Chapter ByLaws

    By Laws of the Tennessee Valley Chapter of the National Defense Industrial Association (NDIA)

    ARTICLE I - NAME 
    The name of the organization shall be The Tennessee Valley Chapter of the National Defense Industrial Association (hereafter called the Association.)

    ARTICLE II - PURPOSES 
    The purposes of the Chapter as an arm of the Association providing local geographic focus shall be to further the objectives and policies of the Association as set forth in its By Laws by:

    1. Supporting current programs and activities of the Association.
    2. Providing a means for liaison with local US government agencies and personnel.
    3. Encouraging and facilitating the exchange of information between industry and government with particular reference to national security and defense preparedness.
    4. Pursuing an active program in support of Association membership recruitment and retention efforts.

    ARTICLE III - ESTABLISHMENT AUTHORITY
    The Chapter is an integral part of the Association. It derives its existence, authority and fiscal tax status from the Articles of Incorporation and By Laws of the Association.

    ARTICLE IV - POLICY
    Actions, programs and public statements of the Chapter will conform with the policies and objectives in the Association’s By Laws and other official expressions of Association policy. Nothing in these By Laws or elsewhere shall be construed so as to authorize any action that does not further the stated policies and objectives.

    ARTICLE V - MEMBERSHIP

    1. Chapter membership is granted by the National Headquarters to persons in applicable membership categories of the Association who are current members and whose residence is within the geographical area assigned to the Chapter by the Association.
    2. Individuals may be assigned membership in multiple chapters. However, only membership in one chapter may be considered as it applies to voting on national matters.

    ARTICLE VI - MEMBERSHIP DUES 
    The annual fee paid for Association membership by an individual or corporation includes Chapter membership.

    ARTICLE VII - STRUCTURE. 

    1. The Officers as approved by a Board of Directors shall manage the business and policies of the Chapter. Except as provided by law or the Association’s Articles of Incorporation or By Laws or these Chapter By Laws, all the powers of the Chapter are vested in the Board of Directors.
    2. The Board shall, during the last quarter of the year, establish the number of Directors for the following year.
    3. Committees may be appointed by the President to assist him/her in the performance of his/her duties.
    4. The Board of Directors shall meet in accordance with a schedule established at the first meeting called by the President following the annual general membership meeting and at other times as deemed necessary by the President or a simple majority of the Directors. Directors are expected to attend and participate in Board meetings.
    5. A quorum of the Board of Directors is constituted by a simple majority of the number of Board members.
    6. The Board of Directors shall designate Chapter offices. These will include President, Secretary, Treasurer and other offices deemed necessary. Any two offices may be combined in the same person except that the Secretary or Treasurer may not be the President.

    g. Any officer or Director may be removed with or without cause by a resolution passed by affirmative vote of a majority of all the Directors. 
    h. The officers shall have such duties as generally pertain to their offices as well as duties conferred by the President.

    ARTICLE VIII - MEETINGS

    1. An annual meeting of the Chapter will be held on a date set by the President.
    2. Special meetings of the members may be called at any time by a majority of the Board of Directors , or by not less than one-third of the Chapter members.
    3. At any meeting of the members, each member entitled to vote shall have one vote, in person or by proxy.

     

    ARTICLE IX - ELECTIONS.

    1. Each year, not less than 90 days prior to the date of the annual meeting of the Chapter, the President of the Chapter shall appoint a Nominating Committee of five regular members in good standing, one of which shall be designated as chairperson of the committee. The Chairperson of the Nominating Committee shall certify to the Secretary the list of nominees for such office and director of the Chapter, selected by the committee, which will be presented to the membership for approval at the annual meeting. Each member in good standing of the Chapter will be entitled to one vote and a simple majority of those voting shall elect.
    2. The election of each officer and director as provided in ARTICLE IX, Section a above, shall be considered final once certified by the Secretary provided each candidate receives a simple majority of those votes cast. The Secretary will certify that candidates are members in good standing and are willing to serve in the given position.
    3. The terms of office of the President and President Elect shall be for a period of two years or until a successor may be elected or qualified.
    4. The term of office of the Vice President, Secretary, and Treasurer shall be for a period of one year or until a successor may be elected or qualified.

    The term of office of Directors shall be for a period of three years or until a successor may be elected or qualified. The number of Directors to be elected shall be determined in accordance with the provisions of ARTICLE VII, Section b. Approximately one-third of the Directors shall be elected each year. Directors may be elected to succeed themselves in office without limitation as to the number of terms previously served. The Board of Directors shall fill by appointment vacancies on the Board of Directors that may occur due to any cause other than by expiration of term of office.

    ARTICLE X - FINANCIAL ADMINISTRATION

    1. The fiscal year of the Chapter shall be the same as the fiscal year of the Association.
    2. All contracts, checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize.
    3. The financial records of the Chapter shall be kept in a manner generally deemed acceptable for such organizations and shall be audited by independent auditors, a certified public accountant, or an impartial Audit Committee at least annually at the end of the fiscal year. The Audit Committee of at least three persons will be appointed by the President from within the general membership with the approval of the Board of Directors.
    4. The Association has ultimate fiscal responsibility for the Chapter. Accordingly, the Chapter shall not, without approval of the Association President, enter into a contract or agreement that exceeds the Chapter’s ability to meet expenses.
    5. The Chapter will provide to the Association President the annual audit. The Chapter may request that the Association President waive the audit requirement if in the Chapter’s opinion the funds involved do not require an audit and an annual financial report is adequate. Additional reports may be rendered as deemed necessary by the Chapter or directed by the Association. A report for tax purposes will be rendered in a format and time as requested by the Association President.
    6. All obligations incurred by the Chapter shall be solely Chapter obligations and no personal liability whatsoever shall attach to, or be incurred by any member, officer, or Director of the Chapter.
    7. The necessary routine administrative expenses of the Chapter shall be met from the proceeds of Chapter meetings and activities. Expenses for specific projects not directly related to the business and policy aspects of government-industry interface will be will be paid for principally from events that are expressly advertised as fundraisers.
    8. No government employee shall serve as a salaried employee of the Chapter.

     

    ARTICLE XI - COORDINATION 

    To prevent conflicts with speakers’ schedules, the Chapter will coordinate with the NDIA National Headquarters whenever it intends to invite a significant speaker from a federal agency orintends to invite speakers or participants from outside the Chapter’s geographical area. In general, Chapter events should emphasize the local nature of Chapter activities while the NDIA National Headquarters will conduct events of national and international interest. Chapter programs should not compete with NDIA National.

     

    ARTICLE XII - AMENDMENTS

    1. The Board of Directors may initiate Amendments to the By Laws. If initiated by the Board, 50% of the Board members must be present for voting with approval by simple majority of those present. Amendments may also be proposed by petition addressed to the Chapter President and signed by at least five percent of the Chapter membership.
    2. Such amendments shall be submitted to the entire Chapter membership by letter ballot or may be presented for approval at the annual meeting.
    3. These By Laws and any amendments thereto are approved when signed by the Chapter President acting with the approval of the Board of Directors and the Association President acting in accordance with the advice and direction of the Association Executive Committee.

     

    Approved: (original signed)                                         Approved: (original signed) 
    Chapter President                                                        NDIA President

     

    Date:___________________                                       Date:____________________