BY-LAWS
"East Tennessee Paranormal Research Society INC."
ARTICLE I – NAME
Section 1. The name of the corporation shall be “East Tennessee Paranormal Research Society, Inc.” hereafter referred to as ETPRS
.
ARTICLE II -- OFFICES
Section 1. The registered office of the corporation shall be at: 204 Baxter Street, Greeneville, TN 37745
The registered agent in charge thereof shall be: Tracy G. Franklin.
Section 2. The corporation may also have offices at such other places as
the Board of Directors may from time to time appoint or the business of the corporation may require.
FIGURE A
ARTICLE III -- SEAL
Section 1. The corporate seal shall have inscribed thereon the name of
the corporation, a silhouette shadow ghost. Please see figure A. above for reference.
ARTICLE IV -- DIRECTORS
Section 1. Directors: The business and affairs of this corporation shall be managed by its Board of Directors, 3 in number. A CEO, A EVP, A CFO, and by the council, 5 in number. The directors and council members must be residents of this state. The initial board of directors at time of incorporation shall be selected by the pre-incorporated ETPRS State Director, rather then elected.
Section 2. CEO (President): The President shall attend all sessions of the Board. The President shall be the chief executive officer of the corporation; he or she shall have general and active management of the business of the corporation, subject, however, to the right of the directors to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the corporation. He or she shall have the general power and duties of supervision and management usually vested in the office of President of a Corporation.
Section 3. Executive Vice President (EVP): The EVP shall be second only to the chief executive officer of the corporation; he or she shall have general and active management of the business of the corporation, subject, however, to the right of the President to delegate any specific powers, except such as may be by statute exclusively conferred on the President, to any other officer or officers of the corporation. He or she shall have the general power and duties of supervision and management usually vested in the office of EVP of a corporation.
Section 4. Chief Financial Officer: The Chief Financial Officer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall keep the moneys of the corporation in separate account to the credit of the corporation. He/She shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Chief Financial Officer and of the financial condition of the corporation.
Section 5. Regular Meetings: Regular meetings of the Board shall be held without notice, at least quarterly, at the registered office of the corporation, or at such other time and place as shall be determined by the Board.
Section 6. Special Meetings: Special Meetings of the Board may be called by any Board of Director on 2 weeks notice to each of the other directors, personally or by mail, fax, telegram or electronic mail.
Section 7. Quorum: A majority of the total number of directors shall constitute a quorum for the transaction of business.
Section 8. Consent in Lieu of Meeting: Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
Section 9. Conference Telephone: One or more directors may participate in a meeting of the Board, or a committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other; participation in this manner shall constitute presence in person at such meeting.
Section 10. Compensation: Directors as such, shall not receive any stated salary for their services.
Section 11. Removal: Any director may be removed from their office, with or without cause, by majority vote of the sitting directors. Such a vote for removal shall only be conducted during a regular monthly meeting of the ETPRS or during a special meeting as described in ARTICLE IV Section 3.
Section 12. Presence by proxy: Any director required to serve abroad due to Military service, or business related and/or under the umbrella of the United States Armed Forces and any of its ongoing operations abroad, will be allowed to assign a proxy to represent them in all proceedings during their absence. This proxy will have all the powers and benefits of the director in their absence. The proxy shall be one of the officers of the corporation as identified in ARTICLE VI Section(s) 4-7.
ARTICLE V – REQUIREMENT FOR MEMBERSHIP.
Section 1. Membership: Everyone that submits a membership application via the ETPRS website (http://www.etprs.com) will have their application sent to all members of the ETPRS membership committee. The ETPRS membership committee will conduct meetings once a month – at their discretion to discuss new applications.
Section 2. Trial Membership: If the ETPRS membership committee feels an applicant offers talents that will benefit the ETPRS, then the applicant is granted a 90 trial period
Section 3. Requirement of Trial Membership: During this trial period the prospective member is expected to attend all monthly ETPRS meetings and complete ETPRS approved training as outline in Article V Section 5. The member should complete at least 2 investigations.
Section 4: Affiliation: At the end of the 90 trial period the Board and Council of the ETPRS will vote at the next schedule monthly meeting after the 90 trial period is over to grant membership to the prospective member with a majority.
Section 5. ETPRS Approved Training. There are three parts to ETPRS
Paranormal Training: A Satisfactory score must be earned after
completing the ETPRS online Training course located on the world wide
web at http://www.etprs.com.
A hands on training session must be completed with satisfactory result with a ETPRS Training Officer. These hands on training sessions will be offered on an as-needed basis. Satisfactory participation in at least 2 investigations – one of these must be a formal ETPRS investigation.
Section 6. Attendance Requirements: In order to be held as a member in good standing with the ETPRS, Inc. all members will be required to attend 50% of announced meetings in ETPRS, Inc. By-Laws 3 a fiscal year, as well as take part in a minimum of 1 investigation. Failure to do so shall result in review for expulsion from the ETPRS, Inc.
