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| 1. |
NAME |
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The name of this organization shall be: |
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PACA, THE DIGITAL MEDIA LICENSING ASSOCIATION, INC.
"DMLA"
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| 2. |
STATEMENT OF PURPOSE |
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The purpose of the PACA, The Digital Media Licensing Association (“Association”) is to promote and protect the interest of the digital media licensing industry through advocacy, communication and education. |
| 3. |
LOCATION |
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The office of the Association shall be located in the State of New York, or in such other localities as shall be determined by the Executive Board. |
| 4. |
MEMBERSHIP |
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| 4.1 |
THE ASSOCIATION — The body of the membership shall be known as the "Association". The Association shall be comprised of member entities or individuals, each having separate and unique trade identities, but all generally engaged in the business of digital media licensing. |
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| 4.2 |
MEMBERSHIP — The Executive Board may establish classes of membership and privileges as necessary including Voting and Non Voting Members. |
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| 4.2.1 |
Each member shall designate its Listed Members including a main contact person. |
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| 4.2.2 |
Each member shall identify a voting individual. |
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| 4.3 |
APPPLICATIONS FOR MEMBERSHIP — All applicants for membership must complete and sign the application form, including the Code of Ethics. |
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| 4.4 |
RE-APPLICATION FOR MEMBERSHIP — Any candidate for membership whose candidacy receives a negative disposition may re-apply after a period of one year from the date of the final disposition of the prior candidacy. |
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| 4.5 |
RESIGNATION — Any member may resign by filing a written resignation with the Executive Board, however, resignation does not relieve a member from liability for dues accrued and unpaid as of the date of resignation. |
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| 4.6 |
EXPULSION — Any member may be expelled for adequate reasons by a majority vote of the Executive Board. Any member proposed for expulsion for any reason must be given advance written notice including the reason for the proposed expulsion, opportunity to contest the proposed expulsion in writing or in person before the Executive Board, and final written notice of the Executive Board’s decision. |
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| 4.7 |
RESTITUTION OF MEMBERSHIP — A member who has been expelled may re-apply for membership after a period of one (1) year from the date of expulsion. |
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| 4.8 |
DUES — Dues shall be established by the Executive Board. |
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| 4.9 |
ASSESSMENTS — The Executive Board may levy special assessments from time to time as necessary. |
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| 5. |
MEETINGS OF THE ASSOCIATION |
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| 5.1 |
ANNUAL MEETING — The Association shall hold an annual meeting of the membership at a place and on a date, which shall be, determined by the Executive Board. |
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| 5.2 |
SPECIAL MEETINGS — The Executive Board may call special meetings of the Association at any time. Special meetings may also be called at the discretion of the President or upon written request by not less than ten percent (10%) of voting members in good standing. |
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| 5.3 |
NOTICE OF MEETINGS — The Executive Board must give the Association at least seven (7) days notice before all annual and special meetings. |
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| 5.4 |
VOTING — At all meetings of the Association each Voting Member shall have one (1) vote. A majority vote of those Voting Members present and voting shall govern. In the event of a tie, the President shall cast the deciding vote. |
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| 5.5 |
VOTING BY DESIGNATED ALTERNATES — Voting by designated alternates shall be permitted. A Voting Member may designate one (1) of its Listed Individuals as an Alternate Voting Individual who may carry the vote for the Voting Member as well as the proxy vote of not more than one other Voting Member. Permission to stand, as an Alternate Voting Individual must be demonstrated in writing signed by the Voting Individual authorizing the alternate's vote. An original copy of the authority shall become part of the official minutes of the meeting, and Alternate authorization shall be for that meeting solely. Designated Alternates shall be counted to establish a quorum. |
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| 5.6 |
