Tennessee County Commissioners Association

BY-LAWS

Article I - Name

The name of this organization shall be the Tennessee County Commissioners’ Association, abbreviated as TCCA.

 

Article II – Purpose

The purpose of the Association shall be:

               To serve as a medium for dialogue and exchange of information among the members of the County Commissioners of the Counties of Tennessee;

               To promote the efficiency of county governments;

               To provide technical assistance and professional services to members of the County Legislative Bodies;

               To promote a better understanding of intergovernmental relations affecting county government;

               To strengthen the functioning of the County Commission as a democratic legislative body and promote a better understanding of its role in local government;

               To represent the County Commissioners of Tennessee and their interest to other groups and the public in general.

 

Article III – Membership

Voting membership in the Tennessee County Commissioners’ Association shall be open to any member of a Tennessee county legislative body current in the payment of dues at the time of the annual meeting.  Members of such Tennessee county legislative body, having once established voting membership, shall be entitled to continue same as long as the county legislative body continues to pay the current year’s dues and comply otherwise with the provisions of these By-Laws.  Only members of a Tennessee county legislative body current in the payment of dues are eligible to hold office in the Association.

Article IV – Officers

SECTION 1. The officers of the Association shall be the equivalent of the Executive Committee and shall consist of: a President; a President-Elect; a Vice President from each of the three Grand Divisions of Tennessee; a Secretary; a Treasurer; and the Immediate Past President. The Division Board Member with term seniority shall serve as the Division Vice President. In the event more than one member has equal seniority – the Board shall select the Division Vice President. In an election year these requirements may be waived by the board if turnover of eligible officer candidates occurs.

SECTION 2. The officers shall be elected at the Annual meeting and shall take office effective the first day of the month following their election, to serve until replaced by officers-elect. Only the Regional Division Board Members, as well as the Secretary or Treasurer is eligible for officer nomination. The President Elect shall automatically assume the office of President, and the President shall automatically become the Immediate Past President. Provided that in an election year when there are not enough eligible candidates from the designated candidate pool, the Nominating Committee may select candidates outside the designated candidate pool.

SECTION 3. Should any officer of the association be found unwilling to perform the functions of the office, said officer may be removed from his or her position by a two-thirds (2/3) vote of the Board of Directors with the resulting vacancy to be filled by the Board in accordance with the By-Laws of TCCA.

SECTION 4. If an elected officer is unable to fulfill a term due to resignation, inability to serve due to disability or death, or removal from office, the Board of Directors shall elect a replacement at the next scheduled or called Board meeting.  

 

Article V – Board of Directors

SECTION 1 The direction and administration of the Association between annual meetings shall be conducted and managed by the Board of Directors.  The Board shall have the authority to: fill any offices which may become vacant; employ paid staff and consultants; specify dues for membership in the association and create and set dues for nonvoting associate members should the board in its discretion determine nonvoting associate memberships should be created; and to require bond of the President, Treasurer, and Executive Director.

SECTION 2.  The Board of Directors shall consist of the officers of the association; nine (9) Division Directors, three (3) each from the three Grand Divisions of the state; a representative selected from each of the four (4) largest counties of the State by the county’s legislative body; and any past President of the Association that is still serving as a county commissioner and has served in such capacity continuously since the time of holding the position of President; and any  member of the Association elected to the Board of Directors of the Tennessee County Services Association.  Apart from the representatives selected by the four largest counties, the President, the President-Elect, and the past Presidents of the Association eligible for membership on the Board of Directors, all other members of the Board of Directors shall serve no more than six (6) consecutive years without a break in service.  Service on the Tennessee County Services Association board of directors by a commissioner would not be considered a break in service.  If there are members on the Board of Directors who have served in excess of six (6) consecutive years at the time of passage of this provision; those persons shall not be eligible for re-election at the end of their current term.  After being absent from the Board of Directors for a period of one year, any person otherwise eligible to serve on the Board again becomes eligible for election to the Board regardless of the number of years of past service. Service as an elected officer does not count toward the six (6) years except when a member serves in excess of three (3) years.

SECTION 3. The Board of Directors shall meet as the occasion requires but not less than three (3) times a year. Meetings shall be held in months as events/schedules dictate. The Board of Directors shall meet as the occasion requires but not less than three (3) times a year. Meetings shall be held in months as events/schedules dictate.  A special meeting may be called by the President, or by petition of 1/3 of the members of the board delivered to the Secretary who shall issue a call. The Board shall keep minutes of its meetings and give full account of its transaction at the annual meeting. Attendance at Board meetings is a necessary and functional expectation to fulfilling individual board member responsibilities.

