One-In-Teen Youth Services, Inc.
703 Berry Road
Nashville, TN 37204
One-In-Teen Youth Services, Inc.
ARTICLE I - NAME AND OFFICES
The name of the corporation shall be One - In - Teen Youth Services.
The corporation shall maintain a registered office in the State of Tennessee and shall have a registered agent whose address is
identical with the address of such registered office in accordance with the requirements of the Tennessee Nonprofit Corporation
ARTICLE II - Objectives and Principles
Section 1. Mission Statement
The mission of the Corporation shall be to provide a continuum of support and services to benefit gay, lesbian, bi and
transgenderal youth and youth-serving agencies throughout Middle Tennessee.
Section 2. Nonprofit Corporation
The Corporation shall be organized and operated as a nonprofit corporation under the provisions of the Tennessee Nonprofit
Corporation Code. The Corporation is chartered as a non-religious, public benefit corporation and the Corporation shall be
operated, at all times, in a manner that is consistent with this status.
Section 3. Charitable Purposes
The Corporation is a voluntary association of individuals, the purpose of which is set forth in the Articles of Incorporation and
these Bylaws, that is exclusively charitable within the meaning of Section 501(c)(3) of the Internal Revenue Code. In furtherance of
such purposes, the Corporation shall have full power and authority:
a. To solicit, accept and receive contributions, gifts, grants and bequests of real and personal property to support
activities of the corporation;
b. To hold, invest and expend such funds and properties received for such purposes;
c. To borrow money and issue evidences of indebtedness; in a furtherance of any or all of the objectives of it business;
d. To perform all other acts necessary or incidental to the above and to do whatever is deemed necessary, useful,
advisable or conducive, directly or indirectly, to carry out the purposes of the corporation, as set forth in the Articles of
Incorporation and these Bylaws, including the exercise of all other power and authority enjoyed by the Corporation
generally by virtue of the provisions of the Tennessee Nonprofit Corporation Code (within and subject to the limitations
of Section 501(c)(3) of the Internal Revenue Code).
Section 4. Non-discriminatory Practices
As a part of fulfilling its mission, the Corporation shall not discriminate on the basis of color, ethnicity, gender, mental handicap,
national origin, physical challenge, race, religion, sexual orientation, or veteran status.
ARTICLE III - BOARD OF DIRECTORS
Section 1. Responsibilities
The Board of Directors shall determine policies, establish goals and objectives, oversee operations, maintain stewardship of
capital assets and operating funds and deal with such other matters as may be essential to the successful functioning of the
Corporation in achieving its mission.
Section 2. Membership
The Board of Directors shall consist of not less than 8 (eight), nor exceed more than 16 (sixteen). The number of Directors can
exceed 16 (sixteen), if the Board accepts a gift of funds or other resources from another organization that requires board
representation as a condition of the gift.
Section 3. Election of Board
Directors and other interested parties are encouraged to recommend candidates for Board membership to the Nominating
Committee. Upon the request of a Director the Nominating Committee may discuss the names of candidates under consideration
for Board membership.
Nominations for membership to the Board shall be prepared by the Nominating Committee at least thirty (30) days before the
Annual Meeting. The nominations should be available for review by the Executive Committee in October, should the Executive
Committee wish to review the nominations. All Directors will then receive a slate of nominations through the mail at least fifteen (15)
days prior to the Annual meeting. Nominees elected as Directors will be notified of their election after this meeting and will be
invited to attend an orientation held before their first Board meeting.
Section 4. Term of Office
The normal term of office for a member of the Board of Directors is three (3) years. A Director may be elected for a shorter term
when representing another organization and/or when elected to fill the unexpired portion of a retiring Director's three-year term or
for the purposes of implementing these by-laws.
Directors may be asked to serve a second three year term. No Director who has served two consecutive full three-year terms shall
be eligible for re-election until at least one year has elapsed following the completion of the last term.
Section 5. Vacancy
In the event that a should Director vacate his/her office before the end of their term, the Executive Committee may nominate and
the Board may select a new Director to fulfill the remainder of the term.