VOTING BY PROXY — Voting by proxy shall be permitted at Association meetings. A Voting Member in good standing in the person of their Voting Individual or designated Alternate Voting Individual shall represent not more than one (1) other Voting Member in good standing by proxy. Permission to cast a proxy vote must be demonstrated in writing, signed by the Voting Individual authorizing the proxy. The original copy of the authority shall be part of the official minutes of the meeting, and the proxy authorization shall be for that meeting solely. An electronic signature shall be acceptable. |
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| 5.7 |
VOTING BY ELECTRONIC MAIL — Voting by electronic ballot or any other method that may be developed in the future shall be permitted. The presentation of any ballot proposal to the Association, excepting election ballots, shall first be approved by the Executive Board, unless the proposal has already been endorsed in writing by ten percent (10%) of the Voting Members in good standing, in which case Executive Board approval shall not be necessary. On any vote, a simple majority of those ballots returned by a designated deadline shall determine the action. In the event of a tie, the President shall cast the deciding vote. |
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| 5.8 |
QUORUM OF VOTING MEMBERS — At Annual, Regular and Special meetings of the Association, a quorum shall consist of no less than ten percent (10%) of the number of votes entitled to be cast. |
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| 5.9 |
CANCELLATION OF MEETINGS — The Executive Board may cancel any meeting of the Association for cause in any manner that is expeditious under the circumstances. |
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| 6. |
OFFICERS |
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| 6.1 |
ELECTED OFFICERS — The elected officers of the Association shall be a President, a Vice-President, a Secretary, a Treasurer and four (4) Officers-at-Large. |
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| 6.2 |
TERM OF OFFICE — The elected officers of the Association shall be elected every two (2) years by the Voting Members and shall serve until their successors have been duly elected and assume office. |
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| 6.3 |
QUALIFICATIONS FOR OFFICE — Any Voting or Listed Individual from any Voting Member in good standing shall be eligible for nomination and election to the office of President, providing the individual shall have previously served not less than two (2) full years on a Committee or one term on the Executive Board. Any member or listed individual in good standing shall be eligible for nomination and election to the office of Vice-President, Secretary, and Treasurer or Officer-at-Large. |
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| 6.4 |
ELECTION OF OFFICERS |
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| 6.4.1 |
FREQUENCY — Elections shall occur biannually. |
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| 6.4.2 |
CALL FOR NOMINATIONS — The announcement of the election and the call for nominations by the Nominating and Elections Committee shall occur not less than one hundred (100) days prior to the first day of May. |
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| 6.4.3 |
NOMINATIONS OF OFFICERS — The Nominating and Elections Committee shall prepare and submit to the Association a proposed slate of nominations for the offices of President, Vice-President, Secretary, Treasurer and Officers-at- Large. The Nominations and Elections committee shall verify the eligibility of all nominees. Individuals so nominated shall have given prior consent to said nomination and election as an officer. |
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| 6.4.4 |
PRESENTATION OF PROPOSED SLATE / NOMINATIONS FROM FLOOR — For fourteen (14) days after the presentation of the proposed slate, The Nominating & Elections Committee shall accept additional nominations for any office from any Voting Member of the Association. All nominations from the membership shall be made subject to the written consent of the Nominee, which shall accompany the nomination. |
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| 6.4.5 |
PRESENTATION OF FINAL SLATE — The Nominating and Elections Committee shall present a proposed slate of candidates to the Association not later than ninety (90) days prior to first of May of the election year. |
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| 6.4.6 |
BALLOTING — The Nominating and Elections Committee shall distribute the ballot to all Voting Individuals by name not later than ten (10) days following the close of nominations. The ballot shall instruct the Voting Individual to cast not more than one (1) vote each for the positions of President, Vice-President, Secretary and Treasurer, and not more than four (4) votes for the positions of Officer-at-Large. An incorrectly cast vote shall invalidate the vote for the position in question only. The Nominations and Elections Committee shall conduct the election according to procedure set forth by the Executive Board. The offices of President, Vice-President, Secretary and Treasurer shall be elected by a simple majority of the votes cast for each office. The four (4) candidates for Officer-at-Large receiving the two highest vote counts shall be elected. In the case of a tie vote for any office, a deciding vote shall be cast by the sitting President. |
