AMENDED BYLAWS OF S.O.L.I.D.
2006

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These Bylaws shall regulate the affairs of the Corporation, subject to the provisions of the Corporations Charter and any applicable provisions of the Tennessee Nonprofit Corporation Act, T.C.A. § 48-51-101, et seq. (the Act).

SECTION 1
OFFICES AND REGISTERED AGENT/PURPOSE

Section 1.01. Registered Office. The Corporation shall designate and continuously maintain a registered office in the State of Tennessee.

Section 1.02. Principal Office. The principal office of the Corporation shall be that which is designated as such in its Charter.

Section 1.03. Other Offices. The Corporation may also have other offices within and without the State of Tennessee at such places as the Board of Directors may from time to time determine.

Section 1.04. Registered Agent. The Corporation shall designate and continuously maintain a registered agent in the State of Tennessee at its registered office.

Section 1.05 Purpose. The purpose of the Corporation shall be to improve the future of the music industry by strengthening its professional relationships and educating its future executives while serving the community.

SECTION 2
MEMBERS

Section 2.01. Admission of Members. Any person may be considered for admission as a member of the Corporation by the Board of Directors, provided such person is interested in the furtherance of the purposes of the Corporation, and meets the following qualifications: Members shall have been employed on a full-time basis for a period of one (1) year or more in the entertainment industry. The number of members in the Corporation shall be determined by the Board of Directors from time to time. The term of membership shall be one (1) calendar year. The maximum number of terms that can be served shall be determined by the Board of Directors from time to time.

Section 2.02. Rights and Obligations. Each member shall have, and be entitled to, one (1) vote and shall have the same rights and obligations with respect to voting, dissolution, redemption, transfer and all other matters as all other members.

Section 2.03. Fees, Dues and Assessments. The Board of Directors may establish membership fees to be paid by persons as a condition to being admitted as members and may also set from time to time dues, assessments and other fees to be paid by the members periodically. The resignation, expulsion or suspension of a member, or termination of his or her membership, does not relieve the member from any obligations that the member may have to the Corporation.

Section 2.04 Application for Membership. Application for membership shall be made in writing to the Board of Directors in such form as the Board of Directors may establish from time to time and shall contain a subscribed statement that the applicant accepts and agrees to be bound by the Charter and Bylaws of the Corporation.

Section 2.05. Approval of Applications. The President shall receive and process applications for membership in the Corporation. An officer appointed by the Board of Directors shall periodically, but no less frequently than annually, cause a list of the names, business affiliations and membership classification and category, if applicable, of each new member to be sent by mail or otherwise to each member of the Board of Directors. Every applicant’s name and application information will be submitted to the Membership Committee for a recommendation to the Board of Directors as to approval or disapproval of such application, based upon the qualifications of the applicant and number of membership positions then unoccupied. An affirmative vote of two-thirds (2/3) of the Directors present at a meeting when a quorum is present shall be necessary to approve such an applicant membership in the Corporation. Such approval may also be made by two-thirds (2/3) of the Corporation’s elected Board of Directors by separate individual written ballot.

Section 2.06. Resignation. A member may resign at any time by delivering to the Secretary of the Corporation a written notice of such resignation signed by the member, which shall be included in the minutes or corporate records. A resignation shall not be effective before the date and time the Secretary actually receives written notice of it. A person’s membership shall be terminated upon his or her death.

Section 2.07. Expulsion or Suspension. A member may be expelled or suspended by the Board of Directors, but notice and an opportunity to be heard shall first be given to the member as set forth below, and the expulsion or suspension procedure shall be fair, reasonable and carried out in good faith:
(a) The member shall be given not less than fifteen (15) working days prior written notice of the expulsion or suspension, and the reason(s) therefor; and
(b) The member must be given the opportunity to be heard, orally or in writing, by the Board of Directors not less than five (5) days before the effective date of the expulsion or suspension.

For purposes of this Section 2.07 only, any written notice given by mail shall be sent postage prepaid by first class United States mail or by certified United States mail, return receipt requested, and sent to the last address of the member shown on the Corporation’s records.

Section 2.08. Transfers and Encumbrances. No member shall transfer, by operation of law or otherwise, or encumber in any way his or her membership or any right arising therefrom.

Section 2.09. Place. All meetings of the members of the Corporation shall be held at the principal office of the Corporation, or at such other place as may be fixed by the Board of Directors.

