ARTICLE I
PURPOSE and AUTHORITY
1.1 NAME and MEMBERSHIP REQUIREMENT
This organization shall be known as
the TENNESSEE EMERGENCY NUMBER ASSOCIATION (TENA)
Its membership shall be open to all
persons of good character who meet the membership requirements of
these By-Laws adopted pursuant thereto.
1.2 PURPOSE
The purpose of TENA shall be to:
1.2(a) Foster the development,
availability and implementation of a universal emergency telephone
number common to all jurisdictions by means of research, planning,
training and education; represent its members before communication
regulatory agencies and policy making bodies as may be appropriate,
and through its efforts strive toward citizens having immediate
access to emergency public safety services to the end that the
safety of human life, the protection of property and the civil
welfare are benefited to the utmost degree.
1.2(b) Aid and assist in the
timely collection and dissemination of information relating to a
universal emergency telephone number.
1.2(c) Prepare, publish and
distribute or cause to be prepared, published and distributed a
publication at regular intervals. This publication shall contain
technical, administrative, operational, training and educational
information considered of interest to the membership of this
Association and to other people who are interested in the field of
public safety emergency communications.
1.2(d) Establish and maintain
an office, if deemed necessary and appropriate, wherein shall be
housed its staff, files, records, equipment and those functions
necessary for the adequate management of the Association’s
activities.
1.2(e) Provide for membership
in this Association in accordance with the language and intent of
By-Laws, which are now and may later be in effect. Membership shall
not be limited other than by classification and good character and
shall have such rights and privileges by classification as may be
provided from time to time in keeping with the state of the
development of the art of public safety emergency communications.
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ARTICLE II
MEMBERS
2.1 MEMBERSHIP DESIGNATIONS
The membership of the Association
shall be divided into the following classes:
ACTIVE and ASSOCIATE
Members shall be admitted in accord
with the classification requirements set forth in this Article.
Membership shall not be denied on the basis of race, color, creed,
national origin, sex, age or numerical limitation. All members are
eligible to serve on committees if appointed.
2.2
ACTIVE MEMBER
The following shall be eligible for
ACTIVE membership in this Association:
2.2(a) Any administrative,
supervisory and telecommunications personnel responsible for
planning, organizing, staffing, directing, controlling and operating
functions required in the design, promotion, construction,
installation, maintenance, command and/or operation of public safety
emergency communications systems who are employed and salaried by
federal, state or local government agency, or an agency
substantially supported by government funds or who serve on the
Board of Directors of an Emergency Communications District or other
“911” agency established in accordance with Tennessee law.
2.2(b) Dues for Active
membership for an entire Board of Directors of an Emergency
Communications District or “911” agency are .0085 x District
population with a ceiling rate of no more than Six Hundred ($600.00)
per District annually. There will also be minimum dues of One
Hundred ($100.00) per District annually.
2.2(c) Only Active Members, who
have been members of TENA for two consecutive years, are eligible to
hold office.
2.3
ASSOCIATE MEMBER
The following shall be eligible for
ASSOCIATE membership in the Association:
2.3(a) Those persons in the
business sector who received the majority of their compensation from
the design, manufacture, sale, service, maintenance, lease, rental
or promotion of equipment or systems which are used or can be used
in public safety emergency systems; and those persons who are
engaged in writing, publishing, advising and consulting in the
public safety emergency communications field or who distribute goods
and represent companies, firms or person including themselves and
other who profit materially from such activities.
2.3(b) Any interested
individuals
2.3(c) The dues for associated
membership are Fifty Dollars ($50.00) annually.
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ARTICLE III
ANNUAL CONFERENCE
3.1 DEFINITION
The annual meeting of this
Association shall be known as the ANNUAL CONFERENCE. The selection
of site(s) and date(s) for the Annual Conference of this Association
shall be the responsibility of a standing committee made up of four
(4) members – one (1) from each of the three (3) regions, appointed
by the President and the 2nd Vice-President. The 2nd
Vice-President shall be the Chairman of the Conference Committee and
the 1st Vice-President shall be the Vice-Chairman of the
Conference Committee. They shall pick the site(s) and date(s) for
the Annual Conference(s) for up to three years in advance. Future
conference sites and dates will be announced at the Annual
Conference. Conference contracts will be brought before the
Executive Board for approval.
3.2 PARLIAMENTARY AUTHORITY
The President’s parliamentary
decision upon the Conference floor shall be final, provided it not
be in conflict with the Conference Rules of this
Association and for other matters pursuant to Robert’s Rules of
Order to the extent practicable.