SECTION 4.  TELEPHONE MEETINGS AND ELECTRONIC BOARD AND COMMITTEE VOTES

Special board meetings may be convened by the President, or special called committee meetings may be convened by the committee chair, and held via telephone teleconference on time sensitive, specific issues. Notice of such telephone meetings shall be provided to all board or committee members by any method reasonably calculated to provide timely notice as appropriate for the circumstances, and may include notice by telephone, facsimile, or electronic mail (email). Notice of said meeting shall be provided at least 24 hours in advance of the proposed meeting. Votes may be orally cast in such meeting and documented by staff, or may be confirmed in writing by subsequent email, facsimile or other written document.

SECTION 5.  One third of the members of the Board shall be necessary to constitute a quorum for the transaction of business.  All meetings shall be open to members of the Association.

SECTION 6.  The term of the elected Directors shall be three (3) years, with one director from each Grand Division, to be elected each year at the annual meeting.

Except for the first year of this provision – in which two members shall be elected from each Grand Division, with one member from each fulfilling a two (2) year term and a member from each fulfilling a three (3) year term. The board member currently serving the two year term will become the one (1) year member and the member currently serving the one (1) year term shall assume the Division Vice President for a one year term. In succeeding years, only one member will be elected from each Division to a three (3) year term and the terms of other Division Board members adjust as noted by decreasing one year for each.

SECTION 7.  Should any elected member of the Board of Directors of the association be found unwilling to perform the functions of the office, said member may be removed from his or her position by a two-thirds (2/3) vote of the Board of Directors with the resulting vacancy to be filled by the Board in accordance with the By-Laws of TCCA.

SECTION 8. If an elected member of the Board of Directors is unable to fulfill a term due to resignation, inability to serve due to disability or death, or removal from office, the Board of Directors shall elect a replacement at the next or called Board meeting after such event creating the vacancy. Only members of the board from the region in which the vacancy occurs shall be eligible to submit nominations for the vacated position.

 

Article VI – Executive Director

SECTION 1.  The Board of Directors may employ an Executive Director for the Association.

SECTION 2.  The Executive Director shall have the following duties and responsibilities:

A.     Be the Chief Executive and Operating Officer for the Association, subject to the direction of the Board of Directors.

B.     Employ and recommend the salaries of other persons necessary to the operation of the Association, subject to the approval of the Board and within budgetary limitations.

C.     Keep information and records pertaining to dues and membership.

D.     Deposit all funds received by the Executive Director by or on behalf of the Association in a bank or savings and loan association prescribed by the Board to the account of the Association.

E.     Pay all salaries and expenses necessary to the operation of the Association.

F.     Develop the Association's annual budget with the President-Elect and the Treasurer to be submitted to the Board at the Spring Board meeting.  

G.    Function as the Association's Legislative Liaison to the Tennessee General aSsembly representing the interests of the Association's membership.

H.    Perform such other duties as the Board of Directors may prescribe.  

Article VII – Finances

SECTION 1.         The fiscal year shall be from July 1 to June 30.

SECTION 2.         The Treasurer shall make a report of the financial status of the Association at each annual meeting.

 

Article VIII - Committees

SECTION 1.        Executive Committee

The Executive Committee shall 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 call of the President or the Executive Director and is authorized to transact its business by telephone conference call.  The Secretary shall record minutes of all actions of the Executive Committee and shall properly distribute copies to all Directors.

SECTION 2.        Finance Committee

The Finance Committee shall consist of six members; the Immediate-Past President, the President Elect and the Treasurer of the Association as well as one board member from each grand division selected by the Executive Committee. The committee shall be chaired by the Treasurer. The committee shall receive, review, and approve quarterly financial statements, through in person meetings wherein possible, or by conference call otherwise. The committee will provide a report of the quarterly review to the Board at the next scheduled Board meeting after the quarterly review. The Committee shall also review the annual audit prior to submission to the Board of Directors. A minimum of thirty (30) days prior to the beginning of the fiscal year, the Treasurer, the President Elect and the Executive Director shall prepare the budget for the next fiscal year. The proposed budget shall be presented to the Finance Committee for approval prior to submission and approval by the Board of Directors at the Post Legislative Conference meeting. The Finance Committee shall annually review compensation and benefits for Association employees and make any recommendations for adjustment to the Board as part of the budget approval process.

