Bylaws

Tennesseans for Liberty By-Laws

The following By-Laws are confidential and should not be shared in whole or in part even with members or anyone other than Tennesseans for Liberty Leadership who have signed a confidentiality agreement.

Article I – MISSION

Tennesseans for Liberty is a freedom seeking organization, which shall use any means possible considered legal and moral to further the advance of freedom in all respects.

Article II – SELF-DESCRIPTION

Tennesseans for Liberty’s public self-description shall be, “We are nonpartisan Tennesseans committed to restoring freedom and liberty with the limitations upon government enumerated in the Constitution”.  The “original” Tennesseans for Liberty public self-description may be used until such time as printed materials bearing the slogan are distributed.  The original self-description stated, “We are diverse, nonpartisan Tennesseans committed to promoting and restoring the freedoms enumerated in the Constitution”.  At no time shall any representative or member of Tennesseans for Liberty characterize the intents of the organization or public self-description improperly.

Article III – VIEWPOINT

We recognize that there are freedoms that have been usurped through Amendments to and misinterpretations of the United States Constitution, hereinafter “Constitution,” and that the Constitution is not a document outlining a limit on freedom.  Rather the Constitution is a document designed to limit the power of government.  Our objective will be to look to the original intent within the US Constitution or an interpretation that provides for the most individual freedom when addressing issues.

Tennesseans for Liberty recognizes as our Founders did that our rights, freedoms, and liberty are gifts from God and are not privileges bestowed by government. While we are not a religious organization, we uphold the right of members and leaders of our organization to practice freedom “of” religion including public prayer at meetings. However, the organization will not prescribe a religion and we recognize membership of all beliefs.

Article IV – FOCUS

Tennesseans for Liberty will be an organization focused on defending freedom for individuals using a state level focus.  From a general perspective, we believe that federal races including but not limited to President, the House of Representatives, and the United States Senate are too costly and require too much momentum to influence.  Furthermore, the influence of a single House or U.S. Senate race still leaves in place too many federally elected opponents of freedom from other regions of the country and will continue to do so until a majority of states have an influential freedom seeking organization like Tennesseans for Liberty.  As such, Tennesseans for Liberty will generally not spend dollars on federal races other than extremely limited amounts (e.g. $1,000 or less) to assist in having a voice with a candidate assuming they are elected.  Endorsement of federal candidates may be done, but shall require a “Leadership Vote” (See Article V, Section 1). With respect to federal candidates, Tennesseans for Liberty may only endorse and/or donate to Constitutionally minded candidates whose race is deemed to have reasonable (25% or greater by a statistically valid poll) probability of victory as not to marginalize the influence of the organization from a mainstream perspective with state issues.

Local races shall be considered a steppingstone to state politics; however, local politics will not be the organizational focus.  Special contributions by a county may be made for local races to the Political Action Committee (PAC) so long as the county maintains a “Full Voting Chair” (See Article V, Section 5).  Such special appropriations shall be designated in advance of the calendar year by the Chair.  The PAC shall set up a segregation of funds for these county contributions.  Such local allocations shall not be counted toward total voting rights of the county. Counties may coordinate with each other or along with their respective Regional Chair to leverage grassroots efforts for local races, however, there will not be an official organization-wide effort made on local elections unless deemed unusually significant by a Leadership Vote.

Article V – ORGANIZATION

Section 1

Tennesseans for Liberty’s organizational structure shall consist of a Chairman, Executive Director, and Treasurer as well as Regional Chairs, hereinafter “Regionals,” Full Voting County Chairs, hereinafter “Chairs,” Provisional Chairs, hereinafter “Provisionals,” County Co-Chairs, hereinafter “Co-Chairs,” Contributing Members, hereinafter “Contributors,” and Volunteer Members, hereinafter “Volunteers”.  The Chairman on behalf of the organization may also appoint or hire various staff for the benefit of the organization.  Such staff shall have no voting authority and may be selected at the leisure or the Chairman except that the Executive Director shall have voting authority as hereinafter indicated and who may be compensated. The Chairman shall appoint the Executive Director, with approval by a simple majority Leadership Vote.  The Chairman shall appoint the Treasurer, with approval by a simple majority Leadership Vote.  Hereinafter the Chairman, Executive Director, Treasurer, Regional Chairs, and County Chairs shall be known collectively as “Leadership.”

