SME Preservation Fund
Bylaws
ARTICLE I.
NAME AND PURPOSES
I.1. Name. The name of the corporation is SME Preservation Fund (the “Corporation”). [Amended April 19, 2018]
I.2. Purposes. The purpose for which this corporation is organized is to
a) restore, maintain, and improve the historic Signal Mountain Grammar
School, located in Signal Mountain, for the benefit of the residents of Signal Mountain, nearby
communities, and all persons interested in the mission of the corporation; and [Amended April 19, 2018]
b) operate, improve, and manage the property as an art and community center and venue for public and private events; and [Amended February 24, 2021]
c) solicit, collect, receive, accumulate, administer and distribute funds in a
manner which will operate to further charitable purposes, either directly or by contributions to
proper organizations described in Section 501(c)(3) of the Internal Revenue Code. To take such
other and further reasonable actions as may be necessary to achieve or further any one or more
of the purposes above-stated all within the limitations included in Section 501(c)(3) of the
Internal Revenue Code.
ARTICLE II.
DIRECTORS
II.1 Number and Eligibility. There shall be no fewer than three (3) directors. The exact
number shall be determined from time-to-time by the board of directors. All directors shall have
equal and full voting responsibilities as members of the board of directors. The majority of
directors must live on Walden's Ridge.
II.2 Election and Term. The initial board of directors shall be four (4) persons. The
directors in office as of the adoption of these bylaws shall serve staggered terms such that one
shall hold office for 1 year, one shall hold office for 2 years, and one shall hold office for 3 years.
Thereafter, directors shall serve a three (3) year term. All directors will hold office subject to
Section II.4.
II.3 Quorum/Binding Action. A quorum shall be present when a majority of the board
seats currently held is in attendance. A vote of the majority of a quorum shall constitute the
binding action of the board of directors. Each director shall be entitled to one (1) vote. No proxy
voting allowed. In the event of a tie vote, the directors shall vote the question a second time to
attempt to break the tie.
II.4 Removal. All directors shall serve at the pleasure of the board of directors and any
director may be removed at any time without cause by a majority vote of all the directors then
serving, provided, however, that if the director being removed is not present at the meeting and
has not otherwise waived notice of the meeting, such director must have received at least seven
(7) days' written notice that the matter will be voted upon at the meeting of the board of directors
at which his removal as a director is being considered.
II.5 Compensation. No director shall receive any compensation for services as a
director; however, a director of the corporation may authorize reimbursement of reasonable
expenses incurred in the performance of their duties. Such authorization may prescribe the
procedure for approval and payment of such expenses by designated officers of the corporation.
Notwithstanding the foregoing, nothing shall authorize the payment of compensation that would
imperil the exempt status of the corporation.
II.6 Action Without a Meeting. A majority of directors may take action without a meeting
by written consent. Email or other forms of electronic communication may be used to consent to
any action taken without a meeting.
II.7 Vacancy. If a vacancy occurs on the Board for any reason, the Board may elect a
qualified person to fill that vacancy. A director elected to fill a vacancy shall be elected for the
unexpired term of the predecessor in office. The Board may also fill any newly created
directorship resulting from an increase in the number of directors.
ARTICLE III.
OFFICERS
III.1 Titles of Officers. The corporation shall have a president and a secretary, and other
necessary officers all as appointed by the directors. 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.
III.2 Eligibility and Election. All officers shall be elected or appointed at the annual
meeting of the board or at any special meeting of the board. No officer may be an employee of
the corporation.
III.3 Term of Office. All officers of the corporation shall be elected for terms of one year.
Subject to the provisions of Section III.4, each officer shall hold office until the expiration of the
term for which elected and thereafter until a successor has been elected or appointed and
qualified.
III.4 Removal. Any officer may be removed by the vote of a majority of the entire board
of directors (excluding the individual officer if also a director) whenever in its judgment the best
interests of the corporation will be served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed.
III.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 of directors. The secretary, or such other officer
as may be designated by the board of directors from time to time, shall have responsibility for
preparing minutes of the directors' meetings and for authenticating records of the corporation.
III.6 Compensation. The board of directors may, if it so chooses, fix the compensation,
or provide for fixing the compensation, of all officers of the corporation.
III.7 Expenditure Authority. No officer shall have the authority to make any expenditure
on behalf of the corporation in excess of $500 in a single incident, or where similar or connected
items would exceed $500, unless made pursuant to an approved budget or the signatures of
two officers are included on any check issued or a contemporaneous memorandum authorizing
disbursement of cash.
III.8 Resignation. A director may resign at any time by delivering written notice to the
corporation, the Corporate Secretary, or the Board. A resignation shall take effect at the time
specified in the notice, or if no time is specified, then upon delivery of the notice.
ARTICLE IV.
NOTICE
IV.1 Notice. Written or printed notice stating the place, day, and hour of the meeting, the
purpose(s) for which the meeting is called, and the director(s) calling the meeting shall be
delivered either personally, by mail, email, other means of electronic transmission, or at the
direction of the president, secretary, or director(s) calling the meeting, to each director entitled to
vote at the meeting.
IV.2 Waiver of Notice. Whenever the directors are authorized to take any action after
notice to any director(s), or after the lapse of a prescribed period of time, such action may be
taken without such notice and without the lapse of such period of time if at any time before or
after such action is completed each director entitled to such notice or entitled to participate in
the action to be taken, submits a signed waiver of notice or of such requirement. A director's
attendance at a meeting shall also constitute a waiver of notice, except where such director at
the beginning of the meeting objects to holding the meeting or transacting business at the
meeting.
ARTICLE V.
INDEMNIFICATION
V.1 Indemnification. The corporation shall indemnify any 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 fullest extent permitted under Tennessee law. The determination of
entitlement to indemnification and advancement of expenses shall be made in accordance with
Tennessee Code Annotated Section 48-58-506. 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 every 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. Indemnification of a
director for liability to any person for any action taken or failure to take action shall be mandatory
to the fullest extent as described in Tennessee Code Annotated Section 48-58-506.
ARTICLE VI.
MISCELLANEOUS
VI.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, validity, or legal effect in any respect, except as required otherwise by law.
VI.2 Investments, Contracts and Bank Accounts. In the absence of other arrangements
by the board, the president of the corporation may 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 a director and an officer. All funds of the corporation not otherwise employed shall be
deposited to the credit of the corporation in such bank(s) or other depositories as the board of
directors may select, or as may be designated by any officer(s) or agent(s) of the corporation to
whom such power may be delegated by the board of directors.
VI.3 Acceptance of Gifts. The board of directors, 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.
ARTICLE VII.
AMENDMENT
VII.1 Amendments. These bylaws may be amended or repealed, and new bylaws may
be adopted, by the vote of a majority of the entire board of directors at any regular or special
meeting of the board of directors. 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.
ARTICLE VIII.
DISSOLUTION
VIII.1 Dissolution. In the event of dissolution of the corporation, the residual assets will
be distributed to organizations described in Sections 501(c)(3) and 170(c)(2) of the Internal
Revenue Code, or to the federal, state or local government for exclusively public purposes.