SMA Bylaws

Section 1.1: Name. The name of the organization is the South Main Association. The association is a 501(c)(3) tax-exempt nonprofit organization incorporated by the State of Tennessee. 
Section 1.2: Association Boundaries. The association boundaries are inclusive of the South Main Historic Arts District and extend to the south side of Dr. Martin Luther King Jr. Avenue, the north side of Crump Boulevard, the west side of Third Street and the shoreline of the Mississippi River. (See references below.) 
Section 1.3: Mission. The mission of the association is to provide a safe and vibrant neighborhood, strengthen the voice of the community, inspire growth and opportunities for its businesses, and give residents and merchants an outlet to express their views, all while preserving the district’s historic value. 
Section 2.1: Membership. Membership is not limited to association boundaries. There are three membership categories.
A.  Individual
B.  Household: Two family members or partners
C.  Business: Up to three employees of the business member
Section 2.2: Membership Dues. The board of directors sets the annual dues for each membership category. Dues are payable on the anniversary date of the member’s dues payment of the previous year. 
Section 2.3: Voting Rights. Membership dues must be current. 
A.  An individual membership is entitled to one vote.
B.  A household membership is entitled to two votes.
C.  A business membership is entitled to one vote. 
Section 2.4: Meetings and Voting. Membership meetings will be held at least once per quarter of the calendar year. The annual meeting for the election of officers and directors will be held in November of each year. Special meetings of the association may be called by the board. Meeting notices must be submitted electronically to the membership at least five days prior to a meeting. Agenda items requiring a membership vote must be included in the notice. Decisions will be determined by simple majority of members present. A quorum of 15 members is required. Voting will continue until a majority is achieved. Results will be announced at the conclusion of each vote. Decisions will take effect immediately. 
Section 3.1: Members of the board of directors include the officers and directors. 
Section 3.2: Officers. The officers are the president, vice president, immediate past president, secretary and treasurer. They constitute the executive committee. 
Section 3.3: Directors. Directors include a resident representative, arts representative, business representative and up to seven directors-at large. 
Section 3.4: Eligibility. The president and vice president must have a residence or business address within association boundaries. Up to three board members may live or work outside the boundaries. Board members’ dues must be current upon election and remain up to date during their terms.
Section 3.5: Terms. The vice president is elected for a term of three years, as he or she subsequently will serve as president and immediate past president.  All other board members are elected for one calendar year and may not serve more than four consecutive years with the exception of the immediate past president, who may serve a fifth year while fulfilling that office. A board member who has reached the term limit must sit out a year before returning to the board. If a board member is elected after June 1, the four-year term limit excludes that year. 
Section 3.6: Meetings and Notice. The board will meet at least quarterly. The president or any three board directors may call a meeting with five days’ electronic notice. Quorum will be half of the board members plus one. Decisions of the board will be determined by majority vote of members present at a meeting. A tie vote requires additional voting until a majority is achieved. Board meetings will be conducted following Robert’s Rules of Order. 
Section 3.7: Action without Meeting. The president may request an electronic vote of the board with 24 hours’ notice without calling a formal meeting if an issue requires immediate action. Quorum is required, with decisions determined by majority vote. Votes must be recorded in the minutes of the following meeting. 
Section 3.8: Elections. A slate of candidates for officers and directors will be presented to the members at the association’s annual meeting in November. The slate must be distributed to members electronically at least five days prior to the meeting, with additional nominees accepted from the floor at the meeting. Voting will be conducted following procedures in Section 2.4.
Section 3.9: Removal of Board Members. Any board member may be removed at any time, with or without cause, by majority vote of members present at a board meeting.  
Section 3.10: Board Vacancies. If the presidency is vacated, the vice president will assume that office with no election required and may serve as president the remainder of the year and the following year. If another position is vacated, the board may select a candidate to be presented for election at a membership meeting. Any board member may resign at any time by giving written notice of the date of the resignation to the president.

Section 4.1: Board of Directors. The board is responsible for fulfilling the association’s mission, establishing annual goals and the means to achieve those goals, ensuring the fiduciary health of the association, ensuring that insurance policies are up to date, and approving communication distributed on behalf of the association regarding public policy and district issues. 
Section 4.2: Executive Committee. The executive committee is entitled to act on behalf of the board in extraordinary circumstances, including but not limited to when an urgent board decision is necessary and there is a lack of quorum for a board vote. 
Section 4.3: Officers. 
A.  President: The president presides over board and member meetings; schedules meetings and votes of the board and executive committee, including of those conducted electronically; and represents the association in all public capacities. 
B.  Vice President: The vice president serves in the absence of the president. The vice president also is responsible for selecting the slate of officer and director candidates to be presented to members for election at the association’s annual meeting and shall convene a nominating committee of association members to assist with the selection of candidates.  
C.  Treasurer: The treasurer presents an annual budget to the board for approval and financial reports at each board meeting or as requested by the executive committee. The treasurer pays recurring association bills, reconciles the association’s bank statement, transfers electronic membership payments, ensures that insurance policies are up to date, and files all necessary state and federal financial documents. 
D.  Secretary: The secretary prepares and distributes agendas for board and executive committee meetings, records and distributes minutes, and records votes at member meetings. The secretary maintains files of agendas and minutes, correspondence, reports and documents of value to the historical records of the association. 
E.  Immediate Past President. The immediate past president serves in an advisory role to the board. 
Section 4.4: Directors. The resident, business and arts representatives and the directors-at-large are expected to fulfill duties described in job descriptions prepared in advance of board elections. 
Section 4.5: Committees. Committees may be created at the discretion of the board of directors. Rules governing procedures for committee meetings will be the same as those for the board. 
Section 4.5: Financial Policies. Only the president, vice president or treasurer may sign checks or approve debit card expenditures on behalf of the association. Expenditures of more than $200 outside those included in the annual budget must be approved by the executive committee. 

Amendments to the bylaws must be approved by majority vote of board directors and submitted to the membership for final approval following notification and voting procedures in Section 2.4. Amendments will take effect immediately following approval.


To allow for unforeseen circumstances, bylaws may be suspended by a majority of members present at a monthly meeting of the association or special meeting called by the board. Any member present may move to suspend. The motion to suspend must define the bylaw(s) that will be suspended and the purpose and duration of suspension for a period not to exceed one year. Suspension will take effect immediately following approval.

To the extent not inconsistent with applicable law, every person who is or was a director or officer of the association shall be indemnified against all liability and reasonable expense that may be incurred by him or her in connection with or resulting from any claim, action, suit or proceeding if such person is determined to have acted in good faith, in what he or she reasonably believed to be the best interests of the association, or, with respect to any criminal action or proceeding, is determined to have had reasonable cause to believe that his or her conduct was lawful (or no reasonable cause to believe that the conduct was unlawful).

These bylaws were approved by a majority of members present at a meeting of the association on August 11, 2015. 
Russell Jackson
President, South Main Association

Bylaws were amended, adding Article VI, by a majority of members present at a meeting of the association on July 12, 2016.

Grace Raffensberger
President, South Main Association

National Register of Historic Places: 1984 Inventory
National Register of Historic Places: Updates
Downtown Memphis Commission
City Proclamation Establishing the South Main Arts District Issued in 2000