BYLAWS OF DISCOVER LIFE IN AMERICA
Name and Purpose
Section 2: Purpose
The purpose for which this corporation is formed as set forth in the corporation's Articles of Incorporation.
Section 2: Fiscal Year
The fiscal year of the corporation shall run from January 1 to December 31.
Section 2: Quorum and Adjournments
a) At all meetings of the Board of Directors, the presence of one half (1/2) of the members serving on the Board at the time of the meeting shall be necessary and sufficient to constitute a quorum for the transaction of business.
Section 3: Powers of Directors
Subject to limitations of the Articles of Incorporation, other sections of these Bylaws and Tennessee law, all corporate powers of the corporation shall be controlled by the Board of Directors. Without limiting the general powers, the Board of Directors shall have the following powers:
a) To select and remove all of the officers, agents, and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with the law, the Articles of Incorporation or the Bylaws, and require from them security for faithful service.
b) To conduct, manage, and control the affairs and business of the corporation, and to make rules and regulations not inconsistent with the law, the Articles of Incorporation or the Bylaws.
c) To borrow money and incur indebtedness for the purchase of the corporation, and for that purpose to cause to be executed and delivered, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidence of debit and securities.
Section 4: Terms of office
Directors shall serve for three year terms and may be re-elected for successive three year terms. The nominating committee can recommend terms of less than three years to provide for a consistent number of trustees with terms expiring each year.
Section 5: Liabilities of Directors
No person who is now, or later becomes, a member of the Board of Directors shall be personally liable for any indebtedness, or liability or obligation of the corporation, and any and all creditors of this corporation shall look only to the assets or security of the corporation for payment.
Section 6: Vacancies
Vacancies in the Board of Directors shall be filled by a majority vote of the remaining directors then in office, even though less than a quorum, or by the sole remaining director. A successor director so elected shall serve for the unexpired term and shall thereafter be eligible for re-election.
Section 7: Compensation
The directors shall receive no compensation for their services as such.
Section 8: Removal
A director may be removed from office, for cause, by the vote of a majority of the remaining directors.
Section 2: Special Meetings
Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chair or by a majority of directors. Written or e-mail notice of the time and place of special meetings shall be given with seven (7) days notice, provided that such notice shall also include a statement of purposes for which the special meeting is called.
Section 3: Place of Meetings
Regular meetings and special meetings of the Board of Directors shall be held at a place to be determined by the Directors.
Section 4: Participation by Telephone
Directors may participate in a meeting through the use of a conference telephone or a similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting pursuant to this section constitutes presence in person at such meeting.
Section 5: Action Without a Meeting
Any action by the Board of Directors may be taken without a meeting if three-quarters of the members of the Board of Directors individually or collectively consent in writing or via e-mail to this action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors.
Unless otherwise provided for in these Bylaws, a majority of the members then serving on a committee constitutes a quorum for the meeting of the committee and the vote of a simple majority of those present at a meeting at which a quorum is present, constitutes an action of the committee.
Each committee shall keep minutes of the proceedings and report to the Board of Directors.
Section 2: Executive Committee
At each annual meeting of the Board of Directors, the Board of Directors shall appoint an Executive Committee to serve until the next annual meeting of the Board of Directors of each year, which shall consist of the current President, who shall be its Chair, the Chair of the Board, the Vice Chair of the Board, the Vice President, the Secretary, and the Treasurer. At each meeting of the Executive Committee, a majority of the members of the Executive Committee shall be present in person or by phone to constitute a quorum for the transaction of business.
During the intervals between the meetings of the Board of Directors, the Executive Committee shall have the authority, on behalf of the Board, to supervise the ordinary day-to-day business affairs of the Corporation, and to make decisions in emergency situations when official action is needed on short notice, and it is impossible or impractical to call a meeting of the full Board of Directors.
Executive Committee decisions on major issues must be based on a unanimous vote of committee members. All other actions must be approved by the vote of a simple majority of those present at a meeting at which a quorum is present. For the purposes of this Section, a major issue shall be defined as a transaction which involves unusual expenditures or contracts which are outside the normal course of business and which the Chair of the Board feels requires the participation of the full Board.
Any action approved by the Executive Committee in conformance with this Section shall be
effective as an action of the Board of Directors, except that the Executive Committee shall not have
the power (i) to borrow money on the credit of the Corporation, (ii) fill vacancies on the Board of
Directors or the Executive Committee, (iii) remove an officer appointed by the Board, (iv) establish
new policy or initiate major projects, or (v) amend these Bylaws.
