BYLAWS
OF THE
TENNESSEE INDEPENDENT AUTOMOBILE DEALERS ASSOCIATION
(A Tennessee nonstock corporation)

ARTICLE I
Name

The name of this corporation (hereinafter referred to as the “Corporation”) is: Tennessee Independent Automobile Dealers Association (hereinafter referred to as "TNIADA" or "Corporation").

ARTICLE II
Purposes and Limitations

Section 1. Purpose.
The Corporation is hereby organized for the following purposes:
(a) To promote, further and advance the independent automobile dealers industry in Tennessee by:
     (1) Accumulating, processing and disseminating information relative to the automobile industry;
     (2) Developing, compiling and providing to the public, information which will promote a better understanding of 
          the independent automobile dealers’ place in the economy of the state;
     (3) Providing relevant information to regulatory and lawmaking bodies so that they may have a better 
          understanding of the possible effects of proposed laws, rules and regulations on the public and the
         automobile industry;
     (4) Providing independent automobile dealers opportunities for a fuller understanding of their responsibilities to
          the public and to their peers through closer fraternization with one another and providing opportunities for 
          independent automobile dealers to work together in harmony for the betterment of the automobile industry;
     (5) Assisting in the promotion and organization of local, state or regional independent automobile dealer
          associations; and
     (6) Working in any other manner deemed advisable by the TNIADA Board of Directors for the betterment of
          independent automobile dealers and the public.

(b) To exercise any other powers conferred upon corporations organized pursuant to the provisions of the General Corporation Law of the State of Tennessee, as the same may be amended or supplemented not inconsistent with the limitations provided in this Restated Certificate of Incorporation.
(c) To carry on such other activities as are permissible for non-profit corporations chartered in the state of Tennessee.

Section 2. Limitations.
Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on
any other activities not permitted to be carried on by a non-profit corporation chartered in the
State of Tennessee.

ARTICLE III
Membership

Section 1. Classification.
The members of TNIADA shall be classified as follows:
Regular Member
Associate Member
Special Member
Sponsors
Honorary
Lifetime Member

Section 2. Qualifications.
The qualifications for membership shall be:
(a) Regular Member - Any person, firm or corporation licensed as a motor vehicle dealer to buy, sell, trade or auction motor vehicles. Regular Members shall have voting rights within TNIADA in accordance with these Bylaws.
(b) Associate Member - Any person, firm or corporation engaged in a business related to or associated with the buying or selling of motor vehicles. Associate Members shall have voting rights in accordance with these Bylaws.
(c) Special Member - Individuals, partners, a collection of individuals, firms or corporations desiring to become affiliated with TNIADA, upon payment of dues as determined by the TNIADA Board of Directors, be eligible to become a Special Member of TNIADA. A Special Member shall not have the right to vote at any meeting of TNIADA.
(d) Sponsor - Any person, firm or corporation engaged in a business related to or associated with the buying or selling of motor vehicles desiring to be affiliated with TNIADA for advertising or promotional purposes is eligible to negotiate for advertising and/or promotional affiliation with TNIADA. A Sponsor shall not have the right to vote at any meeting of TNIADA.
(e) Honorary Member - Any person, firm or corporation may be qualified to become an Honorary Member of NIADA. Honorary Members shall not have voting rights within TNIADA in accordance with these Bylaws.
(f) Lifetime member - All Past Presidents of TNIADA who are no longer serving as President or Chairman of the Board shall be considered to be Lifetime Members of TNIADA. Lifetime Members shall have the same voting rights within TNIADA as Regular Members. (Only one membership per individual).

The Board of Directors may establish other categories of membership, with such rights and obligations as the Board may determine, and may further define the qualifications for membership eligibility in any category.

Section 3. Applications for Membership.
All applications for Membership or Associate Membership in TNIADA shall be submitted directly to TNIADA, accompanied by the first year's dues or fees, and be made in writing on a form signed by the applicant, and shall state: (1) (a) if the applicant is an individual, his name and address; (b) if the applicant is a partnership or joint venture, the name and address of each partner or participant; (2) the locations of the applicant's dealerships if applying for Regular Membership, or other operations if applying for Associate Membership; (3) the kinds of activities engaged in related to motor vehicles; and (4) that the applicant accepts and agrees to abide by the Bylaws of TNIADA.

