Bylaws
Adopted
November
14, 2007
Bylaws
in Microsoft
Word format
Operating
Instructions in Microsoft Word format
I. MISSION
II. FUNCTIONS, SCOPE, AND ACCOUNTABILITY
A. Functions
B. Scope
C. Accountability
III. MEMBERSHIP
A. Authority
B. Terms of Office
C. Vacancies
IV. MEMBERSHIP RESPONSIBILITIES
A. Board Commitments
B. Liaison Commitments
V. BOARD STRUCTURE
A. Chair, Vice Chair, and Secretary
B. Committees
C. Other Committees and Task Forces
D. Structures of Committees, Ad-hoc Committees, and Task Forces
E. Executive Committee
F. Work Sessions
G. Executive Session (Closed Session)
H. Removal of Board Officers
I. Replacement of Officers
VI. DECISION MAKING
A. Quorum for Meetings
B. Approval of Recommendations
C. Proxy Voting
D. Bylaws Amendments
E. Removal of Officers
F. Requirements for Recommendations to EM
G. Administrative Decision Making
H. Procedures and Parliamentary Law
VII. ROLE OF THE FACILITATOR
VIII. CONDUCT AND FORMAT OF MEETINGS
A. Meeting Format
B. Conduct of Meetings
IX. BUDGET
A. Authority
B. Compensation
C. Travel Expense
X. EVALUATION
XI. CONFLICT OF INTEREST
A. Definition
B. Enforcement of Conflict of Interest Policy
C. Recusal
D. Principles of Conduct
XII. AMENDING THE BYLAWS
A. Policy
B. Approval
XIII. ADOPTION OF THE BYLAWS
XIV. SUBORDINATION AND SEVERABILITY OF THE BYLAWS
I.
MISSION
The mission of the
Environmental Management (EM) Site Specific Advisory Board (the Board)
at Oak Ridge, Tennessee is to provide meaningful opportunities for
collaborative dialogue among the diverse multicultural communities
surrounding the Oak Ridge Reservation, EM, and the U.S. Department of
Energy (DOE) Oak Ridge Office (ORO). The Board is chartered under the EM
Site Specific Advisory Board Charter. At the request of the Assistant
Secretary, the ORO Manager, or the ORO Assistant Manager for EM, the
Board may provide informed advice and recommendations concerning the
following EM site-specific issues: cleanup standards and environmental
restoration, waste management and disposition, stabilization and
disposition of non‑stockpile nuclear materials, excess facilities,
future land use and long-term stewardship, risk assessment and
management, and cleanup science and technology activities. The Board may
also be asked to provide advice and recommendations on any other EM
project or issue. The Board ensures early, ongoing community access to
information (and its interpretation and implications) and dialogue that
improves the quality of the decision-making process of EM and ORO.
II. FUNCTIONS, SCOPE,
AND ACCOUNTABILITY
A. Functions:
At the
specific request of EM, the
Board will provide independent advice and recommendations to the
Assistant Secretary for EM, the DOE ORO Manager, or the DOE ORO
Assistant Manager for EM. The Board will provide advice and
recommendations in response to charges issued by EM or the Site Manager.
B. Scope:
The scope of the Board includes:
1. The opportunity for the Board to discuss with EM their
proposals and plans for such matters as EM facility expansions and
closings, environmental projects, and the impact of environmental
regulations; and
2. Any aspects of EM issues related to cleanup standards
and environmental restoration, waste management and disposition,
stabilization and disposition of non‑stockpile nuclear materials, excess
facilities, future land use and long‑term stewardship, risk assessment
and management, and cleanup science and technology activities.
C. Accountability:
The Board
interacts with the appropriate EM decision makers to provide advice on
matters within its scope, on behalf of the citizens of Oak Ridge and the
surrounding communities.
1. The Board seeks a free and open two-way exchange of
information and views between Board members and EM, where all are
invited to speak and to listen.
2. Board members may request access to independent
technical advice, staff, and training.
3. The Board will develop specific operating procedures
and undergo requisite training to ensure that all members will hear a
wide range of views and use constructive methods for resolving conflict,
making decisions, and dealing with the differing viewpoints.
4. The Board will always remain accountable to the public
and EM, and seek to promote multicultural community involvement. The
Board will develop culturally appropriate procedures to ensure public
participation in EM's decision-making processes.
