By-Laws
Last Updated: Jan 5, 2026
Article I: Legal Authority
In August 2022, the Friends of the Historic Bell Buckle School formed and obtained 501(c)3 nonprofit status with the state of Tennessee and the federal government. Articles of Incorporation were filed with the IRS and EIN obtained and all fees paid.
Article II: Name and Location
The name of this organization shall be the Friends of the Historic Bell Buckle School. The organization may at times utilize the assumed name of FHBBS; however, the official name shall remain the binding organizational name to transact business.
While there is no physical address, FHBBS will have a mailing address of P.O. Box 51, Bell Buckle, TN 37020. The legal documents have 711 Visor Court, Murfreesboro, TN 37129 listed as the Registered Agent’s home address. An active address was required by the state of Tennessee upon registering for incorporation in 2022.
Article III: Purpose
FHBBS is a community-driven 501(c)3 organization whose mission is to restore, preserve, and maintain the former site of the Bell Buckle School so that the past is honored, the present is served, and the future is secured. The primary focus is raising funds to renovate the balance of the Bell Buckle School into a multi-purpose recreational community center and overseeing the renovation. FHBBS will continue annual fundraising efforts to help maintain the community center and the Bell Buckle Park.
Section 1: Memorandum of Understanding with the Town of Bell Buckle
On October 10, 2023, a Memorandum of Understanding (MOU) was signed between the Town of Bell Buckle and FHBBS. The purpose of the MOU is to create an agreement between the two entities regarding developing of the proposed community center and its on-going maintenance.
1. See attached MOU.
2. Proposed amendments to the MOU have to be mutually agreed on in writing.
3. The MOU renews automatically annually. Either party may give a 90-day written cancellation for a material breach. The other party has an opportunity to resolve the breach.
4. Both parties have original signatures version of MOU.
Article IV: Membership
Membership in this organization is open to any person expressing an interest in the goals of the FHBBS, whether they make a monetary contribution or not. All Board members are expected to “desire to serve” on this important community and historical project.
Article V: Governing Body
The business, property, and programs of this organization shall be governed by an eight-member board consisting of a Chair, Vice-Chair, Secretary, Treasurer, and four additional board members. During the initial fundraising period, the board may choose to add up to four (for a total of 12) additional board members to aid with the intense fundraising efforts. Once the renovations of the school building are complete, the board will revert to eight board members.
Section 1: Governing Body Candidates
New board member candidates, and former FHBBS board members, must be interviewed and voted on by the Governing Body in a closed board meeting session.
A quorum for FHBBS is defined as at least 4 Board Members present at a monthly meeting (when there are at least 8 Board members) or 50% Board members present (if there are more than eight, e.g. 12, then 6 present).
Section 2: Board Meeting Attendance
All members of the Governing Body are required to attend each monthly board meeting. If unable to attend, the board member must notify the Board Chair or Vice-Chair as soon as possible. Missing three consecutive meetings is grounds for dismissal from the board (see Section 3: Leave of Absence).
Section 3: Leave of Absence
Should extenuating circumstances occur, a board member may request a leave of absence, in writing, to the Governing Body. The request must specify the reason and length of absence. If the leave of absence is for three months or greater, the Governing Body can select (by a majority vote of a quorum) an interim board member to fill the vacancy. If the leave of absence exceeds one year, the Board will consider the seat vacated and will fill the seat with a full (non-interim) board member (see Section 1). If a vacant seat opens on the board and if a former board member desires to join the Board again, he/she must go through the “New Board Member Candidates” procedure (see Section 1).
Section 4: Dismissal From the Board
It is imperative that members of the Governing Body work together to accomplish the goals of FHBBS. Failing to make a productive contribution to the board could lead to dismissal. Dismissal will be determined by the Governing Body in a closed session.
Grounds for dismissal include (but not limited to): absence of three consecutive board meetings without prior notice to the Board Chair or Vice-Chair, conflict of interest with the goals of FHBBS, breach of fiduciary duties or theft, failure to fulfill board responsibilities, unethical behavior or moral turpitude conflicting with our Board of Directors’ Code of Conduct (see attached) and misrepresentation of the FHBBS Board, etc. (This is not an exhaustive list).
Section 5: FHBBS Property
All documents regarding FHBBS business are property of FHBBS. Since there is no physical address for FHBBS, each member of the Governing Body works from home. Each Governing Body member must maintain and store FHBBS property in an easily identifiable, secure manner. When a member is no longer serving on the Board, all FHBBS property must be returned to the Board Chair or Vice-Chair. (e.g. sudden death, dismissal, accepted resignation, etc.).
Article VI: Officers
Officers of the organization shall include a Chair, Vice-Chair, Secretary, and Treasurer. All such officers must be duly elected from among the Governing Body. A board member must serve on the board at least one year to be eligible for an officer role.