Section 7. Special dispensation from fulfilling requirements outlined in Section 6 shall be at the discretion of the CEO or any other officer the CEO appoints.
Section 8. Membership Dues: Each member in good standing shall donate $15.00 for members and $20.00 for investigators at the February meeting. Larger donations are accepted but not required.
ARTICLE VI -- Council
Section 1. The council officers of the corporation shall be nominated by A majority vote of the board of directors and shall be:(2) Vice Presidents and three (3) council members. The Board of Directors may also choose other officers, as it shall deem necessary. The same person may hold any number of offices.
Section 2. Salaries: No Salaries are deemed acceptable at this time, and as such no salaries shall be granted unless these Bylaws amended by quorum of vote by the Board of Directors and placed on file with the state corporate commission.
Section 3. Term of Office: The officers of the council shall hold office for one year and until their successors are chosen and have qualified. The Board of Directors may remove any officer or agent elected or appointed by the council, whenever in its judgment the best interest of the corporation will be served thereby.
Section 4. Council Members: Each of the council members shall hold a “Head of Position” and oversee operations of that portion of the group. Council Member shall be nominated by the Board of Directors and shall serve a term of 1 year.
ARTICLE VII -- VACANCIES
Section 1. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise, shall be filled by the Board of Directors. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although not less than a quorum, or by a sole remaining director. If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any executor, administrator, trustee or guardian of a director, or other fiduciary entrusted with like responsibility for the person or estate of a director, may call a special meeting of the board of directors in accordance with the provisions of these By-Laws.
Section 2. Resignations Effective at Future Date: When one or more directors shall resign from the council, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.
ARTICLE VIII -- CORPORATE RECORDS
Section 1. Any officer of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation's stock ledger, a list of its officers, and its other books and records, and to make copies or extracts the reform. A proper purpose shall mean a purpose reasonably related to such person's interest as an officer. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, a power of attorney or such other writing, which authorizes the attorney or other agent to so act on behalf of the officer, shall accompany the demand under oath. The demand under oath shall be directed to the corporation at its registered office in this state or at its principal place of business.
ARTICLE IX -- MISCELLANEOUS PROVISIONS
Section 1. Checks: All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.
Section 2. Fiscal Year: The fiscal year shall begin on the first day of
January.
Section 3. Notice: Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the mail, by fax, or by telegram, charges prepaid, to his or her address appearing on the books of the corporation, or supplied by them to the corporation for the purpose of notice. If the notice is sent by mail, fax or by telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail, faxed or with a telegraph office for transmission to such person. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting of the board of directors, the general nature of the business to be transacted.
Section 4. Waiver of Notice: Whenever any written notice is required by
statute, or by the Certificate or the By-Laws of this corporation a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent
to the giving of such notice. Except in the case of a special meeting of the
board of directors, neither the business to be transacted at nor the
purpose of the meeting need be specified in the waiver of notice of such
meeting. Attendance of a person either in person or by proxy, at any
meeting shall constitute a waiver of notice of such meeting, except where a
person attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting was not lawfully called or
convened.
Section 5. Disallowed Compensation: Any payments made to an officer or employee of the corporation such as a salary, commission, bonus, interest, rent, travel or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or employee to the corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer or employee, subject to the determination of the directors, proportionate amounts may be withheld from their future compensation payments until the amount owed to the corporation has been recovered.
Section 6. Resignations: Any director or other officer may resign at anytime, such resignation to be in writing, and to take effect from the time of its receipt by the corporation, unless some time is fixed in the resignation and then from that date. The acceptance of a resignation shall not be required to make it effective.
ARTICLE X -- ANNUAL STATEMENT
Section 1. The CEO(President) and Board of Directors shall present at each annual meeting a full and complete statement of the business and affairs of the corporation for the preceding year. Such statement shall be prepared and presented in whatever manner the Board of Directors shall deem advisable and need not be verified by a certified public accountant.
ARTICLE XI -- AMENDMENTS
Section 1. These By-Laws may be amended or repealed by the vote of the board of directors at least a majority of the votes which all board members are entitled to cast thereon, at any regular or special meeting of the board, duly convened after notice to the officers of that purpose.
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The board of directors and appointed council members do hereby affirm that they have reviewed and approved the Bylaws for the East Tennessee Paranormal Research Society, INC
Tracy Franklin
CEO (PRESIDENT) Board of Directors
Robert Allen
Executive VP Board of Directors
Julie Franklin
CFO Board of Directors
Josh Hopkins
Council Vice President
Marshall Dudley
Council Vice President
Sean Dudley
Council Member
Tesa Nauman
Council Member
Denise Crawford
Council Member