3.3 MEETING
3.3(a) The Executive Board shall
meet bi-monthly with the schedule decided at the end of each Annual
Conference for the coming year. The President or two (2) Executive
Board Members may call a special meeting of the Executive Board when
deemed necessary provided that a majority of the Executive Board can
attend. Reasonable advance notice of such meetings shall be
provided in writing to all members of the Executive Board.
3.3(b) An agenda will be prepared
for all Board Meetings with space n the agenda to provide any person
in the audience an opportunity to address the Board.
3.4 QUORUM
3.4(a) Conference
The members attending a business
session of an Annual Conference shall constitute a conference quorum
3.5 EXECUTIVE BOARD
A meeting of the Executive Board
shall not be official unless attended by a majority of its members.
3.6 CONFERENCE RULES
Conference rules may be established
by the Executive Board between Annual Conferences or by a majority
vote of an Annual Conference quorum. The conference rules shall be
part and parcel of these By-Laws provided the provisions of By-Laws
Article VIII are waived with respect to the conference rules only.
3.7 ANNUAL CONFERENCE VOTING
Each district or Agency maintaining
Active membership shall be entitled to cast one (1) vote for any
voting issue called at the Conference. Each District shall choose a
voting delegate that shall be the Board Chairman or Director of such
District or their designee. This name shall be listed on the Annual
Conference Registration Form and given to the Executive Secretary
prior to the start of the Annual Conference.
3.8 ANNUAL REPORTING
The Executive Board shall make
available at each Annual Conference a copy of the Annual Audit,
Annual Operating Budget and the Annual Conference Budget for the
membership to review.
3.9 VOTING
All voting matters coming before the
Executive Board shall be by a majority vote except where there is a
required 2/3 majority stated elsewhere in these Bylaws.
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ARTICLE IV
ELECTION OF OFFICERS and REGIONAL BOARD MEMBERS
4.1 NOMINATING COMMITTEE
The President shall appoint the
membership of this Committee. The Committee shall include at least
one (1) member from each of the following geographical sections of
the state:
Region I – East:
The following counties: Anderson, Blount, Bradley, Campbell,
Carter, Claiborne, Cocke, Grainger, Greene, Hamblen, Hamilton,
Hancock, Hawkins, Jefferson, Johnson, Knox, Loudon, Marion, McMinn,
Meigs, Monroe, Morgan, Polk, Rhea, Roane, Scott, Sevier, Sullivan,
Unicoi, Union, Washington
Region II – Central:
The following counties: Bedford, Bledsoe, Cannon, Cheatham, Clay,
Coffee, Cumberland, Davidson, DeKalb, Fentress, Franklin, Giles,
Grundy, Jackson, Lawrence, Lincoln, Macon, Marshall, Maury, Moore,
Overton, Pickett, Putnam, Robertson, Rutherford, Sequatchie, Smith,
Sumner, Trousdale, VanBuren, Warren, White, Williamson, Wilson.
Region III – West:
The following counties: Benton, Carroll, Chester, Crockett,
Decatur, Dickson, Dyer, Fayette, Gibson, Hardeman, Hardin, Haywood,
Henderson, Henry, Hickman, Houston, Humphreys, Lake, Lauderdale,
Lewis, Madison, McNairy, Montgomery, Obion, Perry, Tipton, Shelby,
Stewart, Wayne, Weakley.
4.2 PROCEDURE
4.2(a) This committee shall
report a slate of nominees for 2nd Vice-President,
Treasurer and Secretary along with one (1) regional Board Member per
seat for each of the designated regional Board seats each
even-numbered year. This Committee shall report a slate of nominees
for 2nd Vice-President and one (1) regional Board Member
per seat for each of the designated regional Board seats each
odd-numbered year. Nominees for Regional Board seats must reside or
work with that region. Local District written approval to serve on
the Board of Directors us required for all TENA Board Members
4.2(b) The nominating committee
shall call for nominations for particular offices from the Active
membership and prepare a slate of candidates. Nominations shall be
executed on a standard form as approved by the Executive Board.
Officers shall be elected by secret ballot, in the event of more
that one (1) candidate for a particular office being nominated.
Ballots shall be mailed thirty (30) days prior to the Annual
Conference. Officers must be eligible to hold office in accordance
with the By-Laws Article II, Section 2.1. Ballots shall be counted
at the Annual Conference by the Nominating Committee prior to the
business meeting.
