Bylaws

Corporate Counsel Bylaws

Article 1
Name

This section shall be known as the In-House/Corporate Counsel Section of the Tennessee Bar Association (TBA), hereinafter referred to as the “section.”

Article II
Purpose and Duties


The purpose of the section shall be

(a) To further the knowledge of the members of the section in legal issues impacting in-house/corporate counsel,

(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, when called upon by the Board of Governors of the TBA, 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 make recommendations to the Board of Governors.

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 thereof.

Article III
§1 Membership


Any member of the TBA, upon proper application accompanied by advance payment of annual section dues for the current year shall be enrolled as a member of this section. The term of membership in the section shall be for one year.

§2 Dues

The annual dues of the section shall be $25 payable to the TBA at its headquarters in Nashville. Annual dues shall be paid in advance and are payable on the first day of July 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 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 and the accumulation of these funds shall be used solely for the activities of the section. The expenditure of these funds shall be subject to approval by the Board of Governors of the TBA.

Article IV
Executive Committee

§1 Duties
An executive committee shall govern the section. The executive committee shall assist the Board of Governors in matters relating to the section and all other matters referred to the Executive Committee by the Board of Governors. The Executive Committee shall supervise and direct the affairs and policies of the section, subject to and in accordance with these bylaws, policies of the Board of Governors, and the rules and regulations of the TBA.

§2 Members
The executive committee shall consist of 10 members appointed by the Board of Governors: chair, chair-elect, secretary/treasurer, newsletter committee chair, and two representatives from each grand division of the state. The BOG may, in its discretion, appoint to the executive committee persons nominated by the section. Nominations for such appointments may be made by the executive committee acting as a nominating committee or by petition signed by at least 15 members of the section. Petitions for such nominations shall be submitted to the executive committee on or before March 1 of each year. Each member of the executive committee shall receive no compensation for services.

§3 Term of Office
The term of each officer commences upon their election and continues until a qualified successor is elected.

§4 Meetings
Meetings of the executive committee may be called by the chair or by a majority of the members of the executive committee. Written notice of such meetings shall be mailed to members of the executive committee at least 15 days prior to such meeting or shall be given by telephone at least three days prior to such meeting. At meetings of the executive committee, 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 this section shall be a chair, vice chair who shall also be the chair-elect, and a secretary/treasurer.

The executive committee shall appoint the initial chair, vice chair and secretary. Thereafter, within a period of 90 days preceding the TBA annual convention, the executive committee shall elect a chair, one or more vice chairs, secretary and treasurer from among the committee members who shall at the time of assuming such office have served at least one year as a member of the committee.

The newly elected chair, vice chair and secretary shall assume the duties of their respective offices on the last day of the annual convention of the TBA following their election, and shall continue in office until their successors are elected and assume office. In the event of vacancy among officers, the executive committee may elect a successor to fill the unexpired term.

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

The vice chair shall perform all the duties of the chair during later absences or inability to act, and when so acting shall have all the powers of the chair and be subject to all the restrictions upon the chair.

The secretary/treasurer shall keep minutes of meetings of the section and executive committee and make suitable arrangements for annual 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 the following standing committees:

(1) Uniform Commercial Code

(2) Tort and Insurance

(3) CLE
The executive committee shall have the power to create other standing committees from time to time and such other standing committees shall serve at the pleasure of the executive committee.

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

§3 Ad Hoc Committees
The chair of the executive committee shall have the power, without the need for executive committee 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 executive committee may, on recommendation of any standing or ad hoc committee, remove or replace any committee member who shall fail to attend three consecutive committee meetings.

Article VII
Section Meetings

§1 Meetings and Notices

There shall be a section meeting at the time and place of the TBA annual convention. The section may also hold such other meetings as may be called by the executive committee upon notice given to the members of the section at least 20 days prior to the meeting. Notice of the meetings shall be given by mail 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

Fiscal year of the section shall be the same as that of the TBA.

§2 Disbursements
No invoice, statement or other evidence of expenditure on behalf of the section shall be forwarded to the secretary/treasurer of the section or the treasurer of the TBA for payment without having been approved by the chair or the secretary/treasurer.

§3 Expenditure of Funds
The executive committee shall determine and approve expenditure of funds of its activities consistent with these bylaws and the constitution of the TBA, provided, however, that no expenditures of funds in excess of those actually on hand may be made nor may any such expenditure obligate the TBA in any financial matter.

§4 Annual Report
An annual report of the activities of the section shall be submitted to the Board of Governors and the president of 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 activity of this section shall become effective as the action of the TBA until the TBA approves it. Any resolution adopted or action taken by this section may come on request of the section, be reported by the chair of the section to the governing body of the TBA or to the annual meeting of the TBA for action thereon. 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 executive committee may 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, except such publications as the section may be authorized to publish, 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 such association.

§4 Amendment
These bylaws may be amended at any annual meeting of the section consistent with the constitution and 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 executive committee. 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.

§5 Authentication
These bylaws were approved by the TBA Board of Governors in _____________, 2000.