Tennessee County Services Association
ARTICLE I: NAME AND OBJECTS
Section 1. Name: This organization shall be known as the Tennessee County Services Association, abbreviated as TCSA.
Section 2. Objects:
(a) The objects of this Association shall be to collect information, statistical and otherwise, of the functions, financing and operations of county governments and related governmental agencies; for the further purpose of developing more efficient and economical functions of local government to promote the common welfare of the people through the orderly development of county government and its affiliated legal agencies; to develop methods of economical financing, skillful planning and practical development of county departments, agencies and commissions for the general purposes aforesaid.
(b) To maintain a permanent organization to secure cooperation among the several counties of the State of Tennessee in a comprehensive study of local problems and in the application of efficient methods of local government.
(c) To provide means whereby the officials of the several counties of this state may interchange ideas and experience and obtain expert advice,
(d) To collect, compile and distribute to county officials information about government and the administration of county affairs and to engage in the study of standardization of administrative practices in order to increase efficiency and reduce cost of operation.
(e) To cooperate with the National Association of Counties, and other appropriate organizations and persons, in the protection of the interests of Tennessee Counties in matters of state and national significance.
(f) To secure harmony of action among counties of this state in matters that affect the rights and liabilities of counties.
(g) To do any and all other things necessary and proper for the benefit of the counties of this state.
ARTICLE II: MEMBERSHIP
Each of the ninety-five counties of the State of Tennessee shall be eligible for membership in this Association. A member county shall be represented in the Association by one or more duly qualified members of the following organizations: Association of County Mayors of Tennessee, Tennessee County Highway Officials Association and the Tennessee County Commissioners Association, and whose counties are current in their dues.
In order for a county to be a member of this Association, it shall pay to the Tennessee County Services Association annually a per capita amount to be determined by the Board of Directors.
ARTICLE IV: OFFICERS
Section 1. The officers of this Association shall be a President and a First and Second Vice President. They shall be elected by the membership at the Association's annual meeting for a term of one year. No officer shall be eligible to immediate succession after having served three full terms. Not more than one of these officers may simultaneously come from anyone of the three organizations. Upon the expiration of the President’s term, the First Vice President shall assume the office of President and the Second Vice President shall assume the office of the First Vice President. In addition to the President and Vice Presidents, the Board of Directors shall designate an individual to serve as the Executive Secretary of the Association. Such person may be chosen from the Board of Directors, the hired staff of the Association or from the membership of the Association.
Section 2. For the purposes of electing the President and the Vice Presidents, amending the By-Laws, or conducting any other business which might properly come before the entire membership, each member county is to have three votes: one by the County Mayor or Executive (or other executive official), one by the County Highway Officials, irrespective of their number and one by the County Commissioners, irrespective of their number. There shall be no voting by proxy.
ARTICLE V: BOARD OF DIRECTORS
Section 1. All business of this Association, other than the election of the officers thereof, amending the By-Laws, and such other matters which might properly come before the entire membership shall be conducted by a Board of Directors. The Board of Directors may conduct its business in person or, if the President determines that meeting in person is not practical or necessary, the Board may meet via telephone or other form of electronic communication.
Section 2. The Board of Directors shall consist of nineteen (19) members: three (3) from the Association of County Mayors of Tennessee; three (3) from the Tennessee County Highway Officials Association; three (3) from the Tennessee County Commissioners Association; the Presidents of each of the member organizations; the President and the two Vice Presidents of the Tennessee County Services Association; and in addition thereto, the chief executive elected officials of the four (4) metropolitan counties, to-wit, Shelby, Davidson, Hamilton, and Knox. In the event any such chief elected official cannot attend any given meeting of the Board of Directors, he or she may designate one (1) alternate to attend in his or her stead and to represent him or her at such Board of Directors meeting, such alternate to be either the chief representative of the highway department of said county, or a representative of the county governing body of said county, or said chief executive elected official's regular full time administrative assistant, or any officer who serves full time in an executive capacity in said county, said alternate to serve during the term of the chief executive elected official. The term of said members of the Board of Directors, with the exception of the four (4) representatives of the metropolitan counties shall be three (3) years each on a staggered basis, as was originally provided by these By-Laws and adopted at the annual meeting in October, 1975. No such director shall be eligible for immediate re-election as a director after having served a full three (3) year term. The terms of the chief executive elected officials of the four (4) metropolitan counties shall be coterminous with their terms of office.
Section 3. In case of vacancy on the Board of Directors of the Tennessee County Services Association, an election shall be held at the next meeting of the Association after the vacancy occurs to fill the unexpired term of the member creating such vacancy on the Board of Directors.
In the event any director is elected as an officer of the Tennessee County Services Association or as President of his or her member organization, such election shall create a vacancy in the office of director for said member organization, and that organization shall elect another member to fill the unexpired term as director of the Tennessee County Services Association.
Section 4. The President of the Tennessee County Services Association shall be the Chairman of the Board of Directors.
