ARTICLE I - NAME
The name of the corporation shall be the "Industrial Development Board of the County of Hickman".
ARTICLE II - OFFICES
SECTION 2.1 OFFICE.
The principal office of the corporation shall be P. O. Box 888, Lyles, Tennessee 37098.
SECTION 2.2 OTHER OFFICES.
The corporation may also have offices at such other places as the Board of Directors may from time to time so decide.
ARTICLE III - PURPOSES
The purposes for which the corporation is organized are to promote and facilitate industrial and economic development of, and provide additional job opportunities in, Hickman County, Tennessee and to exercise the authority of and pursue the objectives of industrial development corporations as provided for in Tennessee Code Annotated, and particularly Chapter 53 of Title 7 thereof, it being the intention of the corporation to make the scope of the authorized business activities of said corporation as broad as is permitted by the applicable statutes of the State of Tennessee. The corporation may do any other act permitted of such corporations under the laws of the State of Tennessee.
ARTICLE IV - BOARD OF DIRECTORS
SECTION 4.1 COMPOSITION
The corporation shall have a board of directors in which all powers of the corporation shall be vested and which shall consist of ten (10) directors.
SECTION 4.2 COMPENSATION OF DIRECTORS
The Directors shall serve as such without compensation, except that they shall be reimbursed for their actual expenses incurred in and about the performance of their duties, unless otherwise authorized by local ordinance or resolution.
SECTION 4.3 NOMINATION AND ELECTION OF DIRECTORS
The Directors shall be nominated and elected by the Legislative Body of Hickman County, Tennessee. Seven (7) of the Directors shall be nominated by the commissioners representing each of the seven county commission districts and three (3) of the directors shall be nominated at-large, i.e. by any of the county commissioners.
SECTION 4.4 QUALIFICATIONS OF DIRECTORS
- All Directors shall be duly qualified electors, taxpayers and permanent residents in Hickman County, Tennessee.
- No Director shall be an officer or employee of Hickman County, Tennessee nor shall have served in an elected position within the County in the last two (2) years.
- All Directors shall be chosen by the Legislative Body from the membership of any chamber of commerce, board of trade, or other similar civic organization in existence in Hickman County, unless, in the judgment of the Legislative Body there are no members of such organization who are both suitable and available to serve as directors of the corporation.
SECTION 4.5 DISQUALIFICATION OF DIRECTORS
The Board of Directors shall, upon becoming aware of any the following circumstances, declare the director’s office to be vacant and request the Legislative Body to nominate and elect another person to fill the vacant office.
- The Director ceases to be a duly qualified elector, taxpayer or permanent resident in Hickman County, Tennessee
- The Director becomes an officer or employee of Hickman County, Tennessee.
- The Director, at the time of the Annual Meeting, has not attended a minimum of fifty percent (50%) of the regularly scheduled Board meetings held during the immediately preceding 12 months or has missed three (3) consecutive regularly scheduled meetings.
SECTION 4.6 STAGGERED TERMS OF DIRECTORS
The Directors were so elected that they hold office for staggered terms as described below:
- Staggered Terms
At the time of the election of the board of directors, the Legislative Body divided the directors into three (3) groups containing as near equal whole numbers as may be possible, as follows:
- The term of the first group, consisting of three (3) directors, for two (2) years.
- The term of the second group, consisting of three (3) directors, for four (4) years.
- The term of the third group, consisting of four (4) directors, for six (6) years.
With the system of Staggered Terms in place, roughly one third of the ten director positions will become open and in need of being filled every two years.
(b) Staggered Terms Chart
The Board of Directors shall maintain a Staggered Terms Chart showing clearly and graphically the staggered terms of director positions extended into the future at least six (6) years.
The Board’s Staggered Terms Chart is attached to these by-laws as Attachment # 1.
SECTION 4.7 TERMS OF DIRECTORS - SUCCESSIVE TERMS - TERM LIMITS - VACANCY EXCEPTION.
a. Terms of Directors
Initial Terms. The initial terms of directors was two (2), four (4) and six (6) years, as indicated above under the staggered terms provisions.
Regular Term. The regular term of a director is six years starting from the first day (July 1) of the fiscal year in which the director is appointed appointed although the actual appointment date may be later in the year.
b. Successive Terms & Term Limits
Directors may not serve successive terms. After having served one term, whether an “initial term” or a “regular term”, at least two (2) years shall have elapsed before a former director again becomes eligible to serve as a director.
c. Vacancy exception
Notwithstanding the provisions of paragraph (c), above, an individual appointed to fill an unexpired term of three years (3) or less may be elected to a succeeding full term of six (6) years.
d. No director, after having vacated a director position, shall again be eligible to serve as a director until at least two (2) years have elapsed from the end of the term of the vacated position.