Section 2.10. Annual and Quarterly Meetings. The annual meeting of the members of the Corporation shall be held at 6:15 p.m. on the second Tuesday in October, and the quarterly meetings of the members of the Corporation shall be held at 6:15 p.m. on the second Tuesday of the remaining three quarters of each and every year, if not a legal holiday, and if a legal holiday, then on the next succeeding business day, not a legal holiday. The Board of Directors may, however, by resolution, fix the date of the annual meeting or a quarterly meeting on any day within the period of sixty (60) days next succeeding the foregoing date. Attendance at all meetings of the members of the Corporation shall be mandatory except for good cause. At the annual meeting, the members shall receive reports on the activities and financial condition of the Corporation, and transact such other business as may properly come before the meeting.

Section 2.11. Special Meetings. The Corporation shall hold a special meeting of its members upon the call of the Board of Directors or the President, or upon the written demand(s) to the Secretary by members holding fifty percent (50%) percent of all votes entitled to be cast on any issue to be considered at the proposed special meeting. Any call or demand for a special meeting shall describe the purpose(s) for which the special meeting is to be held. Only business within the purpose(s) described in the meeting notice for the special meeting may be conducted at such meeting.

Section 2.12. Notice of Meetings. The Corporation shall notify its members of the date, time and place of each annual and special meeting of members no fewer than ten (10), nor more than forty-five (45), days before the meeting date. The notice of a meeting shall also contain such other information that may be required by these Bylaws.

Section 2.13. Waiver of Notice. A member’s attendance at a meeting:
(a) Waives objection to lack of notice or defective notice of the meeting unless the member at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting; and
(b) Waives objection to consideration of a particular matter at the meeting that is not within the purpose(s) described in the meeting notice, unless the member objects to considering the matter when it is presented.

Section 2.14. Quorum. Unless otherwise required by law, two-thirds (2/3) of the votes entitled to be cast on a matter must be represented at any meeting of the members to constitute a quorum on that matter. If, however, such quorum is not represented at any such meeting, the members present at the meeting in person or represented by proxy shall have the power to adjourn from time to time without notice other than announcement at the meeting, until the requisite quorum is present or represented, when any business may be transacted that might have been transacted at the meeting as provided in the original notice.

Section 2.15. Voting Requirements. Except as otherwise provided in these Bylaws, the Charter or the Act, action on any matter voted upon at a meeting of the members is approved, if a quorum exists, by the affirmative vote of two-thirds (2/3) of the members present.

Section 2.16. Action by Written Consent. Action that is required or permitted to be taken at a meeting of the members may be taken without such a meeting if all members entitled to vote on the action consent to taking such action without a meeting. If all of such members so consent, the affirmative vote of the number of votes that would be necessary to authorize or take such action at a meeting shall be the act of the members, except as otherwise provided in these Bylaws. Such consent (or counterpart(s) thereof) shall describe the action taken, be in writing, be signed by each member entitled to vote on the action, indicate each signing members vote or abstention on the action, and be delivered to the Secretary of the Corporation and included in the minutes or corporate records.

Section 2.17. Action by Written Ballot. Any action that may be taken at any annual or special meeting of members may be taken without a meeting if the Corporation delivers a written ballot to every member entitled to vote on the matter. The written ballot shall set forth each proposed action and shall provide an opportunity to vote for or against each proposed action. Approval by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. All solicitations for votes by written ballot shall:
(a) Indicate the number of responses needed to meet the quorum requirements;
(b) State the percentage of approvals necessary to approve each matter; and
(c) Specify the time by which the ballot must be received by the Corporation in order to be counted.

 

SECTION 3
BOARD OF DIRECTORS

Section 3.01. General Powers and Qualifications. All corporate powers of the Corporation shall be exercised by and under the authority of, and the affairs of the Corporation shall be managed under the direction of, the Board of Directors. All Directors must be natural persons and shall be at least eighteen (18) years of age.

Section 3.02. Number of Directors. The Board of Directors shall be comprised of eleven (11) Director(s), but these Bylaws may be amended from time to time by the members or by the Board of Directors to increase or decrease the number of Directors within the limits provided by law, although at no time shall there be fewer than three (3) Directors.

Section 3.03. Election and Tenure. Directors shall be elected by the affirmative vote of two-thirds (2/3) of the Directors present at a meeting of the Board of Directors held for that purpose at which a quorum is present, upon the nominations of the outgoing Director whose vacancy on the Board of Directors is to be filled. Each Director shall be elected to serve for a term of one (1) year or until his or her successor has been elected and qualified (the maximum number of terms that can be served to be determined by the Board of Directors from time to time). The then-President of the Alumni Board shall also be a Director.

