Bylaws of the Mid-South
Educational Research Foundation, Inc.

Article I: Offices

1. The principal office of the Corporation shall be 3120 Domar, Memphis, Tennessee 38118-2735.
2. The Board of Directors (hereafter known as Board) has full power and authority to change the principal office from one location to another within the State of Tennessee by adopting an appropriate resolution and noting the change of address and effective date.

Article II: Purposes

1. The purposes for which the corporation is organized are exclusively for educational, scientific, and charitable purposes, including, for such purposes the receipt of donations and books to further educational research and the making of distribution to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), and in particular:

   A. To encourage quality educational research in elementary and secondary schools and higher education institutions in the Mid-South.

   B. To promote the application of the results of quality educational research in the schools and higher education institutions in the Mid-South.

   C. To cooperate with other educational research organizations in the encouragement and provision of results of quality educational research to elementary and secondary schools and higher education institutions in the Mid-South.

Article III: Board of Directors

1. The corporate powers and management of the Corporation will be invested in and exercised by the Board, subject to the provisions of the Article of Incorporation and the Bylaws.
2. The Board shall consist of fourteen (14) members, two (2) of which shall come from each of the following states--Alabama, Arkansas, Kentucky, Louisiana, Mississippi, and Tennessee--and two (2) of which shall be at large from within or outside the constituent states. The President, Vice President, and the Executive Secretary of the Mid-South Educational Research Association shall serve as ex officio members of the Board. The Executive Secretary of the Mid-South Educational Research Association shall also serve as the Secretary/Treasurer of the Corporation as the registered agent of the Corporation.
3. The term of all directors shall be three (3) years. However, for the initial Board, four (4) shall have a term of three (3) years, four (4) shall have a term of two (2) years, and four (4) shall have a term of one (1) year. Term length of the initial directors shall be determined by random assignment. Members of the Board shall be limited to serving two (2) consecutive, three-year terms. Partial terms shall not affect this limitation.
4. Except for the initial members of the Board, the regular term of each member shall commence on December 1, following the regular annual meeting of the Board.
5. Members of the Board shall be selected by a vote of the full Board at the regular annual meeting or by mailed ballot. Nominations shall be submitted by the Nominations Committee of the Board. The initial members of the Board shall be appointed by the President of the Mid-South Educational Research Association, in consultation with the offices and directors of that Association.
6. All members of the Board shall serve without compensation. However, the Board may authorize the payment of a stipend to the Secretary/Treasurer of the Corporation.
7. The Board shall fix the policies of the Corporation, in particular, those governing the solicitation and disbursement of funds, and shall oversee the investment of all funds held by the Corporation.
8. The election of members of the Board shall be held at the regular annual meeting. If a vacancy should occur, the Board may, by mailed ballot, choose a successor to serve the balance of the unfinished term.

Article IV: Officers of the Board

1. The officers of the Corporation shall be a President, who shall serve as chair of the Board, a Vice President, and a Secretary/ Treasurer.
2. To be eligible to serve as an officer, a person need not be a member of the Board. Officers shall not be entitled to vote as a director unless they are members of the Board.
3. The officers of the Corporation shall hold office at the pleasure of the Board for a term of one year. Except for the initially elected officers, the regular term of each officer shall commence on December 1. The election of officers shall take place at the regular annual meeting of the Board. Any person serving as an officer of the Corporation may serve consecutive terms.
4. The President shall preside at all meetings of the Board, shall present at the regular meeting a report on the conditions of the Corporation, shall call all regular and special meetings of the Board in accordance with the provisions of the Bylaws, and shall have the power and authority on behalf of the Corporation as authorized by the Board.
5. The Vice President shall, in the absence of the President, perform the duties and exercise the powers of the president and shall perform such other duties as the President of the Board shall prescribe.
6. The Secretary/Treasurer shall have custody of the corporate minutes and records, shall record and distribute the minutes of the meeting of the Board, and shall perform such other duties as may be directed by the Board, and shall also be the chief financial officer for the business and financial affairs of the Corporation. Upon recommendation of the Board, the Executive Secretary of the Mid-South Educational Research Association shall serve as the Secretary/Treasurer and shall have custody of the corporate funds and properties and shall keep full and accurate accounts of all receipts and disbursements in books and records belonging to the Corporation. The Secretary/Treasurer shall deposit all monies and funds of the Corporation in the name of and to the credit of the Corporation in a bank or banks selected by the Board. At each regular meeting of the Board and at such time as the Board may require, the Secretary/Treasurer shall render a report giving an account of all transactions and disclosing the financial condition of the Corporation.

Article V: Meetings

1. The Board shall hold at least one annual meeting. This meeting shall be held in conjunction with, and at the same site of, the annual meeting of the Mid-South Educational Research Association.
2. Other meetings of the Board may be scheduled by the President upon seven (7) days notice given to each director, either by telephone, mail or other forms of electronic communication.
3. The presence of eight (8) directors shall be necessary to constitute a quorum for the transaction of business. The acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board.