SEVIERVILLE HOSPITALITY ASSOCIATION, INC.
Section 1 - The name of this organization shall be Sevierville Hospitality Association, Inc., hereinafter referred to as the Association. The Association shall be a not-for-profit corporation in the State of Tennessee and the City of Sevierville.
Section 1 - The Association may have such offices as the Board of Directors may determine or as the affairs of the Association may require from time to time.
Section 1 - The purpose of the Association is as follows:
A. To foster a cooperative relationship between the "lodging" (overnight) and tourism establishments of the city of Sevierville, county of Sevier and the state of Tennessee.
B. To foster good practices and sound business principles in the hospitality industry and to discourage by concerted action bad practices which are detrimental to the hospitality industry.
C. To encourage sound public policy which establishes a fair business environment for the hospitality industry and which wisely avoids unjust burden on the industry.
D. To accumulate and process information relating to the hospitality industry and to disseminate such information among the members of the Association.
E. To generally advance the interest of the overnight lodging facilities and tourism businesses in the city of Sevierville and to develop friendly and ethical cooperation and coordination among the membership as well as others in the hospitality profession within the city of Sevierville.
F. To engage in any other activity consistent with the laws of the United States, the state of Tennessee, the county of Sevier, the city of Sevierville and the Charter of the Corporation.
Section 1 - Classes of Membership. The Association shall have two (2) classes of members: Regular Members and Allied Members. The classes shall be referred to collectively as "members."
Section 2 - Representatives of Members. Each member shall designate a person as representative of the member. Such designation shall be made at the time of application for membership and such designee shall remain as representative until a new representative is designated by the member in writing and recorded in the books of the Association.
Section 3 - Qualification of Regular Members. The Association shall have an unlimited number of Regular Members. A "Regular Member" must meet the following criteria: (1) Be an individual, firm, partnership or corporation engaged in the operation of an "overnight" lodging establishment or campground operation; or operate a restaurant or an attraction; (2) possess a valid city business license granted by the City of Sevierville; (3) possess a license issued by the Tennessee Department of Hotel and Restaurant Inspections, as required by law; (4) be approved by the Board of Directors, and (5) pay the dues and assessments for regular membership.
Section 4 - Quorum and Voting Rights. Twenty-five percent (25%) of the Regular Members (represented in person) of the Association shall constitute a quorum at any regular or special meeting of the membership of the association. Members must be present to constitute a quorum. Proxies will be permitted by written consent of the member duly authorized by the Secretary; Proxies will not be counted to constitute a quorum. Each Regular Member shall be entitled to one (1) vote on each matter submitted for a vote to the membership and only the representative of the member holding Regular Membership in the Association is entitled to vote.
Section 5 - Termination of Membership. The Board of Directors, by affirmative vote of two-thirds (2/3) of all the members of the Board, may suspend or expel a Member for cause after notice and hearing before the Board. The Board may terminate the membership of any member who becomes ineligible by failing to meet the criteria for membership, or who shall be past due in the payment of dues/fees for a period of ninety (90) days.
Section 6 - Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges accrued and unpaid prior to receipt by the Secretary of the resignation.
Section 7 - Reinstatement. Upon written request signed by a former Member and filed with the Secretary, the Board of Directors, by the affirmative vote of two-thirds (2/3) of the members of the Board, may reinstate such former member to membership upon such terms as the Board of Directors, in its discretion, may deem appropriate.
Section 8 - Transfer of Assignment of Membership. Membership in this Association is not transferable or assignable.
Section 9 - Allied Membership. An Allied Member must meet the following criteria: (1) Be an individual, firm, partnership or corporation engaged in a business which has a mutual aid relationship with the hospitality industry outside the regular membership categories; (2) be approved by two-thirds (2/3) vote of the Board of Directors; (3) and pay the dues and assessments for Allied Membership. The Board of Directors shall be vested with authority to limit the number of Allied Members and fix the dues and assessments thereof. Notwithstanding, the Board of Directors may not unreasonably withhold approval of an application for Allied Membership based upon direct competition and or similar service offered by an existing Allied Member. Allied members are entitled to attend all meetings, and with permission from the presiding officer, to engage in discussion or debate, but Allied Members have no voting rights. Allied Membership also includes but is not limited to Conventions and Visitor Bureaus, Departments of Tourism, Convention Centers, Chambers of Commerce, Educators and Students.
Section 10 - Vested Rights. No member of any type of the Association shall have any vested rights in membership or in the assets of the Association.
Section 1 - Regular Meeting. The regular meeting of the membership shall be held on the first Thursday of each month at 9:00 a.m., or at a time and place as designated by the President.