Section 3: Communications Committee
The Communications Committee shall be responsible for the creation and maintenance of the Corporation's favorable public image. This responsibility includes educating the community about the purpose of the Corporation through publications and community events. Public involvement by the Corporation of any kind is overseen by the Communications Committee.
Section 4: Finance Committee
The Finance Committee shall oversee the fiscal affairs of the corporation which include the management of the assets of the corporation and recommending investment policies. The Finance Committee shall have the authority to engage the services of a professional investment advisor, subject to the approval of the Board of Directors. Decisions by the Finance Committee shall be made by a vote of the majority of the members of the committee, present and voting, except that upon a recommendation made by the professional investment advisor, if any, the purchase and/or sale of securities may be authorized by the Chairman of the Finance Committee, provided that all of the other members of the Finance Committee shall be immediately notified in writing of the action so taken. The Treasurer shall be the Chair of the Finance Committee. The Finance Committee shall report twice a year to the Board of Directors.
Section 5: Development Committee
The Development Committee shall be responsible for the planning and execution of all fundraising programs of the Corporation.
Section 6: Science Committee
The Science Committee shall be responsible for planning, implementing, and monitoring the research efforts of Discover Life In America including the Discover Life In America All Taxa Biodiversity Inventory.
Section 7: Information Management Committee
The Information Management Committee shall be responsible for designing, developing and managing the database computer programs required to store the Discover Life In America All Taxa Biodiversity Inventory data.
Section 8: Education Committee
The Education Committee shall be responsible for developing and coordinating the educational programs associated with the All Taxa Biodiversity Inventory.
Section 9: Nominating Committee
The Nominating Committee shall consist of at least three (3) persons selected each year by the Chair of the Board of Directors, none of whom shall be current officers. They shall be responsible for nominating Officers and Directors for election at the next Annual Meeting, and shall submit their nominations to the Secretary prior to the mailing of notice of such meeting.
Section 2: Other Indemnification
The indemnification herein provided shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, or employee, and shall inure to the benefit of the heirs, executors, and administrators of such person.
Section 3: Insurance
The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, or employee of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against liability under the provisions of this section.
Section 4: Settlement by Corporation
The right of any person to be indemnified shall be subject always to the right of the corporation by its Board of Directors, in lieu of such indemnity, to settle any such claim, action, suit or proceeding at the expense of the corporation by the payment of the amount of such settlement and the costs and expenses incurred in connection therewith.
Section 2: Elections
The Board of Directors, at its Annual Meeting, shall elect all officers of the corporation for terms of one year, or until their successors are elected.
Section 3: Vacancies
A vacancy in any office because of death, resignation, removal disqualification, or otherwise shall be filled by the Board of Directors.
Section 4: Chair
The Chair shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.
Section 5: Vice Chair
In the absence or disability of the Chair, the Vice Chair shall perform all the duties of the Chair and in so acting shall have all the powers of the Chair. The Vice Chair shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.
Section 6: President
The President shall preside at all meetings of the Executive Committee, and shall have such other powers and duties as may be prescribed from time to time by the Board of Directors.
Section 7: Vice President
In the absence or disability of the president, the Vice President shall perform all the duties of the president and in so acting shall have all the powers of the President. The Vice President shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.
Section 8: Secretary
The Secretary shall keep a full and complete record of the proceedings of the Board of Directors, shall make service of such notices as may be necessary or proper, shall supervise the keeping of the records of the corporation, and shall discharge such other duties of the office as are prescribed by the Board of Directors.
Section 9: Treasurer
The Treasurer shall receive and safely keep all funds of the corporation and deposit them in the bank or banks that may be designated by the Board of Directors. Those funds shall be paid out only on checks of the corporation signed by an officer of the corporation or by such person as may be authorized from time to time by the Board of Directors. Checks of the corporation which are drawn in an amount exceeding fifteen hundred dollars shall require two signatures, of which one shall be an officer of the corporation or other such persons as may be authorized from time to time by the Board of Directors. The Treasurer shall have such other powers and perform such other duties as may be prescribed from time to time by the Board of Directors.
Section 2: Seal
The Board of Directors may, in its discretion, adopt a corporate seal.
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