NAME

The name of this organization shall be Cannon County Senior Citizens Center, Inc.

Article 2

The object of this organization shall be to maintain a Senior Citizens Center that will be a service center for the aged, where the citizens of Cannon County, Tennessee may meet for recreation, education, arts and crafts, and to perform and participate in community program for the mutual benefit of themselves and others.

Article 3

Section 1. MEMBERSHIP OF BOARD OF DIRECTORS. The governing body of the corporation shall be a Board of Directors consisting of not less than 10 nor more than 20 persons of adult age who are residents of Cannon County of state of Tennessee, a number which shall be designated by a majority vote of the entire Board then in office.

Board members will be selected from a cross section of the community of Cannon County and shall serve for the three (3) year terms to be staggered so that approximately one-third of the positions on the Board fall vacant in any one year. Terms shall begin and expire on July 1 of each year. The directors shall serve until their replacements is elected and qualified.

Section 2. ELECTION OF BOARD DIRECTORS. Members of the Board shall be elected by a majority vote of the entire Board then in office.

Section 3. RESIGNATION. Any Board member may resign by submitting a resignation, in writing, to the Chairman.

Section 4. REMOVAL. Any Board member missing three consecutive meetings will be removed from office unless an adequate reason for missing is given to the Chairman. Any member may be removed for good cause by a vote of ¾ the members of the Board then in office.

Section 5. VACANCIES. Vacancies on the Board of Directors shall be filled by a majority of the members present. Members elected to fill vacancies shall serve the remaining term of the position filled.

Section 6. COMPENSATION. Board members shall receive no compensation for their services as directors.

Section 7. POWERS. The Board of Directors shall have full control of, and sole responsibility for, the affairs and operation of the Center, and may exercise any and all of its powers.

Article 4

Meetings of the Board

Section 1. PLACE OF MEETINGS. The meetings of the Board shall be held at the principal office or any place that the Chairman of the majority of the Board of Directors designate.

Section 2. MEETINGS. The Board of Directors shall hold regular meetings the second Thursday of month following each ending quarter, but special meetings of the Board may be called from time to time by the Chairman, or by any five members of the Board.

Section 3. NOTICE OF MEETINGS. Notice of each meeting setting forth the time and place of the meeting shall be given to each Director at least seven days before by telephone, or by sending a copy of the notice through the United States mail.

Article 5

Officers and Their Election

The officers of this organization shall be Chairman, Vice-Chairman, and Secretary-Treasurer.

All officers shall be elected for a term of two years at the annual meeting.

Article 6

Responsibilities of the Board

It shall be the responsibility of the Board to elect officers. These offices and their duties are as follows:

Chairman - The Chairman shall perform duties usual to his office.

Vice-Chairman -The Vice-Chairman shall act instead of the Chairman when he is unable to serve.

Secretary-Treasurer- The Secretary-Treasurer shall keep the minutes of all

Meetings of the Board and shall give a quarterly and

Annual report on finances of the organization.

Article 7

Committees

The Director may request a committee if deemed necessary to carry on functions as the Board may require.

Article 8

Fiscal Policies

The fiscal policies of the Center shall be established by the Board, consistent with sound business practices.

Article 9

Quorum

A quorum for the Board and all its committee shall consist of a majority of its membership.

Article 10

Amendments of the By-Laws

These By-Laws may be amended at any regular or special meeting of the Board or by a majority of the entire Board provided such amendments have been suggested to the Board by any one or more of its members in writing at least seven days prior to such meeting.

Article 11

Roberts Rules of Order Revised shall be observed in conduct or the meeting of the Board, unless otherwise provided in the By-Laws.

Article 12

The Director with consent of the Board of Directors, acting through the Committee, shall have full authority to employ persons as are needed to effectively operate the multipurpose center.

Article 13

To be valid, any and all fundraiser checks must be signed by Center Director and one of two designated board members. Senior Center main accounting will be handled by the County Executive office.

Article 14

The membership shall be composed of any person 60 years of age or older.

Created on 1/9/2004 Updated 8/31/2006

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