ARTICLE I. Name and Address

The name of the corporation is Solidarity, Development, and Light Association (the “Corporation”). The Board of Directors may designate other names for specific activities and programs as it deems appropriate. The principal office shall be located at 2113 Bethel Ave., 395, Knoxville, TN 37915. The Board of Directors may move the office and/or establish new offices at any place where the Corporation is qualified to do business, at such places as the Board of Directors may from time to time determine.

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ARTICLE II. Purposes

The Corporation shall:

• Address issues of concern to the community of refugees and immigrants in the state of Tennessee and promote understanding and appreciation of refugee and immigrant culture for the American people;

 

• Promote areas including, but not limited to, public safety, education, job training and assistance, public services, social services, food revitalization, cultural activities, and Human Services (child care, elderly, scholarships, interpreters, and health care);

 

• Work together for a good development and integration in a light spirit and solidarity;

 

• Establish and monitor open forum discussions about refugee quality of life;

 

• Act as an advocate for concerned individuals through contact with governmental bodies and appropriate agencies and individuals;

 

• Organize special community and cultural events;

 

• Gather and disseminate information to members of the community;

 

• Provide assistance and grants which will help development, education, and healthy living (scholarships, convenience African food store and restaurant, vans for the community, etc);

 

• Create and sustain a center for information and assembly primarily for the refugee and immigrant community, but also remain open to people from ethnic groups and races represented in the community;

 

• Improve access, coordination and delivery of services available to refugees, resulting in better living conditions in the community;

 

• Increase educational opportunities for members of the refugee and immigrant community, including: adult refugee English as a second language classes; youth academic and character development, plus healthy alternative recreation; Community Access Television programs providing cultural and social service information;

 

• Improve the lives of working families by providing social adjustment activities, access to job placement, career advice, improving parents’ relationships with public schools and other measures; and

 

• Organize cultural events and family activities that will preserve and stimulate cultural values and provide culturally appropriate solutions to refugee and immigrant families’ problems;

 

In addition, this Corporation is formed for the purposes of performing all things incidental to, or appropriate in, the achievement of the foregoing specific and primary purposes. However, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of its primary charitable purposes.

 

The Corporation shall, in addition, be empowered to carry out any activities authorized by the Tennessee Nonprofit Corporation Act and that may be carried out by organizations that are exempt under Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code.

 

 

ARTICLE III. Membership

 

1. This Corporation shall have members. Membership shall be open to all refugees and immigrants residing in the state of Tennessee.

 

1. Membership will be granted after an applicant files an application and pays a forty dollar ($40) initial application fee and agrees to pay ten dollars ($10) a month or $100.00 per year.

 

1. One year of not paying fees will result in removal of membership.

Delinquent members may reapply when previous dues of $120.00 plus the initial $40 application fee have been paid.

 

1. Voting Rights. All members 18 and older may vote.

2. All general membership meetings shall be open to all members. The time, place, and agenda of these meetings shall be placed in a notice give to all members at least ten (10) days before a meeting. The President of the Corporation shall establish an agenda for each meeting

 

 

ARTICLE IV. Board of Directors

 

1. Power of the Board of Directors. The business and affairs of the Corporation shall be supervised by its Board of Directors, which shall exercise in the name of and on behalf of the Corporation all of the rights and privileges legally exercisable by the Corporation as a corporate entity, except as may otherwise be provided by law, the Charter, or these Bylaws. The Board of Directors may accept, on behalf of the Corporation, any contribution, bequest or devise. The Board of Directors shall have exclusive discretion and control over the acceptance of all contributions and will not accept contributions earmarked in any manner that would make them not deductible under Section 170(c)(2) of the Internal Revenue Code. The Board of Directors shall have the authority to hire and dismiss any employees as necessary in order to carry out the objectives of the Corporation. Furthermore, the Board of Directors shall have the authority to receive, administer and distribute property on behalf of the Corporation in accordance with the provisions set forth in these Bylaws. The Board of Directors may delegate the management of the day-to-day operation of the business of the Corporation to a committee (however composed), or other person (employee or contractor), provided that the activities and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board of Directors. The Board of Directors may also establish an Advisory Committee to help conduct the business of the Corporation.

