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Bylaws of the Tax Section of the Tennessee Bar Association
The name of the section shall be the Tax Section, hereinafter referred to as the “section,” of the Tennessee Bar Association (TBA).
The purpose of this section shall be to assist the lawyer engaged in the practice of the law of taxation, to enhance his/her role, to broaden his/her knowledge, and to increase his/her skill through the dissemination of information and material on subjects of interest and concern to him/her and to provide a medium through which such lawyers may cooperate, encourage, and assist each other in the solution of problems common to their practice of law in these areas to the mutual benefit and improvement of the members of the section,the practice of law, the substantive law itself, and its just administration.
The purpose of the section shall be accomplished through its officers, council, committees, and by utilizing publications, meetings, seminars and projects; by sponsoring, promoting studying, or reviewing proposed legislation; and by other suitable means to this end, thus promoting the objectives of the TBA, its membership, and the public in general.
Any member of the TBA, upon proper application accompanied by advance payment of annual dues for the current year, shall be enrolled as a member of the section. The annual dues of the section shall be $20 and payable to the TBA at its headquarters in Nashville. Annual dues shall be paid in advance and are payable in full on the first day of July of each year for the 12-month period beginning on that date. The name of any person whose annual dues shall be more than six months past due shall be dropped from the roll of the section. Those members of the TBA whose names are carried on the rolls of the section and whose annual dues are paid in full in advance shall constitute the membership of the section.
Officers, Council and Committees
The officers of the section shall be a chair, vice chair and a secretary.
There shall be a council which shall consist of no less that six and no greater than nine members which includes the officers of the section. The outgoing chair shall continue to serve on the council for one year.
The following standing committees of the section may be established from time to time as determined by the council: Nominations, Budget, Newsletter, Tax Legislative, Continuing Legal Education (CLE) and IRS and Department of Revenue Liaison. The council may establish such other committees and for such terms as it deems necessary. The chair of the section shall annually appoint members of the council to serve as chairs of the standing committees and each committee chair shall appoint members of his/her respective committee. If it is anticipated that the chair of the section shall serve on the Nominations Committee.
Duties and Responsibilities of Officers
The chair, or successively, the vice chair or secretary in the absence of the chair, shall preside at all meetings of the section and of the council. He/She shall formulate and present at each annual meeting of the TBA a report of the work of the section for the then-ending year. He/She shall plan and superintend all activities of the section during his/her term in office, subject to the direction and approval of the council. He/She shall call meetings of the council when in his/her discretion such meetings are required or when at least three members of the council request him/her in writing to do so. He/She shall perform all other such duties and acts as usually pertain to the office of president or chair of an association or organization or as may be designated by the council.
§4.2 Vice Chair.
The vice chair shall aid the chair in the performance of his/her responsibilities in such a manner and to such an extent as the chair may request. He shall perform other such duties and have such other powers as usually pertain to the office of vice chair or vice president or as may be designated by the chair or the council. In case of a death, resignation or disability of the chair, the vice chair shall perform the duties of the chair for the remainder of that chair’s term of office or for the duration of the disability, as the case may be.
The secretary, or a TBA staff member at the direction of the secretary, shall see to the publication of appropriate notices of all meetings and shall keep a record of the proceedings thereof.
The secretary shall assist the other officers of the section in such manner and to such extent as they may request and shall be the custodian of all books, papers, documents and other properties of the section.
Duties, Responsibilities and Meetings of Council
The council shall establish such policies of the section as it may determine which are not inconsistent with any policy of the TBA. It shall hear all reports of the officers and committees of the section and shall hear, consider and act upon such resolutions and matters presented to it which pertain to the activities of the section.
The council shall act by majority vote of those present, provided that a quorum shall consist of not less than four members.
Members of the council when personally present at a meeting of the council shall vote in person, though when absent may communicate their vote in writing or by telecommunication or electronic mail, on any proposition to the secretary and have it counted, with the same effect as if they were personally present at such meeting.
The chair of the section may, and upon written request of three members of the council shall, submit or call to be submitted in writing, to each of the members of the council, any proposition upon which the council may be authorized to act, and the members of the council may vote upon such propositions so submitted, by communicating their vote thereon, in writing, over their respective signatures to the secretary, who shall record in the minutes each proposition so submitted, when, how, and to whose request the same was submitted, and the vote of each member of the council thereon, and keep on file such written and signed vote. If the votes of a majority of the members of the council so recorded shall be in favor of such proposition or if a majority shall be against such proposition, such majority vote shall constitute the binding action of the council.
The annual meeting of the section may be held during the annual meeting of the TBA, in the same city or place as such annual meeting of the TBA or in such other city as determined by the council and with such program and order of business as may be arranged under the direction of the chair and the council or a committee thereof.
§6.2 Council Meetings.
Meetings of the council may be called by the chair or by a minimum of three members of the council at such time and place requested. Meetings may be held by any form of telecommunication.
§6.3 Special Meetings of Section.
Special meetings of the section may be called by the chair at such time and place, and for such purpose as may be approved by the council. Meetings may be held by any form of telecommunication.
The members of the section present at any meeting shall constitute a quorum for the transaction of business.
All binding action of the section shall be by a majority vote of the members present.
§6.6 Mail Vote.
The council may direct that a matter be submitted to the members of the section for a vote by mail, telecommunication or electronic mail. Such mailing, telecommunication or electronic mail may be included in other written or printed material which is being distributed by mail to all of the members of the TBA or any part thereof which is inclusive of all the members of the section. In such event, binding action of the section shall be by a majority of the votes received in accordance with the rules fixed by the council.
The council members annually at a meeting called for such purpose shall elect the chair. The council shall also at such meeting elect the section’s officers from among the council members. The council shall use its best efforts to cause atleast two members of the counciltobe from each of the three Grand Divisions of the state. The council shall have staggered three-year terms, with the term of at least two council members expiring each year. Council members may be re-elected. Officers may be re-elected or elected for one-year terms. Elections of council members and officers shall be by a majority vote of the council members present at the council meeting called for purposes of electing the council members and officers after being nominated by the Nominations Committee or from the floor.
If any office shall become vacant such office shall be filled by the council for the portion of the term remaining.
Either an affirmative vote of a majority of the members present at a meeting of the section or a majority of the council members present at a meeting may amend these bylaws. Any amendment to be considered at a meeting must be submitted in writing to either all of the members of the section or all of the council members at least 10 days before the start of such meeting. Any amendment so adopted shall become effective only to the extent that it is not inconsistent with the constitution and bylaws of the TBA.
§9.1 Fiscal Year.
The fiscal year of the section shall be the same as that of the TBA.
No invoice, statement, or other evidence of expenditure on behalf of the section shall be paid without having been approved by the chair or secretary of the section.
§9.3 Tennessee Bar Association.
No action by this section shall become effective as the action of the TBA until it is approved by the TBA Board of Governors. Any resolution adopted or action taken by the council or this section may, on request of the council or this section, be reported by the chair of the section to the TBA Board of Governors or to the annual meeting of the TBA for action thereon.
These bylaws and any amendments shall become effective upon the approval of a majority of those present at a meeting of the section and upon final approval by the TBA’s Board of Governors.
Approved: June 17, 2006.