Section 2 - Special Meetings. Special meetings of the members may be called by the President, the Board of Directors, or not less that twenty-five percent (25%) of the members having voting rights. When a special meeting is called, the purpose or purposes for which said meeting is called shall be stated. Action at a special meeting so called will be restrictive to the matter(s) set forth in the notice required by Section 3 of this article.
Section 3 - Notice of Special Meetings. Each member shall be given notice in person, by mail, telephone or telefax, or other means reasonably calculated to be received by Member at least twenty-four (24) hours prior to said meeting. The notice shall state the time and place of the special meeting and the matters to be considered. At any meeting or special meeting of the Association, twenty-five percent (25%) of all active memberships, must be represented in person to constitute a quorum for all purposes.
Section 4 - Voting. Only Regular Members in good standing shall vote at meetings of the membership. Only one (1) vote per member represented shall be permitted on each issue put before the membership for a vote at any meeting of the membership. Proxies will only be permitted as set forth in Article IV, Section 4 of these By-Laws.
Section 1 - The Board of Directors may determine from time to time the amount of initiation fee and or fees, if any, and dues which will be paid on an annual basis. Any member of the Association (Regular or Allied) who fails to pay its dues and fees on the day fixed for payment may be terminated from membership of the Association as stated in Article IV, Section 5 of these By-Laws. A member so terminated must reapply for membership to be reinstated.
BOARD OF DIRECTORS
Section 1 - General Powers. The affairs of the Association shall be managed by its Board of Directors. A Director must be representative of a Regular Member. By two- thirds (2/3) vote, the Board of Directors may appoint and/or hire a "managing director" to handle any day to day "activities" of the Association. This appointee and/or managing director may not be a representative of a member (Regular Member or Allied Member) unless otherwise approved by a majority vote of the Regular Membership. The "Managing Director" has no voting rights on issues brought before the Association. This appointee and/or managing director will report directly to the Board of Directors and carry out the policies and procedures set out by the directors or adopted by majority vote of the membership.
Section 2 - Number, Tenure and Qualifications. The Board of Directors shall consist of the President, Vice President, Secretary, Treasurer, the immediate Past President and two (2) members-at-large to be elected from the active Regular Members of the Association. The tenure of the Board of Directors is as follows: President – one (1) year Vice President – one (1) year, with automatic succession of the Presidency Treasurer – two (2) years, in alternate rotation with the Secretary Secretary – two (2) years Immediate Past President – one (1) year First Member at Large – two (2) years Second Member at Large – two (2) years, in alternate rotation with the First Member at Large
Section 3 - Succession and Vacancies. No president or vice president of the Board of Directors shall be eligible to succeed himself in office until the expiration of one (1) year, except in the case of a newly-elected director filling an unexpired term. In the event of a vacancy on the Board of Directors through death, resignation, or disqualification, the remaining members of the Board of Directors by majority vote shall elect a director to fill the unexpired term. The other directors may serve two consecutive terms. Should any member of the Board of Directors miss three (3) consecutive meetings of the Board and/or Association without reason acceptable to the majority of the Board, his office shall be declared vacant. The loss of membership by an elected director shall automatically cause the Director’s seat to become vacant and all rights shall thereupon immediately cease.
Section 4 - Removal of Directors. By two-thirds (2/3) vote, the Regular Members at any regular or special meeting of the Association may remove all of any members of the Board of Directors, for cause, and may elect successor directors to fill any vacancies.
Section 5 - Quorum. Four (4) voting members of the Board of Directors shall constitute a quorum for any and all meetings of the Board.
Section 6 - Regular Meetings. The regular meetings of the Board of Directors shall be held monthly at a time and place designated by the President.
Section 7 - Special Meetings. Special meetings may be called by the President at any time upon giving notice to Directors reasonably contemplated to arrive twenty-four (24) hours before the special meeting. The notice shall state the time and place of meeting and set forth the purpose or purposes of the meeting. Action by the Board at a special meeting shall be restricted to the stated purpose or purposes.
Section 1 - Officers, Tenure and Qualifications. The officers shall be: President, Vice- President, Treasurer and Secretary. Only a representative of a Regular Member is entitled to hold an office in the Association. Officers will be elected at the general meeting of the Association on the first Thursday of November. Officers shall be nominated as herein provided. The terms of office shall begin on the first Thursday in January and shall be limited to the terms listed in Article VII, Section 2. An officer shall not become eligible for re-election until after a lapse of one (1) year after his/her term(s) of office ends.
