BYLAWS

of The Chattanooga Chapter of The Southern Off-Road Bicycle Association

ARTICLE I 
Name; Governing Law and Purposes 

Section 1.1 Name. The name of the corporation is SOUTHERN OFF ROAD BICYCLE ASSOCIATION CHATTANOOGA TN CHAPTER, Inc., a Tennessee nonprofit corporation (“Corporation”). 

Section 1.2 Governing Law. The Corporation is organized pursuant to the Tennessee Nonprofit Corporation Act, Tennessee Code Annotated Title 48, Chapters 51 through 68, as amended from time to time (the "Tennessee Nonprofit Corporation Act").  

Section 1.3 Purposes. The Corporation is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. 

Without limiting the generality of the foregoing, the purposes of the Corporation shall include: 

  • Promoting the development, maintenance, and preservation of sustainable trails for mountain biking and other recreation; 

  • Engaging volunteers in trail stewardship and outdoor conservation projects; 

  • Entering into and administering land use agreements with public or private landowners; 

  • Supporting environmental education, conservation advocacy, and responsible outdoor recreation; 

  • Collaborating with governmental agencies, land trusts, and nonprofit partners to protect natural areas and access; 

  • Conducting any and all lawful activities in furtherance of these purposes, provided such activities comply with the requirements of Section 501(c)(3). 

Section 1.4 Affiliation with SORBA. The Corporation shall operate as a Chapter of the Southern Off Road Bicycle Association ("SORBA"). The Corporation shall comply with any subchapter requirements established by SORBA, to the extent such requirements do not conflict with Tennessee law or the Corporation’s tax-exempt status. 

 

ARTICLE II 

Offices  

 

Section 2.1 Registered Office. The registered office and registered agent of the Corporation shall be established by the Board.  

Section 2.2 Principal Office. The principal office of the Corporation within the State of Tennessee shall be established by the Board. The Board is granted full power and authority to change said principal office from one location to another.  

Section 2.3 Other Offices. The Corporation may also have an office or offices at such other places, either within or without the State of Tennessee, as the Board may from time to time designate or the business of the Corporation may require. 

 

ARTICLE III
Members 

 

Section 3.1    Membership Defined. Membership in the Corporation shall consist of those individuals who are current members of the Southern Off Road Bicycle Association (“SORBA”) and who have designated the Corporation as their local chapter. 

Section 3.2    Voting Rights. 

Chapter members shall not have voting rights in the Corporation. All corporate powers shall be exercised by or under the authority of the Board of Directors, consistent with Tennessee nonprofit law and SORBA policies. 

Section 3.3    Member Benefits. Members are entitled to participate in activities, programs, and services offered by the Corporation and SORBA, in accordance with policies established by the Board of Directors and SORBA. 

Section 3.4    Membership Records. The Corporation shall rely on membership records maintained by SORBA for the purpose of determining chapter membership.  

Section 3.5    Termination of Membership. Membership in the Corporation shall automatically cease upon the expiration or termination of an individual’s membership in SORBA. 

 

ARTICLE IV 

Directors  

 

Section 4.1 Powers of the Board. The activities, property and affairs of the Corporation shall be managed by its Board of Directors (individually, “Directors”) who may exercise all such powers of the Corporation and do all such lawful acts and things as are permitted by law, the Corporation’s Articles of Incorporation or by these Bylaws.   

Section 4.2  Number of Directors. The Board of Directors shall consist of seven to eleven Directors unless otherwise fixed by resolution of the Board; provided that the number of Directors shall not be fewer than three nor more than fifteen. 

Section 4.2A    Terms of Directors. Each Director shall serve a term of three years and until their successor is duly elected and qualified. The Board may establish staggered terms so that, to the extent practicable, one-third (1/3) of the Directors' terms expire each year. Directors may serve successive terms if re-elected. Directors may serve no more than two consecutive terms unless otherwise approved by a two-thirds vote of the Board. 

Section 4.2B Nomination and Election of Directors. Directors shall be nominated by the Board Executive or Governance Committee, if established, or by any current Director in good standing. Nominations shall be presented to the full Board at least thirty (30) days prior to the annual meeting of the Board of Directors. Directors shall be elected by a majority vote of the Board at the annual meeting. 

