Sullivan South Area Community Chest

SULLIVAN SOUTH AREA COMMUNITY CHEST
SSACC P.O. BOX 5553
KINGSPORT,TN 37663

Welcome to Our Website,

Please consider a donation yourself, or through your employer,

or donate your time to one of the many organizations we help.

Our Mission Statement and Vision Statements are listed to the right,

and if you'd like to know more of the specific details,

our Bylaws are listed below:

Bylaws of Sullivan South Area Community Chest
(As Amended May 1996, June 2009)

ARTICLE I
Members

    •    MEMBERSHIP.   Any person age eighteen (18) years or over, who contributes money or other property valued at one dollar ($1.00) or more to this corporation shall be a member for the year of such contribution. T.C.A. 48-56-101; 48-56-102.

    •    TERMINATION OF MEMBERSHIP. Failure of any member to contribute to the corporation during any fiscal year of the corporation shall automatically terminate his or her membership. Upon making a contribution to the corporation, membership shall automatically be reinstated.

    •    WITHDRAWAL FROM MEMBERSHIP.   Any member of this corporation may resign at any time. T.C.A. 48-56-301.

    •    EXPULSION FROM MEMBERSHIP. The Board of Directors may expel any member of this corporation by a majority vote at any meeting of the Board of Directors, provided the Board of Directors has first held a hearing on the complaint filed against the member and given the offending member full opportunity for vindication. The procedure for expulsion must be fair and reasonable and carried out in good faith. T.C.A. 48-56-302.

MEETINGS. The annual meeting shall be held in the month of December of each year. The Board of Directors may designate any location in the Sullivan South Community Chest (SSACC) Service Area for the annual meeting or for any special meeting called by the Board of Directors. T.C.A. 48-57-101.

Special meetings of the members may be held at any time upon the call of the President, Board of Directors, or pursuant to law. T.C.A. 48-57-102.

    •    NOTICE OF MEETINGS. Written notice stating the place, date, and time of the annual meeting shall be communicated at least ten (10) but not more than sixty (60) days before the date of the meeting. The notice shall state the purpose or purposes for which the meeting is called. T.C.A. 48-57-105; 48-51-202(b).

    •    VOTING RIGHTS. Each member shall be entitled to one vote on each matter voted on by the members. If a quorum exists, action on a matter is approved if the votes cast favoring the action exceed the votes cast opposing the action. T.C.A. 48-57-202; 48-57-204; 48-51-201(l).

    •    QUORUM AND ADJOURNMENT. Ten percent (10%) of the membership eligible to vote and present in person at any public meeting of members shall constitute a quorum. T.C.A. 48-57-203.

    •    PROCEDURE.   At all meetings of the members, the President, or in his absence, the Vice President, or a presiding officer chosen by the meeting shall preside, and the Secretary, or in his absence a person appointed by the presiding officer, shall act as Secretary of the meeting and keep a record of the proceedings.   The rules contained in the most recent edition of Roberts Rules of Order shall be followed in deciding all questions of parliamentary procedure.

ARTICLE II
Board of Directors
1.   AUTHORITY. The affairs of the corporation shall be managed by or under the direction of its board of directors. T.C.A. 48-58-101(b).
    •   TERM AND NUMBER. The terms of the offices of the directors shall be staggered. Each Director shall be elected for a three (3) year term; however, terms shall be staggered such that only one-third (1/3) of the board members' terms shall expire every year.   There shall be no less than eighteen (18), but no more than twenty-four (24) board members. T.C.A. 48-58-103; 48-58-106.
    •    The number of Directors may be changed by due and proper amendment to these bylaws; however, it shall never be fewer than three (3). T.C.A. 48-58-103.

    •    QUALIFICATION AND ELECTION. Directors shall be eighteen (18) years of age or older. Directors must be members of the corporation. T.C.A. 48-58-102. At each annual meeting of the Board of Directors, at which a quorum is present, the Board of Directors shall elect successors to the directors whose term shall expire in that year. T.C.A. 48-58-104.    Despite the expiration of a director's term, the director continues to serve until his successor is elected and qualified. T.C.A. 48-58-105(d).