Section 4. Election of Applicants.
The TNIADA Board of Directors shall have the authority to disapprove any membership application in its sole discretion, provided, however, that any applicant so denied shall have the right to appeal for reconsideration pursuant to processes established by the Board of Directors. Upon request, any applicant for membership or a member of TNIADA shall furnish information specified by the Board of Directors relating to its existing or continuing eligibility for membership in TNIADA. The TNIADA Executive Director shall notify the applicant or any Affiliated Association in the event a membership application is denied.

ARTICLE IV
Fees, Dues and Assessments

Section 1. Fees and Dues.
The dues for all categories of membership shall be determined by the TNIADA Board of Directors. Past Presidents of TNIADA shall not be required to pay dues at any time. Honorary Members of TNIADA shall not be required to pay dues at any time.

Section 2. Assessments.
The TNIADA Board of Directors may, at any time, authorize an assessment against each type of Regular and/or each type of Associate Member, but in no event shall any member be assessed more than Ten Dollars ($10.00) in any six month period.

Section 3. Changes in Qualifications.
If during the membership year, a member of TNIADA shall cease being qualified for the classification of membership held by the member at the beginning of the membership year, the member’s dues shall remain the same for the remainder of that membership year.

ARTICLE V
Resignation, Termination and
Changes in Classification of Membership

Section 1. Resignation.
Any member may resign from TNIADA by so notifying the Executive Director in writing, provided, however, that there shall be no refund of dues in the event that a member resigns, and resignation of membership shall not extinguish such member's financial obligations, if any.

Section 2. Termination.
The TNIADA Board of Directors may suspend or terminate the membership of any member in the event that:
a. The member is sixty (60) days in arrears in the payment of any fee, dues or assessment pursuant to procedures established by the Board of Directors.
b. The member’s conduct has been such as to bring discredit upon TNIADA or independent automobile dealers as a whole, or has failed to comply with appropriate duties and obligations as a member of TNIADA. There shall be no
refund of dues in the event that member’s membership is terminated pursuant to this Article V. Provided however, the TNIADA Board of Directors may, upon that body’s finding of extenuating circumstances, authorize a prorated refund of the balance of a terminated member’s current membership year’s dues, based upon the number of months left in the terminated member’s current member year. Any member facing suspension or termination shall be given reasonable notice thereof, shall be entitled to a hearing before the Board of Directors at the next regularly scheduled meeting of that Board, and shall be provided all other appropriate due process.

Membership may also be terminated by the cessation of business operations of a member, by the timely submission of written notice of membership resignation or non renewal (as provided for in Section 1 of this Article), or by the failure of a member to continue to satisfy the relevant membership requirements established by the Board of Directors. However, such termination of membership shall not extinguish such members' financial obligations, if any.

Section 3. Changes in Classification.
If, during the membership year, a member of TNIADA shall cease to be qualified for the classification of membership held by the member at the start of the membership year, then the member shall be immediately reassigned to the classification of membership for which the member is then qualified. Provided however, if the member has ceased to be qualified for any classification of membership, that membership in TNIADA shall be terminated immediately. However, such termination of membership shall not extinguish such member’s financial
obligations, if any.

Section 4. Delegation of Authority.
The TNIADA Board of Directors may delegate to the Executive Director the authority to terminate membership for failure to pay any fee, dues or assessment as set forth above.

Section 5. Reinstatement.
Any person, firm or corporation whose membership in TNIADA has been terminated because of nonpayment of dues, fee or assessment may request reinstatement as a member, provided, that said request is made in writing within ninety (90) days of the termination of such membership, and provided that the request be accompanied by the unpaid dues, fee or assessment, plus any new dues, fee or assessment which may have become due and payable subsequent to the termination of such membership. The TNIADA Board of Directors shall approve or disapprove all such requests.