5. In compliance with the Federal Advisory Committee Act,
Board meetings will be open to the public, and the Board will give
advance notice of a minimum of 15 days. Board meetings will be held at
regular times in public locations to encourage maximum public and Board
participation.
6. EM will always remain mindful of the various
stakeholder interests represented on the Board. It will seek to ensure
that all interested parties and stakeholders continue to be adequately
and equitably represented.
7. The Board members will send all requests to the EM
Deputy Designated Federal Officer (DDFO) to ensure a prompt response.
The DDFO is responsible for tracking DOE responses to requests from the
Board and ensuring the completeness of those responses.
8. Site Specific Advisory Boards are jointly chartered as
the EM Site Specific Advisory Board under the Federal Advisory Committee
Act. The Board is thereby subject to the requirements of the EM Site
Specific Advisory Board Charter, the Federal Advisory Committee Act (5
USC Appendix), and Federal Advisory Committee Management Requirements
(41 CFR 101-6).
9. The Board shall develop and publish an Oak
Ridge–specific annual report and seek stakeholder input and develop a
general work plan each year based on the Board's charge to guide the
Board and its committees' activities.
10. The Board will also maintain a repository of the Oak
Ridge Board documents.
III.
MEMBERSHIP
A.
Authority:
Pursuant to delegated authority, the Assistant Secretary
for EM is authorized to appoint and remove EM SSAB members.
B. Terms of Office:
The Board shall consist of not more than 20 voting members. Two
non-voting student representatives identified each year by area high
schools will participate in Board activities for one year.
The Board membership is on a rotation schedule that will
encourage new individuals to participate and will maintain a balance
between continuity and diversity inherent in the makeup of the Board.
1. Terms of office will be two years.
2. Members may serve three terms for a total of six years.
3. If after significant recruitment efforts, it is found
that the member pool is limited, a request for an exception from term
limits may be made by the affected Field Manager to the Assistant
Secretary.
C. Vacancies:
As soon as a vacancy exists following completion of a
Board member's term, resignation, or removal, Board members, members
from the Oak Ridge communities at large, or individuals who work in the
Oak Ridge area may be considered to fill the vacancy. Nominees should
meet, as far as possible, the Board's existing stakeholder balance,
diversity, and geographical distribution. The DDFO shall forward his/her
recommendations to the Office of EM in DOE Headquarters for approval.
When a vacancy exists due to resignation or removal of a Board member,
the vacancy shall be filled by interim appointment for the remainder of
the unexpired term in accordance with the DOE EM Site Specific Advisory
Board Guidance.
IV.
MEMBERSHIP RESPONSIBILITIES
A. Board Commitments:
Board
members make the following commitments:
1. To attend regular meetings and receive training;
2. To review and comment on EM and other documents within
their purview that come before the Board, and submit timely
recommendations to EM;
3. To be available for committee work between Board
meetings, and to participate fully in the affairs of the Board;
4. To work collaboratively and respectfully with other
Board members and liaisons in the best interests of both the Board and
the public;
5. To represent accurately all matters before the Board;
6. To handle in a responsible manner information and
materials provided by the agencies, particularly drafts developed for an
agency’s in-house use, that might have significant future revisions as
part of the agency’s working practices;
7. To share any written communication about or for Board
activities with the Board as a whole and with the DDFO;
8. To act for the Board or as its representative only with
the majority vote of the Board;
9. To serve on at least one committee or task force during
any given twelve month period as appointed by the Chair; and
10. To abide by the terms and conditions of the EM SSAB
Charter and these bylaws.
B.
Liaison Commitments:
The
Board requests that liaisons make the following commitments:
1. To define and communicate clearly to the Board the
respective decision‑making processes of the agencies they represent;
2. To provide timely access to information pertinent to EM
and associated environmental issues and related decision making;
3. To inform the Board in a timely and proactive manner of
agency processes, programs, projects, and activities pertinent to the
Board’s mission and purpose.
V. BOARD
STRUCTURE
A. Chair, Vice Chair,
and Secretary:
The Board will elect by
majority vote, a Chair, Vice Chair, and Secretary, who will ensure that
a diversity of viewpoints are considered in all Board discussions. The
Chair will support the Board in a balanced and unbiased manner,
irrespective of any personal views on a particular issue and see that
all Board members have the opportunity to express their views.
