A1 LAbArts, Inc.
Bylaws
(Amended January 13, 2003)
These bylaws shall regulate the affairs of A1LabArts, Inc. (the Corporation), subject to the provisions of the Corporation’s Charter and any applicable provisions of the Tennessee Nonprofit Corporation Act, Section 48-51-101, et seq., Tennessee Code Annotated. ARTICLE 1: MEMBERSHIP
1.1 Qualifications
Membership shall be open to any individual who pays annual dues, registers with the Membership Chair, and fulfills any other qualifications set by the Board of Directors
1.2 Rights
Each member shall be entitled to make proposals for A1LabArts-sponsored activities or events, as well as for any other order of business within the framework of these Bylaws, including proposals for the amendment of these Bylaws, cast one (1) vote on matters coming before the membership and run for office or a seat on the Board of Directors.
1.3. Privileges
Privileges of membership shall include the opportunity to participate in A1LabArts activities, free or reduced admission to A1LabArts sponsored events and other privileges as determined by the Board of Directors.
1.4 Annual Meetings
There shall be an annual meeting of the membership, the date for which will be determined by the Board of Directors. The Annual Meeting shall include the President’s report on the Corporation’s activities of the past year, the Treasurer’s report on the financial condition of the Corporation and the election of officers and Directors.
1.5 Special Meetings
Special meetings shall be called at the request of the Board of Directors or by petition signed by ten percent (10%) of the membership and received by the Secretary no less than two (2) weeks in advance of the meeting date for the purpose of conducting special business between Annual meetings, such as proposals to remove officers or board members or to amend these Bylaws.
1.6 Notification
1.61 Membership will be given proper notification no less than ten (10) days in
advance of these meetings as to the date, place and time of the meeting. Notice for special meetings shall also include a description of the matter or matters for which the meeting is called.
1.62 Notice for the Annual meeting shall include a list of nominations for officers and directors made by the Board of Directors or its Nominating Committee.
1.7 Quorum and Voting Requirements
1.71 Quorum for any meeting shall be ten percent (10%) of the total membership.
1.72 If quorum is present when a votes is taken, action on a matter is approved by an affirmative vote of a majority of the members present, except as provided in these vote for or assent to action taken at the meeting.
2.7 Voting and Quorum
2.71 A quorum of the Board of Directors consists of one-third (1/3) of the directors
(but n fewer than two (2) of the directors then in office before a meeting begins.
2.72 If a quorum is present when a vote is taken, the affirmative vote of a majority of
the directors present is the act of the Board of Directors, except as otherwise provided in these Bylaws.
2.73 Action that is required or permitted to be taken at a meeting of the Board of Directors may be taken without such a meeting if all the directors consent to taking such action without a meeting. If all directors consent, the affirmative vote of the number of Directors that would be necessary to authorize such action at a meeting shall be the act of the Board, except as otherwise provided by these Bylaws. Such consent(s) shall describe the action taken, be in writing, be signed by each director entitled to vote, indicate each signing director’s vote or abstention on the action, and be delivered to the Secretary of
the Corporation and included in the minutes filed with the corporate records.
2.8 Resignations, Removal and Vacancies
2.81 Directors may resign by delivering a written letter of resignation to the Board of Directors. The resignation is effective immediately upon receipt of the letter, unless stated otherwise.
2.82 Members may vote to remove one (1) or more directors at a special meeting
called for this purpose. If a director consistently misses one-half or more of the meetings of the Board of Directors, that director may be removed by a majority vote of other directors.
2.83 Whenever a vacancy occurs on the Board, other than from the expiration of a term of office, the remaining directors shall appoint a director to fill the vacancy until the next Annual Meeting, unless the directors call a special meeting of the membership for this purpose.
ARTICLE 3: OFFICERS
3.1 Required Officers of the Board of Directors
3.11 The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer. Except fo the offices of President and Secretary, the same individual may simultaneously hold more than one (1) office in the Corporation.
3.12 Other offices may be created by the Board of Directors as it deems necessary. 3.13 Each officer shall be a member in good standing prior to his or her nomination
and election. Officers may not be students during their terms of office.
3.2 Nominations, Elections and Terms of Office
3.21 Nominations for officers shall be made by the Board of Directors, or by a special Nominating Committee appointed by the Board, no less than three (3) weeks prior to the Annual Meeting. Nominations may also be made by petition signed by a least ten percent (10%) of the membership and received by the Secretary prior to the election.
