By-Laws
Article I - NAME AND OBJECTS
Section 1. Name:
This organization shall be known as the Tennessee County Services Association, abbreviated
as TCSA.
Section 2. Objects:
(a) The objects of this Association shall be to collect information, statistical and otherwise, of
the functions,financing and operations of county governments and related governmental
agencies; for the further purpose of developing more efficient and economical functions
of local government to promote the common welfare of the people through the orderly
development of county government and its affiliated legal agencies; to develop methods
of economical financing, skillful planning and practical development of county departments,
agencies and commissions for the general purposes aforesaid.
(b) To maintain a permanent organization to secure cooperation among the several counties
of the State of Tennessee in a comprehensive study of local problems and in the application
of efficient methods of local government.
(c) To provide means whereby the officials of the several counties of this state may
interchange ideas and experience and obtain expert advice,
(d) To collect, compile and distribute to county officials information about government and the
administration of county affairs and to engage in the study of standardization of administrative
practices in order to increase efficiency and reduce cost of operation.
(e) To cooperate with the National Association of Counties, and other appropriate organizations
and persons, in the protection of the interests of Tennessee Counties in matters of state and
national significance.
(f) To secure harmony of action among counties of this state in matters that affect the rights and
liabilities of counties.
(g) To do any and all other things necessary and proper for the benefit of the counties of this state.
Article II - MEMBERSHIP
Each of the ninety-five counties of the State of Tennessee shall be eligible for membership in this
Association. A member county shall be represented in the Association by one or more duly qualified
members of the following organizations: Association of County Mayors of Tennessee, Tennessee
County Highway Officials Association and the Tennessee County Commissioners Association, and
whose counties are current in their dues.
Article III
In order for a county to be a member of this Association, it shall pay to the Tennessee County
Services Association annually a per capita amount to be determined by the Board of Directors.
Article IV - OFFICERS
Section 1. The officers of this Association shall be a President and a First and Second Vice President.
They shall be elected by the membership at the Association's annual meeting for a term of one
year. No officer shall be eligible to immediate succession after having served three full terms. Not
more than one of these officers may simultaneously come from anyone of the three organizations.
Upon the expiration of the President's term, the First Vice President shall assume the office of the
President and the Second Vice President shall assume the office of the First Vice President. In
addition to the President and Vice Presidents, the Board of Directors shall designate an individual to
serve as the Executive Secretary of the Association. Such person may be chosen from the Board of
Directors, the hired staff of the Association or from the membership of the Association.
Section 2. For the
conducting any other business which might properly come before the entire membership, each member
county is to have three votes: one by the County Mayor or Executive (or other executive official),
one by the County Highway Officials, irrespective of their number and one by the County Commissioners,
irrespective of their number. There shall be no voting by proxy.
Article V - BOARD OF DIRECTORS
Section 1. All business of this Association, other than the election of the officers thereof, amending the By-Laws, and
such other matters which might properly come before the entire membership shall be conducted by a
Board of Directors. The Board of Directors may conduct its business in person or, if the President
determines that meeting in person is not practical or necessary, the Board may meet via telephone or other
form of electronic communication.
Section 2. The Board of Directors shall consist of nineteen (19) members: three (3) from the Association of County
Mayors of Tennessee three (3) from the Tennessee County Highway Officials Association; three (3)
from the Tennessee County Commissioners Association; the Presidents of each of the member
organizations; the President and the two Vice Presidents of the Tennessee County Services
Association; and in addition thereto, the chief executive elected officials of the four (4) metropolitan
counties, to-wit, Shelby, Davidson, Hamilton, and Knox. In the event any such chief elected official cannot
attend any given meeting of the Board of Directors, he or she may designate one (1) alternate to attend
in his or her stead and to represent him or her at such Board of Directors meeting, such alternate to be
either the chief representative of the highway department of said county, or a representative of the
county governing body of said county, or said chief executive elected official's regular full time
administrative assistant, or any officer who serves full time in an executive capacity in said county, said
alternate to serve during the term of the chief executive elected official. The term of said members of the
Board of Directors, with the exception of the four (4) representatives of the metropolitan counties shall be
three (3) years each on a staggered basis, as was originally provided by these By-Laws and adopted at
the annual meeting in October, 1975. No such director shall be eligible for immediate re-election as a
director after having served a full three (3) year term.The terms of the chief executive elected officials of
the four (4) metropolitan counties shall be coterminous with their terms of office.
Section 3. In case of vacancy on the Board of Directors of the Tennessee County Services Association,
an election shall be held at the next meeting of the Association after the vacancy occurs to fill the
unexpired term of the member creating such vacancy on the Board of Directors.
In the event any director is elected as an officer of the Tennessee County Services Association
or as President of his or her member organization, such election shall create a vacancy in the
office of director for said member organization, and that organization shall elect another member to fill
the unexpired term as director of the Tennessee County Services Association.