 

1. Composition of the Board of Directors. The Board of Directors shall consist of 7 to 9 members. The number of directors may be increased or decreased from time to time by the Board of Directors by amendment of these Bylaws, but no decrease shall have the effect of reducing the number of directors below three. Directors shall be persons who have attained the age of twenty-one (21) years. The Corporation shall strive to have a diverse Board of Directors composed of representatives from the following fields: Industry and business, medicine, law, civic organizations and the general population. The Board of Directors shall elect such other officers as the Board of Directors may deem necessary or appropriate.

 

1. Election. Candidates for the Board shall be selected from among those nominated by the Nominating Committee, if such a committee is formed, and shall be voted on at an annual Board meeting. Directors shall be elected by a majority vote of those members who have paid their dues up to date. A secret ballot shall be used for voting and each member may vote for two candidates. A member may not use his/her two votes to vote for the same candidate. The candidates with the most votes will be elected to the Board of Directors.

 

1. Terms. Each director shall serve for a term of three (3) years, or until removed. Directors may serve any number of consecutive terms.

 

1. Removal. A director may be removed for cause by a majority vote of the directors then sitting. Cause includes, but is not limited to, when a director has (i) missed three (3) or more meetings, whether a regular member meeting or Board of Directors meeting, in a twelve (12) month period without a valid excuse, (ii) embezzled money from the organization, (iii) committed a crime that negatively impacts the organization, or (iv) acted contrary to the goals and purposes of the Corporation as set forth in these Bylaws . A director may also be removed without cause by a vote of two-thirds of the directors then in office. Removal as director also constitutes removal as an officer.

 

1. Resignations. Any director may resign at any time by giving notice of resignation to the President, the Secretary, or the other member of the Board of Directors. Resignation shall be effective immediately, unless the notice specifies a later time for the effectiveness of the resignation. If the resignation is effective at a future time, a successor may be designated to take office when the resignation becomes effective. No director may resign when the Corporation would then be left without a duly elected director in charge of its affairs or fewer than three board members.

 

1. Vacancies. Vacancies on the Board of Directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from a resignation or a removal with or without cause, may be filled at any time by a majority vote of Board members then in office. If the directors remaining in office constitute fewer than a quorum, they may fill the vacancy by an affirmative vote of a majority of all the directors remaining in office. A director elected under this section shall serve until the next annual meeting, at which time the position shall be filled according to the election procedures in Section C, above.

 

1. Regular Meetings. The Board of Directors shall meet regularly once a month at such time and place as designated by resolution of the Board. A majority of the Board may vote to meet less than once a month. These meetings shall be open to all members. Time, place, and agenda of the meeting shall be stated in a notice before each meeting.

 

1. Annual Meeting. The Board of Directors shall designate one regular meeting as the annual meeting at which elections of Directors and Officers will be held. The annual meeting shall be held at a place designated by the Board. At least ten (10) days notice of the annual meeting shall be given.

 

1. Special Meetings. Special meetings of the Board of Directors may be called by the President or by a majority of the Board. Special meetings will require two (2) days notice to each director and member of the date, time, and place of such special meeting.

 

1. Waiver of Notice of Meeting. A Director and Member may, in writing, waive notice of any meeting of the Board of Directors either before or after the meeting, and such waiver shall be deemed the equivalent of giving notice. Attendance of a director at a meeting shall constitute waiver of notice of that meeting, unless attendance is for the express purpose of objecting to the transaction of business because the meeting has not been lawfully called or convened.

 

1. Adjournment. A meeting of the Board of Directors may be adjourned. Notice of the adjourned meeting or of the business to be transacted there, other than by announcement at the meeting at which the adjournment is taken, shall not be necessary. At an adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.