SECTION 4.8 FILLING VACANT DIRECTOR POSITIONS
When a vacancy occurs in the office of a director, including a vacancy resulting from removal, the Legislative Body shall nominate and elect another person to fill the vacancy until the end of the term of the office.
SECTION 4. 9 CONTINUATION OF DIRECTOR SERVICE
If at the expiration of any term of office of any director a successor to the director shall not have been elected, then the director whose office shall have expired shall continue to hold office until a successor is elected, but not for more than ninety (90) days.
The President of the Industrial Development Board shall notify the Chairman of the Legislative Body at least sixty (60) days before the expiration of each director’s term.
In the case of a resignation or a removal, the President, as soon as is possible, shall notify the Chairman of the Legislative Body and may notify the Chairman of the Nominating Committee, declaring the position vacant and open, specifying the District position affected.
SECTION 4.10 REMOVAL OF DIRECTORS
Directors may be removed by a majority vote of the Hickman County Legislative Body upon finding that such director has engaged in malfeasance, misfeasance or nonfeasance in office or such director is guilty of violating the conflicts of interest statute of Tennessee as found in T.C.A. 12-4-101.
SECTION 4.11 POWERS OF THE BOARD OF DIRECTORS
(a) General Powers.
The Board of Directors shall have the general power to manage, conduct and control all business affairs and property of this corporation, and to do all lawful acts, with reference thereto and exercise all powers of the corporation and powers permitted by the State of Tennessee.
(b) Specific Powers.
The Board of Directors, without abridging the general powers above enumerated or as provided by the laws of the State of Tennessee, shall have the following powers:
- To establish a body of Rules and Regulations for the operation of the corporation with the power to change said rules and regulations if not consistent with these By-Laws, the Charter, or the laws of the State of Tennessee.
- To purchase, lease and otherwise acquire in the corporation name any property for the use of the corporation.
- To create debts, to make and issue notes, mortgages, bonds, deeds of trust, trust agreements and to do every other act necessary to effectuate the same.
- To do any other act permitted by the laws of the State of Tennessee for public benefit corporation.
SECTION 4.12 MEETINGS OF THE BOARD OF DIRECTORS
(a) Meetings and Notices.
The Board of Directors shall hold meetings at such times as are necessary for the transaction of business, but not less than once every calendar month. Said meetings are to be open to members of the public. Sufficient notification exists for regularly scheduled meetings of the Board but specially called meetings shall be preceded by seventy-two (72) hours posted notice, and if possible, a notice published in the newspaper or general circulation within the limits of Hickman County, Tennessee. These special meetings may be called by a majority of the number of the board of directors or by the President, upon giving notice as herein provided. The board of directors shall hold an Annual Meeting each year in the month of July. At this time, the officers of the Board shall be elected or re-elected, the by-laws reviewed and amended (if necessary) and Policies and Procedures modified or approved.
(b) Conduct of meetings.
The rules contained in the current edition of Roberts Rules of Order shall govern the conduct of meetings in all cases in which they are applicable. In those cases in which these rules are not applicable, the corporation may adopt special rules of order.
(c) Quorum and Voting.
The presence of six (6) members of the Board of Directors shall constitute a quorum for the transaction of business. In the absence of a quorum, the members present may adjourn and fix a time for an adjourned meeting no later than fifteen (15) days from the date of adjournment. A vote of six (6) members of the Board of Directors shall be required for the transaction of any business at any meeting.
Any vote dealing with financial matters shall be "Roll Call" vote.
(d) Voting and Proxies.
Each member of the Board of Directors shall be present at the time his or her vote is cast or counted. No proxy voting shall be allowed.
SECTION 4.13 COMMITTEES OF THE BOARD OF DIRECTORS
Committees are not practical with a body of this size so instead we have instituted a system of assigning a single point of contact for each issue. Said issues shall be known as "Projects" and must be individually approved as such by the Board of Directors.
After such approval, the President shall assign the "single point of contact", hereafter known as the "Project Manager". Said Project Manager shall then have the responsibility of developing the Project to the ultimate satisfaction of the Board of Directors.
The Project Manager has the choice of soliciting aid from any source but cannot enter into any binding contracts or obligations without Board approval. The Project Manager may be expected to report on the progress of the Project at the regularly scheduled meetings.
In the event that the Project Manager cannot pursue the Project to the satisfaction of the Board, the President of the Board or himself, he may either resign as Project Manager or be replaced by either the Board or the President of the Board.
