BYLAWS OF THE TENNESSEE 911 DIRECTORS ASSOCIATION

EFFECTIVE DATE: AUGUST 6, 2021

These Bylaws shall regulate the affairs of the Tennessee 911 Directors Association (the “Association”, subject to the provisions of the Association’s 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

Section 1.01. Registered Office.

The Association shall designate and continuously maintain a registered office in the State of Tennessee. Section 1.02. Principal Office. The principal office of the Association shall be that which is designated as such in its Charter. Section 1.03. Other Offices. The Association 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 Association shall designate and continuously maintain a registered agent in the State of Tennessee at its registered office.

SECTION 2 MEMBERS

.Section 2.01. Admission of Members.

The incorporators named in the Charter shall admit the Association’s initial members by written instrument; provided that such persons accept the appointment as initial members. Any person who is currently employed in the position of director of an established Tennessee Emergency Communications District (“ECD Director”) may be admitted as a member of the Association by the members, provided such person’s ECD employer pays the membership fees, and is interested in the furtherance of the purposes of the Association Only one member is permitted per ECD. 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 members 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 Association. Membership fees shall be paid annually (based on the Association’s fiscal year) on a “per ECD” basis. If an ECD whose ECD Director is a member in good standing replaces such ECD Director, such ECD’s new ECD Director (if admitted to membership in a fiscal year for which such ECD had already paid dues) need not pay dues that year as a condition of membership. Section 2.04. Resignation/Termination of Membership. (a) A member may resign at any time by delivering to the Secretary of the Association 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. (b) A person’s membership shall be terminated upon his or her death. (c) If a member ceases to be employed as an ECD Director, such person’s membership shall be automatically terminated effective upon cessation of employment in such capacity. (d) If a member fails to remit membership fees and/or assessments within 60 days of their due date, such person’s membership shall be automatically terminated effective on the last day of the Association’s prior fiscal year. Section 2.05. Expulsion or Suspension. A member may be expelled or suspended by the members, 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 thirty (30) 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 members not less than thirty (30) days before the effective date of the expulsion or suspension. (c) A person who was expelled may reapply for membership in the Association in the fiscal year following expulsion (or any fiscal year thereafter), but the members shall have no obligation to readmit such person and the members may establish appropriate conditions for readmission. (d) A member who is merely suspended must pay membership fees and assessments but shall have no rights of a member during the suspension period. A suspended member shall be automatically restored as a member in good standing at the conclusion of the suspension period without the need for such person to reapply for membership, provided such member is current on membership fees and assessments. A suspended member who fails to pay membership fees and assessments shall be deemed to have resigned as provided in Section 2.04 (above) For purposes of this Section 2.05 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 Association’s records. Section 2.06. 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 2.07. Place. All meetings of the members of the Association shall be held at such places as may be fixed by resolution of the members. Members shall be entitled to observe member meetings and vote electronically (ex, by teleconference or video conference technology), however, members who are not physically present at a meeting shall not be entitled to otherwise participate in such meeting (for example, they may not engage in debate or make motions). Section 2.08. Annual Meeting. The annual meeting of the members of the Association shall be held February of every year. At the annual meeting, the members shall elect Directors, receive reports on the activities and financial condition of the Association, and transact such other business as may properly come before the meeting. Section 2.09. Special Meetings. The Association shall hold a special meeting of its members upon the call of the Board of Directors or the Chairperson, or upon the written demand(s) to the Secretary by members holding at least ten (10%) 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 2.10. Notice of Meetings. The Association shall notify its members of the date, time and place of each annual and special meeting of members no fewer than fourteen (14) days before the meeting date. The notice of a meeting shall also contain such other information which may be required by these Bylaws. Section 2.11. 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 2.12. Quorum. Unless otherwise required by law, seven members shall constitute a quorum. If, however, such quorum is not represented at any such meeting, the members present at the meeting in person 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. A member who participates in a meeting electronically shall be deemed present for purposes of determining quorum. Section 2.13. 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 and if the votes cast in favor of the action exceed the votes cast against the action. However, Directors and Officers shall be elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting of the members at which a quorum is present. Section 2.14. 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 member’s vote or abstention on the action, and be delivered to the Secretary of the Association and included in the minutes or corporate records. The writing required by this Section may be made electronically and delivered via electronic mail (email). Section 2.15. Action by Written Ballot. Except as otherwise restricted by charter or bylaws, any action that may be taken at any annual or special meeting of members may be taken without a meeting if the Association delivers a written ballot to every member entitled to vote on the matter. The written ballot shall be in the form of a document and set forth each proposed action and shall provide an opportunity to vote for or against or abstain from 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 other than election of Directors and Officers; and (c) Specify the time by which the ballot must be received by the Association in order to be counted.

