RULES and PROCEDURES OF THE FELLOWS COMMITTEE

a) Committee. The Bar Fellows Committee (the "Committee") is a committee of the CHATTANOOGA BAR FOUNDATION (the "Corporation") created under Article 6 of the Bylaws of the Corporation. Funds collected by the Committee pursuant to Article 3.2(d) and any other funds collected by or on behalf of the Committee or the Fellows (as defined in Article 3.1) shall constitute the "Fellows Fund" of the Chattanooga Bar Foundation. The Committee shall administer the Fellows Fund in accordance with these Rules and Operating Procedures. The Committee shall have all of the rights and privileges legally exercisable by a committee of a nonprofit corporation, except as may otherwise be provided by these Rules and Operating Procedures.

b) Principal Office. The principal office of the Committee shall be the same as the Corporation, which presently is Pioneer Building, Suite 420, 801 Broad Street, Chattanooga, Hamilton County, Tennessee.

ARTICLE 2) - PURPOSES

The purposes of the Committee shall be to promote and improve the legal profession, including the following:

To promote and improve the study of law and research therein, the diffusion of knowledge hereof, and the continuing education of lawyers;

To promote improvements in the administration of justice and the uniformity of judicial proceedings and decisions;

To elevate the ethical standards of the bench and bar, and to encourage compliance with these standards;

To improve relations between the members of the legal profession, the judiciary and the public;

To relieve, aid and assist, as charitable acts, deserving lawyers who shall be ill, incapacitated or superannuated and in need of aid;

To create scholarships for worthy applicants, based upon moral standards, scholastic achievements, aptitude and need of financial assistance;

To advance the science of jurisprudence; and

To provide funds for and promote any charitable undertaking deemed beneficial for the benefit of the community and recognized as exempt from federal taxation under §501(c)(3) of the Internal Revenue Code.

ARTICLE 3) - MEMBERS

a) Members. Members of the Committee shall be those persons (i) who are fully paid Fellows of the Chattanooga Bar Foundation and (ii) who have been invited to become Fellows of the Chattanooga Bar Foundation and have made the commitment to pay the requisite fee required to become a Fellow as provided in Article 3.2(d) below. Members shall have the rights and privileges as may from time to time be granted to them by the Committee. For the purpose of these Rules and Operating Procedures, the terms “Fellow” and "Member" shall be used interchangeably.

b) Number, Tenure, and Qualifications. The number of Fellows from any law firm shall not exceed ten percent (10%) of the total number of Fellows. This percentage may be increased or decreased from time to time by the Committee by amendment of these Rules and Operating Procedures. At its annual meeting or at any other appropriate time, the Committee shall elect individuals to become new Fellows. In any given year, no single law firm may have more than one (1) of its attorneys elected as a new Fellow. Fellows shall retain membership in the Committee for life subject to the right of the Committee to terminate a Fellow for conduct determined by the Committee to be prejudicial to the objectives of the Committee.

In order to become a Fellow, a person must meet the following requirements:

i) be at least thirty-five (35) years of age;

ii) have been licensed and practicing law for at least ten (10) years at the time of admission;

iii) have been nominated by another Fellow;

iv) make a commitment to contribute one thousand dollars ($1,000) to the Fellows Fund of the Chattanooga Bar Foundation, which payment may be at the rate of two hundred dollars ($200) annually thereafter until all has been paid.

c) Annual Meetings. An annual meeting of the Committee shall be held on the fourth Monday in April of each year, or, if the notice of the meeting designates it as an annual meeting, at any time within the three months following the close of the fiscal year or at such other time as the officers may designate. The purpose of the annual meeting shall be to elect officers and Fellows and to transact such other business as may properly be brought before the meeting.

d) Regular Meetings. Regular meetings of the Committee may be held without notice as scheduled by the officers of the Committee.

e) Special Meetings. A special meeting of the Committee shall be held on call of the Chair or ten percent (10%) of the Members.

f) Place of Meetings. Committee meetings shall be held at the principal office of the Committee, or at any other place, within or without the State of Tennessee, as the officers may from time to time select or at any place designated in the notice of a meeting.