Section 2

Tennesseans for Liberty shall consist of a Political Action Committee (“PAC”) and may additionally consist of a grassroots organization and/or Independent Expenditure (“IE”) and/or any additional organizational elements that are deemed appropriate for the accomplishment of Article I. As of the time of adoption of these Bylaws, the grassroots aspects of the organization shall operate as an integral part of the PAC, however, should it be deemed appropriate or beneficial, the organization may choose to separate the public benefit aspects of the organization from the PAC by forming a separate 501(c)4. Changes to the structure of the organization as herein adopted including the formation of a separate 501(c)4 and/or IE shall require an “Amendment to Bylaws Vote” as is indicated herein.

Section 3

A “Leadership Vote” unless stipulated specifically elsewhere in this document for a specific provision shall be defined as a vote of the Chairman, Treasurer, Regional Chairs, and Chairs such that a 2/3 Majority of those votes able to be cast, hereinafter “castable” votes are in agreement.  Should a 2/3 Majority of castable votes not be made, the motion is deemed failed.  In a “Leadership Vote” each Full Voting County Chair shall have one (1) vote (See Article V, Section 5), each Regional Chair shall have two (2) votes, the Treasurer shall have five (5) votes, the Executive Director shall have seven (7) votes and the Chairman shall have ten (10) votes.  Leadership votes may be cast in person or electronically via an accepted method established prior to the vote.

Section 4

Regional Chairs shall be elected by a “Leadership Vote” of the Chairman, Executive Director, Treasurer, and Chairs within that region. Each region shall be established by the Chairman and the Executive Director. At no time shall there be fewer than three (3) regions nor greater than the total number of Congressional Districts within the State of Tennessee. Regions shall always be contiguous and shall not divide counties. Regions shall generally consist of no fewer than three (3) counties and no more than forty (40) counties. The number of regions should be reasonably established based on the needs and growth of the organization.

Section 5

County Chairs shall be established in every Tennessee County.  A new county may be established as a Member County by the appointment of a County Chair by the Chairman, the Executive Director, a Regional, or a Vote of any three existing Chairs in that Region who notify the Chairman or Executive Director.  A County Chair may be either a Full Voting County Chair (Chair) or a Provisional Chair (Provisional) depending upon the status of Membership group with that county.  A Full Voting Chair shall maintain a minimum of ten (10) Contributing Members (Contributors) whose total donations exceed $1,000 per calendar year as well as ten (10) Volunteer Members (Volunteers), and be both a Contributing and Volunteer Member himself/herself. Collectively, Contributors and Volunteers shall be known as “Members”.  Contributors and Volunteers may be, but are not required to be the same persons. Also, a Chair may count as one of the ten. Should a Chair fall below or fail to reach these basic requirements in their county they shall be considered a Provisional and thus “Non-voting Chair” for all vote types.  A Chair may include Contributors and Volunteers in an adjacent county so long as there is no Chair or Provisional in that county and so long as the Chair includes those Members as part of his/her Membership group for the purposes of all meetings, objectives, and activities.

During the first rolling twelve (12) months of a Chairs appointment in a new or re-established county, there shall be an exception to the requirements of being a Full Voting Chair.  To be “re-established” a county must go for twelve rolling months consecutively without a Full Voting Chair.  For such new or re-established county, the Chair may have the partial calendar month upon joining (re-establishing) plus one additional calendar month to evaluate the organization as a Provisional and then may choose to become a Full Voting Chair with simply his/her own contribution and volunteer commitment.  Thereafter, the Chair may remain a Full Voting Chair by bringing on at least one (1) Contributor and one (1) Volunteer or one (1) Contributor/Volunteer monthly each successive month until ten (10) are reached.  This is intended to allow new Chairs an opportunity to cast votes and be an integral part of the organization as they build their Membership group. Once a rolling twelve months has been reached all future annual county participation will be considered based on a standard calendar year.

Article VI – RESPONSIBILITIES

Section 1

Whenever voting, Leadership should consider first and foremost the United States Constitution and how the vote will impact freedom.  Secondarily, Leadership should consider his/her opinion of the desires of the members of the state, in his region or county.  Rarely, but on occasion the perspective on where one right ends and another begins may come into conflict.  If on such an occasion the Leader’s personal interpretation of the Constitution comes into conflict with what he believes is a majority of members for his representative vote, he/she may wish to either abstain or vote what he/she believes.  We never want anyone to cast a vote in conflict with their beliefs. However, if one’s view of the Constitution is in conflict with a majority of other Liberty advocates, we encourage you to openly consider the logical arguments for other viewpoints before casting a vote and to not cast a vote lightly.

Section 2

The Chairman and the Executive Director shall be responsible for the vision and future of the organization.

