1.1. NAME.  The name of the Association is "Association for Tennessee Home Oxygen and Medical Equipment Services".

1.2. PRINCIPAL OFFICE.  The principle office of the Association will be located in the State of Tennessee at such place as may be fixed from time to time by the Board of Directors of the Association.

1.3. PURPOSE.  The purposes for which this Association has been formed are to advance the home medical equipment and supply industry in order to assist the citizens of Tennessee in obtaining and maintaining independence in living; to consider and promote consumer protection, including maintaining standards of ethics, patient rights, and assurance of quality in both equipment and services; to foster the trade, commerce, and education of its members; to serve as a coalition of medical equipment suppliers; to provide representation for home medical equipment companies and work to provide a unified voice in speaking on matters of concern for the Association's members and homecare recipients; and to receive, administer, and expend funds to promote and represent the common business interests of and improve business conditions among medical equipment suppliers, within the meaning of Section 501(c)(6) of the Internal Revenue Code.

2.1. ELIGIBILITY FOR MEMBERSHIP.  To be eligible for membership in the organization, the member must be a sole proprietorship or other business entity: (i) actively engaged in business, as either a medical supply and equipment dealer, manufacturer, or distributor, of supplying doctors, nursing homes, hospitals and/or the general public with: (a) respiratory care equipment and supplies; (b) durable medical equipment; (c) rehabilitation equipment; (d) surgical supplies; (e) nutritional support; and/or (f) orthopedic, orthotic, and prosthetic appliances and other similar home health care needs, or (ii) in a business related to or supporting the homecare industry.

a. Regular Members.  Regular Members shall consist of members currently engaged in the sale (retail or wholesale), rental, or distribution of any type of medical equipment, product, services or supplies, utilized in the care and treatment of patients.  If a retailer, the company must be licensed by the state of Tennessee.  Regular Members shall have full voting rights and be eligible for election to the Board of Directors and appointment on any committee created by the Board.   b.  Associate Members.  Associate Members shall consist of members not otherwise qualified for status as Regular Members, who are involved in the manufacturing of medical equipment, or are otherwise engaged in a business related to or supporting a Regular Member's homecare business.  Associate Members shall also have the same rights as regular members. c. Honorary Members.  Honorary Membership may be granted, at the discretion of the Board of Directors, to any person or entity who or that has faithfully served the Association.  Honorary Members shall not have the right to vote on any issue affecting the Association and may not be elected to the Board of Directors, but may at the discretion of the Board of Directors be appointed to serve on a committee created by the Board.

2.3. MEMBERSHIP PROCESSING PROCEDURE.  Membership will not be granted to an organization that is managed or directed by a person who has been convicted of a felony.  A member company may be expelled if the company or any principal thereof is excluded from the Medicare or other federal program.  The Board of Directors shall have authority to determine membership approval process.  a. Regular or Associate Membership.  Application for Regular or Associate membership must be submitted on an ATHOMES approved form.  Membership will be granted upon approval by the Board of Directors and upon payment of dues. b. Honorary Membership.  Honorary membership shall be considered when suggested by any member and shall be offered upon approval by the Board of Directors.

2.4. DUES.   a. Amount of Dues.  The Board of Directors shall determine the amount of dues to be paid by Regular and Associate Members of the Association.  Honorary Members shall not pay dues.  The Board of Directors shall have the right to change the amount of dues to be paid by the members at any time, at a regular or special meeting of the Board.   b. Delinquency in Paying Dues.  Any member who fails to pay its dues by the deadline shall be notified, in writing, by the Treasurer of such delinquency and shall be advised that if the dues are not paid in full within three (3) consecutive months of due date, the Board of Directors may, with or without notice, revoke membership.  In the event that a member company shall owe an obligation to the Association which is past due, the member company will not be permitted to vote until his delinquency is remedied. c. Resignation.  Any member may resign from the Association at any time, but shall not be entitled to a refund of any unearned dues, except upon approval by the Board of Directors. d. Reinstatement.  The Board of Directors may, upon application, reinstate to membership any member whose membership has been revoked or whose resignation has been effected.  No reinstatement shall be made unless dues for the current fiscal year have been paid.

