May 16, 2013 Special-Called Meeting Minutes

TACA – Board Meeting

Thursday 16 May 2013


This Special Board Meeting was called to order by President Jeff Sharp at 1:15 p.m., at the Clarion Inns and Suites, 2227 Old Fort Parkway, Murfreesboro, Tennessee.  The primary reason for this Special Board Meeting was a presentation by our TACA Legal Counsel, Attorney Art McClelland, regarding our Bylaws and tax information.

1.  Art McClelland reviewed the TACA Bylaws and a copy of the May, 2012 document prepared by McClelland, Powers, Ehmling & Rogers, P.C. was distributed. This copy is not currently approved and notarized.

Art clarified several points in our Bylaws.  It was pointed out that Directors make motions, second motions and vote while officers do not vote nor make motions or second motions.  The Officers are allowed to talk and to give opinions.  The Officers include the President, the three Grand Division Vice Presidents, the Treasurer and the Secretary.

2.  It was discussed that the 2010, 2011 and 2012 tax information has been transmitted to the IRS. Jeff Sharp and Tiffany Starr Smith indicated that as a 501(c) 3 Corporation we were required to maintain filings of the prior three years.

3.  The nominees for the vacant Board Members being voted on this year were closed as of this meeting. The voting will take place to determine four (4) Board Members rotating off (Danny Beeler, Anthony Fultz, Russell Robinson and Gary Young) and one (1) Board Member resigning (Chad Carson.)  The nominees for the five (5) available positions will be Jimmy Jennings, Fred Page, Russell Robinson, Anthony Fultz, Ryan Shanklin and Gary Young.  The vote will occur at our Annual Business Meeting scheduled for Friday 17 May 2013 at 11:00 a.m.

This Special Board Meeting was adjourned by President Jeff Sharp at 2:30 p.m.