TNSAE Bylaws

 Tennessee Society of Association Executives Bylaws

Article I

Name and Location

The name of the organization shall be the Tennessee Society of Association Executives (TNSAE), a nonprofit corporation incorporated in the State of Tennessee.

Article II

Purposes

To advance the interests of associations and association professionals.

Article III

Membership

1. TNSAE shall have the following classes of members:

1. Regular
2. Association
3. Student
4. Retired
5. Supplier

2. Membership qualifications

1. Regular membership shall be open to an individual who is employed at a trade, educational, technical, business, professional or philanthropic association, or an association management company.
2. Association membership is open to a trade, educational, technical, business, professional or philanthropic association, or an association management company. All staff of an Association member shall have the benefits of a Regular membership, except there is only one designated voter from the organization for changes to the TNSAE Bylaws. This voter shall be designated by the organization and their name shall be recorded in the voter rolls of TNSAE.  Association membership may include a specified number of Regular memberships according to limits set by the Board of Directors.
3. Student membership shall be open to an individual who is enrolled as a full-time student in an accredited college or university. Student Members are not permitted to hold elected office.
4. Retired membership shall be open to an individual who is retired from a trade, educational, technical, business, professional or philanthropic association, or an association management company. Retired members are not permitted to hold elected office.
5. Supplier membership shall be open to individuals who officially represent companies or business enterprises engaged in selling or otherwise providing products or services to Regular members. This membership class includes cities, chambers of commerce, bureaus and similar entities.

3. Membership Transfer

TNSAE regular and supplier membership is an individual membership and may not be transferred from one person or organization to another.

4. Voting

1. The following membership classes may vote on all matters put before the membership of TNSAE:

1. Regular membership
2. Association membership designated voter

2. The following membership classes shall have the right to vote for officers and directors of TNSAE, but shall not have the right to vote on amendments to the Bylaws:

1. Regular members under an Association membership

3. Voting rights of a member may not be delegated to another member or exercised by proxy.

5. Application

All applications for membership in TNSAE shall be submitted to the Executive Director for administrative approval. The Board of Directors may establish policies to further clarify who is eligible for membership.

6. Removal

Members of any class may be removed for cause from membership by a two-thirds vote of the Board of Directors. Sufficient cause includes, but is not limited to a violation of the Bylaws or any rule, policy, code of conduct or other practice adopted by TNSAE or any other conduct prejudicial to the interests of TNSAE.  For any cause other than non-payment of dues, removal shall occur only after the member has been advised of the complaint and given reasonable opportunity for hearing before the Board of Directors. If removed, the member may appeal the Board’s decision, provided written notice of intent to appeal is received by the TNSAE Executive Director at least fourteen days prior to the Board of Directors meeting.

Article IV

Dues

1. Memberships Dues

The annual dues for each class of membership defined in Article III of these Bylaws shall be determined annually by the Board of Directors at any regular meeting of the Board of Directors, but not less than sixty (60) days in advance of the first day of the fiscal year for which annual dues are being established.

2. Dues Payable – Manner and Time

1. Dues shall be payable in advance of TNSAE membership.
2. Dues for new members shall be prorated for current fiscal year.
3. Upon payment of dues, each qualified applicant for membership shall be deemed a member in good standing.
4. No refund of dues paid shall be made to any member in the event of termination of membership.
5. Any member delinquent in payment of dues by more than forty-five (45) days shall not be entitled to vote, hold office or to enjoy other privileges of membership and may be dropped from membership by the Board of Directors.

ARTICLE V

Fiscal Year

The fiscal year of TNSAE shall begin on January 1 of each year and end on December 31.