Section 3.04. Regular Meetings. Except as otherwise provided herein, regular meetings of the Board of Directors may be held without notice at such time and place as the Board of Directors shall determine from time to time, but no less frequently than once a month (unless cancelled by resolution of the Board of Directors).

Section 3.05. Special Meetings. Special meetings of the Board of Directors may be called by the President or by any two (2) Directors.

Section 3.06. Notice of Meetings. Except as otherwise provided herein, regular meetings of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting. Except as otherwise provided herein, special meetings of the Board of Directors must be preceded by at least two (2) days notice to each Director of the date, time and place, and the purpose, of such special meeting. Notice of any adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed one (1) month in any one (1) adjournment. Any member may submit a matter to be considered by the Board of Directors at its next meeting upon written notice given to any officer of the Corporation and transmitted to Board of Directors at least ten (10) days prior to such meeting.

Section 3.07. Waiver of Notice. If a Director attends or participates in a meeting, he or she waives any required notice to him or her of the meeting unless the Director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 3.08. Quorum and Voting. A quorum of the Board of Directors consists of two-thirds (2/3) of the Directors then in office before a meeting begins. If a quorum is present when a vote is taken, the affirmative vote of a two-thirds (2/3) of the Directors present is the act of the Board of Directors, unless these Bylaws, the Charter, or the Act require the vote of a greater number of Directors.

Section 3.09. Vacancy. If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of Directors or a vacancy resulting from a removal of a Director with or without cause:
(a) The Board of Directors may fill the vacancy; or
(b) If the Directors remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all Directors remaining in office.

Section 3.10. Removal of Directors. The Board of Directors may remove any one (1) or more Directors, with or without cause, at any regular meeting or at any special meeting that is specifically called for that purpose.

Section 3.11. Action Without Meeting. Action that is required or permitted to be taken at a meeting of the Board of Directors may be taken without such a meeting if all Directors consent to taking such action without a meeting. If all Directors so consent, the affirmative vote of the number of Directors that would be necessary to authorize or take such action at a meeting shall be the act of the Board, except as otherwise provided in these Bylaws. Such consent(s) shall describe the action taken, be in writing, be signed by each Director entitled to vote, indicate each signing Directors vote or abstention on the action, and be delivered to the Secretary of the Corporation and included in the minutes filed with the corporate records.

Section 3.12. Immunity. To the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended, each present and future Director (and his or her estate, heirs, and personal representatives) shall be immune from suit arising from the conduct of the affairs of the Corporation.

Section 3.13 Executive Committee and Other Committees. The Board of Directors may create from time to time by resolution or otherwise an Executive Committee and/or other committees. Each Executive Committee created and appointed shall consist of at least one (1) member of the Board of Directors and such other natural persons at least eighteen (18) years of age, who shall serve at the pleasure of the Board of Directors. The creation of an Executive Committee and/or any other committee and the appointment of persons thereto must be approved by two-thirds (2/3) of all of the Directors then in office when the action is taken. At the regular monthly meeting of the Board of Directors held in August, individuals shall be nominated to serve as Chairs of such committees for the following calendar year. Nominees shall be elected at that meeting by two-thirds (2/3) vote of the Directors present, provided a quorum exists (the “Committee Chairs,” or until taking office “Committee Chair-elects”). Such Executive Committee shall have full authority to transact all business and affairs that it is expressly appointed to undertake by the Board of Directors, and such permitted actions shall have the same effect as if taken by the full board of Directors, except that such Executive Committee may not: (i) adopt, amend or repeal the Chart or Bylaws of the Corporation; (ii) approve or recommend to members the dissolution or merger of the Corporation or the sale, pledge or transfer all or substantially all of its assets; (iii) authorize distributions; (iv) elect, appoint or remove Directors or fill vacancies on the Board of Directors or any of its committees; or (v) if the Executive Committee includes any person who is not a Director, authorize, approve or ratify any conflict of interest transaction pursuant to T.C.A. § 48-58-302. If the President of the Corporation is a member of the Executive Committee, then the President shall be the presiding officer of the Committee. Any other committee created and appointed by the Board of Directors shall have such lawfully delegable powers and duties as conferred upon it by the Board as set forth in the resolution(s) or other action(s) creating and appointing it.

