Article One: Offices
Section 1. The principal office of the Corporation in the State of Tennessee shall be in Rutherford County. The Corporation may have such other offices as the Board of Trustees shall determine or as the affairs of the Corporation may require.
Section 2: The Corporation shall have and maintain in the State of Tennessee a registered office and a registered agent. The registered office may be, but need not be, identical with the principal office. The address of the registered office may be changed from time to time by the Board.
Article Two: Non-profit purpose
Section 1: The Corporation shall be organized as a 501(c)3 public benefit corporation to recognize individuals who have made significant contributions to the profession and practice of journalism in Tennessee. This may be accomplished through a physical facility, virtual presence, or both.
Section 2: Criteria for selection to such Hall shall be subject to Board approval.
Article Three: Board of Trustees
Section 1: The affairs of this Corporation shall be conducted and managed by the Board of Trustees (herein referred to as the "Board").
Section 2: The number of Trustees shall be determined by the Board, but at no time shall be less than 15 and more than 30
Section 3: Membership. A majority of the members of the Board shall be elected from the membership of the Tennessee Press Association, the Tennessee Association of Broadcasters, the Society of Professional Journalists, and from the College of Mass Communication at Middle Tennessee State University. Those entities may nominate representatives and the Dean may designate a representative or representatives subject to approval of the Board. Remaining members shall be elected by the Board and may include citizens and leaders in business and government
Section 4: Terms. Trustees shall serve three-year terms, except that original Trustees shall be appointed to staggered terms of one, two, and three years to ensure continuity of leadership. Subsequent election shall be for three years. Terms shall be based on the Corporation's fiscal year. Trustees may serve a maximum three full three-year terms.
Section 5: Voting. Trustees elected to represent institutional or professional associations may designate a proxy for voting purposes at any meeting so long as notice is given to the President in advance of any meeting the member is cannot attend.
Section 6: Vacancies. Members may resign by delivering a written resignation to the President or Secretary of the Board. All vacancies shall be filled by the Board and shall be for the remainder of the Trustee's term. Any member may be replaced, when, in the opinion of two-thirds of the Trustees present and voting, replacement is justified. Any member subject to replacement shall be given 10 days notice in writing.
Section 7: Compensation. Members of the Board shall receive no compensation except that actual expenses may be reimbursed when approved by the Board.
Section 8: Executive Committee. An Executive Committee of the Board will consist of the President, Vice President, Secretary, Treasurer, Immediate Past President, and two Trustees selected by the President and approved by the Board. The Executive Committee shall function between official meetings of the Board and shall have such powers as authorized by the Board. The President may convene an Executive Committee meeting at the President's discretion or upon the request of two members, if all members of the executive committee are given notice. Any action taken by the Executive Committee between Board meetings shall be reported to the Board, ratified at the next meeting, and recorded in the Board minutes.
Section 9: The Board shall have the power to authorize employment of staff, contract for services, and set compensation.
Section 10: The Board shall have the power to establish any other Board committee deemed necessary to carry out the organization's mission. Committees may include non-members when appropriate.
Article Four: Meetings.
Section 1: The Board shall meet at least two times a year.
Section 2: A simple majority of the Board shall be necessary and sufficient to constitute a quorum and to transact business.
Section 3: Special meetings may be held at the call of the President or at the request of five Trustees, so long as notice is given not less than 10 days before such meeting. Notice may be waived if approved by a majority of Board members.
Section 4: The Board may adopt a policy authorizing electronic participation in meetings.
Section 5: The Board may adopt a policy authorizing votes to taken via email, regular mail, or facsimile, but all votes shall be reported at the next meeting and recorded in the minutes of same.
Section 6: The Board shall keep minutes of its meetings and a full account of its transactions.
Article Five: Officers
Section 1: The officers of the corporation shall consist of a President, Vice President, a Secretary, a Treasurer, and Immediate Past President, except that the offices of Secretary and Treasurer may be held by the same Trustee at the discretion of the Board.
Section 2: The Board shall elect officers and define the duties of such officers.
Section 3: Officers shall be elected for two-year terms based on the fiscal year of the corporation.
Section 4: The Board may create other offices as may be necessary.
Section 5: In the event of the resignation, removal, or incapacitation of the President, the Vice President shall succeed to the office of President for the duration of the existing term. Other vacancies shall be filled by the Board.
Article Six: Amendments
Section 1: The Board may approve any amendment to these Bylaws at any meeting of the Board at which notice of the substance of such change shall have been given with the notice 10 days in advance of such meeting. Such amendment shall become effective on the approval of two-thirds of the Trustees present and voting.
Article Seven: Miscellaneous
Section 1: The fiscal year of this corporation shall begin on the first day of July in each year and end on June 30.
Section 2: All checks and notes of this corporation shall be signed by such officers, employee or employees as the Board shall from time to time designate. No checks shall be signed in blank.
Tennessee Journalism Hall of Fame, Inc.