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| 6.4.7 |
ANNOUNCEMENT OF ELECTION RESULTS — The Nominating and Elections Committee will present the results of the election to the membership in the next regularly scheduled communication to the Association. |
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| 6.4.8 |
SUCCESSION OF OFFICERS — Newly elected officers shall take office and assume their responsibilities immediately upon the first (1st) of May. |
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| 6.4.9 |
IMMEDIATE PAST PRESIDENT — Upon the succession of officers, the sitting President shall become the Immediate Past President, and shall serve a term of two (2) years, unless reelected or until succeeded by the next Immediate Past President. |
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| 6.4.10 |
RE-ELECTION — Reelection of officers shall be determined under the Operating Manual. |
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| 6.4.11 |
VACANCIES — Vacancies in any elected office shall be filled for the balance of the term thereof by the Executive Board upon recommendation of the Nominating and Elections Committee. Vacancies of any office need to be filled within (60) sixty days from the date of vacancy. |
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| 6.4.12 |
VACANCY/IMMEDIATE PAST PRESIDENT — Any vacancy in the position of Immediate Past President shall be filled by the Executive Board upon recommendation of the Nominating and Elections Committee. This person shall in effect become a fifth Member at Large and will serve until replaced by the next Immediate Past President. |
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| 6.4.13 |
REMOVAL — The Executive Board, by two-thirds vote of all of its Members, may recommend to the Chairperson of the Nominating and Elections Committee removal of any Officer from office for cause. The Chairperson and the members of the Nominating and Elections Committee shall gather information and documentation concerning reasons for the proposed action. They will also gather any rebuttal information or documentation from the Officer in question concerning reasons for the proposed action. The complainant(s) and Officer in question shall both have the right to appear in person before a hearing of the Executive Board to present arguments for and against removal. The Executive Board shall decide by two-thirds (2/3) vote of all its members whether or not to recommend to the Association removal of the Officer. Should the Executive Board vote to recommend removal, a ballot shall be distributed to the voting members of the Association. Ballots shall be accompanied by a statement on the proposed removal by the Executive Board, and a rebuttal statement by the Officer recommended for removal, should a rebuttal statement be available. Such recommendation shall be subject to two-thirds (2/3) ratification by the voting members of the Association. |
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| 7. |
DUTIES OF OFFICERS |
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| 7.1 |
PRESIDENT — The President shall be the chief elected officer of the Association, preside at all meetings of the Association and serve as Chairperson of the Executive Board. The President shall be an ex-officio member, without a vote, of all committees, except the Nominating and Elections Committee and the Ethics and Grievance Committee, of which the president shall not be a member. The President shall make all required appointments of Chairpersons of Board or other Committees, unless otherwise noted. At the Annual Meeting of the Association and at such other times as may be deemed proper, the President shall communicate to the Association such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of the Association. The President shall perform such other duties as are necessarily incident to the office of President, which are not inconsistent with the Bylaws as may be assigned by the Executive Board. |
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| 7.2 |
VICE-PRESIDENT — The Vice-President shall perform such duties as are delegated (or assigned) by the President or the Executive Board, and shall perform the duties of the President in the event that the President is unable to serve. The Vice President shall perform such other duties as are necessarily incident to the office of Vice President, which are not inconsistent with the Bylaws as may be assigned by the Executive Board. |
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| 7.3 |
SECRETARY — The Secretary shall oversee the proper recording of the proceedings of meetings of the Association and the Executive Board, ensure that accurate records are kept of the membership, oversee the preparation and mailing of all meeting notices and shall perform the duties of President in the event that both the President and Vice-President are unable to serve. The Secretary shall perform such other duties as are necessarily incident to the office of Secretary, which are not inconsistent with the Bylaws as may be assigned by the Executive Board. |
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| 7.4 |
