TERRA’s by-laws ensure that each of our major constituencies, labor, management and neutrals are represented in our leadership and on all committees.
This organization shall be the Tennessee Employment Relations Research Association, referred to below as TERRA. TERRA is a state chapter of the Labor and Employment Relations Association (LERA).
2.01 The purposes of TERRA are:
a. To improve the climate and conditions of employment relations through the exchange of information and ideas among labor, management, public officials and academics.
b. To encourage research in all aspects of the field of employment relations-social, political, legal, economic, and psychological - including employer and employee organizations, labor relations, human resource management, public personnel administration, social security, and labor legislation.
c. To promote full discussion and exchange of ideas regarding the planning and conduct of research in this field.
d. To disseminate significant results of such research.
e. To improve materials and methods of instruction in the field of employment and labor relations.
2.02 This state chapter of LERA shall take no partisan position on questions of policy in the field of labor or property rights, nor will it commit its members to any position on such questions.
3. MEMBERSHIP & DUES
3.01 Any person interested in its purposes may become a member of TERRA upon payment of chapter dues and approval by the Board of Directors.
3.02 There shall be regular members, apprentice members, retired members, student members, organizational members, and other categories of membership as may be established by majority vote of the membership present and voting at a regular meeting (or at a special meeting called, provided that the membership is notified by telephone, internet email, or in writing by post).
3.03 Organizations wishing to support the activities of TERRA may do so by becoming organizational members. Organizational members shall have voice but no vote on issues presented to the membership. Neither shall they vote in the election of TERRA officers.
a. Organizational membership provides the organization with two regular memberships.
3.04 TERRA members are entitled to receive information concerning all activities, participate in meetings, conferences and seminars, and to vote for directors, amendment of the by-laws, and other matters designated and approved by the Board of Directors. Every member shall be entitled to receive any bulletins or other publications issued by TERRA.
3.05 There shall be annual dues to be established by majority vote of TERRA's Board of Directors. Annual membership dues shall cover a calendar year that runs from January 1 to December 31. Individuals joining during a calendar year shall pay prorated dues based on months remaining in the year. If an individual joins at the time of the annual business meeting and pays the next year’s dues as part of the meeting fee, the dues for the remainder of that calendar year will be waived.
4. OFFICERS & BOARD OF DIRECTORS
4.01 TERRA shall have the following elective Officers: President, President Elect, 1st Vice President, 2nd Vice President, Secretary, Treasurer, and three (3) at-large Directors. The President, 1st Vice President, 2nd Vice President, and at-large Directors shall represent the three constituencies of the organization - labor, management, and neutrals. It is the intent of these by-laws that these positions be rotated annually among the three constituencies, as practical.
4.02 TERRA's officers and Board of Directors shall serve in accordance with the association's incorporation as a Tennessee Nonprofit Corporation under Section 48-51-101 under the Tennessee Nonprofit Corporation Act.
4.03 TERRA officers shall be elected and installed at the annual meeting and serve for one year or until their successors are elected and installed. As required by national by-laws, only members of the national organization (Labor and Employment Relations Association – LERA) shall be eligible to serve as officers of the local chapter
4.04Specific duties of officers follow, and, generally, all officers may be assigned such other duties as may be appropriate to the office.
a. President: The President shall preside at all meetings of TERRA and shall be an ex-officio member of all committees. The President shall be the chief executive officer and shall be responsible for the active, executive management and supervision of the operations of TERRA. The President is an authorized co-signer on all TERRA financial transactions.
b. President Elect: The President Elect shall assume the position, duties, and power of the President in instances of inability to serve or absence of the President until the cessation of such inability to serve or absence or until the end of the President's term. The President Elect shall serve as chapter contact with LERA. The President Elect shall chair the Communications Committee. The President Elect is an authorized co-signer on all TERRA financial transactions.
c. 1st Vice President: The 1st Vice President shall chair the Program Committee and serve on the Communications Committee.
d. 2nd Vice President: The 2nd Vice President shall chair the Membership Committee and serve on the Communications Committee.
e. Secretary: The Secretary shall keep the records of TERRA and shall be responsible for notifying members of meetings and for circulating bulletins or other publications. The Secretary shall attend all meetings of the Board of Directors, Officers, and general membership.
f. Treasurer: The Treasurer shall have responsibility for all TERRA funds, shall be responsible for the collection of dues, and shall keep correct and complete records of account, showing accurately at all times the financial conditions and results of operation of TERRA. The Treasurer shall immediately deposit all funds of TERRA coming into his possession. The Treasurer shall make a complete financial report to the membership at the annual general meeting and shall provide the Board of Directors a statement of the financial condition of TERRA. The Treasurer is an authorized co-signer on all TERRA financial transactions. The Treasurer shall be responsible for all required state and federal reports and filings.
g. No person shall be authorized to enter into contracts on behalf of TERRA unless authority to sign is granted by a majority resolution of the Board of Directors.
