I. Name

  1. The name of the organization/agency/group shall be Memphis Technology Foundation

II. Board of Directors

  1. The Board of Directors shall serve without pay and consist of five (5) members.
  2. The Board of Directors (Board) shall serve at the pleasure of the majority of the board.
  3. Board members shall serve 1 year repeating terms.
  4. Vacancies shall be filled by the Board, and be approved by majority of current Board.
  5. Board members with multiple absences from board meetings shall be dismissed from the Board by decision of the majority remaining board so long as a quorum can be established.
  6. Board members shall be dismissed by a majority vote of the Board so long as a quorum can be established.

III. Officers

  1. The members of the board will also serve as officers and terms shall be limited to Board terms.
  2. The officers of the board shall consist of two (2) Co-chairmen, President, and Secretary nominated by the Board.
    1. Co-Chairman:
    2. Co-Chairman & President:
    3. Secretary: Bryan Robinson

IV. Committees

  1. The Board may appoint standing and ad hoc committees as needed.

V. Meetings

  1. Regular board meetings shall be held on at least once a quarter.
  2. Special board meetings may be held at any time when called for one of the board members.
  3. Agendas shall be provided at least one (1) day in advance.

VII. Voting

  1. A majority of board members constitutes a quorum.
  2. In absence of a quorum, no formal action shall be taken other than to adjourn the meeting to a subsequent date.
  3. Passage of a motion requires a simple majority (ie, one more than half the board members present).

VII. Conflict of Interest

  1. Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will refrain from discussion and voting on said item.

VIII. Fiscal Policies

  1. The fiscal year of the board shall be January 1st to December 31st.

IX. Amendments

  1. These by-laws may be amended by a two-third vote of Board members present at any meeting, provided a quorum is present and a copy of the proposed amendment(s) are provided to each Board member at least one week prior to said meeting.

X. Intellectual Property

  1. Memphis Technology Foundation maintains claim over its own Intellectual Property of its logos, icons, and other official depictions.

XI. Purpose

  1. The organization is organized exclusively for charitable, educational, and scientific purposes under Section 501(c)(3) of the Internal Revenue Code, or corresponding Section of any future federal tax code.