CADES COVE PRESERVATION ASSOCIATION, INC.
APPROVED BYLAWS – ISSUE 6
The following constitute the Bylaws of the Cades Cove Preservation Association, Inc.
ARTICLE I – Name and Address
A. The name of this corporation shall be the Cades Cove Preservation Association (herein referred to as the CCPA), a nonprofit corporation incorporated in the State of Tennessee. The Officers or Board of Directors shall have the power to designate other names for specific activities and programs as deemed appropriate.
B. The principle address shall be P.O. Box 213, Alcoa, Tennessee 37701. The principle office shall be at the Alnwick Community Center, 2146 Big Springs Road, Maryville, Tennessee in Blount County.
ARTICLE II – Objectives
A. The objectives of the CCPA shall be to preserve, protect, and teach others about the history of Cades Cove, Tennessee by recognizing the sacrifices and contributions of the former residents. These former residents of the area and their real and personal property will be the primary focus of the CCPA. We want to protect the families’ historical, cultural, natural, and scenic resources of today’s Cades Cove with the understanding that we must protect the heritage left by the former residents.
Another goal would be to ensure continued access to the family cemeteries, churches, landmarks, and other historical buildings that document the family histories of Cades Cove.
Other objectives include articulating and advocating the needs and interests of the CCPA before legislative, administrative, and judicial branches of local, state, and national governments.
In addition, CCPA would promulgate policies and conduct activities for the betterment of the Blount County community.
B. Restrictions – All policies and activities of the CCPA shall be consistent with:
1. Applicable federal, state, and local antitrust, trade regulations or other legal requirements; and
2. Applicable tax-exempt requirements including the requirement that the CCPA not be organized for profit and that no part of its net earnings procure to the benefit of any one individual or group of individuals.
ARTICLE III – Membership
A. Qualifications – Membership open to any individual, couple, family, corporation or business that desires to protect and cherish the legacy of the Cades Cove community by investment of their time and/or money. All memberships require a commitment to CCPA’s goals and objectives.
1. Types of memberships
a.Regular membership – Dues paying member with full voting privileges committed to providing support, money or volunteer labor for CCPA projects.
b.Corporate and Organizational membership – Dues paying corporations and/or organizations with full voting privileges and benefits consistent with that of regular membership.
c. Honorary Life membership – Individuals born while their parents were Cades Cove residents with full voting privileges. Surviving spouses of Honorary Life members are entitled to similar status.
d. Lifetime membership – Available for the sum of $650.00.
2.Member in good standing – Member whose membership has been paid for at least the past 3 months.
B.Dues – The Board of Directors of the CCPA shall determine dues structure. Dues shall be non-refundable. Membership fees will be annual and due on date specified by the Board of Directors.
C.Annual Meeting – An annual meeting and other meetings of the membership shall be held at such time and place as determined by the Board of Directors.
1 .Annual meeting shall not be held without a 15 day notice in the local newspaper or notice sent to general membership.
2. In all meetings, Robert’s Rules of Order shall be observed.
D.Quorum – A minimum of ten (10) members present at any duly called general meeting or annual meeting shall constitute a quorum to transact business.
E. Nominations – Nominations can only be made by members in good standing.
F. Voting – In general voting, all attending persons will be allowed to vote. However, if the matter called for a vote becomes close or is a tie, only members in good standing will be allowed to vote. Treasurer will do a roll call vote. One paid membership qualifies for one vote; i.e. a family or corporate/organizational membership qualifies for one vote.
1. For election of Officers and Board members, members in good standing may send proxy votes by mail to CCPA’s P.O. Box, postmarked by January 1 of election year, with the word “ballot” written on envelop, or by attendance at the voting meeting.
G.Suspension – The privileges and benefits of membership shall be suspended sixty (60) days after the membership dues payment date.
H.Reinstatement – Any suspended member may apply for reinstatement. Applications for reinstatement shall be accompanied by full payment of annual dues.
I.Grievance – Any member in good standing can file a grievance against a Board member or Officer by petitioning the Ombudsman (Grievance Coordinator).
J.Proposals / Suggestions for action – Any new or additional proposals or suggestions for CCPA sanctioned actions must be
presented to the Executive Committee (Officers) prior to bringing to the Board of Directors or General Membership.
ARTICLE IV – Board of Directors
A.Governing body – The governing body of the CCPA shall be the elected Officers who have the authority and responsibility for the supervision, control, and direction of the CCPA with oversight provided by the Board of Directors.
B.Composition – The Board of Directors shall be composed of no more than thirty five (35) members. Membership is comprised of Regular and Advisory.
1.Maximum of fifteen (15) and minimum of ten (10) from the regular membership and the five (5) elected officers comprise the Regular Board.