ARTICLE VI

Board of Directors

1. Composition

The governing body of TNSAE shall be a Board of Directors consisting of the following:

(a) The elected Officers

1. The Immediate Past President
2. Six (6) additional Directors elected from Regular members, serving staggered three-year terms
3. Two (2) Supplier members, each being appointed by the current President-elect and approved by the Board of Directors, each serving staggered three-year terms.
4. It is not permitted for more than one individual from the same company or local association to concurrently serve as Directors. If a nominee from a company or local association is elected to the Board of Directors, subsequent nominees from the same company or local association shall be ineligible for election as a Director during their term. However, a Director who changes employers during their term and subsequently works for the same company or local association as another Director shall be permitted to complete their term. It is permissible for an Officer and Director to be employed by the same company or local association.

2. Term Limits

1. Directors shall not serve more than two (2) consecutive terms. Following two (2) consecutive terms as a Director, the individual must skip a year before serving another term as a Director. A Director be serve as an Officer after serving two (2) consecutive terms without having to skip a year.
2. Supplier members shall not serve more than one (1) consecutive term of office. Following a term of office, the individual must skip a year before serving another term as a Supplier member.

3. Eligibility and Election

1. To be eligible for election as a Director, a nominee must have completed two (2) years as a member of TNSAE.
2. Regular members and Association designated voter members shall elect the TNSAE Officers and Directors following presentation of the slate by the Nominating Committee.

4. The Board of Directors shall have authority, control and oversight of the affairs of TNSAE.

5. The Officers shall oversee the annual evaluation and compensation review of the Executive Director.

6. All Directors shall serve without compensation.

7. Absences of any Board of Director member from three (3) meetings of the Board of Directors during a fiscal year shall immediately create a vacancy in the office of such Director or Officer.

8. Vacancies

1. With the exception of the office of the President, the Board of Directors may fill a vacancy among Officers or Directors by appointment for the unexpired term.
2. In the event of death, disability, resignation or removal from office of the President on or before April 30^th of any year, the President-Elect shall fill the unexpired term of the President. In the event of death, disability, resignation or removal from the office of the President following April 30^th of any year, the President-Elect will fill the remaining term of the President and serve the full following year as President. In these occurrences, an election will be held as soon as possible to fill the resulting vacancy of the President-elect.

9. Meetings

1. The Board of Directors shall meet each year not later than sixty (60) days after the first day of the fiscal year to conduct its first meeting.
2. Other regular meetings of the Board of Directors shall be conducted throughout the year, at times and places determined by the Board of Directors. A minimum of thirty (30) day notice of a regular meeting shall be given to each Director and Officer.
3. Special meetings of the Board of Directors may be called by the President on such date and place as the President may designated, or shall be called by the President upon written request of one-third of the Directors. Any call for a special meeting shall state the purpose, date and time of the meeting and shall be issued by mail or email at least ten (10) days in advance of such meeting.
4. Board of Director meetings may be convened and held in person, by teleconference or email.
5. To the fullest extent permitted by law, the Board of Directors and membership may conduct business by electronic means.

ARTICLE VII

Officers

1. Designation

The three (3) elected Officers of TNSAE shall be the President, President-elect and Treasurer. The President-elect shall automatically assume the office of President upon the expiration of the President’s term.

2. Terms of Office

The President, President-elect and Treasurer shall serve one-year terms beginning upon their installation at the Annual meeting following their election.

3. Eligibility

To be eligible as President-elect or Treasurer a nominee must have been a member of TNSAE for at least two (2) successive years immediately preceding such election, and must have served a full term as TNSAE Director.

4. Executive Committee

1. The Executive Committee shall consist of the President, President-elect, Treasurer and the Immediate Past President. The Executive Director shall be an ex-officio, non-voting member of the Executive Committee, without vote.
2. The Executive Committee shall have the authority to act on behalf of the Board of Directors according to the policies and instructions of the Board of Directors. The Executive Committee shall report any actions in full at the next Board of Directors meeting.
3. A call for a special meeting of the Executive Committee that requires a physical presence shall state the purpose, time and place of the meeting, and shall be issued by email at least five (5) days in advance of such meeting.

