BY-LAWS Haywood Heritage Foundation ARTICLE I – NAME
The name of the organization shall be Haywood Heritage Foundation, hereinafter called Haywood Heritage, a Tennessee Non-Profit Corporation.
ARTICLE II – PURPOSE
Section 1 Haywood Heritage is a 501(c)(3) not for profit corporation, the purpose of which is to preserve the architectural and cultural heritage of Brownsville and Haywood County, foster economic revitalization of historic districts and traditional neighborhoods, and promote education, awareness, and best practices for preserving historic assets. Haywood Heritage advocates for the preservation of places and structures with historic or cultural significance in Haywood County.
Section 2 Upon application by a subsidiary group that wishes to utilize Haywood Heritage’s 501(c)(3) status, the Board shall ensure that the subsidiary group meets the following minimum qualifications: A. The stated purpose of the subsidiary group must further the purpose of Haywood Heritage, and be delineated in a Memorandum of Understanding (MOU) to be executed by both parties. B. The subsidiary group must have its own and separate Board of Directors and members. C. The fiscal year for the subsidiary group must coincide with the fiscal year of Haywood Heritage. D. The subsidiary funds shall be maintained through separate accounting from Haywood Heritage and undergo an audit as a subsidiary entity of the Foundation, per Article IX of these Bylaws. Periodic financial reports from the subsidiary shall be submitted to the Foundation as necessary to fulfill State and IRS reporting. E. Although the subsidiary group will not have its own I.R.S. 501(c)(3) designation, it must meet all of the requirements of the I.R.S. regarding 501(c)(3) entities. F. Should Haywood Heritage learn that said qualifications are not being met, upon a majority vote of the Board of Directors, the group will no longer be allowed to be designated as a subsidiary group of Haywood Heritage. G. A Board member of the subsidiary group shall be appointed as a non-voting ex officio member of the Foundation Board. Said member shall serve as liaison and contact for business and operating matters for the subsidiary group. ARTICLE III – MEMBERSHIP
Section 1 Membership Qualifications: Any person, association, corporation or organization having an interest in preservation in Haywood County may become a member upon payment of the annual membership dues to the Treasurer of Haywood Heritage. Section 2 Classification of Membership: Membership may be classified with categories as determined by the Board of Directors.
Section 3 Membership Fees and Dues: The Board of Directors shall, from time to time, establish and/or modify membership fees and dues.
Section 4 Rights and Obligations of Members: Members shall be entitled to vote for the Board of Directors and for all matters that come before the membership at all special meetings and all annual meetings. Members shall be entitled to notice of all special meetings and all annual meetings.
ARTICLE IV â€“ MEETINGS OF MEMBERS
On written notice, the membership shall meet annually for the purpose of electing Officers and Directors and hearing annual reports. The annual meeting may be held at such a place within Haywood County as shall be designated in the notice of the meeting. Special meetings of the membership may be called by the President or by a majority of the Board of Directors upon written notice, or by at least 51% of the members of Haywood Heritage. The President shall present a report at the annual meeting, covering the activities of Haywood Heritage since the last annual meeting. Members are not able to vote by proxy at any meeting of the membership.
ARTICLE V â€“ BOARD OF DIRECTORS
Section 1 The affairs, actions, interests, property, and business of Haywood Heritage shall be governed by the Board of Directors. Upon election to the Board, Directors shall initiate and/or continue their membership in Haywood Heritage for the duration of their term on the Board.
Section 2 The number of active Directors shall not be less than 12, nor more than 15. Each director shall be elected to serve a two-year term, with the exception of the first elected Board of Directors. One-half of the first Board of Directors shall serve a one year term and be eligible for re-election for a second term of two years. No director shall serve more than two consecutive terms, nor be eligible for election for one year following the expiration of the second term.
Section 3 Ex officio, nonvoting, members shall be allowed, as deemed appropriate by the Board of Directors, or as required by other provisions of these Bylaws. Ex officio members are exempt from term limits, and serve at the pleasure of the Haywood Heritage Board or its applicable subsidiary entity.
Section 4 Any Director may resign at any time by giving written notice to the Secretary of Haywood Heritage. Such resignation shall take effect at the time specified therein, or if no time given, immediately. The acceptance of the resignation is not necessary to make it effective.
Section 5 Any Director may be removed with or without cause at any time by the affirmative vote of a majority of the entire number of Directors in office at any special, annual or regular meeting, provided that notice of the intention to remove a Director is included in the notice of that meeting.
Section 6 Any vacancy on the Board of Directors may be filled for the remaining portion of the term of the Director at any special, annual, or regular meeting of the Board of Directors, provided that notice of the intention to elect a Director is included in the notice of that meeting. The appointment of such Director shall be subject to confirmation by the membership at the next annual meeting.
Section 7 The Directors shall meet monthly at a time and place designated by the President upon written notice. A Special meeting of the Directors may be called upon the order of the President or Vice President, or on the written request of three or more Directors. At all meetings, more than half of the current number of Directors shall constitute a quorum. Directors are not able to vote by proxy at any meeting of the Board of Directors.
ARTICLE VI â€“ OFFICERS
Section 1 The officers of Haywood Heritage shall be a President, a Vice-President, a Secretary, and a Treasurer. No two offices shall be held by the same person.
