TERRA By

TERRA By-Laws

TERRA’s by-laws ensure that each of our major constituencies, labor, management and neutrals are represented in our leadership and on all committees.

1. NAME

This organization shall be the Tennessee Employment Relations Research Association, referred to below as TERRA. TERRA is a state chapter of the Industrial Relations Research Association.

2. PURPOSES

2.01 The purposes of TERRA are:

1. To improve the climate and conditions of employment relations through the exchange of information and ideas among labor, management, public officials and academics.
2. To encourage research in all aspects of the field of employment relations-social, political, legal, economic, and psychological - including employer and employee organization, labor relations, personnel administration, social security, and labor legislation.
3. To promote full discussion and exchange of ideas regarding the planning and conduct of research in this field.
4. To disseminate significant results of such research.
5. To improve materials and methods of instruction in the field of industrial and labor relations.

2.02 This local chapter of the IRRA shall take no partisan attitude 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, 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 in writing by post or by telephone or internet email).

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.

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.

3.05 There shall be annual dues to be established from time to time by majority vote of TERRA's Board of Directors. Every member shall be entitled to receive any bulletins or other publications issued by TERRA.

4. OFFICERS & BOARD OF DIRECTORS

4.01 During the Organizational Phase of the Tennessee Employment Relations Research Association chapter, the Organizing Committee shall function as a Committee of the Whole, without specific offices or officers.

4.02 TERRA shall have the following Offices: President, President Elect, 1st Vice President, 2nd Vice President, Secretary, and Treasurer. The President, 1st Vice President, and 2nd Vice President 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.

4.03 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.

4.04 TERRA officers shall be elected and installed at the spring 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 (Industrial Relations Research Association) shall be eligible to serve as officers of the local chapter. A member interested in running for a director position may submit his/her name to the nominating committee six days prior to the spring meeting at which elections take place, and these names, along with any proposed by the committee itself, shall be presented to the general membership prior to the spring meeting.

4.05 Specific duties of officers follow, and, generally, all officers may be assigned such other duties as may be appropriate to the office.

1. 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.
2. 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.
3. 1st Vice President: The 1st Vice President shall chair the Program Committee.
4. 2nd Vice President: The 2nd Vice President shall chair the Membership Committee.
5. 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. The Secretary may not serve as President and Secretary concurrently.
6. Treasurer: The Treasurer shall have custody of 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 first Fall general meeting and shall provide the Board of Directors a statement of the financial condition of TERRA.
7. 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.

4.06 The business and affairs of TERRA shall be managed by a Board of Directors consisting of three (3) individuals elected by the membership. The range and size for the Board may be increased or decreased by a vote of TERRA's members. It is the intent of these by-laws that the three Directors shall represent each of the major constituencies comprising TERRA's membership, management, unions, and neutrals.

1. At the first annual membership meeting and at each annual meeting thereafter, members shall elect Directors to hold office until the next annual meeting. Each Director shall hold office for the elected term or until a successor shall be elected.
2. 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.
3. 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.
4. Special meetings of the Board of Directors may be held upon written or oral notice at any time prior to the day of the meeting, upon the call of a majority of the Directors, the President or the Secretary of TERRA.
5. A quorum of the Board of Directors shall consist of two thirds of the Directors in office.
6. 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.
7. At its annual meeting, the Board of Directors may elect by vote of the majority of the entire Board a Chairman of the Board who, if elected, shall preside at all meetings of the Board.

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.

5.02 The Program Committee shall be chaired by the 1st Vice President and composed of the other members as may be designated, 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 Directors, whose terms shall be for one (1) year.

5.04 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. MEETINGS

6.01 TERRA shall meet at the call of the President, but at least two times per year.

6.02 A quorum shall consist of twenty (20) 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 Board.

7. AFFILIATION

7.01 TERRA will affiliate with the national Industrial Relations Research Association and may pay a fee to that organization.

7.02 No financial obligation of TERRA shall be a contingent obligation of the national Industrial Relations Research Association.

8. AMENDMENT

8.01 These by-laws may be amended by a majority vote of the TERRA members present at any regular meeting of the chapter at which a quorum is present provided notice of the proposed amendment has been distributed to TERRA members at least fifteen (15) days in advance of the meeting.