SECTION 4
OFFICERS

Section 4.01. Required Officers. The officers of the Corporation shall be a President, a Vice President, a Secretary, a Treasurer and such other officers as may from time to time be elected or appointed by the Board of Directors. Except for the offices of President and Secretary, the same individual may simultaneously hold more than one (1) office in the Corporation. Any officer must be a Director. An officer shall not be permitted to serve as chairperson of any Executive Committee during his tenure as an officer.

Section 4.02. Election. At the regular monthly meeting of the Board of Directors in September, the Board of Directors, along with the Committee Chair-elects, shall nominate individuals for the officer positions that will commence service at the beginning of the next calendar year. Nominees for all officer positions must have at least one (1) year of service on the Board of Directors (either as a Chair, Vice-Chair or officer) before being nominated. At the regular monthly meeting of the Board of Directors in October, with new Committee Chair-elects in attendance, officer nominees shall be introduced (and elected) in the following order: Treasurer, Secretary, Vice-President, and President. Once an individual is nominated and introduced, such nominee shall leave the room. After all nominees for a particular office leave the room, the remaining Board members and Committee Chair-elects shall have open discussion regarding the nominees. Once discussion has ended, the nominees will be invited back to the room and a vote by ballot shall be conducted. The nominee receiving at least two-thirds (2/3) of the votes of the Board members and Committee Chair-elects present, collectively, shall be presented to the members of the Corporation for confirmation. Such nominees shall be elected upon confirmation by the members of the Corporation at the annual meeting. If a nominee for an officer position is not so confirmed, the Board of Directors and the members of the Corporation shall repeat the process in special meetings held as expeditiously as is practicable, until a nominee is confirmed.

Section 4.03. Term of Office. The officers of the Corporation shall hold office for one (1) year from the first day of January after being elected or until their successors are chosen and qualify in their stead, subject, however, to the right and authority of the Board of Directors to remove any officer at any time with or without cause. An individual may serve a maximum of two (2) terms for any particular office.

Section 4.04. Powers and Duties of Officers. The powers and duties of the officers of the Corporation shall be as follows:

(a) President. The President shall be the Chief Executive Officer of the Corporation, shall have general and active management of the Corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect, subject, however, to the right of the Board of Directors to delegate any specific powers, unless exclusively conferred upon the President by law, to any other officer(s) of the Corporation. The President shall also report on the activities and financial condition of the Corporation at all annual meetings of the members.

(b) Vice President. The Vice President shall have such powers and perform such duties as may be assigned to him or her by the Board of Directors or the President. In the absence or disability of the President, the Vice President shall perform the duties and exercise the powers of the President. The Vice President may sign and execute contracts and other obligations pertaining to the regular course of his or her duties.
(c) Secretary. The Secretary shall attend all meetings of the Board of Directors and of the members of the Corporation and shall be responsible for preparing the minutes of such meetings. The Secretary shall provide copies of all minutes from the meetings of the Board of Directors to the President of the Alumni Board. The Secretary shall be responsible for the care and custody of the minute book of the Corporation and for authenticating records of the Corporation. It shall be his or her duty to give or cause to be given notice of all meetings of the members and of the Board of Directors. The Secretary shall also perform such other duties as may be assigned to him or her by the Board of Directors or by the President, under whose supervision he or she shall act. In the event the Secretary is absent for some reason from any meeting where minutes are to be prepared or is otherwise unable to take such minutes, the presiding officer of such meeting shall appoint another person, subject to the approval of those present and entitled to vote at such meeting, to take the minutes thereof.

(d) Treasurer. The Treasurer shall have custody of the Corporation funds and securities, shall keep full and accurate account of receipts and disbursements in the appropriate Corporation books, and shall require the deposit of all monies and other valuable assets in the name of and to the credit of the Corporation in such financial institutions as may be designated by the Board of Directors. The Treasurer shall require disbursement of the funds of the Corporation as may be ordered by the Board of Directors, and shall render to the President and the Board of Directors, at any time they may require, an account of his or her transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall also report on the activities and financial condition of the Corporation at all annual meetings of the members.

Section 4.05. Removal. The Board of Directors may remove any officer at any time with or without cause by the affirmative vote of two-thirds (2/3) of the Directors present at a meeting when a quorum is present.