3.1. ANNUAL MEETING.  The annual meeting of the members of the Association for the election of officers and directors and for each transaction of such other business as may be properly come before the meeting shall be held at the principal office of the Association in Tennessee or at such other place within or without the State of Tennessee as the Board of Directors may fix within thirty (30) days of such month, as may be determined by the Board of Directors. 

3.2. SPECIAL MEETINGS.  Special meetings of the members, unless otherwise prescribed by law, may be called at any time by the President or upon any written request of any six (6) members of the Board of Directors, or ten (10) Regular or Associate Members.  At any special meeting, only such business may be transacted which is related to the purpose or purposes set forth in the notice of the meeting.  Special meetings of members shall be designated in the notice of the meeting.

3.3. OTHER MEETINGS.  In order to provide members with appropriate information, training, or any other lawful activity, the Association may hold quarterly meetings, seminars, and/or conventions either in person or via electronic means, during which no Association business will be conducted, nor vote taken, unless such business or vote is conducted according to the applicable sections of this article.

3.4. NOTICE OF MEETINGS.  Not less than thirty (30) days notice of every annual meeting shall be given to each member whose name appears as a member of record upon the books of the Association at the close of businesses on the date fixed by the Board of Directors for the determination of members entitled to notice of such meeting in accordance with the provisions of these Bylaws.  Notice of special meetings can be made at anytime in the event of an emergency deemed by six (6) members of the Board of Directors.  Written notice of each annual and special meeting of members, other than any meeting in the giving of notice of which is otherwise prescribed by law, shall state the place, date, and hour of the meeting, and in the case of the special meeting indicate that it is being issued by or at the direction of the person or persons calling the meeting and state the purpose(s) for which it is called, and shall be given: personally, by first class mail, or by electronic mail before such meeting, to each member entitled to vote thereat.  If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to such member at its address as it appears on record of members of the Association, or if the member shall have filed with the Secretary of the Association a written request that notices are to be mailed to some other address, then directed to such member at such other address.  If transmitted electronically, such notice is given when directed to the member's electronic mail address as supplied by the member to the Secretary of the Association or as otherwise directed pursuant to the member's authorization or instructions.  An affidavit of the Secretary or other person giving the notice that notice has been given shall be evidence of the facts stated herein.

3.5. WAIVER OF NOTICE.  Notice of any meeting need not be given to any member who submits a signed waiver of notice, whether before or after the meeting.  The attendance of any member at a meeting, in person or by proxy, without protesting prior to the conclusion of such meeting shall constitute a waiver of notice by such member.

3.6. ADJOURNED MEETING AND NOTICE THEREOF.  Any meeting of members may be adjourned to another time or place, and the Association may transact at any adjourned meeting any business which might have been transacted on the original date of the meeting.  Notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken unless a new record date is fixed for the adjourned meeting by the Board of Directors.  If notice of the adjourned meeting is given, such notice shall be given to each member or record entitled to vote at the adjourned meeting in the manner prescribed in Section 3.4.

4.1. VOTING.  Every voting member shall be entitled to only one vote (ballot), regardless of the number of individuals representing a particular member who are present at a meeting.  Election of any officer or director shall be made by written ballot at the annual membership meeting or by absentee ballot; voting on all other matters except as otherwise required by law or the Articles of Association, may be authorized by a majority of the votes cast at a meeting either by show of hands or written ballot.

4.2. VOTING BY PROXY OR ABSENTEE BALLOT.  Each member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for it by proxy.  Every proxy must be signed by the member or its attorney-in-fact and shall be dated.  No proxy shall be valid after the expiration of six months from the date thereof unless otherwise provided in the proxy.  Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law.  Regular members may vote absentee ballot by sending a written request to the Association no earlier than ten (10) working days prior to the meeting where the vote will occur.  Upon written request of an absentee ballot, the designated delegate will be mailed a blank ballot and two (2) return envelopes.  One envelope will have "Absentee Ballot" printed on it and a blank space for the delegate's signature.  The signature on the ballot envelop must match the signature on the written request for the absentee ballot.  The completed ballot is to be sealed in the ballot/signature envelope and returned to the Association in the second self addressed envelope.  All absentee ballots will be transferred unopened to the corresponding meeting.