Section 3

The Treasurer shall be responsible for the overall financial and reporting compliance of the organization, though he/she may use staff or contract labor to complete various aspects of the daily work.  He/she shall ensure a good balance between adequate disclosures of information to the organizational structure while minimizing disclosure to what is required by law outside the organization.  At all times he/she will maintain the maximum level of privacy of members possible while fulfilling the compliance guidelines of federal and state campaign finance and tax laws.

Section 4

The Executive Director shall be responsible for the growth of organizational revenues and membership as well as operational coordination of meetings, campaigning, training, development, and any other operational functions critical to the growth and success of the organization.  While he/she may take on many responsibilities regarding the operational aspects of the organization, this should always be done with the focus on growth and how such a task advances the growth of the organization.  The Executive Director may also function as a campaign manager of the Tennesseans for Liberty PAC, coordinate annual meetings, and legislative efforts.  The Executive Director should also visit the capital at least once if not more as time may permit during each legislative cycle. The Executive Director shall maintain official state rolls of the Volunteers and Contributors by County and Region which shall be the official rolls for all voting purposes. The Executive Director should generally be responsive to the needs of the Chairs and Regionals, but shall ultimately answer to the Chairman.

Section 5

Regional Chairs shall be responsible for the growth, success, and communications within their respective region.  As a primary function, a Regional shall seek to develop new Chairs in counties that do not have representation and to assist Chairs in growing and developing their membership and revenue base.  A Regional will also ensure effective regional participation in statewide efforts.  A Regional will have the responsibility to make sure that new Chairs are adequately trained for success.  A Regional may or may not function as a Chair of his/her home county, but should not allow his/her county responsibilities to interfere with Regional duties.  A Regional should commit to visit the capital at least once a year during the legislative cycle.   A Regional may function as temporary leadership for a county that loses a chair.  A Regional may also have certain Leadership functions in regard to determination of a slate or other special votes as well as Leadership, Legislative, and Campaign Votes.

Section 6

Chairs and Provisionals shall be responsible for the growth of membership and revenues within their county.  Chairs will ensure that Volunteer Members fulfill their commitments to volunteer efforts they have agreed to take on and that Contributing Members fulfill their responsibilities monetarily. Chairs will need to communicate frequently with Regionals and the Executive Director to be fully aware of statewide efforts being undertaken.  A Chair should effectively outline the organizational needs, help Volunteers identify skills abilities and preferences, and best match those to the benefit of both.  A Chair should hold membership meetings on a basis commensurate to the needs of his/her county but no less than annually.  A Chair may also wish to consider holding recreational events for their county.  Counties are encouraged to hold events and meetings either in coordination or individually by county as may be most beneficial to the county group.  From time to time there may also be regional or statewide events that a Chair should make sure his membership is aware of.  Chairs themselves are encouraged to participate in such events whenever possible and should be proactive in coordinating carpools for such events.  A Chair will also cast Leadership, Legislative, and Campaign Votes.  A proxy may be selected to vote on behalf of a Chair if necessary.  Utilization of a proxy shall require notification to the Executive Director in writing or via email at least twenty four (24) hours in advance of the vote.  A Chair must be willing to provide his/her contact information publically in some reasonable form for those within the county who may wish to join the organization. A Chair is also responsible for providing updates on the County Facebook page.

Section 7

Co-Chairs shall have the exact same responsibilities as the Chair except that they will not vote on behalf of the group unless acting as a proxy for the Chair. As part of the Leadership team of the county a Co-Chair should work in cooperation with the Chair to achieve Liberty objectives. Co-Chairs are encouraged to participate in Leadership calls and discussion. Larger groups may choose to name a Vice-Chair to act as the key Co-Chair.

Section 8

Issue Coordinators shall be specially selected Volunteers who are passionate about a particular issue that is important to the future freedom of the members. This Volunteer shall be responsible for following the state and national progress of the issue as well as developing or compiling educational materials regarding the issue for dissemination to Members in cooperation with the Executive Director.  Issue Coordinators may also assist in development of model legislation for introduction.  Appointment of Issue Coordinators shall take place only on issues that have received Issue Vote support.  The Chairman and/or Executive Director shall appoint Issue Coordinators based largely upon passion and knowledge regarding an issue.  Any time after an issue has received an Issue Vote of support, an appointment may be made.  Typically, considerations for Issue Coordinators will come from Regionals and Chairs but may also be obvious based on someone’s previous volunteer work surrounding the issue.  An Issue Coordinator may be removed from their appointment by a ⅔ Majority Leadership Vote, the Chairman, or the Executive Director, and will thereby become ineligible for reappointment without the consent of the Leadership.

