By-Laws

Revised October 17, 2013

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ARTICLE I - NAME

The organization shall be known as the Tennessee Valley Section of the American Industrial Hygiene Association (AIHA), henceforth referred to as TVS in this document.

ARTICLE II - PURPOSE

The mission of the TVS shall be to promote the objectives of the American Industrial Hygiene Association, as set forth in its Articles of Incorporation, within the geographic boundaries of East Tennessee as far west as the western borders of Pickett, Overton, Cumberland, Rhea, and Hamilton counties.

ARTICLE III - MEMBERSHIP

Section 1. Application for Membership

Any member of AIHA, residing within the geographic boundaries of the TVS, may become a Member of the TVS upon payment of local dues. Subject to the approval of the TVS executive committee (see Article V, Section 1), any member of the AIHA living outside the geographic boundaries of the TVS may become a Member of the TVS by giving written notice to the TVS. A member of AIHA may be a member of more than one local section.

Any person having a professional interest in industrial hygiene may become a Member of the TVS, entitled to the privileges of TVS membership on payment of local dues, and the approval by a majority vote of the TVS executive committee. Application for membership in the section shall be made by written request.

Section 2. Retired Member

Retired membership in the TVS may be extended to a member who has retired from the practice of the industrial hygiene profession, with approval of a majority of the local section executive committee. A retired member retains all privileges of a member of the TVS but will not be assessed local dues.

Section 3. Termination of Membership

Membership in the association shall terminate upon the resignation of a member, failure to pay dues, or expulsion from membership for violation of the bylaws, violation of the AIHA code of ethics, or for commission of any act grossly injurious to the reputation and standing of the industrial hygiene profession or the association. No member shall be expelled, except for failure to pay dues, without due process and without a two-thirds vote of the executive committee. Any member terminated for nonpayment of dues may be reinstated in accordance with the provisions of Section 3 of Article IX.

Section 4. Honorary Member

The executive committee, with approval of three-fourths of its members, may select as an honorary member any member outside the profession of industrial hygiene who has made a substantial contribution to the field of industrial hygiene or to the goals of the TVS. An honorary member shall be a voting member, but cannot hold elective office and shall not pay annual dues.

Section 5. Classes

Additional classes of membership in the TVS may be created with approval of the board of directors of AIHA.

ARTICLE IV - MEMBERSHIP MEETINGS

Section 1. Meeting Time and Location

Meetings of the TVS shall be held at such time and place as designated by the executive committee.

Section 2. Annual Meeting

An annual meeting, at which the election and installation of officers shall take place, shall be held at the TVS fall conference.

Section 3. Special Meetings

Special meetings shall be called at the discretion of the president, with the approval of the executive committee, or in response to the written request of twenty percent (20%) of the members of the TVS.

Section 4. Meeting Notification

Members shall be provided notice of the time and place of any meeting not less than ten (10) days before the date of the meeting.

Section 5. Quorum

The presence of twenty percent (20%) of the members of the TVS shall be required to constitute a quorum for any meeting.

Section 6. Executive Committee

Executive committee business meetings shall be held at the discretion of the president at any time during the year, provided notice of at least five (5) days is given.

ARTICLE V - OFFICERS

Section 1. Duties and Terms of Office

The officers of the TVS shall consist of the president, president-elect, vice president, secretary, treasurer, and three elective directors. Only members of AIHA may be elected as president, president-elect, vice president, secretary, and treasurer. No person shall serve as officer in more than one local section at the same time. The vice president, secretary, and treasurer shall be elected by the members of the TVS at the fall conference of each year and shall serve until their successors are elected and installed. The officers shall serve a one year term unless a successor is elected and installed at a special election. Upon election and TVS-installation of a successor, the vice president shall become president-elect. The president-elect automatically shall succeed the president in office upon completion of the president’s term of office. The officers are installed upon completion of last day of the fall conference.

Section 2. Elective Director

The three elective directors shall serve for a term of three, two, and one years, respectively. Upon expiration of the term of an elective director, his successor shall be elected to serve a term of three years.

Section 3. Notice of New Officers

The TVS secretary shall give notice of the names and addresses of the newly elected officers to the executive director of AIHA within thirty (30) days of such election.