ARTICLE V - OFFICERS
SECTION 5.1 COMPOSITION.
The Officers of the corporation shall be a President, Vice-President, Secretary and Treasurer.
SECTION 5.2 QUALIFICATIONS OF OFFICERS..
All Officers shall be members of the Board of Directors at the time of their election.
SECTION 5.3 ELECTION OF OFFICERS.
The Officers shall be elected by the Board of Directors each year at the Annual Meeting of Directors in the month of July.
SECTION 5.4 TERMS OF OFFICERS.
The Officers shall be elected to one (1) year terms. Officers may serve successive one (1) year terms without limit (at the discretion of the Board of Directors) or until their term as a Board Member expires.
SECTION 5.5 CONTINUATION OF OFFICER SERVICE.
If at the expiration of any term of office of any Officer, a successor to the Officer shall not have been elected, then the Officer whose office shall have expired shall continue to hold office until a successor is elected, but not for more than ninety (90) days.
SECTION 5.6 DUTIES OF OFFICERS.
The President shall, subject to supervision by the Board of Directors, perform the duties described below:
- The President shall have general supervision of the affairs of the Corporation, shall sign all contracts and other instruments of the Corporation as authorized by the Board of Directors.
- The President shall preside at all Board of Director meetings and in so doing shall prepare meeting agenda, ascertain whether a quorum is present, recognize members who ask for the floor, conduct the voting on all motions, decide on questions of order, and adjourn meetings when the assembly so votes. The President shall appoint all Project Managers and be an ex-officio member of all Projects.
- The President shall perform such other duties as are incident to the office or are properly required of the office and as the Board of Directors may from time to time decide.
In the absence of the President, the Vice-President shall perform the duties of the President.
The Vice-President shall, subject to supervision by the President, perform the duties described below:
- The Vice-President shall perform such other duties as are incident to the office or are properly required of the office and as the Board of Directors may from time to time decide.
In the absence of the Vice-President, the Board of Directors shall appoint another director to perform the duties of the Vice-President.
The Secretary shall, subject to supervision by the President, perform the duties described below:
- The Secretary shall take minutes of all Board meetings and present such minutes to the Board for approval. Once such minutes are approved by the Board and signed by the President and Secretary they shall become the official record of the corporation.
- The Secretary shall furnish or cause to be furnished to the Chairman of the Legislative Body, on a quarterly basis, a copy of all approved minutes of meetings and attachment thereto.
- The Secretary shall perform such other duties as are incident to the office or are properly required of the office and as the Board of Directors may from time to time decide.
In the absence of the Secretary, the Board of Directors shall appoint another director to perform the duties of the Secretary.
The Treasurer shall, subject to supervision by the President, perform the duties described below:
- The Treasurer shall keep clear, concise records of all financial matters pertaining to the corporation. The Treasurer shall present a Treasurer’s Report to the Board for approval at each monthly Board meeting. The Treasurer shall file or cause to be filed all reports required by the Federal and State governments.
- The Treasurer shall furnish or cause to be furnished to the Chairman of the Legislative Body, on a quarterly basis, a copy of the Industrial Development Board’s most recent financial statement.
- The Treasurer shall perform such other duties as are incident to the office or are properly required of the office and as the Board of Directors may from time to time decide.
In the absence of the Treasurer, the Board of Directors shall appoint another director to perform the duties of the Treasurer for the remainder of the Treasurer’s term in office.
ARTICLE VI - AMENDING THE BY-LAWS
Any changes in these By-laws shall be made by a majority vote of the Board of Directors as provided for in Article IV, Section 4.12, subsection (c) as contained herein and such changes shall be reported to the Hickman County Legislative Body via the office of the Hickman County Clerk.
Sufficient notice shall be given to the Members of the Board of Directors of any planned changes to the by-laws. If such notice is not given, the vote on the by-laws changes may be postponed until the next meeting at the discretion of the Board of Directors.
By-laws can only be amended once in a twelve month period.
I certify that these By-Laws for the Corporation were duly adopted at an Annual Meeting of the Board on the 12th day of July, 2015.
|Member||District Represented||Group 1||Group 2||Group 3||Date Appointed||Term Start||End Initial Term||FY Term End||Length Initial Term||FY Reappointed||Appointment Years|
|Gough, Greg||3||2016||03/25/19||07/01/18||06/30/22||06/30/22||3.3||Not Eligible||3.3|
|Casto, Don||5||2014||10/27/14||07/01/14||06/30/20||06/30/20||5.7||Not Eligible||5.7|
|Aydelott, Paul||7||2014||08/25/14||07/01/14||06/30/20||06/30/20||5.9||Not Eligible||5.9|