TENNESSEE FOLKLORE SOCIETY

BYLAWS

Adopted Oct 2001, Revised Nov 2008, Revised Aug 2009, 
Revised Sept 2012, Revised May 2017, Revised Aug 2024

ARTICLE 1. NAME

This Society is known as the Tennessee Folklore Society. It was originally founded in 1934 and incorporated as a not-for-profit corporation on April 2, 1975.

ARTICLE II. PURPOSE

The Tennessee Folklore Society exists for purposes of documentation, education, and advancement related to the folklore and traditional culture of Tennessee. Activities appropriate to these purposes shall include such efforts as collection, study, publication, media production, exhibition, event sponsorship, preservation, and assistance to folk artists and other bearers of Tennessee traditions. 

ARTICLE III. MEMBERSHIP

Section 1. Qualifications.

Membership shall be held by persons who support the objectives of this organization. Any person may become a member of the Society by paying dues as set by the Board. Membership may be continued by the payment of such dues on an annual basis. No person shall be denied membership on the basis of race, age, sex, religion, ethnicity, or sexual preference. The Board may by resolution, grant membership to persons without requiring the payment of dues. 

Section 2. Membership Categories.

Voting membership categories shall consist of individual membership, joint, membership, and student membership, as defined below. Institutional membership is a non-voting category:

1. Individual membership is available to persons 18 years of age and older. 
2. Join membership shall be available to married couples and domestic partners.

3. Student membership is available to persons under 18 years of age or other individuals actively enrolled in an educational institution.

4. Institutional membership is an additional category lacking voting privileges but qualifying for subscription to the society’s Bulletin, and it is available to any library, organization, or other institution wishing to receive this publication. 

Section 3. Dues.

Membership and subscriber dues in this organization shall be payable annually on a schedule to be determined by the Board. The amount for each classification shall be set and reviewed by the Board of Directors at least every three years. 

Section 4. Powers and Duties of the Members

The members have the power and the duties to elect the Officers and the Members of the Board of Directors from nominees presented by the Personnel Committee of the Board of Directors

1. The members have the power and the duties to nominate additional candidates for the Board of Directors from the floor with the majority vote if a quorum is present at the annual meeting. 

2. The members have the power and duties to request issues to be considered by the Board of Directors upon a majority vote at the annual meeting if a quorum is present at the annual meeting. 

3. Members may attend board meetings expect at times of privilege involving personnel or real estate decisions. 

Section 5. Member Privileges.

Each classification of membership shall receive the. Society’s Bulletin and shall have other privileges as shall be established by the written policies of the Board of Directors. 

Section 6. Membership Meetings

1. The regular meeting of the membership of the organization shall be held annually unless the Board of Directors orders additional meetings which require a thirty day (30) day notice to all members. 

2. The annual meeting of the membership of the organization shall be held between September 15 and November 30 as determined by the Board for the purpose of electing the Board of Directors and deciding questions brought to the membership by the Board. The Board shall bring questions concerning major changes of direction for the organization to the membership for a vote. In addition, any question may be brought to the membership for a vote upon a petition signed by twenty (20) percent of voting members submitted to the Board of Directors at least fifteen (15) days in advance of the meeting. 

3. Special meetings may be called by the President, the Executive Committee or upon a petition signed by forty (40) percent of voting members submitted to the Board of Directors.

4. There shall be one vote per voting member. Members who cannot attend the annual membership meeting may vote by mail in election on a ballot to be provided by the Board prior to the membership meeting. Absentee ballots will be accepted until the end of the day before the annual meeting. Twenty (20) percent of the voting membership shall constitute a quorum at the annual meeting for questions brought to the membership the day of the meeting. 

5. A written agenda for the annual meeting will be sent to members with the notice of the meeting. 

ARTICLE IV. BOARD OF DIRECTORS

Section 1. General Powers.  

The Board of Directors shall have the usual power of the Board of Directors of a membership organization and shall govern and direct the affairs of the organization.  It shall make all policies, rules, and regulations it deems necessary and proper for the government of the organization and for the timely and orderly conduct of its business with its charter and the bylaws. 

Section 2. Composition of the Board of Directors. 

1. The Board of Directors shall be comprised of the organization’s Officers as defined in Article V and other elected Directors, and the total number serving on the Board of Directors shall not be less than 7 or more than 15. 
2. It is the intention of the Society to be active throughout the State, and the Society will strive to maintain a diverse Board with no majority of the Board of Directors from any one Grand Divisions of the State of Tennessee, as those divisions are defined in the Tennessee Code Associated (TCA 4-1-201).
3. The term of office for all new members of the Board of Directors beginning in 2025 shall be three (3) years, and no Director may serve more than two (2) consecutive terms. After a Director has been off of the Board for a minimum of one year, he/she may stand for reelection. 

