The name of the organization shall be Tenn-Share: A Tennessee Information Resource Sharing Consortium.
Tenn-Share seeks to provide leadership in all areas of resource sharing among libraries, archives, museums and other information agencies in Tennessee. Tenn-Share seeks to provide leadership and support for information sharing among its members. To support this purpose, Tenn-Share facilitates sharing of print and digital collections, staff training, leadership development and advocacy efforts.
Full membership in Tenn-Share is open to libraries, museums, archives and other information agencies in the state of Tennessee. Membership dues are established by the Board of Directors and based on the operating budget of the member institution.
Representatives of full member organizations are eligible to serve as an officer, board member, committee chair, or committee member within Tenn-Share.
Each full member organization will have one vote on all matters presented to the membership for vote by the Board of Directors. The vote will be cast by the chief librarian or designee.
Each full member organization in good standing will be eligible to take advantage of all contracts, services and agreements negotiated on behalf of TENN-SHARE members and/or provided by Tenn-Share.
Sponsoring membership in Tenn-Share is open to businesses and organizations who want to support the work of Tenn-Share. Sponsoring Membership dues are established by the Board of Directors.
Affiliate membership is open to any resource-sharing organization made up of libraries, museums, archives or similar institutions in Tennessee. While affiliate members do not pay dues, each individual member library in an affiliation must pay dues to be considered a Tenn-Share member, eligible for member benefits.
To become an Affiliate member, organizations may request to join Tenn-Share by contacting the chair of the Membership Committee, who will present the request to the Board of Directors for approval.
The Tenn-Share fiscal year is July 1 through June 30.
The Executive Director of Tenn-Share signs contracts and agreements for Tenn-Share, providing fiscal continuity as the organization’s officers and volunteers will have varying terms of service.
To be a member in good standing and be eligible for the benefits of membership, dues must be paid.
The officers of the organization shall be President, Vice-President/President Elect, Secretary, Treasurer and the Immediate Past-President.
The term of office for all officers shall be for two years or until their successors’ terms begin. Officers are not eligible for immediate reelection to their respective office. The term of office for all Officers shall begin on January 1.
Only representatives from full member institutions shall be eligible to serve as officers.
Composition. The Board of Directors shall be composed of representatives of member institutions in the following categories.
The State Library & Archives representative to the Board does not vote and is not counted towards the quorum.
The term of office for all Board members shall begin January 1; Board members shall serve for two years or until their successors’ terms begin. Board membership should normally be staggered so that one-half of the membership retires each year. The Board membership should consist of at least three representatives from each of the three grand divisions of the State of Tennessee.
Any member of the Board of Directors who misses three Board meetings in a term shall be automatically removed from the Board.
Powers. The Board of Directors shall have the power to act in the name of the organization in all matters of business, finance, contracts and other issues.
Members of the Board of Directors have the right to attend meetings, to make motions, to speak in debate, and to vote on matters of Tenn-Share business, finance, contracts and other issues.
Quorum. Fifty (50) per cent of the voting Board members shall constitute a quorum for conducting the business of the organization.
Voting. The Board may conduct business by correspondence. A vote taken by mail, telephone, email or other electronic means shall become the act of the Board upon the approval of a majority of the members of the Board. A simple majority is required for passage of any vote by the Tenn-Share Board of Directors. Any tied vote shall be settled by the vote of the President.
Executive Director. The Board of Directors will approve the appointment and compensation for the Executive Director of the organization.
Additional staff. The Executive Director will appoint and supervise any additional staff of the organization. Such appointments may include volunteers and interns, who are not required to be employed by member institutions. All appointments and salary levels must be approved by the Executive Committee. Any disagreements on terms of employment between the staff and the Executive Director can be brought to the Executive Committee for review and final decision.
Membership. The officers of the organization: President; Vice-President/President Elect; Secretary; Treasurer; and Past-President, shall constitute the Executive Committee.
Duties. The Executive Committee acts for the Board when decisions are needed between Board meetings, and is accountable to the board for said actions.
Voting. A simple majority of the Executive Committee may vote to take action. Such votes may be taken live or virtually.
The Executive Committee will:
Purpose. Elections are held by the Tenn-Share Board to fill Board positions made vacant by the completion of regular terms or terms held on an interim basis due to an unanticipated vacancy.
Election Procedures. In September, the Board shall appoint a Nominating Committee. It shall be the responsibility of this committee to call for nominations from Tenn-Share member institutions for the positions with terms scheduled to begin the following January. By the end of October the committee shall present a slate to the Board for changes and/or approval. By December 1, the Board votes on the slate and results are announced to the membership.
Filling Unanticipated Vacancies. In the event of a Board vacancy, the Executive Committee shall nominate and the Board shall elect an interim Officer or Board member to serve for the remainder of the term.
The Tenn-Share Board of Directors shall meet at least three times each year on a schedule established by the Board of Directors yearly. Meetings may be live or virtual.
Special meetings of the Board may be called by any member of the Executive Committee upon the written request of four Board members. The purpose of the meeting shall be stated in the call. All members shall be given seven working days’ notice (excluding Saturdays and Sundays).
Unless specified otherwise in Article IX, Section 2, Committee Chairs are appointed by the President to serve during that President’s term or until the committee is discharged. Committee Chairs may serve consecutive terms. All committee members are recruited and appointed by the Committee Chair, unless the Committee Chair requests in writing that the President appoint a specific committee’s members. All committee members shall be employees of Tenn-Share member institutions. Exceptions may be made by request of the Committee Chair to the Executive Committee.
Committee Chairs have the right to attend meetings of the Board of Directors and to speak in debate. When attending Board meetings, Committee Chairs do not have the right to make motions or vote unless they also serve as a member of the Board of Directors.
The following committees shall be considered Standing Committees.
Other Committees. Such other committees, standing or ad hoc, shall be appointed by the President with the consent of the Board as the organization shall from time to time deem necessary to carry on its affairs. The president shall be an ex-officio member of all committees except the Nominating Committee.
Purpose. A Procedures Manual shall be developed to outline the steps to be followed in conducting the business of Tenn-Share. This manual shall include such information as the functions of standing committees and responsibilities of paid staff, among other procedures.
Procedures shall be developed under the direction of the President and shall be approved or changed by a simple majority of Board members.
Tenn-Share shall indemnify each person who may serve or who has served at any time as an officer, director, volunteer, or employee of Tenn-Share against all expenses, including attorneys' fees, judgments, fines, settlements and liabilities reasonably incurred by reason of his or her service in such capacity, provided that no indemnification shall be provided for any such person with respect to any breach of duties of loyalty, due care or confidentiality to Tenn-Share, for acts or omissions not in good faith or which involve intentional misconduct or a known violation of the law.
Upon dissolution of this organization, all assets remaining after payment of all costs and expenses of such dissolution shall be distributed to the Tennessee State Library and Archives to be used for the betterment of Tennessee libraries. None of the assets shall be distributed to any member, officer, or trustee of this organization.
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the organization may adopt.
The bylaws may be amended at any regular meeting of the Board of Directors by a two-thirds vote of the members present and voting.
This bylaws revision was approved by the Tenn-Share Board of Directors on September 28, 2016.