4.3.ACTION BY CONSENT OF MEMBERS.  Unless otherwise provided in the Articles of Association, whenever members are required or permitted by law, the Articles of Association, or these Bylaws to take any action to vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all of the members entitled to vote thereon.

5.1 POWERS.  Except as may be limited by the Articles of Association, the business of the Association shall be managed by the Board of Directors, consisting of Officers and At-Large Directors.  The Board of Directors may exercise all such powers of the Association, including charge over the property, control, and management of the affairs and funds of the Association, final authority over the acts of committees and officers, power and authority to establish administrative regulations, employ an Executive Director, and have such authority and do all such lawful acts and things as are permitted by law, the Articles of Association, or these Bylaws. The Board of Directors may execute notes, encumber assets, and disperse funds for such extent and purposes as they deem necessary.

b. Emeritus Directors.  At the discretion of the Board of Directors, past Presidents of the Association who remain active dues-paying Members of the Association may be appointed as Emeritus Directors of the Board.  Emeritus Directors shall have the right to attend all Board meetings but shall not have the right to vote on any issue presented to the Board.  Emeritus Directors shall not be counted for the purpose of determining the number of directors of the Association.  Emeritus Directors may be appointed to serve on a committee created by the Board.

5.3. TERM.  The initial Interim Board shall be in place until June 30, 2012.  For the election of officers, each At-Large Director serving as an Officer shall serve continuously as a director of the Association for so long as his/her status as one of the designated current or former officers of the Association shall continue.  All other At-Large Directors shall be elected at the annual meetings of the members and shall hold office until the expiration of the term for which he/she is elected and until his/her successor is duly elected and qualified, except in the event of the earlier termination of his/her term of office by reason of death, resignation, removal, or other reason.  The term of an At-Large Director shall be two (2) years with a mandatory break of one (1) year after the first two terms.  At-Large Directors shall serve on alternating term cycles so that each year approximately half of the At-Large Directors are elected at the annual meeting.  Each Emeritus Director shall be appointed for a term of two (2) years, which may be renewed at the discretion of the Board for one (1) additional two (2) year term.  

5.4. ELECTION. a. At-Large Directors.  At least one hundred (100) days prior to the annual meeting of members coinciding with the termination of the terms of the At-Large Directors, the Nominating Committee shall determine whether it is in the best interest of the Association to modify the number of At-Large Directors to be elected at the next annual meeting to expand or contract the number of positions on the Board of Directors.  The Nominating Committee will bring its recommendation to the Board of Directors for a vote. b. Nominations.  At least sixty (60) days prior to the annual meeting of the members coinciding with the termination of the terms of the Board of Directors and Officers, the Nominating Committee shall solicit nominations for the Officers and At-Large Directors for the members through an official newsletter of the Association, sent to all members.  The Nominating Committee shall review all nominations received to determine the qualifications of those nominated and shall furnish the Board of Directors a list of candidates and their qualifications for approval.  The Board of Directors shall submit a list of eligible candidates to the Association membership delegates no later than thirty (30) days prior to the annual membership meeting and shall consist of a minimum number of individuals equal to the number of Officers and/or At-Large Directors whose vacancies are to be filled who may be from Regular or Associate Member firms for consideration as Officers or At-Large Directors. c. Election Procedure.  Each Regular Member and each Associate Member shall be entitled to vote in person, by absentee ballot, or by proxy on all slates of At-Large Directors and Officers presented at the annual meeting.  The respective number of candidates in each slate receiving the highest number of votes shall be elected as At-Large Directors and Officers.   