TREASURER — The Treasurer shall oversee the Association's funds and financial records; establish proper accounting procedures for the handling of the Association's funds; implement an annual review by a Certified Public Accountant; serve on the Budget Committee (see Section 9.1.5); and, further, report on the financial condition of the Association at the Annual Meeting or at such other times as called upon by the President. Such duties of the Treasurer as may be specified by the Executive Board may be delegated to the President. The Treasurer shall perform such other duties as are necessarily incident to the office of Treasurer, which are not inconsistent with the Bylaws as may be assigned by the Executive Board. |
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| 7.5 |
OFFICERS-AT-LARGE — The Officers-at-Large shall perform such duties as are delegated (or assigned) by the President or the Executive Board. The Officers at large shall perform such other duties as are necessarily incident to the office of Officers at Large, which is not inconsistent with the Bylaws as may be assigned by the Executive Board. |
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| 7.6 |
IMMEDIATE PAST PRESIDENT — The Immediate Past President shall serve as a member of the Executive Board. The Immediate past President shall perform such other duties as are necessarily incident to the office of Immediate past President which are not inconsistent with the Bylaws as may be assigned by the Executive Board. |
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| 8. |
BOARD AND EXECUTIVE BOARD |
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| 8.1 |
AUTHORITY AND RESPONSIBILITY — The Board is comprised of the committee chairs and the Executive Board. The governing body of the Association shall be the Executive Board and shall be entitled to vote on matters relating to the general management of the Association. The Executive Board shall have supervision, control and direction of the Association, its committees and publications; shall determine its policies and changes therein; shall actively pursue its objectives and supervise the disbursements of its funds. The committee shall oversee and supervise any and all Association employees or contractors. The actions of the Executive Board shall be reported to the Association by mail or at the next Association meeting. |
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| 8.2 |
EXECUTIVE BOARD MEMBERSHIP — The Executive Board shall consist of the elected officers of the Association (named in Article 4.1) and the Immediate Past President. Not more than two (2) members of the Executive Board may be in the employ of the same Member. Current members of the Executive Board shall not serve as Chairpersons of the Nominating and Elections Committee or the Ethics and Grievance Committee. |
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| 8.3 |
EXECUTIVE BOARD MEETINGS — Regular meetings of the Executive Board shall be held not less than six (6) times during each administrative year and may be held by teleconference or other similar means at such times, as the Executive Board shall prescribe. Notice of all such meetings shall be given to the Executive Board not less than seven (7) days before the meeting is to be held. Special meetings of the Executive Board may be called by the President or at the request of any three (3) members of the Executive Board, upon written or verbal communication to each member of the Executive Board, not less than seventy-two (72) hours before the meeting is to be held. |
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| 8.4 |
QUORUM — A majority of the members of the Executive Board shall constitute a quorum for the transaction of the business of the Association, and any such business transacted shall be valid providing it is affirmatively passed upon by a majority of those present and voting. |
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| 8.5 |
VOTING — Voting rights of a member of the Executive Board may not be exercised by proxy. Committee members of the Board shall be non-voting members for Association governance. |
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| 8.6 |
ALTERNATIVE VOTING METHODS — An action taken by a mail, fax, email, telephone or any other designated means of ballot of the members of the Executive Board shall be a valid action of the Executive Board. Such ballots shall be confirmed in writing by the President and shall be affirmed at the next regular meeting of the Executive Board. |
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| 8.7 |
ABSENCE — Any Member of the Executive Board who shall have been absent from three (3) consecutive regular meetings of the Executive Board shall automatically vacate the seat on the committee and the vacancy shall be filled as provided by these Bylaws. The Executive Board may consider each absence of an elected officer or the Immediate Past President as a separate circumstance and may expressly waive such absence--if for reasons of illness, family emergency, overseas travel, etc. --by affirmative vote of a majority of its members. |
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| 8.8 |
COMPENSATION — Members of the Executive Board shall not receive any compensation for their services. |
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| 8.9 |