Section 4.06. Vacancies. Any vacancies occurring in the offices of the President, Vice President, Secretary or Treasurer shall be filled by the Board of Directors as soon as practicable by the previously stated election process. Vacancies in other offices may be filled at the discretion of the Board of Directors.

Section 4.07. Delegation of Powers and Duties. In case of the absence of any officer of the Corporation, or for any reason that the Board of Directors may deem sufficient, the Board of Directors may delegate the powers of such officer to any other officer or to any Director for the time being.

SECTION 5
RECORDS AND REPORTS

Section 5.01. Corporate Records. The Corporation shall keep as permanent records minutes of all meetings of its members and Board of Directors, a record of all actions taken by the members or Board of Directors without a meeting, appropriate accounting records, and a list of its members in alphabetical order by class showing their respective addresses and the number of votes each member is entitled to vote.

Section 5.02. Records at Principal Office. The Corporation shall keep at all times a copy of the following records at its principal office:
(a) Its Charter or Restated Charter and all amendments thereto;
(b) These Bylaws and all amendments thereto;
(c) Resolutions adopted by the Board of Directors relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members;
(d) The minutes of all meetings of members and the records of all actions taken by members without a meeting for the past three (3) years;
(e) All written communications to members generally within the past three (3) years, including the past three (3) years annual financial statements;
(f) A list of the names and business or home addresses of its current Directors and officers; and
(g) The most recent annual report delivered to the Tennessee Secretary of State.

Section 5.03. Annual Financial Statements. The Corporation shall prepare annual financial statements that include a balance sheet as of the end of the fiscal year, an income statement for that year, and such other information necessary to comply with the requirements of the applicable provisions of the Act.

SECTION 6
MISCELLANEOUS PROVISIONS

Section 6.01. Fiscal Year. The fiscal year of the Corporation shall be January 1 through December 31 of the calendar year, unless otherwise fixed by resolution of the Board of Directors.

Section 6.02. No Seal. The Corporation shall have no seal.

Section 6.03. Notices. Whenever notice is required to be given to members, Directors or officers, unless otherwise provided by law, the Charter or these Bylaws, such notice may be given in person, teletype or other form of wire or wireless communication, or by telephone, telegraph, mail or private carrier. If such notice is given by mail, it shall be sent postage prepaid by first class United States mail or by registered or certified United States mail, return receipt requested, and addressed to the respective address that appears for each such person on the books of the Corporation. Written notice sent by mail to members shall be deemed to have been given when it is mailed. Any other written notice shall be deemed to have been given at the earliest of the following:
(a) When received;
(b) Five (5) days after its deposit in the United States mail if sent first class, postage prepaid; or
(c) On the date on the return receipt, if sent by registered or certified United States mail, return receipt requested, postage prepaid, and the receipt is signed by or on behalf of the addressee.

Section 6.04. Waiver of Notice. Whenever any notice is required to be given under the provisions of any statute, or of the Charter or these Bylaws, a waiver thereof in writing signed by the person entitled to such notice, whether before or after the date stated thereon, and delivered to the Secretary of the Corporation and included in the minutes or corporate records, shall be deemed equivalent thereto.

Section 6.05. Negotiable Instruments. All checks, drafts, notes or other obligations of the Corporation shall be signed by such of the officers of the Corporation, or by such other person(s), as may be authorized by the Board of Directors.

Section 6.06. Deposits. The monies of the Corporation may be deposited in the name of the Corporation in such bank(s) or financial institution(s) as the Board of Directors shall designate from time to time and shall be drawn out by check signed by the officer(s) or person(s) designated by resolution adopted by the Board of Directors.

 

SECTION 7
AMENDMENT OF BYLAWS

At any regular or special meeting of the Board of Directors where a quorum is present, by a two-thirds (2/3) vote of the Board of Directors then in office, the Board of Directors may propose an amendment to the Bylaws. The Advisory Council has sixty (60) days from the presentation of the proposed amendment to the Bylaws by the Board of Directors to the Advisory Council to veto such amendment. The Advisory Council may veto an amendment to the Bylaws only by unanimous vote. Should a proposed amendment to the Bylaws not be so vetoed by the Advisory Council, a two-thirds (2/3) vote of the members of the Corporation shall cause the Bylaws to be so amended. All notices for a special meeting to, among other things, vote on an amendment to the Bylaws must be accompanied by a copy of the proposed amendment.