g) Notice of Meetings. Written, printed or electronic notice stating the place, day and hour of the meeting of the Committee shall be delivered either personally or by mail by or at the direction of the officers or the person or persons calling the meeting, to each Member. Such notice shall be delivered not less than two (2) days, nor more than thirty (30) days before the date of the meeting and shall be deemed to be delivered if mailed when deposited in the United States mail addressed to the Member at his last known address, with postage thereon prepaid; and if delivered, when actually received by the Member.

h) Waiver of Notice. A Member may waive any notice required by these Rules and Operating Procedures before or after the date and time stated in such notice. Except as provided in the next sentence, the waiver must be in writing, signed by the Member entitled to the notice, and delivered to the Committee for inclusion in the minutes or filing with the Committee records. A Member’s attendance at a meeting (i) waives objection to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting; and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Member objects to considering the matter when it is presented.

i) Quorum. At all meetings of the Committee, a majority of the Members shall constitute a quorum for the transaction of business. Except with respect to indemnification proceedings, common or interested Member may always be counted in determining the presence of a quorum at a meeting of the Committee. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any of those present. A meeting may be adjourned despite the absence of a quorum.

j) Voting. The affirmative vote of a majority of the Members present at a meeting at which a quorum is present shall be the act of the Committee, except in instances where these Rules and Operating Procedures require the affirmative vote of a majority of the entire Committee.

k) Presiding Officer. Meetings of the Committee shall be presided over by the Chair, or if the Chair is not present, by the Vice Chair. If neither the Chair nor the Vice Chair is present, the Secretary-Treasurer shall preside.

l) Presumption of Assent. A Member who is present at a meeting of the Committee shall be presumed to have concurred in any action taken at the meeting, unless the Member objects at the beginning of the meeting (or promptly upon arrival) to holding the meeting or transacting business at the meeting, or unless the Member's dissent or abstention thereto is entered in the minutes of the meeting, or unless the Member submits a written dissent to the person acting as the presiding officer of the meeting before its adjournment or to the Committee immediately after adjournment. Such rights to dissent shall not apply to a Member who voted in favor of such action.

m) Action by Consent. Members may take any action which the Committee is required or permitted to take without a meeting on written consent, setting forth the action so taken, signed by all of the Members, and indicating each signing Member’s vote or abstention on the action. The affirmative vote of the number of Members that would be necessary to authorize or take the action at a meeting is the action of the Committee.

ARTICLE 4) - OFFICERS

a) Titles of Officers. The Committee shall have a Chair, a Vice Chair, and a Secretary-Treasurer.

b) Election and Appointment. All officers shall be elected or appointed at the annual meeting of the Committee or at any special meeting of the Committee.

c) Term of Office. The Chair shall be elected for a term of two (2) years. The Vice Chair and Secretary Treasurer each shall be elected for terms of one (1) year. Each officer shall hold office until the expiration of the term for which the officer is elected and thereafter until the officer's successor has been elected or appointed and qualified. Officers may be re-elected but no officer may serve more than two (2) consecutive terms.

d) Duties. All officers as between themselves and the Committee shall have such authority and perform such duties in the management of the Committee, in addition to those described in these Rules and Operating Procedures, as usually appertain to such officers of nonprofit corporations, except as may be otherwise prescribed by the Committee, including:

(1) Chair of the Committee. The Chair of the Committee shall, when present, preside at all meetings of the Committee. The Chair shall be the principal executive officer of the Committee and shall in general perform all of the duties and have all of the authority incident to the office of Chair of a nonprofit corporation and such other duties as may from time to time be assigned to the Chair by the Committee from time to time. The Chair shall encourage the Members of the Committee to use their energies and abilities to advance the purposes of the Committee.

(2) Vice Chair. In the absence of the Chair or in the event of the Chair's death, inability, or refusal to act, the Vice Chair shall perform the duties of the Chair, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Chair. Any Vice Chair shall perform all duties incident to the office of Vice Chair of a nonprofit corporation and such other duties as may from time to time be assigned to the Vice Chair by the Chair or by the Committee.

