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
Article IV – OFFICERS
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.
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; 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 three (3)
year term 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. Should
the President-Elect not be re-elected, as a commissioner, the Board of Directors shall select a
replacement from the members of the sitting Board by majority vote at the Annual Meeting prior
to submission of the slate to the General Membership. The President- Elect shall not be from
the same grand division in successive years.
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
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; twelve (12) Division
Directors, four (4) from 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. 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.
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
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 nine (9) Regional 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.
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 scheduled 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. Appointments to the board to fulfill vacancies shall
serve the remaining term of the former board member that is being replaced.
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
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 General
ARTICLE VIII – COMMITTEES
The following shall be standing committees of the Association:
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
The Nominating Committee shall consist of a minimum of four (4) members to include the
President Elect (acting as Chair) and all Past Presidents meeting the definition of Board
Members. If there are not at least three (3) Past Presidents meeting the qualification of
“Board Members” the current President shall appoint from the sitting Vice Presidents, the
necessary members to meet the minimum required number of members. The Committee shall
meet in September to propose a slate of officers and two board members from each Grand
Division, with one nominee to fill the three (3) year term and one (1) nominee to fill the one (1)
year term. 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 six (6), two (2) 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) and one (1) 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. At least thirty (30) days prior to the Nominating Committee meeting,
the Executive Director shall issue a communication to the General Membership announcing
expiring board positions as well as any board vacancies in order to solicit interest for nominee
consideration of the General Membership. Members interested in consideration as board
nominees shall submit a Nominee Interest Form to the Executive Director by electronic means
no later than one (1) week prior to the scheduled Nominating Committee meeting, or by postal
mail to be postmarked no later than one (1) week prior to the scheduled Nominating Committee
meeting. Members of the Board interested in consideration for Officer Positions shall likewise
submit a Nominee Interest Form to the Executive Director by electronic means no later than
one (1) week prior to the scheduled Nominating Committee meeting, or by postal mail to be
postmarked no later than one (1) week prior to the scheduled Nominating Committee meeting.
If there are not sufficient association members expressing interest to fill expiring or vacant board
positions, or board members to fill officer positions, the Nominating Committee shall have
discretion to solicit or identify nominees.
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
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 nominations for the officers and the Board of Directors, after the Board
has approved the proposed slate. 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
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)
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,
members or by the Board of Directors. The Board of Directors shall designate an Ad Hoc By-
Laws Committee for proposed amendment of the By-Laws or periodic review.
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
1972, 1979, 1988, 1992, 1999, 2000, 2015, 2016, 2017 and 2018. TCCA Representing more than
1,620 county legislative body members across the state, the Tennessee County Commissioners
Association (TCCA) was created in 1969 to promote efficiency in county governments through those
elected legislative bodies.
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