1. The election for Chair, Vice Chair, and Secretary will
be held before the first meeting of the fiscal year. The terms of the
Chair, Vice Chair, and Secretary will be one year beginning on the day
they were elected.
2. The Chair will serve as liaison with the Federal
Coordinator, support staff, and facilitator(s), assisting in the
preparation of the agendas, minutes of the meetings, and other necessary
arrangements.
3. The Chair certifies to the accuracy of all minutes.
4. The Chair signs the certification of a recommendation
that the Board has passed by consensus/majority. If consensus/majority
is not reached, the Chair may refer the matter back to a committee or
sign and send to DOE the majority and minority reports.
5. The Chair assures necessary administrative support for
the committees and task forces, and requests DOE support through the
DDFO.
7. The Chair shall recommend appointment of members of
task forces to the DDFO and ensure that the membership of the committees
and task forces reflects the diversity of the Board to the extent
practicable.
8. The Chair serves between regular meetings of the Board
as contact for EM, interest groups, and the general public.
9. The Vice Chair serves as Chair in the absence or
incapacity of the Chair.
10. The Secretary shall:
a. Assume the duties of the Vice Chair in his/her
absence or disability;
b. Work with administrative staff to give due notice
to DOE, Board members, and the public of all Board and committee
meetings;
c. Keep full and accurate records of the proceedings
of the Board and committee meetings (including attendance), with
assistance from administrative staff;
d. Notify the Executive Committee of any member with
two consecutive absences from regularly scheduled Board meetings;
e. Review minutes of Board meetings with the
administrative staff for timely distribution to Board members; and
f. Work with the DOE Federal Coordinator,
administrative staff, and any designated committee to review an annual
report and an annual work plan. The Board year begins in September for
purposes of annual reporting.
g. Prior to any vote, provide a status of members
present to verify whether a sufficient quorum exists for
recommendations.
11. The Chair, Vice Chair, and Secretary will have other
duties as assigned by the Board.
12. In the absence of the Chair, Vice Chair, and Secretary,
the immediate past Chair, if that person still serves on the Board,
shall serve as Chair of the Board meeting. In the absence of the
immediate past Chair, the immediate past Vice Chair, if that person
still serves on the Board, shall serve as Chair of the Board meeting. If
none of these persons is present, those Board members present shall
select, with the approval of the DDFO, a Chair for the meeting.
13. No officer of the Board shall serve more than two
consecutive years in the same office.
B.
Committees:
The Board will
establish its committees prior to the beginning of each fiscal year to
reflect the Board’s approved work plan for that year. Each committee so
established will submit before October 1st an annual work
plan for approval by the Board and DOE.
C.
Other Committees and Task Forces:
The Board
may establish ad hoc committees or task forces as it deems necessary.
D. Structures of
Committees, Ad-hoc Committees, and Task
Forces:
1. Membership on committees will be on a volunteer basis,
and Board members must serve on at least one committee.
2. Committee members may develop additional operating
procedures consistent with the bylaws.
3. Committees may not directly submit recommendations to
EM. They are solely responsible for producing draft proposals or
information for the full Board. Before presenting a recommendation to
the Board, the committee should have passed the recommendation by
majority vote of the members attending the meeting.
4. The committees will meet independently of the Board. If
the meetings of the committee are open to the public, they must hold
them in public locations after appropriate notice.
5. If a written summary of the committee meetings is
prepared, the Chair of the committee will provide it to the Board.
6. Election of the Chair for the committees will occur
annually, or as necessitated by vacancies. Standing committees may, at
their discretion, internally select, elect, appoint, or remove committee
Co-Chair or Vice Chair (either title bearing the same intended meaning),
from among only the properly appointed Board members of the committee.
Co-Chairs or Vice Chairs shall serve and act in the temporary absence of
the duly elected committee chairperson.
7. Committee Chairs shall notify the Board Chair and the
DDFO of the selection, election, appointment, or removal of any standing
committee Co-Chair or Vice Chair.
8. Non-Board members shall be allowed to vote in committee
meetings but shall not hold Committee leadership positions.
9. Ad-hoc committees and task forces shall be established
by the Board for the purpose of investigating special topics. The charge
to, Board membership of, and Chair of the ad-hoc committees and task
forces shall be established by the Board and approved by the DDFO. The
Board shall establish the charge to, term of, and reporting requirements
of each ad-hoc committee and task force.