5.5. RESIGNATION AND REMOVAL.  Any director may resign at any time upon written notice to the Board of Directors, the President, or the Secretary.  The resignation of any directors shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  Any director may be removed for cause by vote of the members or by action of the Board of Directors.  Any director may be removed without cause by majority vote of the members.  For the purpose of determining whether cause for removal of any director exists, "cause" shall include the unexcused absence of such director at more than two annual, regular, or special meetings of the Board during the calendar year; incapacitation defined as physically or mentally unable to serve; or departure from industries served defined as leaving the represented industries for six (6) months or greater.

5.6. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.  Newly created directorships resulting from an increase in the number of directors not voted on in the annual membership meeting and vacancies occurring in the Board of Directors for any reason may be filled by vote of a majority of the directors then in office, whether or not a quorum then exists with the following exceptions: a vacancy in the office of Past President shall not be filled or a vacancy in the office of President shall be filled by the Vice President and the Board shall thereupon fill the vacancy of Vice President.  A director elected to fill a vacancy shall hold office until the next meeting of members at which the election of directors is in the regular order of business and until his/her successor has been elected and qualified.  Should the Vice President not be able to become President, the Association will hold a special election in which any of the current member of the Board of Directors may be eligible to run for President and is exempt from the requirement of 2 years experience of serving on the Board of Directors and having been on the immediate past term.  This special election may take place before but no longer than 30 days of the current President vacating his/her position, and the new President shall take office immediately.

5.7. QUORUM AND VOTING.  Unless the Articles of Association provides otherwise, at all meetings of the Board of Directors a majority of the entire Board of Directors shall constitute a quorum for the transaction of business or of any specified items of business.  Emeritus Directors shall not be counted for the purpose of determining whether a quorum exists for the transaction of business.  A director interested in a contract or transaction may be counted in determining the presence of a quorum at a meeting of the Board of Directors that authorizes the contract or transaction.  In the absence of a quorum, a majority of the directors present may adjourn the meeting until a quorum shall be present.  The vote of the majority of the directors present at the time of a vote at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Articles of Association shall require the vote of a greater number.

5.8. LOCATION OF MEETINGS.  The Board of Directors may hold its meetings at any place within or without the State of Tennessee as the Board of Directors may from time to time determine.

5.9. ANNUAL MEETING OF THE BOARD OF DIRECTORS.  An annual meeting of the Board of Directors shall be called and held for the purpose of organization, election of officers, and transaction of any other business.  If such meeting is held promptly after and at the place of the specified meeting of members, no notice of the annual meeting of the Board of Directors need be given.  Otherwise such annual meetings shall be held at such time (not more than thirty days after the annual meeting of members) and place as may be specified in a  notice of the meeting.

5.10. REGULAR MEETINGS.   Regular meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors a minimum of four (4) times per year for one(1)  annual meeting and three (3) additional quarterly meetings.   After there has been such determination and notice thereof has been given to each member of the Board of Directors, no further notice shall be required for any such regular meeting.  Except as otherwise provided by law, any business may be transacted at any regular meeting. 

5.11. SPECIAL MEETINGS.  Special meetings of the Board of Directors may, unless otherwise prescribed by law, be called at any time by the President or Secretary, or upon the written request of two of the Directors then in office directed to the President or the Secretary.  Except as provided in Section 5.12 below, notice of any special meeting of the Board of Directors stating the time and place of such special meeting shall be given to each director.

5.12. NOTICE OF MEETING.  Waiver of Notice.  Notice of any meeting of the Board of Directors shall be deemed to be duly given to a director (i) if mailed to such director, addressed to him/her at his/her address as it appears upon the books of the Association or at the address last made known in writing to the Association by such directors as the address to which such notices are to be sent, at least ten (10) days before the day on which such meeting will be held, or (ii) if sent to him/her at such address by telecopy or overnight mail, not later than ten (10) days before the day on which such meeting is to be held, or (iii) if delivered to him/her personally or orally, by telephone or otherwise, not later than ten (10) days before the day on which the meeting is to be held, or (iv) if mailed electronically to such director, addressed to his/her electronic mail address as supplied by the directors to the Association or as otherwise directed pursuant to the director's authorization or instructions, not later than ten (10) days before the day on which such meeting is to be held.   

