ALLIANCE FOR A MEDIA LITERATE AMERICA
A Non-Profit Corporation
Effective Oct 1, 2002
Revised Sept 1, 2005
ARTICLE I
NAME AND PURPOSE
SECTION 1. Name. The name of the Corporation is Alliance for a Media Literate America ("the Corporation").
SECTION 2. Purpose. The Corporation is formed to stimulate growth in media literacy education in the United States by organizing and providing national leadership, advocacy, networking and information exchange. Specific services include, but are not limited to:
1. Promote the expansion of media education programs in the U.S. to adults and youth.
2. Facilitate the sharing of multi-disciplinary media education tools and technology by and between educators, media professionals, parents, health professionals, researchers, and community activists including, but not limited to, the production of a bi-annual national media education conference.
3. Promote media education training for educators and others who work with youth.
4. Facilitate the discussion and dissemination of promising practices in the field of media literacy.
5. Undertake any and all other activities in furtherance of these purposes, consistent with the requirements for a tax exempt 501(c)(3) educational organization.
ARTICLE II
GENERAL
SECTION 1. Registered Agent. The Corporation shall have and continuously maintain a registered agent.
SECTION 2. Principal Office. The principal office of the Corporation shall be in whatever locality as may be determined by the Board of Directors.
SECTION 3. Corporate Seal. The Board of Directors shall have the power to adopt and alter the seal of the Corporation.
SECTION 4. Fiscal Year. The fiscal year of the Corporation shall, unless otherwise decided by the Board, end on December 31.
SECTION 5. Property. The Corporation is not formed for pecuniary profit or gain and no money or properties received by the Corporation shall be paid to any member, or to any person, during the life of the Corporation, except as compensation for property purchased or services rendered. In the event the Corporation should dissolve, all properties and monies will be distributed in accordance with the Internal Revenue Service Code 501(c)(3).
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. Board Members. The Board of Directors shall be comprised of the following persons: Officers will be: The President, First Vice President, Second Vice President, Secretary, and Treasurer; Others will include: the Immediate Past President and nine (9) at-large directors elected as herein provided. For purposes of these bylaws, the immediate Past President shall be that person who most recently served as President and who is not then serving as President.
Section 1.1. Number of Members. The number of members of the Board of Directors shall not exceed fifteen (15) members without the approval of the Board of Directors by a two-thirds (2/3) vote.
Section 1.2 Eligibility. To run for office, prospective Officers shall have been a member in good standing of the Corporation for no less than two years. Other positions on the Board of Directors may be filled by any member in good standing.
SECTION 2. Duties. The Board of Directors (also referred to as the Board) shall be the administrative body of the Corporation. It shall administer the affairs of the Corporation and make all rules and regulations which it deems necessary or proper for the government of the Corporation and for the due and orderly conduct of its affairs and the management of its property consistent with the Bylaws of the Corporation. The Board shall approve the proposed budget in a timely manner to facilitate planning for the next fiscal year. The Board shall also issue an annual report summarizing its work and any changes to bylaws or policies.
SECTION 3. Elections. Elections will be conducted by mail annually in May. The Board of Directors shall be elected by a majority vote of ballots returned by the membership.
Elections shall be coordinated by the Immediate Past President or other Board designee. Elections may not be coordinated by anyone who is running for office.
SECTION 4. Term of Office. Members of the Board of Directors will be elected for two year terms, with terms being staggered so that approximately one-half (1/2) of all board positions will be up for election in any single year.
Section 4.1. Each Board member shall hold office for two (2) consecutive years or until his/her successor shall have been qualified and elected, except as stated above.
Section 4.2. The Board of Directors shall hold office from the date of election until the end of the second consecutive year of his/her term.
Section 4.3. Board of Director members may serve for no more than three consecutive terms without being off the Board of Directors for at least one (1) year. The only exception will be serving Board members who wish to run for the office of President. Anyone running for President may serve for three consecutive terms as President irrespective of the number of years of previous consecutive board service.
Section 4.4. The Immediate Past President will also be bound by term limit rules, even though this is not an elected position. If the combination of elected and unelected terms is greater than three consecutive terms, the Immediate Past President may not run for a Board Position without being off the Board of Directors for at least one (1) year.
SECTION 5. Meetings. The Board of Directors shall meet monthly via telephone or computer conferencing and/or in person at such other time as the President of the Board and/or a majority of the Board shall determine. A complete agenda of matters to be discussed in connection with such meetings will be distributed to the members of the Board of Directors at least one (1) week prior to the meeting. A majority of the Board of Directors will constitute a quorum, either in attendance or by conference call. The business of the Corporation shall be conducted in accordance with the current edition of Robert's Rules of Order.
SECTION 6. Compensation. The members of the Board of Directors shall not receive any compensation for their services as a Board member. They may be reimbursed for expenses incurred in their official capacity. A member of the Board shall not be precluded from serving the Corporation in any other capacity and receiving compensation for such other services.
Section 6.1. The Board shall have the power to appoint such other representatives, employees or agents as may be necessary in the Board's judgment for the conduct of business of the Corporation. The Board shall designate titles and compensation, if any, for these individuals.
