BYLAWS

SOUTHERN INDEPENDENCE ASSOCIATION

GOODLETTSVILLE, TENNESSEE

Originally Adopted: November 1, 2023

Revised: January 28, 2026

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ARTICLE I. NAME AND PURPOSE

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Section 1. Name

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Southern Independence Association (SIA) shall be the name of this organization. It shall be incorporated under the laws of the State of Tennessee.

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Section 2. Purpose (Mission Statement)

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SIA is incorporated for political, historical preservation, and educational purposes. The purpose of the organization is:

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A. To work with local and State governments with the goal of reestablishing state sovereignty as stipulated in the United States Constitution.

B. To protect, defend, and preserve Confederate historical sites, cemeteries, graves, monuments, statues, and markers.

C. To educate children on Confederate history, Southern culture, and Christian values.

Section 3. Non-Discrimination Policy

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Pursuant to all Federal laws and the laws of the State of Tennessee, the Southern Independence Association shall not deny membership and/or make decisions on the basis of age, gender, disability, ethnic identity, religion, or creed.

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ARTICLE II. MEMBERSHIP

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Membership categories shall include Annual Adult Member, Annual Junior Member, Lifetime Member, and Honorary Member.

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ARTICLE III. BOARD OF DIRECTORS

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Section 1. Powers and Duties of the Board

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The Board of Directors shall manage the business, property, and affairs of the organization and may exercise and delegate any and all powers of the organization as it sees fit, subject only to restrictions imposed by statute, the Articles of Incorporation, and these Bylaws. The Board shall establish corporate and administrative policies; authorize operational goals and objectives; emphasize overall corporate planning; authorize agreements and contracts; adopt the budget; approve committee appointments; provide for the maintenance of headquarters; employ, direct, and discharge administrative personnel; authorize meetings; review committee reports; and determine action to be taken. Board members shall actively participate in community outreach, fundraising, event planning, and campaign efforts.

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Section 2. Number of Directors and Compensation

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The Board shall have up to twelve members but not fewer than four. Board members shall receive no compensation other than reimbursement for reasonable expenses.

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Section 3. Chairman of the Board

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The Chairman of the Board shall be elected by the general membership for a term of two (2) years. Elections shall be held on the first Tuesday of April in odd-numbered years. The Chairman shall preside over all meetings of the Board of Directors and general membership. In the event of a tie vote of the Directors, the Chairman shall cast the deciding vote. Otherwise, the Chairman shall not vote.

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Section 3.1. Executive Authority of the Chairman

The Chairman of the Board, being the only officer elected directly by the general membership, is authorized to take executive action on behalf of the organization between regular meetings of the Board of Directors when time-sensitive matters require immediate attention. Such actions shall be limited to carrying out existing organizational policies, protecting the legal, financial, operational, and public interests of the Southern Independence Association, and executing decisions previously approved in principle by the Board of Directors.

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The Chairman shall provide notice to the Board of Directors of any such executive action within a reasonable time and no later than the next scheduled Board meeting. All executive actions taken by the Chairman shall remain subject to review, modification, or ratification by the Board of Directors.

The Chairman may issue temporary directives to officers, committees, or administrative personnel as necessary to implement authorized executive actions.

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Section 4. Board of Directors

Board members shall be elected by the Board and shall serve until resignation or removal. New Directors shall be elected or removed by a majority vote of Directors present at a meeting provided a quorum is present. Directors elected shall serve beginning immediately upon election.

 

Section 5. Quorum

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A quorum shall consist of a simple majority (51%) of the Board of Directors. A quorum must be present to conduct business.

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Section 6. Meetings

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Regular meetings of the Board of Directors shall be held as determined by the Board. Special meetings may be held upon twenty-four (24) hours notice, oral or written, by the Chairman, Secretary, Treasurer, or by three members of the Board of Directors.

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Section 7. Notice of Meetings

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Written notice stating the place, date, and hour of any regular meeting shall be delivered personally, electronically, or by mail to each Director at least ten (10) days prior to the meeting.

