BYLAWS OF 

MID-SOUTH SCULPTURE ALLIANCE

(A Tennessee Nonprofit Corporation) 

Adopted NOVEMBER 13, 2006 

Amended November 17, 2023

INDEX OF BYLAWS OF 

Mid-South Sculpture Alliance 

(A Tennessee Nonprofit Corporation) 

1 NAME AND PURPOSES 4 1.2 Purposes 4 2 MEMBERSHIP 4 2.1 Members 4 2.2 Annual Meetings 4 2.3 Dues, Fees and Charges 4 3 DIRECTOR MEETINGS 4 3.1 Power and Authority of Board 4 3.2 Meetings of Board and Committees 5 3.3 Place of Meetings 5 3.4 Notice Requirements 5 3.5 Waiver of Notice 5 3.6 Quorum 5 3.7 Voting 5 3.8 Presumption of Assent 6 3.9 Action by Consent 6 3.10 Electronic Communications Allowed 6 3.11 Electronic Meeting and Vote Protocol 6 3.12 Emergency Electronic Meeting and Vote Protocol 7 3.13 Meeting Attendance 7 4 DIRECTORS 7 4.1 Qualifications 7 4.2 Number 7 

4.3 Election and Term 8 4.4 Removal 8 4.5 Vacancies in Board 8 4.6 Committees 8 4.7 Executive Committee 8 4.8 Board Dues 9 

5 OFFICERS 9 5.1 Titles of Officers 9 5.2 Election 9 5.3 Term of Office 9 5.4 Removal 9 5.5 Duties 10 

6 MANAGING DIRECTOR 10 7 EXPENDITURES 11 8 LIMITED LIABILITY OF DIRECTORS 11 9 INDEMNIFICATION 11 10 MISCELLANEOUS 11 

8.1 Seal 11 8.2 Investment Contracts and Bank Accounts 11 8.3 Acceptance of Gifts 11 8.4 Bond 11 11 AMENDMENT 12 

1 NAME AND PURPOSES 

1.1 Name. 

The name of the corporation is MID-SOUTH SCULPTURE ALLIANCE. 

1.2 Purposes. 

The purposes of this corporation shall be as provided in its Charter. The aims of this corporation are to be carried out through any and all lawful activities, including others not specifically stated in the Charter but incidental to the stated aims and purposes, both directly and through contributions to any other corporation, trust, fund or foundation whose purposes are religious, charitable, scientific, literary or educational, provided, that any such activity or contribution shall conform to any applicable restrictions or limitations set forth in the corporation’s Charter or which are imposed on corporations described in Section 501(c)(3) of the Internal Revenue Code or on any corporation contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code as presently enacted, or as such Code sections may hereafter be amended or supplemented, or replaced by new sections of similar import, and to the final regulations there under. 

2 MEMBERSHIP 

2.1 Members. 

The Tennessee Charter provides that this corporation will not have Members. However, individuals who voluntarily desire to be called “Members” and pay membership dues and fees as required to be in good standing, and who are approved for membership by any officer or director of the corporation, shall be known as “Members” even though none of such individuals have any of the voting rights conferred to Members of a nonprofit corporation by provisions of the Tennessee Code Annotated. Although such persons known as “Members” have no rights as statutory members under the Tennessee code Annotated, the board of directors may at any time by appropriate action call meetings of the members, give reports, and call for actions that the board deems appropriate, if any. 

2.2 Annual Meetings. 

Meetings of the Members may be held when and if the board of directors deem such to be appropriate and call such a meeting or meetings. 

2.3 Dues, Fees and Charges. 

The corporation may charge dues and fees and charge for its services and facilities, for seminars, conventions, and symposia in such amounts as are established by the Board of Directors. 

3 DIRECTOR MEETINGS 

3.1 Power and Authority of Board. 

The board of directors shall be the sole governing body of the corporation, and it has the power and authority to conduct on behalf of the corporation all business as if the corporation had no members, as provided in the Charter. 