Section 4.3 Vacancies. Any vacancy occurring for any reason in the number of Directors of the Corporation may be filled by a majority vote of the remaining members of the Board of Directors. The Board is not required to fill a vacancy unless doing so would fail to meet the minimum number of Directors required by Section 4.2. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and shall hold office until the expiration of such term and until his or her successor shall be elected and appointed or until such person’s death, retirement, resignation or removal.    

Section 4.4 Directors’ Compensation. Directors shall not receive compensation for their services as Directors. Nothing herein shall preclude the reimbursement of reasonable expenses incurred by a Director in the performance of their duties on behalf of the Corporation. In addition, nothing shall preclude a Director from receiving reasonable compensation for services rendered to the Corporation in a capacity other than as a Director, provided that such compensation is approved in accordance with the Corporation’s Conflict of Interest policy and applicable law.  

Section 4.5 Committees. The Board may designate committees, each committee to consist of one or more of the Directors of the Corporation.  The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Upon the absence or disqualification of a member of a committee, if the Board has not designated one or more alternates (or if such alternate(s) are then absent or disqualified), the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member or alternate. Any such committee, to the extent provided in a resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority in reference to:  (a) approving action that is required to be approved by the Board; (b) recommending or adopting an agreement of merger or consolidation; (c) adopting, repealing or amending the Bylaws of the Corporation; (d) filling vacancies on the Board; (e) authorizing distributions; (f) taking any actions that would, directly or indirectly, invalidate the Corporation’s status of being exempt from Federal Income Taxation as an organization described in Section 501(c)(3) of the Code; or (g) taking any other action prohibited by law.  Each committee shall have such name as may be determined from time to time by resolution adopted by the Board.  Each committee shall keep minutes of its meetings and report to the Board when required.  The Board shall have the power at any time to remove any member of any committee, with or without cause, and to dissolve any such committee. 

Section 4.6 Removal. Unless otherwise restricted by the Articles of Incorporation or by law, any Director may be removed, with or without cause, by members of the Board of Directors entitled to vote at a meeting called for the purpose of removing such Director(s) and the meeting notice must state that one of the purposes of such meeting is the removal of such Director(s). 

 

ARTICLE V 

Meetings of the Board of Directors  

 

Section 5.1 Place of Meetings. Meetings of the Board shall be held at such time and place, within or without the State of Tennessee, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.  

Section 5.2 Annual Meeting.  The Board shall hold an annual meeting each calendar year at such time and place as it may determine, for the purpose of electing Directors and officers, receiving reports, and transacting such other business as may properly come before the meeting. 

Section 5.3 Special Meetings. Special meetings of the Board may be called at any time, and for any purpose permitted by law, by the President of the Board (or, if the Board does not appoint a President of the Board, the Executive Director), or by the Secretary on the written request of any two members of the Board which meetings shall be held at the time and place designated by the person or persons calling the meeting.  

Section 5.4 Notice of Meetings. Notice of each meeting of the Board, whether annual or special, stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which such meeting has been called, shall be given to each Director of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.  Such notice shall be given to the Directors by the Secretary, or in the case of the Secretary's absence or refusal or inability to act, by any other officer of the Corporation, and may be given by mail, by telecopy, by telephone or by personal service, or by any combination thereof as to different Directors.  If mailed, such notice shall be deemed to have been given when deposited in the United States mail, addressed to the Director at his or her address as it appears in the record books of the Corporation, with postage thereon prepaid.  Notice by other permitted methods shall be deemed to have been given when personally delivered or when transmitted to the telephone or telecopy number previously supplied to the Secretary by the Director.  Except as otherwise expressly required by law, notice of any adjourned meeting of the Directors need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken. 

Whenever any notice is required to be given under the provisions of any applicable law, the Corporation’s Articles of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.  Notice of any meeting of the Board shall be deemed waived by any Director who shall attend such meeting in person or by proxy, except a Director who shall attend such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  

Section 5.5 Quorum. At all meetings of the Board, the majority of the whole Board shall be necessary and sufficient to constitute a quorum for the transaction of business.  The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board, except as may be otherwise specifically provided by applicable law, the Corporation’s Articles of Incorporation or by these Bylaws.  Any meeting of the Board may be adjourned to meet again at a stated day and hour.  Even though no quorum is present, as required in this Section 5.5, a majority of the Directors present at any meeting of the Board, either regular or special, may adjourn from time to time until a quorum is had.  Notice of any adjourned meeting need not be given.    

