BY-LAWS OF THE
ADOPTED SEPTEMBER 14, 1993
ARTICLE I - NAME
incorporated under the laws of the State of Tennessee, shall be known as Parkers
Crossroads Battlefield Association, hereinafter called “Corporation.”
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 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
Commerce Tourism Committee chairman, Executive Director of the Southwest
Southwest Tennessee and Chairman of Tourism Association, Editor of
Progress. The Board may appoint such other persons to serve as
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
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 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
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
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
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 –
ARTICLE VIII –
There shall be held an annual meeting of the entire voting membership
Corporation. The Executive Committee shall establish the date and time of such
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 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
ARTICLE XII –
All meetings will use Roberts Rules of Order for the format.