Bylaws

TVMA Bylaws

The TVMA Bylaws outline our organizational rules. They are shown below or you can click here to download the TVMA Bylaws.

BYLAWS OF THE TENNESSEE VALLEY MEDIATION ASSOCIATION

ARTICLE I: PURPOSE AND AFFILIATIONS

  1-A The principal office of the corporation shall be located in Knox County, Tennessee, or any contiguous county that borders Knox County as determined by the Board of Directors.
     
  1-B The purpose of this association shall be as set forth in the Articles of Incorporation.
     
  1-C Affiliations. The Association may establish and maintain affiliations with other mediation or dispute resolution organizations that promote the peaceful resolution of disputes.
     

ARTICLE II: MEMBERS

     
  2-A Members. The members of this association are individuals who have an interest in the purpose and goals of The Association, are willing to promote its purpose, and are current in payment of annual dues as established by the Board of Directors.
     
  2-B Voting Rights. Each member in good standing shall be entitled to one (1) vote on each matter that is put to a vote of the general membership.
     

ARTICLE III: MEETINGS

     
  3-A Annual Meetings. An annual meeting of the members shall be held, upon notice by the Secretary electronically or in print, no later than April 1 of each year and at such place and time as the Board of Directors shall have determined for the election of Directors and the transaction of The Association business that comes before the annual meeting. The annual meeting of the Board of Directors shall be held immediately following the annual meeting of the members.
     
  3-B Regularly Scheduled Education Meetings. The Board of Directors shall schedule on a regular basis meetings where the primary focus is for the express purpose of education and information sharing on the theory and practice of mediation. When needed, a business meeting may precede or replace the regularly scheduled meeting as determined by the Board of Directors.
     
  3-C Special Meetings. Special meetings of the Board of Directors may be called by the Board of Directors for any purpose to promote or enhance The Association.
     
  3-D Notice of Meetings, For regularly scheduled or special meetings that do not require a vote of the membership, members shall be notified electronically or in print no less than seven (7) days before the meeting. For meetings where a vote of the membership is required, then the members shall be notified electronically or in print no less than fifteen (15) and no greater than sixty (60) days before the meeting.
     
  3-E Quorum. Voting members at any meeting shall constitute a quorum at any meeting. A majority of those present shall carry the quorum.
     
  3-F Voting methods. Where the Board of Directors or other offices are to be elected by the members, such elections may be conducted electronically and by regular mail as determined by the Board of Directors or nominating committee.
     
  3-G Board meeting methods. Board meetings may be held in person or through any electronic method or combination of such methods as the Board chooses.
     
  3-H Rules of Order. The meetings and proceedings of The Association shall be controlled by Robert’s Rules of Order (Revised).
     

ARTICLE IV: ASSOCIATION OFFICERS AND DIRECTORS

     
  4-A Composition. The Officers and Directors of The Association shall include a President, Vice-President, Secretary. Treasurer, and any number of Directors, in addition to the Officers, but not less than three (3) nor more than fifteen (15) to be elected by the voting members of The Association, The Board shall determine the number of Directors above three (3) to be elected and may change the number between Annual Meetings. An elected Association Officer, except Secretary and Treasurer, shall hold no more than one elected office in The Association at a time. The Officers and Directors shall serve until their successors have been duly elected and assume office. The President shall be the official representative of The Association in the activities of The Association on all levels unless delegated to another Association Officer or member.
     
  4-B Election and Term of Office. The Officers and Directors of The Association shall be elected annually by the general members as outlined in Article. Officers are limited to two consecutive terms in office in the same position, but there is no limit on the number of terms a member may serve as an Officer in various positions. The terms of Officers begin at the annual meeting of the Board of Directors.
     
  4-C Qualifications for Office. Any voting member of The Association in good standing shall be eligible for nomination and election to an office of The Association,
     
  4-D Removal. Any Officer or may be removed by the Board of Directors whenever in its judgment the best interest of The Association would be served.
     
  4-E Vacancies. A vacancy in any office for any reason, including the creation of a position between Annual Meetings, may be filled by the Board of Directors for the unexpired portion of the term.
     
  4-F General Powers. The affairs of The Association shall be governed by its Board of Directors.
     

ARTICLE V: DUTIES OF OFFICERS

     
  5-A President. The President shall preside at all meetings of The Association and the Board, and shall serve as an ax-officio member on all committees. The President shall represent The Association at all official functions, except where delegated by the President to another Officer or member. in the Treasurers absence, the President is authorized to sign disbursements. The President shall perform such other duties as are necessarily incident to the office or as may be prescribed by the Board of Directors.
     
  5-B Vice President. The Vice President shall serve for the President in the absence of the President or when so requested by the President. The Vice President shall assume the duties of the President In case of resignation, death, or other cause. The Vice President shall perform such other duties as are Incident to the office or as may be prescribed by The Association Board.
     
  5-C Secretary. The Secretary shall record the proceedings of The Association Board meetings and maintain general correspondence files. In addition, the Secretary shall maintain a log of the voting actions of meetings and will act as The Association’s archivist.
     
  5-D Treasurer. The Treasurer shall ensure that accurate financial records are kept in accordance with standard accounting procedures, and shall be responsible, in conjunction with the President, for the safekeeping of funds in such depositories as are approved by The Association Board. The Treasurer shall submit a written report on the financial standings of The Association when called upon by The Association Board or the President. The Treasurer shall be the principal signatory on all disbursements.
     
  5-E Directors. Directors may serve as Committee Liaisons and perform all duties and related functions as directed by The Association Board of Directors. Directors shall be voting members of The Association Board and their numbers shall be determined by the voting membership. Their standard of conduct shall be as set forth in Tenn. Code Ann, § 48-58-301 to 302
     

ARTICLE VI: COMMITTEES

     
  There shall be such Standing and Ad Hoc Committees appointed by The Association Board of Directors as required to carry on the work of The Association.
     

ARTICLE VII: DUES AND FEES

     
  The Board of Directors, from time to time, will set appropriate annual membership dues and special program fees that will be adequate for conducting the business of The Association. Admission fees may be charged to all attendees, members and non-members, for meetings, special seminars, workshops, and conferences, Fees for Non-members will be assessed at a higher level than for members.
     

ARTICLE VIII: BOOKS AND RECORDS

     
  The Association shall keep correct books and records and shall keep minutes of proceedings of its members, Board of Directors, and committees and said records shall be open to any member in good standing for any purpose at any reasonable time.
     
 

ARTICLE IX: FISCAL YEAR

     
  The fiscal year of The Association shall be the calendar unless determined otherwise by the Board of Directors.
     
 

ARTICLE X: DISPUTES

     
  In the event of a dispute among any members of The Association, including the Board of Directors, every effort will be made to help the persons involved resolve the dispute among themselves and, If that fails, to mediate the dispute. No legal action may be sought by any member or Officer prior to exhaustion of the foregoing process,
     
 

ARTICLE XI: CHANGES TO BY-LAWS

     
  These Bylaws may be altered, amended or repealed and new Bylaws adopted by a majority vote of the Board members present at any meeting called for that purpose, if each Member is given at least fifteen (15) days’ written notice electronically or In print of the proposal to alter, amend, or repeal the existing By-Laws, or adopt new By-Laws, at such meeting.
     
  The undersigned, being the Secretary of the Association, does hereby certify that the above Bylaws are duly adopted by The Association on the 14th day of January, 2002.
     
    Signed, D. Yvonne Webb
    Secretary