Section 5.6 Meetings by Telephonic or Video Communication. Members of the Board of Directors or any committee thereof may participate in a regular or special meeting of such Board or committee by any means of communication by which all persons participating in the meeting can hear each other.  Participation in a meeting pursuant to this Section 5.6 shall constitute presence in person at such meeting.  

Section 5.7 Voting. Unless otherwise required by applicable law, the Corporation’s Articles of Incorporation, or these Bylaws, the vote of a majority of the Directors with voting power present at a duly called meeting, whether in person or through means of remote communication, shall decide any matter brought before the Board. 

Voting may occur by any of the following methods: 

  • Voice vote or show of hands at an in-person or remote meeting; 

  • Written ballot; 

  • Secure email sent from the Director’s verified email address on file with the Corporation; 

  • Text message sent from the Director’s verified mobile number on file with the Corporation. 

Votes submitted by email or text message must clearly state the Director’s name, the matter being voted on, and the Director’s vote (e.g., “Yes,” “No,” or “Abstain”), and must be received by the Secretary or presiding officer within the time designated for voting. Such electronic votes shall be recorded in the minutes and shall have the same force and effect as votes cast in person. 

The Board may, at its discretion, require that any vote be taken by written ballot, including those submitted electronically. All elections for Directors shall be conducted by written ballot if any Director makes such a demand prior to the start of voting. 

Each Director shall have one vote per matter. Voting by proxy and quorum requirements are governed by separate provisions of these Bylaws. 

Section 5.8 Proxies. Each Director entitled to vote at a meeting of the Board may authorize in writing another person or persons to act for such Director by proxy, but no proxy shall be voted or acted upon after 3 months from its date, unless the person executing the proxy specifies therein the period of time for which it is to continue in force.  

Section 5.9 Action Without Meetings. Unless otherwise restricted by applicable law, the Corporation’s Articles of Incorporation or by these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or committee. 

 

ARTICLE VI 

Officers  

 

Section 6.1 Appointment and Salaries. The officers of the Corporation may consist of an Executive Director as may be appointed by the Board.  The Board may also appoint a President of the Board and the Board may appoint such other officers (including Vice President, Secretaries, and Treasurers) as the Board may deem necessary or desirable.  The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.  The Board shall fix the salaries of all officers appointed by it.  Unless prohibited by applicable law, the Corporation’s Articles of Incorporation or by these Bylaws, one person may be elected or appointed to serve in more than one official capacity.  Any vacancy occurring in any office of the Corporation may be filled by the Board.  

Section 6.2 Removal and Resignation. Any officer may be removed, either with or without cause, by the Board.  Any officer may resign at any time by giving notice to the Board.  Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective.  

Section 6.3 President of the Board. The Board may, at its election, appoint a President of the Board.  If such an officer be elected, he or she shall, if present, preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned to the President by the Board of Directors.  

Section 6.4 Executive Director.  The Executive Director shall be the chief executive officer of SORBA and shall be responsible for carrying out the directives of the Board of Directors. The Executive Director shall be nominated by the Executive Committee and appointed by the Board of Directors by an affirmative vote of a majority of the Directors then in office and shall act as the official adviser to and executive agent of the Board of Directors and the Executive Committee. The Executive Director shall also be a non-voting member of the Executive Committee. Upon his/her appointment by the Board of Directors, the Executive Director shall have the authority to manage and direct the operations of SORBA, including the power to sign such papers as may be required by his/her office or as instructed by the Board of Directors, and the power to appoint manage and discharge the professional staff, employees and contractors of SORBA. In this connection, the Executive Director shall, subject to, and in accordance with the instructions of the Board of Directors; be authorized to incur expenses in accordance with the approved budget; shall make such reports and recommendations to the Board of Directors concerning the work or affairs of SORBA which, in his/her judgment, are desirable for their information and guidance, and shall perform such other duties are incident to the office of Executive Director. The Executive Director shall be an ex officio, non-voting member of all Board committees except as otherwise provided in these Bylaws. If the Executive Director is unable to perform the duties of the office for any reason, then the Executive Committee may appoint an interim Executive Director until the Executive Director is once again able to perform the duties of the office or until another Executive Director has been duly appointed. 

Section 6.5 Vice-President. The Vice-President will exercise and discharge any duties as may be required of the Vice President by the Board of Directors. 