 

1. Action Without a Meeting. The Board of Directors may take any required or permitted action without a meeting, if all Directors shall individually or collectively consent in writing to such action. If all Directors so consent, the affirmative vote of the number of votes that would be necessary to authorize or take action at a meeting shall be the act of the Board. A consent shall have the same force and effect as a meeting vote of the Board or committee, and may be described as such in any document. Written consent in lieu of a meeting may be given in writing or by electronic mail.

 

1. Attendance by Telephone. If a member of the Board of Directors is not reasonably able to attend a meeting, a majority of the directors present may authorize participation by conference telephone or similar communications equipment, so long as the absent director can hear, or be advised of the discussion of business, and other directors can hear, or be advised of the absent director’s votes or comments. An absent director participating by telephone may count toward a quorum.

 

1. A quorum shall be a majority of the directors in office. If a quorum is

present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors, unless a greater number is otherwise specified in these Bylaws.

 

1. Compensation of Board Members. No member of the Board of Directors

shall receive any salary or compensation for service as director. No director shall receive any service or benefit not provided to the general public. Directors may receive reimbursement for out-of-pocket expenses incurred while conducting authorized business on behalf of the Corporation. Directors shall be entitled to receive reasonable fees for goods or services rendered to the Corporation in capacities other than as directors of the Board of Directors.

 

 

Article V. Committees

 

1. Committees. The Board of Directors may designate one or more committees to exercise all or a portion of the authority of the Board of Directors. A committee may consist of one natural person. Members of the committees may be directors or other persons. Members are only eligible to serve on committees after a regular contribution to the corporation of six (6) months. However, the previous six (6) month requirement may be waived by vote of the majority of the Board of Directors. The creation of the committee and the appointment of members to it must be approved by a majority vote of the Board of Directors when a quorum is present. Committees shall be under the control and serve at the pleasure of the Board of Directors, shall have the duties assigned to them by the Board of Directors or these Bylaws, shall maintain a permanent record of their actions and proceedings, and shall regularly submit a report of their actions to the Board of Directors, which shall ratify the actions of each committee. The Board of Directors may also designate one or more advisory committees that do not have the authority of the Board of Directors. However, no committee, regardless of Board resolution, may: (1) fill vacancies on the Board of Directors; (2) appoint any other committees or committee members; (3) amend or repeal the charter, bylaws, or a Board resolution; (4) or approve any self-dealing transaction. No committee shall bind the Corporation in a contract or agreement or expend corporate funds, unless authorized to do so by the Board of Directors. No committee shall approve a plan of merger, consolidation, voluntary dissolution, bankruptcy, or reorganization; the sale, lease, or exchange of all or substantially all of the property and assets of the Corporation; or revoke any such plan.

 

Meetings and actions of all committees shall be governed by, and held and taken in accordance with, the provisions of Article IV of these Bylaws, concerning meetings and actions of directors, with such changes in the context of these bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Board of Directors may adopt rules not inconsistent with the provisions of these bylaws for the government of any committee.

 

1. Ad Hoc Committees. The Board of Directors, as evidenced by resolution, may from time to time create ad hoc committees. Ad hoc committees shall limit their activities to the accomplishment of the tasks for which created and shall have no power to act except as specifically conferred by resolution of the Board of Directors. Such committees shall operate until their tasks have been accomplished or until earlier discharged by the Board of Directors.

 

1. Executive Committee. The Board of Directors may appoint an Executive Committee composed of the officers of the Board of Directors, and other Board members as a majority of the Board shall designate. They shall meet as needed to plan for the Board’s work and to fulfill tasks assigned to them by the board. The Executive Committee, unless limited in a resolution of the board, shall have and may exercise all the authority of the Board in the management of the business and affairs of the Corporation between meetings of the Board.

