Tennessee Off-Highway Vehicle Association

ARTICLE I - NAME The name of this organization shall be the Tennessee Off-Highway Vehicle Association.

ARTICLE II - PURPOSE The Tennessee Off-Highway Vehicle Association (TOHVA) represents off-highway vehicle (OHV) interests in Tennessee and works on recreation issues in cooperation with land managers, legislators and educators to conserve, expand, enhance and protect responsible OHV recreation opportunities.

ARTICLE III - MEMBERSHIP

SECTION 1: COMPOSITION Any individual or organization with an interest in motorized recreation and who subscribes to the purpose of the Association shall be eligible for membership. There shall be five (5) classes of membership: Individual, Family, Club, Business/Organization, and Charter. Membership in this organization shall be determined on a nondiscriminatory basis without regard to race, gender, age, color, national origin, religion or political affiliation.

SECTION 2: NUMBER There shall be at least ten (10) people comprising the total membership for it to continue.

SECTION 3: MEMBERSHIP The term of membership shall be annual. Dues for each category of membership shall be recommended by the Executive Committee and determined by a vote of the general membership. The due shall be owed on January 1 of each year and must be paid by the last day of February of that same year in order to keep the membership current.

SECTION 4: VOTES Each individual and charter member, each family membership, each club membership and each TOHVA-supporting member-business/organization shall be entitled to one (1) vote. 11

ARTICLE IV – ELECTED OFFICERS

SECTION 1: OFFICERS The officers of the organization shall be the President, Vice President, Treasurer, Secretary, 4-Wheel Drive (4WD) Member-At-Large, All-Terrain Vehicle (ATV) Member-At-Large, and Off-Highway Motorcycle (OHM) Member-At-Large.

SECTION 2: TERM OF OFFICE
A. For the first year of operation the President and Treasurer shall be elected at the Incorporation meeting for a term of two (2) years.
B. For the first year of operation the Vice President and Secretary shall be elected at the Incorporation meeting for a term of one (1) year to create staggered terms.
C. For all years following the first year of incorporation the term of office for the President, Vice President, Treasurer and Secretary shall be two (2) years.
D. For the first year of operation and all years following the 4WD, ATV and OHM Members-At Large shall be elected for terms of one year.
E. All officers, including all Members-At-Large, shall take office on January 1 of the year following their election and hold office until their successors have been elected and duly installed.

SECTION 3: METHOD OF ELECTION
A. There shall be an ad hoc nominating committee composed of at least one (1) 4WD, one (1) ATV and one (1) OHM enthusiast appointed by the Executive Committee. The ad hoc nominating committee shall recommend a candidate for each office after having acquainted the nominees with the responsibilities of the office and securing their willingness to serve.
B. Additional nominations may be made from the floor at the annual general membership meeting held during each November on a date set by the Executive Committee.
C. Officers and members-at large shall be elected at the annual general membership meeting and shall assume office on January 1 of the following year. D. Officers shall serve until their successors have been elected and duly installed.

SECTION 4: DUTIES OF ELECTED OFFICERS
A. The President shall be the chief executive officer of the organization. He/she shall preside at all meetings of the organization and shall be chairperson and preside at the meetings of the Executive Committee. He/she shall sign all documents requiring an official signature and shall perform all other duties incidental to the office.
B. The Vice-President shall perform the duties of the President in the absence or incapacity of the President. The Vice-President shall automatically become President of the organization upon the resignation or death of the President. The Vice President shall assist the President and other officers as needed.
C. The Secretary, subject to the direction and approval of the Executive Committee, shall keep an accurate record of the activities of the organization, shall issue all notices of the organization meetings, shall be responsible for the correspondence of the organization, and shall prepare and keep a listing of all chairpersons and members of all committees for the current and two previous years.
D. The Treasurer shall keep an accurate record of all monies allocated to and collected by the organization, shall supervise the disbursement of the funds subject to the direction and approval of the Executive Committee and shall serve as chair of the finance committee.
E. The Members-At-Large shall represent the general membership and assist the other officers as needed.
F. Vacancies occurring in any of the offices due to resignation, illness, death or other incapacity to comply with duties of their offices shall be filled by appointment of the executive committee until the next annual general membership meeting except in case of President, when the Vice-President shall succeed to the office of President, as noted in Article IV, Section 4B. Officers appointed by the executive committee shall only serve until the next regular election.
G. The Tennessee Off-Highway Vehicle Association shall indemnify and hold harmless each person who shall serve at any time hereafter as officer or member-at-large of the organization from and against any and all claims and liabilities to which such person shall become subject by reason of his or her having heretofore or hereafter been an officer of the organization, or by reason of any action alleged to have been heretofore or hereafter taken or omitted by him or her as such officer or member-at-large, and shall reimburse each such person for all legal and other expenses reasonably incurred by him or her in connection with any such claim or liability. The rights accruing under the foregoing provisions of this section shall not exclude any other right to which he or she may be lawfully entitled, nor shall anything herein contained restrict the right of the organization to indemnify or reimburse such person in any proper case even though not specifically herein provided for. The organization, its officers, employees and agents shall be fully protected in taking any action or making any payment, or in refusing to do so, in reliance on the advice of counsel. The Executive Committee shall, within its sound business judgment and discretion, have the power to purchase and maintain insurance on behalf of any person who is or was a officer or member-at-large, employee or agent of the organization, or is or was serving at the request of the organization as an officer or member-at large, employee or agent of another organization, partnership, joint venture, trust or other enterprise against liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the organization would have the power to indemnify against such liability.