Section 4. Vacancies

A vacancy in office because of the death, resignation or removal of an officer may be filled by the executive committee for the unexpired term. If the vacancy occurs in the office of president-elect, the member appointed to fill the vacancy shall not automatically succeed the president and the president for the following year shall be elected at the next fall conference of the TVS.

Section 5. Resignation

An officer may resign by oral tender of resignation at any meeting of the executive committee, or by giving written notice thereof to the executive committee. Such resignation shall take effect at the time specified and acceptance of such resignation shall not be necessary to make it effective.

Section 6. Removal

An officer may be removed, with or without cause, at the meeting expressly called for that purpose, by a majority vote of the executive committee.

Section 7. Duties of the President

The president shall preside at all meetings of the TVS membership and the executive committee and shall perform such other duties as may be directed by the executive committee. The president shall appoint a nominating committee and such other committees as the executive committee may deem necessary for the orderly function of the TVS. The president shall appoint/approve members of the committees. All committee appointments shall be for a one-year term. The president shall be an ex-officio member of all committees. The incoming president shall ensure the orderly and effective transition of duties of each officer.

Section 8. Duties of the President-Elect

The president-elect automatically shall succeed the president in office upon completion of the president’s term of office. The president-elect shall perform any duties delegated by the executive committee or assigned by the president. The president-elect shall serve as chairman of the conference committee which will plan and coordinate the fall conference, in coordination with the program committee.

Section 9. Duties of the Vice-President

The vice-president shall select the location and dates for the fall conference to be held one year hence and shall serve on the conference committee (see Article VI, Section 2). The vice-president shall perform any duties delegated by the president and shall automatically succeed the president-elect. Upon taking office and within the first quarter of the year, the vice president will review the past year's bank statements and will provide a report to the executive committee regarding the outcome of the audit.

Section 10. Duties of the Treasurer

The treasurer shall receive, disburse, and be custodian of all funds of the TVS. All disbursements over $500 shall be made upon authorization of the president or another officer if the president is not available. The treasurer shall prepare a preliminary annual financial report and submit the accounts of the TVS for audit at the meeting of the executive committee prior to the fall conference of the TVS. The treasurer shall present a final annual financial report to the executive committee at the fall conference of the TVS. After the fall conference of the TVS, the treasurer shall transmit to his or her successor all funds and property of the TVS. The treasurer shall submit a financial report to the executive committee during the quarterly business meetings. The treasurer shall prepare and submit an annual tax exemption form to the Internal Revenue Service and the AIHA.

Section 11. Duties of the Secretary

The secretary shall give notice of all meetings of the TVS and the executive committee; maintain accurate list of the members and their membership status; keep a record of the transaction of business that may come before such meetings; and be custodian of the records of the TVS. As stated in Section 3 of Article V, the secretary shall give notice of the names and addresses of the newly elected officers to the Executive Director of AIHA within thirty (30) days of such election.

Section 12. Duties of the Third Year Director

The third year director shall serve on the conference committee to assist with planning of the annual fall conference.

ARTICLE VI - COMMITTEES

Section 1. Executive Committee

The executive committee shall consist of the officers of the TVS and immediate Past President. The executive committee shall be responsible for governance and management of the TVS and approval of new members. The president shall serve as chairman of the executive committee. The presence of a majority of the executive committee is necessary to constitute a quorum for a meeting. The act of a majority present at a meeting at which a quorum exists is the act of the executive committee. Each member of the executive committee shall be entitled to one vote. Meetings of the executive committee may be called at the discretion of the president. However, at least four (4) Executive Committee business meetings will be held each year, normally one per quarter.

Section 2. Conference Committee

The conference committee shall consist of not less than five members. The conference committee will plan and coordinate the fall conference . The president-elect shall serve as the chairman of the conference committee. The president-elect shall be assisted by the vice-president and third year director in planning and coordinating the program for the fall conference. The president-elect shall select members to assist with coordinating the logistics (e.g., facility), vendors, and administration (registration) of the conference.

Section 3. Program Committee

The program committee shall consist of not less than three members. The program committee will complete arrangements for speakers and for meeting places, and ensure the information is circulated to the members of the TVS. The program committee will assist the president-elect in planning and coordinating the fall conference.