ARTICLE VI
The Board of Directors

Section 1. General Powers.
The affairs of TNIADA shall be managed by its Board of Directors. It shall be the Board of Directors’ duty to carry out the objectives and purposes of TNIADA, and to this end the Board of Directors may exercise all powers of TNIADA. The Board of Directors shall be subject to the restrictions and obligations set forth by law and in the Corporation’s Certificate of Incorporation and these Bylaws. In particular, without limitation, the TNIADA Board of Directors, in accordance with the Bylaws of TNIADA, shall elect or confirm, as the case may be, the Officers of TNIADA, shall have final authority in the adoption or rejection of the TNIADA Budget, shall have authority to formulate policies to be followed by TNIADA, shall have final authority to adopt or reject any policies proposed to be implemented by TNIADA, and shall have the power to execute management contracts for the purpose of the Executive Director position.

Section 2. Number and Qualifications.
(a) The Board of Directors shall consist of the following persons:

• The Chairman of the Board
• No less than three (3) Elected Members
• No less than one (1) participating Associate Member
• No less than one (1) participating Auction Personnel

Section 3. Selection and Tenure of Directors (Board Members).
a. Each Director shall serve until such time they become ineligible under these Bylaws to qualify for their position or until such time the Board of Directors deems necessary. Each Director shall commit to attend no less than three (3) Board Meetings per year and at least six (6) monthly conference calls. (The Board of Directors has the right to consider each person’s circumstances and vote accordingly for dismissal or reinstatement of that member).

Section 4. Removal or Resignation of Directors (Board Members).

Any Executive Director may be removed from office at any time by the affirmative vote of at least two-thirds of the voting members present at any meeting at which a quorum is present. Any Executive Director may resign at any time by giving written notice to the President, Secretary or to the Board of Directors. Such resignation shall take effect at the time specified in such notice, or, if no time is specified, at the time such resignation is tendered.

Section 5. Vacancies.
Whenever a vacancy shall occur in the Board of Directors or any Directorship to be filled by reason of an increase in the number of Directors, the vacancy may be filled at any time by the Board of Directors. A Director selected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Vacancies may be filled or new Directorships created and filled at any meeting of the remaining Directors. Such action shall be effected by the affirmative vote of a majority of the remaining Directors, even if less than a quorum of the Board of Directors. The term “vacancy” as used in this section shall include any directorship that is unfilled as the result of absence, death, resignation, removal, or disqualification of a Director.

Section 6. Annual Meetings.
There shall be at least one (1) annual meeting and three (3) Board of Directors meetings during each year.

Section 7. Special Meetings.
Special meetings of the TNIADA Board of Directors may be held at any time upon the call of the TNIADA President or by the direction of 2/3 of the members of the TNIADA Board of Directors, provided that written notice of each meeting is made available to each member director and alternate of the TNIADA Board of Directors at least five (5) days prior to the date of said meeting, and provided that said notice shall state in detail the object of the meeting and the subjects to be considered therein. At Special Meetings of the TNIADA Board of Directors, only business specified in the notice of the meeting shall be transacted by the TNIADA Board of Directors. Special Meetings may be conducted by teleconference.

Section 8. Location of Meetings.
The TNIADA Board of Directors Annual Meeting shall be held at a location to be determined TNIADA’s Board of Directors. Any additional meetings may be held at any location chosen by the TNIADA Board of Directors.

Section 9. Quorum.
a. Regular Meetings. At regular meetings of the TNIADA Board of Directors, a quorum shall consist of 2/3 of the total number of TNIADA Directors, except as otherwise provided in theses Bylaws.
b. Special Meetings. A quorum at Special Meetings of the TNIADA Board of Directors shall consist of 2/3 of the total number of Directors.

Section 10. Voting.
Each Director is entitled to one (1) vote. Except as otherwise provided by law or these Bylaws, action may be taken by the affirmative vote of a majority of those present. No proxy votes shall be considered. Under no circumstances will more than one TNIADA Board Member be allowed to represent any one member dealer. One membership equals one vote. Additionally, one TNIADA Board Member may represent only one member dealership.

Section 11. Presiding Officer.
The meeting of the TNIADA Board of Directors shall be presided over by the TNIADA President or, in the President’s absence, by the TNIADA Executive Director or, in the Executive Director’s absence, by the TNIADA President Elect. In the absence of all three of these Officers, a presiding officer shall be selected by those TNIADA Directors present from among their group.

