CONSTITUTION AND BYLAWS
(Incorporating all revisions, corrections and changes through July 2011)
ARTICLE I The name of this organization shall be the UNIVERSITY FILM AND VIDEO ASSOCIATION.
ARTICLE II Objects and Powers
The purpose for which this Association was founded, and for which it has been operated, shall continue to be as follows:
1. To further and develop the potentialities of the motion picture and television media for purposes of instruction and communication throughout the world;
2. To encourage film and video production at the various educational institutions;
3. To encourage and assist those members in recognized educational institutions engaged in the teaching of the arts and sciences of motion picture and television production techniques, history, criticism and related subjects;
4. To serve as a central source of information on film and video instruction and production by educational institutions;
5. To provide means for the sharing of ideas on the various activities involved in teaching film and video courses and in the production and distribution of motion pictures and other recorded materials;
6. To do everything and anything reasonably or lawfully necessary, proper or advisable for the attainment of the above purposes or for any of them or for the furtherance of any or all such purposes;
7. The association, in order to foster its educational purposes as herein provided, will have the power to own, acquire, purchase, accept as gifts, hold as trustee or otherwise, maintain, improve, mortgage, sell, lease or dispose of real and personal property and to obtain, invest, re-invest, and use funds and properties of any kind to advance the educational aims of the association;
8. To accept in the name of the association or hold as trustee or otherwise any gift of money or property or the income thereof for one or more limited purposes within the scope of the general purposes of the association as stated herein;
9. To have all powers of any organization with educational purposes to the extent not inconsistent with the purposes and powers of the association as herein provided.
ARTICLE III Restrictions
The association will have no capital stock. No part of the income or property of the association will inure to the private benefit of any of its members, officers or any private shareholders or individuals; no substantial part of the activities of the association will be the carrying on of propaganda or otherwise attempting to influence legislation, and the association will not participate in any political campaign on behalf of any candidate for public office.
ARTICLE IV Disposition of Assets and Dissolution
Upon the liquidation, winding up or dissolution of the association, whether voluntary or involuntary, and after payment of all indebtedness of the association, the funds, investments and other assets of the association will be given and transferred, as the board of directors may determine, to some other nonprofit tax exempt organization having objectives similar to those of the association. The selection of such other organization will be made by a majority vote of all members of the board of directors at a meeting of said board of directors called for the purpose of selecting such an organization.
ARTICLE V Meetings
1. Regular Meeting. There will be an annual meeting of the association held at such time and place as may be fixed by the board of directors, and other meetings of the association will be called as provided in the bylaws.
2. Substitute for Annual Meeting. Whenever the board of directors, by a majority vote of all its members, at either a meeting or by letter (or secure electronic) ballot, will declare that by reason of any rule, regulation, request or order of any government agency, or for any cause, it is not in the interest of the association to hold the annual meeting then no such meeting will be required to be held under this constitution and these bylaws, and that the board of directors will fix a date by which the members of the association will vote by letter (or secure electronic) ballot on any matters which might be acted upon by the members at this annual meeting. The voting period for such letter (or secure electronic) ballot will be sixty days ending on the date fixed as above for voting by letter (or secure electronic) ballot, and the date upon which the voting period expires will be deemed to be the date of the Annual Meeting within the meaning of this constitution and bylaws.
ARTICLE VI Membership
1. Eligibility for Membership. Any individual, firm, or corporation qualified in the manner prescribed in the bylaws will be eligible for membership in the association, and will be admitted to membership under terms and conditions as may be prescribed by the bylaws.
2. Rights and Privileges. All members will exercise and enjoy such rights as the constitution and bylaws of the association may from time to time prescribe.
3. Dues. Members will pay such dues and assessments as the constitution and bylaws may prescribe.
ARTICLE VII Board of Directors
The management of the association will be vested in the board of directors elected in the manner prescribed in the bylaws.
ARTICLE VIII Officers
The officers of the association will be a president, not more than four vice-presidents, a treasurer, and a secretary who will be elected and have such duties as the bylaws may from time to time prescribe. The past-president will be considered an officer of the association.
