By-Laws

BY-LAWS OF THE MEMPHIS TEA PARTY

ARTICLE I - NAME

The name of this organization shall be “The Memphis TEA Party”.

ARTICLE II – MEMBERSHIP AND TERM OF OFFICE

1.    The voting members of The Memphis TEA Party of Memphis, Tennessee, hereafter referred to as the Board of Directors, shall be composed of no less than twelve (12) members as approved by the Chair and will be replaced to fill vacancies, as set forth in Article VI of these Bylaws.

2.    The term of a board member, officer, committee head, or member shall begin immediately the day following their election and shall continue for two years or until his or her successor is elected and qualified, unless removed from membership by the Committee for inattention to duty, incompetency, or failure to support the Mission, Goals & Objectives of The Memphis TEA Party.

ARTICLE III - OFFICERS AND DUTIES

1. The Memphis TEA Party of Memphis, Tennessee (herein referred to as the “MTP”) shall elect the following officers at an agreed upon meeting of the MTP for a period of one year. These officers shall serve at the pleasure of the MTP and shall discharge the duties described below:
   1. Chair of the MTP (herein referred to as the “Chair”) whose duties shall be to:

1. Preside at all meetings of the MTP.
2. Make policy recommendations to the MTP.
3. Act as the administrative officer of the MTP in charge of the staff and office of the MTP, including the employment of any staff with the approval of the MTP.
4. Approve all expenditures made on behalf of the MTP.
5. Employ an auditing firm to conduct an annual audit of the finances of the MTP, if necessary.
6. Appoint, with the consent of the MTP, a Finance Chair who shall develop plans and programs to raise funds for the MTP, and who shall serve at the pleasure of the Chair.
7. Appoint, with the consent of the MTP, Legal Counsel who shall advise the MTP and act for the MTP in connection with all legal matters, and who shall serve at the pleasure of the Chair.
8. Confer with the Co-Chair in connection with the duties of the Chair and Co-Chair, and perform such other duties as the MTP may direct.

2. Co-Chair of the MTP (herein referred to as the “Co-Chair”). whose duties shall be to:

1. Act in the absence of the Chair of the with respect to the duties assigned to the Chair.
2. Coordinate the activities of the auxiliaries with the MTP.
3. Confer with the Chair in connection with the duties of the Chair and Co-Chair, and perform such other duties as the MTP may direct.

3. Treasurer of the MTP who shall be a member of the MTP and whose duties shall be to:

1. Carry out the duties of the Treasurer of a political committee, as required by federal and state law, including the signing of all statements of organization and periodic statements of contributions and expenditures.
2. Provide oversight in the maintenance of adequate records of the financial transactions of the MTP and assure compliance with all federal and state laws.
3. Present current financial reports to meetings of MTP.
4. Perform such other duties as may be assigned by the MTP.

4. Secretary of the MTP, who shall be a member of the MTP and whose duties shall be to:

1. Supervise the taking of all minutes at meetings of the MTP.
2. Take minutes at all executive sessions of the MTP.
3. Present to the MTP minutes of previous meetings of the MTP for review and approval by the MTP.
4. Perform such other duties as may be assigned by the MTP.

2. The Chair, with the consent of the MTP, shall designate individuals on the MTP’s staff (herein referred to as the (”Staff”) to assist the officers of the MTP in the following capacities:
   1. An Assistant Treasurer of the MTP, whose duties shall be to:

1. Assist the Treasurer as may be required; particularly in the preparation of all statements of organization and periodic statements of contributions and expenditures.
2. Receive and deposit all MTP funds; and, upon the written direction of the Chair, disburse funds of the MTP.
3. Maintain adequate and required records of all financial transactions of the MTP.
4. Prepare and complete current reports of financial transactions, including listings of disbursements made and unpaid bills, prior to each meeting of the MTP.
5. Perform such other duties as may be assigned by the Chair.

2. An Assistant Secretary of the MTP, whose duties shall be to:

1. Assist the Secretary as may be required, particularly in the taking and preparation of minutes.
2. Maintain and preserve the records and minutes of the MTP.
3. Perform such other duties as may be assigned by the Chair.