2.Maximum of fifteen (15) Advisory Board members may be specified to advise the CCPA on issues related to the causes of the CCPA but may not be able to attend Board meetings. Could be representatives of governmental agencies i.e. Chamber of Commerce, Blount County Commission, State of Tennessee and the Great Smoky Mountains National Park, etc. Regular membership in the CCPA is not required of Advisory Board members.
C.Election and Term of Office – The Regular Board shall be initially appointed by the officers, thereafter elected at an annual meeting from nominations submitted by a nominating committee appointed by the President or by floor nominations. Ballot is to be set at least two months prior to the annual meeting.
1.Regular Directors shall serve terms of four (4) years.
2.Regular Board members must be members in good standing.
D.Vacancies – Vacancies in the Board of Directors occurring for any reason shall be filled by vote of the remaining Directors for the unexpired portion of the term.
E.Attendance – Absence of any Regular Director from three (3) consecutive meetings of the Board of Directors, without prior notice to any officer, shall create a vacancy in the office of such Director.
F.Meetings – The Board of Directors shall meet upon the call of the President as often as it is necessary to conduct the business of the CCPA. The President will call a meeting if requested in writing from at least two Board members.
1. Meetings shall be held at least quarterly, at a reasonable time and place designated by the President.
2. A minimum of five (5) Regular Board members present (non officers) and a majority of the Officers present at any duly called Board of Directors meeting shall constitute a quorum for doing business.
G.Notice of Meetings – Regular Board members shall receive notice for regularly scheduled and called emergency meetings.
H.Compensation – Officers and Directors of the CCPA shall serve without compensation. However, in the event CCPA secures grant monies for specialized projects, they may receive reimbursement for reasonable out-of-pocket expenses incurred while conducting authorized business on behalf of the CCPA. See Article VII, Fiscal Matters.
I.Rules – The Board of Directors may establish rules that are consistent with these bylaws for the policies, procedures and programs of the CCPA.
J.Resignations – Any Director may resign at any time by personal appearance at any Board meeting or by giving written notice of resignation to any Officer.
K.Grievance – Any Board members in good standing may request a grievance hearing regarding actions of other Board members by petitioning the Ombudsman (Grievance Coordinator).
ARTICLE V – Officers
A.Officers – The Officers of the CCPA shall be President, Vice President, Secretary, Treasurer, and Public Relations Officer. No one person may hold two or more offices simultaneously.
B.Ex-Officio Member – The Officers may recommend employment or appointment of an Executive Director to perform duties and manage other affairs of the CCPA. The Board of Directors must approve the Ex-Officio Member.
C.Election and Term of Office – The Officers shall be elected by members in good standing from nominations submitted by a Nominating Committee or nominations from the floor during the general meeting two (2) months prior to the annual meeting of the general membership.
1. Term of office shall be two (2) years.
2. Term of office shall be limited to two (2) consecutive terms in any one position.
3. See qualifications for voting under Article III, Voting.
D.Qualifications – All Officers must be members in good standing for at least one (1) year. The President and Vice President must be descendants of Cades Cove families. A minimum of one (1) additional Officer, the Secretary, the Treasurer or the Public Relations Officer, must also descend from Cades Cove families. Dues must be kept current and Officers must perform duties assigned to them. A commitment to being a working Officer is required.
E.Vacancies – Vacancies occurring among the Officers for any reason shall be filled by the Board of Directors for the unexpired portion of the term.
F.Resignations – Any Officer may resign at any time by personal appearance at any meeting or by giving written notice of resignation to any other Officer.
G.Grievance – Other Officers or Board members in good standing may request a grievance hearing regarding actions of an Officer by petitioning the Ombudsman (Grievance
1.The President shall be responsible for presiding at all meetings of the organization. The President shall serve as Chair of the Board of Directors, serve as ex-officio member of all CCPA committees except the Nominating Committee, and serve as the Chief Elected Officer of the CCPA. The President shall perform whatever additional duties the Board of Directors may request.
2.The Vice President shall carry out the duties of the President when the President is absent or incapacitated, shall have the same power and duties as the President, when acting in that capacity, and shall perform whatever additional duties the Board of Directors may request.
3.The Secretary shall have charge of such books, documents, and papers as the Officers or Board of Directors may determine.He/she shall be responsible for keeping the official minutes and records of the CCPA. He/she will maintain a notebook of minutes which will be available for review by the membership.
4.The Treasurer shall have custody of all funds, property, and securities subject to such regulations as may be imposed by the Board of Directors. He/she shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements, and shall deposit, or cause to be deposited, all CCPA funds in a depository designated by the Officers. Funds may only be
deposited in institutions which are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation.
1.The Treasurer shall maintain a record, or cause a record to be maintained, containing the names and addresses of all CCPA members in good standing. The Membership Chairperson, if existing, works with the Treasurer to ensure that the names and addresses of all CCPA members are recorded.
