By-Laws

ARTICLE I

Name:

The name of this organization shall be the TENNESSEE ECONOMIC DEVELOPMENT COUNCIL.


ARTICLE II

Object and Purpose:

The purpose for which this Council is created shall be to unite the effort of its members in furthering the economic development of the State of Tennessee and to promote harmony and cooperation and understanding between the individual members of the Council and the areas they represent.


ARTICLE III

Membership:

Section I

Any reputable person actively engaged in or supportive of economic development within the state of Tennessee shall be eligible for membership in the Tennessee Economic Development Council when elected in accordance with the provisions of the By-Laws.

Section II

Membership can be granted to more than one individual from any one organization.

Section III

Membership shall reside within the State of Tennessee with the exception of employees of railroads, utilities, investment banking houses, contractors, industrial realtors, architects and engineers or industrial/plant location firms doing business within the State of Tennessee. The final decision as to the approval for membership of out of state applicants shall rest with the board of Directors who must approve such applicants by a three-fourths (3/4) majority vote of those directors present.

Section IV

Application for membership shall be made upon the Council’s standard form and shall be endorsed by one (1) member. The application, along with payment of an application fee of twenty-five dollars and the first year’s annual dues shall be filed with the Secretary-Treasurer for referral to the Board of Directors who shall grant approval or disapproval of the application. 

Section V

Individual Membership resides with persons representing not-for-profit, civic, or governmental organizations and all members of for-profit companies not designated as primary representative. For profit companies must hold Corporate Membership before Individual Membership will be granted to additional representatives. Individual Membership is not transferable to another individual. Corporate Membership resides with the primary representative of a for-profit company. Corporate Membership is transferable annually upon payment of annual dues. Corporate Membership annual dues are 2.5 times the Individual Membership rate.

Both Individual and Corporate Members will have the same rights and privileges as set forth in the By-Laws. 

Section VII

The Board of Directors shall have the right to change membership status at any time.

Section VIII

Membership Dues for new members will be for the calendar year in which the application is received. All members will be billed the first day of January of each year. A member will be considered delinquent if dues payment is not received by January 31st. A member will be dropped from membership in the Tennessee Economic Development Council if their membership dues are not paid in full prior to March 31st. Any member not paying their dues by March 31st and subsequently is dropped from membership for non-payment of dues, will be assessed a fee of $25.00, plus one full year’s membership dues to retain membership in TEDC.

Section IX

To qualify for Honorary Life Membership, the candidate must:

  1. Have been an active member of the Council for 20 years, and should have served as an officer or a director. 
  2. Made a significant contribution to economic development within the State of Tennessee.
  3. Reached the age of 60 years.

Annual dues shall be waived for all members awarded Honorary Life Membership. Honorary Life Members retain all rights of full membership.

Any member may nominate an eligible person for Honorary Life Membership to the Board of Directors. Nominations will be forwarded to Board of Directors only after endorsement by two (2) additional members and one (1) current Director. The final decision as to the approval for Honorary Life Membership shall rest with the board of Directors who must approve such applicants by a two-thirds (2/3) majority vote of those directors present.

Section X

The Membership Committee, which will serve to enhance the membership of the Council through both recruiting and retention efforts, will consist of four members. The committee will be chaired by one current director and will consist of three additional members. Each Regional Director will nominate one member from their region for the committee. 


ARTICLE IV

Officers and Directors:

Section I – Board of Directors

The business of the Council shall be conducted by a Board of Directors composed of eleven (11) members; the President, the Vice-President, the Secretary

Treasurer, the immediate Past President, the Tennessee State Director to SEDC, a Tennessee ECD Representative, a TVA Representative, a UTCIS Representative and three (3) Regional Directors. Officers and Directors shall be chosen with due regard to geographic representation within the State of Tennessee and shall be a resident of the State.

Section II – President

The President of the Council shall be nominated and elected annually by the membership, and shall automatically become a member of the Board of Directors upon election. The President shall automatically become a member of the Board of Directors for a one-year term after expiration of term as President. 

Section III – Vice President

The Vice President of the Council shall be nominated and elected annually by the membership, and shall automatically become a member of the Board of Directors upon election. The Vice President will be program chairman for any seminar, workshop or other projects in which the Board of Directors may decide to take part.

Section IV – Secretary – Treasurer

The Secretary-Treasurer of the Council shall be nominated and elected annually by the membership, and shall automatically become a member of the Board of Directors upon election.

The Secretary-Treasurer will keep minutes of each official meeting and post the minutes on the official web site of TEDC. The President will review the minutes prior to publishing.

Section V

Officers and Directors must be individuals who are full-time paid employees with primary responsibility in the area of economic development.

Section VI – Regional Directors

One (1) Director shall be chosen from each of the traditional three (3) Grand Divisions of the State of Tennessee. They shall serve a term of two (2) years upon election by the membership. 

Section VII – Nominations

The President shall appoint a five (5) member Nominations Committee at least sixty (60) days prior to the TEDC Annual Meeting. The Nominations Committee shall be comprised of one current Board member, one Past-President and one member representing each grand division of the State. The immediate Past-President shall serve as chair of the committee. They shall nominate persons to fill all vacancies in both the Officers and Directors positions.

Within forty-five (45) days of the TEDC Annual meeting, the Nominations Committee shall send a notice to each active member of TEDC, soliciting nominations to be considered for the Board of Directors. Those members interested in serving on the board shall have ten (10) days from the date of the notice to submit his or her name to the Nominations Committee. The Nominations Committee will select one member from the names submitted to represent each grand division of the State. The Board will submit these names to the membership at the annual meeting to be approved by the membership present at the annual meeting.

Nominations from the floor will be accepted before a final vote is taken.


ARTICLE V

Meetings:

Section I

Membership meetings shall be whenever and wherever deemed advisable and necessary by the officers and directors of the Council. The Annual Meeting shall be held in the Fall at the exact time and place to be chosen by the Board of Directors.

Section II

No general meeting of the Council shall be held and take official action on any matters concerning the Council unless all members have been notified by mail at least two weeks in advance of the time and place of such meetings.


ARTICLE VI

Vacancies:

If the office of any officers or directors shall become vacant by reason of death, resignation, retirement, disqualification, removal from the State, or otherwise disassociation with the Council, the officers and directors then in office shall choose a successor, or successors, who shall hold office for the unexpired term in respect of which such vacancy occurred.


ARTICLE VII

Funds and Disbursements:

All funds belonging to the Council shall be kept by the Secretary-Treasurer in a separate account in the name of the Tennessee Economic Development Council, in a bank selected by the Board, and such funds remaining in the account shall be turned over to his/her successor upon expiration of his/her term of office.

All expenditures and disbursements of the Council funds shall have the approval of the Board of Directors. Dues and assessments shall be set by the Board of Directors.


ARTICLE VIII

Amendments:

Amendments to these By-Laws may be made by majority vote of the membership at any regularly scheduled meeting of the Council, provided that each member of the Council has been notified at least two weeks in advance by mail that a meeting is being called at a certain time and at a certain place for the purpose of amending the By-Laws.


Amended: September 2008

Amended: September 29, 2017

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