5.13. ACTION WITHOUT MEETING.  Unless otherwise provided in the Articles of Association, any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all of the members of the Board of Directors or the committee consent in writing to the adoption of a resolution authorizing the action.  The resolution and written consents thereto by the members of the Board of Directors or committee shall be filed with the minutes of the proceedings of the Board of Directors or the committee.

6.1 POWERS.  Except as may be limited by the Articles of Association, the business of the Association shall be managed by the Board of Directors and Officers.  All principal Officers have voting privileges on the Board of Directors.  The Officers may exercise all such powers of the Association and have such authority and do all such lawful acts and things as are permitted by law, the Articles of Association, or these Bylaws.

6.2. PRINCIPAL OFFICERS.  The principle Officers of the Association shall be elected by Regular and Associate Members and shall include a President, a Vice President, a Secretary, and a Treasurer (or a combined Secretary/Treasurer).   The immediate Past President is a non-elected principal Officer. 

6.3. QUALIFICATION.  Any Member of the Association who previously served as a Director, and such other qualifications as may be established by the Board of Directors or its members, is eligible to be a principal  Officer of the Association.

6.4. ELECTION AND TERM OF PRICIPAL OFFICERS.  The President and all principal officers shall be elected for two year terms by Regular and Associate Members at the annual membership meeting.  Each principle officer is eligible to serve no more than two consecutive two year terms in an office before a break must occur.  Once a break has occurred, the party shall be eligible to fill the position again and follow the same term limits.   Each officer shall hold office for the term for which he/she is elected or appointed, and until his/her successor is duly elected and qualified, or until his/her earlier death, resignation, or removal. 

6.5. PRESIDENT.  The President shall preside at all meetings of the members and of the Board of Directors at which he/she is present.  The President shall be the Chief Executive Officer of the Association and shall have general supervision over the business of the Association.  The President shall have authority to sign and execute, in the name of the Association, all authorized deeds, mortgages, bonds, contracts, or other instruments, or to delegate such authority to the Executive Director.  The President, with Board consultation, may create committees and appoint their chairperson with the exception of those committees created by these Bylaws. The President will succeed to the immediate Past President following assumption of the office of President.  The President will succeed to the immediate Past President following assumption of the office of President. The President shall have at least 2 years experience serving on the Board of Directors before being eligible to run for the seat.  Additionally, the President must have served on the immediate past term of the Board of Directors.In instances in which the seat for Presidency becomes vacant mid-term, the protocol and eligibility requirements outlined in Section 5.6 apply.

6.7. SECRETARY.  The Secretary shall act as secretary of all meetings of members and of the Board of Directors at which he/she is present and shall record all the proceedings of all such meetings in a book to be kept for the purpose, shall have supervision over the giving and service of notices of the Association, and shall have supervision over the care and custody of the corporate records and the corporate seal of the Association.  The Secretary shall be empowered to affix the corporate seal to documents the execution of which on behalf of the Association under its seal is duly authorized, and when so affixed may attest the same.   The Secretary shall have all powers and duties usually incident to the office of Secretary except as specifically limited by a resolution of the Board of Directors.  The Secretary shall have such other powers and perform such other duties as may be assigned to him/her from time to time by the Board of Directors or the President.

6.8. TREASURER.  The Treasurer shall have general supervision over the care and custody of the funds and over the receipts and disbursements of the Association and shall cause the funds of the Association to be deposited in the name of the Association in such banks or depositories as the Board of Directors may designate.  The Treasurer shall have supervision over the care and safekeeping of the securities of the Association.  The Treasurer shall have all powers and duties usually incident to the office of Treasurer, including the duties of Controller if none is elected, except as specifically limited by a resolution of the Board of Directors.  He/she shall render to the President and to the Board of Directors, whenever requested, an account of the financial condition of the Association.  The Treasurer shall have such other powers and perform such other duties as may be assigned to him/her from time to time by the Board of Directors or the President.   If, at any time, the Treasurer is unable to perform the duties here described, the President shall be responsible for performing the duties.

