The exact name of the corporation is  East Tennessee Meeting Professionals, Inc.







            A.        The corporation is a public benefit corporation. This corporation will have members.


            B.        The corporation’s initial registered agent and office in Tennessee is:


                                                Jim Johnson

                                                8337 Birch Run Lane

Knoxville, Tennessee  37919


            C.        The address of the corporation’s principal office is:


                                                8337 Birch Run Lane

Knoxville, Tennessee  37919



            D.        The name and address of each incorporator is:


                                                Jim Johnson

                                                8337 Birch Run Lane

Knoxville, Tennessee  37919


                                                Norma Cardwell

                                                7800 Hoff Lane

Knoxville, TN 37938





            The corporation is organized under the applicable provisions of Tenn. Code Ann. § 45-51-101, et seq., and shall at all times be operated exclusively for educational purposes as specified in Section 501 (c)(3) of the United States Internal Revenue Code of 1986, as amended.




            Those  purposes of the corporation include engaging in the following activities:


A.        Encouraging and improving communications, understanding and cooperation between meeting planners and suppliers through periodic meetings, discussions, and conferences;


B.        Expanding the knowledge and abilities of planners and suppliers by conducting formal educational programs;


C.        Aiding planners in locating and evaluating meeting facilities and support services;


D.        Assist both meeting planners and suppliers in enhancing their personal and professional skills and increasing their career development opportunities;


E.        Promoting an understanding in decision-making areas that directly or indirectly impacts the scope of operations of the planners and suppliers;


F.         Maintaining liaison activities with other professional meeting planner and supplier organizations; and


G.        Providing guidance and advice to planners and suppliers on all phases of planning, executing, and evaluating meetings.







            The corporation shall take all appropriate actions to promote diversity, multi-culturalism and non-discrimination within the field of mediation. Diversity includes valuing and respecting individual strengths, viewpoints, and contributions of every individual or organization with an interest in the corporation’s activities or concerns. Diversity is viewed as a positive asset in the corporation’s growth and success. The corporation values and seeks a diverse membership. Individual viewpoints and contributions are pursued and respected. There are no barriers to participation in the corporation on the basis of ethnic background, gender, creed, age, sexual orientation, national origin, or disability.  Further, the corporation actively encourages and implements diversity in its work, including its publications, and in its committees and task forces.  Members and all persons participating in the corporation’s programs and activities are encouraged to be a part of this endeavor.




            A.        The corporation shall have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is formed; provided that no such power shall be exercised in a manner inconsistent with the laws governing not-for-profit corporations in the State of Tennessee or Section 501(c)(3) of the Internal Revenue Code of 1986 as amended.


            B.        The By-Laws of this corporation may be altered, amended or repealed and new By-Laws adopted by a majority of the Board members present at any meeting called for that purpose, if each Board Member is given at least fifteen (15) days’ written notice, electronically or in print, of the proposal to alter, amend, or repeal the existing By-Laws, or adopt new By-Laws, at such meeting.


            C.        The corporation shall indemnify its officers, employees and agents to the extent permissible as provided in Tenn. Code Ann. § 48-58-501 to 509.


            D.        Upon the liquidation or dissolution of the corporation, after payment of all of the liabilities of the corporation or due provision therefor, all of the assets of the corporations shall be disposed of by a pro-rated share to the members in good standing at the time of dissolution.


            E.        No Board Member of the corporation shall be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as an officer or director notwithstanding any provision of law imposing such liability; provided, however, that the foregoing provision shall not eliminate or limit the liability of an officer or director of the corporation (1) for any breach of Board Member’s duty of loyalty to the corporation or its members,  (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (3) for any transaction from which the officer or director derived an improper personal benefit.  To the extent permitted by law, no amendment or deletion of the foregoing provision shall apply or be effective with respect to actions or omissions of any officer or director of the corporation occurring prior to the date said amendment or delegation became effective.







            The effective date of organization of the corporation shall be the date these Articles of Incorporation are approved and filed by the Secretary of State of Tennessee.



            IN WITNESS WHEREOF, the undersigned have executed these Articles of Incorporation this 26th day of June, 2002.





______________________________     ____________________________

Jim Johnson, Incorporator             Norma Cardwell, Incorporator

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