Section 12. Business.
At regular meetings of the TNIADA Board of Directors, the Board shall be empowered to transact any and all business which may come before it, provided that such business is not in conflict with the restrictions and obligations set forth by law and in the Corporation’s Certificate of Incorporation and these Bylaws.

Section 13. Rules and Minutes.
All meetings of the Board of Directors shall be conducted in accordance with the latest edition of Robert's Rules of Order, to the extent that such parliamentary procedures are not inconsistent with these Bylaws, the Corporation’s Articles of Incorporation, the Act, or rules adopted by the Board of Directors. Minutes of each meeting shall be recorded by the Secretary, containing results of the deliberations of the Board of Directors. The minutes shall be submitted to the Board of Directors for approval at the subsequent meeting of the Board of Directors.

Section 14. Notice.
Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The transaction of business at any meeting, however called or noticed, or wherever held, shall be as valid as though held at a meeting duly held after call and notice if a quorum be present and if, either before or after the meeting, each director not present signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.

ARTICLE VII
Officers

Section 1. Definition of Officers.
The Officers of the Corporation shall be a Chairman, President, President-Elect, a Treasurer, and Secretary. All Officers shall first be members of the Board of Directors. The offices of President and President-Elect, and President and Secretary, may not be held by the same person.

Section 2. Election, Term and Qualification.
The Officers of TNIADA shall be elected or confirmed, as the case may be, by the TNIADA Board of Directors at its annual meeting as provided for in these Bylaws. Only Regular Members or Associate Members in good standing shall be qualified to serve as Officers of TNIADA. Officers shall be elected for a one-year term and shall serve until the next Annual Meeting of the TNIADA Board of Directors, or until their replacement has been confirmed. The same person shall not be eligible for election to the office of President or President-Elect for more than two consecutive terms. One officer may not hold two offices at the same time.

Section 3. Vacancies.
In the event that the office of Chairman of the TNIADA Board of Directors becomes vacant, the vacancy shall be filled pursuant to procedure as set forth in Section 4 of this Article. In the event that the office of President shall become vacant, the President Elect shall become President for the unexpired portion of the term. The TNIADA Board of Directors may fill any vacancies among the other Officers by selecting a replacement to serve for the unexpired portion of the term. The serving of an unexpired portion of a term shall not preclude an officer from being eligible to serve two full consecutive terms in such position, if elected to do so by the TNIADA Board of Directors.

Section 4. Chairman of the Board.
The office of Chairman of the Board shall automatically be filled by the immediate Past President, provided that person shall not then be serving as President. In the event that the immediate Past President is not eligible to fill the office of Chairman of the Board, the immediate past Chairman of the Board shall continue as Chairman. In the event that the immediate past Chairman shall decline to so serve, the office of Chairman of the Board shall be filled by a vote of the TNIADA Board of Directors.

Section 5. President.
The President shall be the Chief Elected Officer of TNIADA and shall have the duties and powers which normally pertain to that office. The President shall be an ex-officio member of all committees of TNIADA.

Section 6. President –Elect.
The President Elect shall be elected by the TNIADA Board of Directors. The President -Elect shall act in the absence of the President and shall be an ex-officio member of all committees. The President-Elect shall hold that office for the year in which elected and shall succeed to the office of President in the following year, or sooner, in the event of a vacancy in that office. In the event that the President -Elect notifies the Board of Directors of his/her inability to serve, the Board of Directors shall designate one of its members to serve in that office.

Section 7. Secretary.
The Secretary shall be elected at large by the TNIADA Board of Directors. The duties of the Secretary shall be such as usually pertain to that office. The Secretary shall record the minutes of all meetings of the Board of Directors; maintain such minutes in one (1) or more books provided for such purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be the custodian of the corporate records, including but not limited to all correspondence of the Corporation; be the custodian of the seal of the Corporation and see that such seal is affixed to all documents where necessary, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the 10 provisions of these Bylaws; and in general perform all of the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Section 8. Treasurer.
The Treasurer shall be elected at large by the TNIADA Board of Directors. The Treasurer shall be responsible for the accounting of all monies and funds or properties of TNIADA and the disbursement of such funds pursuant to authorization of the TNIADA Board of Directors. The Treasurer may delegate to the TNIADA Executive Vice President and/or Executive Secretary any or all duties and powers of the Office, provided that such delegation is made in writing and is approved by the TNIADA Board of Directors, and provided further that such delegation may be revoked at any time by the TNIADA Treasurer or Board of Directors.

