Bylaws of the CIM Patrons
at Middle Tennessee State University
A Tennessee Nonprofit Corporation
Last Updated 10/1/2015…
The principal office of the corporation shall be located in the City and State designated in the charter. The corporation may have any other offices as the business of the corporation may require from time to time.
No person shall be a member of the corporation unless that person has been designated in writing by the consent of the Board of Directors. The Board of Directors may from time to time establish criteria for the designation of members.
No member of the corporation may transfer a membership or any right arising therefrom.
A member may resign at any time.
2.04 Removal and Termination
A member may be removed and his or her membership terminated without cause at any time, upon the written approval of the Board of Directors.
VOTING MEMBERS’ MEETINGS
Unless otherwise designated by the Board of Directors, meetings of the members shall be held annually. Meetings shall be held at the corporation’s principal office, or such other location as may be designated by the Board of Directors.
3.02 Special Meetings
Special meetings of the voting members may be called from time to time by the written request of at least seventy-five percent of the voting members.
3.03 Notice of Meetings
Notice of any regular or special meeting of the voting members shall specify the purpose(s), place, date and hour of the meeting. Written notice of the meeting shall be given to each member of the corporation not less than 10 days before any such meeting.
The presence, in person or by proxy, of a majority of the members shall constitute a quorum of the members for all purposes, unless the presence of a larger number is required by law. If a quorum is not present at a meeting of members, a majority of the members present at the meeting may adjourn and immediately reconvene the meeting without further notice. At any such reconvened meeting, any business may be transacted that might have been transacted at the meeting as originally called.
BOARD OF DIRECTORS
The Board of Directors of the corporation shall consist of at least three persons.
4.02 Manner of Election
Directors shall be elected by the affirmative vote of a majority of the voting members at the annual meeting. The term of office for each Director shall be a three year term.
Any director may be removed with our without cause at any time by the affirmative vote of at least seventy-five percent of the voting members, and may be removed for cause by the unanimous vote of the other directors.
Any vacancy occurring in the Board of Directors by death, resignation, removal or otherwise shall be filled by a majority vote of the remaining directors at a special meeting which shall be called for that purpose within twenty days after the vacancy occurs. The successor thus chosen shall hold office for the unexpired term of the predecessor in office.
4.05 Duties and Powers
The Board of Directors shall have control and management of the affairs and business of the corporation. Subject to the limitations of the charter, these bylaws and the laws of the State of Tennessee concerning corporate action that must be authorized or approved by the members of the corporation, all corporate powers shall be exercised by or under the authority of the Board of Directors.
Without notice or call, the Board of Directors shall hold an organizational meeting immediately following each annual meeting of the members of the corporation. Special meetings of the Board of Directors may be called by the President, any Vice-President or by any two Directors. No notice need be given of any regular meeting of the board. Notice of special meetings shall be given by the secretary through notice in person, by email or telephone to each director at least three days in advance of the date set for the meeting
Notice of any particular meeting may be given to some directors in one manner and to the remaining directors in a different manner. Attendance of a director at the meeting shall constitute waiver of notice of such meeting, except where a director attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
The voting members may take any action without a meeting if a writing setting forth the action taken is signed by all persons who would have been entitled to vote on such actions at a meeting and filed with the secretary of the corporation as part of the corporate records.
Every Director shall be entitled to one vote. All corporate actions, other than actions as to which the vote of a larger proportion is required by law, shall be determined by the vote of a majority of members present in person or by proxy.
A majority of the directors constitutes a quorum of the Board of Directors for the transaction of business. Except as otherwise provided in the bylaws, all actions taken by the Board of Directors shall be approved by a vote of a majority of the directors present at a meeting at which a quorum is present.
4.09 Action in Writing
Any action authorized in writing by all of the directors entitled to vote thereon and filed with the minutes of the corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the board.
The officers of the corporation shall be a president and a secretary, and such other officers as the Board of Directors may determine. One person may hold two or more offices with the exception that one person may not hold both the offices of president and secretary.
5.02 Election and Term of Offices
All officers of the corporation shall be elected annually by the Board of Directors at the annual meeting. Each officer shall hold office until a successor is elected and qualified, or until he or she resigns or is removed or otherwise disqualified to serve.
The Board of Directors may remove any officer from office with our without cause by a majority affirmative vote or by execution of a written agreement to that effect.
Vacancies in offices shall be filled either by majority vote or written agreement of the Board of Directors.
The officers shall receive a salary or compensation as may be fixed by the Board of Directors.
5.06 Powers and Duties
The officers of the corporation shall have the customary powers and duties of their respective offices, subject to such limitation as the Directors may from time to time prescribe, and shall have such other powers as may be conferred by the Board of Directors.