UNITED WAYS OF TENNESSEE, INC.
Name and Purposes
Section 1.1. Name. The name of the organization is United Ways of Tennessee, Inc.
Section 1.2. Purpose. The Corporation is organized for the purpose of strengthening a statewide network to assist local United Ways throughout Tennessee in their local capacity building, public policy and in fulfilling their missions.
Section 2.1. Classes. There shall be two classes of members: Local United Way members and At-Large members.
a) A Local United Way is a United Way organization, within the State of Tennessee, as defined and recognized by the United Way Worldwide.
b) An At-Large Member is an individual who can enhance the mission and purpose of the United Ways of Tennessee (UWTN) and will have no voting rights (except if elected to serve on the Board of Directors or serve on a committee/board of UWTN. Then they may vote in their appropriate committees/boards)
Section 2.2. Qualifications. Any local United Way in the State of Tennessee is eligible for membership. To be a member of the UWTN the local United Ways must agree to pay the annual membership dues as set by the UWTN Board of Directors. An At-Large Membership may also be granted to any individual that supports the mission and purposes of the organization.
Section 2.3. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member, and may, by a majority vote or those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default in the payment of dues.
Section 2.4. Resignation. Any member may resign by filing a written resignation with the Secretary; however, such resignation shall not relieve the member of resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.
Section 2.5. Dues. Dues for members shall be established by the Board of Directors. At-Large Members shall pay no dues.
Section 2.6. Meetings. All Board of Director meetings shall be open to all active members.
AUTHORITY AND DUTIES OF DIRECTORS
Section 3.1. Authority of Directors. The Board of Directors is the policy-making body and may exercise all the powers and authority granted to the Corporation by law.
Section 3.2. Number. The Board shall consist of no less than ten (10) but no more than seventeen (17) directors. No more than ten (10) directors shall be representatives of the local United Way member: the Chief Executive Officer (CEO) or his/her appointee. No more than seven (7) directors shall be ‘At-Large’ members. At all times, a majority of the Board must consist of Local United Way members.
Section 3.3. Election and Board Development. All United Way members, who raise more than nine million dollars annually (as reported to United Way of America) shall automatically have a representative on the Board of Directors. The remaining Board shall be nominated by the nominating committee and then elected by a majority vote of local United Way members. The nominating committee is responsible for keeping a diverse board. Funds raised, geography, and UWTN involvement must be taken into consideration when nominating local United Way members. Geography, field of expertise and ability to enhance the UWTN must be taken into consideration when nominating At-Large members.
Section 3.4. Terms and Tenure. Each director shall hold office for a term of three (3) years. The exception is for the first elected Board of Directors to begin their term on January 1, 2010: Four (4) directors will serve a one-year term; four (4) directors will serve a two-year term; the remaining directors elected will serve a three-year term. The directors who serve the various term lengths will be determined by the nominations committee.
Section 3.5. Resignation. Resignations are effective upon receipt by the Chairperson, Secretary or President of the UWTN of written notification.
Section 3.6. Vacancies. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by a majority vote of the remaining directors. In the event of a tie vote, the Chairperson shall choose the succeeding director. A director elected to fill a vacancy shall be elected for the unexpired term of that director’s predecessor in office.
Section 3.7. Regular Meetings. The Board of Directors shall hold at least four (4) regular meetings per calendar year. Two (2) may take place during an extended event, such as a conference or retreat. Meetings shall be at such dates, times and places as the Board shall determine. All members shall be notified no less than forty five (45) days before such meetings.
Section 3.8. Special Meetings. Meetings shall be at such dates, times and places as the Board shall determine. Special Meetings may be called by the Chairperson or at the request of any two (2) directors by notice emailed, mailed, telephoned, or telegraphed to each member of the Board not less than ten (10) days before such meeting.
Section 3.9. Meeting Attendance. All members shall be allowed to attend all meetings, but only members of the Board of Directors are allowed to vote at the meetings. If a member of the Board of Directors has more than two (2) ‘unexcused’ absences within a calendar year, the Board Chair may recommend to the board a vote to remove the person. That Director cannot become a Director again until at least one year after dismissal.
Section 3.10. Quorum. A quorum shall consist when a majority of the Board are attending in person or through teleconferencing. A majority of the quorum must be made up of Local United Ways. All decisions will be by majority vote of those present at a meeting at which a quorum is present. If less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting on occasion without further notice.
Section 3.11. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approve the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee as the case may be.
Section 3.12. Participation in Meeting by Conference Telephone. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.
Section 3.13. Committees. The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish committees of the Board composed of at least two (2) persons which, except for an Executive Committee, may include non-Board members. The Chairperson shall appoint the chair of such committees (chairs may be Local United Way members or At-Large members); establish such procedures to govern their activities, and delegate thereto such authority as may be necessary or desirable for the efficient management of the property, affairs, business, and activities of the Corporation.