10. Ad-hoc committees and task forces shall be confirmed by
the Chair, upon recommendation of the Chair of the respective committee,
ad-hoc committee, or task force. Members of the public may be allowed to
participate on a non-voting basis for any ad-hoc committee except for
the Nominating Committee. The DDFO shall concur in all
recommendations for participation by non-Board members.
E.
Executive Committee:
The Board has an
Executive Committee consisting of the Chair, Vice Chair, Secretary, and
Chairs, Co-Chairs, or Vice Chairs of the various standing committees
established during the fiscal year. The Executive Committee shall meet
at least bimonthly and may hold other meetings at the call of the Board
Chair to consider matters of importance that may require immediate
resolution. The DDFO or the DDFO designated SSAB Federal Coordinator
shall serve as a non-voting member of the Executive Committee.
1. During
the intervals between Board meetings, decisions involving the daily
business operations of the Board (e.g., setting budgets and agendas,
coordinating committee requirements and activities, etc.) shall be made
by majority vote of the Executive Committee. However, this committee
shall have no authority to set Board policy or make any recommendations
to EM.
2.
Actions on routine general administrative matters requiring
time-critical action by the Executive Committee may be handled by
polling members of the Executive Committee through any quick means of
communication. Decisions will be validated by the Board Chair and
documented in the minutes of the next regularly scheduled Board meeting.
3. The
Executive Committee shall have no authority to act for the Board on any
motion or recommendation that affects a decision made by the full Board.
Any motion or recommendation affecting a decision of the Board shall be
submitted by the Executive Committee to the Board for consideration at
the next regularly scheduled Board meeting.
F.
Work Sessions:
Work sessions are
defined as meetings of the Board, including ex officio members, at which
official action may not be taken. They must, however, be formally
advertised, to be in compliance with the Federal Advisory Committee Act.
G.
Executive Session (Closed Session):
Upon approval of the Secretary of Energy, the Board shall
announce fifteen days in advance of the meeting an Executive Session for
matters concerning litigation or private personnel matters.
H.
Removal of Board Officers: An officer
of the Board (Chair, Vice Chair, Secretary, or standing committee Chair,
Vice Chair, or Co-Chair), may be removed from their office for
misconduct or neglect of duty by a vote of the Board upon the
recommendation of the Executive Committee, the recommendation of the
DDFO, or a duly authorized motion tendered by a Board member at a
regularly scheduled Board meeting.
I.
Replacement of Officers:
1. A
Board office vacancy (Chair, Vice Chair, Secretary, or standing
committee Chair, Vice Chair or Co-Chair) that comes into existence will
be announced at a regularly scheduled Board meeting.
2. An
election by the entire Board will be held at the next regularly
scheduled Board meeting after the meeting at which the vacancy was
announced. In the event of a removed, resigned, or abandoned vacancy in
the Chair, Vice Chair, or Secretary, the term of office of any interim
replacement election for the Chair, Vice Chair, or Secretary shall
expire on September 30th and the regularly scheduled annual
election shall be held as provided in Article V, Section A, Number 1.
3. If
both the Chair and Vice Chair become vacant at or near the same time,
then the Board shall, at the meeting at which the vacancy is announced,
elect by majority vote a Chair and Vice Chair to serve the Board until,
and at, the next regularly scheduled Board meeting. To prevent delay in
Board work, and in the absence of a timely interim election, the
Executive Committee shall appoint, subject to DDFO approval, an Acting
Chair and Vice Chair (if needed or desired), from among the voting
members of the Executive Committee, to serve the Board until the next
regularly scheduled Board meeting.
VI. DECISION MAKING
All
Board decisions relating to recommendations and advice to DOE shall be
reached through parliamentary procedure. The Board shall strive for
substantial agreement among Board members for approval of
recommendations and advice to DOE.
A. Quorum for Meetings:
For
the purpose of conducting business, a quorum shall be a simple majority
of the membership of the Board or Executive Committee.
B. Approval of
Recommendations:
For the purpose of approving recommendations, a quorum shall
be three-quarters of the current voting membership of the Board. To
approve recommendations (an/or advice) to be submitted to DOE,
two-thirds of those members present must vote in favor of the
recommendation and this number must equate to no less than the simple
majority of the current voting membership.
C. Proxy Voting:
Voting
by proxy on any Board or committee action is prohibited.