3.2 Meetings of Board and Committees. 

The board shall hold an annual meeting each year on the third Thursday of March, or, if the notice of the meeting so indicates, in the last month of the fiscal year or within the six months following the close of the fiscal year. The board or any officer so authorized by the board may establish a date or dates on which regular meetings of the board or any committee shall be held between annual meetings. A committee of the board may meet on the dates so established or if none, on the date set at its previous meeting or when earlier called by its chairman or by a majority of its members. Special meetings of the board may be called at any time by the president, the secretary or any two directors. 

3.3 Place of Meetings. 

Meetings of the board shall be held at any place either within or without the State of Tennessee that the board may from time to time appoint by resolution or, if no resolution is in force, at the principal office of the corporation, or at such other place as shall have been designated in the notice of the meeting. 

3.4 Notice Requirements. 

Notice of any special meeting setting forth the place and the day and hour of the meeting shall be given to each director, by any usual means of communication not less than two days before the meeting. Neither the business to be transacted at, nor the purpose of any regular or special meeting need be specified in the notice or any waiver of notice. 

3.5 Waiver of Notice. 

Attendance of a director at a meeting shall constitute a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Whenever the board or any committee of the board is authorized to take any action after notice to any person or persons, or the lapse of a prescribed period of time, the action may be taken without such requirements if at any time before or after the action is completed the person or persons entitled to such notice or entitled to participate in the action to be taken submit a signed waiver of notice or of such requirement. 

3.6 Quorum. 

At all meetings of the board a majority of the number of directors then in office shall constitute a quorum for the transaction of business. The presence of a majority of the membership of a committee of the board shall be required for the transaction of business. Except with respect to indemnification proceedings, common or interested directors may always be counted in determining the presence of a quorum at a meeting of the board or of a committee which authorizes, approves or ratifies a transaction of the corporation. 

3.7 Voting. 

The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board or any committee. 

3.8 Presumption of Assent. 

A director who is present at a meeting of the board or any committee thereof shall be presumed to have concurred in any action taken at the meeting, unless they dissent to such action shall be entered in the minutes of the meeting or unless they shall submit their written dissent to the person acting as the secretary of the meeting before the adjournment of the meeting or shall deliver or send such dissent by registered or certified mail to the secretary of the corporation promptly after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. A director who is absent from a meeting of the board, or any committee thereof, at which such action is taken shall be presumed to have concurred in the action unless they shall deliver or send by registered or certified mail their dissent to such action to the secretary of the corporation or shall cause such dissent to be filed with the minutes of the proceedings of the board or committee within a reasonable time after learning of such action. 

3.9 Action by Consent. 

The Board of Directors or any committee designated by the board may take any action which the board or committee is required or permitted to take without a meeting by written consent, setting forth the action to be taken, signed by all of the directors or committee members, as the case may be and indicating each signing director’s vote or abstention on the action. The affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting is the act of the Board. 

3.10 Electronic Communications Allowed. 

The Board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. Directors shall be promptly furnished a copy of the minutes of any meeting held under this Paragraph. 

3.11 Electronic Meeting and Vote Protocol. 

An electronic meeting to vote on a measure in a special meeting can only be called by the executive committee. A meeting notice and a presentation of the measure for vote is sent by email to all the Directors from the Executive Committee. 

This opens a period of discussion lasting a minimum of 24 hours. This time is for discussion of the measure. Discussion of a measure should be done in a manner that a reply to the discussion email is sent to all directors. If during the discussion period a move to vote and a second of this measure is brought forth by any two Directors, the measure will not go to vote before the full 24 hour discussion period has elapsed. 

Once a move to vote, a second of this measure, and a minimum of 24 hours of discussion have elapsed all Directors will be asked to vote in a separate email sent by the Executive Committee. At this point in time, Directors have 48 hours to respond to this email with a vote of yes, no, or an abstention. Each director should enter their vote in a manner that the reply to the email is sent to all directors. 

At the end of the 48 hour voting period, if the vote total meets quorum for a meeting then the votes are tallied and acted on. An email will follow to all directors detailing the vote count, decision made, and Meeting Attendance. 

If sufficient votes to decisively pass or deny a measure occur before 48 hours based on a majority of the entire Board, that measure can be considered as acted on at that time by the Executive Committee, and all directors will be considered present for purposes of Meeting Attendance under these circumstances. 