Section 3. Qualifications

1. Directors must be capable of attending Board meetings regularly. 
2. Directors must be voting members in good standing of the organization. 
3. Directors shall be limited to those individuals who have reached the age of majority (18) and have the capacity to enter into contract. 

Section 4. Nomination of Directors.

Each year the Board of Directors shall nominate sufficient candidates necessary to maintain the Board. 

Section 5. Election of the Board. 

1. Only Board members in good standing may vote for the Directors of the Board.
2. No voting proxies shall be allowed.
3. Voting shall be by written ballot and shall be tabulated and reported at the annual meeting. 
4. The Personnel Committee of the Board shall tabulate the ballot. 

Section 6. Vacancies on the Board of Directors.  

In event of death, resignation, incapacity, or termination of a Director, the President, with the Board of Director’s approval may appoint a member to fill the vacancy. A Director appointed to fill a vacancy shall stand for election at the next annual meeting for a full term. Thirteen months or more is considered a term of office in determining eligibility for re-election. 

Section 7.  Removal from Office. 

1. Any Director may be removed from office by a two-thirds (2/3) vote of the Board with good cause, defined as:

• Failure to attend three (3) successive meetings without good cause. 
• Failure to pay organizational membership dues. 

• Failure to do the work of the Board as assigned and as provided in Board or committee work plans or job description. 

2. Directors will be notified of potential termination and will have the opportunity to be heard by the Board before removal. 

Section 8. Compensation.  

No Director or Officer of the organization shall receive, directly or indirectly, any salary, compensation, or benefit in his capacity as Director or Officer except for reimbursements for any out-of-pocket expenses incurred on behalf of the organization or in defined capacities for specific projects as approved by the Board of Directors and recorded in the minutes. 

Section 9. Board Meetings

1. The Board of Directors shall hold a minimum of four (4) regular meetings during the year, at least one of which shall be held in person, and others of which may be conducted by electronic means. 
2. The majority of the voting members of the Board shall constitute a quorum. 
3. Board members shall each have one vote and no voting by proxy shall be allowed. 
4. A written notice of each meeting, including the agenda, will be mailed by post or electronically at least ten (10) days before each regular meeting. 
5. Special meetings may be called by the President, by one-third (1/3) of the Board of Directors, or by petition of forty (40) percent of the membership.  A written notice must be sent to all Board members at least ten (10) days before the scheduled special meeting. 

Section 10. Conduct of Business Between Meetings.  

The Executive Committee shall transact any business between meetings within policy guidelines established by the Board of Directors. The Executive Committee is not empowered to make or modify Board policy. 

ARTICLE V. OFFICERS

Section 1. Elected Officers.  

The elected executive Officers shall be: President, Vice-President, Treasurer, and Secretary. 

Section 2. Term of Office.  

Officers shall be elected for two (2) year terms and may be re-elected so long as the terms of re-election do not exceed the Director’s Board term limits described in Article IV, Section 2, c.

Section 3. Nominations and Election of Officers.

Nomination and election of Officers shall occur at the annual membership meeting on the same ballot as and by the same means as for that of other Board members as defined in Article IV, Section 5. 

Section 4. Vacancies.

Any vacancy in officer during a terms will be filled by majority vote of the Board of Directors as soon as possible.

Section 5. Removal from Office.

Elected officers shall be subject to removal from office under the same conditions and by the same means as described for removal of other members of the Board of Directors described in Article IV, Section. 7

ARTIVLE VI. DUTIES OF THE OFFICERS

Section 1. President. 

The President presides over meetings of the Board and the general membership, manages Board activities, chairs the Executive Committee, and shall perform such duties as shall from time to time be assigned by the Board of Directors. 

Section 2. Vice President.

The Vice President shall chair the Program Committee for the annual meeting. The Vice-President shall perform the duties of the President in his/her absence and shall become President for the unexpired term in the case of the death, resignation, in capacity, or other termination of the President. 

Section 3. Treasurer.

The Treasurer shall:

1. Keep an itemized record of all of the organization’s receipts and expenditures. 
2. Serve as the Chairperson of the Finance Committee. 
3. Make an analysis of the quarterly financial statement as outlined in the financial policies of the organization and prepare a report of the financial status of the organization for presentation to the Board. 
4. Exercise authority to receive and disburse funds on behalf of the organization, and may delegate that authority only with the approval of the Board.  The Treasurer may only make financial commitments on behalf of the organization as the board determines in it policies. 
5. Make audit arrangements with an independent Certified Public Accountant or accounting firm when deemed appropriate by actions of the Board of Directors. 
6. Deliver to successor within fifteen (15) days after the expiration of term of office, all books, records, and papers requesting a receipt thereof.  Books will be reviewed before a successor begins work in the books. Incumbent will review all materials with successor, orienting successor to policies and procedures currently in place. 

Section 4. Editor.  