4.2(c) The candidate receiving the majority of votes
will be elected.
4.2(d) Each District maintaining
Active membership shall be entitled to cast one (1) vote for each
office. The votes of each respective region shall determine that
region’s Board members.
4.2(e) Votes may be submitted in
writing, provided that the written votes are received at least seven
(7) days prior to the meeting. Districts may also vote by proxy,
provided that the person casting the vote of a District has a proxy
that is singed by a duly authorized officer of the District.
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ARTICLE V
OFFICERS
5.1 DESIGNATION
5.1(a) Officers – The corporation
shall have five (5) general officers. The officers shall be
President; 1st Vice-President; 2nd
Vice-President; Treasurer and Secretary
5.1(b) Executive Board – The
Executive Board shall consist of the regularly elected officers
currently serving the Association in their designated capacities.
The Executive Director, if there be one, shall meet with and serve
the Executive Board in an advisory capacity, without voting power.
The immediate Past President shall also be a member of the Executive
Board in an advisory capacity with voting power.
5.1(c) The five (5) General Officers
shall hold membership in the National Emergency Number Association
(NENA). The officers will be responsible for their NENA membership
dues.
5.2 TERMS
OF OFFICE
Elected officers shall assume their
duties and authorities upon being installed in office during the
Annual Conference. The office of 2nd Vice-President
shall be for a one-year term, and will succeed to 1st
Vice-President at the next Annual Conference. The office of 1st
Vice-President shall be for a one-year term, and will succeed to
President at the next Annual Conference. The office of President
shall be for a one-year term, and will succeed to Past President at
the next Annual Conference.
5.3 SUCCESSION OF OFFICE
At each Annual Conference, an
investiture will be held wherein the person holding the office of 2nd
Vice-President shall succeed to 1st Vice-President and
the 1st Vice-President shall succeed to the office of
President.
5.4
AUTHORITY and DUTIES
5.4(a) President
The President’s power shall includes
the authority to:
1.
Preside at all meetings of this Association and/or the
Executive Board and serve as Chairperson of the Executive Board.
2.
Carry out the purposes of this Association as set forth in
its By-Laws.
3.
Carry out duties as delegated in this Article, and the
policies duly adopted by the Executive Board.
4.
Appoint all committees to perform tasks deemed necessary
during his/her term of office.
5.
Authorize reasonable and proper expense of any member for the
purpose of specific Association duties.
6.
Call any committee into session at any time
7.
Engage any employer or agent, including an Executive Director
if approved by Executive Board action.
8. Engage legal counsel in accordance with Article X of the
By-Laws if approved by Executive Board action.
5.4(b) 1st Vice-President
It shall be the duty of the 1st
Vice-President to perform all the duties of the President in his/her
absence, or in the event of the President’s inability or refusal to
act. When so acting the 1st Vice-President shall have
all the powers of and be subject to all the restrictions upon the
President.
The 1st Vice-President
shall have such other duties and exercise such other authority as
from time to time may be delegated or assigned by the President or
the Executive Board
5.4(c) 2nd Vice-President
It shall be the duty of the 2nd
Vice-President to perform all the duties of the 1st
Vice-President in his/her absence, or in the event of the 1st
Vice-President’s inability or refusal to act. When so acting, the 2nd
Vice-President shall have all the powers of and be subject to all
the restrictions upon the 1st Vice-President.
The 2nd Vice-President
shall also be a member of the Annual Conference Committee as set out
in Article III, Section 3.1
The 2nd Vice-President
shall have such other duties and exercise such other authority as
from time to time may be delegated or assigned by the President or
the Executive Board
5.4(d) Treasurer
The Treasurer shall have such duties
and exercise such authority as from time to time may be delegated or
assigned by the Executive Board
5.4(e) Secretary
The Secretary shall have such duties
and exercise such authority as from time to time may be delegated or
assigned by the Executive Board
5.4(f) Executive Board
The authority and duties of the
Executive Board include the following:
1. Perform all functions and do all acts which this Association
might do or perform except it shall not have the power to amend the
By-Laws. Its decisions shall be final in matters determined
reasonable and proper.
2. Convene or poll itself by telephone, fax, mail or e-mail.
3. To report at each Annual Conference of this Association all
measures considered during the current year.
4. Make recommendations to the membership at the Annual
Conference on matter published to the membership and/or matters of
which the membership has received notice.
5. Supervise all accounts and expenses of the Association and
review the audit of the accounts of the Executive Director if there
be one.
