Bylaws of The Bays Mountain Park Association
Approved: April 10, 2023
ARTICLE I – NAME AND DEFINITIONS
SECTION 1: The name of this organization shall be The Bays Mountain Park Association. Hereinafter, this will be shortened to “the BMPA”. Additionally, the Board shall be authorized to register other names as approved with the State of Tennessee.
SECTION 2: Throughout these Bylaws, words importing a masculine gender shall include feminine and neutral.
ARTICLE II – PURPOSES, PERSONNEL, FUNDING AND OPERATIONS
SECTION 1: PURPOSE – The BMPA is a 501(c)(3) with the purpose of supporting Bays Mountain Park (hereafter referred to as “the Park”) through volunteer efforts and financial assistance, working with the Park staff and the Bays Mountain Park Commission (hereafter referred to as “the Commission”) to help maintain the integrity and quality of the Park.
SECTION 2: PERSONNEL – The purpose and programs of the BMPA shall be carried out by its volunteers. The BMPA may hire employees to assist with administration and programs.
SECTION 3: FUNDING – Funds for the BMPA may be obtained from donations, BMPA program or event fees, merchandise sales, or other fundraising activities. Funds may also be accrued from interest/dividends earned on financial accounts held by the BMPA.
ARTICLE III – OFFICERS
SECTION 1: PERSONNEL – The BMPA Board of Directors Officers shall consist of a President, a President-Elect, a Past-President, a Secretary, a Treasurer, and a Park Representative. The Park Representative shall serve ex-officio and shall be appointed by the President and approved by the Board upon the recommendation of the Park Director.
SECTION 2: ELECTION – With the exception of the Park Representative, officers shall be elected by a majority of the Board in a meeting prior to the start of a new fiscal year. A slate of nominees shall be submitted by the Nominating Committee.
SECTION 3: TERM OF OFFICE – Board Officers (President-Elect, President, and Past-President) are elected to serve for one 2-year term as defined in Article VI, Section 1 of these Bylaws, for each position. Each term will run consecutively. If circumstances arise that a President must relinquish the role, the President-Elect will assume the remainder of the relinquished term and will be eligible for the remainder of their 2-year term as President. If such an instance were to occur, a new President-Elect will be elected by the Board of Directors at that time. Treasurer and Secretary positions have no limits on consecutive terms of service and are encouraged to be non-rotating positions on the Board of Directors to maintain continuity.
SECTION 4: DUTIES – The powers and duties of the Officers shall be as follows:
A. PRESIDENT – The President shall be the executive officer of the BMPA and the Board of Directors. He shall be an ex-officio member of the Bays Mountain Park Commission and all committees of the BMPA. With the approval of the Board of Directors, he shall name the appointed Nominating Committee members and designate the chairman. He may create other committees and appoint their members and chairmen as the need arises, and he may abolish any committee for which a need no longer exists, subject to the approval of the Board of Directors.
B. PRESIDENT-ELECT – The President-Elect shall assist the President in his duties and shall assume the duties of the President in his absence.
C. SECRETARY – The Secretary shall keep a complete record of all meetings of the BMPA and the Board of Directors, have general charge of the records of the BMPA, and perform such duties as may be prescribed or delegated by the Board of Directors.
D. TREASURER – The Treasurer shall be in charge of all funds and incomes, maintaining proper bank accounts, and may purchase all supplies and materials required by the BMPA. He shall be responsible for preparing and filing (or having prepared and filed) all financial reports and tax returns required by law and shall perform such additional duties as may be prescribed or delegated by the Board of Directors. The Board of Directors may require that the Treasurer be bonded for the faithful performance of his duties, in such amount and by such company as the Board shall determine.
E. PARK REPRESENTATIVE - The Park Representative shall serve ex-officio and shall be appointed by the President and approved by the Board of Directors upon the recommendation of the Park Director. The Park Representative may serve as liaison between the BMPA and the City of Kingsport.
F. PAST-PRESIDENT – The Past-President shall advise the President in his duties. The Past-President shall be a person who has served a term or terms as President and may assume the duties of the President in their absence.
SECTION 5: VACANCIES – Vacancies among the elected officers may be filled by a majority vote of the Board of Directors.
ARTICLE IV – BOARD OF DIRECTORS
SECTION 1: CONSTITUTION
A. The Board of Directors shall consist of the officers of the BMPA and six to nine members at-large.
B. The members at-large shall be elected for a three fiscal year term and may choose to retain that seat after each term with the consent of the Board. No person may serve as a member at large for more than two consecutive terms.
C. Each Board officer and Board member at-large is entitled to one vote and may not vote by proxy.
SECTION 2: DUTIES – The Board of Directors shall be vested with the executive power of the BMPA and shall be in charge of the affairs and funds of the BMPA.
SECTION 3: MEETINGS – The Board of Directors shall meet at least quarterly during the year. Special meetings may be called with a minimum 3-day notice by the President and/or three (3) Board members.
SECTION 4: QUORUM – At least half of the non-vacant seats of the Board of Directors shall constitute a quorum.
SECTION 5: VACANCIES – Vacancies among the members at-large may be filled by a majority vote of the non-vacant seats of the Board of Directors at any time.