SECTION 3 BOARD OF DIRECTORS

Section 3.01. General Powers and Limitations.

All corporate powers of the Association shall be exercised by and under the authority of, and the affairs of the Association shall be managed under the direction of the members. All authority not expressly delegated to the Board of Directors or Officers in these bylaws shall be delegated to the members. The Board of Directors shall be principally responsible for planning member meetings, establishing an agenda for member meetings, and recommending actions to the members. The Board of Directors shall not spend (or contract to spend) a sum in excess of $1,000.00 without approval of the members, nor shall the Board of Directors make public statements or announcements on behalf of the Association except as authorized by the members. Section 3.02. Number of Directors. The Board of Directors shall be comprised of five (5) 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. The Association’s initial members (i.e., those members appointed by the Incorporators) shall appoint the Association’s initial Directors, whose initial terms shall expire upon the second annual meeting of the members. Directors shall be elected by the members at each annual meeting of the members, and each Director shall be elected to serve for a term of two (2) years, or until his or her successor is elected and qualifies; subject, however, to the removal of any Director by the members as provided in these Bylaws. Section 3.04. Regular Meetings. The Board of Directors shall meet at least once a year. Section 3.05. Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson or by any two (2) Directors. Section 3.06. Notice of Meetings; Members’ Right to Observe. The members and Directors shall be given at least two (2) weeks advance notice prior to a meeting of the Board of Directors and furnished with an agenda. Members shall be entitled to observe director meetings in person or electronically. Members who are physically present at a Director meeting shall be entitled to observe, engage in debate and vote; however, members present electronically shall be entitled to observe and vote but not engage in debate. 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 a majority (but no fewer than three (3)) of the Directors then in office as well as the members quorum outlined in Section 2.12 of these Bylaws before a meeting begins. If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors present is the act of the Board of Directors, unless these Bylaws, the Charter of the Act require the vote of a greater number of Directors. A Director who participates in a meeting electronically (ex, by teleconference or video conference technology) shall be deemed present and entitled to vote. The Board of Directors will solicit votes from the membership on any proposed actions to be taken. The Board of Directors vote on any action shall be the same as the majority vote of the membership on the proposed action. At no time can the Board of Directors vote defy the membership majority. 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 members may fill the vacancy; (b) The Board of Directors may fill the vacancy; or (c) 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 members may remove any one (1) or more Directors, with cause, 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 Director’s vote or abstention on the action, and be delivered to the Secretary of the Association and included in the minutes filed with the corporate records. Section 3.12. Indemnification. With respect to claims or liabilities arising out of service as a Director of the Association, the Association shall indemnify and advance expenses to each present and future Director (and his or her estate, heirs, and personal representatives) to the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended. Section 3.13. 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 Director (and his or her estate, heirs, and personal representatives) shall be immune from suit arising from the conduct of the affairs of the Association; provided, however, that this immunity does not apply to a Director’s own intentionally illegal or grossly negligent conduct.

SECTION 4 OFFICERS

Section 4.01. Required Officers.