Section 6. Removal
Any Director shall be subject to removal by a consensus decision of the Board at any time with or without cause when determined
to be for the good of the organization. Directors absent from three (3) Board meetings without prior notice to the President or
Vice-President may be removed from the Board at the recommendation of the Nominating Committee and said Director shall be
notified by mail. The removal may be appealed by the Director to the Board of Directors at the next regular meeting.
Section 7. Conflict of Interest
All Directors agree to make a full disclosure to the Board of any potential conflicts of interest between their personal interest and
the interest of the Corporation. These interests include, but are not limited to, business transactions, provision of professional
services and potential political objectives that could benefit the individual member, family, friends or associates of any entity in
which they have an interest.
Section 8. Compensation
No director of the Corporation shall receive, directly or indirectly, any salary or other compensation for serving as a director or in
any other capacity, unless authorized by the concurring vote of a majority of all directors or by the concurring vote of all
disinterested directors. However, nothing contained herein shall be construed to prevent any director from serving the
Corporation in any other capacity and receiving reasonable compensation for services rendered in furtherance of the purposes
and functions of the Corporation.
Section 9. Initial Board of Directors
Special rules shall apply to the selection of the initial Board of Directors to operate under these by-laws. This Board shall consist of
no fewer than five (5) Directors, selected by the individuals listed as incorporators on the Charter of the Corporation. The term of
office for this Board shall be evenly divided, half shall receive a three (3) year term and half shall receive a two (2) year term. This
Board of Directors shall consist of Eight (8) Directors no later than January 31, 1995.
ARTICLE IV - MEETINGS
Section 1. Regular Meetings
The Board of Directors shall schedule no fewer than four (4) regular meetings a year.
Section 2. Annual Meeting
The Annual Meeting of the Board of Directors shall be held in November of each year.
The selection of Directors and selection of Officers shall occur at this meeting. The Directors and Officers shall assume their duties
in January or at the next regular meeting of the Board of Directors, which ever comes first.
Section 3. Special Meetings
Special meetings may be called by the President, or, in his/her absence or inability to act, by any of the officers of the Board, or
upon the written request of three (3) members of the Board to the President. The agenda for special meetings shall be limited to
Section 4. Notice of Board of Director's Meetings
The Executive Committee shall designate and publish the date, time, and place of regular Board meetings. The Executive
Committee shall provide all Directors written notice of all special meetings at least seven (7) days prior to the meeting. All Directors
will receive written notice of the date, time, and place of the Annual meeting through the mail at least fifteen (15) days prior to that
Any Board meeting at which the Board will consider the removal of a Director, a charter amendment, a bylaws amendment, a plan
merger, the sale of corporate assets other than in the regular course of activities or dissolution of the corporation must be held
upon ten (10) days written notice to all directors that the matter will be voted on at the meeting.
A Director may waive the right to receive notice.
Section 5. Quorum
The presence of one-third of the Directors, but in no event less than four (4) Directors, shall constitute a quorum for the transaction
of business. Any act of the Directors present at a meeting in which a quorum is present shall be the act of the Board of Directors.
ARTICLE V - OFFICERS
Section 1. Officers
The officers of the corporation shall be: President, Vice-President, Secretary, and Treasurer, and any other officer that the Board of
Directors from time to time shall deem necessary.
Section 2. Election
A slate of officers shall be prepared by the Nominating Committee at least thirty (30) days before the Annual Meeting. All Directors
shall receive a slate of Officers through the mail fifteen (15) days prior to the Annual Meeting and shall vote on the slate at the
Annual Meeting of the year. The President, Vice President, Secretary, and Treasurer shall be elected to a one-year term and shall
not be eligible to serve more than two (2) consecutive years in the same office. All terms commence January 1 and conclude
Section 3. Duties
The Officers of the Board of Directors shall have the following powers and duties:
a. The President shall serve as chair at all meetings of the Board of Directors; serve as chair of the Executive
Committee; serve as a member all of standing or ad hoc committees; and guarantee the implementation of the
Corporation's Consensus Decision-Making Policy (Attachment A). The President shall carry out such additional duties
as shall be determined by the Board of Directors.
