ARTICLE I NAME
The name of the Council shall be the World Trade Council of Middle Tennessee.
ARTICLE III POWERS
The Council shall have the power to do all lawful acts necessary or desirable to carry out its purposes consistent with the provisions of Section 501(c) (6) or the Internal Revenue Code.
ARTICLE IV SERVICE OF NOTICE
The address to which the Secretary of State shall mail any notice required by law shall be that of the Secretary of the Council unless deemed otherwise by the Executive Committee.
ARTICLE V AMENDMENTS
These By-laws may be altered, amended, or repealed by a vote of the majority of the Board of Directors at a regular or special meeting, if notice of the proposed alteration or amendment is contained in the notice of the meeting.
ARTICLE VI PURPOSE
The purpose of this Council shall be to initiate, promote, and implement a greater and wider participation in international trade by local business interests; to develop and promote better techniques in the handling of export and import operations; to obtain and disseminate a wider knowledge of all matters pertaining to international trade; to promote a spirit of cooperation among its members towards greater efficiency; to provide a medium for the interchange of information and opinions; to deliver services and advice to those engaged in international trade; to foster and promote fellowship among those engaged in international trade and to otherwise expend effort toward the growth of international trade in Middle Tennessee.
ARTICLE VII MEMBERSHIP
Any individual, corporation, or public or private organization in agreement with the objectives of this Council shall be eligible for membership. Membership of the Council may be eliminated by voluntary resignation, by non-payment of dues or by a majority vote of the membership in the event of a member undertaking any action deemed to be injurious to the interests of the Council. In the case of the latter, the Board of Directors shall afford the accused member ample opportunity for the defense of charges.
ARTICLE VIII DUES
All Matters pertaining to dues shall be left to the discretion of the Board of Directors. Dues collected in October, November or December shall apply for the following fiscal year. The fiscal year shall be the calendar year as noted in article XIII.
Members having paid the prevailing dues in total for the current year shall be considered Members in Good Standing.
ARTICLE IX OFFICERS
The officers of the Council shall be the President, Vice-President, Treasurer, Secretary, and immediate Past President. Any vacancy occurring among the officers shall be filled by action of the Board of Directors.
The President
The President, Vice-President, Treasurer, and Secretary shall be elected by the Board of Directors at a meeting held prior to the end of each year and shall hold office from January 1 for one year or until successors are duly elected or succeed.
The President shall preside at all General or Special Meetings of the members, the Directors and the Executive Committee. The President shall be an ex-officio member of all Council committees. The President shall perform other duties pertaining to the office.
The President shall serve for a term of one calendar year unless a Vice-President is not in office to succeed. In that event the Board of Directors may approve the President serving a second term of office.
The Vice-President
The Vice President shall succeed the President as President in the year immediately following the President's term of office. In the absence of the President the Vice-President shall perform the duties of the President. The Vice President shall perform other duties pertaining to the office.
The Secretary
The Secretary shall keep and distribute minutes of all meetings of the Executive Committee, the Board of Directors, and meetings of the membership where votes are taken. The Secretary shall be responsible for ensuring that accurate and timely filings to local, state, and federal government agencies are undertaken in order to maintain the Council's compliance with prevailing laws and regulations. The Secretary shall also maintain records of such filings. The Secretary shall perform other duties pertaining to the office.
The Treasurer
The Treasurer shall be responsible for the collection and disbursement of funds and shall prepare and submit statements accurately reflecting the financial position of the Council at Executive Committee and Board of Director's meetings. The Treasurer shall maintain a roster of members of the Council in good standing. Good standing is defined as those members who are current with their annual dues. In the absence of the President or the Vice-President the Treasurer shall perform the duties of President. The Treasurer shall perform other duties normally pertaining to the office.
ARTICLE X BOARD OF DIRECTORS
The Board of Directors shall consist of the officers and at least five directors. Directors may be appointed by the Executive Committee or elected at a General Meeting of the Council. Any vacancy occurring among the Board of Directors shall be filled by action of the Board of Directors.
Ex-officio members may be appointed at the discretion of the Board of Directors. Ex-officio Board members shall not be entitled to vote at Board Meetings.
Officers and Directors of the Council shall be eligible for election or appointment so long as they remain Council members in good standing.
ARTICLE XI COMMITTEES
Executive Committee
The Executive Committee shall comprise the officers of the Council. The Executive Committee shall direct the affairs and policies of the Council between meetings of the Board of Directors or in the absence of a quorum thereof. The Executive Committee shall submit a report of actions and decisions taken and minutes of meetings at the next Board of Directors meeting.
Special Committees
The President shall, with approval of the Board of Directors or Executive Committee, appoint such special committees as may be necessary. Such committees shall serve until the end of the current year, or until they are dissolved by action of the Board of Directors, or the Executive Committee, or until their successors are appointed. Special Committees shall not make commitments on matters requiring appropriation of funds or affecting Council policies unless approved by the Executive Committee or Board of Directors.
ARTICLE XII MEETINGS
General Meetings
General Meetings of the membership shall be held each year on a date specified by the Board of Directors and notified to the membership in writing.
Special Meetings of the membership may be called at the discretion of the President or on the written request of three or more Directors or on the written request of 15 or more members. Special meetings of the membership shall be confined to the purpose for which the meeting is called and shall discuss no other business without the consent of at least two thirds of members present.
Twenty-five members shall constitute a quorum at any General Meeting or Special Meeting of the membership. Only members in good standing may constitute a quorum or vote at a General or Special Meeting.
Board of Directors
The Board of Directors shall meet at least four times each calendar year. A majority of Directors shall constitute a quorum at a Board of Directors Meeting.
Committees
The Executive Committee and Special Committees shall meet at the discretion of the President or Committee Chairman. A majority of committee members shall constitute a quorum at a committee meeting.
ARTICLE XIII ELECTIONS
Where required, the election of Directors will be held at a General Meeting by secret ballot. In the event of a tie the President or alternate will have a casting vote.
ARTICLE XIV CONTRIBUTIONS AND DISBURSEMENTS
The ordinary revenues of the Council as determined by the Board of Directors may be augmented by bequest or contribution with the approval of the Directors.
No Committee of the Council shall solicit any contribution of the general public without the prior approval of the Board of Directors.
No disbursement of funds shall be made without the prior approval of the Executive Committee or Board of Directors.
Checks shall be signed by the Treasurer or the President or the Vice President in the absence of the President.
ARTICLE XV FISCAL YEAR
The fiscal year shall be in accordance with the calendar year.
ARTICLE XVI AUDIT OF ACCOUNTS
The Board of Directors shall appoint an auditing committee or firm to examine the books and accounts of the club at the conclusion of each fiscal year and at such other times as the Board may determine.
ARTICLE XVII PARLIAMENTARY RULES
Proceedings of any meetings shall be governed and conducted according to "Roberts Rules of Order"