3.22 Officers shall be elected by the membership at the Annual Meeting.
3.23 The officers of the Corporation shall hold office for one (1) year or until successors are chosen and qualify in their stead, subject, however, to the right and authority of the Board of Directors to remove any officer at any time. Officers may be re-elected.
3.3 Powers and Duties of the Officers
In addition to the duties listed below, each officer shall be expected to attend Board
meetings unless otherwise instructed by the Board.
3.31 President
The President shall be the Chief Executive Officer of the Corporation and shall have general and active management of the Corporation, and shall see that all orders and resolutions of the membership and the Board of Directors are carried into effect, subject, however, to the right of the Board of Directors to delegate any specific powers, unless exclusively conferred upon the President by law, to other officer(s) of the Corporation.
3.32 Vice President
The Vice-President shall in the official absence of the President carry out all
duties of the Presidency including having general and active management of the Corporation, and shall see that all orders and resolutions of the membership and the Board of Directors are carried into effect, subject, however, to the right of the Board of Directors to delegate any specific powers, unless exclusively conferred upon the Office of the President by law, to other officer(s) of the Corporation.
3.33 Secretary
The Secretary shall keep a record of all meetings of the membership and the Board and shall have general charge and supervision over the books and records of the Corporation. The Secretary shall be responsible for the filing of all necessary reports with the Secretary of State as required by the Tennessee Nonprofit Corporation Act and for issuing notices of meetings to members and Directors. The Secretary shall also perform any other duties assigned to him or her by the Board of Directors or by the President. In the event the Secretary is absent or otherwise unable to take minutes of a meeting where minutes are required, the presiding officer shall appoint another person, subject to approval of those present and entitled to vote at such a meeting, to take minutes thereof.
3.34 Treasurer
The Treasurer shall have the custody of the Corporation funds and securities and shall keep full and accurate receipts and disbursements in the appropriate Corporation books, and shall require the deposit of all monies and other valuable assets in the name of and to the credit of the Corporation in such a financial institution as may be ordered by the Board of Directors. The Treasurer shall be required to disburse funds of the Corporation as may be ordered by the Board of Directors, and render to the President and the Board of Directors, at any time as they may require, an account of his or her transactions and of the financial condition of the Corporation.
3.4 Resignations, Removals and Vacancies
3.41 Officers may resign by delivering a written notice to the Corporation. The resignation is effective immediately upon receipt of the letter, unless otherwise stated.
3.42 Any officer may be removed by an act of the Board of Directors. The
membership may also vote to remove any officer at a special meeting called for this purpose.
3.43 Any vacancies in office shall be filled by the Board of Directors as soon as
practicable unless the Directors call a special meeting of the membership for this purpose. ARTICLE 4: COMMITTEES
4.1 The Board of Directors may create committees consisting of one or more persons as it sees fit.
4.2 The Board of Directors shall appoint committee heads from either the directorship or the membership of the Corporation, and shall have the power to remove any committee head as it deems appropriate.
ARTICLE 5: MISCELLANEOUS PROVISIONS
5.1 Fiscal Year
The fiscal year of this Corporation shall be from January 1 to December 31.
5.2 Tax Exempt Status
It is intended that the Corporation shall have and continue to have the status of an organization which is exempt from federal income taxation under section 501(c)3 of the Internal Revenue Code, and all activities of the Corporation shall be conducted
accordingly and all powers and activities hereunder shall be limited accordingly.
5.3 Proper Notice
5.31 Notices of Meetings
Except where otherwise provided in these Bylaws, notice for a meeting shall be
given in person, or by telephone, telegraph, electronic mail or other form of wire
or wireless communication, or in a letter or postcard sent postage prepaid by first
class United States Mail, or in such forms as a newsletters or other regular
publication sent by United States Mail. notice shall be sent to each person at the
most recent address that appears for that person on the books of the Corporation.
Members and Directors shall be responsible for informing the Secretary of any
changes in address. Notice shall be deemed to have been given at the earliest of
the following: when received or five (5) days after its deposit in the United States
Mail.
5.32 Proof of Notice
Proof of notice must be presented at the beginning of each meeting for which a
notice is required by the Secretary or his or her representative. Proof of notice
shall be in the form of a list including the date that the notice was issued and the
names and addresses, as listed in current corporate records, of those entitled to
vote at the meeting to whom the notice was issued.