The officers of the Association shall be a Chairperson, a Vice Chairperson, a Secretary, a Treasurer, a Recorder and such other officers as may from time to time be elected or appointed by the members. Section 4.02. Election. The initial members shall appoint the initial officers. At the second annual meeting of the members, the members shall elect the officers of the Association. Section 4.03. Term of Office. The initial officers’ terms shall expire at the second annual meeting of the members. Thereafter, officers of the Association shall hold office for two (2) years or until their successors are chosen and qualify in their stead, subject, however, to the right and authority of the members to remove any officer at any time with cause. Section 4.04. Powers and Duties of Officers. The powers and duties of the officers of the Association shall be as follows: (a) Chairperson. The Chairperson shall be the Chief Executive Officer of the Association and the Chairperson of the Association’s Board of Directors, shall have general and active management of the Association, and shall see that all orders and resolutions of the members and Board of Directors are carried into effect, subject, however, to the right of the members to delegate any specific powers, unless exclusively conferred upon the Chairperson by law, to any other officer(s) of the Association. The Chairperson shall also report on the activities and condition of the Association at all annual meetings of the members. (b) Vice Chairperson. The Vice Chairperson shall be the Vice-Chairman of the Association’s Board of Directors and have such powers and perform such duties as may be assigned to him or her by the Board of Directors or the Chairperson. In the absence or disability of the Chairperson, the Vice Chairperson shall perform the duties and exercise the powers of the Chairperson. The Vice Chairperson 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 Association and shall be responsible for preparing the minutes of such meetings. The Secretary shall be responsible for the care and custody of the minute book of the Association and for authenticating records of the Association. 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 Chairperson, 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 Association funds and securities, shall keep full and accurate account of receipts and disbursements in the appropriate Association books, and shall require the deposit of all monies and other valuable assets in the name of and to the credit of the Association in such financial institutions as may be designated by the Board of Directors. The Treasurer shall require disbursement of the funds of the Association as may be ordered by the Board of Directors, and shall render to the Chairperson 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 Association. The Treasurer shall also report on the financial activities and condition of the Association at all annual meetings of the members. (e) Recorder. The Recorder shall attend all meetings of the Board of Directors and of the members of the Association and shall be responsible for preparing actions presented by the Board of Directors for vote by the members and tabulating votes cast on actions presented by the Board of Directors for the members present during any meeting. The Recorder will be responsible for reporting vote results to the Board of Directors prior to action by the Board of Directors on any actions to be taken. Section 4.05. Removal. The members may remove any officer at any time with cause. Section 4.06. Vacancies. Any vacancies occurring in the offices of the Chairperson, Vice Chairperson, Secretary or Treasurer shall be temporarily filled by appointment by the Board of Directors as soon as practicable. At the next annual meeting, the temporary appointment shall expire and the vacancy shall be filled by the members. Section 4.07. Delegation of Powers and Duties. In case of the absence of any officer of the Association, 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 4.08. Indemnification. With respect to claims or liabilities arising out of service as an officer of the Association, the Association shall indemnify and advance expenses to each present and future officer (and his or her estate, heirs and personal representatives) to the fullest extent Formatted: Font: Bold allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended. Section 4.09. 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 officer (and his or her estate, heirs, and personal representatives) shall be immune from suit arising from the conduct of the affairs of the Association; provided, however, that this immunity does not apply to an officer’s own intentionally illegal or grossly negligent conduct.

SECTION 5 RECORDS AND REPORTS

Section 5.01. Corporate Records.

The Association 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 Association 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 Association 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 Association shall be July 1–June 30. Section 6.02. No Seal. The Association shall have no seal. Formatted: Left 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 or by electronic mail (email). 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 Association. Written notices 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 three (2) days after sending via email; 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 Association 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 Association shall be signed by such of the officers of the Association, or by such other person(s), as may be authorized by the Board of Directors. Section 6.06. Deposits. The monies of the Association may be deposited in the name of the Association 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

Section 7.01. By Members.

The Members may amend or repeal these Bylaws at any annual or special meeting of the members where a quorum is present, provided that the notice of such meeting shall state that the purpose, or one (1) of the purposes, of the meeting is to amend the Bylaws and shall also contain a description of the amendment to be considered. An amendment to these Bylaws must be approved by the members by the lesser of: (a) two-thirds (2/3) of the votes cast, or (b) a majority of the total number of votes entitled to be cast. These Bylaws may also be amended by the members without a meeting in the same manner as provided therefor herein, except that such action to amend must be by: (a) two-thirds (2/3) of the votes cast, or (b) a majority of the total number of votes entitled to be cast, whichever is less.

These bylaws are hereby adopted by the unanimous consent of the initial members effective (regardless of when signed) on the 6th day of August, 2021.