SECTION 6: ATTENDANCE POLICY – Any member of the Board of Directors who is unable to attend a Board meeting shall notify the President or designee and state the reason(s) for his or her absence. If the Board member has three consecutive absences without notice, he or she may be removed by a majority vote of the Board.
SECTION 7: ELECTION – At-large members shall be elected by a majority of the Board of Directors. A slate of nominees shall be submitted by the Nominating Committee.
SECTION 8: CONFLICTS OF INTEREST – Members of the Board shall disclose potential conflicts of interest annually according to a Conflict-of-Interest policy approved by the Board.
SECTION 9: DISCIPLINARY ACTION – The Executive Committee may propose to the Board of Directors disciplinary action against any Board Member up to expulsion in accordance with State Law.
ARTICLE V – COMMITTEES
SECTION 1: PURPOSE – The purpose of each committee is to provide a framework within the BMPA to facilitate programs, activities, and events for the benefit of the Park. The Board will establish committees based on Park or Board needs.
SECTION 2: PARTICIPATION
A. Each current Board member (excluding Board officers) is encouraged to be an active member on at least one committee.
B. Each committee is encouraged to send a representative to each Board meeting to provide a committee update.
C. Each voting member of a committee is entitled to one vote and may not vote by proxy.
SECTION 3: STANDING COMMITTEES
A standing committee is required to have a quorum consisting of a majority of the committee members in order to conduct business.
Clause I: EXECUTIVE COMMITTEE
A. The Executive Committee is defined as the Officers identified in Article III, Section 1.
B. Except to the extent prohibited or limited by resolution of the Board of Directors, or State law, the Executive Committee may exercise the authority of the Board of Directors at such times as the Board is not in session.
C. A meeting of the Executive Committee may be called by any Board officer.
Clause II: NOMINATING COMMITTEE
A. An annual Nominating Committee shall be formed to nominate, and vet new Board members as positions on the Board become vacant for the following fiscal year.
B. The Nominating Committee shall consist of the current President, the Park Representative, and one to four additional persons nominated by the President.
C. The President shall designate the Chairman of the Nominating Committee who shall act as a non-voting leader.
D. The appointments shall be subject to the approval of the Board of Directors.
Clause III: FINANCE COMMITTEE
A. The Finance Committee shall oversee the implementation and administration of policies and procedures for handling the finances of the BMPA.
B. Members of the Finance Committee may be authorized to sign checks and obtain access to the bank accounts of the BMPA.
C. The Treasurer shall serve as Chair of the Finance Committee.
D. The President and one to three Board members at-large shall serve on the Finance Committee.
E. The President shall appoint the Board members at large to the Committee with the approval of the Board of Directors.
SECTION 4: OTHER COMMITTEES
A. The President shall establish all other committees and appoint all chairpersons and voting members with the approval of the Board.
B. Chairpersons may welcome any non-voting participants to their committee.
ARTICLE VI – FISCAL POLICIES
SECTION 1: FISCAL YEAR – The Fiscal Year of the BMPA shall begin on the first day of July of each year and end on the last day of the following June.
SECTION 2: FINANCIAL RECORDS – The financial records shall be kept in accordance with Generally Accepted Accounting Principles (GAAP), using criteria designed for Not-For-Profit Organizations.
SECTION 3: INSURANCE – The Board of Directors shall, from time to time, determine what insurance, if any, is required on the property of the BMPA and obtain the same, and shall obtain such additional insurance as it may determine to be necessary or desirable to protect the BMPA from liability, damage, or loss from hazards other than loss of property.
SECTION 4: COMPENSATION – No BMPA director, officer or committee member shall receive any compensation as such for services rendered, but may, after approval by the Board of Directors or pursuant to prior approval given by the Board of Directors, be reimbursed for any necessary expenses or obligations incurred in the performance of his duties.
SECTION 5: INCOME AND ASSETS – Earnings and other income of the BMPA, over and above the cost of goods and necessary administrative and operating expenses, shall be retained for the use and benefit of the Bays Mountain Park and Nature Center, in the City of Kingsport, Tennessee. The Board may, at any time, choose to make a contribution in the form of monies or assets, directly to the Park or to the Bays Mountain Park Commission. All donations and/or contributions made to the BMPA in the form of real property shall, as soon as practical, be converted to cash, stocks, bonds, or other securities, unless specifically approved by the Board to be retained.
SECTION 6: DISSOLUTION – In the event of dissolution, the residual assets of the BMPA, after the payment of all obligations and expenses including the cost of liquidation, shall be turned over to one or more organizations which themselves are exempt as organizations described in Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future law, or to the federal, state, or local government for exclusive public purpose (e.g., the Bays Mountain Park Commission of the City of Kingsport).
SECTION 7: LIMITATIONS – Notwithstanding any other provisions of these articles, the BMPA shall not carry on any activity not permitted to be carried on by (a) an association exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States internal revenue law, or (b) an association, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 or corresponding provisions of any future United States internal revenue law.
ARTICLE VII – AMENDMENTS AND RULES OF ORDER
SECTION 1: AMENDMENTS – The bylaws may be amended by a two-thirds vote of the nonvacant Board of Director seats pursuant to T.C.A. 48-60-201.
SECTION 2: RULES OF ORDER – Robert’s Rules of Order, Modern Edition, shall be the parliamentary authority for all matters of procedure not specifically covered in these Bylaws.