 

1. Nominating Committee. The Board of Directors may appoint a Nominating Committee. The Board shall appoint Committee members by a vote of a majority of Directors present, provided a quorum exists. Those eligible to serve on the Committee include, but are not limited to, current directors and staff members. The Committee shall be responsible for proposing a slate of directors and officers to the Board for its consideration. Such slate of officers shall be submitted to each member of the Board of Directors at least one (1) month prior to the date of the annual meeting at which the officers are to be elected.

 

 

ARTICLE VI. Officers of the Corporation

 

1. Officers. The Corporation shall have a President, Vice-President, Secretary, Treasurer. Officers may also be directors. Any person may hold two or more offices, except that the President, Vice-President, and Secretary may only hold one of those positions. Officers shall serve a two (2) year term and may serve any number of consecutive terms.

 

1. Duties of Officers. 

 

1. Subject to the control, advice and consent of the Board of Directors, the President shall, in general, supervise and conduct the activities and operations of the Corporation, shall keep the Board of Directors fully informed and shall freely consult with them concerning the activities of the Corporation, and shall see that all orders and resolutions of the board are carried into effect. The President shall be empowered to act, speak for, or otherwise represent the Corporation between meetings of the board. The President shall be responsible for the hiring and firing of all personnel, and shall be responsible for keeping the board informed at all times of staff performance and for implementing any personnel policies adopted by the board. The President is authorized to contract, receive, deposit, disburse, and account for funds of the Corporation; to execute in the name of the Corporation all contracts and other documents authorized either generally or specifically by the Board of Directors to be executed by the Corporation; and to negotiate all material business transactions of the Corporation. The President shall appoint individuals to regular and ad hoc committees. The President shall perform whatever duties the Board of Directors may from time to time assign. The President may delegate any of the above responsibilities to an Executive Director.

 

1. Vice-President. The Vice-President shall be in charge of maintaining the general membership files. This shall include keeping records of members, creating and maintaining a system to collect membership fees, communicate with members

 

1. The Secretary shall have charge of such books, documents, and papers as the Board of Directors may determine; shall give, or cause to be given, notice of all meetings of the directors; shall keep, or cause to be kept, a record containing the names and addresses, alphabetically arranged, of all persons who are directors, officers, or employees of the Corporation. The Secretary shall, in general, perform all the duties incident to the office of Secretary subject to the control of the Board of Directors and shall perform other duties as may be prescribed by the Board of Directors from time to time.

 

1. The Treasurer shall have custody of all corporate funds, property and securities subject to such regulations as may be imposed by the Board of Directors. The Treasurer shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements and shall deposit, or cause to be deposited all corporate funds and other valuable effects in the name of and to the credit of the Corporation in a depository or depositories designated by the Board of Directors. Corporate funds may be deposited only in banks or institutions that are insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation. The Treasurer shall be responsible for filing all necessary documents and reports with all federal, state, and local government entities. These filings include, but are not limited to, the federal tax return, annual report, and any other filings required by law. The Treasurer shall give to the President or Board of Directors, whenever they require it, an account of transactions as Treasurer and of the financial condition of the Corporation. Additionally, the Treasurer shall prepare an annual report for review by the Board of Directors and the general membership. The Treasurer shall, in general, perform all duties incident to the office of Treasurer, subject to the control of the Board of Directors, and shall perform other duties as may be prescribed by the Board of Directors from time to time.

 

1. Social (Standing) Committee. The Social Committee chair shall coordinate all social events including, but not limited to picnics, parties, family events, and other social gatherings that the Board deems are financially and socially in the best interests of the Corporation.

 

1. Culture and Sport (Standing) Committee. The Culture and Sport Committee chair shall coordinate all cultural and sport events. This shall include at least one regular annual cultural event and at least one annual sport event.

 

1. Executive Director. The Board of Directors may appoint an Executive Director of the Corporation, who is accountable to the board and shall work closely with the board to fulfill its objectives. He or she shall be responsible to the Board of Directors, shall report annually to the Board of Directors, making budget and program recommendations, and shall perform such other duties as the Board of Directors may designate from time to time. The provisions of the Charter and these Bylaws relating to standards of conduct, indemnification and advancement of expenses shall be applicable to the Executive Director as an officer of the Corporation.