2.The Treasurer may elect to delegate some financial duties to a Certified Public Accountant (CPA) following approval of the Board of Directors. If that occurs, the Treasurer is responsible for reporting all financial transactions to the Board during meetings.
3.All treasury (financial) related records shall be open for inspection as provided by law.
5.The Public Relations Officer shall be responsible for documenting the public image of the CCPA. Tasks include notifications of meetings, the writing and distribution of press releases regarding the goals, mission, or actions of the CCPA. The Public Relations Officer shall establish and foster contacts with local, state, and national media outlets for distribution of CCPA materials. The Public Relations Officer shall maintain a scrapbook for all printed media regarding the CCPA.
I.Voting – In the case of a tie on a vote at an Executive Meeting of the Officers, the matter shall be brought before the Board of Directors. A consensus vote from the Board shall serve to break the tie.
J.Any documentation relating to property or security, i.e. deeds, titles, charters, tax papers, etc associated with the CCPA shall be furnished to the Treasurer for safekeeping. Such will be maintained in a CCPA safety deposit box if available.
ARTICLE VI – Committees
A.Executive Committee – The Executive Committee shall consist of the Officers of the CCPA and may meet as deemed necessary to develop policies and propose actions. Officers will make recommendations to the Board of Directors regarding proposed policies and actions.
1.Members must present proposals for policies or actions to the Executive Committee for review prior to presentation to the Board of Directors.
B.Other Committees – Other committees may be designated by the Officers as necessary and appointed by the President. Every committee must have at least one (1) Officer involved with the planning and execution of actions.
C.An Ombudsman or Grievance Coordinator will be appointed by the President. The Ombudsman must be a member in good standing and not an active Officer. The Ombudsman may involve others as required to address and resolve grievances.
ARTICLE VII – Fiscal Matters
A.Fiscal Year - The fiscal year of the CCPA shall be January 1 to December 31.
B.Budget and Expenditures - The Board of Directors shall adopt and periodically review a fiscal policy setting out a formal procedure which shall govern the signing of checks, the obligation of funds, and other significant aspects of the CCPA’s fiscal operation. The fiscal policy shall assure that the CCPA shall have sound financial controls, which are appropriate, under generally accepted accounting principles.
C.Officers or members may seek reimbursement for expenses, if approved prior to any activity occurring. Approval means a budget item appearing on the approved general budget.
a.Approval will be conveyed using the designated request form.
b.Pre-approved long distance travel for benefit of the CCPA is an example of a reimbursable expense. Regular local travel to meetings is not an item for reimbursement.
c.Additions to the general budget must be approved at the next Board meeting.
D.No member shall receive any service or benefit not provided to the general public. Any member shall be entitled to receive reasonable fees for goods or professional services rendered to the CCPA in capacities other than as a member (includes Board membership).
ARTICLE VIII – Indemnification
A.The CCPA shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative by reason of the fact that the person is or was a Director, Officer, Employee, or agent of the CCPA, against expenses
(including attorneys’ fees) judgments, decrees, fines, penalties and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding if the person acted in good faith in a manner he/she reasonably believed to be in or not opposed to the best interests of the CCPA and, with respect to any criminal action or proceeding, the person has no reasonable cause to believe their conduct was unlawful. The termination of such action, suit, or proceeding by judgment, order, settlement, conviction, or upon a pleas of nolo contendere or its equivalent shall not, of itself create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the CCPA and, with respect to any criminal action or proceeding, when the person had reasonable cause to believe their conduct was unlawful.
ARTICLE IX – Statement of Nondiscrimination
A.The CCPA will not discriminate against any person in the hiring of personnel, election of Board members, provision or service to the public, the contracting for or purchasing of services or in any other way, on the basis of race, color, sex, national origin, handicapping condition, age or any other bias prohibited by the law. The policy against discrimination includes, but is not limited to, a commitment to full compliance with Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, and the Age Discrimination Act of 1975, and any subsequent amendments to these statutes.
ARTICLE X – Dissolution
A.Upon the dissolution of the CCPA, the Board of Directors shall, after payment of all liabilities, dispose of all the assets of the CCPA conclusively to such an organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as directed by the Board of Directors and shall, at the time, qualify for exemption under Section 501 (c) (3) of the Internal Revenue Code of 1954.
ARTICLE XI – Amendments
A.These bylaws may be amended, supplemented, or repealed at any meeting of the members of the CCPA by a majority vote of members present, provided the intent of the proposed amendment, supplement, or repeal to the bylaws shall have been set forth in a notice to the Board membership.
Approved Date: March 10, 2007
Out Dated CCPA Bylaws
(see approved dated 1-10-2009)