    •    MEETINGS. The Board of Directors shall set the time and place of the regular meetings of the Board of Directors. The December meeting shall be the annual meeting of the Board and shall be held immediately after and at the same place as the annual meeting of the members.   The President or any two (2) or more directors may call special meetings of the Board of Directors. T.C.A. 48-58-201.

    •    EXPECTATIONS. Active members of the Board of Directors are expected to attend the meetings, support the programs of the corporation generally, and actively support the corporation in its fund raising endeavors. Any member who misses over fifty (50) percent of the meetings of the active board for two (2) consecutive years shall be dropped from the active board of directors by proper vote of a majority of the directors then in office. T.C.A. 48-58-108(i).

    •    NOTICE AND WAIVER OF NOTICE OF DIRECTORS' MEETING. All regular board meetings may be held without notice. T.C.A. 48-58-203(a). The Secretary shall notify each Director of each special meeting by giving at least twenty-four (24) hours notice to each director of the date, time, and place of the meeting. T.C.A. 48-58-203(b).

    •    QUORUM AND VOTE. The presence of one-third (1/3)of the members of the Board of Directors before a meeting begins shall constitute a quorum for the transaction of business. T.C.A. 48-58-205(a).   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.   T.C.A. 48-58-205(b).

    •    PROCEDURE.    At all meetings of the Board of Directors, the President, or in his absence, the Vice President, or a presiding officer chosen by the meeting shall preside, and the Secretary, or in his absence, a person appointed by the presiding officer, shall act as Secretary of the meeting and keep a record of the proceedings.   The rules contained in the most recent edition of Roberts Rules of Order shall be followed in deciding all questions of parliamentary procedure.

    •    ACTION BY CONSENT. Whenever the directors are required or permitted to take any action by vote, such action may be taken without a meeting.   If all directors consent to taking such action without a meeting, the affirmative vote of the number of directors that would be necessary to take such action at a meeting shall be the act of the directors. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken. T.C.A. 48-58-202.

ARTICLE III
Officers

    •    NUMBER.   The corporation shall have a President, Vice President, Secretary and Treasurer, and other officers as the board of directors shall from time to time deem necessary. Any two or more offices may be held by the same person, except for the offices of president and secretary. T.C.A. 48-58-401(d). Officers must be members of the corporation.

    •    ELECTION AND TERM. The officers shall be elected by the board of directors. T.C.A. 48-58-401(a). The officers of the corporation shall hold office from the time of their election until the annual meeting of the Directors to be held in December. In the event of failure to elect officers on the day designated, the officers shall hold over and continue to perform their duties as such until their successors are elected and qualified. Officers may be elected for successive terms.

    •    POWERS AND DUTIES. All officers shall have such authority and perform such duties in the management of the corporation as are normally incident to their offices and as the board of directors may from time to time provide. T.C.A. 48-58-402 .

    •    President:
    •    Functions. The President will:
    •    Be the chief executive officer of the corporation and chair the Executive Committee.
    •    Perform other duties outlined in the policies and other duties that arise.
    •    Be a full voting member of all committees.

    •    Vice President:
    •    Functions. The Vice President will:
    •    In the absence of the President, have all the power and shall perform all of the duties of the President.

    •    Secretary:
    •    Functions: The Secretary will:
    •    Record the minutes of all meetings and proceedings of the Board of Directors and of the members and authenticate the records of the corporation. T.C.A. 40-58-401(c).
    •    Perform other duties assigned by the Board of Directors or President.

    •    Treasurer:
    •    Functions: The Treasurer will:
    •    Have charge and custody of all funds of this corporation
    •    Deposit funds in banks or other depositories designated or approved by the Board of Directors or President.
    •    Prepare annual financial statements including a balance sheet as of the end of the fiscal year and an income statement for that year. T.C.A. 48-66-201.
    •    Perform other duties outlined in the policies or as assigned by the President.