3. The Assistant Treasurer and other persons handling the MTP’s funds shall post a surety bond if required by the MTP. The amount of any surety bond shall be established and the premium therefore shall be paid by the MTP.
4. In the absence of the Secretary, the Chair may appoint a secretary pro tempore.

ARTICLE IV - COMMITTEES

The Chair, with consent of the MTP, shall appoint the chair of each of the committees established by this Article. Except as otherwise provided herein, the membership of each of the committees shall consist of at least one member of the Board of Directors. In addition, the Legal Counsel and the Finance Chair shall be appointed to such committees as determined by the Chair, with consent of the MTP.

To facilitate consideration of the business and management of the MTP, Standing Committees are established as hereinafter set forth. Any matters appropriate for consideration by a Standing Committee first shall be referred thereto, except by a two-thirds vote of at a meeting of the Board but in no event by an affirmative vote of less than a majority of the members of the Board. Except as otherwise provided in the Bylaws, matters determined by the Chair and the Co-Chair of MTP to be appropriate for consideration by more than one Standing Committee shall be referred only to the Standing Committee of primary jurisdiction.

Unless otherwise specifically delegated and except as otherwise provided herein, authority to act on all matters is reserved to the Board, and the duty of each Standing Committee shall be only to consider and to make recommendations to the Board upon matters referred to it.

The several Standing Committees are charged specifically with the immediate care and supervision of the subject matters respectively indicated by and properly relating to their titles.

The following shall be committees of the MTP appointed by the Chair, with the consent of the MTP:

1. Budget & Fundraising Committee, which shall be responsible for recommending a budget on an annual calendar year basis for the expenditures of the MTP, and which shall consider the budgeting of such additional items of expenditures as from time to time are proposed for consideration and approval by the MTP. Expenditures for each line item of the budget shall not exceed the amount set by the budget in any one calendar year, except as the amount budgeted is specifically increased or decreased by the MTP. The costs for fundraising functions are exempted from this requirement because such costs are dependent on various factors such as the number of persons attending a fundraising function.  Any Committee or Temporary Committee may recommend to the Budget Committee a proposed budget for those MTP activities within the purview of said Committee or Temporary Committee. The Budget Committee also shall be charged with reviewing with the staff all fundraising efforts.

The committee shall consist of the following: 

• Chair
• Co-Chair
• Treasurer
• Four (4) members of the MTP, who shall be appointed by the Chair, with the consent of the MTP.

1. Organization Committee, which shall be charged with planning and recommending the MTP’s caucus and other group activities; organization and voter programs; and MTP’s Constitution and MTP’s bylaw matters. The Organization Committee also shall be charged with reviewing with the staff the MTP’s efforts in connection with caucuses, events (including TEA Party events), organization, and voter programs.
2. Personnel Committee, which shall prepare and recommend to the MTP personnel policies for employees of the MTP, and perform such other duties as may be outlined in the personnel policies. Additionally, the committee shall recruit, review and recommend members for the standing committees, Board of Directors and the Officers of the MTP.

The committee shall consist of the following: 

• Chair
• Co-Chair
• Four (4) members of the MTP, who shall be appointed by the Chair, with the consent of the MTP.

3. Communications & Public Relations Committee, which shall be charged with the responsibility to advise and recommend policy matters concerning communication vehicles including printed publications, on-line versions of information, and information delivered via current and future emerging technological methods.  Further, the committee shall develop and execute all communications and public relations efforts to support the mission of the MTP and its various events, educational and group outreach and membership development.
4. Education & Training Committee, which shall be charged with the development of training programs, webinars and other materials that advance the mission of the MTP while at the same time increasing awareness of the history of the US Constitution, American exceptionalism, the legislative process and the rights of the individual.
5. Legislative Action Committee, which shall be charged with the responsibility to facilitate meetings with members of government at the local, state and national levels, advance the Bill of Federalism in the state of Tennessee and nationally, lobby where advisable and necessary to influence legislation that positively/negatively impacts the mission and goals and objectives of the MTP and identify and encourage individuals with like-minded views of the MTP to run for office.
6. Temporary Committees & Policy Councils. The Chair may appoint such Temporary Committees and Councils as deemed necessary. The membership of these committees & Policy Councils shall be determined by the Chair, with consent of the State MTP. Such Temporary Committees shall in no event remain in existence for more than one (1) year from the date of their formation.