SECTION 8
SUSPENSION OF BYLAWS

At any regular or special meeting of the Board of Directors where a quorum is present, by a two-thirds (2/3) vote of the Directors then in office, one or more requirements of the Bylaws may be suspended for a stated period of time, provided that no requirement of the Bylaws may be suspended for more than one (1) year. The Advisory Council has forty-eight (48) hours from the presentation of the requirements of the Bylaws proposed to be suspended by the Board of Directors to the Advisory Council to veto any such suspension by a two-thirds (2/3) vote. All notices for a special meeting to, among other things, suspend one or more requirements of the Bylaws must be accompanied by a copy of the requirements of the Bylaws proposed to be suspended.

SECTION 9
ADVISORY COUNCIL

Section 9.01. General Powers and Qualifications. The Advisory Council shall advise and counsel the Board of Directors as to the maintenance of the organization’s mission and vision. The Advisory Council shall have those other powers as set forth in the Bylaws. All advisors must be natural persons and shall be at least eighteen (18) years of age.

Section 9.02. Number of advisors. The Advisory Council shall be comprised of the thirteen (13) original members of the Corporation. At no time shall there be fewer than seven (7) advisors.

Section 9.03. Tenure/Removal. Advisors shall serve on the Advisory Council until resignation, death, or removal by unanimous vote, with or without cause, of the Advisory Council (excluding the vote of the member in question).

Section 9.04. Vacancy. Should the number of advisors fall below seven (7), the first person to serve as president the Corporation (if such person is living and not already on the Advisory Council) shall be asked to serve on the Advisory Council. Should such ex-president not desire to serve on the Advisory Council, such ex-president’s successor shall be asked to serve (if such person is living and not already on the Advisory Council). Once all ex-presidents have been asked to serve, the Advisory Council shall fill any and all vacancies with a past member of the Board of Directors.

Section 9.05. Meetings. Except as otherwise provided herein, meetings of the Advisory Council shall be held upon notice from the President of the Corporation or upon the determination by one (1) of more advisors that a meeting shall be held. The President or such advisor(s), as applicable, shall notify all advisors of the date, time and place of the meeting no fewer than ten (10), nor more than forty-five (45), days before the meeting date. The notice of a meeting shall also contain such other information that may be required by these Bylaws.

Section 9.06. Waiver of Notice. An advisor’s attendance at a meeting:
(a) Waives objection to lack of notice or defective notice of the meeting unless the advisor at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting; and
(b) Waives objection to consideration of a particular matter at the meeting that is not within the purpose(s) described in the meeting notice, unless the advisor objects to considering the matter when it is presented.

Section 9.07. Quorum. Unless otherwise required by law, two-thirds (2/3) of the votes entitled to be cast on a matter must be represented at any meeting of the advisors to constitute a quorum on that matter. If, however, such quorum is not represented at any such meeting, the advisors present at the meeting in person or represented by proxy shall have the power to adjourn from time to time without notice other than announcement at the meeting, until the requisite quorum is present or represented, when any business may be transacted that might have been transacted at the meeting as provided in the original notice.

Section 9.08. Voting Requirements. Except as otherwise provided in these Bylaws, the Charter or the Act, action on any matter voted upon at a meeting of the advisors is approved, if a quorum exists, by the affirmative vote of two-thirds (2/3) of the advisors present.

Section 9.09. Action Without Meeting. Action that is required or permitted to be taken at a meeting of the Advisory Council may be taken without such a meeting if all advisors consent to taking such action without a meeting. If all advisors so consent, the affirmative vote of the number of advisors that would be necessary to authorize or take such action at a meeting shall be the act of the advisors, except as otherwise provided in these Bylaws. Such consent(s) shall describe the action taken, be in writing, be signed by each advisor entitled to vote, indicate each signing advisors vote or abstention on the action, and be delivered to the Secretary of the Corporation and included in the minutes filed with the corporate records.

Section 9.10. Immunity. To the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended, each present and future advisor (and his or her estate, heirs, and personal representatives) shall be immune from suit arising from the conduct of the affairs of the Corporation.

SECTION 10
ALUMNI BOARD

Section 10.01. General Powers and Qualifications. The Alumni Board shall coordinate alumni events, support the Corporation’s members, and continue to further the Corporation’s mission and values. The Alumni Board shall have those other powers set forth in the Bylaws. All alumni board members must be natural persons and shall be at least eighteen (18) years of age.

Section 10.02. Number of Alumni Board Members. The Alumni Board shall be comprised of three (3) alumni members of the Corporation, one (1) representative from the Advisory Council, and an exiting Director from the Corporation’s previous year Board of Directors. There shall be a total of five (5) members.