 

1. Election and Terms. The officers shall be elected by and from the membership. The term of office shall be for three (3) years. An officer may be elected for an unlimited number of consecutive terms.

 

 

ARTICLE VII. Finances

1. Fiscal Year. The fiscal year shall be from January 1 to December 31, but may be changed from time to time by the Board of Directors.

 

1. Budget. The Board of Directors shall prepare and adopt an annual budget at its first meeting each year.

 

1. Annual Financial Statement. The Treasurer shall be responsible for preparing the annual financial statement, or for working with an accountant to ensure that this statement is prepared. Such annual statement shall be distributed to the members of the Board.

 

 

ARTICLE VIII. Standards of Conduct

 

1. Standards of Conduct. A director or an officer of the corporation shall discharge his or her duties as a director or as an officer, including duties as a committee member:

 

(1) In good faith;

 

(2) with the care of an ordinarily prudent person in a like position would exercise under similar circumstances; and

 

(3) in a manner he or she reasonably believes to be in the best interest of the corporation.

 

1. Reliance on Third Parties. In discharging his or her duties, a director or officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

 

(1) One or more officers or employees of the corporation who the director or officer reasonably believes to be reliable and competent in the matters presented; or

 

(2) legal counsel, public accountants or other persons as to matters the director or officer reasonably believes are within the person’s professional or expert competence.

 

1. Bad Faith. A director or officer is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by Subsection B of this Article unwarranted.

 

1. No Liability. A director or officer is not liable for any action taken, or any failure to take action, as a director or officer, if he or she performs the duties of his or her office in compliance with the provisions of this Article.

 

 

ARTICLE IX. Conflicts of Interest

 

1. General. Except as provided in Subsection B of this Article, the Board of Directors shall not approve a conflict of interest transaction. A conflict of interest transaction is (1) a transaction in which the Corporation is a party and in which one or more of the Directors or Officers has a direct material interest, (2) a transaction between the Corporation and another corporation in which one or more of the Directors serves on the Board or as an Officer of both corporations, or (3) a transaction between the Corporation and any other corporation in which one or more of its Directors or Officers has a material financial interest. A Director or Officer must disclose any direct or indirect interest he or she has in any transaction into which the Corporation is contemplating entering. Failure to disclose a conflict of interest is a cause for removal of an Officer or Director.

 

A conflict of interest transaction is not voidable if the basis for imposing liability on the director or officer was a transaction that was fair at the time it was entered into, or if the transaction is approved as provided in Subsection B, below. Furthermore, any director who has a direct or indirect interest cannot be part of the discussion or vote to approve the transaction. The interested director’s non-participation in the matter shall also be memorialized in a written agreement to approve a conflict of interest transaction.

 

1. Manner of Approval. A transaction in which a director or officer of the Corporation has a conflict of interest may be approved if:

 

1. The material facts of the transaction and the interest of the director or officer were disclosed or known to the Board of Directors, or to a committee consisting entirely of members of the Board of Directors, and the Board of Directors or such committee authorized, approved, or ratified the transaction, or

 

1. Approval is obtained from the Attorney General of the State of Tennessee, or from a court of record having equity jurisdiction in an action in which the Attorney General is joined as a party.

 

1. Quorum Requirements. For purposes of Subsection B of this Article, a conflict of interest transaction is authorized, approved or ratified if it receives the affirmative vote of a majority of the Directors of the Board of Directors, provided a quorum is present, without counting the vote of the interested director or directors. A transaction may not be authorized, approved, or ratified under this Article by a single director.