(3) Secretary-Treasurer. The Secretary-Treasurer shall keep the minutes of the proceedings of the Committee in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Rules and Operating Procedures or as required by law; be custodian of the Committee records; keep a register of the post office address of each Member of the Committee, which address shall be furnished to the Secretary-Treasurer by each Member. The Secretary-Treasurer shall also communicate with the officers and Board of Directors of the Chattanooga Bar Foundation relative to the status and all related matters of the Committee’s funds, which are held by the Chattanooga Bar Foundation for the benefit of the Committee. Finally, the Secretary-Treasurer shall perform such other duties as are incident to the offices of Secretary and Treasurer of a nonprofit corporation and all other duties that may from time to time be assigned to the Secretary-Treasurer by the Chair or the Committee.

ARTICLE 5) - INDEMNIFICATION

To the maximum extent permitted by the provisions of T.C.A. § 48-58-501 et seq., the Committee shall indemnify an individual who is a party to a proceeding because such individual is or was an officer of the Committee or an employee or agent of the Committee against any liability incurred in the proceeding and, prior to the disposition thereof, advance the reasonable expenses incurred by such individual to the extent permitted under Section 48-58-507 of the Tennessee Code Annotated. The determination of entitlement to indemnification and advancement of expenses shall be made in accordance with Section 48-58-506 of the Tennessee Code Annotated. Every reference herein to a Member of the Committee, officer, employee or agent of the Committee shall include every Member, officer, employee and agent thereof and former Members, officers, employees and agents thereof. The right of indemnification herein provided shall be in addition to any and all rights to which any Member, officer, employee or agent of the Committee might otherwise be entitled, and provisions hereof shall neither impair nor adversely affect such rights.

ARTICLE 6) - MISCELLANEOUS

a) Contracts, Bank Accounts and Expenditure of Funds. Subject to the rights, restrictions and duties granted in these Rules and Operating Procedures, the Committee may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Committee, and such authority may be general or confined to specific instances. All checks, drafts, or other orders for the payment of money, notices, or other evidences of indebtedness issued in the name of the Committee shall be signed by an officer of the Committee; provided that any check or instrument for more than $1,000 shall be co-signed by a member of the Executive Committee of the Corporation. The Committee shall promptly notify the Corporation of any change in the officers of the Committee. The officers are authorized to pay for accounting and tax return fees and expenses incurred by or on behalf of the Committee. The Chair shall have the authority to approve the expenditure of funds of the Committee provided that the expenditure shall not exceed $1,000 individually or $5,000 in the aggregate during any calendar year. The approval of any two of the officers shall be required for the expenditure of more than $1,000 individually or $5,000 in the aggregate; provided, however, that expenditures of more than $10,000 individually or in the aggregate in any calendar year must be approved by the Committee. All funds of the Committee not otherwise employed shall be deposited to the credit of the Committee in such banks or other depositories as the Committee may select, or as may be designated by any officer or officers or agent or agents of the Committee to whom such power may be delegated by the Committee.

b) Acceptance of Gifts. The Committee or any officer of the Committee or any agent of the Committee to whom such authority may be delegated by the Committee, may accept on behalf of the Committee any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Committee.

c) Bond. At the designation of the Committee, any officer or employee of the Committee shall be bonded. The expense of furnishing any such bond shall be paid by the Committee.

d) Investment of Funds. The officers shall have the authority to invest the Fellows Fund in such investments as the officers shall deem in the best interest of the Committee or as set forth in a resolution of the Committee.

ARTICLE 7) - AMENDMENTS

These Rules and Operating Procedures may be amended or repealed and new Rules and Operating Procedures may be adopted by the vote of a majority of the entire Committee at any regular or special meeting of the Committee.

Chattanooga Bar Association | The Pioneer Building | Suite 420 | 801 Broad Street | Chattanooga, TN 37402

CBA Telephone: 423-756-3222 | FAX: 423-265-6602

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