5.33 Waiver of Notice
Whenever any notice is required to be given, a waiver thereof in writing signed by
the person entitled to such notice, whether before or after the date stated thereon, and delivered to the Secretary of the Corporation and included in the minutes or
corporate records, shall be deemed equivalent thereto.
5.4 Offices and Registered Agent
5.41 Principal Office
The principal office of the Corporation shall be that which is designated as such in
its Charter.
5.42 Registered Office
The Corporation shall designate and continuously maintain a registered office in
the State of Tennessee.
5.43 Registered Agent
The Corporation shall designate and continuously maintain a registered agent in
the State of Tennessee at its registered office.
ARTICLE 6: AMENDMENTS
6.1 These Bylaws may be amended to the extent that they do not conflict with the Charter of the Corporation or with any applicable provisions of the Tennessee Nonprofit Act, Section 48-51-101, et seq., Tennessee Code Annotated.
6.2 Amendments to these Bylaws may be proposed by the Board of Directors or by a petition signed by ten percent (10%) of the membership.
6.3 Proposals to amend the Bylaws shall be voted on at either a special meeting or the Annual Membership meeting as determined by the Board of Directors.
6.4 An amendment to these Bylaws shall be approved by the members by two-thirds (2/3) of
the votes cast or a majority of the voting power, whichever is less.
Record of Amending Actions
February 24, 1997: Annual Meeting
November 7, 1995: Special Meeting
January 13, 2003: Annual Meeting
(F05C. CORPORATION DOCS 01B Bylaws As of 01.13.03)
Amendments
A1LabArts proposed changes to bylaws to be voted on at February 26, 2023 annual meeting These proposed changes, primarily minor clarifications, require member approval to become effective. Section 1.1: change “registers with the Membership Chair” to read “provides contact information.” Section 1.71: clarify to read “A quorum of members for any member meeting shall be ten percent (10%) of the total membership.” Section 1.72: clarify to read “If a quorum of members is present when a vote is taken, action on a matter is approved by an affirmative vote of the members present, except as provided in these Bylaws.” Section 2.3: change “determined” to “voted on.” Section 2.83: change “shall” to “may.” Section 3.13: in second sentence, delete student restriction, and add age requirement, to read “All officers must be natural persons and shall be at least 18 years of age.”Various sections: fix typos, punctuation, and capitalization errors. END
These bylaws shall regulate the affairs of A1LabArts, Inc. (the Corporation), subject to the provisions of the Corporation’s Charter and any applicable provisions of the Tennessee Nonprofit Corporation Act, Section 48-51-101, et seq., Tennessee Code Annotated. ARTICLE 1: MEMBERSHIP
1.1 Qualifications
Membership shall be open to any individual who pays annual dues, registers with the Membership Chair, and fulfills any other qualifications set by the Board of Directors
1.2 Rights
Each member shall be entitled to make proposals for A1LabArts-sponsored activities or events, as well as for any other order of business within the framework of these Bylaws, including proposals for the amendment of these Bylaws, cast one (1) vote on matters coming before the membership and run for office or a seat on the Board of Directors.
1.3. Privileges
Privileges of membership shall include the opportunity to participate in A1LabArts activities, free or reduced admission to A1LabArts sponsored events and other privileges as determined by the Board of Directors.
1.4 Annual Meetings
There shall be an annual meeting of the membership, the date for which will be determined by the Board of Directors. The Annual Meeting shall include the President’s report on the Corporation’s activities of the past year, the Treasurer’s report on the financial condition of the Corporation and the election of officers and Directors.
1.5 Special Meetings
Special meetings shall be called at the request of the Board of Directors or by petition signed by ten percent (10%) of the membership and received by the Secretary no less than two (2) weeks in advance of the meeting date for the purpose of conducting special business between Annual meetings, such as proposals to remove officers or board members or to amend these Bylaws.
1.6 Notification
1.61 Membership will be given proper notification no less than ten (10) days in
advance of these meetings as to the date, place and time of the meeting. Notice for special meetings shall also include a description of the matter or matters for which the meeting is called.
1.62 Notice for the Annual meeting shall include a list of nominations for officers and directors made by the Board of Directors or its Nominating Committee.
1.7 Quorum and Voting Requirements
1.71 Quorum for any meeting shall be ten percent (10%) of the total membership.
1.72 If quorum is present when a votes is taken, action on a matter is approved by an affirmative vote of a majority of the members present, except as provided in these vote for or assent to action taken at the meeting.
