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OAK RIDGE HERITAGE AND PRESERVATION ASSOCIATION
BY- LAWS
OCTOBER 7, 2002
ARTICLE I
NAME AND PRINCIPAL OFFICE
SECTION 1.01. NAME. The name of the corporation is Oak Ridge Heritage and
Preservation Association. ( ORHPA for short)
SECTION 1.02. PRINCIPAL OFFICE. The Corporation shall maintain its principal
office in Oak Ridge, Tennessee, County of Anderson.
ARTICLE II
NATURE OF CORPORATION
SECTION 2.01 NONPROFIT. The Corporation is not organized for percuniary gain or
profit, and no part of the income of the Corporation may inure to the benefit of
any individual, member, officer or board member except that reasonable
compensation may be paid for services rendered.
SECTION 2.02. CHARITABLE AND EDUCATIONAL PURPOSES. The Corporation is organized
to operate exclusively for charitable and educational purposes within the
meaning of Section "501(C)3" of the Internal Revenue Service Code (or the
corresponding provision of any subsequent or future Internal Revenue law). More
specifically the Corporation is to carry out and encourage, preservation,
protection, restoration, management and interpretation of the man-made historic
and cultural resources of Oak Ridge, the Manhattan Project, and associated
projects, program and sites, etc. This is for the education and benefit of
present and future generations.
ARTICLE III
MEMBERSHIP
SECTION 3.01. MEMBERSHIP. Membership in the Corporation shall be open to any
person or persons, organization, office or agency interested in supporting the
purposes of ORHPA.
SECTION 3.02. MEMBERSHIP CATEGORIES AND DUES. There shall be such membership
categories and accompanying dues as the Board of Directors shall from time to
time prescribe, always including individual, family and organizational
categories.
SECTION 3.03. VOTING. Each individual member shall have one vote. Each family
membership shall have two votes. Each organization, office or agency membership
shall have one vote to be cast by a duly selected delegate. The record date
(which is defined as the date membership dues are received in the corporate
office) for determining all members entitled to notice and/or to vote at any
annual or special membership meeting shall be 30 calendar days before the day of
the meeting.
SECTION 3.04. ANNUAL MEMBERSHIP MEETING. An annual meeting of the current
membership of The Oak Ridge Hertiage and Preservation Association will be held
in Oak Ridge in the fourth quarter each year. The annual meeting will be
preceded by at least thirty (30) days written notice to the entire membership.
SECTION 3.05 OTHER REGULAR MEETINGS. Other regular meetings of members may be
held as specified by the members at the annual meeting or by the Board of
Directors. Special meetings may be called by the President, Secretary, or the
Board of Directors or upon written application by twenty (20) members or ten
(10) percent of the membership.
SECTION 3.06. BUSINESS OF ANNUAL MEETING. The business of the annual meeting
will include the election of board of directors and such other business as may
be laid before the membership.
SECTION 3.07. QUORUM. Fifteen (15) members or ten (10) percent of eligible
voting members, whichever is less, present at a regular or annual meeting of the
Corporation, shall constitute a quorum.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 4.01. MANAGEMENT. Management and control of the corporation and of its
affairs shall be vested in the Board of Directors, herein sometimes referred to
as the "Board or Directors".
SECTION 4.02. MEMBERSHIP. The Board of Directors shall consist of no less than
seven (7) and no more than fifteen (15) current members of the Corporation. The
president of the board, vice-president, secretary, and treasurer shall be chosen
by and from among the active members of the Board of Directors.
SECTION 4.03. ELECTION OF DIRECTORS. The members of the Board of Directors shall
be elected at the annual membership meeting of the Corporation.
SECTION 4.04. VACANCIES. In the event of a vacancy in the Board of Directors,
the remaining Board members shall have the power to elect members to the Board
to fill such vacancy. Board members so elected shall serve only until the next
annual membership meeting, at which time they must be re-elected by the
membership to continue service.
SECTION 4.05. TERM OF OFFICE. Each director shall serve for a term of three(3)
years, or until a successor is selected. Terms shall be established so that
one-third of the directors may be elected each year. Terms of the office shall
be based on a calendar year. Directors shall serve for a term of three (3) years
and may succeed themselves for one (1) additional term. After two consecutive
terms (a total of six (6) continous years) a Director must go off the Board for
a period of one (1) year before he or she may be renominated. A two-thirds (
2/3) majority of the Board may vote to adjust one or more board member's terms
to less than three (3) years, solely for the purpose of achieving improved
balance among term expiration dates.
SECTION 4.06. REMOVAL. Failure to attend two (2) consecutive scheduled meetings
of the Board of Directors shall, except for good cause shown in writing to the
president, terminate the term of office of any director. Any director may be
removed from office with the affirmative vote of two-thirds (2/3) of the members
of the Board of Directors for nonfeasance, malfeasance or misfeasance, for
refusal to render reasonable assistance in carrying out the purposes of the
Corporation, or whenever in the judgement of the Board of Directors the best
interests of the Corporation would be served thereby. Any director proposed to
be removed shall be entitled to at least fifteen (15) days written notice of the
meeting of the Board at which such removal is to be voted upon and shall be
entitled to appear before and be heard by the Board at such meeting.