D. Bylaws Amendments:
These
Bylaws may be amended at any regular meeting of the Board by a
two-thirds vote of the current voting membership, provided that the
proposed amendment was submitted in writing and read at a previous
regular business meeting. (Also see Section XII.)
E. Removal of Officers:
An officer of the Board may be deposed from office for misconduct or
neglect of duty in office by a two-thirds vote of the Board.
F.
Requirements for Recommendations to EM:
1. Standing committees, the Executive Committee,
or individual members may propose recommendations to the Board.
2. Proposed recommendations must be in writing.
3. Proposed recommendations will be included in
Board packets or be made available to members prior to the Board
meeting, along with supporting background documentation.
4. Proposed recommendations will be discussed at
Board meetings and will be approved, rejected, or returned to committees
for further work (e.g., editing, refinement, incorporation of public
and/or members’ comments).
5. Proposed recommendations will be introduced
as motions for Board approval.
6. When an issue comes before the Board, the
Chair may refer the issue to the appropriate standing committee or
create an ad-hoc committee for that issue. The standing committee or
ad-hoc committee will report progress to the Board at the next meeting.
7. Board members who disagree with an approved
recommendation should document it in writing.
8. When it appears that the Board has reached
agreement on a particular recommendation, the Chair may call for a vote.
9. Recommendations dealing with complicated
and/or controversial issues may require more than one draft and may take
two or more months to evolve into a form that is acceptable by a
majority of the Board.
G.
Administrative Decision Making:
1. Administrative functions of the Board may be delegated
to the Chair who may assign actions to the Federal Coordinator and/or
his/her staff.
2. If the Board finds need to review or affirm specific
decisions made under the authority delegated to the Chair, such
affirmation will be expressed by a majority vote of the Board at the
next meeting.
H.
Procedures and Parliamentary Law:
The current edition of “Robert's Rules of Order” shall apply on all
questions of procedures and parliamentary law not specified in these
bylaws.
VII.
ROLE OF THE FACILITATOR
A professional
facilitator may be hired to help the Board organize its work, prepare an
agenda based on consultations with the Board and the Chair, facilitate
the Board meetings, and work with the staff to prepare the minutes of
the meetings.
VIII.
CONDUCT AND FORMAT OF MEETINGS
A.
Meeting Format:
1. Public notices will be printed in the Federal Register
at least fifteen (15) days before the meeting. Announcements may be made
on the radio and in local newspapers.
2. The Board will meet as needed, with the length of
meetings determined by the agenda.
3. The Board will submit its agenda for the approval of
the DDFO. In preparing the agenda, the Board reviews its work plan and,
if appropriate, obtains additional input from its members and committees
and the public.
4. Meetings will be open to the public; a section of the
meeting room will be set aside for observers; and public comment is
invited at appropriate times during a meeting.
a. There will be a fixed agenda time for public
comment. A non-recused Board member may not address the Board during the
time set aside for public comment. The public comment period may be
extended by the Chair or by consensus of the Board members in
attendance.
b. If required, at the discretion of the Chair, the
fixed time will be divided equally among the members of the public who
request to speak.
c. Before a decision on a recommendation is made,
the Chair may invite members of the public to offer their input. The
Board will determine in advance how much time they will allocate for
public input.
d. Members of the public may offer their comments in
writing and give them to the DDFO.
e. Time will be set aside for Board member comments
during each meeting.
5. Any meeting will be set up in terms of both the
physical arrangements and the agenda to facilitate hearing and
discussion.
6. Minutes of the meetings will be kept by an individual
designated by the Chair, distributed to the Board members for their
review and made available to the public. Each meeting agenda will
include the opportunity for members to make revisions to the minutes of
the previous meetings.
The
Chair or Vice Chair must approve the minutes within 90 calendar days of
the meeting to which they relate. In the absence of the Chair or Vice
Chair the DDFO must make such certification.
7. Any product of the Board, such as policies, positions,
reports, advice or recommendations given to DOE, must be reviewed by the
Board in final distribution form before distribution and being placed in
the DOE public reading rooms and any other places deemed appropriate.
B.
Conduct of Meetings:
1. The Board may utilize a neutral third party facilitator
to assist it in accomplishing its mission. In all instances the
facilitator will operate in a completely neutral, balanced, and fair
manner.
2. Board members will show respect to each other, EM,
liaisons, and the public.
IX.
BUDGET
A.