Section 1: Duties of the Chair
The Chair shall preside over all Board meetings, appoint committee members, exercise general oversight of the organization, work closely with Bell Buckle officials regarding FHBBS business, ensure governmental requirements are met to maintain the 501(c)3 nonprofit status, and perform other duties as may be assigned.
Section 2: Duties of the Vice-Chair
Upon the absence of the Chair, the Vice-Chair shall perform the duties of the Chair and such other duties as may be assigned.
Section 3: Duties of the Secretary
The Secretary shall record the minutes of all Board meetings, maintain records of committee meetings, oversee the maintenance of membership lists, provide for the safe keeping of all official contracts and records of the organization, publish notices of scheduled Board meetings, and perform other duties as may be assigned.
Section 4: Duties of the Treasurer
The Treasurer is responsible for the prompt deposit of all monies, an accurate account of income and expenditures, and shall present a written financial report to the Board at each monthly meeting. The Treasurer shall maintain the financial records of the organization using acceptable accounting practices and shall perform other duties as may be assigned.
Regarding annual filings, the Chair has performed the annual filings with the IRS and the state of Tennessee. The chair may ask another to assist or seek Board approval to seek a CPA with these governmental filings.
Section 5: Term of Office
The Board may ask an officer or Board Member to resign in the event of non-performance.
The term of each Board officer/member will be 3 years with alternating terms for some so there is continuity of institutional knowledge and service. An officer/member’s term ending will be noted at a regular meeting. An officer/member’s term will renew unless Article V (Governing Body) conditions have been acted on, Performance, LOA, Illness, or self-resignation.
An officer/member may resign from serving with a 90-day written notice given to the entire Board.
After these terms are implemented, the terms by the current Board Members previously served do not factor into the equation.
Article VII: Board Meetings
Board meetings shall be held the first Monday of each month, unless that day is a holiday or otherwise rescheduled. All Board meetings must have a quorum to conduct official business. All Board meetings are open to the public, unless otherwise noted.
Section 1: Monthly Board Meeting Notices
A monthly meeting agenda must be posted on the FHBBS website and at the Bell Buckle Town Hall at least seven (7) days prior to the meeting.
Article VIII: Financial Administration
No committee or Board member shall have the authority to make any contact, or to incur any indebtedness, obligation, or liability in the name of, or on behalf of this organization without the authority and approval of the Governing Body.
Section 1: Emergency Expenditures
For emergency expenditures that may be necessary between board meetings, expenditures up to one hundred dollars ($100) can be approved by at least one Officer and one board member.
Expenditures above one hundred dollars ($100) need to be considered via text or email to all Board members if the expenditure is urgent (cannot wait until next meeting).
The electronic record will serve as record of action and kept with official meeting minutes and referenced in the next month’s minutes by Secretary.
Section 2: Indemnification
FHBBS shall provide indemnification to all current or former members of the Governing Body for expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding which they are made parties, or a party, by reason of having been a member of the Governing Body and for any settlement agreement entered into in connection with such an action.
No indemnification shall be provided for in said matters when such person shall be found liable for willful or gross negligence, misconduct or fraud in the performance of duty or for such matters which are settled by agreements which have not received prior written approval of the Board.
FHBBS has both a General Liability ($2 million) and Directors & Officers ($1 Million) insurance policies in force to both protect the organization and its officers.
Article IX: Amending the Bylaws
Amendments to these Bylaws may be adopted at any regular board meeting at which a quorum is declared present, provided appropriate notice of the amendment is provided the Governing Body at least ten (10) days prior to the said meeting. Amendments to these Bylaws require two-thirds (2/3) approval by current members (rounding up to the whole person). Such amendments take effect as stated in the original motion. The Board may elect to close the meeting to discuss Bylaw amendments.
Article X: Dissolution Statement
Following an affirmative vote in favor by two-thirds (2/3) of the organization’s Governing Body, the Board shall call a special meeting for the sole purpose of voluntarily dissolving this organization. At inception, FHBBS in Articles of Incorporation: Section 6 established a methodology to petition a Bedford County judge if dissolution of the Organization is pursued At that time, all assets and funds, after all liabilities and obligations have been paid, along with all minutes and records, shall be promptly transferred into the custody of an appropriate organization or agency designated by the Judge In this rule, every attempt will be made to satisfy the organization’s mission while following the IRS and State of Tennessee procedures and requirements for dissolving a 501(c)3 nonprofit organization.
Article XI: Statement of the Rules of Order
Robert’s Rules of Order, unless modified herein these Bylaws, shall be followed in all FHBBS meetings. Minutes reflecting actions taken and members present at board meetings shall be recorded and maintained.
Section 1: Committee Meetings
Committee meetings will be informal. However, a recap should be generated after each meeting (in lieu of minutes) to provide a record of the event, coordination with the committee, and transparency.
HISTORICAL NOTES:
• Bylaws approved (6 – 0) by the FHBBS Governing Body on 01/05/2026.