b. The Vice-President shall act as aide to the President and shall perform the duties of the President in the absence or
disability of that officer to act and such additional duties as shall be determined by the Board of Directors.
c. The Secretary shall be responsible for recording the attendance and minutes of all meetings of the Board of Directors;
assume responsibility for the correspondence of the Board; shall have custody of the minute book of the corporation;
and shall perform such other duties as may be delegated.
d. The Treasurer shall have custody of all of the funds of the Corporation and shall maintain a full and accurate account
of receipts and expenditures. The Treasurer shall present a financial statement at every meeting and at other times when
requested by the Board of Directors and shall make a full report annually. The Treasurer shall be responsible for
supervising the maintenance of such books of account and records as required by the Corporation, as well as the
maintenance of prevailing accounting practices and all taxing and granting authorities. The Treasurer will serve as chair
of the Finance Committee.
Section 4. Vacancy
In the event of a vacancy in the office of the President of the Board, the Vice-President shall assume the duties for the remainder of
the unexpired term.
In the event of a vacancy of the office of Vice-President, Secretary, or Treasurer, the Nominating Committee shall propose a
candidate to complete the remainder of the unexpired term, for approval by the Board of Directors.
Section 5. Removal
The Board may remove any officer, with or without cause. The removal may be appealed by the Director to the Board of Directors
at the next regular meeting.
ARTICLE VI - COUNCILS and COMMITTEES
Section 1. Permanent Bodies
The Board shall establish one (1) standing council - the Staff Council and three (3) standing committees - the Executive Committee,
the Finance Committee and the Nominating Committee.
Section 2. Auxiliary Bodies
The Board of Directors may establish a Council of Advisors consisting of individuals from the community representing various
backgrounds. The Board may adopt a policy outlining the mission of the Advisors. The Nominating Committee shall provide
names of prospective advisors to the Board for its approval in response to the mission of the Advisors as articulated by the Board.
The President shall appoint a liaison from the Board to the Advisors taking into consideration the mission of the Advisors. The
President and Chair of the Staff Council shall serve as members of the advisory council.
The President may appoint, with approval Board of Directors, any other councils or committees as deemed necessary in the
furtherance of the Corporation goals and mission.
Section 3. Appointment/Composition of Councils and Committees
Unless otherwise stipulated in these Bylaws, the Executive Committee shall appoint and the Board shall approve the chair and
members of each council and committee. Each Director shall participate in the work of at least one (1) committee. Non-Directors
with specialized knowledge or interest may be asked to serve on any council or committee except the Nominating and Executive
Committees. The President and the Chair of the Staff Council shall serve as members of all committees. The Board shall approve
all committee appointments.
Section 4. Staff Council
The Staff Council shall represent the volunteers and staff of the Corporation that provide the staffing for the services provided by
Section 5. Standing Committees
The Standing Committees shall include: Executive, Finance and Nominating. The chair of each standing committee shall be a
a. Executive Committee
1. Composition: The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer and the
immediate past President and one at large member of the Board elected by the Board for a one year term. The Chair of
the Staff Council shall also serve as a member of the Committee. Not withstanding Article III, Section 4, the term of
service of the immediate past President on the Board of Directors may be extended one year.
2. Quorum: A majority of the members shall constitute a quorum.
3. Meetings: The Executive Committee shall meet at the request of the President or of at least three (3) members.
4. Responsibilities: The Executive Committee shall exercise all the functions of the Board of Directors in the
management of the affairs of the corporation during the intervals between Board meetings or if the number of the
members of the Board falls below eight (8) members. All business transacted by the Executive Committee shall be
reported at the next meeting of the Board of Directors. The Executive Committee shall nominate candidates for
membership to all other committees.
b. Finance Committee
1. Composition: The Finance Committee shall consist of the Treasurer and two at large members of the Board
nominated by the Executive Committee and elected by the Board for a one year term. The Chair and Fiscal Officer of the
Staff Council shall also serve as members of the Committee.