ARTICLE IV
Resignation, Removals, and Vacancies

    •    RESIGNATIONS.   Any officer or director may resign at any time by giving notice to the corporation. Any such resignation shall take effect at the time specified therein, or, if no time is specified, then upon its delivery.     T.C.A. 48-58- 404(a); 48-58-107.

    •    REMOVAL OF DIRECTORS. The Board of Director may remove any director either with or without cause by a vote of two-thirds (2/3) of the directors then in office. T.C.A. 48-58-108(h)     Each director shall be given at least seven (7) days written notice that the removal will be voted upon at a directors' meeting unless notice is waived.

    •    REMOVAL OF OFFICERS.   The Board of Directors may remove any officer at any time with or without cause. T.C.A. 48-58-404(b).

    •    VACANCIES.   The Board of Directors may fill any vacancies on the Board of Directors that occur for any reason. T.C.A. 48-58-111.

ARTICLE V
Salaries

All elected officers and Directors of this corporation shall serve without remuneration.

ARTICLE VI
Committees

    •    EXECUTIVE COMMITTEE:
    •    Number and Term of Office. The Board of Directors may elect up to four members from the Board of Directors or membership of the corporation, who, together with the President, Vice President, Secretary, Treasurer and immediate Past President, will constitute an Executive Committee. The members of the Executive Committee shall hold office as such from the time of their election until the annual meeting of the board of Directors and until their successors are elected, unless removed by a majority of the vote of the whole Board of Directors or unless they shall cease to be members of the corporation.

Vacancies in the Executive Committee shall be filled by the Board of Directors, but in the interim between meetings of the Board of Directors, such vacancies may be filled by the Executive Committee.

    •    Powers and Duties. The Executive Committee shall have all the powers and duties of the Board of Directors in the interim between board meetings in managing the business of the corporation except as limited by these bylaws, by specific instructions of the Board of Directors, and/or by law. T.C.A. 48-58-206(e). The Executive Committee shall not have power to:
    •    elect or remove Directors
    •    remove from office members of the Executive Committee nor any officers elected by the Board of Directors
    •    adopt, amend, or repeal the Charter or Bylaws
    •    approve dissolution or merger
    •    approve the sale, pledge or transfer of substantially all of the corporation's assets.

The Executive Committee shall record full and complete minutes of its meetings and shall submit the same to the Board of Directors at the next meeting of Board after any meeting(s) of the Executive Committee.   The minutes of all meetings and proceedings of the Executive Committee shall be filed with the minutes of the corporation.

    •    Quorum.   A majority of all the members of the Executive Committee shall constitute a quorum. An affirmative vote of a majority shall be necessary to pass any resolution or take any action. Any action taken by the Executive Committee shall be filed with the minutes of the corporation.

    •    Presiding Officer. The President shall be the presiding officer of the Executive Committee.

    •    FINANCE COMMITTEE:
    •    Number and Term of Office The Budget Committee shall consist of not less than five (5) members.   The members of the committee shall be appointed by the President and shall hold office for one (1) year or until a successor is appointed and qualified.

    •    Powers and Duties. The Budget Committee shall be responsible for reviewing the funding requests from agencies and for recommending the annual budget to the Board of Directors. This Committee shall be responsible for reviewing the financial reports of the corporation and shall advise the Board of Directors of any actions that appear necessary or expedient.

    •    Presiding Officer. The Vice President shall serve as chairman of the Budget Committee and shall serve for one year and until his successor has been appointed. A secretary shall be appointed for this Committee and shall be responsible for keeping a record of the actions of this committee.

    •    NOMINATING COMMITTEE. The primary function of the Nominating Committee shall be to recommend the names of qualified candidates to be placed on the ballot for election to the Board of Directors at the annual meeting of the Board of Directors held in December of each year. The President shall appoint a committee of not less than five (5) members of the corporation to serve on the Nominating Committee. The President shall designate the Chairman of this committee. Additional nominations may be made from the floor by any member present in person at the annual meeting.