INDEMNIFICATION — Every member of the Executive Board, Chairpersons of designated committees, employees and such others as specified from time to time by the Executive Board, shall be indemnified by the Association against any and all expenses and liabilities including counsel fees, reasonably incurred or impose upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of being or having been a member of the Executive Board, Committee Chairperson or employees at the time such expenses are incurred, except in such cases wherein the Members of the Executive Board, Committee Chairpersons or employees are adjudged guilty of willful misfeasance, malfeasance or non-feasance in the performance of their duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled. |
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| 9. |
COMMITTEES |
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| 9.1 |
BOARD COMMITTEES — Board committees perform the continuing tasks of the Association. Board committees shall report at least annually to the Executive Board. Board Committees may be disbanded and new committees may be formed by the Executive Board without a change in the bylaws. All committee members shall serve for a term of two years. The current Board committees are as follows: |
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| 9.1.1 |
NOMINATING AND ELECTIONS COMMITTEE — The President shall appoint, with the approval of the Executive Board, a Nominating and Elections Committee. Duties of the Nominations and Election Committee shall be defined in the Operating Procedures. |
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| 9.1.2 |
ETHICS AND GRIEVANCE COMMITTEE — There shall be an Ethics and Grievance Committee, which shall consist of three (3) Voting Members of the Association, to be recommended by the President and appointed by majority vote of the Executive Board. These three (3) Members may not serve on the Executive Board or Board Committees during the term of their tenure on the Ethics and Grievance Committee. The term of office shall be concurrent with the term of the President of the Association. No two (2) members of the Ethics and Grievance Committee may be in the employ of the same Member. Alternate Member: In the event that a grievance is lodged against the Association Member of any of the Ethics and Grievance Committee members or should a member of the Ethics and Grievance Committee withdraw for cause, the other two (2) members of the committee shall request that the Executive Board appoint an Alternate to serve during the hearing of that complaint only. The duties of the Ethics & grievance committee shall be defined in the Operating Procedures. |
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| 9.1.3 |
MEMBERSHIP COMMITTEE — The Membership Committee shall consist of a Chairperson appointed by the President and approved by the Executive Board. The Chairperson's term shall be concurrent with the President. The Membership Committee shall receive and review all applications for membership. The duties of the Membership committee shall be defined in the Operating Procedures. |
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| 9.1.4 |
FINANCE COMMITTEE — The Finance Committee shall consist of not less than one (1) member in good standing of the Association, and the Treasurer. The Committee shall confer with the President on the annual budget of the Association and shall prepare recommendations for the Executive Board. In addition, the Finance Committee shall be responsible for the preservation and enhancement of assets; shall supervise investments and advise on matters of financial policy, fundraising and expenditures; and shall annually review the Associations ’s directors’ and officers’ insurance policy. The Committee, shall supervise the investment of the funds of the Association. The Committee shall perform such other duties in connection with the finances of the Association as the Executive Board may determine from time to time. The Treasurer shall not serve as Chairperson of the Finance Committee. Other duties of the Finance Committee shall be defined in the Operating Procedures. |
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| 9.1.5 |
PROGRAM COMMITTEE — Shall consist of not less than one (1) member in good standing, to be appointed by the President. The duties of the Program l committee shall be defined in the Operating Procedures. |
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| 9.1.6 |
LEGAL COMMITTEE — Shall consist of not less than one (1) member in good standing, to be appointed by the President. The Legal Committee shall be entrusted with monitoring changes in the law as they apply to the industry, and updating the Association in conjunction with the Association’s legal counsel. |
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| 9.2 |
CREATION AND DISSOLUTION OF ASSOCIATION COMMITTEES — The President may, from time to time, appoint such Association Committees as are deemed advisable. The President shall monitor actions of the Board and Association Committees of the Association and shall recommend to the Executive Board on a regular basis the creation, dissolution and consolidation of these bodies. |
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| 9.3 |