Section 3.14. Governance and Nominating Committee. There shall be Governance and Nominating Committee, composed of the duly elected Chair and no less than 4 additional members appointed by the Board Chair from members of the Board and membership. Each member of the committee shall have one (1) vote, and decisions shall be made by the majority. At all times, a majority of the Nominating Committee must consist of Local United Way members, and geography, size, UWTN involvement, and governance expertise must be taken into consideration in these appointments. At a minimum, the bylaws must be reviewed by this committee and the Board once every three years.
Section 3.15. Reimbursement. Directors shall serve without compensation with the exception that expenses incurred in the furtherance of the Corporation’s business are allowed to be reimbursed with documentation and prior approval. In addition, Directors serving the organization in any other capacity, such as staff, are allowed to receive compensation therefore.
Section 3.16 Parliamentary Procedure. All questions of Parliamentary Procedure at any meetings shall be settled according to Robert’s Rules of Order, whenever they are not inconsistent with the organization’s Bylaws.
Section 3.17 Minutes. Minutes shall be kept of each meeting of the Board of Directors. Once approved at the following meeting, a signed copy shall be filed and kept in the corporate offices of the United Ways of Tennessee, or another such designated place.
AUTHORITY AND DUTIES OF OFFICERS
Section 4.1. Officers. The officers of UWTN shall be composed of the Executive Committee and consist of a Chairperson, Chair-Elect, Secretary, Treasurer, Past-Chairperson, Governance & Nominations Chairperson, and an At-Large representative and the President of the UWTN – as a non-voting member.
Section 4.2. Eligibility. The individuals eligible to serve the officer positions are: Chairperson (United Way member); a Chairperson-Elect (United Way); a Secretary (United Way or At-Large member); a Treasurer (United Way member); Past-Chairperson (United Way member); Governance & Nominations Chairperson (United Way member), and an At-Large representative (At-Large member).
Section 4.3. Appointment of Officers; Terms of Office. The officers of the Corporation shall be elected by the Board of Directors at a regular scheduled meeting of the Board, or, in the case of vacancies, as soon thereafter as convenient. New offices may be created and filled at any meeting of the Board of Directors. Officers’ terms will begin on January 1st, and last the length of the calendar year.
The Treasurer and the At-Large representative to the Executive Committee will serve a three-year term, with the option to serve a second consecutive term. All other Executive Committee officers will serve for one calendar year, and officers may be re-elected to serve a second, one year term. A Chair may be re-elected to serve a third year if a Chair-Elect is unable to move into the Chairmanship role. In this instance, a Past Chair may also serve a third year. If a Past Chair is unable to serve, the most recent Past Chair willing and able to serve may be elected. Officers shall hold office until a successor is duly elected and qualified.
Section 4.4. Resignation. Resignations are effective upon receipt by the Chairperson, Secretary or President of the UWTN of written notification.
Section 4.5. Removal. An officer may be removed by the Board of Directors at a meeting, or by action in writing pursuant to Section 3.9 or 3.11, whenever in the Board’s judgment the best interests of the Corporation will be served thereby. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4.6. Conflicts of Interest. It is the responsibility of the Executive Committee to address and resolve conflicts of interest with any member or associate of UWTN.
Section 4.7. Paid Staff. The Board of Directors may hire such paid staff as they deem proper and necessary for the operations of the Corporation. The powers and duties of the paid staff shall be as assigned or as delegated to be assigned by the Board.
Every member of the Board of Directors, officer or employee of the Corporation may be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled.
ADVISORY BOARDS AND COMMITTEES
Section 6.1. Establishment. The Board of Directors may establish one or more Advisory Boards or Committees.
Section 6.2. Size, Duration, and Responsibilities. The size, duration, and responsibilities of such boards and committees shall be established by a majority vote of the Board of Directors.
Section 6.3 Advisory Boards or Committee Membership. Members of the advisory boards or committees are not required to be members of UWTN, but each advisory board or committee must have a majority of their membership made of representatives from member United Ways.
Section 7.1. Fiscal Year. The fiscal year of the Corporation shall be a calendar year: January 1st - December 31st, but may be changed by resolution of the Board of Directors.
Section 7.2. Checks, Drafts, Etc. All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board.
Section 7.3. Deposits and Accounts. All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board may select, or as may be selected by the Chairperson or by any other officer or officers or agent or agents of the Corporation, to whom such power may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for that account of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by any officer or agent of the Corporation.
Section 7.4. Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code.
BOOKS AND RECORDS
Correct books of account of the activities and transactions of the Corporation shall be kept at the office of the Corporation. These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of Directors.
AMENDMENT OF BYLAWS
These Bylaws may be amended by a majority vote of the Board of Directors, provided prior notice of no less than ten (10) days is given of the proposed amendment in the notice of the meeting at which such action is taken, or provided all members of the Board waive such notice, or by unanimous consent in writing without a meeting pursuant to Section 3.11.