6.9. DELEGATION OF DUTIES OF OFFICERS.  The Board of Directors may delegate the duties and powers of any officer of the Association to any other officer or to any director for a specified period of time for any reason that the Board of Directors deem sufficient with the exception of the authority to write checks on behalf of the Association which shall only be delegated to the President, for a specified period of time for any reason that the Board of Directors deem sufficient.

7.1. COMMITTEES OF DIRECTORS.  Except as otherwise provided by law, any committee shall have such powers and authority as are explicitly delegated at the time of creation of the committee, except that no committee shall have the right to elect directors or officers of the Association; adopt, repeal, or amend the Articles of Association or Bylaws of the Association; adopt a plan of merger, consolidation, or dissolution of the Association, or revoke any such plan previously adopted by the Board of Directors; or sell, lease, exchange or otherwise distribute substantially all of the property or assets of the Association. a. Nominating Committee.  There shall be a standing Nominating Committee of the Association which shall be responsible for soliciting candidates for election to Officer and Director positions and submitting the names of potential At-Large Directors to the members at annual meetings of the members for their consideration, as well as submitting names of candidates to the Board of Directors to fill any vacancies occurring in the Board of Directors between annual meetings of the members.  The Nominating Committee shall also be responsible for determining the number of Emeritus Directors of the Association, if any, and recommending the Past Presidents of the Association who may be considered by the Board for appointment as Emeritus Directors.  The Nominating Committee shall consist of the Immediate Past President of the Association and five (5) other committee members appointed by the current President from current directors of the Association. b. Executive Committee.  In addition to the Nominating Committee, there shall also be a standing Executive Committee of the Association, which shall consist of the President, the Vice President, the Secretary, the Treasurer, and the Immediate Past President of the Association.  The Executive Committee will be responsible managing the annual evaluation of the Executive Director and/or management firm or individual contracted to perform duties for the Corporation. c.  Other Committees.  The Board of Directors may also, by resolution(s) adopted by a majority of the entire Board of Directors, create one or more other board committees, each consisting of three or more directors.  The Chairperson of each such committee will be chosen by the President from among current directors, including Honorary Directors of the Association, and remaining members of each committee shall be chosen by the Chairperson of each committee from among other current directors, including Honorary Directors of the Association.  Each such committee shall serve at the pleasure of the Board of Directors.  

7.2. AD HOC COMMITTEES.  The President shall appoint other committees that are deemed in the best interest of the Association.  Any employee of a Regular or Associate member shall be eligible to serve on any committee.  The chairperson may either be appointed by the President or selected by the committee members.   

7.3. VACANCIES OR REMOVALS IN COMMITTEES.  Vacancies in membership of any board committee shall be filled by the President if the vacancy involves the Nominating Committee, the Executive Committee, or the Chairperson of any other committee, or by the Chairperson if the vacancy involves any other member of an ad hoc committee.  One or more directors may also be designated as alternate members of any committee, who may replace any absent member at any meeting of the committee.  Members of a board committee shall hold office for such period as may be fixed by a resolution adopted by a majority of the entire Board of Directors and subject to removal at any time by vote of the Board of Directors.  Members of ad hoc committees must attend 75% of meetings to remain in the committee and may be subject to removal by a majority vote of the committee members.

The Board of Directors shall have the authority to employ or contract with a management firm or an individual for the provision of an Executive Director, who shall perform such duties as described in these Bylaws or, in the case of a management firm, any agreement executed by the Board of Directors and the management firm.   The Executive Director shall report directly to the Board of Directors, subject to the duties and responsibilities assigned the Executive Director by the Board of Directors.  Terms of employment including compensation and benefits must be approved by the Board of Directors.  An annual performance evaluation of the Executive Director will be conducted by the Board of Directors.