Section 9

Liaisons are Members or Leadership of Tennesseans for Liberty that also hold positions of leadership or significant influence with organizations that Tennesseans for Liberty may often, though not always align itself with. Liaisons hold no special voting privileges other than those existing to them as official Leadership of Tennesseans for Liberty already. However, due to the important benefit of coordination between such organizations, Liaisons may be included in meetings and discussion not typically made available to a Member or Leader in their current position if their role in the aligned organization benefits the objectives of Tennesseans for Liberty. Appointments of Liaisons shall be made by the Chairman or the Executive Director with oversight by Leadership. A Liaison may be removed from their position by a ⅔ Majority Leadership Vote, the Chairman, or the Executive Director, and will thereby become ineligible for reappointment without the consent of the Leadership.

Section 10

Members may be Contributing Members (Contributors), Volunteer Members (Volunteers) or both.  Contributors are encouraged to donate in a monthly manner at $30 per month ($1 per day) or more on a recurring, automatic basis.  This can easily be accomplished online.  Should a Contributor choose to give larger, single contributions, it shall be the Chair’s responsibility to collect this regularly in a timely manner or the Chair may be subject to becoming a Provisional Chair should donors under the purview of the Chair fall below $1,000 annually.

Volunteer Members are critical to the success of the organization.  Volunteers may serve in any way they choose or deemed needed by the Chair or Executive Director to advance the cause of liberty, however, to be considered a Volunteer member on behalf of the organization for Full Voting County Chair privileges a Volunteer must commit to serve in at least one, preferably two, of the following ways:

1.     Call to Action Volunteer – The Volunteer must commit to contacting via both email and phone the list of all legislators requested on all Tennesseans for Liberty Call to Action email notices so long as they are in agreement with the Call to Action.  This commitment requires an estimated 30 minutes per week typically during the months of January through June though a rare Call to Action may occur during other months or a rare Call to Action may take more than 30 minutes.  This volunteer should generally be willing and able to respond to the Call to Action within 48 hours.  After responding to the Call to Action, the Volunteer will report outcome back to Tennesseans for Liberty administration and the Volunteer’s Chair.

2.     Canvass Volunteer – The Volunteer must commit to spending at least 30 hours per bi-annual election cycle knocking doors for a campaign targeted by Tennesseans for Liberty, which may also require driving to a location in a different region.  The Volunteer may participate in any other campaigns of their choosing, but should understand that this commitment is to help with a target race.

3.     Phone Bank Volunteer – The Volunteer must commit to making election calls to targeted voters for a campaign targeted by Tennesseans for Liberty.  The number of calls and time commitment will vary depending upon the total number of Volunteers making calls and the total number of calls to be made estimated at 30 hours per bi-annual election cycle.

4.     Capital Lobby Volunteer – The volunteer must commit to visiting the Tennessee State Capitol Legislative Plaza and meeting with representatives at least four (4) times during each legislative cycle.  Such meetings should be scheduled in advance of arrival at the capitol. Ideally, the volunteer should attempt to meet with the most influential, swing, or sponsoring legislators regarding key legislation for which Tennesseans for Liberty has voted to support.

5.     Elected Official or Political Position Volunteer – The volunteer must commit to run for either a local or state office or political position such as County Party Chairman.  Special consideration should be made to running for GOP Executive Committee Man/Woman or County Party Chairman.

Article VII – LEGISLATIVE, ISSUE and CAMPAIGN VOTES

Votes for Legislative Initiatives, Issue Stances and Campaign Support or Opposition shall differ from Leadership Votes in that Vote weighting to each County Chair shall be based on each Chair’s Membership totals.  The greater the Membership and contributions of a county the greater the vote count allowed the Chair. Votes for the Leadership shall be as follows: each Regional Chair shall have two (2) votes, the Treasurer shall have five (5) votes, the Executive Director shall have seven (7) votes, and the Chairman shall have ten (10) votes.  Each Chair shall be allowed up to a maximum of ten (10) votes based on the following schedule:

                       New Chair Meeting Exception Rule.                           1 vote

10 Members and $1,000 annual minimum                 1 vote

                       20 Members and $2,000 annual minimum                  2 votes

                       30 Members and $3,000 annual minimum                  3 votes

                       40 Members and $4,000 annual minimum                  4 votes

                       50 Members and $5,000 annual minimum                  5 votes

                       60 Members and $6,000 annual minimum                  6 votes

                       70 Members and $7,000 annual minimum                  7 votes

                       80 Members and $8,000 annual minimum                  8 votes

                       90 Members and $9,000 annual minimum                  9 votes

                       100+ Members and $10,000+ annual minimum        10 votes

Votes for Legislative Initiatives, Issues and Campaign Support or Opposition may only be cast in person unless exception is made for a special vote coordinated by the Chairman. A proxy may sit in for a voting member with advanced notification.  Utilization of a proxy shall require notification to the Executive Director in writing or via email at least 24 hours in advance of the vote.  Regionals or a Treasurer who is also Chair of a County may be allowed to vote both their Regional/Treasurer votes as well as the County Votes, but still only up to a maximum of ten (10) votes.

A Self Voting Member is a Contributor who donates at least $1,000 annually.  A Self Voting Member has no Leadership vote, but may cast his/her own vote on Legislative Initiatives and Campaign Support or Opposition.  A Self Voting Member who votes his own contribution may not be included in the totals for his county as a contributor, but may be counted in the volunteer totals if he/she volunteers.  A Self Voting Member shall be allowed a maximum of five (5) votes annually no matter the amount contributed annually.  A Self Voting Member may also split their contribution over a maximum of two years even if the contribution is given in one year so long as he/she splits his/her votes to be known as the “Split Contribution Rule.” (e.g. A Self Voting Member gives $10,000 in 20XX and would like to cast 5 votes in 20XX and 5 votes in 20XY.) Should a Self-Voting Member be Leadership, he/she shall still have his/her Leadership vote(s) but shall be limited to a maximum of ten (10) total votes for Legislative Initiatives and Campaign Support or Opposition.

Article VIII – LEGISLATIVE INITIATIVES   

Annually, during each legislative cycle, Tennesseans for Liberty will attempt to have introduced at least one, but not more than three pieces of legislation.  The determination of what legislation shall be proposed for introduction shall be as follows:

  1. Leadership shall propose in writing to the Executive Director potential legislative issues or actual legislation for consideration.
  2. The Chairman, the Executive Director, and Regional Chairs shall evaluate the contribution levels and membership strength of the organization to determine if one, two, or three pieces of legislation can be introduced during the cycle.
  3. The Chairman, the Executive Director, and Regional Chairs shall consider legislation proposed by the Leadership to determine a slate of legislation for the Leadership vote. The minimum number of bills for the slate shall be 2+ the number of bills to be introduced during the cycle.  Selection of the slate shall be based on:
    1. Legislative idea vs. having a bill ready for introduction
    2. Passage of similar legislation in other states
    3. Anticipated viability of passage in Tennessee Legislature
    4. Importance of the bill to securing freedom
    5. Urgency of the bill and ramifications should it not be passed
    6. Timing of introduction and political momentum surrounding the issue
    7. Progress of the bill if it is a repeat introduction
  4. The slate shall be brought before the Leadership for a vote.  The Leadership can then add one, but not more than one bill to the slate with a simple majority vote of castable votes for those in attendance.
  5. The slate shall be discussed with each legislative issue/bill briefly introduced, summarized, and discussed.
  6. Those in attendance using the Legislative Vote process described in Article VII shall vote on the slate with multiple votes allocated where chosen.  The legislative initiative(s)/bill(s) receiving the most votes shall be selected for introduction with the number introduced equal to total selected under Article VIII, Section 2. Hereinafter these issues receiving support for initiative shall be known as “Legislative Initiatives.”

Article IX – CAMPAIGN SUPPORT

Bi-annually, during each campaign cycle, Tennesseans for Liberty may with campaign contributions and/or Volunteers support the existing Constitutional leaning elected state legislator and/or legislators of influence and/or the most Constitutional of perceived candidates considered electable for open state legislative seats.  The determination of which candidates shall be supported shall be as follows:

