Bylaws
Adopted: 06/19/2025
ARTICLE I – Name
The name of this organization shall be the Tennessee Koi Association, hereafter referred to as TKA.
ARTICLE II – Purpose
The Tennessee Koi Association is a nonprofit organization dedicated to:
1. Promoting the enjoyment, education, and appreciation of koi (Nishikigoi) and pond keeping.
2. Encouraging best practices in koi health, water quality, and pond design.
3. Facilitating community events, grow-outs, and shows related to koi and aquatic life.
4. Connecting hobbyists, professionals, and vendors across the state of Tennessee and surrounding regions.
5. Supporting conservation and responsible aquatic animal husbandry.
TKA is organized exclusively for educational and recreational purposes under Section 501(c)(7) of the Internal Revenue Code or the corresponding section of any future federal tax code.
ARTICLE III – Membership
Section 1: Eligibility
Membership is open to all individuals and families with an interest in koi, water gardening, or pond keeping, regardless of experience level.
Section 2: Classes of Membership
● Individual Membership: one vote.
● Family Membership: Includes all individuals living in one household; limited to two votes.
● Business/Supporting Membership: Non-voting; includes promotional recognition.
Section 3: Dues
● Dues shall be determined annually by the Board of Directors.
● Dues must be paid in full to remain in good standing.
Section 4: Rights of Members
● Voting members in good standing may vote in elections and on key matters as defined in these bylaws.
● Members may attend all meetings, participate in events, and serve on committees.
Section 5: Termination of Membership / Board Members
Membership may be terminated for cause (e.g., misconduct, non-payment of dues) by a majority vote of the Board of Directors, after due process and an opportunity for the member to respond. Members have a 30 day appeal window for decisions made by the board.
ARTICLE IV – Meetings
Section 1: Regular Meetings
Regular meetings shall be held at least monthly, at a time and place designated by the Board. Meetings will be either in person or online.
Section 2: Annual Meeting
An Annual Meeting shall be held in the first quarter of each calendar year for the review of financials and planning of major events.
Section 3: Special Meetings
Special meetings may be called by the President or by written request of three or more members of the Board.
Section 4: Quorum
A quorum for general membership meetings shall consist of at least 25% of voting members or 10 members, whichever is fewer. A quorum for Board meetings shall consist of a simple majority of the Board.
ARTICLE V – Officers and Board of Directors
Section 1: Elected Officers
● President
● Vice President
● Secretary
● Treasurer
● Event Coordinator
● Show Chair
● Sponsor Coordinator
Section 2: Duties
● President: Presides over meetings, provides leadership, and represents TKA publicly.
● Vice President: Assists the President and assumes their duties in their absence.
● Secretary: Maintains meeting records, membership rosters, and correspondence.
● Treasurer: Manages all financial records, dues, budgets, and reports.
● Event Coordinator: Coordinates events put on by Tennessee Koi Association (Excludes Shows)
● Show Chair: Strictly in charge of managing Koi Shows hosted by Tennessee Koi Association
● Sponsor Coordinator: Maintains relationships with Sponsors and Partners of the organization
Section 3: Elections
● Officers shall be elected by majority vote of voting members at the Annual Meeting.
● Terms are for Four (4) years, with elections staggered to ensure continuity.
● Officers may serve no more than two consecutive terms in the same position.
Section 4: Vacancies
Vacancies may be filled by appointment of the President
Section 5: Removal
Any officer may be removed by a two-thirds vote of the Board for failure to fulfill responsibilities or for conduct detrimental to the organization.
ARTICLE VI – Committees
The Board may create standing or ad hoc committees as needed, such as:
● Growout Committee
● Events
● Membership & Outreach Committee
● Education & Seminar Committee
Committee Chairs may be appointed by the President and must be TKA members in good standing.
ARTICLE VII – Finances
The fiscal year shall begin April 17 and end December 31.
● All expenditures over $250 must be approved by the Board.
● The Treasurer shall present a financial report at each regular Board meeting and a full year-end report at the Annual Meeting.
ARTICLE VIII – Code of Conduct
All members are expected to:
● Act respectfully toward fellow members, koi vendors, and the public.
● Abide by TKA bylaws, policies, and event rules.
● Avoid conduct that discredits the club or hobby.
● Members must only discuss only Koi related topics on any Tennessee Koi Association
platforms (Facebook, Website, Blogs, Etc).
● Members may not post Koi for sale on website or Facebook Violation of the code of conduct may result in suspension or removal, subject to Board review.
ARTICLE IX – Amendments
These bylaws may be amended at any regular or special meeting by a two-thirds vote of members present, provided that written notice of the proposed amendment(s) has been
distributed to all voting members at least 14 days in advance. (Every Board member must be present)
ARTICLE X – Dissolution
Upon dissolution of the Tennessee Koi Association, any remaining assets shall be distributed to a nonprofit organization with a similar mission, as determined by the Board of Directors. If no such organization is willing or able to accept the assets, they shall be distributed among the club’s members, proportionally based on their years of membership.