SECTION 1. Eligibility. Any person or organization interested in furthering the Corporation's mission as stated in Article I is eligible for membership.
SECTION 2. Categories
Section 2.1 Individual membership. Payment of dues will constitute agreement on the part of individuals to abide by the rules of the Corporation and will entitle individuals to all rights and benefits of membership as stated in these bylaws and/or determined by the Board of Directors.
Section 2.2 Organizational membership. Payment of dues will constitute agreement on the part of institutions to abide by the rules of the Corporation and will entitle organizations to one vote and one set of benefits as stated in these Bylaws and/or determined by the Board of Directors.
Section 2.3 Lifetime membership. Lifetime membership will be assigned to individuals paying the appropriate dues as set by the Board of Directors for this category. Lifetime members retain voting rights and all benefits associated with individual membership.
Section 2.4 Honorary membership. Membership without voting rights may be conferred on individuals at the discretion of the Board of Directors.
SECTION 3: Dues. Annual dues, as determined by the Board of Directors, will be required to maintain membership in good standing for both individual and institutional membership. Term of membership will be for one year from receipt of payment. Dues are non-refundable.
Section 3.1 Amount. To promote diversity and affordability, dues will be assessed on a sliding scale within which an individual or institution, at their sole discretion, will determine what to pay.
Section 3.2 Waivers. The Board of Directors, at its discretion, may offer a waiver of dues to any individual or institution.
SECTION 4. Removal.
Section 4.1 Automatic removal. Members of any category may be removed automatically for non-payment of dues.
Section 4.2 Removal for Cause. By a two-thirds (2/3) vote, the Board of Directors may remove a member for cause. For any reason other than nonpayment of dues, a vote for removal shall occur only after the member complained against has been advised of the complaint so lodged and has been given reasonable opportunity for defense; and such member, if removed, may appeal the decision of the board to the bi-annual membership meeting, providing that notice of intent to appeal is provided to the president at least thirty (30) days in advance of the meeting.
SECTION 5. Resignation. Any member may resign by filing a written resignation with any officer of the Corporation. Resignation does not relieve the member of the obligation to pay any dues or other charges theretofore accrued and unpaid.
SECTION 6: Meetings. The Corporation will hold a biennial membership meeting at the NMEC. The Board, at its discretion, may also convene special membership meetings, provided it gives the membership two (2) months notice.
Section 6.1 Making motions. The primary business of the membership meeting will be to consider motions that have been offered by members. Any member may make a motion by obtaining a second and the signatures of at least 10 members in good standing, and submitting the motion in writing to the President at least one week prior to the scheduled membership meeting. Motions will be considered in the order received. Should time elapse before all proposed motions have been considered, motions not yet put on the floor will be tabled until the next membership meeting. Motions may pertain to any policy or bylaw of the Corporation.
Section 6.2 Tabled Motions. Members whose motions are tabled may request of any Board member that, in lieu of waiting until the next membership meeting, said Board member would bring the motion to the floor at a Board meeting. Board members are not required to accept such requests, but may do so at their discretion. In such a case, the motion would be subject to the rules governing Board meetings, rather than membership meetings.
Section 6.3 Quorum. At membership meetings, ten percent (10%) of the total membership will constitute a quorum. Motions will carry if a majority of those present at the meeting vote in favor.
SECTION 7. Voting. Members will be entitled to vote for members of the Board of Directors in annual elections. They will also be entitled to vote on motions raised in biennial membership meetings.
Section 7.1 Individual. Each individual is entitled to cast one vote.
Section 7.2 Institutional. Each institutional member is entitled to designate a representative who can cast one vote. The institution must inform the Chair of the Governance Committee who they have designated at least three weeks prior to any election or membership meeting.
SECTION 8. Benefits. All members in good standing will be entitled to vote in elections and at the biennial membership meeting, and to run for office. Other benefits will be determined by the Board of Directors.
SECTION 9. Caucuses. Members are encouraged to create caucuses to facilitate networking on specific issues or interests. Any group of members may create a caucus.
