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The Tennessee Trial Lawyer Association works to protect the civil justice system and advocates for accountability and the rights of all citizens.

Tennessee Trial Lawyers Association
629 Woodland Street
Nashville, TN 37206-4211
(615) 329-3000    Fax (615) 329-8131

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BYLAWS
OF
THE TENNESSEE TRIAL LAWYERS ASSOCIATION
Revised June 17, 2016


ARTICLE I - Name

The name of this association shall be the Tennessee Trial Lawyers Association, hereinafter referred to as The Association or TTLA.


ARTICLE II - Objectives and Goals

2.1       The objective and goals of The Association shall be to uphold and defend the principles of the Constitutions of the United States and of the State of Tennessee; to advance the science of jurisprudence; to train in all fields and phases of advocacy; to promote the administration of justice for the public good; to uphold the honor and dignity of the profession of law; and especially to advance the cause of those who are damaged in person or property or who must seek redress therefore; to encourage mutual support and cooperation among members of the bar; and, to uphold and improve the adversary system and trial by jury.   


ARTICLE III - Offices

3.1       The Association may have such offices at such places in Davidson County as the Board of Governors from time to time determines or the business of The Association requires.

3.2       The Executive Director shall administer the affairs of The Association.  The Executive Director shall be selected upon the concurrence of the President and a majority of the Executive Committee.  His or her employment may be terminated at any time upon a vote of a majority of the Executive Committee.  The Executive Director shall, in consultation with the President and within the budgetary limits of The Association, have the responsibility of hiring, firing, and maintaining all staff personnel.  He or she shall perform all such other services incident to his or her office and as are from time to time required or directed by the Board of Governors or Executive Committee.


ARTICLE IV - Membership

                               4.1       There shall be the following classes of membership:

4.1.1 (A)          Regular Members - Any person who is licensed to practice law in any country, state or jurisdiction; who is of good moral character and is engaged in any field or phase of advocacy; and who, if involved in workers’ compensation or negligence cases, represents plaintiffs at least 51% or more of the time in workers’ compensation or negligence cases; and who is committed and devoted to the concept of a fair trial, the adversary system, and a just result for the injured, the accused, and those whose rights are jeopardized, shall be eligible for regular membership and shall continue to be a regular member in good standing upon the payment of periodic dues and during continued adherence to the objectives of The Association, to which the members subscribe in writing, and the qualifications for regular membership.

4.1.1 (B)          Dues for Regular Members - Regular Members shall be required to pay annual dues in one of two categories: the first category to be identified as an attorney in practice three (3) to nine (9) years and the second category to be identified as an attorney in practice ten (10) years or more.  The dues of the various classes of membership shall be established from time to time by the Board of Governors as set forth in Section 4.2 of this article.

4.1.2    Sustaining Members - A regular member may become a sustaining member upon the approval of the Board of Governors and by paying the annual dues required for sustaining membership.  A sustaining member shall have at least the same rights and privileges of a regular member.  A regular member must have been such for a minimum of one (1) year before applying for sustaining membership.

4.1.3   Life Members - A regular member may become a life member upon the approval of the Board of Governors and by paying the dues required for life membership.  The life member shall have at least the same rights and privileges of a regular member.  A regular member must have been such for a minimum of five (5) years before applying for life membership.

4.1.4    Student Members - A law student who is engaged in a course of study at a law school and who is of good moral character shall be eligible for student membership and shall continue to be a student member in good standing upon payment of periodic dues and during continued adherence to the objectives of The Association and the qualifications for student membership.  A student member shall receive benefits, rights and privileges of membership as granted by the Board of Governors, but such rights and privileges shall not include the right to vote, to hold any office of The Association or to become a sustaining or life member of The Association.


4.1.5    New Members - New Members are those members that are subject to the same requirements for membership as Regular Members and have been in practice zero (0) to three (3) years.  New Members shall have all benefits, rights and privileges as those of a regular member with the exception as to years of membership for qualification as a Sustaining or Life Member as provided for in 4.1.2 and 4.1.3.

 

4.1.6    Public Sector Members - Public Sector Members are licensed attorneys of good moral character employed by a city, county, state or federal governmental agency that adhere to the objectives of The Association, Public Sector Members shall receive all benefits, rights, and privileges of regular membership.

4.1.7    Paralegal Affiliate Members - Paralegal Affiliate Members are paralegals who are of good moral character and are qualified through education, training and/or experience to perform substantive legal work under the direction of an attorney member.  The majority of work is at least 51% on behalf of the plaintiffs.  The legal work performed is in accordance with The Association's mission and is attested to by a Regular, New, Young, Sustaining, or Life member.  A paralegal affiliate member shall receive benefits, rights and privileges of membership as granted by the Board of Governors, but such rights and privileges shall not include the right to vote, to hold any office of The Association or to become a sustaining or life member of The Association.

4.1.8   Associate Members - Associate Members are those members that are subject to the same requirements for membership as Regular Members except that who, if involved in negligence or workers' compensation cases, represent defendants at least 51% or more of the time in negligence or workers' compensation cases.  An Associate Member shall receive all benefits, rights, and privileges of regular membership as granted them by the Board of Governors, but such rights and privileges shall not include the right to vote, to hold any office in The Association or to become a Sustaining or Life Member of The Association.  Dues for Associate Members shall be determined by the Board of Governors.

 

4.2       The dues of the various classes of membership shall be established from time to time by the Board of Governors.

4.2.1    Dues shall be payable annually thirty (30) days in advance of the month representing the membership anniversary of the member.  If the dues of any member be unpaid for a period of sixty (60) days after the same shall have become payable, the treasurer shall cause to be mailed a notice of delinquency.  If the dues of any member have not been paid within sixty (60) days of the mailing of such notice of delinquency, such membership shall automatically terminate on that date by reason of such nonpayment, but the Board of Governors may provide for subsequent reinstatement.

4.3       Any member (not including paralegal affiliate members) who does not hold a license to practice law or is not in good standing with the Tennessee Supreme Court shall be expelled for the period of any suspension or disbarment.  Also a membership may be terminated for non-payment of dues.  Persons ceasing to be members for any cause forfeit all rights and privileges of membership.


ARTICLE V - Officers

5.1       The officers shall be the president, president-elect, three vice-presidents, secretary, treasurer and parliamentarian.  These officers shall perform the duties prescribed by these bylaws.

5.2       The president shall be the chief executive officer of The Association.  The president shall preside at all meetings of The Association and the Board of Governors; shall direct the affairs of The Association with the advice and consent of the Board of Governors; and, unless otherwise provided for in these bylaws, shall appoint all committees.

5.3       The president-elect shall perform duties as delegated to the president-elect by the president.  The president-elect shall preside at meetings in the event of the temporary absence of the president and shall automatically succeed to the office of president at the end of the president’s term.

5.3.1    Any member from any grand division of the state may run for and be elected President-Elect of The Association subject to the following limitations: no one shall qualify for election to the office of president-elect unless the Executive Committee certifies that the individual has fulfilled four (4) full days of legislative service during the prior year and has spent an additional two days during the prior year, one devoted to increasing membership and one devoted to LIFT recruitment.  

5.4       A vice president shall be elected from each grand division and shall perform duties as delegated to them by the president.  Additionally, each vice president shall commit a minimum of four (4) full days of legislative service annually and shall coordinate and lead a minimum of two (2) days’ work sessions annually in the vice president’s grand division, one devoted to increasing membership and one devoted to LIFT recruitment.  No vice president shall qualify for re-election or for election to the office of president-elect unless the Executive Committee certifies (a) that the vice president has fulfilled the referenced minimum requirements and (b) that the vice president has reasonably performed the duties otherwise delegated by the president during the vice president’s term. [note: last sentence added in 2009 amendment]

5.5       The secretary shall keep the minutes of all meetings of The Association, the Board of Governors, and the Executive Committee; shall be the official custodian of all records of The Association; shall direct the mailings of all notices required to be given; and, shall keep accurate census of the membership.

5.6       The treasurer shall be the official custodian of the funds of The Association.  The treasurer shall collect all dues and monies of The Association; shall direct the keeping of accurate books of account; shall submit financial reports to the Board of Governors at its regular meetings and to the membership at the annual convention; and shall receive, disburse and invest the funds of The Association in the manner directed by the Board of Governors.

5.7       The parliamentarian shall advise the presiding officer on questions of parliamentary procedure in accordance with Robert’s Rules of Order Newly Revised.  The parliamentarian shall perform other duties as directed by the president and shall advise the president, the Board of Governors, and The Association on questions pertaining to The Association’s bylaws.

                                5.8       The president and the president-elect shall not reside in the same grand division.

5.9       The officers shall serve for one (1) year, or until their successors are elected.  The term of office shall begin at the close of the business meeting of the annual convention.  No one member shall hold more than one office at a time.  No member may hold any one office of The Association for more than three consecutive one (1) year terms.

5.10     In the event of a vacancy in the office of president, the duties, powers and responsibilities of the president shall be assumed immediately by the next officer in the line of succession as follows: president-elect, but if the president-elect cannot serve, then whichever vice president of a grand division has served in the office of vice president the longest (i.e. the longest who has served in the office of either vice president (Eastern Grand Division), vice president (Middle Grand Division), or vice president (Western Grand Division)); should no vice president be able to serve, the next in the line of succession shall be secretary then treasurer. Should any two vice presidents have served the same length of time, then the line of succession shall be by seniority of grand division as follows: vice president (Eastern Grand Division), vice president (Middle Grand Division), vice president (Western Grand Division).

5.11     In the event of a vacancy in the office of president-elect, the duties, powers and responsibilities of the president-elect shall be assumed immediately by the next officer in the line of succession as follows:  whichever vice president of a grand division has served in the office of vice president the longest (i.e. the longest who has served in the office of either vice president (Eastern Grand Division), vice president (Middle Grand Division), or vice president (Western Grand Division)); should no vice president be able to serve, the next in the line of succession shall be secretary then treasurer. If the newly assumed presidential position and the president-elect would reside in the same grand division, the president-elect position would rotate to the vice president of one of the other two grand divisions who has served the longest as vice president.  Should any two vice presidents have served the same length of time, then the line of succession shall be by seniority of grand division as follows: vice president (Eastern Grand Division), vice president (Middle Grand Division), vice president (Western Grand Division).

5.12     In the event of a vacancy in the office of vice president, secretary or treasurer, notice of the vacancy shall be given to the members of the Board of Governors, which shall elect to fill the vacancy by a majority vote at a meeting to be held not sooner than thirty (30) days after such notice has been given.  The officer so elected shall serve until the next annual convention.

5.13     For purposes of this article, a vacancy arises upon the death or resignation of an officer, or upon certification by two-thirds (2/3) vote of the Board of Governors that an officer is mentally or physically unable to fulfill the duties of office.

5.14     The removal of any officer for good cause may be effected by a two-thirds (2/3) vote of the Board of Governors, provided, however, that notice of intent to propose such action is given to the members of the Board at least thirty (30) days prior to the vote.  Such notice shall suffice also to fulfill the notice requirement in Section 5.12 of this Article.


ARTICLE VI - Board of Governors

6.1       The Board of Governors shall be the managing body of The Association and shall direct its affairs.

6.2       The Board of Governors shall consist of the president, president-elect, vice presidents, secretary, treasurer, and forty (42) governors elected in accordance with these bylaws.  All past presidents and members of The Association who hold an office in the AAJ shall be ex-officio members of the Board of Governors.  Ex-officio members shall have the same voting privileges as other members of the Board, provided they have met the requirements established by the Board.

There shall also be Three (3) Young Lawyers, one from each Grand Division, appointed by the President to serve on the board. They will assist the Vice Presidents in membership duties for The Association and other entities as directed, and shall have the same voting privileges as other members of the Board provided they have met the requirements established by the Board. 

6.3       Three (3) governors shall be elected from each of the nine (9) congressional districts.  Fifteen (15) Governors shall be elected from the state at large.  All Governors shall be elected for a term of one (1) year.
 

6.4       Meetings of the Board of Governors shall be held upon the order of the president or upon written request of any fifteen (15) members of the Board of Governors.  In any event, a meeting shall be held at the annual convention.

6.5       The Board of Governors shall have the right to appoint all executive and staff positions which it deems necessary to carry out the functions of The Association.  The compensation and duties of all such executive and staff positions shall be approved by the Board of Governors.

6.6       Any vacancy in the Board of Governors occurring during a term of office may be filled at any meeting of the Board of Governors except as otherwise provided in Article V.

6.7       No commitment or expenditure of any funds of The Association shall be made by any Officer or member except as provided in the annual budget, or in emergencies as declared by the Executive Committee.  If an emergency is declared by the Executive Committee, then the Executive Committee may collect or expend as many unbudgeted funds as they, in their discretion, believe necessary to address the emergency.  Otherwise, the Executive Committee may authorize unbudgeted expenditures of up to $ 15,000.  The Board of Governors may authorize, at its discretion, funds in addition to the budget for the good and welfare of The Association.

6.8       All officers and members of the Board of Governors must execute a Conflict of
Interest and Confidentiality Agreement.

 

ARTICLE VII - Executive Committee
 

7.1       There shall be an Executive Committee of the Board of Governors which shall consist of the president, president-elect, immediate past president, vice presidents, secretary, treasurer, parliamentarian, and three (3) members of the Board of Governors selected by the president.

7.2       The Executive Committee shall not countermand actions taken by the Board of Governors and will be bound by specific instructions given to it by the Board of Governors.

7.3       Six (6) members of the Executive Committee shall constitute a quorum, and action shall be decided by a majority vote.

7.4       The Executive Committee shall be empowered to do all acts and perform all functions which the Board of Governors itself performs, provided such acts or functions are necessary for the operation and management of The Association before the next regularly scheduled meeting of the Board of Governors.

7.5       The Executive Committee shall keep minutes of its meetings and shall distribute them to the members of the Board of Governors.


ARTICLE VIII - Committees

8.1       The Board of Governors may from time to time establish committees, abolish committees, and determine the jurisdiction of committees, subject to the provisions of this article.

8.2       There shall be such committees as the president at the president=s discretion may establish or as the Board of Governors may direct the president to establish.

8.3       The president shall appoint members to serve on such committees for terms not extending beyond the duration of the president’s term except in the instance of the standing committees.  At least two (2) members of each standing committee shall serve for a term of two (2) years to insure continuity.  In the event of a vacancy on any committee, the president shall appoint a new member to complete the term of the position vacated. For the Ethics Committee (comprised of nine members), the terms of the members shall be initially staggered, such that three members shall be appointed where each shall serve a one (1) year term; three members shall be appointed where each shall serve a two (2) year term; and three members shall be appointed where each shall serve a three (3) year term.  At the expiration of each term of each member and thereafter, each member’s term shall be for three (3) years. 

                                8.4       The Association shall have the following standing committees:

                                                       8.4.1    Committee on the Budget

                                                       8.4.2    Committee on Continuing Legal Education

                                                       8.4.3    Committee on Legislation

                       8.4.4    Committee on Membership

                       8.4.5    Committee on Publications

                                                      8.4.6    Committee on Consumer and Community Affairs

       8.4.7    Committee on Ethics, which shall be comprised of nine members, three of which shall be past presidents of The Association; the Committee on Ethics shall have three members from each of the three Grand Divisions of the State (East, Middle and West).

8.5       No committee of The Association is authorized to expend funds of The Association without the express approval of the Board of Governors.


ARTICLE IX - Meetings and Conventions

9.1       There shall be an annual convention held at a time and place established by the Board of Governors.

9.2       A business meeting, including the election of officers and governors as required by these bylaws, shall be held during the annual convention.

9.3       There shall be such interim business meetings as shall be called by the president with the advice and consent of the Board of Governors.

9.4       Only members in good standing shall be eligible to vote during elections or business meetings or to hold office in The Association.

9.5       Unless otherwise provided by these bylaws, the business of The Association shall be conducted according to Robert’s Rules of Order Newly Revised.

9.6       Except for the Annual Meeting where actual physical presence of members is required, members of the board of governors or any committee designated by the president or board may participate in a meeting or committee by means of conference telephone or similar communications equipment.  All persons participating in such meetings must be able to hear each other at the same time.  Such participation shall constitute presence in person at the meeting.  Participation including voting by electronic means shall be included in the determination of a quorum majority.  Meetings except for the Annual Meeting may be conducted by electronic means such as teleconference or web-based conferencing technology.

9.7       Except at the annual convention, during the regularly scheduled meetings of the Board of Governors, a majority of board members eligible to vote is not required for a quorum.  Providing the meeting of the Board of Governors is at a regularly scheduled meeting or one announced to all board members with 30 days notice, a decision by the Board of Governors is effective when approved by a majority of the eligible board members present at the meeting.  Being “present” at the meeting includes those members attending the meeting by electronic means, as set out in paragraph 9.6. 


ARTICLE X - No Proxies

                               10.1     There shall be no right to vote by proxy.


ARTICLE XI - Corporate Seal

                                11.1     The Association shall not have a corporate seal.


ARTICLE XII - Amendment of Bylaws

12.1     The bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the members present only at the business meeting held during the annual convention, or at the annual budget meeting in August, or at the mid-year
convention meeting.  

12.2     Any proposed amendments to the bylaws must be made in writing to the President and the Executive Director at least 30 days prior to any meeting listed in part 12.1 of these bylaws. Written notice must also be given to the entire membership for consideration thirty (30) days prior to the Annual Meeting.

                                                                                        This copy of the bylaws incorporates latest revisions dated June 17, 2016.