9.1. INDEMNIFICATION.  The Association shall, to the full extent permitted by applicable law, indemnify any person: a. Made, or threatened to be made, a party to an action by or in the right of the Association to procure a judgment in its favor by reason of the fact that he, his testator or intestate, is or was a Director or Officer of the Association, or is or was serving at the request of the Association as a Director or Officer or any other Association, partnership, joint venture, trust, employee benefit plan, or other enterprise, against amounts paid in settlement and reasonable expenses, including attorneys' fees, actually and necessarily incurred by him/her in connection with the defense or settlement of such action, or in connection with an appeal therein if such director or officer acted in good faith for a purpose which he reasonably believed to be in, or in the case or service for any other Association, partnership, joint venture, trust, employee benefit plan, or other enterprise, not opposed to, the best interests of the Association, except that no indemnification under this paragraph shall be made in respect of (i) a threatened action, or a pending action which is settled or otherwise disposed of, or (ii) any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Association, unless and only to the extent that the court on which the action was brought, or if no action was brought, any court of competent jurisdiction determines upon application that in review of all the circumstances of the case, the person is fairly and reasonably entitled to indemnify for such portion of the settlement amount and expenses as the court deems proper; and b. Made, or threatened to be made, a party to an action or proceeding other than one by or in the right of the Association to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any other Association, partnership, joint venture, trust, employee benefit plan, or other enterprise, which any director or officer of the Association served in any capacity at the request of the Association, by reason of the fact that he/she was a Director or Officer of the Association, or served such other Association, partnership, joint venture, trust, employee benefit plan, or other enterprise in any capacity, against judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys' fees, actually and necessarily incurred as a result of such action or proceeding, or any action thereon, if such director or officer acted in good faith for a purpose for which he/she reasonably believed to be in, or in the case of service for any other Association, partnership, joint venture, trust, employee benefit plan, or other enterprise, not opposed to the best interests of the Association, and in criminal actions or proceedings, in addition had no reasonable cause to believe that his conduct was unlawful.    A person who has been wholly successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in subsection (a) or (b) above shall be entitled to indemnification as authorized by law.  The termination of any such civil or criminal action or proceeding by judgment, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not in itself create a presumption that any such director did not act in good faith for a purpose for which he/she reasonably believed to be in, or in the case of service for any other Association, partnership, joint venture, trust, employee benefit plan, or other enterprise, not opposed to the best interests of the Association or that he/she had reasonable cause to believe that his/her conduct was unlawful.  Any indemnification by the Association pursuant hereto shall be only made in the manner and to the extend authorized by applicable law, and any such indemnification shall not be deemed exclusive of any other rights to which those seeking indemnification may otherwise be entitled.  No indemnification shall be made to or on behalf of any Director or Officer if a judgment or other final adjudication adverse to the director or officer established that his/her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he/she personally gained in fact a financial profit or other advantage to which he was not legally entitled.  

9.2. ADVANCEMENT OF EXPENSES.  Expenses incurring in defending  a civil or criminal action or proceeding may be paid by the Association in advance of the final disposition of such action or proceeding upon receipt by the Board of Directors of the Association of an undertaking by or on behalf of such Director or Officer to repay such amount if it is ultimately found in the applicable section  of the Tennessee Not-for-Profit Association Law that such person was not entitled to indemnification or, where indemnification is granted, to the extent the expense so advanced by the Association exceed the indemnification to which he/she was entitled.

ARTICLE TEN

Personal Liability   The Directors and Officers of the Association shall not be personally liable for any debt, liability, or obligation of the Association.  All persons, Associations, or other entities extending credit to, contracting with, or having any claim against the Association may look only to the funds and property of the Association for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Association.

Amendments  These Bylaws may be amended or repealed or new bylaws may be adopted at any regular or special meeting of the Board of Directors at which a quorum is present or represented, by majority vote, provided that notice of the alteration, amendment, or repeal was contained in the notice of such meeting.

Robert's Rules  Meetings of the members, Directors, and committees of the Association shall to the extent not covered directly or indirectly by these Bylaws be governed by and held in accordance to Robert's Rules of Order, provided that in the event of any failure to follow Robert's Rules of Order, any objection made by a member, Director, or committee member with respect to such failure must be made before the conclusion of the meeting in question or will be forever waived.