Tennessee Valley Local Section of the American Industrial Hygiene Association Bylaws

Contents

ARTICLE I Name

ARTICLE II Purpose

ARTICLE III Membership

ARTICLE IV Membership Meetings

ARTICLE V Officers

ARTICLE VI Directors

ARTICLE VII Committees

ARTICLE VIII Public Statements

ARTICLE IX Dues

ARTICLE X Ballots

ARTICLE XI Dissolution

ARTICLE XII Amendments

          Revised June 20, 2025

Article I – Name

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

Article II – Purpose

The mission of the TVS shall be to promote the purposes of the American Industrial Hygiene Association (AIHA), 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. An individual residing within the geographic boundaries of the TVS, may become a member of the TVS upon payment of local dues. Subject to approval by a two-thirds vote of the local section Executive Committee, any individual member living outside the geographic boundaries of the local section may become a member of the local section.

Section 2. On payment of local section dues, and the approval by a two-thirds vote of the local section Executive Committee, any person having a professional interest in industrial hygiene or occupational health and safety may become a member of the TVS, entitled to the privileges of TVS membership on payment of local dues.

Section 3. Retired membership in the TVS may be extended to a member who has retired from the practice of the industrial hygiene or occupational health and safety profession, with approval of a two-thirds vote 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 4. Additional classes of membership in the local section may be created with approval of the Board of Directors of AIHA.

Section 5. 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 occupational health and safety. An honorary member shall be a voting member, but cannot hold elective office and shall not pay annual dues.

Section 6. Membership in TVS 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.

Article IV – Membership Meetings

Section 1. Meetings of the TVS shall be held at the time and place designated by the Executive Committee.

Section 2. An annual meeting, at which the installation of officers and directors shall take place, shall be held at the TVS fall conference.

Section 3. 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 20 percent of the members of the TVS.

Section 4. Notice of the time and place of any meeting shall be delivered to the membership not less than 10 days before the date of the meeting.

Section 5. The presence of 20 percent of the members of the TVS in good standing shall be required to constitute a quorum for any meeting.

Section 6. Executive Committee business meetings shall be held at the discretion of the of the president at any time during the year, provided a notice of at least 5 days is given.

Article V – Officers

Section 1. The officers of the TVS shall consist of the President, President-Elect, Vice President, Secretary, Treasurer, and Past President. The positions of Treasurer and Secretary may be combined as deemed by the local section with approval of the Board of Directors of AIHA or the Board’s designee. Only members of AIHA national may be elected as. No person shall serve as officer in more than one local section at the same time. An officer need not reside or work in the geographic boundaries of the local section. Open officer positions shall be filled as 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. The officers of the local section shall be elected by ballot for terms of office as hereinafter provided, which terms shall begin and end on the date of the annual meeting. Each officer shall hold office until a successor shall have been duly elected or until death, resignation, or removal. The local section shall give notice of the names and addresses of the newly elected officers to AIHA national within 30 days of such election.

Section 3. A vacancy in office because of the death, resignation, or removal of an officer may be filled by the Board of Directors 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 annual meeting of the TVS.

Section 4. 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 5. The Board of Directors may, by a vote of its members, recommend and authorize the removal of any officer at a meeting expressly called for that purpose.

Section 6. The President shall preside at all meetings of the local section membership, Board of Directors, and of the Executive Committee and shall perform such other duties as may be directed by the Executive Committee. The President shall appoint, subject to the provisions of these bylaws, members and chairs of all committees. 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. The President shall serve a one-year term of office.

Section 7. 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 Board of Directors 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. The President-Elect shall serve a one-year term of office.

Section 8. 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 9. The Past President shall serve as chair of the Nominating Committee. The Past President shall perform such other duties delegated by the Board of Directors or assigned by the President. The Past President shall serve a one-year term of office.

Section 10. The Treasurer shall receive, disburse, and be custodian of all funds of the TVS. All disbursements shall be made upon authorization of the Executive Committee. The Treasurer shall prepare a preliminary annual financial report and submit the accounts of the TVS for audit at the last meeting of the Board of Directors prior to the annual meeting of the TVS. The Treasurer shall present a final annual financial report at the annual meeting 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. After the annual meeting of the TVS, the Treasurer shall transmit to his/her successor in office all funds and property of the local section. Treasurer shall serve a one-year term of office.

Section 11. The Secretary shall give notice of all meetings of the TVS, Board of Directors, and the Executive Committee; maintain an 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. After the annual meeting of the TVS, the Secretary shall transmit to his/her successor in office all records and property of the local section. The Secretary shall serve a one-year term of office.

Article VI – Directors

Section 1. Except as these Bylaws may require that action shall be otherwise authorized or taken, all authority of the Association shall be exercised by its Board of Directors.

Section 2. The Board of Directors shall consist of the at-large directors and the officers. Any member of the local section in good standing may be eligible to serve on the Board of Directors of the local section.