ARTICLE IX Committees
The board of directors will appoint such committees as may be prescribed in the bylaws and may appoint such additional committees as it may determine; all such committees will act under the direction of the board of directors and perform such duties and exercise such powers as are specified in the bylaws and such duties and powers as may be delegated to such committees by the board of directors.
ARTICLE X Amendments
1. Procedure and Required Vote. Amendments to the constitution may be submitted to the board of directors by a member of the board or may be proposed to the board of directors by any ten (10) members of a voting grade. The board of directors will first approve of proposed amendment changes before they are submitted to the membership for vote and discussion. The proposed amendment will be submitted for discussion at the next annual meeting of the association following approval of the amendment by the board of directors. The proposed amendment, together with a summary of the discussion about the amendment, will be promptly be submitted by mail or secure electronic balloting to all members qualified to vote as set forth in the bylaws. Voting will be by letter or electronic ballot sent with the proposed amendment and summary of the discussion to the voting membership. In order to be counted, return ballots must be received within sixty (60) days of the mailing out date if at least a two-thirds of the members so voting have voted to adopt the amendment. Balloting will close sixty days after the mailing out date and proposed amendments with an affirmative vote of two-thirds of the ballots returned will become a part of the constitution.
2. Restrictions. No amendment will be made that will be contrary to the carrying out of the educational purposes for which the association was organized, and all rights conferred herein upon any member of the Associated are granted subject to this reservation.
ARTICLE I Membership
1. Membership Grades. The membership of the association will consist of the following grades: Active, Student, Institutional, Sustaining, Special and Life Member.
2. Qualifications. Individuals, educational institutions and organizations, firms and corporations with a professional interest in film-video education and the use of these media in education are eligible for membership in the grades as hereinafter prescribed.
a. Active: Any individual actively employed or with a strong interest in at least one of the following: (1) the production of motion pictures, video, television, digital media, and new media or related materials; (2) research or instruction in production, history, criticism, distribution, theory or related subjects and (3) direct supervision of the above listed activities, may apply for Active membership.
b. Student: An individual registered for at least a half time program as a student, graduate or undergraduate, in a college, university or other recognized educational institution who evidences interest in the production, distribution, utilization or history of motion picture, television, digital media, and new media forms or is engaged in academic research in a related field.
c. Institutional: Any college, university, or recognized institution of higher learning, which teaches courses in film history, criticism, or production theory, or which is actively engaged in motion picture, television, digital media, and new media forms.
d. Sustaining: Any individual, firm, corporation or foundation subscribing substantially to the financial support of the Association.
e. Life Member: Any individual who has been a member in good standing for fifteen years (may be nonconsecutive), has furthered the objectives of the Association and has retired from full-time, regular or active professional employment may request or be nominated for Life Membership.. The Board of Directors may elect to so honor any individual who meets these qualifications except that the provision of retirement is not required.
f. Special: A member in Active or Student grade may request Special membership grade standing during special circumstances as follows: (1) An Active member who is temporarily unemployed or retired may request Special membership; or (2) A Student member who is no longer registered as a student in a college, university, or other recognized educational institution, and who is not yet actively employed, may request Special membership. Special members are entitled to the rights and privileges of their previous grade.
3. Application for Membership. Application for membership will be made on forms provided for that purpose.
4. Membership. Payment of dues constitutes one’s appropriate membership grade.
5. Voting Rights. Each member of the Association in Active grade will be entitled to one vote on any matter presented to the membership, and such members are eligible to be elected to office in the Association. Life members are entitled to all the privileges of active membership. Students may serve as members of committees in which case they are entitled to vote on matters considered by the Committee.
6. Termination of Membership.
a. Resignation. Resignation of members will be made in writing and will take effect on the date that annual dues next become due.
b. Suspension and Termination for Nonpayment of Dues. In the event that any member will fail to pay dues by the end of the third month from the due date, the membership of such persons in the Association will automatically be suspended. Suspension of membership results in the forfeiture of all membership rights and privileges. Such suspension will automatically be revoked and all membership rights and privileges restored, upon payment by any such suspended member of all dues in arrears provided that they are paid within one calendar year from the due date. Those membership benefits having occurred during the period of suspension, however, will not be restored. In the event that dues in arrears are not so paid, the membership of such member will automatically be terminated.
c. Expulsion and Reinstatement. Any member may be expelled for just cause, other than nonpayment of dues. Expulsion may take place only upon the vote of a majority of the entire membership of the Board of Directors after an opportunity to be heard before the Board will have been granted to such member. No accused or accusing member will be entitled to vote on the question of such expulsion. Any former member whose membership has been terminated pursuant to this subsection may be reinstated upon approval by the vote of a majority of the entire membership of the Board of Directors.
