On March 2, 2019, the SAHC Board voted unanimously proposing to amend and restate SAHC’s Charter and Bylaws.
SAHC members as of the record date of March 7, 2019, are entitled to notice of the proposed amendments to the Charter and Bylaws, and to vote on them.
At the Appalachian Spring celebration on May 16, the proposed amended and restated SAHC Charter and Bylaws will be submitted to SAHC’s membership for approval. For the new organizational documents to take effect, 2/3 of SAHC’s membership must approve them. That’s more than 1,000 votes needed!
You can help this process by reviewing the amended Charter and Bylaws and giving your proxy to the SAHC board chair now for the meeting. It’s fast and easy, and your proxy will help SAHC secure the votes needed to approve our revised governing documents.
Of course, we hope to see you at the celebration for the in-person vote, but even if you plan to join us on May 16, please give your proxy now in order to help us accumulate as many proxies as possible in advance.
SAHC has not amended its Bylaws since 1992 nor updated its Charter since 1984. Since the current Charter and Bylaws were adopted, our operations have expanded, we have many more conservation easements, properties we own and manage, educational programs and long-term conservation relationships with government agencies and private landowners, and our staff and budget have grown.
We were first incorporated as a nonprofit corporation in 1974 under the then Tennessee General Corporation Act of 1968, which was repealed in 1987 with adoption of the Tennessee Nonprofit Corporation Act. The 1987 Act, as amended now governs SAHC.
It is important to update SAHC’s governing documents to reflect current law, and the professionalism and public accountability that are expected of a modern non-profit organization of our size.
Further, in order to maintain our status as a nationally accredited land trust by the Land Trust Accreditation Commission, we are required to review our Charter and Bylaws periodically, and update them if needed. Our documents were definitely in need of updating after so many years.
The most significant change in the documents is to update SAHC’s decision-making structure from a member non-profit corporation to a non-member non-profit corporation. The “members” of a member non-profit are similar to shareholders of a for-profit corporation in that they vote to approve new members of the board of directors, and to amend the organization’s Charter and Bylaws. Non-member nonprofit corporations were not authorized in 1974, but have been authorized since the 1987 Act, and are now the standard for modern nonprofit corporations.
Under the proposed amended and restated Charter and Bylaws, the board will approve new board members and amendments to the Charter and Bylaws, rather than presenting such decisions to the full membership. We believe this new structure will be a more efficient and manageable form of governance, and will provide certain protection for SAHC’s assets and purposes. We will continue to ask for input from SAHC’s supporters.
The proposed amendments will not change SAHC’s relationship with our supporters, our communications, or our active engagement with our donors. SAHC will continue to have an annual meeting with supporters, friends and donors (our “members”), where we will provide reports on the organization’s programs and activities and recognize the service of our volunteers and supporters.
The amended and restated documents are the culmination of two years of diligent work updating the Charter and Bylaws by SAHC’s Governance Committee. Special thanks to John Mason, an SAHC Trustee and Governance Committee member who led the process of drafting the revised documents. John is an attorney who has prepared the Charter and Bylaws for a number of non-profit organizations over the course of his career. We also want to thank Frank Johnstone, an attorney with the Wilson Worley law firm in Kingsport, who consulted with SAHC to assure compliance with Tennessee law.
You can find a summary of the proposed changes to the Charter and Bylaws below, along with links to the current Charter and Bylaws so that you can compare the old and new documents.
Thank you for filling out the proxy form and helping us in this process. Your help with this is key in order for SAHC to be able to adopt the amended Charter and Bylaws.
Please don’t hesitate to contact us with any questions or concerns about the proposed changes.
Thanks for supporting SAHC!
Summary of proposed changes to SAHC Charter and Bylaws
Charter (References are to the Amended and Restated Charter)
- Updates the address of SAHC’s principal office and registered agent in Tennessee (Items 2 and 3)
- Identified SAHC as a “public benefit corporation.” (Item 5. This is a new provision under the Tennessee Nonprofit Corporation Act.)
- Describes SAHC’s “general” purposes with more clarity and specificity (Item 6a), specifies a purpose to solicit and accept charitable funds and assets, to support conservation of natural resources (Items 6bi, ii, iii, iv and v) and provides for charitable, scientific and educational purposes in accord with Tennessee law.
- Specifies in detail IRS requirements and benefits for tax exempt status (Item 7).
- Provides SAHC shall not have “members” (Item 8) Referred to in the letter, above.
- Provides for supporting entities and persons with benefits such as “newsletter, publications and recognitions.” (Item 9) Referred to in the letter, above.
- Consolidates certain provisions in current Charter paragraphs 6 and 7 dealing with power of nonprofit corporations and IRS requirements for qualified, nonprofit organizations (Items 10 and 11).
- References the immunity, indemnification and insurance protections for directors, officers, employees and agents of SAHC acting in good faith under Tennessee law. (Item 12).
- Modifies the process for distributing SAHC’s assets if we were ever to be dissolved, by allowing SAHC’s board to identify an organization or organizations consistent with SAHC’s purposes to receive the assets. The old Charter states that Appalachian Trail Conference would receive SAHC’s assets, which would include all our conservation lands and conservation easements. Because SAHC’s conservation program includes geographic areas that are not the focus of the Appalachian Trail Conservancy, there may be other organizations in addition to the Appalachian Trail Conservancy, which could be appropriate to receive portions of SAHC’s assets. (Item 13).
- Adds references to the Tennessee Code (Item 14).
Bylaws (References to Articles are to the Amended and Restated Bylaws)
ARTICLE I. Name, Address and Registered Agent
Updates Sections 1.1 and 1.2 of current bylaws, provides for the “assumed name” SAHC and refers to the principal office.
ARTICLE II. Purposes
Updates Sections 1.2 and 6.2 of current Bylaws, specifies the corporation is a “public benefit” nonprofit corporation exclusively for charitable, scientific and educational purposes under Section 501(c)(3) IRC, provides that SAHC is to have tax exempt status and must fulfill its purposes to comply with IRC and Treasury regulations, and the SAHC Charter and Bylaws. Section 4 provides SAHC may modify conditions on a gift if the condition becomes unnecessary, incapable of fulfillment or inconsistent with SAHC purposes.
ARTICLE III. Membership
Amends Sections 2.1 and 2.2 of current Bylaws; provides that SAHC is a non-member nonprofit corporation; provides for “supporters”; provides that current “founding and life members” continue as supporters without need for additional contributions; and provides for an annual meeting of supporters with a report of the current status, programs and activities of SAHC.
ARTICLE IV. Board of Directors
Amends sections 3.1, 3.2, 3.3 and 3.4 of current Article III “Trustees,” and amends section 5.2 by specifying the powers and function of the Board of Directors (who may be called “Trustees”); changing the number of directors to no fewer than 13 and no more than 19; providing that the Executive Director is an ex-officio member without vote; specifying “qualifications” for directors; providing generally for regional residency of board members; providing for term-of-office, election, resignation, removal of directors; requires directors to discharge their duties in “good faith”; specifies that directors serve without compensation; requiring directors to avoid conflicts of interest with SAHC; and allows the board to delegate certain duties as allowed by laws.
ARTICLE V. Meeting and Action of the Board of Directors
Amends sections 3.5, 3.6, 6.4 and 6.5 of current Bylaws by providing details for regular, special and annual board meetings, changes quorum requirement from 1/3 of the board to a majority of the board, provides for written consent for Directors to act without a formal meeting, allows for “electronic” consent, allows for meetings by means of simultaneous communication, requires minutes of all meetings, and allows for an “adjourned” meeting to be reconvened.
ARTICLE VI. Notices
Amends section 3.5 of current Bylaws and provides for all notices to Directors and committee members to be in writing to be delivered “personally, by mail, by private carrier, by telephone, telegraph, teletype or other forms of wireless communication (electronically)”; specifies the period of notice prior to a meeting and provides for waiver of notice for meetings.
ARTICLE VII. Committees
Amends Article IV of current Bylaws by specifying standing committees of the board; provides that the Chair of the Board shall appoint committee members subject to Board approval; provides for powers and limitations of committees; requires minutes of committee meetings; provides for membership of the Executive Committee and its duties; and requirements for the composition, duties, goals responsibilities, and meetings of standing committees other than the Executive Committee.
ARTICLE VIII. Officers
Amends section 3.7 of current Bylaws by rewriting that section; providing for removal from office; specifying no officer compensation; re-defining the duties of each office and providing that officers shall discharge their duties in “good faith.”
ARTICLE IX. Executive Director (New)
Specifies the duties of the Executive Director and requires an annual performance evaluation by the Executive Committee to be submitted for board action as determined to be appropriate.
ARTICLE X. Finances (New)
Restates the fiscal year described in section 6.1 of current Bylaws; provides for an annual budget, annual audit, and annual report; requires the Board to adopt a fiscal policy for SAHC with “sound financial controls”; authorizes contracts as approved by the board; restates current section 5.1, which generally prohibits all loans without board approval; and provides for checks and drafts as determined by the board.
ARTICLE XI. Miscellaneous (New)
Restates sections 6.2, 6.3 and 6.7 of current Bylaws; provides for SAHC bank deposits; specifies board resolution for bonding officers, agents and employees of SAHC; approves the current corporate seal; specifies procedural rules; and requires corporate records.
ARTICLE XII. Amendment
Amends section 6.6 of current Bylaws by providing the SAHC Charter and Bylaws may be amended, revised, or repealed by a 2/3 majority vote of the Board.
ARTICLE XIII. Dissolution (New)
Provides that upon dissolution of SAHC (if such is ever necessary) that assets will be distributed according to the Amended and Restated Charter.