2. Quorum: A majority of the members shall constitute a quorum.
3. Meetings: The Finance Committee shall meet at the request of the Treasurer, the Fiscal Officer of the Staff Council or
of at least two (2) members.
4. Responsibilities: The Finance Committee shall be chaired by the Treasurer of the Board. This committee shall make
recommendations to the Executive Committee and the Board of Directors on all matters relating to the general financial
condition of the corporation, all annual budgets and audits, and shall assure that books are kept in accordance with
generally accepted accounting principles. Any expenditures of Corporation funds in excess of $500.00 shall require the
approval of the Finance Committee.
c. Nominating Committee
1. Composition: The Nominating Committee shall consist of not less than three board members of the Board nominated
by the Executive Committee and selected by the Board for a one year term. Both the past President and the Chair of the
Staff Council shall also serve as members of this committee.
2. Quorum: A majority of the voting members shall constitute a quorum.
3. Meetings: The Nominating Committee shall meet at the request of the President or of at least three (3) members.
4. Responsibilities: The Nominating Committee shall be responsible for recommending candidates for Board and
Advisory Council membership; recommending a slate of officers; and monitoring provisions in the Bylaws for
attendance and tenure.
ARTICLE VII. - Staff Council
Section 1. Responsibilities
The Staff Council shall be responsible for the implementation of the policies, goals and objectives of the Board of Directors. The
Council shall have the following powers and duties:
a. To direct the daily operation of the projects and programs of the Corporation.
b. To prepare and recommend an annual budget for the Corporation.
c. To propose and recommend policies, procedures and programs to the Board of Directors.
d. To provide reports and updates to the Board on progress of the projects and programs of the Corporation.
e. To review and attempt resolution of all grievances filed by clients, volunteers, and staff.
<P>Section 2. Election
The Staff Council shall consist of the Program Chairs and at least two (2) At Large Member from the volunteers and/or staff. The
At-Large Members shall be nominated and elected by the volunteers and staff at an full volunteer/staff meeting during the month of
May. The location and date of the full volunteer/staff meeting at which elections will take place must be post at least thirty 30 days
before the meeting. Only those volunteers and staff member present at the meeting will be eligible to vote.
Section 3. Membership
The Staff Council shall consist of not less than four (4) nor exceed more than eight (8). The Staff Council shall maintain a gender
balance among members and should strive to obtain and retain an ethnic balance.
Section 4. Term of Office
The normal term of office for a member of the Staff Council is two (2) years. Council Members may be asked to serve as many
consecutive terms as both the Council Member and the Board of Directors desire.
Section 5. Council Officers
a. The Officers of the Corporation's Staff Council shall be: Chair, Fiscal Officer, Secretary, and Program Chairs and any
other officers that the Council from time to time shall deem necessary. The Council Officers shall have the following
powers and duties:
1. The Chair shall facilitate or designate a facilitator for all meeting of the Staff Council; represent the Council as a
member of Board, the Executive Committee and the Finance Committee; recommend Staff to service as Program
Chairs. The Chair shall carry out such additional duties as shall be determined by the Board of Directors and the
2. The Secretary shall be responsible for recording the attendance and minutes of all meetings of the Staff Council;
assume responsibility for the correspondence of the Council; and shall perform such other duties as may be
3. The Fiscal Officer shall maintain a full and accurate account of receipts and expenditures; and shall be
responsible for the maintenance of such books of account and records required by the Board of Directors. The
Fiscal Officer shall be a member of the Finance Committee; and shall present a financial update at every meeting of
the Finance Committee.
4 The Program Chairs shall be responsible for the daily coordination and operation of their assigned programs
sponsored by the Corporation. The Program Chairs shall present programmatic update at every meeting of the
Staff Council. Program Chairs shall facilitate or designate a facilitator for all meetings of the program steering
committee, if such a committee is determined to be necessary.
b. The election of Council Officers shall be conducted during the June Council meeting. The Council shall elect the
Chair, Fiscal Officer, and Secretary to a one-year term. The Council Chair and Secretary shall not be eligible to serve
consecutive years in the same office. The Fiscal Office shall not be eligible to serve more than three (3) consecutive
years in that office. All terms commence July 1 and conclude June 30.