  1. In late spring of even numbered years Leadership and/or Self Voting Members may propose in writing to the Executive Director:
    1. legislation from the current and previous legislative cycles for which existing legislators will be judged on, hereinafter “Rating Legislation,” and
    2. potential candidates to be supported who are seeking open seats in Tennessee State Legislative races, hereinafter, “Open Seat Candidates.”
  2. The Chairman, the Executive Director, and Regional Chairs shall determine the actual Rating Legislation to be used with a particular view towards inclusion of Constitutional legislation proposed by Leadership and/or Self Voting Members. For open seats, a Tennesseans for Liberty Survey, hereinafter “Survey,” including an oath to the US Constitution, “Legislative Initiatives” (See Article VIII) and “Public Positions on Policy Issues” (See Article XV) shall be combined into the Survey by the Chairman, the Executive Director, and Regional Chairs.  A pledge shall be on the Survey such that the candidate can pledge in writing to support those items he/she agreed to support on the Survey.  At the very least, a candidate to be supported financially or with Volunteers for an open seat must pledge to support and defend the US Constitution in writing.
  3. The Chairman, the Executive Director, and Regional Chairs shall evaluate the contribution levels and membership strength of the organization to determine how many state representatives and state senators can be effectively supported financially and/or with Volunteers during the bi-annual election cycle and how much in total funds may be distributed for campaign support. Consideration should be given to the needs of efforts in Article X.
  4. The Chairman, the Executive Director, and Regional Chairs shall develop for membership a slate of candidates based upon actual votes for Rating Legislation, legislative influence, and documentation of signed pledges upon the Survey (Section 2).  The slate of candidates must exceed the number of candidates to be supported (Section 3) by at least 25%.  No more than 50% of the slate may be Open Seat Candidates.
  5. The slate shall be brought before the Leadership and Self Voting Members for a Campaign Vote (See Article VII).  The Leadership can then add one, but not more than one candidate/legislator to the slate with a simple majority vote of castable votes for those in attendance.
  6. The slate of candidates/legislators and their actual voting records on Rating Legislation and/or Survey pledges and/or positions of influence shall be provided to the Leadership and Self Voting Members for a vote at a meeting to be held in early summer of even numbered years.
  7. Those in attendance using the Campaign Vote process described in Article VII shall vote on the slate with multiple votes allocated where chosen.  The candidates receiving the most votes by Full Voting Members shall be selected for support with the number supported equal to total allocated under Section 3.  Candidates voted to receive support shall be known as Supported Candidates receiving a Support Vote.
  8. Those in attendance using the Campaign Vote process described in Article VII shall vote again on the slate for candidates to be endorsed.  The candidates who receive endorsement may or may not receive campaign contributions.  Any candidates receiving a ⅔ Majority Campaign Vote by those Full Voting Members in attendance shall receive public endorsement and shall be known for that election cycle as an Endorsed Candidate.
  9. Following the Support Vote, support checks shall be provided in equal dollar allocations to the Supported Candidates.
  10. Following the Support Vote, the Chairman and Regional Chairs may allocate the Volunteer resources as available in target races.

Article X – CAMPAIGN OPPOSITION   

Bi-annually, during each campaign cycle, Tennesseans for Liberty may with campaign contributions and/or Volunteers oppose Unconstitutional leaning elected state legislators and/or legislators of influence.  The determination of which candidates shall be opposed shall be as follows:

  1. In late spring of even numbered years Leadership and/or Self Voting Members may propose in writing to the Executive Director, legislators and or leadership who have provided great opposition to the Constitution, Rating Legislation, and/or Legislative Initiatives.  Defeatable leadership in the party of power should receive particular consideration for opposition.  Only incumbents with a viable Constitutional leaning challenger acceptable for endorsement may be opposed.
  2. The Chairman, the Executive Director, and Regional Chairs shall evaluate the contribution levels and membership strength of the organization to determine how many state representatives and state senators can be effectively opposed financially and with Volunteers during the bi-annual election cycle and how much in total funds may be distributed for campaign opposition, hereinafter known as Total Opposition Dollars.  Consideration should be given to the needs of efforts in Article IX.
  3. The Chairman, the Executive Director, and Regional Chairs shall develop for membership a slate of candidates based upon factors outlined in Sections 1 and 2 with estimated financial and manpower resources necessary to defeat the incumbent given the strengths of the existing challenger.  The number in the slate of candidates will be relative to the Total Opposition Dollars.  The slates total number of candidates must exceed the number of candidates that could be opposed assuming the most expensive and labor intensive races are considered against the Total Opposition Dollars.
  4. The slate shall be brought before the Leadership and Self Voting Members for a Campaign Vote (See Article VII) in early summer of even numbered years.  The Leadership can then add one, but not more than one incumbent legislator to the slate with a simple majority vote of castable votes for those in attendance.
  5. Those in attendance using the Campaign Vote process described in Article VII shall vote on the slate with multiple votes allocated where chosen.  The candidates receiving the most votes by Full Voting Members shall be selected with the total Target Races dependent upon the Total Opposition Dollars.  Those Target Races receiving the most votes shall receive priority against the Total Opposition Dollars until no more races can be fully funded.  Candidates voted to receive opposition shall be known to have received an Opposition Vote, shall be known as Target Candidates and their races shall be known as Target Races.
  6. Following the Opposition Vote, financial and Volunteer resources shall be allocated as previously determined.  Should financial resources exceed the maximum campaign contribution limits for the cycle, assets shall be transferred to the Tennesseans for Liberty Independent Expenditure.  A campaign effort separate and independent of the campaigns for candidates in the Target Race will be run by the Executive Director with him acting as the Campaign Manager.  Absolutely no contact between Tennesseans for Liberty Leadership and the other campaigns shall take place before, during, or after a Target Race for which the Independent Expenditure is used within the timeframes required by law.  Should any Leadership individual be determined to have violated the timeframe rule previous to the use of the Independent Expenditure campaign, that Leadership individual will be prevented from participation in either race until adequate time has passed to prevent violation of the law.  Should any Leadership individual be determined to have violated the timeframe rule after being informed of the use of the Independent Expenditure campaign, he/she shall be subject to immediate and indefinite removal from the organization.