6. Review, modify as necessary, and approve the proposed budget
of the Association, such budget to show anticipated revenues by
source, anticipated expenses and desired objectives and anticipated
expenses of any projects that are not a part of the regular
activities of the Association.
7. No
member of the Executive Board shall be a paid employee of the
Tennessee Emergency Number Association, Inc.
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ARTICLE VI
REGIONAL BOARD MEMBERS
6.1 QUALIFICATIONS
Only Active members, as defined in
the By-Laws Article II, in good standing, may vote for and hold
elected positions in TENA
6.2 DUTIES
Regional Board Members are empowered
to perform such duties and exercise such other authority as from
time to time may be delegated or assigned by the President or the
Executive Board.
6.3 TERM
Three (3) Regional Board Members
shall initially be elected for a term of two (2) years. The
remaining three (3) Regional Board Members shall be elected for a
term of three (3) years. Subsequent elections of Regional Board
Members shall be for a two (2) year term.
6.4 NUMBER
There shall be two (2) Regional Board
Members from each region, elected by the members of that region.
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ARTICLE VII
VACANCIES and REMOVAL
7.1 VACANCY
Vacancy in the office of 2nd
Vice-President, Treasurer, Secretary and any of the six (6) Regional
Board Member posts shall be filled by majority vote of the Executive
Board, and such approved appointee shall perform his/her duties in
an acting capacity until the term in which he/she is filling
expires. In the case of a 2nd Vice-President’s term
being appointed by the Board of Directors, he/she will not be in
succession to fill the slot of 1st Vice-President,
instead the full membership will vote on a 1st
Vice-President and 2nd Vice-President at the next Annual
Conference. In the case of the President or 1st
Vice-President slot becoming vacant, the succession process will
take place from the 2nd Vice-President, where he/she will
fill the remainder of the term and then serve his/her elected term
by being invested in his/her office for the new term at the Annual
Conference. The Executive Board will give 30 days written notice of
vacancy to membership regarding the vacant Board of Directors
position. After proper notice the Board of Directors will vote
by secret ballot on a
replacement at a regularly scheduled Board meeting.
7.2 REMOVAL
A two-thirds majority vote of the
Active membership present at the Annual Conference, or at a special
meeting, shall be required for the removal of an officer from office
of this Association.
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ARTICLE VIII
AMENDMENTS
These By-Laws, or any part thereof,
may be amended, repealed, or new By-Laws adopted by a majority of
the votes cast by the members attending the Annual Conference. Any
proposed amendment shall be published and distributed to all members
of this Association no less than thirty (30) days before the Annual
Conference for consideration.
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ARTICLE IX
BONDS
The Board of Directors shall be
bonded as stipulated by the Executive Board. Estimates of the value
of the treasury are to be made at the Annual Conference and each
officer and the Director identified above are to be bonded to that
level at a minimum.
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ARTICLE X
EMPLOYMENT OF COUNSEL
Counsel shall be employed upon a
recommendation by the President and approval of Executive Board for
the purpose of providing legal advice to the Association and for the
preparation and presentation of matters before governmental bodies
as desired by the Association. The Executive Board shall stipulate
the legal fees and expenses.
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ARTICLE XI
GRANTS and CONTRIBUTIONS
The President of this Association or
any member designated by him/her may make application to any
organizations, corporations, agencies, groups or persons for grants
or contributions of funds or property for carrying out general or
specific purposes of this Association.
No application shall be made to , or
contributions received from, any person or agency, except after a
determination by the Executive Board that a grant or contribution to
the Association would be motivated by the desire to further the
purposes of the Association and not to derive personal benefit or
privilege to the donor.
Any grant or contribution to the
Association shall be credited to its general fund unless under the
terms thereof a special fund is prescribed. The budgeting, receipt,
custody and disbursement of any such grant or contributions shall
follow the procedure defined for general funds of this Association,
unless provided otherwise in the terms of the grant and contribution
and agreed to by the Executive Board.
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ARTICLE XII
RETENTION OF PROPERTY INTEREST
All right, title and interest both
legal and equitable, in and to property of this Association shall
remain in the trust of a member or employee shall be returned
immediately to the Association in the event of his/her death,
resignation, suspension or expulsion.
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ARTICLE XIII
DISBURSEMENT OF ASSETS UPON DISSOLUTION
Should TENA, Inc. be dissolved, all
assets shall be distributed to an organization or organizations of
similar purpose as selected by a two-thirds majority vote of an
Annual Conference quorum, or by the Executive Board if between
Annual Conferences.
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