SECTION 7. Expenditures. All expenditures must be authorized by the Board or by a committee Chair provided that such expense is within such committee's budget. Any expenditures made by committee members must be specifically authorized by the respective committee chair. All additional expenditures not budgeted must be approved by the Treasurer. Budgetary expenditures shall be accounted for in a manner determined by the Treasurer.
SECTION 8. Resignation and Removal. A member of the Board of Directors may resign by delivering his/her resignation in writing to the President, Secretary or Treasurer of the Corporation, to a meeting of the members of the Board or to the Corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states. Any officer or board member may be removed for cause by vote of two-thirds (2/3) of the Board, after at least twenty-one (21) days notice and an opportunity to be heard.
SECTION 9. Vacancy. Any vacancy in the unexpired term of any Director shall be filled by a two-thirds (2/3) vote of the remaining voting Board members.
SECTION 10. Voting Limitations. Notwithstanding the fact that any individual may hold more than one position entitling them to Board membership, they shall vote only once on any issue or matter which comes before the Board.
SECTION 11. Delegation of Power. In the case of death or disability of any officer of the Board, or for any other reason deemed sufficient by the majority of the Board, the Board may delegate such officer's power and duties to any other member of the Board, or declare the office vacant and elect a successor to serve until the later of the next annual meeting of the Board or the balance of the officer's term. No such action shall be taken without at least twenty-one (21) days notice to such officer and their having had the right to be heard.
ARTICLE IV
OFFICERS
SECTION 1. Number and Qualification. The officers of the Corporation shall be as follows: i) President, ii) First Vice President, iii) Second Vice President, iv) Secretary, and v) Treasurer. A person may not hold more than one office at any one time.
Section 1.1. If required by the Board, any officer shall give the Corporation a bond for the faithful performance of their duties in such amount and with such surety or sureties as shall be satisfactory to the Board. The cost of such bond shall be paid by the Corporation.
SECTION 2. President. The President shall be the chief executive officer of the Corporation. The President shall officially represent the Corporation and preside over all meetings of the Board. The President shall have authority to delegate these responsibilities to the First Vice President, shall preserve order and enforce the bylaws of the Corporation. The President shall have the power to call a special meeting and perform other duties requested by this office.
Section 2.1. The President shall serve as an ex-officio member of all standing committees.
Section 2.2. The President shall serve as chair of the Executive Committee.
Section 2.3 The President shall serve as chair of the Corporation's Advisory Council and shall take responsibility for convening a biennial meeting of said Council. Additional meetings of said Council may be convened at the discretion of the Board of Directors.
Section 2.4 The President shall act as supervisor to all paid staff of the Corporation, but may, where appropriate, assign supervisory duties to another board member.
Section 2.5. If, the President is unable to perform his or her duties, they will be taken on by the First Vice President. If the First Vice President is unable to fulfill the duties of the President, the Board shall, within thirty (30) days of the Vice President's inability, convene and elect one person from the Board to fill the remainder of the President's term.
SECTION 3. First Vice President. The First Vice President shall: i) assist the President in the discharge of the President's official duties; ii) preside at meetings in the President's absence; iii) automatically succeed to the office of the President in the event of the President's death, incapacity, removal or resignation; iv) serve as liaison between all caucuses and the Board of Directors; and v) perform such duties as the Board may direct or delegate.
Section 3.1. The First Vice President shall serve as a member of the Executive Committee.
SECTION 4. Second Vice President. The Second Vice President shall serve as Chair of the National Media Education Conference (NMEC) during her or his term in office.
Section 4.1. The Second Vice President shall serve as a member of the Executive Committee.
Section 4.2 The Second Vice President shall Chair the Conference Committee.
SECTION 5. Secretary. The Secretary shall perform or direct and manage the performance of the following duties: i) take accurate minutes of all Board meetings and disseminate said minutes to the Board and any other persons deemed appropriate by the Board; ii) retain copies of correspondence written by the Corporation or on its behalf; iii) retain correspondence received in an official capacity; iv) maintain reports of committee chairpersons; v) notify members of annual and special meetings; v) maintain all legal and financial records of the Corporation; and vi) such other duties as the Board may direct or delegate. In the event the Secretary directs and manages the performance of these duties, the Secretary shall remain responsible for their performance consistent with these Bylaws.
Section 5.1. The Secretary shall serve as a member of the Executive Committee.
SECTION 6. Treasurer. The Treasurer shall oversee the financial operations of the Corporation, provide monthly financial reports, submit an annual financial report to the Board, file the Corporation's annual tax return to the IRS, and authorize and arrange for payment of all approved expenditures. The Treasurer shall develop a yearly budget and shall submit the proposed budget to the Board not less that two (2) months before the beginning of the fiscal year beginning on January 1.
Section 6.1. The Treasurer shall serve as a member of the Executive Committee.
Section 6.2. The Treasurer shall serve on the Fundraising Committee
Section 6.3. The Treasurer shall oversee the budget for all events, including the NMEC, occurring during the Treasurer's term in office.
Section 6.4. The Treasurer may be bonded in an amount specified by the Board as needed, which bond shall be paid for by the Corporation.