2.7 Voting and Quorum
2.71 A quorum of the Board of Directors consists of one-third (1/3) of the directors
(but n fewer than two (2) of the directors then in office before a meeting begins.
2.72 If a quorum is present when a vote is taken, the affirmative vote of a majority of
the directors present is the act of the Board of Directors, except as otherwise provided in these Bylaws.
2.73 Action that is required or permitted to be taken at a meeting of the Board of Directors may be taken without such a meeting if all the directors consent to taking such action without a meeting. If all directors consent, the affirmative vote of the number of Directors that would be necessary to authorize such action at a meeting shall be the act of the Board, except as otherwise provided by these Bylaws. Such consent(s) shall describe the action taken, be in writing, be signed by each director entitled to vote, indicate each signing director’s vote or abstention on the action, and be delivered to the Secretary of
the Corporation and included in the minutes filed with the corporate records.
2.8 Resignations, Removal and Vacancies
2.81 Directors may resign by delivering a written letter of resignation to the Board of Directors. The resignation is effective immediately upon receipt of the letter, unless stated otherwise.
2.82 Members may vote to remove one (1) or more directors at a special meeting
called for this purpose. If a director consistently misses one-half or more of the meetings of the Board of Directors, that director may be removed by a majority vote of other directors.
2.83 Whenever a vacancy occurs on the Board, other than from the expiration of a term of office, the remaining directors shall appoint a director to fill the vacancy until the next Annual Meeting, unless the directors call a special meeting of the membership for this purpose.
ARTICLE 3: OFFICERS
3.1 Required Officers of the Board of Directors
3.11 The officers of the Corporation shall be a President, a Vice President, a Secretary, and a Treasurer. Except fo the offices of President and Secretary, the same individual may simultaneously hold more than one (1) office in the Corporation.
3.12 Other offices may be created by the Board of Directors as it deems necessary. 3.13 Each officer shall be a member in good standing prior to his or her nomination
and election. Officers may not be students during their terms of office.
3.2 Nominations, Elections and Terms of Office
3.21 Nominations for officers shall be made by the Board of Directors, or by a special Nominating Committee appointed by the Board, no less than three (3) weeks prior to the Annual Meeting. Nominations may also be made by petition signed by a least ten percent (10%) of the membership and received by the Secretary prior to the election.
3.22 Officers shall be elected by the membership at the Annual Meeting.
3.23 The officers of the Corporation shall hold office for one (1) year or until successors are chosen and qualify in their stead, subject, however, to the right and authority of the Board of Directors to remove any officer at any time. Officers may be re-elected.
3.3 Powers and Duties of the Officers
In addition to the duties listed below, each officer shall be expected to attend Board
meetings unless otherwise instructed by the Board.
3.31 President
The President shall be the Chief Executive Officer of the Corporation and shall have general and active management of the Corporation, and shall see that all orders and resolutions of the membership and the Board of Directors are carried into effect, subject, however, to the right of the Board of Directors to delegate any specific powers, unless exclusively conferred upon the President by law, to other officer(s) of the Corporation.
3.32 Vice President
The Vice-President shall in the official absence of the President carry out all
duties of the Presidency including having general and active management of the Corporation, and shall see that all orders and resolutions of the membership and the Board of Directors are carried into effect, subject, however, to the right of the Board of Directors to delegate any specific powers, unless exclusively conferred upon the Office of the President by law, to other officer(s) of the Corporation.
3.33 Secretary
The Secretary shall keep a record of all meetings of the membership and the Board and shall have general charge and supervision over the books and records of the Corporation. The Secretary shall be responsible for the filing of all necessary reports with the Secretary of State as required by the Tennessee Nonprofit Corporation Act and for issuing notices of meetings to members and Directors. The Secretary shall also perform any other duties assigned to him or her by the Board of Directors or by the President. In the event the Secretary is absent or otherwise unable to take minutes of a meeting where minutes are required, the presiding officer shall appoint another person, subject to approval of those present and entitled to vote at such a meeting, to take minutes thereof.
3.34 Treasurer
The Treasurer shall have the custody of the Corporation funds and securities and shall keep full and accurate receipts and disbursements in the appropriate Corporation books, and shall require the deposit of all monies and other valuable assets in the name of and to the credit of the Corporation in such a financial institution as may be ordered by the Board of Directors. The Treasurer shall be required to disburse funds of the Corporation as may be ordered by the Board of Directors, and render to the President and the Board of Directors, at any time as they may require, an account of his or her transactions and of the financial condition of the Corporation.