Section 9. Past Presidents.
All Past Presidents (who are no longer serving as President or Chairman of the TNIADA Board) shall be considered as Lifetime Members of TNIADA. The Past Presidents shall also be named members of the ex -officio Presidents Committee.

Section 10. Termination of Office.
The TNIADA Board of Directors may, at any time in its sole discretion and with or without cause, declare any office to be vacated.

Section 11. Vice President(s).
There shall be Vice Presidents who shall be assigned such duties as determined by the TNIADA Board of Directors or President as follows:
(a) One (1) Senior Vice President shall be elected at-large by the Board of Directors.
(b) One (1) Vice President shall be elected from each of the TNIADA Regions by the Board of Directors. For purposes of section, TNIADA Regions shall mean geographical regions of the state of Tennessee. These TNIADA Regions shall be determined by the TNIADA Board of Directors, at their discretion. TNIADA Regions shall be compact and contiguous. To be eligible for election from a specific TNIADA Region a member must be domiciled within the geographical boundaries of that region.

Section 12. Expenses and Compensation.
With the exception of the Executive Director and staff, and the provisions of Article XVII of these Bylaws, no salary shall be paid to any TNIADA officer. Budgeted and verified expenses for TNIADA travel and/or work incurred by TNIADA Board Members, Executive Vice President, Committee Chairmen and/or Committee Members shall be reimbursed in accordance with the TNIADA Budget and Policy Manual.

ARTICLE VIII
Executive Director

The day-to-day management of TNIADA shall be vested in an Executive Director, who shall be known as the chief staff officer and whose employment and termination shall be the responsibility of the TNIADA Board of Directors. The TNIADA Executive Director shall have such authority and duties as are determined by the TNIADA Board of Directors. The Executive Director shall be responsible for employment and termination of the other TNIADA staff, with the exception of any staff attorney(s). In the absence of an Executive Director, the TNIADA Board of Directors shall be responsible for employment and termination of the TNIADA staff.

ARTICLE IX
Committees

Section 1. Committees
(a) Qualifications and Tenure. Regular Members or Associate Members in good standing with TNIADA, and the current TNIADA State Executive Director shall be qualified to serve on other committees of TNIADA. Except for the Ex-Officio Presidents Committee, members of such committees shall be appointed by the President, and the term of service for committee members shall be for one (1) year or through the end of the next Annual Meeting. Nothing herein shall preclude any qualified TNIADA member from re-appointment.
(b) Appointments. Committee members shall be appointed by the TNIADA President. The TNIADA President shall have the power to remove any member and to fill any vacancy on any committee to which that office has the power to appoint. The President shall designate one of the committee members to be chairman of each committee.
(c) Meetings and Voting of Committees. All committees may provide by resolution the time, date and place for holding regular meetings of the committee without other notice than such resolution. The chairman of the committee may call special meetings. Notice of special meetings shall be same as those specified for the Board of Directors, unless otherwise specified. A quorum for a committee under this Article to conduct business shall consist of a 2/3 of the members of the committee. Except for the Board of Directors, no committee of TNIADA shall have the power to act on behalf of or to bind TNIADA in any manner. Any committee recommendation to be forwarded to a higher authority for consideration shall have been approved by a majority vote of the committee members present at the meeting, except that when authorized by the President, a mail or telephone vote may be taken, in which case a majority of the full committee must approve any committee recommendation. A notation shall accompany any recommendation submitted by a committee wherein a majority of the committee members were not involved in voting on the recommendation. No proxy votes shall be considered.

Section 2. Ex-Officio Presidents Committee.
The TNIADA Ex Officio Presidents Committee shall be composed of all past Presidents of TNIADA.

Section 3. Membership Committee.
The TNIADA Membership Committee shall be composed of a minimum of three members, and shall have responsibility for developing membership in TNIADA. This Committee shall oversee ethics and standards for the membership.