ARTICLE V – THE EXECUTIVE COMMITTEE SECTION 1: COMPOSITION The Executive Committee shall be composed of the President, Vice President, Treasurer, Secretary, 4WD Member-At-Large, ATV Member-At-Large and OHM Member-At-Large. SECTION 2: FUNCTIONS The functions of the Executive Committee shall be:
A. To perform the essential organization activities that must be acted upon between meetings of the membership;
B. To formulate and recommend programs and activities to the members of the organization for their consideration and approval;
C. To establish committees, to identify the responsibilities of the committees necessary to further the purposes and functions of the organization, and provide to assistance as requested by the committees; and
D. To carry on such other business as may be delegated to it by the organization membership.

SECTION 3: MEETINGS OF THE EXECUTIVE COMMITTEE
A. The Executive Committee shall meet at least quarterly and in sufficient time prior to the annual general membership meeting to formulate the agenda and have it printed for the meeting.
B. Additional meetings of the Executive Committee may be called by the President or a simple majority of the Executive Committee.
C. A simple majority of the Executive Committee members must be present to constitute a quorum for the transacting of business.
D. Meetings may be conducted at a physical location or by teleconference.
E. Proxy votes are acceptable, as are telephonic meetings and e-mail correspondence.

ARTICLE VI – FISCAL YEAR The fiscal year of the organization shall be from January 1 to December 31 inclusive. ARTICLE VII – GENERAL MEMBERSHIP MEETINGS
A. An annual general membership meeting shall be held each November on a date set by the Executive Committee.
B. The general membership meeting shall be to conduct the business of the organization as outlined under Article II. More specifically, the general membership meeting shall be for the following:

i. To approve, reject, amend or refer back to the committees for further study reports from committees.

ii. To introduce new ideas with requests for the Executive Committee to establish committees to make further studies and report back their recommendations to the organization.

iii. To evaluate reports of completed activities, projects or programs and make suggestions for improvement.

iv. To provide members with information concerning programs helpful to them in their efforts to address OHV recreation needs.

C. Written notice shall be sent to all members of the organization at least thirty (30) days in advance of all general membership meetings.

 i. Written notice shall include the agenda, date, time and place of the meeting.

 ii. For those meetings where changes to the by-laws will be proposed, the proposed changes must be included in the written notice.

 

D. Additional general membership meetings may be called by the Executive Committee or upon request of thirty percent (30%) of the voting members of the organization.
E. The members present at any general membership meeting shall constitute a quorum for the transaction of business.
F. Each individual and charter member, each family membership, each club membership, and each TOHVA-supporting member-business/organization shall be entitled to one (1) vote as stated in Article III, Section 4.
G. Absentee voting by fax, e-mail or mail ballot is acceptable provided ballots are received at least five days prior to the scheduled meeting.

ARTICLE VIII - COMMITTEES
A. All committees deemed necessary by the Executive Committee or requested by the general membership shall be appointed by the Executive Committee.
B. The members of all standing committees, long term committees established to work on on-going issues such as legislation or land management, shall serve for a period of one year, such period to be concurrent with terms of the elected officers.
C. The members of all ad hoc committees, short term committees established to work on specific issues such as an event, shall serve in accordance with the charge to that committee.

ARTICLE IX – AMENDMENTS Amendments to these bylaws may be made at any duly convened general membership meeting by a two-thirds majority of those members present and voting or voting by proxy, provided the proposed amendment was submitted in writing to the membership at least thirty (30) days prior to the date of the meeting. A motion was made, seconded, and approved to adopt these bylaws for the Tennessee Off-Highway Vehicle Association. 16

NOMINATIONS AND ELECTIONS Nominations were accepted for the offices of: President Vice President Treasurer Secretary 4WD Member-At-Large ATV Member-At-Large OHM Member-At-Large Election results: President David Bebout (OHM) Vice President Steve Melton (4WD) Treasurer Joe Tichenor (OHM) Secretary Todd Patrick (ATV) 4WD Member-At-Large Roger Theurer ATV Member-At-Large Donald Sieber OHM Member-At-Large Scott Voorheis 17

COMMITTEES The following committees were appointed: Communications - Danny Jenkins - Chairperson and Preston Quirk, Legislative - Michelle Russell – Chairperson, David Borum, Becca DuBose, Mark Story, Membership - D J Petrou - Chairperson, Charlie Roberts, Scott Voorheis, It was agreed that the first priority of each committee was to increase the number of persons serving on the committee.

MEMBERSHIP DUES A motion was made, seconded and approved to approve the following range of annual dues: Individual ($10 minimum / $20 maximum) (allowance for discount if member of TOHVA member club) Family ($20 minimum / $35 maximum) – defined as people living at same address Charter ($100 minimum / $125 maximum) – available only to end of 2009) Club ($75 or $100 minimum with option of $5 adder per member if discount extended to individual members) Business/Organization ($100 minimum) The Executive Committee has until November 22, 2008 to adopt a dues structure within the parameters stated above. It is suggested that PayPal be offered as an option to collect dues.