The Official Publication of the Tennessee Turfgrass ... - The Paginator

CONTINUED
SECTION 3
SECTION 4
At the Annual Meeting and meetings of the Board of
Directors, no business may be transacted inconsistent
with the Bylaws.
Roberts Rules of Order will be used during each regular
membership meeting.
ARTICLE VII: COMMITTEES
SECTION 1
SECTION 2
SECTION 3
SECTION 4
The Executive Committee is the only permanent
committee established with these Bylaws.
The President, with majority approval from the Board of
Directors, will form committees he/she deems in the best
interest of the Association.
No committee shall have the power to bind or obligate the
TTA, the Board of Directors or its Officers to any contract
or payment of any kind unless given such authority, on
record, by the Board of Directors.
It shall be the privilege of any and all Past Presidents of this
Association to attend any meeting of the Board of Directors
and Executive Committee in an advisory capacity. Past
Presidents will not be able to vote during these meetings.
ARTICLE VIII: PRINCIPAL OFFICE
SECTION 1
SECTION 2
The principal office of the Tennessee Turfgrass Association
will be 400 Franklin Road, Franklin, Tennessee 37069.
The Board of Directors may, from time to time, choose
other offices to help run the Association.
ARTICLE IX: INDEMNIFICATION
SECTION 1
SECTION 2
SECTION 3
The Association shall indemnify and hold harmless each
Director and Officer of the Association, or any person who
may serve at its request as a Director or Officer of another
corporation (and, in either case, his/her heirs, executors and
administrators), to the full extent allowed by the laws of the
State of Tennessee, both as now in effect and as hereafter
adopted. The Association may indemnify and advance
expenses to any employee or agent of the Association who
is not a Director or Officer (and his/her heirs, executors and
administrators) to the same extent as to a Director or
Officer, if the Board of Directors determines that to do so
is in the best interests of the Association.
The indemnification and advancement of expenses
provision herein shall not be exclusive of any other which
any person (and his/her heirs, executors and administrators)
may have or hereafter acquire under any statute, provision
of the Charter provision of these Bylaws, resolution
adopted by the membership, resolution adopted by the
Board of Directors, agreement, insurance purchased by the
Corporation or otherwise, both as to action in his/her
official capacity and as to action in another capacity.
The Association may maintain insurance, at its expense to
protect itself and any individual who is or was a Director,
Officer, employee or agent of the Corporation, is or was
serving at its request as a Director, Officer, employee or
agent of another corporation against any expense, liability
or loss whether or not the Association would have the
power to indemnify such person against such expense,
liability or loss under the Tennessee Non-profit
Corporation Act, as it may be amended from time to time.
ASSOCIATE NEWS
ARTICLE X: PROHIBITION AGAINST
SHARING ASSOCIATION EARNINGS
No Director, Officer or employee of, or member of a
committee of, or person connected with the Association, or
any other private individual shall receive at any time any of
the net earnings or pecuniary profit from the operation of
the Association, provided that this shall not prevent the
payment to any such person reasonable compensation for
services rendered to or for the Association in effecting any
of its purposes; and no such person or persons shall be
entitled to share in the distribution of any corporate assets
upon the dissolution of the corporation. Upon such
dissolution or winding up of the affairs of the Association,
whether voluntary or involuntary, the assets of the
Association after all debts have been satisfied, then the
remaining in the hands of the Board of Directors shall be
distributed or transferred in amounts as the Board shall
determine or as may be determined by a court of competent
jurisdiction upon application of the Board of Directors,
exclusively to charitable, scientific or educational
organizations which would then qualify under the
provisions of Section 501(c) of the Internal Revenue Code
of 1986, as amended, and its Regulations as they now exist
or as they may hereafter be amended.
ARTICLE XI: INVESTMENTS
The Association shall have the right to retain all or any part
of any securities or property acquired by it in whatever
manner, and to invest and reinvest any funds held by it,
according to the judgment of the Board of Directors, without
being restricted to the class of investments which a Director
is or may hereafter be permitted by law to make or any
similar restrictions, provided, however, that no action shall be
taken by or on behalf of the Association if such action is a
prohibited transaction or would result in the denial of the tax
exemption under Section 503 or Section 504 of the Internal
Revenue Code of 1986, as amended, and its Regulations as
they now exist or as they may hereafter be amended.
ARTICLE XII: EXEMPT ACTIVITIES
Notwithstanding any other provisions of these Bylaws, no
Director, Officer, employee or representative of this
Association shall take any action or carry on any activity
by or on behalf of the Association not permitted to be
taken or carried on by an organization exempt under
Section 501(c) 3 of the Internal Revenue Code of 1986, as
amended, and its Regulations as they now exist or as they
may hereafter be amended, or by an organization
contributions to which are deductible under Section
170(c) 2 of such Code and Regulations as they now exist
or as they may hereafter be amended.
ARTICLE XIII: AMENDMENTS
The Bylaws may be amended at a meeting or the Association
by a two-thirds majority vote of those members present.
ASSOCIATION
TENNESSEE TURFGRASS ASSOCIATION • TENNESSEE VALLEY SPORTS TURF MANAGERS ASSOCIATION • TENNESSEE GOLF COURSE SUPERINTENDENTS ASSOCIATION 43