Section 4. Nominating Committee Composition

The nominating committee shall consist of two (2) members appointed by the president at least thirty (30) days prior to the fall conference of the TVS, and the immediate past president who shall serve as its chairman. The nominating committee shall nominate persons for officers of the TVS and it shall deliver its nominations for each office in writing to the secretary for circulation with the notice of the fall conference. The presiding officer shall call for nominations of eligible elective officers and directors by members from the floor.

Section 5. Advisory Board

The advisory board shall consist of up to the five (5) immediate past presidents. The advisory board shall serve to provide oversight, guidance, and offer historical perspective to the executive committee.

Section 6. Appointment of Committees

The president shall appoint such other committees as are deemed desirable for the effective action of the TVS. The membership of all committees appointed by the president shall terminate with the close of the annual meeting of the Section.

ARTICLE VII - LOCAL SECTIONS COUNCIL REPRESENTATIVES

Section 1. Local Sections Council

The president and president-elect shall serve as representatives of the TVS on the Local Sections Council of AIHA provided that neither is an officer or director of AIHA, in which event; the executive committee shall appoint another member as such representative. If either of these officers cannot attend, the president will appoint alternates who are equally familiar with the affairs of the TVS.

Section 2. Reporting

The representatives of the TVS shall report at the annual meeting of the Local Sections Council on the activities of the TVS and report back to the TVS on the actions of the Local Sections Council.

ARTICLE VIII - PUBLIC STATEMENTS

Section 1. Board of Directors Consent

The TVS shall not issue or publish any public statement which utilizes any form of the name of AIHA on a policy or technical issue, other than issues which primarily affect the TVS, without prior consent of the board of directors of AIHA.

Section 2. Public Statements

No public statement on any matter, which purports to represent the opinion of the TVS, shall be issued or published, unless that statement has been authorized by the executive committee as expressing the opinion of a majority of the members of the TVS.

ARTICLE IX - DUES

Section 1. Annual Dues

Annual dues for TVS membership shall become payable by the first day of January of each year. The dues per year shall be set by the executive committee and approved in accordance with the procedure set forth in Article X. Annual dues for the subsequent calendar year shall be included in the registration fee for those members that attend the fall conference.

Section 2. Unpaid Membership Dues

Any member whose dues are unpaid after the first day of March or 45 days after the date the dues notice is distributed shall have no vote or other privileges of membership. Membership in the TVS shall be terminated subject to reinstatement as provided in Section 3.

Section 3. Reinstatement of Members

Any member terminated for nonpayment of dues may be reinstated at any time by payment of dues for the current year.

Section 4. Waiver of Dues

Unemployed members may have dues waived by a majority vote of the executive committee.

ARTICLE X - BALLOT

Section 1. Membership Referendum and Effect of Ballot

The executive committee, at any time, may conduct by ballot, a referendum of the membership of the TVS in connection with an issue it may consider or action to be taken. Except as provided in Article XI, a plurality of the ballots cast in an election of any officer or in a referendum on any issue to be considered or action to be taken shall be effective to constitute the election of a person as an officer of the TVS and as a decision or act of the TVS with respect to any issue to be considered or any action to be taken. In the event of a tie vote in any such ballot, the tie shall be resolved by vote of the executive committee.

ARTICLE XI - AMENDMENTS

Section 1. Voting

These bylaws may be amended or new bylaws adopted by a two-thirds vote of the members of the TVS who respond within thirty (30) days to a ballot conducted in accordance with the provisions of Article X. The amendments shall be presented in writing (or email) and shall be offered to the membership.

The bylaws will be made available to the TVS membership by posting on the TVS-AIHA website (http://www.tvsaiha.org/).

Section 2. Board of Directors

Such amended or new bylaws shall become effective upon approval by the board of directors of AIHA.

Article XII - Dissolution

The Local Section shall use its funds only to accomplish the purposes specified in these bylaws. No part of the funds shall be used to the advantage of any single person or entity or be distributed to the members of the local section. In the event of the dissolution or final liquidation of the local section, its remaining net assets shall be distributed to such nonprofit corporations or associations as are exempt from Federal Income Tax under Section 501(c) of the Internal Revenue Code, as deemed appropriate by the AIHA Board of Directors.

Executive Director,
American Industrial Hygiene Association
Date:

Michael L. McIntosh
TVS-AIHA President
Date: