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BYLAWS OF
MEMPHIS FREETHOUGHT ALLIANCE, INC.

ARTICLE I

Name


The name of this organization is Memphis Freethought Alliance, Inc. abbreviated MFA.

ARTICLE II

Purpose


MFA is a cultural organization whose purpose is the advancement of education and science.  MFA provides support and fellowship to local freethinkers; promotes free speech and the exchange of ideas; provides a forum for educational films and lectures; defends the constitutional separation of church and State; opposes government sponsored religion; defends the teaching of scientific theories over non-scientific theories in public school science class; helps to eliminate prejudice and discrimination; opposes pseudoscience, flim-flam, fraud, myths, misleading information and hoaxes in the media; defends the civil rights secured by law of atheists, agnostics, secular humanists, and others who do not believe in god(s) or any other supernatural forces; and seeks improvement of society through secular humanism, science, critical thinking and rational philosophical discourse.

ARTICLE III


Members


Section 1. Membership Eligibility and Admission Procedure. Any person expressing solidarity with the purpose of MFA is eligible for membership. A person seeking membership in MFA must submit a request in writing to the Secretary or another officer, who will present it to the Executive Board. If the request is approved, that person will become a member of MFA upon payment of the annual dues for the first year.

Section 2. Dues. The annual dues will be $25.00.  The $25 annual fee is payable any day of the year.  When the payment is received, the member will be given 12 months of membership.

Section 3. Resignation from Membership. Any member desiring to resign from MFA must submit his or her resignation in writing to the Secretary or another MFA officer or director, who will present it to the Executive Board for action.

Section 4. Non-Discrimination Policy. MFA does not discriminate on the basis of sex, age, race, color, sexual orientation, or creed.

ARTICLE IV


Election and Terms of the Executive Board


Section 1. Officers/Directors and Duties. The Executive Board of MFA will be a President, a Vice-President, a Secretary, a Treasurer and three Directors. These board members will perform the duties prescribed by these bylaws and by the parliamentary authority adopted by MFA.

Section 2. Nominating Procedure. The Executive Board will appoint a Nominating Committee prior to the Annual Business Meeting. It will be the duty of this committee to nominate candidates for the offices to be filled at the Annual Business Meeting. The Nominating Committee will report at the Annual Business Meeting, where additional nominations from the floor will be permitted.

Section 3. Terms of Office. The President and Secretary will be elected in even-numbered years to serve for two years. The Vice-President and Treasurer will be elected in odd-numbered years to serve for two years. The Directors will be elected to serve for one year. All terms of office will begin immediately upon adjournment of the Annual Business Meeting in the relevant years.

Section 4. Office Holding Limitations. An officer must be a member of MFA. There is no limit to the number of times a member may hold an office.

Section 5. Filling Vacancies. The Executive Board will appoint a member of MFA to serve the remainder of the term of any office that may be or become vacant after the Annual Business Meeting, except that the President must not be so appointed unless the Vice-President declines to become President. An acting Director will be appointed to fill a vacancy whenever possible.

ARTICLE V

Meetings

Section 1. Annual Business Meeting. MFA will meet annually on the last Sunday in April, or on another day in April or May that the Executive Board may designate, for the purpose of electing officers, directors, receiving reports of officers and committees, approving a budget, providing guidance and instruction to the Executive Board, and for any other business that may arise.

Section 2. Special Meetings. Special Meetings may be called by the President or by the Executive Board or may be called upon the written request of seven members of MFA. The purpose of the meeting must be stated in the call. At least 72 hours notice will be given, except in cases of emergency.


Section 3. Quorum. Those members present at an Annual Business Meeting will constitute a quorum for that meeting. Seven MFA members will constitute a quorum for a Special Meeting, which includes (a) 2 officers or directors and (b) the President or Vice President.  The officers and directors will be counted to compose the seven member quorum.  For monthly Executive Board meetings, the presence of three board members (directors or officers) will constitute a quorum.

Section 4. Other Events. In keeping with the purpose of MFA, the Executive Board should schedule at least one event every month that is educational, entertaining, free of charge and open to the public, such as a lecture, panel discussion, debate, film, or social gathering. From time to time, informal meetings may be held at which members may offer feedback and suggestions. However, no business is official unless it is conducted at an Annual Business Meeting or Special Meeting as described above.


ARTICLE VI


Duties of the Executive Board


Section 1. Board Composition. The officers of MFA (which include the Directors) will constitute the

Executive Board.


Section 2. Board Duties and Powers. The Executive Board will have full power and authority over the affairs of MFA between Annual Business Meetings, unless expressly prohibited by these bylaws or by any standing rules that MFA may adopt. The Executive Board will correct and approve the minutes of Annual Business Meetings and Special Meetings.


Section 3. Budget. The Executive Board will submit a budget for approval at the Annual Business Meeting.  The treasure will develop the proposed budget for approval.  Unless otherwise ordered, the Executive Board is authorized to make such adjustments to the budget as it deems necessary for the proper functioning of the organization. Large or significant changes should be approved at a Special Meeting.

Section 4. Maintenance of the Listserv. The Executive Board will maintain an official e-mail distribution list. This list may contain e-mail addresses of persons who are not members of MFA. A posting to this list will satisfy the requirement of previous notice for all purposes not expressly prohibited by these bylaws or any special rules that MFA may adopt.

Section 5. Board Meetings. Unless otherwise ordered by the Executive Board, regular meetings of the Executive Board will be held on the first Sunday of each month. Special Meetings of the Executive Board may be called by the President and will be called upon the written request of three members of the Executive Board with a 72 hour prior notification except in an emergency.

ARTICLE VII


Committees


The President will appoint such committees, standing or special, as the organization or the Executive Board may from time to time deem necessary. The President will be ex officio a member of all committees except the Nominating Committee.


ARTICLE VIII


Amendment of Bylaws


These bylaws may be amended at any Annual Business Meeting or Special Meeting by a two-thirds vote, provided that previous notice is given.  The amended bylaws will be dated and signed by the secretary and President.


ARTICLE IX


Dissolution


Upon the dissolution of MFA, its assets remaining after payment, or provision for payment, of all debts and liabilities of MFA shall be distributed for one or more exempt purposes within the meaning of Section 501(c)3 of the Internal Revenue Code.  The exempt purpose organizations in which assets will be distributed will be determined by a two-thirds majority vote of the MFA Executive Board and must go to another freethought (skeptic, atheist, agnostic) organization such as the Freedom From Religion Foundation, Center For Inquiry, The Skeptics Society, or a comparable freethought organization. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principle office of MFA is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine.


People of different creeds may join MFA, Inc; however, MFA Officers must follow and act in a manner consistent with the mission and purpose of MFA, Inc while representing or acting on behalf of MFA, Inc.

 

 

Version: January 20, 2010