Section 4. Legislative Committee.
The TNIADA Legislative Committee shall be composed of a minimum of three members, and shall have the authority and duty of reviewing the progress of legislation at the state level, making recommendations regarding legislative issues and keeping the TNIADA Board of Directors informed on all legislative matters affecting the independent automobile dealer industry and TNIADA.

Section 5. Member Benefit Committee.
The TNIADA Member Benefit Committee shall consist of the current Executive Director and their staff. This committee shall have the authority to recommend TNIADA policy concerning all TNIADA approved member benefit programs and shall report to the Board of Directors. This authority shall include, but is not limited to, recommendation of approval of all new programs, amending or canceling current programs.

Section 6. Bylaws Committee
The TNIADA Bylaws Committee shall be composed of a minimum of 3 members appointed by the TNIADA President. This committee will monitor the operating environment of TNIADA and the auto industry and suggest changes to update and revise the Bylaws as needed.

Section 7. Other TNIADA Committees.
The TNIADA Board of Directors or President may establish such other committees as will further the objectives of TNIADA.

Section 8. Conflicts of Interest.
Notwithstanding any other provision of these Bylaws or the Certificate of Incorporation, all TNIADA members, who are serving on Committees, that have any conflict of interest, whether apparent or actual, shall report the conflict to either the Chairman of the respective committee or the President of TNIADA, and abstain from voting upon the issues in which the conflict exists.

ARTICLE X
Contracts

All contracts entered in the name of TNIADA shall be authorized by the Board of Directors, except that the TNIADA Executive Director may enter into contracts for, annual meetings/conventions, promotional and marketing, and any other contracts on behalf of TNIADA that has been approved by the Board of Directors. Such authority may be revoked at any time by the TNIADA Board of Directors.

ARTICLE XI
Association Funds

Section 1. Operations.
The monies of TNIADA shall be carried in the name of the Tennessee Independent Automobile Dealers Association in a bank, or banks, named by the TNIADA Board of Directors. All checks issued against the checking and/or savings account of TNIADA shall be signed by any of the following: President, Treasurer, or Sr. Vice President; so designated by the Board of Directors. Checks of $5,000.00 or more would require a 2/3 majority vote of the Board of Directors. Where the need arises, in the opinion of the Treasurer, to urgently disburse Funds in excess of $5,000.01, electronic polling of all Board Members, with 2/3 members responding in the affirmative, is sufficient means of notification. All money designated to a management company agreement will be placed in a bank of Management Company’s choice.

Section 2. Investments.
The TNIADA Treasurer, President and Vice President, by unanimous decision, shall have the authority to invest TNIADA funds, provided such investment methods are beneficial to TNIADA. Such actions must be reported to the TNIADA Board of Directors at their next meeting, and if necessary explain how the chosen investments benefits are superior to the previous investment(s).

ARTICLE XII
Budget

The TNIADA Treasurer shall be responsible for developing a financial budget for each TNIADA fiscal year.

ARTICLE XIII
Fiscal Year

TNIADA’s fiscal year of the Corporation shall be from January 1 to December 31, inclusive, or on such other date as determined by the Board of Directors.

ARTICLE XIV
Affiliated Association

TNIADA has an affiliation with the National Independent Automobile Dealers Association (“NIADA”). A portion of the TNIADA membership dues are calculated on a monthly basis and forwarded to NIADA for services which include but are not limited to: bimonthly magazine publication and distribution to all registered automotive dealers in the state of Tennessee, bi-monthly distribution of the National Used Car News magazine, educational training, and legislative updates. This affiliation will remain in effect until otherwise voted upon by the TNIADA Board of Directors.

ARTICLE XV
Amendment of the Bylaws

The TNIADA Bylaws may be altered or amended at any regular or special meeting of the TNIADA Board of Directors. A two-thirds vote of the TNIADA Board members present at the meeting shall be required to adopt any such changes or amendments.