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Section 8. Electronic Meetings

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Members of the Board or committees may participate by conference telephone or similar communications equipment whereby all participants can communicate simultaneously. Participation shall constitute presence.

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Section 9. Resignations, Termination, and Absences

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Resignation from the Board must be submitted in writing to the Chairman or Secretary. Board members may be excused from attendance with prior notification to the Chairman. Board members shall be terminated for excess absences defined as more than two unexcused absences in a calendar year. A Board member may be removed for other reasons by a three-fourths vote of remaining Directors.

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Section 10. Vacancies

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Vacancies may be filled by appointment of the Chairman with approval by a two-thirds vote of the Board of Directors. Appointments shall be for the unexpired term. Partial term service shall not count toward term limits.

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ARTICLE IV. OFFICERS

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Section 1. General

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The Officers of this Corporation shall consist of Chairman, Secretary, and Treasurer. All officers shall be members of the Board of Directors.

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Section 2. Election and Terms of Office

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Officers shall be elected by the Board of Directors for one-year terms with no more than two consecutive terms in the same office, except for the Chairman who is elected by the general membership for a two-year term. No person may hold more than one office simultaneously.

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Section 3. Resignation and Removal

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Any officer may be removed by two-thirds vote of the Board of Directors when deemed in the best interest of the organization. Officers may resign by submitting written notice to the Chairman or Secretary.

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Section 4. Vacancies

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Vacancies in officer positions shall be filled by the Board of Directors.

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Section 5. Duties and Responsibilities of Officers

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Chairman

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Presides over meetings, serves as chief executive representative of the organization, exercises authority granted by these Bylaws, and oversees organizational direction.

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Secretary

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Maintains records, meeting minutes, official correspondence, and notices.

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Treasurer

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Custodian of funds, manages financial reporting, chairs Finance Committee, oversees disbursements, and maintains audit readiness.

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ARTICLE V. COMMITTEES

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Section 1. Committee Formation

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The Board may establish committees as necessary. Committee chairs shall be appointed by the Chairman.

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Section 2. Executive Committee

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Officers of the Corporation shall comprise the Executive Committee. Except for bylaw amendments, the Executive Committee may exercise Board authority between meetings subject to Board oversight.

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Section 3. Finance Committee

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The Treasurer shall chair the Finance Committee which oversees fiscal procedures and budgeting. Board approval is required for budget adoption and major modifications.

  

Section 3.1. Audit Task Force

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The Finance Committee shall appoint an annual Audit Task Force chaired by a Board member not serving on the Finance Committee.

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Section 4. Strategic Planning Committee

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Chaired by an appointee of the Chairman and responsible for monitoring strategic initiatives.

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Section 5. Nominating Committee

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Chaired by a Board member appointed by the Chairman. Members may not be officer candidates. Responsible for preparing officer and director slates.

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ARTICLE VI. EXECUTION OF DOCUMENTS

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Section 1. Documents and Obligations

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Policies governing documents and financial obligations shall be established and reviewed annually by the Board.

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ARTICLE VII. PARLIAMENTARY AUTHORITY

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Section 1. Fiscal Year

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The fiscal year shall be January 1 through December 31.

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Section 2. Parliamentary Authority

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The most recent edition of Robert’s Rules of Order shall govern proceedings.

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ARTICLE VIII. INDEMNIFICATION

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Section 1. General

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The Corporation shall indemnify directors, officers, employees, and agents as permitted by law.

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Section 2. Limitation of Liability

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Volunteers and employees shall be protected from personal liability except in cases of misconduct, criminal action, personal gain, or actions outside authorized scope.

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ARTICLE IX. AMENDMENTS

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Section 1. Amendments

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The Governance Committee shall review bylaws annually. Amendments require two-thirds vote of the Board of Directors with two weeks notice.

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OWNER AMENDMENT CERTIFICATION

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These Bylaws were amended by the Registered Owner of the Corporation pursuant to ownership authority and administrative governance authority.

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Date: January 28, 2026

Melinda Esposito Hergert

Registered Owner

Southern Independence Association