ARTICLE II Meetings of the Association
1. Annual Meeting. The Annual Meeting of the Association will be held at such time and place as may be fixed by the Board of Directors. Other meetings of the Association may be called at any time by the President and will be called by the President upon the written request of at least three members of the Board of Directors or upon written request of ten percent of the membership of voting grade. Such special meetings may be held by electronic means.
2. Notice of Meeting. If the annual meeting is not scheduled during the annual conference, a notice of the time, place and business to be conducted at the annual meeting of the association will be mailed and/or transmitted electronically to members of the association at their last known address appearing on the books of the association. The notice of the annual meeting will be mailed or sent electronically at least thirty days prior to the meeting. The time and contents of notices of other meetings will be as directed by the board of directors.
3. Quorum. One-tenth of the membership of the Association entitled to vote on matters presented to the membership will constitute a quorum at all meetings of the Association.
ARTICLE III Board of Directors
1. Number and Term of Office. The Board of Directors will consist of: (1) the elected officers, (2) the Past-President of the Association and (3) not more than six Directors. The Officers and Directors will be elected from the membership of the Association in Active grade in the manner hereinafter prescribed and will serve for a term of two years except for the Treasurer who will serve for a term of three years. Not more than two individuals who will be members of the Association in Active grade may also be elected as Directors for a term of one year by the Board. The Chairs of the Standing Committees will be nonvoting members of the Board of Directors unless they also have been duly elected as Officers or Directors of the Association.
2. Nominations. Before the first Monday of March, the President will appoint a Nominating Committee to nominate not more than three individuals for election to each office of the Association and not more than three individuals for each vacancy on the Board of Directors. Individuals nominated for the Board and for offices must be members of the Association in Active grade. The President will designate one of the members of the Committee as Chair. The members of the Nominating Committee will be two former Presidents and at least four voting members of the Association, at least two and not more than three of whom will be members of the Board of Directors, who are not in the last year of office, and who are thereby ineligible for nomination.
a. Nominations by Petition. Nominations may be added to the ballot by a petition in the form of a letter (or letters) signed by five members of the Association in voting grade. This letter (or letters) must be received by the President before the first Monday of March. The President must also have received a letter from the candidate indicating willingness and ability to serve if elected.(Transmission may be electronic or by facsimile).
b. Publicity of Vacancies, Self-nominations, and Membership Nominations for the Board or Nominating Committee. The Editor of the Digest of the UFVA will publish a notice in the last Digest issue of the calendar year inviting members of the Association in voting grade to notify the President of the Association if they wish to serve on the Nominating Committee or wish to be considered for a position on the Association’s Board of Directors or wish to nominate any Active member to the Board of Directors. The President will consider these members respectively for positions on the Nominating Committee and will forward notices of interest or nominations to serve on the Board to the Chair of the Nominating Committee for consideration by the Committee for its list of nominees.
3. Approval of Nominations. Before the first Monday of May, or sixty days before the scheduled date of the Annual Meeting if this comes first, the list of nominees proposed by the Nominating Committee will be reviewed by the Board of Directors by mail or electronic ballot, and said list will be final unless the Board will, by a three-fourths vote of those polled, direct that any individual’s name be deleted therefrom. Nominations submitted in accordance with Sec 2., SUBSEC.A. above will not be subject to board of directors’ approval. It will be the duty of the chair of the nominating committee to notify the individuals appearing on said list of their nomination, and each such person will notify the chair of the nominating committee within two weeks thereafter whether s/he will serve if elected by submitting a brief biography and position statement. The name of all such persons who indicate their assent will be placed on a letter or electronic ballot prepared by the secretary or his/her designee.