ARTICLE XVI
Antitrust Policy Statement

TNIADA is organized to promote, develop and maintain the advancement of the independent automobile dealer. TNIADA is not intended to, and may not, play any role in the competitive decisions of its members or their employees, or in any way restrict the competition in any aspect of the independent automobile dealer industry. The TNIADA Board of Directors through this statement of policy makes clear its unequivocal support for the policy of competition served by the antitrust laws and its uncompromising intent to comply strictly in all respects with those laws. It is the individual responsibility of every member of TNIADA to be guided by the antitrust laws. It shall be the special responsibility of committee chairmen and association Officers to assure that this policy is known and adhered to in the course of activities pursued under their leadership. It is not TNIADA’s role to act as an arbiter or judge of competitive conduct of industry members. As such, this statement of antitrust policy is not a mechanism through which members should charge another member with illegal action.

ARTICLE XVII
Limitation of Liability and Indemnification

Section 1. Limitation of Liability.
To the fullest extent permitted by the General Corporation Law of the State of Tennessee and the IRC, the personal liability of the Directors, Officers, committee members, and employees of the Corporation is hereby eliminated.

Section 2. Indemnification.
To the fullest extent permitted by the General Corporation Law of the State of Tennessee and the IRC, TNIADA shall indemnify its Directors, Officers and employees. Every director, officer or employee of TNIADA shall be indemnified by TNIADA against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon the individual in connection with any proceeding to which the individual may be made a party, or in which the individual may become involved, by reason of the individual being or having been a director, officer or employee of TNIADA, or any settlement thereof, whether or not the individual is a director, officer or employee at the time such expenses are incurred, except in such cases wherein the director, officer or employee is adjudged guilty of willful malfeasance in the performance of the individual’s duties. Provided, however, in the event of a settlement, the indemnification herein shall apply only when the TNIADA Board of Directors approves such settlement and reimbursement as being for the best interest of TNIADA. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director, officer or employee may be entitled.

ARTICLE XVIII
Inurement

No part of the net earnings of TNIADA shall inure to the benefit of, or be distributable to, its Officers, Directors, committee members, employees, or other private persons, except that TNIADA shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.

ARTICLE XIX
Conflicts of Interest

In all instances, Directors, Officers, committee members, and employees of the Corporation should avoid all actions involving material conflicts of interest with the Corporation. From time to time, as necessary, the Board of Directors may develop policy guidelines to help ensure the avoidance of any such material conflicts of interest. No contract or transaction which may result in a direct or indirect financial or personal benefit to one of more the Corporation’s Directors, Officers, or employees shall be void or voidable solely for this reason, if:
(1) The material facts of the individual’s or individuals’ relationship or interest in the contract or transaction are disclosed or are known to the Board of Directors, and the Board of Directors explicitly reviews the matter with the concerned individual or individuals absent while that matter is being discussed; and
(2) The Board of Directors in good faith authorizes the contract or transaction in advance by the affirmative vote of a majority of the disinterested Directors, even though the disinterested Directors or members may constitute less than a quorum; and
(3) The contract or transaction is fair to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors. Interested Directors, Officers or other interested individuals shall recuse themselves from Board of Directors meetings during both discussion and voting in connection with potential or actual conflict of interest situations. An interested individual may, however, answer questions if he or she otherwise recuses himself or herself.

Interested Directors members may be counted in determining the presence of a quorum at a meeting of the Board of Directors at which the Board authorizes the contract or transaction at issue.

ARTICLE XX
Governing Law

All questions with respect to the construction of these Bylaws shall be determined in accordance with the applicable provisions of the laws of the State of Tennessee.

ARTICLE XXI
Seal

The seal of the Corporation shall be circular in form and shall bear the name of the Corporation, the year of its incorporation, and the words “Corporate Seal, State of Tennessee.”

ARTICLE XXII
Headings

The headings of these Bylaws are intended solely for the convenience of reference and are not intended for any purpose whatsoever to explain, modify or place any construction upon any of the provisions of these Bylaws.

ARTICLE XIII
Severability

All provisions of these Bylaws are severable. If any provision or portion hereof is determined to be unenforceable in arbitration or by a court of competent jurisdiction, then the remainder of the Bylaws shall remain in full effect.

Adopted by the Board of Directors: April 24, 2007                                                    Last Revised: January 9, 2011

By: ______________________________________
Michael A. Dorsey
President, TNIADA

By: ______________________________________
John W. Niven Jr.
Secretary, TNIADA