4.05 The business and affairs of TERRA shall be managed by a Board of Directors consisting of the President, President Elect, 1st Vice President, 2nd Vice President, Secretary, Treasurer, and three (3) at-large Directors elected by the membership. The range and size for the Board may be increased or decreased by a vote of TERRA's members. In addition, all Past Presidents will serve on the Board of Directors. A panel of three Past Presidents will serve on the Board of Directors in a voting capacity, one from each constituency: labor, management, and neutral, and the remaining group of Past Presidents will serve in an ex officio capacity. When a President completes his/her term, he/she will rotate into a voting Past President position and replace the incumbent in the same constituency. In the implementation year, the first panel of Past Presidents will serve the following terms: Neutral (one year), Management (two years), Union (three years), and then in year three fall into the normal three-year rotation.
a. Any vacancy occurring in the Board of Directors may be filled by a vote of the membership or by the affirmative vote of a majority of the Directors in office.
b. The Board of Directors shall meet each year for the purpose of organization, election of officers, and consideration of any other business that may properly be brought before the meeting. Regular meetings shall be held at such time and place as the Board of Directors may determine.
c. Special meetings of the Board of Directors may be held upon written or oral notice by the Secretary or their designee at any time prior to the day of the meeting, upon the call of a majority of the Directors or the President of TERRA.
d. A majority of the voting members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. If a quorum is present when a meeting is convened, the quorum shall be deemed to exist until the meeting is adjourned, notwithstanding the departure of one or more directors.
e. Members of the Board of Directors may participate in a meeting of said Board by means of conference telephone or similar communications equipment. Such participation shall constitute presence in person at such meeting.
f. The President of TERRA by virtue of his/her office shall be Chairman of the Board of Directors.
4.06 All elected officers and members of the Board of Directors shall sign the conflict of interest document and take the oath of office within thirty (30) days of assuming office.
4.07 Removal from office. Any elected officer may be removed by a two-thirds (2/3) vote of the voting members of the Board of Directors whenever in their judgment the best interests of the Association would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the officer removed. In addition, two percent (2%) of the voting membership may petition the Board of Directors to remove any elected officer and the Board of Directors must respond to that petition.
5. MEMBERSHIP COMMITTEES
5.01 The Nominating Committee shall be composed of three members, one representing each sector, proposed by the President and approved by the TERRA Directors, whose terms shall be for one (1) year. At least sixty (60) days prior to the annual meeting, the names of the Nominating Committee shall be published with an invitation to the general membership that suggestions of nominees for various offices be sent to the Committee. Any member interested in running for a position may submit his/her name to the nominating committee.The Committee shall be instructed to present to the Board of Directors at least fourteen (14) days prior to the annual meeting of each year a nominee for the presidency, a nominee for the office of President-Elect who will be nominated for the presidency in the ensuing year, and for each other elective office to be filled, the nominees being active members of the Association. Following approval of the slate by the Board of Directors, the slate of proposed officers/directors shall be presented to the membership prior to the annual business meeting. If the officers/directors are elected by written ballot, the ballot shall include a space for write‐in candidates. If the officers/directors are elected at a meeting of the members, additional candidates may be nominated from the floor at such meeting.
5.02 The Program Committee shall be chaired by the 1st Vice President and composed of the other designated members, but with the intent that all constituencies comprising TERRA's membership be represented on the committee.
5.03 The Membership Committee shall be chaired by the 2nd Vice President and shall be composed of three members, one from each sector, proposed by the President and approved by TERRA’s Board of Directors, whose terms shall be for one (1) year.
5.04 The Communications Committee shall be chaired by the President Elect. The 1st Vice President and 2nd Vice President shall serve on the Communications Committee.
5.05 The President may appoint special ad hoc committees whenever the need arises, subject to the approval of a majority of TERRA's Board of Directors.
6.01 TERRA Members shall meet at least once per year at the call of the President or a majority of the voting members of the Board of Directors.
6.02 A quorum of any membership meeting shall consist of twelve (12) members or twenty percent (20%) of the membership, whichever is less.
6.03 The Board of Directors shall meet at the request of any Board member. A quorum shall be a majority of the voting members of the Board.
7.01 TERRA will affiliate with the national Labor and Employment Relations Association and may pay a fee to that organization.
7.02 No financial obligation of TERRA shall be a contingent obligation of the national Labor and Employment Relations Association.
8.01 These by-laws may be amended by a majority vote of either (a) the TERRA members present at any regular meeting of the chapter at which a quorum is present or (b) by electronic vote, provided notice of the proposed amendment has been distributed to TERRA members at least fifteen (15) days in advance of the vote.
9. PARLIAMENTARY PROCEDURE
9.01 Except as otherwise provided in the Constitution and Bylaws, meetings of the members and the Board of Directors shall be conducted in accordance with the parliamentary procedure set forth in Robert’s Rules of Order Newly Revised.
REVISED: (June 3, 2011)