Section 6.6 Secretary. The Secretary shall attend all meetings of the Board (unless the Board shall otherwise determine) and record all the proceedings of the meetings of the Corporation in a book to be kept for that purpose and shall perform like duties for the committees when required.  The Secretary shall give, or cause to be given, notice of all annual and special meetings of the Board.  The Secretary shall have custody of the corporate seal of the Corporation and shall have authority to affix the same to any instrument requiring it and to attest it.  The Secretary shall perform such other duties and have such other powers as the Board or the Executive Director may from time to time prescribe.  

Section 6.7 Treasurer. The Treasurer of the Corporation shall have custody of the corporate funds and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation.  The Treasurer may disburse the funds of the Corporation as may be ordered by the Board or the Treasurer, taking proper vouchers for such disbursements, and shall render to the Board at its regular meetings, or when the Board so requires, an account of transactions and of the financial condition of the Corporation. The Treasurer shall perform such other duties and have such other powers as the Board or the Executive Director may from time to time prescribe. 

If required by the Board, the Treasurer shall give the Corporation a bond (which shall be renewed at such times as specified by the Board) in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of such person's office and for the restoration to the Corporation, in case of such person's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in such person's possession or under such person's control belonging to the Corporation.  

Section 6.8 Assistant Officers. An assistant officer shall, in the absence of the officer to whom such person is an assistant or in the event of such officer's inability or refusal to act (or, if there be more than one such assistant officer, the assistant officers in the order designated by the Board or the Executive Director or, in the absence of any designation, then in the order of their appointment), perform the duties and exercise the powers of such officer.  An assistant officer shall perform such other duties and have such other powers as the Board or the Executive Director may from time to time prescribe. 

 

ARTICLE VII 

Corporate Acts   

 

Section 7.1 Seal. It shall not be necessary to the validity of any instrument executed by any authorized officer or officers of the Corporation that the execution of such instrument be evidenced by the corporate seal, and all documents, instruments, contracts and writings of all kinds signed on behalf of the Corporation by any authorized officer or officers shall be as effectual and binding on the Corporation without the corporate seal, as if the execution of the same had been evidenced by affixing the corporate seal thereto.  The Board may give general authority to any officer to affix the seal of the Corporation and to attest the affixing by signature.  

Section 7.2 Checks and Notes. Checks, notes, drafts and demands for money shall be signed by the Executive Director, Treasurer, or by such other officer or officers as from time to time may be designated by the Board.  

Section 7.3 Borrowing. The Board shall have full power and authority to borrow money whenever in the discretion of the Board, the exercise of such power is required in the general interest of the Corporation.  The Board may authorize proper officers of the Corporation to make, execute and deliver in the name of and on behalf of this Board such notices, bonds or other evidence of indebtedness as the Board shall deem proper in such case.  The Board shall have full power to mortgage or assign the property of the Corporation or any part thereof as security for such indebtedness. No loans shall be made by the Corporation to its officers and Directors.   

Section 7.4 Investments. The Board may invest any funds of the Corporation in any stocks, bonds, notes and other securities or property, real or personal, including shares of common trust funds, participation in interests in trusts or syndicates and the like as the Board may deem just and proper.  The Board may form a committee within itself for the purposes of supervising and managing investments. Notwithstanding the foregoing, neither the Board nor any committee created by the Board shall invest any funds of the Corporation if such investment would invalidate the Corporation’s status of being exempt from Federal Income Taxation as an organization described in Section 501(c)(3) of the Code.  

Section 7.5 Dissolution. In the event of the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all of the Corporation’s assets exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code), as the Board of Directors shall determine. 

Any such assets not so disposed of shall be disposed of by the Chancery Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. 

In no event shall any assets of the Corporation inure to the benefit of or be distributed to any Director, officer, or other private individual. 

Section 7.6 Conflicts of Interest. Unless otherwise restricted by the Corporation’s Articles of Incorporation or by law, the Board may adopt a Conflict of Interest Policy to determine whether conflicts exist. 

No contract or transaction between the Corporation and one or more of its Directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its Directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or officer is present at or participates in the meeting of the Board or any committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if: 

(1) The material facts as to the Director’s interest and as to the contract or transaction are disclosed or are known to the Board or to the committee, and the Board or committee in good faith authorize the contract or transaction by a vote sufficient for such purpose without counting the vote of the interested Director or Directors; 

(2) The material facts as to the Director’s interest and as to the contract or transaction are disclosed or are known to the Directors, and the contract or transaction is specifically approved or ratified in good faith by vote of such Directors; or 

(3) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board or a committee thereof. 

Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board or committee thereof which authorized the contract or transaction. To the extent the Corporation subsequently adopts a Conflict of Interest Policy, separate from these Bylaws, such subsequently adopted Conflict of Interest Policy shall govern. 

Section 7.7 Dividends Prohibited. No part of the net income of the Corporation shall inure to the benefit of any private individual and no dividend shall be paid and no part of the income of the Corporation shall be distributed to its Directors or officers. 

Section 7.8 Annual Report. The Executive Director of the Corporation shall cause to be prepared annual or other reports required by law and shall provide copies to the Board of Directors. 

Section 7.9 Permanent Records. The Corporation shall keep current and correct records of the accounts, minutes of the meetings and proceedings of the Corporation. Such records shall be kept at the registered office or the principal place of business of the Corporation. Any such records shall be in written form or in a form capable of being converted into written form. 

 

ARTICLE VIII 

Fiscal Year 

 

The fiscal year of the Corporation shall be fixed by resolution of the Board. 

 

ARTICLE IX 

Amendments 

 

Section 9.1 Amendments. Subject to any contrary or limiting provisions contained in the Corporation’s Articles of Incorporation, these Bylaws may be amended or repealed, or new Bylaws may be adopted by the affirmative vote of a majority of the full Board at any regular or special meeting.   

Section 9.2 Control of Conflict. In the case of any conflict between the Corporation’s Articles of Incorporation and these Bylaws, the Articles of Incorporation will control.  

 

ARTICLE X 

Indemnification and Insurance 

Section 10.1 Indemnification.  

(a) Under the circumstances prescribed in Paragraphs (c) and (d) of this Section 10.1 , the Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in a manner he or she believed in good faith to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. 

(b)   Under the circumstances prescribed in Paragraphs (c) and (d) of this Section 10.1, the Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit, if he or she acted in a manner he or she believed in good faith to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. 

(c) To the extent that a Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Paragraphs (a) and (b) of this Section 10.1, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. 

(d) Except as provided in Paragraph (c) of this Section 10.1 and except as may be ordered by a court, any indemnification under Paragraphs (a) and (b) of this Section 10.1 shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Paragraphs (a) and (b).  Such determination shall be made (1) by the Board by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or if obtainable, if a quorum of disinterested Directors so directs, by the independent legal counsel then employed by the Corporation, in a written opinion.   

(e) Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Section 10.1. 

(f) The indemnification provided by this Section 10.1 shall not be deemed exclusive of any other right to which the persons indemnified hereunder shall be entitled and shall inure to the benefit of the heirs, executors or administrators of such persons. 

(g) The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Section 10.1. 

(h) If any expenses or other amounts are paid by way of indemnification, otherwise than by court order or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall, not later than the next annual meeting of the Board, unless such meeting is held within three months from the date of such payment, and, in any event, within fifteen months from the date of such payment send by first class mail to its Directors of record at the time entitled to vote for the election of Directors, a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation.  

Section 10.2 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under Tennessee law. 

Section 10.3 Expenses as a Witness. To the extent that any director, officer, employee or agent of the Corporation is by reason of such position, or a position with another entity at the request of the Corporation, a witness in any action, suit or proceeding, he or she shall be indemnified against all costs and expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.   

Section 10.4 Indemnity Agreements. The Corporation may enter into agreements with any Director, officer, employee or agent of the Corporation providing for indemnification to the full extent permitted by Tennessee law. 

 

ARTICLE XI 

Mission Specific Operations 

 

Section 11.1 Land Use Agreements. The Corporation is authorized to enter into agreements, permits, licenses, or memoranda of understanding with public or private landowners for the purpose of constructing, maintaining, and managing trails or other recreational facilities consistent with its mission. 

Section 11.2 Volunteer Policies and Liability Management. The Corporation may develop and adopt volunteer policies to ensure the safe and effective participation of individuals in trail work or other service activities. These policies may include requirements for safety training, liability waivers, or other protocols as deemed appropriate by the Board of Directors. 

Section 11.3 Environmental Compliance. The Corporation shall operate in accordance with applicable federal, state, and local environmental regulations. The Board may adopt guidelines to promote sustainability, reduce ecological impact, and ensure responsible land stewardship in connection with trail development and maintenance. 

Adopted by the Board of Directors on the 22 day of September, 2025.