Section 2 Each officer shall be elected by the membership at every annual meeting to serve for one year, or until his/her successor shall have been duly chosen and qualified, or until death, resignation or removal. No officer shall be elected to the same office for more than two successive terms of one year each. The exception shall be the office of Treasurer, which may be extended with Board approval.
Section 3 Any officer may resign at any time by giving written notice to the Secretary of Haywood Heritage. Such resignation shall take effect at the time specified therein, or if no time is given, immediately. The acceptance of the resignation is not necessary to make it effective.
Section 4 Any officer may be removed with or without cause by a vote of a majority of the membership at the annual meeting or by a vote of a majority of the elected Directors at a meeting of the Board, provided that notice of intent to remove is included in the notice of the meeting.
Section 5 Any vacancy in any office resulting from any cause whatsoever may be filled by a member of the Board of Directors by a vote of a majority of the elected Directors at a meeting of the Board, provided there shall have been proper notice of that intent. The elected officer may serve until the next annual meeting of the membership.
Section 6 A. The President shall have general supervision over the business of Haywood Heritage subject to the direction of the Directors. The President shall preside at meetings of the Directors and represent Haywood Heritage in public affairs and meetings. The President may sign and execute with the Secretary, in the name of Haywood Heritage, deeds, contracts or other instruments authorized by the Directors, and, in general, shall perform all duties incident to the office of the President. B. The Vice-President shall perform such duties as may from time to time be assigned by the President, subject to the approval of the Directors, including the management or oversight of any real estate property owned by Haywood Heritage. In addition, the Vice-President shall perform all the duties of the President in the absence of the
President. When the Vice-President acts as President, he or she shall have all the powers of, and be subject to all the restrictions of the President. The Secretary shall (a) keep the minutes of the meetings of the Directors and of the membership in books provided for that purpose, (b) see that all notices are duly given in accordance with these By-Laws or as may be required by law, (c) see that the books, reports, statements, certificates and all other documents of record required by law are properly kept and filed, and (d) in general, perform all of the duties incident to the office of Secretary, and such other duties as from time to time may be assigned to him or her by the President or Directors. The Treasurer shall (a) have charge and custody of the funds and securities of Haywood Heritage and deposit such funds in the name of Haywood Heritage in such banks or other depositories as shall be designated by the Directors, (b) render a financial report at the annual meeting of the membership and quarterly to the Directors, (c) receive and acknowledge monies paid to Haywood Heritage from any source whatsoever, (d) and, in general, perform all of the duties incident to the office of Treasurer, and such other duties as from time to time may be assigned to him or her by the President or Directors.
ARTICLE VII – COMMITTEES
Section 1 – An Executive Committee shall consist of the elected officers of the Board, the immediate past president, and the chairpersons of standing committees. Between meetings of the Board of Directors, the Executive Committee shall have full authority to manage and supervise the business and affairs of Haywood Heritage.
Section 2 The President and the Board of Directors is authorized to appoint such committees, either standing or temporary, as may be deemed advisable.
ARTICLE VIII – FISCAL YEAR
The fiscal year of Haywood Heritage shall end on June 30th each year.
ARTICLE IX – AUDIT
The fiscal affairs of Haywood Heritage and subsidiary entities shall be audited by a firm of Certified Public Accountants. Said audit shall be conducted as needed, upon approval by a majority vote of the Board, at least every three years.
ARTICLE X – REAL ESTATE TRANSACTIONS
The authority to bind Haywood Heritage in real estate transactions shall be vested solely in the President and the Treasurer. The signature of two of these office holders shall be required to bind Haywood Heritage for all real estate transactions. A majority vote of the entire Board of Directors is required for approval of real estate transactions.
ARTICLE XI – AMENDMENTS
The majority of the entire number of Directors shall have the authority to make, alter, amend, repeal, or dissolve the By-Laws of Haywood Heritage at any meeting in which notice to make,
alter, amend, repeal or dissolve the By-Laws has been given in advance and in accordance with these By-Laws.
ARTICLE XII – PARLIAMENTARY PROCEDURE
In all matters not covered by these By-Laws, Haywood Heritage shall be governed by the latest edition, Roberts Rules of Order.
ARTICLE XIII – DISSOLUTION
In the event of dissolution, the residual assets of Haywood Heritage will be turned over to one or more organizations that meet the qualification as exempt under 501(c)(3) of the Internal Revenue Code as well as embody similar endeavors as Haywood Heritage. Notwithstanding any other provision in these By-Laws, Haywood Heritage shall not carry on any activities not permitted by (a) an exempt corporation under 501(c)(3) of the Internal Revenue Code or future corresponding provision of the Internal Revenue Code, or (b) section 170(c) of the Internal Revenue Code or in any future corresponding provision of the Internal Revenue Code
ARTICLE XIV – INDEMNIFICATION
Haywood Heritage shall indemnify its Directors and Officers in the manner and to the extent authorized and provided by Section 48-58-501 to 48-58-509, inclusive, of Tennessee Code Annotated (being a part of the “Tennessee Nonprofit Corporation Act”), and in the manner and to the extent said sections may hereafter be amended or supplemented.
ADOPTED THIS 8th DAY OF December, 2015
_____________________________________ Susan Sills President of Haywood Heritage
_____________________________________ Beth Tripp Secretary of Haywood Heritage AMENDED THIS 9th DAY OF AUGUST, 2017
_____________________________________ Susan Sills President of Haywood Heritage
_____________________________________ Jo Matherne Secretary of Haywood Heritage