Section 3. The directors of the local section shall be elected by ballot as hereinafter provided, for three-year staggered terms, with an equal number of at-large directors elected each year. The term of office of directors shall begin and end on the date of the annual meeting. Each director shall hold office until a successor shall have been duly elected or until death, resignation, or removal.

Section 4. A director may resign at any time, either by oral tender of resignation at any meeting of the Board of Directors or by giving written notice thereof to the Secretary. Such resignation shall take effect at the time specified and acceptance of such resignation shall not be necessary to make it effective.

Section 5. The Board of Directors may, by a vote of its members, recommend the removal of any director at a meeting expressly called for that purpose. The voting members shall then vote on the removal.

Section 6. The vacancy in office of any director may be filled by vote of the Board of Directors. A director elected to fill such vacancy shall be elected to the unexpired term of the predecessor in office.

Section 7. The Board of Directors shall hold meetings at least twice a year. Meetings may be held in person or by some other means where each officer and director can communicate with all other officers and directors. Notice of the time and place of each meeting of the Board of Directors shall be given not less than five (5) before the date of the meeting, which notice need not specify the purpose of the meeting.

Section 8. The presence of a majority of the Board of Directors is necessary to constitute a quorum of a meeting. The act of a majority present at a meeting at which a quorum exists is the act of the Board of Directors. Each member of the Board of Directors shall be entitled to one vote. Proxy voting shall not be permitted for any purpose.

Article VII – Committees

Section 1. The Executive Committee consisting of all officers shall be responsible for the governance and management of the TVS between meetings of the Board of Directors and approval of new members. The President shall serve as chair 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 on not less than five days’ notice. At least four (4) Executive Committee business meetings will be held each year, normally one per quarter.

Section 2. The Program Committee shall consist of not less than three members. The President- Elect shall serve as its chair. The Program Committee shall present a tentative schedule of programs for the year to the Board of Directors for its approval. On approval of the Board of Directors, the Program Committee will implement arrangements for the programs and provide the Secretary with information to be circulated to the members of the local section.

Section 3. The Nominating Committee shall consist of two members appointed by the President at least 30 days prior to the annual meeting of the TVS and the immediate Past President who shall serve as its chair. The Nominating Committee shall nominate persons for officer and directors of the TVS and it shall deliver its nominations for each office in writing to the Secretary for circulation with the notice of the annual meeting. The presiding officer shall call for nominations of eligible elective officers and directors by members from the floor.

Section 4. 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 5. 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. 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 – Public Statements

Section 1. The TVS shall not issue or publish any public statement that uses 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. 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 for local section membership become payable on the first day of January of each year. The dues per year shall be set by the Board of Directors. Annual dues for the subsequent calendar year shall be included in the registration fee for those members that attend the fall conference. Dues are payable in advance and are not refundable.

Section 2. Any member whose dues are unpaid on January 1 shall not be considered in good standing and shall have no vote or other privileges of membership in the TVS. If the dues of any member are not paid within one year of the date due, the membership of the member in the local section shall be terminated subject to reinstatement as provided in Section 4. 

Section 3. Any member terminated for nonpayment of dues may be reinstated at any time by payment of dues for the current year. 

Section 4. Unemployed members may have dues waived by a majority vote of the executive committee.

Article X – Ballots

Section 1. Officers and directors of the local section shall be elected by ballot of the voting members of the local section distributed not less than 45 days prior to the annual meeting of the local section, and these ballots shall specify a deadline for return. The President shall promptly report the results of the election to the AIHA. 

Section 2. Except as provided in Article XII, a plurality of the ballots cast in an election of any officer or director 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 or director 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 election of officer or director, the tie shall be resolved by vote of the Board of Directors. 

Section 3. The Board of Directors, at any time, may conduct by ballot, a referendum of the membership in connection with any issue it may consider or action to be taken. Such ballot of referendum shall specify a deadline for its return. 

Section 4. Any member eligible to vote, at any time, may on written request to the President require the Board of Directors to conduct a ballot referendum of the membership on any issue to be considered and/or action to be taken relating to the purposes of the local section. Such a request shall state with specificity the issues to be considered and/or the action to be taken and shall bear the signature of not less than five percent (5%) of members eligible to vote.

Article XI – Dissolution

The TVS 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 TVS. In the event of the dissolution or final liquidation of the TVS, 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.

Article XII – Amendments

Section 1. These bylaws may be amended, or new bylaws adopted by a two-thirds vote of the members of the TVS who respond to a ballot conducted in accordance with the provisions of Article X.  

Section 2. Such amended or new bylaws shall become effective upon approval by the Board of Directors of AIHA or the Board’s designee. 

Section 3: The bylaws will be made available to the TVS membership by posting on the TVS-AIHA website (http://www.tvsaiha.org/).

Submitted by:

Tennessee Valley Local Section

on 06/20/2025

by Mark Houston, President