3.12 Emergency Electronic Meeting and Vote Protocol. 

In the event the Executive Committee unanimously determines a vote on a measure is required in the fastest manner possible in order to conduct business, an Emergency Electronic Vote can be called by email. This email must explain the reasoning for an Emergency Electronic Vote. Directors respond to this email with a vote of yes, no, or an abstention. Each director should enter their vote in a manner that the reply to the email is sent to all directors. There is no discussion period and the measure does not require a move to vote or a second. An Emergency Electronic Vote requires two-thirds support of the Board of Directors to pass, and is considered acted on if two-thirds support of the board is reached with any Directors not yet voting considered present for purposes of Meeting Attendance under these circumstances. 

3.13 Meeting Attendance 

Board Meeting Attendance will be kept for the purpose of establishing Quorum. Attending Board Meetings is considered a vital part of the commitment of a Director. As such, missing a meeting must be accompanied by the presentation of an excuse to the President within 30 days, which the President may accept or deny. An absence without an excuse presented within 30 days is considered unexcused. At the first meeting after a Director has accrued 3 unexcused absences, a vote for Removal of that Director (4.4) is placed on the agenda. 

4 DIRECTORS 

4.1 Qualifications. 

1. The affairs of the corporation shall be managed by a Board of Directors. Members of the board of directors need not be residents of the State of Tennessee, although they should preferably reside in the United States. 

2. A Member of the Board of Directors is defined as a professional in their field. Expectations include active participation in at least two committees and/or officer roles, attendance at in-person Conferences and Confabs, attendance at board and committee meetings, and maintaining good standing in regards to Board Dues. 

3. An Emerging Member of the MSA Board of Directors is defined as a person who has at least 4 years in dedicated studio practice, studies, or a related field. Expectations include a non-renewable two-year term, active participation with the Scholarship Committee and at least one additional committee, attendance at in-person Conferences and Confabs, and attendance at board and committee meetings. Emerging Board Members will not pay monetary board dues, but must maintain Professional Member status at the $50.00 per year level

4.2 Number. 

There shall be no fewer than six (6) directors, the exact number to be determined from time to time by the Board. All directors shall have equal and full voting responsibilities as members of the Board of Directors. 

4.3 Election and Term. 

The original Board of Directors shall be elected by the Incorporator, and the board thus elected shall elect such additional directors as are appropriate. Thereafter, directors shall be elected at annual meetings of the board. The terms of the directors shall be staggered in such a way that every year approximately one third of the terms of directors expire. Except as necessary for staggering the terms, each director shall be elected for a three-year term unless they are elected to replace a director who for some reason ceased serving during a three-year term, in which event the successor shall be elected for the remainder of the term of the director who has ceased serving. The term on the board of directors of the President may be extended as necessary to complete their service as President. Directors are not limited in the number of terms they may serve. 

4.4 Removal. 

All directors shall serve at the pleasure of the members and any or all of the directors may be removed without assignment of cause by vote of two thirds of the directors present at any meeting for which written notice has been issued for at least twenty days. Any director may resign by providing written notice to the board of directors at any time; this notice will be entered into the minutes of the next meeting of the board of directors. Any director giving verbal notice of resignation during a meeting is removed following a two thirds vote of the directors present to confirm that a verbal resignation was delivered. 

4.5 Vacancies in Board. 

A vacancy occurring in the board for any reason need not be filled prior to the next annual meeting unless the remaining directors are fewer in number than required by law; any vacancy may be filled by vote of a majority of the directors then in office or, in the discretion of the executive committee, it may elect a member to fill a vacancy until the next annual meeting is held. 

4.6 Committees. 

The board, by resolution adopted by a majority of the entire board may designate an executive committee, consisting of one or more directors, and other committees, consisting of one or more persons, who may or may not be directors, and may delegate to such committee or committees all such authority of the board that it deems desirable. Only the specific delegation of the board shall be effective to give a committee the authority to adopt, amend or repeal the bylaws. The committee shall report any action taken to the meeting of the board next following the taking of such action, unless the board otherwise requires. The board may designate one or more directors as alternate members of any such action, who may replace any absent member or members at any meeting of the committee. Each such committee, and each member of each such committee, shall serve at the pleasure of the board. The designation of any such committee and the delegation thereto of authority shall not relieve any director of any responsibility imposed by law. So far as applicable, the provisions of law relating to the conduct of meetings of the board shall govern meetings of the executive and other committees. 

