Bylaws

Business Law Bylaws

Article I
Name
This section shall be known as the Business Law Section of the Tennessee Bar Association (TBA), hereinafter referred to as the "section."

Article II
Purposes
The purpose of the section shall be

(a) to further the knowledge of the members of the section in the law of the Uniform Commercial Code, banking law, corporate law, partnership law, matters of debtor and creditor relations, and litigation practice particularly related to such law,

(b) to increase the skill of its members through the dissemination of information and material on subjects of mutual interest and concern and to provide for a medium through which the members may cooperate, encourage and assist each other in the solution of problems common to the practice of law in such fields to the mutual benefit and improvement of the members of the section,

(c) to assist, in the formulation, administration and implementation of programs, forums, and other activities for the education of the members of the TBA in these related fields,

(d) to act upon all matters germane to its purposes as so described or referred to it by the Board of Governors, and

(e) to seek uniformity and improvements of law by collaborating regarding legislative recommendations.

The purpose of the section shall be accomplished through its executive committee, officers and committees by utilizing publications, meetings, seminars, projects and other suitable means to this end, thereby promoting the objectives of the TBA and the membership.

Article III
Membership and Dues

§1 Membership
Any member of the TBA, upon payment of annual dues for the current year shall be enrolled as a member of the section. The term of the membership in the section shall be concurrent with membership in the TBA and shall be renewed annually.

§2 Dues
The annual dues of this section shall be $20 payable to the TBA. Annual dues are payable 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 three (3) months past due shall be dropped from the roles of the section. Those members of the TBA whose names are carried on the roles of the section and whose annual dues are paid in full in advance shall constitute the membership of the section. All funds so collected shall be deposited to the general operating funds of the TBA. The expenditure of these funds shall be subject to approval by the TBA Board of Governors.

Article IV
Executive Council Committee

§1 Duties
The section shall be governed by a council. The council shall assist the Board of Governors in matters relating to the section. The council shall supervise and direct the affairs and policies of the section, subject to and in accordance with these bylaws, policies, and the rules and regulations of the TBA.

§2 Members
The council shall consist of the chair, the vice chair and nine other members elected by the membership of the section. The council shall have three (3) members from each of the Grand Divisions of the state . Nominations for members of the council may be made by the council acting as a nominating committee or by declaration of candidacy filed by a member of the section. Members of the council shall not receive compensation for services.

§3 Terms of Office
The members of the council shall continue in office until their successors are elected and assume office.

§4 Meetings
Meetings of the council may be called by the chair or by a majority of the members of the council. Notice of such meetings shall be mailed, emailed or faxed to members of the executive committee at least five (5) days prior to such meeting or shall be given by telephone at least two days prior to such meeting. At meetings of the council, the majority of its members shall constitute a quorum for the transaction of any business of the committee.

Article V
Officers

§1 Officers
The officers of the section shall be a chair, vice chair, who shall also be the chair elect, and a secretary/treasurer. At each annual meeting of the section the vice chair and secretary/treasurer shall be elected by a majority of the votes cast for each respective office by those present in person. The newly elected chair, vice chair, and secretary/treasurer shall assume the duties of their respective offices on July 1 following their election, and shall continue in office until their successors are elected and assume office. In the event of vacancy among the officers, the council may elect a successor to fill the unexpired term.

The chair shall preside at all meetings of the section and the council and shall administer the affairs of the section and council subject to and in accordance with the rules and regulations of the TBA and policies of the TBA, and these bylaws.

The vice chair shall perform all the duties of the chair during the latter's absences or inability to act, and when so acting shall have all the powers of the chair and by subject to all the restrictions upon the chair. The vice chair shall succeed to the office of chair, being deemed to have been elected to such office July 1 following that at which such person is elected to the office of vice chair.

The secretary/treasurer shall keep minutes of meetings of the section and council and make suitable arrangements for meetings. The secretary/treasurer shall see to the publication of the appropriate notices of all meetings.

Article VI
Committees

§1 Standing Committees
There shall be a Continuing Legal Education Committee and a Newsletter
Committee. In addition, the council shall have the power to create other standing committees from time to time.

§2 Officers
Each standing committee shall have a chairperson and such other officers as may be required who shall be selected by, and serve at the pleasure of, the chair of the section. Such officers shall have such powers and duties as the council may from time to time determine.

§3 Ad Hoc Committees
The chair shall have the power, without the need for council approval, to appoint such ad hoc committees as are necessary for the purpose of furthering the objectives of the section.

§4 Members of the Committees
The members of the standing and ad hoc committees shall be selected from the members of the section. The council, may, on recommendation of any standing or ad hoc committee, remove or replace any committee member who shall fail to attend committee meetings.

Article VII
Meetings

§1 Meetings and Notices
There shall be a section meeting at the time and place of the annual meeting of the TBA or at such other time as a substantial member of members will be present. The section may also hold such other meetings as may be called by the council upon notice given to any such members of the section at least 20 days prior to any such meeting. Notice of the meetings shall be given by mail, email or fascimile or in an official publication of the TBA.

§2 Quorum
The members of the section present at any meeting shall constitute a quorum for the transaction of business.

§3 Vote
All binding action of the section shall be by majority vote of the members present.

Article VIII
Fiscal Matters and Reports

§1 Fiscal Year
The fiscal year of the section shall be the same as that of the TBA

§2 Expenditure of Funds
The council shall propose a budget for expenditure of section funds in furtherance of its activities consistent with these bylaws and the bylaws of the TBA. No expenditures of funds in excess of those budgeted may be made nor may any such expenditure obligate the TBA in any financial matter.

§3 4 Annual Report
An annual report of the activities of this section may be submitted to the TBA. In addition, such other reports as may be requested by the Board of Governors or the president of the TBA will be submitted in a timely manner.

Article IX
Miscellaneous Provisions

§1 Tennessee Bar Association
No action of the section shall become effective as the action of the TBA until it is approved by the TBA. All programs, procedures and policies of the section shall be subject to the approval of the Board of Governors of the TBA.

§2 Publications
The Newsletter Committee shall determine and provide for the publication and distribution of a newsletter or other publications of the section in the furtherance of its objectives.

§3 Continuing Legal Education
All continuing legal education programs, shall be conducted in consultation with the Continuing Legal Education Committee of the TBA in order that the TBA may continue to coordinate continuing legal education programs so as to provide the greatest possible benefit to all members of the TBA.

§4 Amendment
The section may propose amendment of these bylaws at any meeting of the section consistent with the bylaws of the TBA by a majority vote of the members of the section present and voting, provided that such proposed amendment shall have been, or shall be approved by a majority of the council. Upon such approval by the section, such amendments shall be presented for approval to the Board of Governors of the TBA and no amendment so adopted shall be effective until so approved.

Approved by the TBA Board of Governors

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Secretary, Tennessee Bar Association Date