4. Election. Not later than the first Monday of June, or thirty days before the scheduled date of the Annual Meeting if this comes first, the Secretary or his/her designee will cause a letter ballot to be mailed to each voting member of the Association at his/her last known address appearing on the books of the Association. On the space provided on the ballot each member who wishes to vote will indicate the individual and the position to which he/she wishes to have such individual elected. No individual may cast more than one vote for any one candidate, and the ballots which have been reported to the Secretary or his/her designee seven days before the scheduled date of the annual meeting, and will be reported by the President of the Association to the board with results available for examination by the first Friday of July. Election of candidates will be by plurality vote, and in the case of tie, the choice will be decided by lot. The individuals elected will take office as of the first day of September following their election.
5. Filling of Vacancies. Whenever a vacancy will occur in the Board of Directors or in any office of the Association other than that of the President, the remaining Directors may, by the affirmative vote of a majority elect an individual to fill such vacancy. Individuals so elected will serve for the unexpired term of their respective predecessors.
6. Meetings and Quorum. The Board of Directors will hold at least one meeting each year, which will be at the time and place of the Annual meeting of the Association. At least two weeks notice of the time and place of all regular meetings will be sent to the members of the Board. Special meetings may be called at any time by the President or by any two Vice-Presidents upon at least seven days notice. At each meeting of the Board of Directors, nine members will constitute a quorum.
ARTICLE IV Duties of Officers
a. Function. The President will preside at all meetings of the Association and the Board of Directors. Subject to the direction of the Board of Directors, the President will be the executive head of the Association.
b. Substitute. During any period of absence or temporary incapacity of the President, during the first year of office, the Executive Vice-President will perform and have the duties and powers of the President. During the second year of office, the responsibilities of this office will be assumed by the Vice-President/President Elect.
c. Re-election. The President may not be re-elected to the office except that should the Executive Vice-President be required to serve as President for part of an unexpired term for any reason, the President may then be nominated and be a candidate for re-election.
2. Vice-President/President Elect. During the first year of office of the President, the Vice-President/President Elect will be elected by the voting membership. The individual so elected will serve in this capacity during the second year of the President’s term of office and will assume the office of President on September 1 of that year. The Vice-President/President Elect will be an ex-officio member of all committees and will perform such other duties as may be assigned by the President.
3. Executive Vice-President. In the absence of the President during the first year of office due to death, resignation or incapacity, the Executive Vice-President will perform and have the duties and powers of the President. In addition, the Executive Vice-President will be an ex officio member of all committees and will perform such other duties as may be assigned by the President.
4. Past-President. The Past-President will serve primarily in an advisory capacity to the other officers and directors of the Association and may be requested to assume any other duties appropriate to past experience in Association affairs.
5. Editorial Vice-President. The editorial vice-president will be responsible for the content and oversee the publication of the Association’s Journal and the editorial aspects of all other publications of the Association including the association’s website. The Editorial Vice-President will appoint and supervise the work of certain committees as defined hereafter.
6. Conference Vice-President. The Conference Vice-President will be responsible for the Annual Conference of the Association. During the first year of office of the Conference Vice-President, the Conference Vice-President Elect will be elected by the voting membership. Conference Vice-President Elect will be a non-voting position. The individual so elected will serve in this capacity during the second year of the Conference Vice-President’s term, and will assume the office of Conference Vice-President on September 1 of that year.
7. Treasurer. The Treasurer will have custody of the funds and assets of the Association and will keep proper books of account and will keep all funds in the name of the Association in a bank, or banks, approved by the Board of Directors. At the end of each fiscal year the books will be audited by an accountant and a report of such audit will be made to the Board of Directors which will mail it to each member of the Association. The Treasurer will give a surety company bond for the faithful performance of his duties in such amount as may be required by the Board of Directors. The premium on such bond will be paid by the Association. During the second year of office of the Treasurer, the Treasurer Elect will be elected by the voting membership. Treasurer Elect will be a non-voting position. The individual so elected will serve in this capacity during the third year of the Treasurer’s term, and will assume the office of Treasurer on September 1 of that year.
8. Secretary. The Secretary or his/her designee will keep a record of all meetings of the Association and the Board of Directors. The Secretary will be responsible for the maintenance of a membership roster, will have custody of the records of the Association and will perform such other duties as may be required by these Bylaws or as specified by the Board of Directors.