4.7 Executive Committee. 

The Executive Committee consists of the following Officers: President, Vice President, Treasurer, and Secretary. The Executive Committee serves to advise the President as needed and can call a special electronic meeting for a vote with the support of two members of this committee. Directors may raise any item to the Executive Committee’s attention that they feel may require a special electronic meeting and vote. The Managing Director may carry out these duties as directed by the President. 

4.8 Board Dues. 

Board of Directors Dues are as follows: 

1. All board members dues will be $500 every year. Upon 30 days of first attending a board meeting, Directors must initiate a payment plan or make a service proposal to the executive committee (1a or 1c). 

a) Dues may be derived from the board member’s private resources, or may be raised in any manner that does not conflict with Executive Limitations or otherwise compromise the organization. 

b) Dues may be paid once a year, or scheduled in a series of smaller payments. Automated billing is available. 

c) Work Contribution in lieu of Board Dues: 30 hours of service yearly above and beyond meeting all yearly expectations of a Director while maintaining Professional Level Membership in MSA. A Director seeking a 30 hour service obligation in lieu of Board Dues makes a service proposal requiring approval by majority vote of the Executive Board. 

2. Recognizing that the major funding sources take the board’s financial contribution into account when assessing organizations as a potential beneficiary, the members of the board commit to achieving 100% compliance with this policy every year. 

5 OFFICERS. 

5.1 Titles of Officers. 

The corporation shall have a president, a vice president, a secretary, a treasurer, and such other officers as are elected. One person may be elected to more than one office except that the offices of president and secretary may not be held by the same person. 

5.2 Election. 

AII officers shall be elected or appointed at the annual meeting of the Board of Directors or at any special meeting of the board. 

5.3 Term of Office. 

The officers of the corporation shall be elected for terms not to exceed two (2) years, except for the president who shall be elected for a three-year term unless otherwise indicated by the board at the time of election. Each officer shall hold office until the expiration of the term for which they are elected and thereafter until their successor has been elected or appointed and qualified. Officers may serve the number of terms to which they are elected, with the exception of no more than two consecutive terms on any position. 

5.4 Removal. 

Any officer may be removed by the vote of a majority of the entire board with or without cause but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights. 

5.5 Duties. 

All officers as between themselves and the corporation shall have such authority and perform such duties in the management of the corporation, in addition to those described in these bylaws, as usually appertain to such officers of nonprofit corporations, except as may be otherwise prescribed by the board. The following subparagraphs give some responsibilities of the major officers of the corporation: 

a. President. The president shall be the chief Executive officer of the corporation. Subject to the direction and control of the board of directors, the president shall have general supervision, direction, and control of the business and affairs of the corporation and shall perform all duties incident to the office of president and such other duties as may be assigned to them by the board of directors. Except where the authority to execute is expressly delegated to another officer or agent of the corporation or a different mode of execution is expressly prescribed by the board of directors, the president may execute for the corporation any contracts, deeds, mortgages, bonds, or other instruments which execution either under or without seal of the Corporation and either individually or with the treasurer, any assistant treasurer, or any other officer thereunto authorized by the board of directors, according to the requirements of the form of the instrument. The president may vote all securities which the corporation is entitled to vote except as and to the extent such authority shall be vested in a different officer or agent of the corporation by the board of directors. 

b. Vice President. The vice president shall perform such duties and have such other powers as shall be assigned to them by the president or the board of directors. In the absence or resignation of the president or in the event of their inability to act, the vice president shall, in addition to the duties of vice president, perform the duties of the president and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president. 

c. Secretary. The secretary shall keep a record of all proceedings of the board of directors in a book to be kept for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation; and perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to them by the president or by the board of directors. 

d. Treasurer. The treasurer shall have charge of and be responsible for the maintenance of adequate books of account for the Corporation; have charge and custody of all funds and securities of the Corporation, and be responsible for the receipt and disbursement thereof; and perform all duties incident to the office of a treasurer and such other duties as may be assigned to them by the president or the board of directors. With the approval of the board of directors, the treasurer may delegate specific duties to an assistant treasurer or other person for the effective conduct of the affairs of the Corporation. 

