for that meeting.

Notice of all regular Board meetings shall be given to all members of the Corporation.  Board meetings are open to all members of the Corporation.

Section 4.  Meetings of Committees, generally.  Once appointed, a majority of all the members of any committee may fix its rules of procedure, determine its actions, fix the time the committee meets and the place of its meetings, and specify what notice thereof, if any, shall be given.

ARTICLE X – EXECUTION OF INSTRUMENTS

Section 1.  Disbursements.  All Checks, drafts and orders for the payment of money in an amount greater than one thousand five hundred dollars ($1,500) shall be signed and countersigned in the name of the Corporation by such officers or agents as the members of the Board of Directors shall from time to time designate for that purpose.  Checks, drafts and orders for the payment of money in the amount of one thousand five hundred dollars ($1,500) or less may be signed by the Treasurer or another officer designated for such purpose by the members of the Board of Directors, without the countersignature of any other officer.

Section 2. 
Contracts.  When the execution of any contract, conveyance, or other instrument has been authorized by the Board of Directors, the President or Vice President and the Secretary may execute the same on behalf of the Corporation and may affix the corporate seal thereto.

ARTICLE XI – FISCAL YEAR

The Fiscal Year of the Corporation shall be from January 1 through December 31.

ARTICLE XII – AMENDMENTS

These by-laws may be amended, altered or repealed at any meeting of the Board of Directors by a two-thirds (2/3) vote of all the elected Directors or at any meeting of the entire membership by a two-thirds (2/3) vote of all voting members.

ARTICLE XIII – MEETING FORMAT

All meetings will use Roberts Rules of Order for the format.

NOTE:  The original by-laws were changed in November 1993 to reflect as typed above.   There were slight clarifications made at that time and approved by 2/3 vote of the membership.  SM

 

 

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