ARTICLE V - MEETINGS

1. Meetings of the MTP shall be convened on written and or e-mail or fax call of:

1. A quorum for the conduct of business shall consist of the two members more than fifty percent of the membership of the MTP.
2. Robert’s Rules of Order, Newly Revised, shall govern at all meetings of the MTP except as altered by these Bylaws.
3. There shall be no proxy votes at meetings of the MTP, except to elect a Chair or Co-Chair or to fill vacancies of Committeeman or Committeewoman.
4. All meetings of the MTP shall be open to the public, except Executive Sessions called by majority vote of the voting members of the MTP present. Executive Sessions may be (a) full Executive Sessions at which only voting members of the MTP together with the Chair and/or State Co-Chair, or such person as may be designated by the MTP to act as Chair may be present; or (b) Partial Executive Sessions at which the Finance Chair, Legal Counsel and other persons specified by the MTP may be present.
5. Meetings of the MTP may be conducted by teleconference, or individual members of the MTP may participate in MTP meetings by using teleconferencing. However, the election of MTP officers, the election of members of the Committee or other business where voting is conducted by use of secret ballots shall not be conducted by teleconference or use of teleconferencing.

ARTICLE VI - PROCEDURES FOR FILLING VACANCIES ON THE CENTRAL COMMITTEE

1. Whenever a Chair or a Co-Chair is elected from within the membership of the MTP, said Chair or Co-Chair may not continue to serve as a member of the MTP.
2. Within twenty (20) days after a vacancy arises in the membership of the MTP, notice of such vacancy shall be forwarded by the Chair to the members. The notice shall include a call for a meeting of the Committee at a designated time and place. The meeting shall be held within sixty (60) days after the vacancy arises and at such meeting, the Committee shall elect by majority vote a person to fill the unexpired term arising from the vacancy.

ARTICLE VII - PROPERTY, RECORDS, AND PERSONAL RESPONSIBILITY

1. All records and property purchased or acquired by the MTP or any of its employees in connection with the conduct of the affairs of the MTP shall be the property of the MTP.
2. Contracts - Checks - Loans - Deposits
   1. Contracts: The MTP may authorize any officer or officers, agent, or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of said MTP, provided such procurement, contract or agreement will not result in the expenditure of $10,000 or more during the Chair’s two year term and the entire term of the contract or agreement. Any procurement, contract or agreement which will result in the expenditure of $10,000 or more during the entire term of the contract or agreement requires the signatures of the Chair and the Treasurer or Co-Chair.
   2. Loans: No loans shall be contracted on behalf of the MTP and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the MTP.
   3. Checks, Drafts, etc.: All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the MTP shall be signed by such officer or officers, agent or agents of the MTP and in such manner as may be determined by resolution of the MTP. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the MTP shall be signed by the Chair and the Treasurer or Co-Chair. Notwithstanding the above, a separate account not exceeding $2500 may be established by the MTP. Checks not exceeding $1000 drawn on this account may be signed by the Chair or Executive Director.
   4. Deposits: All funds under control of the MTP shall be deposited to the credit of The MTP in such bank, trust companies, savings and loan institutions, or other depositories as the MTP may select.
3. The MTP has major responsibilities defined as follows:
   1. To maintain and operate the organization.
   2. To recruit qualified candidates and assist in conducting the political campaigns required to elect these candidates to office.
   3. To conduct such meetings, caucus’s, rallies or protests as shall be necessary to support its mission.
   4. To recommend qualified individuals to serve on the various branches of government.
   5. Raise funds and disperse monies on behalf of the MTP of Tennessee.
4. No member of the MTP shall be liable personally for any obligations of the MTP except that each individual is responsible personally for the prompt transmittal of funds collected by the member to the Treasurer, and for the accurate accounting as to funds and property in the member’s custody and on behalf of the MTP.

ARTICLE VIII - AMENDMENTS TO BYLAWS

These Bylaws shall be strictly adhered to and may be amended only by a two-thirds majority vote of the total MTP at any regularly called meeting of the MTP. Written notice of the proposed amendment and a full copy thereof shall be forwarded to the members of the MTP at least ten (10) days before the meeting at which said amendment is to be presented for consideration and vote.