By-laws of the Friends of the Stones River National Battlefield

Bylaws – The Friends of Stones River National Battlefield, Inc., January 12, 2017 – Revision B

Article I: Name

The name of the corporation shall be: The Friends of the Stones River National Battlefield, Inc., and it shall be sometimes referred to as the FSRNB, or the Corporation.

Article II: Purpose

The purposes of the FSRNB is formed, as from time to time shall be amended, are:

(1) To preserve, protect and promote the Stones River National Battlefield for the general welfare of mankind;

(2) To conduct educational activities and programs for the benefit of the general public regarding the Battle of Stones River, of the American Civil War, and the life and times of the people of the 19th Century of the United States of America;

(3) To receive by gift, devise, bequest, grant, matching funds, or otherwise, any money or property, either absolutely or in trust, to be used for educational or for charitable purposes;

(4) To receive by gift, devise, bequest, grant, matching funds, or otherwise, real property, and scenic easements to real property to be used for educational or for charitable purposes;

(5) To use the assets of the corporation to make purchases of property, real property, scenic easements, and/or make improvements to real property or scenic easements, for the educational or charitable purposes;

(6) To donate the real property, property, scenic easements and/or improvements to real property to the United States of America, National Park Service, Municipal Government, State of Tennessee, or a Historic Site Museum operating under Section 501 (c) (3) or the I.R.C. of 1986, for historic preservation for the benefit of all mankind.

The Corporation is not formed for the pecuniary or financial gain, and no part of the assets, income, or profit of the Corporation is distributed to the benefit of the Officers or Directors of the Corporation, except to the extent permitted under Section 501 (c) (3) of the Internal Revenue Code of 1986.

Article III: Policies

The following are the basic policies of the Corporation:

  1. The Corporation shall be non-partisan and non-sectarian.
  2. The Corporation shall, through fund raising drives, both private and public, seek donated funds to achieve the objectives of the Corporation.
  3. The Corporation may cooperate with other organizations and agencies concerned
    with the historical significance of the Stones River Battlefield and other historical sites related to the American Civil War.
  4. Any land, scenic easement or property owned by the Corporation will be given to the National Park Service for inclusion into the Stones River National Battlefield Park. Should the Park Service refuse the land, easement, or property, it will then be offered as a gift to the State of Tennessee, a municipal

Page 2 of 5

government, or a Historic Site Museum operating under 501 (c) (3) of the I.R. C. of 1986, based on the best and most reasonable use of the land for historical interpretation and preservation; if said entity meets the requirements of Section 501 (c) (3) of the Internal Revenue Code of 1986.

Article IV: Fiscal Year

The Corporation’s fiscal year shall run July 1 to June 30. Any changes to the fiscal year must be made by the Board of Directors and be in compliance with the change process designated by the IRS Code.

Article V: Membership, Dues, and Meetings

Any individual who subscribes to the purposes and basic policies of the Corporation may become members of the Corporation, subject only to compliance with the provisions of the Bylaws. Membership in the Corporation shall be available to anyone regardless of race, color, creed, sex, age, or national origin. The Corporation shall have an annual enrollment of members, but persons may be admitted to membership at any time. Membership dues amount shall be established by the Board of Directors, and the amount of each membership category shall be indicated in the Dues Schedule document. Changes to the Dues Schedule shall be facilitated by the Board of Directors with approval by a majority vote of the board. Renewal of membership dues shall be July 1; thus, runs concurrent with the fiscal year. Those joining after November shall receive a six-month bonus membership period. Each member in good standing shall be eligible to participate in elective or appointive positions. The membership of the Corporation shall meet yearly in the month of June or at the discretion of the Officers. 10% of the members shall be a quorum, and at least thirty (30) days of public notice shall be given for the established meeting date.

Article VI: Officers Election

  1. Officers on the Executive Board of the Corporation shall consist of a President, Vice President, Secretary, and Treasurer. Officers shall be elected annually by membership voting during the annual membership meeting or by proxy vote. Any member in good standing can be nominated for an office by another member. If there is but one nominee for an office, the nominee shall become the officer. The current Secretary shall count votes with oversite by a minimum of two Executive Board members. The timeline for the election process shall be as follows:

• Accept nominations: May 12th – May 30th
• Voting at membership meeting or by proxy: June 1st – June 28th
• Count votes: June 29th
• Announce voting results: June 30th
• Elected officers and board members take office: July 1st

  1. Officers shall assume their official duties July 1 and shall serve for a term of one year, until the election and the qualification of their successors. Officers if re-elected, shall not exceed four consecutive terms. Any vacancies in the offices of the Corporation shall be filled by the Board of Directors at any regular meeting. Members may volunteer to be officers.