Section 9.1 Recognition. The Board of Directors will officially recognize and sanction any caucus that submits its purpose in writing provided the purpose furthers the mission of the Corporation. Each caucus will also be required to appoint a liaison who will report to the First Vice President at least twice a year.
Section 9.2 Governance. Caucuses are self-governing. They choose when to meet, how to run their meetings, and what issues to address.
Section 9.3 Funding. Officially sanctioned caucuses will be eligible to be listed on the AMLA's membership application. They will be permitted to levy membership fees up to $10 per year for caucus-related activities. Fees must be spent in accordance with AMLA Bylaws, policies, and the rules governing AMLA's 501c3 status. Caucus leadership will be responsible for collection and use of any collected caucus membership fees.
Section 9.4 Dissolution. Caucuses may be dissolved by caucus members at any time. They may also be dissolved by the Board of Directors for cause by a two-thirds (2/3) vote of the Board and written notice to the membership. In such cases, the caucus may appeal the decision at a membership meeting.
SECTION 10. Advisory Council. The Board of Directors will create a National Advisory Council for the Corporation consisting of designated leaders in media, technology, and education.
Section 10.1 Council Membership. Council membership will be by invitation of the Executive Committee and will serve a term of one year, renewable. In addition, founding sponsors and any funder donating $30,000 or more in a single year would be invited to nominate one representative to serve on this Council.
Section 10.2 Meetings. The Council will meet once a year. That meeting will be convened and chaired by the President.
Section 10.3 Purpose. The purpose of the National Advisory Council is to provide an opportunity for networking and information sharing among members, as well as to provide counsel to the Corporation. The Advisory Council will have no formal role in the leadership or management of the Corporation. Advisory Council members will not automatically be granted voting member status, though they may achieve such status by becoming regular members of the organization.
ARTICLE XI
RECORDS AND PROPERTY
All records and property, real, personal or mixed, entrusted to or in the hands of any Officer, Director, representative, agent, Committee Chair, Appointed Official, Special Advisor, employee or the like, acting for or on behalf of the Corporation shall be and remain Corporation property and, upon request by the President or the Board, shall be surrendered to the President or as the Board directs.
ARTICLE XII
NOTICES
Wherever notice of any action is required to be given, such notice shall be deemed given if mailed in the United States Mail, postage prepaid, addressed to the recipient at the address last known to the Corporation in its records. Such notice shall be deemed properly given if so mailed no later than fourteen (14) days prior to the action to be taken as specified in such notice or longer period if specifically provided in these Bylaws. Anything contained in this section to the contrary notwithstanding, any specific requirement contained in these bylaws providing for a different form or time period of notice shall supersede the notice required under this Section.
ARTICLE XIII
PROJECTS
The Board may, from time to time, establish projects for the Corporation in furtherance of its purposes. Such projects shall, if necessary, be funded and carried out in the manner determined by the Board.
ARTICLE XIV
MISCELLANEOUS
SECTION 1. Gender. All pronouns herein contained of the masculine, feminine or non-descriptive gender shall, as and when appropriate, mean either masculine or feminine and shall be non-discriminatory.
SECTION 2. Captions. All captions contained in these bylaws shall be for convenience only and shall not be determinative of the nature or effect of any of the provisions herein.
SECTION 3. In the event any provisions contained in these bylaws shall be invalid as a matter of law, then such invalid portion shall be deemed null, void and of no force and effect and shall not affect the validity of any other portion of these bylaws.
SECTION 4. In the event any section of these Bylaws shall conflict with the Articles of Incorporation, then the provisions of the Articles of Incorporation shall govern. In the event any provision of these bylaws shall conflict with any other provision of these bylaws, then the conflicting provision containing the stricter provision shall govern. In the event any provision of these bylaws shall conflict with the purposes of the Corporation, then such conflict shall be resolved in favor of the interpretation carrying forth the purposes of the Corporation. In the event any provision of these bylaws might disqualify the Corporation from being an organization described in section 501(c)(3) of the Internal Revenue Code, then such provision shall be null, void and of no force and effect to the extent necessary so that the Corporation will be an organization described in section 501(c)(3).
ARTICLE XV
DISSOLUTION
Section 1. Dissolution of the Corporation. Upon dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for the such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.