    •    OTHER COMMITTEES. The President shall be empowered to appoint such other committees as are necessary to carry out the work of the organization.

    •    TERM OF APPOINTMENT. All appointed committee members for which termination of office is specifically provided in these bylaws shall continue to serve until discharged by the Board of Directors or the President.

    •    PROCEDURE.   Committees may establish their own rules of procedure that are consistent with these bylaws or the instructions of the Board of Directors. Special meetings shall be held whenever called by the chairman or any two committee members. The chairman shall notify each committee member of each special meeting.

ARTICLE VII
Liability and Bonding

    •    CONTRACTS, DEBTS, AND LIABILITY.   No officer, committee, member of the corporation, or other person shall contract, incur any debt in behalf of the corporation, or in any way render it liable unless authorized by the Board of Directors or Executive Committee.   No officer, committee or member of the corporation is authorized to promise moral or financial support of any charitable or other objective without approval of the Board of Directors, the Executive Committee, or vote of the corporation.

    •    IMMUNITY OF MEMBERS.
    •    The corporation will indemnify all officers and directors of the corporation to the full extent permitted by the Act and may indemnify other persons acting for and on behalf the corporation. The Corporation shall purchase insurance to indemnify officers, and directors of the Corporation, and other persons as determined by the Board of Directors.

BONDING. Any officer, Board or committee member or members, employee or other person so designated, may be required by the Board of Directors or Executive Committee to give a bond in such form as shall be satisfactory to the Board of Directors or Executive Committee for faithful performance of his duties. The cost of bonding shall be paid by the Chest.

ARTICLE VIII
Reports

The Corporation shall deliver to the Secretary of State an annual report as required by law.      T.C.A. 48-66-203.     The Treasurer shall prepare annual financial statements including a balance sheet as of the end of the fiscal year and an income statement for that year. T.C.A. 48-66-201.

ARTICLE IX
Records

The Corporation shall keep minutes of all meetings of its members, board of directors, and committees.   The corporation shall maintain appropriate accounting records and records of its members as required by law. T.C.A. 48-66-101.

ARTICLE X
Fiscal Year- The Board of Directors shall fix the fiscal year of the corporation.

ARTICLE XI
Amendment of Bylaws

The Board of Directors may amend or repeal the corporation’s bylaws by an affirmative vote of two-thirds (2/3) of those directors present, without the consent or vote of members of the corporation. This action, however, may be altered, amended, or repealed by the members of the corporation. The corporation shall provide public notice of any meeting of directors at which any bylaws change is to be approved. Public notice must be given at least 30 days but not more than 60 days before the meeting.   The notice shall state that the purpose of such meeting is to consider bylaws changes and shall contain a copy or summary or state the general nature of the proposed changes. T.C.A. 48-60-201.

The members of the corporation may repeal, alter, or amend bylaws changes made by the Board of Directors at any annual meeting or at any special meeting provided that notice of the meeting specifically included the bylaws changes. Any proposed amendment, repeal or alteration to the bylaws by the members shall be approved by two-thirds (2/3) of the votes cast or a majority of the voting powers, whichever is less. T.C.A. 48-60-202 (b).

ARTICLE XII
Dissolution

In the event of dissolution, the residual assets of the organization will be turned over to one of more organizations which themselves are exempt as organizations described in sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future Internal Revenue Code, or to the Federal, State, or local government for exclusive public purpose.

CERTIFICATION

Approved by the Board of Directors, as amended, this _____ day of ______, 2009.

-s- /

Mission
To meet area community health, human services & infrastructure needs by redistributing donated funds, and to oversee Southview Park and its assets.

Vision
To responsively fill gaps & meet needs in physical & mental health services and to fund United Way & other area organizations, agencies, and schools- with accountability.