Page 3 of 5

Article VII: Duties of the Officers of the Executive Board

  1. The President shall preside at all meetings of the Corporation, and shall perform other duties as may be prescribed in Bylaws or assigned to him/her by the Corporation or by the Executive Board, and shall coordinate the work of the officers and committees of the Corporation in order that the purposes may be promoted. Any and all withdrawals from the Corporation account must be signed by the President or the Treasurer.
  2. The Vice President shall act as aide to the President, and shall perform the duties of the President in the absence or disability of the President.
  3. The Secretary shall record the minutes of all meeting of the Corporation, and of the Board of Directors, and the Executive Board, and shall perform such other duties as may be delegated to him/her. The Secretary will be responsible for authenticating the records of the Corporation, and shall control and maintain all corporate records.
  4. The Treasurer shall have custody of all of the funds of the Corporation; shall keep a full and accurate account of the receipts and expenditures; and shall make disbursements in accordance with the approved budget, as authorized by the Corporation. Any and all withdrawals from the Corporation’s account must be signed by the President or the Treasurer.

Article VIII: The Board of Directors

The Board of Directors shall consist of not less than six (6) persons who shall include the President, Vice President, Secretary and Treasurer. The Board of Directors shall, thereafter, be elected by majority vote of the members at the annual meeting or by proxy vote. The election of Board of Directors members that are not elected officers shall follow the same timeline detailed in Article V: Election of Officers. Each Director shall serve for a term of one year. Directors may be elected for unlimited successive terms. A Director may resign at any time by delivering written notice to the Board of Directors or its Chairman. A Director may be removed from the Board of Directors in accordance with Tennessee Code Annotated Section 48-58-108.

Article IX: Chairs of the Standing Committees

The duties of the Chairmen of the Standing Committees shall be (1) To transact necessary business in the intervals between meetings of the Corporation, and such other business as may be referred to it by the Corporation; (2) To present a report at the regular meetings of the Corporation as to the status of the activities of their committees; (3) To prepare and submit to the Corporation for approval a Budget for the fiscal year; and (4) To have approved the payment of any outstanding bills incurred for the benefit of the Corporation.

Article X: Voting

A quorum of the Board of Directors consisting of a majority of the Directors in office shall be required for the transaction of business of the Corporation. Board members may vote by proxy on all matters related to the Corporation. Board Members proxy votes must be received by the Secretary no less than 12 hours prior to the Board Meeting. Voting by the general membership on special matters of the Corporation as established by the Board of Directors, not including elections, shall be announced no less than 14 days before the date established for the vote count, and proxy votes from the general membership must be received by the Secretary, no less than 12 hours before the vote count.

Page 4 of 5

Article XI: Committees

The following committees shall be created as needed for the completion of the goals of the Corporation.

  1. The Communications Committee: The Communication Committee shall be responsible for publishing and distribution of The Vidette, serving as webmaster for the webpage, public relations (PR) and press releases, maintaining the Facebook page and making needed posts, making public service announcements (PSA’s), and maintaining the database and membership status.
  2. The Outreach Committee: The Outreach Committee shall be responsible for membership recruitment, speeches and presentations, liaison to other groups and organizations, serve as city greenway advisor, facilitate events, and establish future needs and long-term projects.
  3. The Foundation Committee: The Foundation, aka Research, Committee, shall be responsible for By-Laws updates/revisions, legal related activities, membership level study, corporate level study, grant requests, fund raising, and scholarship program.
  4. The Finance Committee: The Finance, aka Fund Raising, Committee shall be responsible for income and expenses. budget, writing checks, debit card study, office supplies, and serve as oversight of the Friends historian activities.

Each committee shall consist of a Chairman, and one or more members, to be selected by the Chairman.

Article XII: Changes to the Bylaws or Articles of Incorporation

Changes to the Bylaws or Articles of Incorporation may be made by vote of the majority of the Board of Directors. Changes to the Bylaws shall be documented in the Bylaws Revision History that is included as part of the Bylaws document. Changes to the Articles of Incorporation shall follow the process required by federal and state law or code.

Page 5 of 5

Article XIII: Bylaws Revision History

A 1989 Release of original Bylaws
B 10/13/2016 Re-numbered Articles due to adding/changing Article content; added Article IV indicating fiscal year as July 1 to June 30; added Dues Schedule Document reference to Article V and improved wording; added election process time line, changed term limit from 2 to 4, changed officer start date from June 1 to July 1 in Article VI; improved wording/clarified voting process in Article X; added Bylaws Revision History reference in Article XII and process to change Articles of Incorporation; added Article VIII Bylaw Revision History.

C 12/12/2016 Updated membership renewal to be concurrent to fiscal year, change term Chairman to Chair in Article VIIII.
D 1/12/2017 Corrected typographical and spelling errors, added “promote” to Article II, Section 1, changed “and” to “or” in Article VII, Sections 1 and 4, for President and Treasurer authorization to make withdrawals from the corporate account, updated committee titles, and defined the areas of responsibilities for each committee.