Article XI – LIMITS ON ADMINISTRATIVE EXPENSE AND EXPENDITURE APPROVAL

The organization will make every effort to minimize administrative expenses.  Administrative expenditures for general operations should be targeted at 10% or less, however, there is no official restriction or limitation upon these expenses.  Administrative expenses in the development of membership growth, fundraising, volunteer coordination, and campaign management should be targeted at 50% or less, however, there is no official restriction or limitation upon these expenses.  The Chairman with the oversight of the Treasurer may expend funds for the benefit of the organization as may be deemed necessary for operational purposes including the determination of compensation for the Executive Director. The Chairman shall not be compensated unless approved by a majority Leadership Vote. The Treasurer’s compensation shall be limited solely to regular and customary compensation for accounting services and PAC reporting. Any Leader, Member or Volunteer may, however, receive reimbursement for operational expenditures paid directly by them to others that are clearly attributable to the organization with proper documentation.

Article XII – ENDOWMENT

Once the total gross revenues of the organization exceed $200,000 annually, the organization shall start an endowment with contributions equal to 10% of the annual gross revenues. Contributions to the endowment should be made in the first quarter of the year based on the previous year’s total calendar revenues.  Management of the endowment should be based on a written investment policy statement using Modern Portfolio Theory with an approach balanced between outpacing inflation and maintaining principal.  The eventual goal of the endowment would be to offset all operational costs of the organization while keeping pace with inflation.

Article XIII – REMOVAL OF LEADERSHIP

Section 1

The Founding Chairman shall be irremovable except upon death or by legally declared incapacitation (e.g., coma). Should the Founding Chairman become incapacitated, the Executive Director shall become the Acting Chairman. Should the Executive Director be unable to serve as Acting Chairman for any reason, the Treasurer shall become the Acting Chairman. Assuming temporary anticipated incapacitation, the Founding Chairman upon his recovery may resume his duties at his leisure as Founding Chairman.

Should the Founding Chairman, the Executive Director, and Treasurer all be unable to serve or should the Founding Chairman’s incapacitation be anticipated to extend beyond six (6) months, Leadership may vote to remove the Founding Chairman by a 9/10 (nine-tenths) Leadership Vote. Should the Founding Chairman have passed away or been otherwise removed, Leadership shall select a Replacement Chairman to administer the needs of the organization by a majority Leadership Vote. Each Replacement Chairman shall serve thereafter for 4-year terms not to exceed 8 years of total lifetime Chairman service. Any Replacement Chairman may be removed mid-term by a ⅔ (two-thirds) Leadership Vote of no confidence and thereafter be disallowed to serve as Chairman.

Section 2

The Executive Director shall be removable by the Chairman and Treasurer and a ⅔ (two-thirds) “Leadership Vote” or by a ¾ (three-fourths) “Leadership Vote” of no confidence. After removal a new Executive Director shall be nominated by the Chairman with a majority Leadership Vote of acceptance.

Section 3

The Treasurer shall be removable by the Chairman or the Executive Director and a majority “Leadership Vote” or a ⅔ (two-thirds) “Leadership Vote” of no confidence.

Section 4

A Regional Chair shall be removable by either a ⅔ (two-thirds) “Leadership Vote” of no confidence, a simple majority of Regional Chairs with the affirmation of the Chairman and Treasurer, a ⅔ (two-thirds) Leadership Vote of the Chairs within the region, or by the Chairman for a significant, documented violation of the bylaws. A simple majority Leadership Vote shall determine what defines significant under this section.