SECTION 4.07. QUORUM. A quorum shall be one third (1/3) or four (4) members,
whichever is greater, of the Board of Directors then sitting. The act of a
majority of directors present at the meeting at which a quorum is present shall
be the act of the Board of Directors. If a quorum is not prosent at a meeting,
the directors present may adjourn the meeting, without notice other than
announcement at the meeting, until a quorum is present.
SECTION 4.08. MEETINGS. The Board of Directors shall meet immediately following
the Annual Meeting of the Corporation and at least three (3) other times each
year. In addition, special meeting may be called by the president of the Board
or at the written request of at least one-half (1/2) of the members of the
Board, then sitting. Meetings, regular or special, may be held upon reasonable
notice to each director personally, or by mail, email, or telephone. Attendance
of a director at a meeting shall constitute waiver of notice of that meeting,
unless attendance is for the express purpose of objecting to the transaction of
business because the meeting has not been lawfully called or convened.
SECTION 4.09. ACTION TAKEN BY WRITING. Any action required to be taken by the
Board without a meeting shall be a valid corporate action provided approval in
writing setting forth the actions shall be signed by at least two-thirds (2/3)
of the Board of Directors, and such written approval is filed with the minutes
of proceedings of the Board.
SECTION 4.10. STAFF. The Board shall be empowered to employ and set forth the
duties of an executive director, who shall be responsible for day-to-day
operation of the Corporation. The executive director shall serve at the pleasure
of the Board. All other permanent professional staff positions will be approved
by the Board.
ARTICLE V
OFFICERS
SECTION 5.01. OFFICERS. The officers of the Corporation shall be a president,
vice-president, secretary, and treasurer, plus any other officers deemed
necessary by the Board. The officers shall be elected by and from the membership
of the Board for one (1) year terms. An officer may be elected to the same
office for three (3) consecutive years. An officer who completes such a three
(3) year term may be elected to the same office after a one year interim period.
This limitation also applies to the appointed members-at-large of the Executive
Committee.
SECTION 5.02. GENERAL POWERS. The Board of Directors shall constitute the
governing body of the corporation. The Board shall manage the business and
affairs of the Corporation. It shall have all powers necessary to carry out the
objectives of the corporation as set forth in Article II. The Board may accept,
on behalf of the Corporation, any contribution, bequest, or devise.
SECTION 5.03. DUTIES OF ELECTED OFFICERS.
A. PRESIDENT. The President shall preside at the annual membership meeting,
meetings of the Board of Directors and the Executive Committee. He/she shall be
an ex-officio member of all committees of the Board except the Nominating
Committee. The President, in consultation with the Board, recommends and
oversees implementation of such policies and precedures as required for the
operation of the Corporation. The President shall perform whatever duties the
Board of Directors may from time to time assign.
B. VICE-PRESIDENT. The Vice-President shall perform the duties and exercise the
powers of the President in the event of the President's absence or inability to
act and shall perform such other duties as may be assigned by the Board or the
Executive Committee.
C. SECRETARY. The Secretary shall keep minutes of all meetings of the
membership, the Board, the Executive Committee, and all other called meetings
and shall record the minutes of such meetings in a book to be kept for that
purpose. The Secretary shall give, or cause to be given, notice of all meetings
of the membership and the Board and shall perform other duties as assigned by
the President, Executive Committee or the Board.
D. TREASURER. The Treasurer shall have general charge of the financial affairs
of the Corporation, subject to review and approval by the President and the
Board. He/she shall prepare or cause to be prepared quarterly and annual
financial statements. The Treasurer shall assist the Board in the preparation of
an annual audit and shall also assist the staff and the Finance Committee in the
preparation of an annual budget. The budget shall be approved by the Board and
the Board shall supervise the expenditures under the approved budget. The
Treasurer shall make disbursements from the bank account(s) of the Corporation
as directed by the Board and/or pre-approved by the ratified budget or the
Executive Committee.
SECTION 5.04. VACANCIES OR REMOVAL. In the event the office of President becomes
vacant, the Vice-President shall become President for the remainder of the term.
In the event of vacancies in the office of the Vice-President, Secretary, or
Treasurer, the vacancies shall be filled by the Board of Directors for the
remainder of the vacant term.
ARTICLE VI
FINANCIAL MATTERS
SECTION 6.01. Funds of the Corporation shall be invested or expended in
conformity with the annual budget approved by the Board, or with the
authorization of the Board. All funds received, and not budgeted, shall be held
in a trust account authorized by the Board.
SECTION 6.02. The Corporation's fiscal year shall be the calendar year. The
financial ledgers of all transactions of the Corporation shall be balanced and
reviewed by the Treasurer at the close of each fiscal year. An audit shall be
conducted by an independent Certified Public Accountant selected by the Board at
the close of the fiscal year. The audit shall be presented to the Board of
Directors.