Section 4. The President of the Tennessee County Services Association shall be the Chairman of the Board of
Directors.
Section 5. The Board of Directors shall meet at least twice each year, one of which meetings shall be held
immediately prior to the annual meeting, and such other meetings as may be called by the
President of the Association or by a majority of the Board.
Section 6. For the purpose of acting on any business before the Board of Directors, a majority of the Board
shall constitute a quorum. A majority of those present and voting shall be required to take action on
any matter before the board. Unless the Board of Directors adopts a different set of Rules of
of Procedures, meetings of the Board shall be conducted according to the most recent
edition of Roberts Rules of Order.
Article VI - EXECUTIVE DIRECTOR
Section 1. The Board of Directors of the Tennessee County Services Association may employ an Executive
Director for the Association. The Executive Director shall keep minutes of all proceedings of the
Board of Directors and of business meetings of the entire membership, and shall perform such
other duties as the Board of Directors may prescribe.
Section 2. The Executive Director shall serve as a liaison to the General Assembly and the State
Administration on behalf of the members of the Association and shall coordinate all legislative
lobbying activities of the Association's staff and contractors.
Section 3. The Executive Director shall prepare and present an annual budget to the Board of Directors for
their approval and shall employ and fix the salaries of other individuals as are necessary to the
operation of the Tennessee County Services Association, subject to the approval of the Board
of Directors, and within budgetary limitations.
Section 4. All funds received by or on behalf of the Association shall be deposited by the Executive Director
in a bank and/or a savings and loan association prescribed by the Board of Directors to the
account of the Tennessee County Services Association. The Executive Director shall pay all
salaries and expenses necessary to the operation of the Tennessee County Services Association.
Section 5. The Executive Director shall be bonded or insured in an amount to be determined by the Board
of the Directors, to protect the association against misfeasance or malfeasance.
Article VII - COMMITTEES
Section 1. There shall be established an Executive Committee to be compromised of the president and the First
and Second Vice Presidents of the Association to act for the Board in matters in which their judgement
cannot be delayed or which do not justify calling a meeting of the Board. The Executive Committee shall
meet on the call of the President or the Executive Director and is authorized to transact in business by
telephone conference call or other form of electronic communication. The Secretary shall record minutes
of all actions of the Executive Committee and shall properly distribute copies to all Directors.
Section 2. There shall be established a Nominating Committee to be appointed annually by the President of the
Association. The committee shall consist of three members, one to represent each of the affiliate
associations. In appointing the committee, the President shall ensure that one member comes from each
of the three Grand Divisions of the State. The Committee shall meet to determine a proposed slate of
officers to be submitted to the general membership at the Annual Conference. Nominees may be any
member of the association in good standing. Initial terms or appointments of members of the Board of
Directors may be adjusted to ensure staggering on rotation when, in the discretion of the Board of Directors,
is necessary. The Nominating Committee shall make recommendations for said adjustments and
appointments at the next meeting of the Board of Directors after the need is identified.
Article VIII - MEETINGS
There shall be an annual meeting of this Association to be held in the fall of the year at such place and on
such dates as the Board of Directors shall designate, and such other meetings as may be called by the
President or by a majority of the Board of Directors, such call to be initiated by written notice to the
Executive Director, designating the purpose, place, date and time of the meeting to be held, and the
Executive Director, or, in the event of the Executive Director's absence or incapacity the President shall
forthwith notify the members of the Association of the meeting and the contents of the call.
Article IX - FISCAL YEAR AND ANNUAL AUDIT
The Association shall operate on a fiscal year running from July 1 to June 30. The Board of Directors
of the Tennessee County Services Association shall provide for an annual audit of the Association's
finances. Copies of the audit report will be distributed to each member of the Board of Directors and
to any member of the Association upon his or her request. Copies of the report shall be made
available to the membership at its annual meeting.
Article X - AFFILIATIONS (Old Article V)
The Association, its officers and members, collectively and individually, may participate in and
affiliate with, individually or as a component part of this Association, any other organization having
similar purposes or ideals, and the officers and Board of Directors of this Association shall have
power to contribute to and aid such other Organizations in the furtherance of joint purposes.
Article XI - HEADQUARTERS
The Headquarters of the offices of this Association shall be in Nashville, Tennessee.
Article XII - AMENDMENTS
These By-Laws may be amended or repealed by the membership at its annual meeting or at such
other meetings of the membership as may be duly called by the Board of Directors for such purpose.
Provided, however, before any such amendment or repeal may be considered notice in writing of
any proposed changes must be given at least two weeks prior to the meeting at which they are to be
voted upon. Such notices shall be given to the Executive Director of the Association who shall
immediately transmit the copies thereof to the officers and members of the Board of Directors, and
the same shall be considered by the Board at a meeting held prior to the membership meeting.
A majority of all members attending and entitled to vote at the membership meeting will be required
to effect any proposed changes in these By-Laws.