Section 6. Removal of Staff Council Members
Any Council Member shall be subject to removal by a consensus decision of the Council at any time with or without cause when
determined to be for the good of the organization. Council Members absent from three (3) Council meetings during a year without
prior notice to the Chair or Secretary may be removed from the Council upon the recommendation of one of the Council Officers
and said Council Member shall be notified by mail. The removal may be appealed by the Council Member to the Board of Directors
at the next regular meeting.
Section 7. Conflict of Interest
All Council Members agree to make a full disclosure to the Board of any potential conflicts of interest between their personal
interest and the interest of the Corporation. These interests include, but are not limited to, business transactions, provision of
professional services and potential political objectives that could benefit the individual member, family, friends or associates of
any entity in which they have an interest.
ARTICLE VIII - FINANCES
Section 1. Fiscal Year
The fiscal year of the Corporation shall begin January 1 through the following December 31.
Section 2. Audit
An annual audit of financial statements shall be made by a properly accredited certified public accountant chosen by the Board of
Section 3. Contracts
The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so
authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the
Corporation. Such authority must be in writing and may be general or confined to specific instances.
Section 4. Checks, Drafts, Notes, Etc.
All checks, drafts or other orders for the payment of money notes or other evidences of indebtedness in the name of the
Corporation shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as may from time
to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such
instruments shall be signed by the treasurer and countersigned by the president or the vice president of the Corporation.
ARTICLE IX - INDEMNIFICATION OF DIRECTORS AND VOLUNTEERS
The Corporation shall indemnify to the full extent permitted by law against damages, judgments, settlements, costs, charges, and
expenses incurred in connection with the defense of any action, suit, or proceeding or any appeal therefrom, any person or his or
her personal representative, made, or threatened to be made, a party to such action, suit, or proceeding, whether civil or criminal,
by reason of the fact that such person is or was a member of the Board of Directors or a member of the Staff Council or an officer
or agent of the corporation.
ARTICLE X - ACTION BY CONSENT
Directors may act by written consent when action at a meeting is not practical, timely or preferable. Such written consent shall set
forth the action so taken, be signed by persons entitled to participate in discussions on that action, indicate each Board member's
expressed opinion, and be delivered by hand, mail or facsimile to the corporation for inclusion in the corporate records.
ARTICLE XI - MISCELLANEOUS PROVISIONS
Section 1. Parliamentary Authority
The rules contained in Corporation's Consensus Decision-Making Policy (Attachment A) shall govern all meetings of the Board of
Directors and committees of the Corporation in all cases to which they are applicable and in which they are not inconsistent with
these bylaws and any special rules of order adopted by the Board of Directors, or individual committees.
Section 2. Tax-exempt Status
The affairs of the Corporation at all times shall be conducted on such manner as to assure status as a "publicly supported"
organization as defined in Section 509(a)(1) or Section 509(a)(2) or Section 509 (a)(3) of the Internal Revenue Code, and so in other
ways to qualify for exemption from tax pursuant to Section 501(c)(3) of the Internal Revenue Code.
SECTION 3. Prohibition Against Lobbying
No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence
legislation (except as otherwise permitted in Section 501(h) of the Code). The Corporation shall not participate or intervene
(including the publishing or distributing of statement) in any political campaign on behalf of any candidate for public office.
SECTION 4. Amendment
These Bylaws may be amended, supplemented, or repealed in whole, or in part, by a Consensus Decision of the entire Board of
Directors. Written notice of such meetings shall be given at least fifteen (15) days prior to the meetings stating the provisions of the
proposed amendment and that the action will be taken at the meeting.
Each year the President shall take all steps necessary to assure that the By/laws conform to the laws of the State of Tennessee
and all other jurisdictions applicable to the Corporation. Beginning in 1996, and at the beginning of each successive five (5) year
period, the President shall appoint a committee to conduct a general review of the By/Laws.