3.4 Resignations, Removals and Vacancies
3.41 Officers may resign by delivering a written notice to the Corporation. The resignation is effective immediately upon receipt of the letter, unless otherwise stated.
3.42 Any officer may be removed by an act of the Board of Directors. The
membership may also vote to remove any officer at a special meeting called for this purpose.
3.43 Any vacancies in office shall be filled by the Board of Directors as soon as
practicable unless the Directors call a special meeting of the membership for this purpose. ARTICLE 4: COMMITTEES
4.1 The Board of Directors may create committees consisting of one or more persons as it sees fit.
4.2 The Board of Directors shall appoint committee heads from either the directorship or the membership of the Corporation, and shall have the power to remove any committee head as it deems appropriate.
ARTICLE 5: MISCELLANEOUS PROVISIONS
5.1 Fiscal Year
The fiscal year of this Corporation shall be from January 1 to December 31.
5.2 Tax Exempt Status
It is intended that the Corporation shall have and continue to have the status of an organization which is exempt from federal income taxation under section 501(c)3 of the Internal Revenue Code, and all activities of the Corporation shall be conducted
accordingly and all powers and activities hereunder shall be limited accordingly.
5.3 Proper Notice
5.31 Notices of Meetings
Except where otherwise provided in these Bylaws, notice for a meeting shall be
given in person, or by telephone, telegraph, electronic mail or other form of wire
or wireless communication, or in a letter or postcard sent postage prepaid by first
class United States Mail, or in such forms as a newsletters or other regular
publication sent by United States Mail. notice shall be sent to each person at the
most recent address that appears for that person on the books of the Corporation.
Members and Directors shall be responsible for informing the Secretary of any
changes in address. Notice shall be deemed to have been given at the earliest of
the following: when received or five (5) days after its deposit in the United States
Mail.
5.32 Proof of Notice
Proof of notice must be presented at the beginning of each meeting for which a
notice is required by the Secretary or his or her representative. Proof of notice
shall be in the form of a list including the date that the notice was issued and the
names and addresses, as listed in current corporate records, of those entitled to
vote at the meeting to whom the notice was issued.
5.33 Waiver of Notice
Whenever any notice is required to be given, a waiver thereof in writing signed by
the person entitled to such notice, whether before or after the date stated thereon, and delivered to the Secretary of the Corporation and included in the minutes or
corporate records, shall be deemed equivalent thereto.
5.4 Offices and Registered Agent
5.41 Principal Office
The principal office of the Corporation shall be that which is designated as such in
its Charter.
5.42 Registered Office
The Corporation shall designate and continuously maintain a registered office in
the State of Tennessee.
5.43 Registered Agent
The Corporation shall designate and continuously maintain a registered agent in
the State of Tennessee at its registered office.
ARTICLE 6: AMENDMENTS
6.1 These Bylaws may be amended to the extent that they do not conflict with the Charter of the Corporation or with any applicable provisions of the Tennessee Nonprofit Act, Section 48-51-101, et seq., Tennessee Code Annotated.
6.2 Amendments to these Bylaws may be proposed by the Board of Directors or by a petition signed by ten percent (10%) of the membership.
6.3 Proposals to amend the Bylaws shall be voted on at either a special meeting or the Annual Membership meeting as determined by the Board of Directors.
6.4 An amendment to these Bylaws shall be approved by the members by two-thirds (2/3) of
the votes cast or a majority of the voting power, whichever is less.
Record of Amending Actions
February 24, 1997: Annual Meeting
November 7, 1995: Special Meeting
January 13, 2003: Annual Meeting
(F05C. CORPORATION DOCS 01B Bylaws As of 01.13.03)
Amendments
A1LabArts proposed changes to bylaws to be voted on at February 26, 2023 annual meeting These proposed changes, primarily minor clarifications, require member approval to become effective. Section 1.1: change “registers with the Membership Chair” to read “provides contact information.” Section 1.71: clarify to read “A quorum of members for any member meeting shall be ten percent (10%) of the total membership.” Section 1.72: clarify to read “If a quorum of members is present when a vote is taken, action on a matter is approved by an affirmative vote of the members present, except as provided in these Bylaws.” Section 2.3: change “determined” to “voted on.” Section 2.83: change “shall” to “may.” Section 3.13: in second sentence, delete student restriction, and add age requirement, to read “All officers must be natural persons and shall be at least 18 years of age.”Various sections: fix typos, punctuation, and capitalization errors. END