Section 5. The Board of Directors shall meet at least twice each year, one of which meetings shall be held immediately prior to the annual meeting, and such other meetings as may be called by the President of the Association or by a majority of the Board.
Section 6. For the purpose of acting on any business before the Board of Directors, a majority of the Board shall constitute a quorum. A majority of those present and voting shall be required to take action on any matter before the board. Unless the Board of Directors adopts a different set of Rules of Procedures, meetings of the Board shall be conducted according to the most recent edition of Roberts Rules of Order.
ARTICLE VI: EXECUTIVE DIRECTOR
Section 1. The Board of Directors of the Tennessee County Services Association may employ an Executive Director for the Association. The Executive Director shall keep minutes of all proceedings of the Board of Directors and of business meetings of the entire membership, and shall perform such other duties as the Board of Directors may prescribe.
Section 2. The Executive Director shall serve as a liaison to the General Assembly and the State Administration on behalf of the members of the Association and shall coordinate all legislative and lobbying activities of the Association’s staff and contractors.
Section 3. The Executive Director shall prepare and present an annual budget to the Board of Directors for their approval and shall employ and fix the salaries of other individuals as are necessary to the operation of the Tennessee County Services Association, subject to the approval of the Board of Directors, and within budgetary limitations.
Section 4. All funds received by or on behalf of the Association shall be deposited by the Executive Director in a bank and/or a savings and loan association prescribed by the Board of Directors to the account of the Tennessee County Services Association. The Executive Director shall pay all salaries and expenses necessary to the operation of the Tennessee County Services Association.
Section 5. The Executive Director shall be bonded or insured in an amount to be determined by the Board of Directors, to protect the association against misfeasance or malfeasance.
ARTICLE VII: COMMITTEES
The following shall be standing committees of the Association:
Section 1. There shall be established an Executive Committee to be comprised of the President and the First and Second Vice Presidents of the Association to act for the Board in matters in which their judgment cannot be delayed or which do not justify a called meeting of the Board. The Executive Committee shall meet on the call of the President or the Executive Director and is authorized to transact its business by telephone conference call or other form of electronic communication. The Secretary shall record minutes of all actions of the Executive Committee and shall properly distribute copies to all Directors.
Section 2. There shall be established a Nominating Committee to be appointed annually by the President of the Association. The committee shall consist of three members, one to represent each of the three affiliate associations. In appointing the committee, the President shall ensure that one member comes from each of the three Grand Divisions of the State. The Committee shall meet to determine a proposed slate of officers to be submitted to the general membership at the Annual Conference. Nominees may be any member of the association in good standing. Initial terms or appointments of members of the Board of Directors may be adjusted to ensure staggering or rotation when, in the discretion of the Board of Directors, it is necessary. The Nominating Committee shall make recommendations for said adjustments and appointments at the next meeting of the Board of Directors after the need is identified.
ARTICLE VIII: MEETINGS
There shall be an annual meeting of this Association to be held in the fall of the year at such place and on such dates as the Board of Directors shall designate, and such other meetings as may be called by the President or by a majority of the Board of Directors, such call to be initiated by written notice to the Executive Director, designating the purpose, place, date and time of the meeting to be held, and the Executive Director, or, in the event of the Executive Director's absence or incapacity the President shall forthwith notify the members of the Association of the meeting and the contents of the call.
ARTICLE IX: FISCAL YEAR AND ANNUAL AUDIT
The Association shall operate on a fiscal year running from July 1 to June 30. The Board of Directors of the Tennessee County Services Association shall provide for an annual audit of the Association’s finances. Copies of the audit report will be distributed to each member of the Board of Directors and to any member of the Association upon his or her request. Copies of the report shall be made available to the membership at its annual meeting.
ARTICLE X: AFFILIATIONS
(Old Article V)
The Association, its officers and members, collectively and individually, may participate in and affiliate with, individually or as a component part of this Association, any other organization having similar purposes or ideals, and the officers and Board of Directors of this Association shall have power to contribute to and aid such other Organizations in the furtherance of joint purposes.
ARTICLE XI: HEADQUARTERS
The Headquarters of the offices of this Association shall be in Nashville, Tennessee.
ARTICLE XII: AMENDMENTS
These By-Laws may be amended or repealed by the membership at its annual meeting or at such other meeting of the membership as may be duly called by the Board of Directors for such purpose. Provided, however, before any such amendment or repeal may be considered notice in writing of any proposed changes must be given at least two weeks prior to the meeting at which they are to be voted upon. Such notices shall be given to the Executive Director of the Association who shall immediately transmit copies thereof to the officers and members of the Board of Directors, and the same shall be considered by the Board at a meeting held prior to the membership meeting.
A majority of all members attending and entitled to vote at the membership meeting will be required to effect any proposed change in these By-Laws.
NOTE: BY-LAWS ADOPTED OCTOBER 14, 2016, AT TCSA'S 63RD ANNUAL FALL CONFERENCE & TRADE SHOW, BREAKFAST/GENERAL BUSINESS SESSION.