Section 5

A County Chair shall be removable by a ⅔ (two-thirds) “Leadership Vote” of no confidence, a vote of no confidence by a ⅔ (two-thirds) majority of Membership on record with Tennesseans for Liberty as Contributors and/or Volunteers within the Chair’s county, a simple majority of Regional Chairs with the affirmation of the Chairman, Executive Director, or Treasurer, by the Chairman or Executive Director after the Chair falls to the status of a Provisional for any 6 of 12 consecutive months, or by the Chairman for a significant documented violation of the bylaws. A simple majority Leadership Vote shall determine what defines significant under this section.

Article XIV – Purposely Omitted

Article XV – PUBLIC POSITIONS ON ISSUES

Tennesseans for Liberty and its Leadership shall only take a Public Position on issues as Tennesseans for Liberty or in an official capacity with issues that have received support from the organization. To become a Support Issue or Opposition Issue, the issue must receive a ¾ (Three-Quarter) Leadership Vote.  A Public Position shall include, but not be limited to, any statement made or position taken orally or in writing, by any Leadership to two of more people upon any medium.  A Public Position shall also expressly include endorsement or calls for support or opposition of any campaign and/or legislation (See Article VII) that have not received adequate votes for support or opposition.  A Public Position by Leadership whereby such Leadership expressly states that this is their personal position shall be deemed not to have been made on behalf of Tennesseans for Liberty regardless of how it may be misrepresented by the media.  Leadership who takes a Public Position as Tennesseans for Liberty contrary to the Public Position Leadership Vote or without sufficient Leadership Vote for the issue to be a Support Issue or Opposition Issue shall be subject to reprimand and potential expulsion from the organization should retraction and clarification not be made. For more suggestions on addressing the media, one in a position of Leadership should consult the Tennesseans for Liberty “Media Guide.” Anyone holding a position of Leadership who does not feel comfortable in addressing the media on an issue should refer the media to their Regional, the Executive Director, or the Chairman.

Article XVI – CONFIDENTIALITY AND NONDISCLOSURE

At no time shall any member of Tennesseans for Liberty disclose any confidential information to any non-member.  Confidential information shall include but is not limited to the total or individual amounts of monetary contributions before public reporting deadlines, official membership numbers, strategy for targeting candidates and/or legislation, information discussed and votes taken in leadership meetings, and/or any other information deemed to be critical to the success of the organization.  Any violation of this clause shall be deemed as action for immediate removal from the organization.

Article XVII – AMENDMENT TO BY-LAWS

Amendment to these By-Laws should not be without considerable thought and significant agreement especially should those amendments redirect the original intents of the organization. As such, simple changes obviously beneficial to the organization should easily achieve near unanimous agreement and major changes in direction should be difficult to achieve. To amend the By-Laws (“Amendment to Bylaws Vote”) shall take a 9/10 (nine-tenths) Leadership Vote, except that “Article XIII – Removal of Leadership”, shall not be amendable without the consent of a Founding Chairman, though the consent of a Replacement Chairman shall not be required to amend Article XIII – Removal of Leadership.

Article XVIII – FAILURE TO ENFORCE

Failure to enforce any provision within this document shall not render any other provision or provisions unenforceable against future violations thereof, nor prevent Tennesseans for Liberty thereafter from enforcing every provision of these By-Laws.

Article XIX – GOVERNING LAW

This document shall be enforced, governed, and construed in all respects in accordance with the laws of the State of Tennessee and the State Courts of the State of Tennessee shall be the sole and exclusive forum for the adjudication of any disputes.

Article XX – ENFORCEABILITY

If any portion of this document shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision, it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

Article XXI – INDEMNIFICATION

Tennesseans for Liberty shall, to the extent legally permissible, indemnify the Chairman, Executive Director, and Treasurer of Tennesseans for Liberty against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Tennesseans for Liberty; and further provided that any compromise or settlement payment shall be approved by a majority Leadership Vote of a quorum of Leadership who are not at that time parties to the proceeding.

The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.

No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.

This Article constitutes a contract between Tennesseans for Liberty and the indemnified persons. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

Leadership/Member/Volunteer Acceptance

I, _____________________________, do hereby accept, agree to abide by, and follow as it relates to Tennesseans for Liberty these By-laws. I understand that failure to abide by these By-laws as it relates to the organization may subject me to various ramifications including, but not limited to expulsion and legal action.

__________________________________            ________________

                        Signature                                                        Date

Note: Contributors who choose not to participate as part of the vote count shall not be subject to the requirement of accepting these Bylaws.