Section 10.03. President. The President of the Alumni Board and must be an alumni of the Corporation and must have served one (1) term on the Alumni Board.

Section 10.04. Election. During the month of September, the Alumni Board will hold a meeting to which the following are invited to attend: all current Alumni, all outgoing General Assembly members, and the Board of Directors. This meeting will have 3 purposes: 1. To thank those outgoing members for their participation in the General Membership of SOLID, 2. To define to those members what is expected of him/her as an Alumni, 3. hold nominations for the 3 seats on the Alumni Board. At the regular monthly meeting of the members of the Alumni Board in October, the then-current members of the Alumni Board shall elect the new President of the Alumni Board by the affirmative vote of two-thirds of the Alumni Board present at the meeting. At the same meeting, and after the election of the new President, the then-current members of the Alumni Board shall elect the other elected new members of the Alumni Board by the affirmative vote of two-thirds of the Alumni Board present at the meeting. The members of the Alumni Board for 2005 will be made up of volunteers, with the exception an exiting Director from the Corporation’s previous year Board of Directors and the Advisory Council representative. The exiting Director shall be elected at the regular monthly meeting of the Board of Directors in November by the affirmative vote of two-thirds of the Board members and Committee Chair-elects present. Nominees for this seat on the Alumni Board must be outgoing members of the Board of Directors who have completed at least two years as a member of the organization in order to be eligible.

Section 10.04. Term. With the exception of the Advisory Council representative, the members of the Alumni Board shall hold office for one (1) year from the first day of January after being elected or until their successors are chosen and qualify in their stead. An individual may serve as a member of the Alumni Board for a maximum of two (2) years. The Advisory Council representative shall hold office for two (2) years from the first day of January after being elected or until their successors are chosen and qualify in their stead. An individual from the Advisory Council may serve unlimited non-consecutive terms.

Section 10.06. Removal. The Board of Directors may remove any officer at any time with or without cause by the affirmative vote of two-thirds (2/3) of the Directors present at a meeting when a quorum is present.

Section 10.07. Vacancy. Should the number of members fall below five (5), the Alumni Board shall hold an election to fill such vacancies for the remainder of the term.

Section 10.08. Meetings. Except as otherwise provided herein, meetings of the Alumni Board shall be held upon notice from the President of the Corporation or upon the determination by one (1) of more members that a meeting shall be held. The President or such member(s), as applicable, shall notify all members of the date, time and place of the meeting no fewer than ten (10), nor more than forty-five (45), days before the meeting date. The notice of a meeting shall also contain such other information that may be required by these Bylaws.

Section 10.09. Waiver of Notice. A member’s attendance at a meeting:
(a) Waives objection to lack of notice or defective notice of the meeting unless the member at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting; and
(b) Waives objection to consideration of a particular matter at the meeting that is not within the purpose(s) described in the meeting notice, unless the member objects to considering the matter when it is presented.

Section 10.10. Quorum. Unless otherwise required by law, two-thirds (2/3) of the votes entitled to be cast on a matter must be represented at any meeting of the Alumni Board to constitute a quorum on that matter. If, however, such quorum is not represented at any such meeting, the members present at the meeting in person or represented by proxy shall have the power to adjourn from time to time without notice other than announcement at the meeting, until the requisite quorum is present or represented, when any business may be transacted that might have been transacted at the meeting as provided in the original notice.

Section 10.11. Voting Requirements. Except as otherwise provided in these Bylaws, the Charter or the Act, action on any matter voted upon at a meeting of the Alumni Board is approved, if a quorum exists, by the affirmative vote of two-thirds (2/3) of the members present.

Section 10.12. Action Without Meeting. Action that is required or permitted to be taken at a meeting of the Alumni Board may be taken without such a meeting if all members consent to taking such action without a meeting. If all members so consent, the affirmative vote of the number of members that would be necessary to authorize or take such action at a meeting shall be the act of the members, except as otherwise provided in these Bylaws. Such consent(s) shall describe the action taken, be in writing, be signed by each member entitled to vote, indicate each signing members’ vote or abstention on the action, and be delivered to the Secretary of the Corporation and included in the minutes filed with the corporate records.

Section 10.13. Immunity. To the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended, each present and future member (and his or her estate, heirs, and personal representatives) shall be immune from suit arising from the conduct of the affairs of the Corporation.