6 MANAGING DIRECTOR. 

The Managing Director is an Agent of the Corporation and works for the board at large and acts to support all committees and subcommittees with the authority to execute business of the Corporation delegated by the Board of Directors. The Managing Director is not a Director or Officer and does not have voting privileges. The Corporation may compensate the Managing Director as voted on by the Board of Directors. The Managing Director’s employment status is set by vote of the Board of Directors. 

7 EXPENDITURES. 

a. The President, any Director authorized by the President, or Agent of the Corporation with authorization of the President, may spend up to $500 on any one item. 

b. The Executive Committee with a unanimous vote may authorize an expenditure of up to $1500 on any one item. 

c. The Executive Committee with a unanimous vote may authorize a grant application committing up to $3000 in MSA funds to act as matching funds in the grant application. d. Expenditures greater than $1500 or grant applications committing more than $3000 require the approval by vote of the Board of Directors. 

8 LIMITED LIABILITY OF DIRECTORS. 

The personal Liability of each director of the corporation for monetary damages for breach of fiduciary duty as a director shall be eliminated to the full extent permitted by Section 48-52-102(b)(3) of the Tennessee Code Annotated. 

9 INDEMNIFICATION. 

The corporation shall indemnify an individual who is a party to a proceeding because such individual is or was a member of the Board of Directors, or an officer of the corporation or an employee or agent of the corporation against any liability incurred in the proceeding and prior to the disposition thereof, advance the reasonable expenses incurred by such individual to the extent permitted under Sections 48-58-502, 48-58-504, and 48-58-507 of the Tennessee code Annotated. The determination of entitlement to indemnification and advancement of expenses shall be made in accordance with Section 48-58-506 of the Tennessee Code Annotated. Every reference herein to a member of the Board of Directors, officer, employee or agent of the corporation shall include every director, officer, employee and agent thereof and former director, officer, employee and agent thereof. The right of indemnification herein provided shall be in addition to any and all rights to which any director, officer, employee or agent of the corporation might otherwise be entitled and provisions hereof shall neither impair nor adversely affect such rights. 

10 MISCELLANEOUS. 

10.1 Seal. 

The corporation may have a corporate seal which may be altered at pleasure; but the presence or absence of such seal on any instrument, or its addition thereto, shall not affect its character or validity or legal effect in any respect. 

10.2 Investment Contracts and Bank Accounts. 

In the absence of other arrangement by the board, the president of the corporation may vote, endorse for transfer or take any other action necessary with respect to shares of stock and securities issued by any corporation and owned by this corporation; and they may make, execute and deliver any proxy, waiver or consent with respect thereto. This authority may be delegated by the president to another officer of the corporation at their/…. discretion. The Board of Directors may authorize any officer or officers' agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the 

corporation, and such authority may be general or confined to specific instances. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by the president or by any other officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors. All funds of the corporation not otherwise employed shall be deposited to the credit of the corporation in such banks or other depositories as the Board of Directors may select or as may be designated by any officer or officers or agent or agents of the corporation to whom such power may be delegated by the Board of Directors. 

10.3 Acceptance of Gifts. 

The Board of Directors or any officer of the corporation or any agent of the corporation to whom such authority may be delegated by the board may accept on behalf of the corporation any contribution, gift bequest or devise for the general purposes or for any special purpose of the corporation. 

10.4 Bond. 

At the direction of the directors, any officer or employee of the corporation shall be bonded. The expense of furnishing any such bond shall be paid by the corporation. 

11 AMENDMENT. 

These bylaws may be amended or repealed, and new bylaws may be adopted, by the vote of a majority of the entire board. The resulting bylaws may contain any provision for the regulation and management of business of the corporation not inconsistent with law and the charter. Any amendment of the charter inconsistent with these bylaws shall operate to amend the bylaws pro tanto, and those bylaws or parts of bylaws which merely summarize or restate the provisions of the charter or the provisions of the Tennessee Nonprofit corporation Act or other law applicable to the corporation shall be operative with respect to the corporation only so far as they are descriptive of existing law and of the charter as amended.