Section 2 - Nomination and Selection of Officers. Any Regular Member may be nominated for an office by the Regular Members at the general meeting of the Association on the first Thursday of November. At least one Regular Member must be nominated for each open office. In case of more than one nominee, the representative with the most votes will win the election. In the case of a tie, those nominees who tied will participate in a run-off election until one representative emerges as the winner.
Section 3 - Vacancies. If an elected officer ceases to be the representative of a Regular Member, the officer of such representative shall be declared vacant and all rights of said officer shall thereupon immediately cease. In the event the office of President becomes vacant through death, resignation or disqualification, the Vice-President shall serve out the unexpired term. In the event of a vacancy in any other office, the Regular Members shall immediately elect a successor to fill the unexpired term. If a Past President has to resign, then the Regular Members shall immediately elect a successor to complete the term through the end of the year.
Section 4 - (A) President’s Duties. The President shall preside at all meetings of the Board of Directors and the Association. The President serves as the Chief Executive Office of the Association. With the advice and consent of the majority of the Board of Directors, the President shall appoint special committees necessary to carry on the business of the Association. (B) Vice President’s Duties. The Vice-President shall perform the duties of the President in his absence or incapacity. The Vice-President should also have such other and further powers and shall perform such other and further duties as may be designated to him by the Board of Directors. (C) Secretary’s Duties. The Secretary shall be responsible for minutes of all and any meetings of the Board of Directors and of the Association. The minute book, reports and original papers of this Association together with all and any records pertaining to the office shall be kept by the Secretary. Any Regular Member shall have the right to examine the books and records of the Association at any reasonable time. The Secretary will also have the responsibility of billing the membership for dues. (D) Treasurer’s Duties. The Treasurer shall be responsible for the finances of the Association. An accurate record shall be kept of the accounts of each member, and the collection ad disbursement of funds of the Association. The Treasurer shall keep an accurate and detailed account of the expenditures and make a proper accounting at any time, upon the request of the Board of Directors, showing the financial condition of the Association. Any Regular Member shall have the right to examine said books and records at any reasonable time.
Section 5 - Debt and Expenditures. No officer, employee or member of this Association shall contract or make any expenditure of Association funds except such as the Board of Directors by majority vote shall specifically authorize. Nothing in this paragraph is to prevent the payment of bills incurred within the framework of the approved budget of the Association.
Section 6 - Authorized Signatures. All checks and/or draws on the bank account of the Association shall be signed by the Treasurer and with the counter-signature of the President. The Vice-President and/or the Secretary shall sign only in the absence of either, or both, the Treasurer and President.
Section 1 - Representation Thereof. No committee or individual member thereof shall represent the Association in advocacy of or in opposition to any movement or project without specific written authorization of the Board of Directors, or without authorization as may be clearly enumerated under the general powers delegated to such committee or member.
Section 1 - Amendment of By-Laws. The By-Laws of this Association may be altered or amended, subject to notification to the Regular Membership, at any monthly or special meeting of the Board of Directors of this Association provided notice of the proposed amendment is included in the call of such meeting or special meeting of the Board of Directors. A two-thirds (2/3) vote of the Board shall be necessary to adopt any amendment. Any amendment to the By-Laws or the Charter of this Association adopted by the Board of Directors must be submitted to the membership at any regularly scheduled meeting or duly called meeting for ratification. A two-thirds (2/3) vote of all of the Regular Members present and qualified to vote at said meeting shall be necessary for the ratification and adoption of any amendment to the By-Laws or Charter of this Association.
Section 1 - Governing Order. Unless otherwise provided, any and all proceedings of the Association in a regular or special meeting shall be governed by Robert’s Rules of Order. These rules are procedural in nature and are not substantive for the conduct of the Association business.
Section 1 - In the event of termination or dissolution of the Association, all assets of the corporation shall be distributed to one or more organizations that qualify as exempt organizations under Section 501 (c) (3) or (6) of the Internal Revenue Code of 1986, or corresponding section of any future Federal Tax Code, or to a state or local government for exclusively public purpose.
IMMUNITY & INDEMNITY
Section 1 - Liability. No director or officer of the Association shall be personally liable to the Association or its members for monetary damages for breach of fiduciary duty as a director or officer and shall be immune from any suit arising from the conduct of the affairs of the Association except for conduct which amounts to willful, wanton or gross negligence. The Association will indemnify the directors and officers of the Association from any suits or actions brought against them arising from their conduct of the affairs of the Association so long as such conduct does not amount to willful, wanton or gross negligence.
Adopted: October 10, 1996
Revised: August 6, 2009
Revised: November 3, 2011
Proposed Revisions: 7-2-14
Adopted: October 2, 2014