Authority:
The Board will provide
a proposal to the DDFO. Funding amounts will be determined yearly based
on the Board's approved work plan and availability of funds. The DDFO
retains the fiscal responsibility for the Board but may assign a fiscal
agent acceptable to EM.
B.
Compensation:
Board members will
serve without compensation but may receive reimbursement for direct
expenses related to the work of the Board and meeting attendance.
C.
Travel Expense:
Board, committee, and
task force members are required to follow applicable federal travel
regulations. All travel expenses must be submitted to the Federal
Coordinator for reimbursement according to Federal guidelines. Trip
reports by Board members must be prepared within 30 days and submitted
to the support staff for inclusion in the Board’s records.
X.
EVALUATION
The Chair shall appoint a committee of members to conduct an
annual evaluation to assess how adequately it is representing
stakeholder interests and meeting the needs of the public. The Board may
also evaluate the responsiveness of EM. After Board approval, but no
later than December 31st, the report will be submitted to EM.
XI.
CONFLICT OF INTEREST
A.
Definition:
Board members are
prohibited from personally and substantially participating as a Board
member in any particular matter in which the Board member or the Board
member's spouse, minor child, general partner, or employee has a
financial interest. This restriction also applies if the Board member is
negotiating or has any arrangement concerning prospective employment
with any person or organization that has a financial interest in any
particular matter before the Board.
B.
Enforcement of Conflict of
Interest Policy:
Questions concerning
conflict of interest shall be referred to the DDFO and/or the Federal
Coordinator, who will seek the advice of legal counsel for resolution.
C.
Recusal:
If a Board member is
aware of a conflict of interest, as defined above, the member shall
immediately inform the DDFO and the Board of the interest and shall
refrain from participating in discussions and recommendations in which a
conflict or potential for conflict of interest exists.
D.
Principles of Conduct:
Board members shall
abide by the following conflict of interest principles:
1. Members shall refrain from any use of their membership,
which is or gives the appearance of being motivated, by the desire for
private gain.
2. Members shall not use, either directly or indirectly
for private gain, any inside information obtained as a result of Board
or committee service.
3. Members shall not use their positions in any way to
coerce, or give the appearance of coercing, another person to provide a
financial benefit to the member or any person with whom the member has
family, business, or financial ties.
4. Members shall not knowingly receive or solicit from
persons having business with DOE anything of value as a gift, gratuity,
loan, or favor while serving on the Board or in connection with such
service.
a. Exceptions: Members may receive an
unsolicited gift from persons having business with or an interest in DOE
if:
1) The gift has an aggregate market
value of $20 or less per occasion, provided that the aggregate market
value of the individual gift received from any one person under the
authority of this paragraph shall not exceed $50 in a calendar year;
2) The gift is motivated by a family
relationship or personal friendship rather than a member's position; and
3) The gift results from the business or
employment relationship of a member’s spouse or the outside business or
employment activities of a member when it is clear that such gifts are
not enhanced because of the member's position.
XII.
AMENDING THE BYLAWS
A. Policy:
The Board shall have the power to alter, amend, and repeal
these bylaws in ways consistent with the Amended Charter of the EM Site
Specific Advisory Board, and other applicable laws, regulations and
guidelines. Any member of the public, the Board, or one of the Agencies
may propose an amendment. However, to be considered by this Board the
proposed amendment must be sponsored by a Board member. The Board may
consider and take action on the amendment to the bylaws at the meeting
following the introduction of the proposed amendment.
B. Approval:
All amendments to these
bylaws must be approved by the
Designated Federal Officer
in consultation with the Office of
General Counsel.
XIII.
ADOPTION OF THE BYLAWS
These bylaws will be
effective:
1. Upon the
affirmative vote of the Board membership,
2. Execution by the
Chair,
3. Review and
approval by the DOE Office of the General Counsel,
and
4. Approval of the EM
SSAB
Designated Federal Officer.
All previous bylaws or
procedures are hereby rescinded.
XIV.
SUBORDINATION AND SEVERABILITY OF THE BYLAWS
If a conflict arises
with respect to any provision of these Bylaws and federal statutes, the
laws of the state of Tennessee, or federal or state regulatory
authority, then the superseding law or regulation shall control. In the
event that any provision of these bylaws is invalid, such invalidity
shall not affect the remaining provisions that shall continue in full
force and effect.
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