APPOINTMENT OF CHAIRPERSONS — Unless otherwise required by these Bylaws, appointments of Chairpersons by the President shall not require approval from the Executive Board. Chairpersons of all Board and Association Committees shall serve at the pleasure of the President unless otherwise specified by these Bylaws. |
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| 10. |
STAFF AND VENDORS |
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| 10.1 |
APPOINTMENT — The Association may employ a salaried staff or vendors, whose terms and conditions of employment shall be specified by the Executive Board and defined by written contract. |
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| 10.2 |
AUTHORITY AND RESPONSIBILITY — The President shall supervise and direct all activities of the staff or vendors subject to the policies of the Executive Board. Only the Executive Board shall employ or terminate the employment of the staff or vendors necessary to carry on the work of the Association and shall fix their compensation and other financial arrangements within the approved budget. |
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| 10.3 |
The Executive Board shall define the duties of the staff or vendors, monitor their performance, establish their titles and delegate those responsibilities of management as shall be in the best interest of the Association, and report upon the expenditures and performance of the staff or vendors to the Association at least once annually. The staff or vendors may attend without vote as an ex-officio member of the Executive Board. |
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| 11. |
FINANCE |
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| 11.1 |
FISCAL PERIOD — The fiscal period of the Association shall be the calendar year. |
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| 11.2 |
BUDGET — Not less than sixty (60) days prior to the end of each fiscal year the Executive Board, upon recommendation from the Budget and Finance Committee, shall adopt an annual operating budget for the next fiscal year covering all activities of the Association. Within sixty (60) days following completion of the fiscal year the Treasurer shall furnish the Association with a financial report on the fiscal year just completed. |
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| 11.3 |
FINANCIAL REVIEW — The accounts of the Association shall be reviewed annually by a Certified Public Accountant. |
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| 11.4 |
USE OF FUNDS DISSOLUTION — The Association shall use its funds only to accomplish the objectives and purposes specified In these Bylaws and no part of said funds shall inure, or be distributed, to the members of the Association. On dissolution of the Association, any funds remaining shall be distributed to one (1) or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be selected by the Executive. |
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| 12. |
CONFLICTS OF INTEREST |
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| 12.1 |
General. The Board shall adopt a conflict of interest policy, which shall define related party transactions and the circumstances that constitute a conflict of interest, as well as appropriate procedures for disclosure. The Board shall evaluate related party transactions and potential conflicts of interest in accordance with the conflict of interest policy. |
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| 13. |
OPERATING PROCEDURES |
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The Executive Board may adopt operating procedures, which may not be in conflict with these Bylaws to govern its procedures. Such rules may be adopted or repealed by a majority vote of a fully comprised Executive Board. Proposed operating procedures must be presented in writing to the Executive Board not less than two weeks prior to its meeting |
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| 14. |
AMENDMENTS TO THE BYLAWS |
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| 14.1 |
PROPOSING — Amendments to or a repeal of these Bylaws may be proposed by the Executive Board on its own initiative or upon signed written petition by not less than ten percent (10%) of the voting members in good standing of the Association. The Executive Board shall present all such proposals to the Association with or without endorsement within thirty (30) days of receipt of the call for amendment or repeal. The Secretary shall notify the membership in writing of the proposed amendment(s), not less than fifteen (15) days before the ballot. |
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| 14.2 |
APPROVAL — The proposed amendment(s) shall be open for discussion for a period of not less than thirty (30) days but not more than sixty (60) days. Afterwards a ballot of the Voting Members will be conducted. A positive vote by a two-thirds (2/3) majority shall be necessary to carry the amendment. |
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| 15. |
PARLIAMENTARY AUTHORITY |
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The Standard Code of Parliamentary Procedure by Alice Sturgis shall serve as the Parliamentary reference to govern the proceedings for any or all matters of the Association, or its divisions or subgroups unless provided otherwise in the Association’s documents or the law. |