ARTICLE VIII

Duties of the Executive Director

The duties of the Executive Director shall be to carry out the administrative and day-to-day operation of TNSAE, including all policies and programs of the association in accordance with the Bylaws and policies of the Board of Directors. The Executive Director shall be responsible to the Board of Directors and report directly to the President. The Executive Director is an ex-officio, non-voting member of the Board of Directors and shall be invited to all meetings.

ARTICLE IX

Nominations

1. Nominating Committee

There shall be a Nominating Committee, appointed by the President consisting of five (5) Regular members including the Committee Chair. The Immediate Past President shall serve as Chair. In the event of the unavailability of the Immediate Past President to serve, the Chair shall be appointed by the President from the Committee members. The President-elect shall be an ex-officio, non-voting member of the Nominating Committee.

2. Nominating Committee Procedure

1. Not later than ninety (90) days before the Annual Meeting of TNSAE, the Nominating Committee shall request from Regular members, names for consideration for the offices of President-elect and Treasurer, and for expiring positions of the Directors. Such names should be submitted in writing and received by the Executive Director not later than sixty (60) days before the Annual meeting, and accompanied by a brief summary of each nominee’s qualifications.
2. The Nominating Committee shall, not later than forty-five (45) days before the Annual Meeting, consider and submit qualified nominees to the Board of Directors and Regular members.
3. Additional nominees for Directors may be placed in nomination by any Regular member by filing a written petition signed by a minimum of five (5) Regular members. This petition shall be filed with the Executive Director no later than thirty (30) days before the annual meeting of TNSAE.
4. The Nominating Committee and the Executive Director shall certify any nominees qualifying for nomination by petition, and shall prepare the official ballot for the election of President-elect, Treasurer and for any other positions on the Board of Directors.

Article X

Elections

1. Election of Officers and Directors

The election of Officers and Directors shall be by email ballot. The Executive Director shall send the official ballots to all voting members not later than 25 days before the Annual meeting.

2. Proxy

The voting rights of a member may not be delegated to another member or exercised by proxy.

3. Voting Majority

Unless otherwise specifically provided by these bylaws, any questions shall be decided by a simple majority of the votes cast.

XI

Committees

1. Committees which are essential to the management and ongoing operations of TNSAE shall be classified as standing committees. A committee established to address short-term issues requiring timely action and special expertise shall be classified as a task force. These committees and any task force shall be approved as needed by the Board of Directors.

2. Except as otherwise authorized in these Bylaws, any action by a committee shall be subject to approval by the Board of Directors.

XII

Antitrust Compliance Policy

It is the undeviating policy of TNSAE to strictly comply with the letter and spirit of all state and federal antitrust laws.

XIII

Bylaws

Substantive Bylaw changes recommended by the Board of Directors may be amended by a majority vote of a quorum of members qualified to vote. Non-substantive Bylaw changes may be amended by the Board of Directors. Any amendment(s) may be proposed by the Board of Directors on its own initiative, or upon petition by any 25 of the members qualified to vote and emailed to the Executive Director. Upon receipt of the petition, the Executive Director shall submit the proposed amendment(s) to the Executive Committee for review and determination whether the proposed amendment(s) is substantive or non-substantive. Following determination, the Executive Committee shall make a recommendation for consideration to the Board of Directors.

XIV

Miscellaneous

1. Dissolution

Upon the dissolution or winding up of the affairs of TNSAE, the Board of Directors, after providing for the payment of all obligations, shall distribute any remaining assets to a not-for-profit corporation.

2. Quorum

In all meetings or actions requiring a quorum provided in these Bylaws, a quorum shall consist of 20% of members entitled to vote.

3. Rules of Order

The meetings and proceedings of TNSAE shall operate according to Robert’s Rules of Order (Newly Revised) for parliamentary procedure when not in conflict with the TNSAE Bylaws.

Approved and Adopted January 27, 2025 at TNSAE Annual Meeting.