SECTION 3.  NOMINATING COMMITTEE

A Nominating Committee shall be appointed annually at the Post Legislative Conference (typically June) meeting by the President of the Association. The committee shall consist of a minimum of four (4) members including the President-Elect (acting as chair) and Past Presidents meeting the qualification of “Board Members”. The Committee shall meet in September to propose a slate of officers and one board member from each Grand Division. The Slate of officers and Board Members shall be approved by the Board prior to submission to the General Membership at the annual meeting. The committee shall propose nominees to fill expiring term board members [typically three (3) – one (1) from each grand division] as well as any other board vacancies that may exist. Those nominated to fill expiring terms shall be for three (3) year terms, and any other board vacancies being filled, shall be for the specific term year that is being replaced Nominees for officers must be members of the sitting board (Current board members or officers less the Immediate Past President, the President, and the President-Elect). Board nominees may be any member of the association in good standing.

SECTION 4. GOVERNMENTAL AFFAIRS COMMITTEE

The Governmental Affairs Committee shall address the legislative concerns of the Association. Staffed by the Executive Director, the Committee shall review proposed legislation by members of the General Assembly relative to potential impact to the Association membership. The Committee shall meet sufficiently prior to the annual designated County Government Day on the Hill to review proposed legislation the Association may support, oppose or monitor. The recommendations of the Committee shall be presented to the Board of Directors for approval at the February meeting. The Committee shall be responsible for developing materials for the membership to use on County Government Day to clarify TCCA’s positions. Committee membership shall be voluntary, and the President shall appoint the Chair of the Committee.

SECTION 5. MEMBERSHIP COMMITTEE

The Membership Committee shall be responsible for developing member services including enhancing membership communications; assisting with developing a process for Regional and Divisional meetings; assisting the Executive Director with convention planning; and other services to enhance member participation. Committee membership shall be voluntary, and the President shall appoint the Chair of the Committee.

SECTION 6. AD HOC AND SPECIAL COMMITTEES

The President may appoint Ad Hoc, Special or Standing Committee as deemed necessary. Standing Committee shall consist of not less than three members. Membership to the Standing Committees, except for the Executive Committee, Finance Committee and Nominating Committees which have designated membership, shall be open to the general membership of the Association.

 

Article IX – Nominations and Elections

The Nominating Committee, or the Board of Directors functioning as such, shall submit at the annual meeting a list of nomination for the officers and the Board of Directors.  Other nomination may be made from the floor at the annual meeting, provided the person nominated has agreed to serve.


Article X – Meetings

SECTION 1.  This Association shall hold at least one statewide meeting annually at the time and place to be designated by the Board of Directors, this being its annual meeting.

SECTION 2.  Special meetings of the Association may be called by the Board of Directors.

SECTION 3.  Written notice of time and place of meetings of the Association shall be given to all members affected, no less than fifteen (15) days prior to the meeting.

SECTION 4.  Each voting member is entitled to one vote.

SECTION 5.  Quorum: Business may be transacted by a majority of the active members present at any properly constituted meeting of this association.

SECTION 6.  Except as otherwise herein provided, the newly revised or latest edition of Roberts Rules of Order shall govern parliamentary procedure at all meetings of the Tennessee County Commissioners’ Association.

 

Article XI – Organization Exceptions

Initial terms or appointments of Board or Committee members may be adjusted to permit staggering or rotation when in the discretion of the Board of Directors it is needed.  The Nominating Committee shall make recommendations for said adjustments and appointments at the next Board meeting after the need is identified, and such adjustments and recommendations shall require Board approval.  This shall include any adjustments necessary to effect the 2015 proposed By-Laws.  

 

Article XII – Amendments

SECTION 1.  Amendments to the Constitution and By-Laws may be proposed by petition of twenty (20) members or by the Board of Directors.  The Board of Directors may designate from time to time, an Ad Hoc By-Laws Committee for periodic review and proposed amendment of the By-Laws. 

SECTION 2.  An amendment duly proposed shall be submitted, in writing, to the members at least fifteen (15) days prior to the next annual meeting and its ratification shall require the discretion of the Board of Directors, an amendment may be submitted by  mail ballot at any time.

 

Article XIII – Organizational Date

The Constitution and By-Laws of this Association were effective on adoption by the Organizational meeting on November 8, 1969 and as amended at the annual meeting in 1970, 1972, 1979, 1988, 1992, 1999, 2000, 2015 and 2016.