SECTION 6.03. The Executive Director and other employees, as determined by the
Board, shall be bonded. Board members who are authorized to handle financial
transactions of Oak Ridge Historical and Preservation Association shall also be
bonded
ARTICLE VII
COMMITTEES
SECTION 7.01. EXECUTIVE COMMITTEE. The Executive Committee shall consist of the
officers and two (2) other directors appointed by the President of the Board.
The Executive Committee shall have and may exercise the authority of the Board
in the management and affairs of the Corporation, except as limited by law and
except for election of officers and directors, and except in formulating
Corporation policy, which shall be the province of the Board. The Executive
Committee shall meet as often as necessary and shall make a report of its
actions to the Board by mail. A report of all actions for Board approval shall
be given to the Board at the next meeting.
SECTION 7.02. OTHER COMMITTEES. The President or the Board of Directors may
appoint other committees ( ad hoc), as deemed necessary, from among members of
the Board or the membership at large, to serve for whatever periods they may
seem fit. Delegation of the authority of the Board of Directors to any such
committees shall be as provided in such resolution. Included shall be a
nominating committee, as set forth in Section 8.01. The President will serve as
an ex-officio member of all committees except the nominating committee.
SECTION 7.03. STANDING COMMITTEES. Standing committees will be appointed by the
President of the Board. Conformation of appointments of committees and their
term of service, and duties shall be established by the Board. These may include
a Finance and Budget Committee, a Personnel Committee, Planning/ Development
Committee, Property/Archive Committee,and Nominating Committee. Chairpersons of
each committee may be Board members and shall report committee activity,
progress, status, etc., at each Board meeting.
ARTICLE VIII
NOMINATION OF DIRECTORS AND OFFICERS
SECTION 8.01. APPOINTMENT OF NOMINATING COMMITTEE. The President of the
Corporation shall annually appoint a nominating committee, consisting of three
(3) members of the Board and two (2) current members of the corporation, and
shall appoint a temporary chairperson. These appointments shall be approved by
the Board.
SECTION 8.02. NOMINATION OF DIRECTORS. All proposed nominees for Board
membership shall be submitted to the nominating committee in writing by October
30th of each year. The nominating committee shall meet as often as necessary to
properly consider the qualifications and expertise of each proposed nominee and
to assess each proposed nominee's understanding of board member's
responsibility. A descriptive slate of all persons proposed by the nominating
committee for election or re-election to the Board shall be sent to the members
of the Corporation at least 30 days before the annual meeting in December. Any
nominations from the floor shall be considered in opposition to the nominating
committee's slate of proposed officers.
SECTION 8.03. NOMINATION OF OFFICERS. There will be a Board of Directors meeting
immediately following the annual membership meeting. The Board shall elect or
re-elect, as permitted by the by-laws, officers selected from current or new
Board members.
SECTION 8.04. VACANCIES. Where a vacancy in a board office occurs during the
year the Nominating Committee shall, at the next Board meeting, nominate
individuals to fill that vacancy. The Board shall then elect the replacement
officer to fill the remainder of the term.
ARTICLE IX
AMENDMENT OF BYLAWS
SECTION 9.01. PROPOSED AMENDMENTS. Proposals to amend these by-laws must be
approved by a majority of the directors in office at the time the amendment is
adopted. Written notice must be provided for any Board meeting at which a by-law
change will be considered, and must contain a clear statement of the respect in
which the by-laws are proposed to be made, amended or repealed. Action to amend
by-laws may also be taken by submitting the changes to the Board for review and
ratification by writing.
ARTICLE X
STATEMENT OF NONDISCRIMINATION
SECTION 10.01. The Corporation shall not discriminate against any person in the
hiring of personnel, election of board members, provision of service to the
public, the contracting for or purchasing of services or in any other way, on
the basis of race, color, sex, national origin, handicapping condition, age, or
any other basis prohibited by law. This policy against discrimination includes,
but is not limited to, a commitment to full compliance with Title VI of the
Civil Rights Act of 1964; Section 504 of the Rehabilitation Act of 1973, and the
Age Discrimination Act of 1975, and any subsequent amendments to these statutes.
ARTICLE XI
DISSOLUTION OF THE CORPORATION
SECTION 11.01 DISSOLUTION. Upon the termination or dissolution of the
Corporation in any manner or for any reason, its assets, if any, remaining after
payment or provision for payment of all liabilities of the Corporation shall be
distributed to, and only to, one or more organizations described in Section 501
(C)3 of the U.S. Internal Revenue Code which is duly organized for public,
charitable, or educational, tax-exempt purposes similar to those of Oak Ridge
Historical Preservation Association.
ARTICLE XII
PARLIAMENTARY PROCEDURES
SECTION 12.01 Robert's Rules of Order shall be the parliamentary authority for
all matters of procedure not specifically covered by these bylaws.
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