The Editor shall:

1. Record, review, and sign accurate minutes of the proceedings of all meetings of the membership, Board of Directors, and Executive Committee. 
2. Keep a file of all committee minutes and reports. 
3. Make minutes and records available upon request of the members of the Board of Directors. 
4. Maintain record books in which the bylaws, special rules of order, standing rules and minutes are entered with any amendments to any of these documents properly recorded.  Also maintain a policy manual of the organization. Have these materials on hand at all meetings of the Board of Directors and Executive Committee. 
5. Keep a file of all financial statements furnished by the Treasurer. 
6. Insure that the organization’s and the Board’s membership rolls are maintained. May call roll if requested by the President. 
7. Sends notice and agendas for meetings. 

ARTICLE VII. COMMITTEES OF THE BOARD

Section 1. Standing Committees.

Standing committees established by these bylaws are: Executive Committee, Finance Committee, Program Committee, Personnel Committee. 

Section 2. Establishment of Committees.  

The Board of Directors shall have the power to establish both additional standing and ad hoc committees to accomplish the work of the Board. 

Section 3. Committee Powers and Charges.  

Committees shall have only such powers as are delegated by the Board of Directors in the written Charge to Committee. Detailed descriptions of Committee charges will be incorporated into the organization’s Policy annual. The Committee charges will be reviewed annually by the Executive Committee. 

Section 4. Committee Membership.

1. Members of the executive Committee shall include the President, Vice-President, Treasurer, and Secretary. The President will chair the Executive Committee. 
2. Members of the Finance Committee shall be the President, the Treasurer, the Secretary.
3. Membership on other committees may include a mix of Board and other qualified persons; however, the chairpersons on the standing committees shall be Board members. 

Section 5. Appointment to Committees and Chairpersonships.

1. Appointment to the Standing Committees shall be made by the President with the concurrence of the Executive Committee.
2. The President and the Committee Chairperson, working together, shall make appointment to the other Committees. 
3. The President will establish the chairpersonship of committees in cooperation with the Executive Committee. With the exception of those designated in these bylaws. 

Section 6. Terms of Office. 

Terms for committee chairpersons and members shall be as the Board directs. Terms of ad hoc committees shall last until the completion of their assigned project or until dissolved by the Board. 

Section 7. Conduct of Committees.

The work of the Committees shall proceed under policies established by the Board. 

ARTICLE VIII. OFFICE AND BOOKS

Section 1. Location.  

The office of the organization shall be located at such place as the Board of Directors may time to time determine. 

Section 2. Books.

There shall be kept at the office of the organization correct books of account for the activities and transactions of the organization, including a minute book which shall contain the Articles of Incorporation, a copy of the bylaws, and all minutes of the Board of Directors and Committees of the Board of Directors. An up-to-date copy of the Policy Manual will also be kept at the organization office. 

ARTICLE IX. FISCAL RESPONSIBILITY

Section 1. Fiscal Year.

The fiscal year shall commence on the first day of July and end on the last day of June.

Section 2. Audits.  

The President shall from time to time order a financial audit through the Finance Committee, which shall select the auditor. Financial audits may also be ordered by a two-thirds (2/3) vote of the Board or by a majority of the members in good standing at other times deemed appropriate. 

ARTICLE X. CODE OF ETHICS

Section 1. Non-discrimination.   

The organization, and its members in the conduct of organizational business, shall maintain policies and conduct free of discrimination on the basis of race, creed, gender, or other personal characteristics, and the organization shall uphold relevant federal and state laws pertaining to equal access and opportunity. 

Section 2. Use of the Name of the Organization.  

The organization shall not allow the use of its name in connection with any activity not under its direct control without the express and prior approval of a majority of the Board of Directors. No officer or member of the organization may claim to represent the organization in any matter unless specifically empowered to do so under the bylaws. 

Section 3. Conflict of Interest.  

No Director of Officer of the organization, or their domestic partners or members of their immediate families, shall receive directly or indirectly any salary, compensation, or benefit in his capacity as Director or Officer except for reimbursements for any out-of-pocket expenses incurred on behalf of the organization or in defined capacities for specific projects as approved by the Board of Directors and recorded in the minutes. 

ARTICLE XI. AMENDMENTS

The bylaws may be amended by a two-third (2/3) vote of the Board of Directors voting at any regular meeting, provided a written notice of intent to amend is provided each member of the Board at least ten (10) days prior to the meeting. 

ARTICLE XII. DISSOLUTION

Upon dissolution of the organization, all of its assets remaining after payment of all costs and expenses of such dissolution shall be distributed to an organization which has a similar or compatible mission to the Tennessee Folklore Society and has qualified for exemption under section 50(c) (3) of the Internal Revenue Code, and none of the assets will be distributed to any member, Officer, or trustee of the organization. Proposal for dissolution and disbursement of assets shall be brought before a meeting of the membership by a majority of the Board of Directors, and it must be approved by a two-thirds (2/3) of the membership votes cast to be enacted.