 

 

ARTICLE X. Liability, Indemnification,

and Advancement of Expenses

 

1. Limited Personal Liability. Under the authority of Section 48-52-102(b)(3) of the Tennessee Nonprofit Corporation Act, as amended, a director, officer, or employee, shall not be personally liable to the Corporation or its members for monetary damages for breach of fiduciary duty as a director, officer, or employee, except that this provision shall not eliminate or limit the liability of a director, officer, or employee for:

 

(1) Any breach of the duty of loyalty to the Corporation; or

 

(2) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or

 

(3) any unlawful distribution of assets in violation of Section 48-58-304 of the Tennessee Nonprofit Corporation Act.

 

1. Indemnification. To the maximum extent permitted by the Tennessee Nonprofit Corporations Act, the Corporation shall indemnify and advance expenses to any person who is or was a director or officer of the Corporation, and may indemnify and advance expenses to any person who is or was an employee or volunteer of the Corporation, or to such person’s heirs, executors and administrators, for the defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal (any such action, suit or proceeding being hereinafter referred to as the “Proceeding”), to which such person was, is, or is threatened to be made, a named defendant or respondent, which indemnification and advancement of expenses shall include counsel fees actually incurred as a result of the Proceeding or any appeal thereof, reasonable expenses actually incurred with respect to the Proceeding, all fines (including any excess tax assessed with respect to an employee benefit plan), judgments, penalties and amounts paid in settlement thereof, subject to the following conditions:

 

• The Proceeding was instituted by reason of the fact that such person is or was a director or officer of the corporation; and

 

• the director or officer conducted himself or herself in good faith, and he or she reasonably believed:

 

1. in the case of conduct in his or her official capacity with the Corporation, that his or her conduct was in its best interest;

 

1. in all other cases, that his or her conduct was at least not opposed to the best interests of the Corporation;

 

1. and in the case of any criminal proceeding, that he or she had no reasonable cause to believe his or her conduct was unlawful.

 

The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director or officer did not meet the standard of conduct herein described.

 

ARTICLE XI. Amendments of the Charter and Bylaws

 

The charter and these bylaws may be amended or repealed by a two-thirds vote of the combination of directors then in office and members. Before a vote on an amendment to the charter or bylaws, the corporation shall provide ten (10) business days notice of any meeting at which an amendment is to be approved. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. These bylaws as amended shall become effective upon approval by the Board.

 

 

ARTICLE XII. Dissolution of the Corporation

 

A two-thirds majority of directors then in office may vote to dissolve the Corporation. If the Board chooses to dissolve the Corporation, the Corporation must deliver to the Secretary of State for filing articles of dissolution and termination. The Corporation shall give at least seven days notice of any meeting at which dissolution will be approved, stating that a purpose of the meeting is to consider dissolution.

 

Upon the dissolution of the Corporation, funds held by the Corporation shall be returned to their sources. All other assets shall be distributed to any refugee service organization that is exempt within the meaning of Section 501(c)(3) of the Internal Revenue Code at the time the dissolution takes place. If no such organization can be found, the assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding Section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government for a public purpose. Any such assets not so disposed shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as the Court shall determine, which are organized and operated exclusively for such purposes.

 

ARTICLE XIII. Statement of Nondiscrimination

 

The Corporation shall not discriminate against any person in the hiring of personnel, applicants for membership as well as members, election of members of the Board of Directors, provision of service to the public, the contracting for or purchasing of services or in any other way, on the basis of race, color, sex, national origin, disability, age, sexual orientation, or any other basis prohibited by law. This policy against discrimination includes, but is not limited to, a commitment to full compliance with Title VI of the Civil Rights Act of 1964; Section 504 of the Rehabilitation Act of 1973, and the Age Discrimination Act of 1975, and any subsequent amendments to these statutes.

 

 

ARTICLE XIV. Nonpartisan Activities

 

This Corporation has been formed under the Tennessee Nonprofit Corporation Act of the State of Tennessee for the charitable purposes described above, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Corporation shall consist of the publication or dissemination of materials with the purpose of attempting to influence legislation, and the Corporation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office.