ARTICLE V Committees
a. Appointment. Such standing and ad hoc committees as may be necessary or convenient for the proper conduct of the affairs of the Association may be appointed as provided by the Constitution and Bylaws. The Chairs of all such Committees will be members of the Association.
b. Term. The members of all standing committees will hold office until September of the year following appointment or until their successors are appointed.
c. Term of Office of Chairs. The Chairs of all standing committees will be selected by the President and will be confirmed by a majority approval of the Board of Directors. Their terms of office will be concurrent with the term of the President.
d. Quorum. A majority of the members of a committee will constitute a quorum unless otherwise specified in these Bylaws.
e. Voting. Committees may conduct business electronically and vote electronically.
2. Standing Committees.
a. Membership Committee. The Chair and membership of this committee will be appointed by the President with the approval of the Board of Directors. They will be responsible for soliciting new members and passing on qualifications for grades of membership.
b. Conference Committee. The Conference Vice-President may appoint such committee members and subcommittee chairs as are necessary to insure a successful conference.
c. Honors and Awards Committee. This committee, consisting
of the former presidents of the association, will guide the honors and awards activities of the board of directors such as the Life Member honor and Lifetime Service award. The chair will be appointed from this group by the president with the approval of the board of directors. This committee does not preclude the possibility of awards being granted by other committees, caucuses or groups.
d. Additional Standing Committees. At each Annual Meeting of the Board of Directors the President will present a list of standing committees and recommendations for chairs. After Board approval, this list will be published on the UFVA website.
ARTICLE VI Dues and Indebtedness
a. Annual dues will be set as follows: The Board of Directors with approval of the active grade members will set annual dues. No action by the Board or membership is required when annual dues remain the same as the previous year.
b. Proposed changes in the annual dues for any membership grade must be approved by majority vote of the Board of Directors and will be placed on the agenda for discussion and vote at the next Annual Meeting.
c. In order to take effect, the proposed change in dues must be approved in an election by a majority vote of the active members who vote in that election.
d. Life members will not be required to pay dues starting the year following their election to this grade.
2. No credit will be given for annual dues in a membership transfer from a higher to lower grade, and such transfers will take place on January 1 of each year.
3. Annual dues are for the calendar year, January 1 to December 31, and will be paid in advance.
4. Failure to pay dues may be considered just cause for suspension.
ARTICLE VII Publications
1. The Association will publish a quarterly Journal. The editorial policy of the Journal will be based upon the provisions of the Constitution and a copy of each issue will be supplied to each member in good standing, mailed to the last address of record or, at the member’s request, be supplied through electronic means. Copies may be made available for sale at a price approved by the Board of Directors.
2. The Association may publish such books, pamphlets, or other publications as may further the objectives of the Association.
ARTICLE VIII Amendments
a. Proposed amendments to these Bylaws may be initiated by the Board of Directors or by a recommendation to the Board of Directors signed by at least five members of voting grade. After approval by the Board of Directors, amendments submitted in this manner will be placed on the agenda for discussion at the next Annual Meeting.
b. Proposed amendments to these Bylaws may be initiated by a written petition signed by at least ten percent of the members of the Association in voting grade and submitted to the President by the first Monday of May.
2. Discussion. Amendments submitted as described in Sec 1 will be placed on the agenda of the Annual Meeting for discussion by the membership.
3. Approval. After discussion at the Annual Meeting, a ballot with all proposed amendments will be submitted to the voting members with a summary of discussion for and against prepared by the secretary or his/her designee. Voting will close sixty (60) days after the mailing out date and proposed amendments with an affirmative vote of two-thirds of the ballots returned will become a part of these bylaws.
4. Election Voting: All UFVA elections will take place electronically whenever feasible.
5. Bylaw Voting: All future votes on bylaw amendments will be conducted electronically whenever feasible.
ARTICLE IX: Removal of a board member
An officer or member of the board may be removed from office for any of the following causes: 1) being absent at two consecutive board meetings; 2) deliberate proven malfeasance; 3) inability or unwillingness to conduct the work of the elected office or of the association; or 4) deliberate and detrimental violations of the constitution or bylaws of the association.
1. The membership may take action for removal of a board member by submitting a petition and a statement of facts signed by ten voting grade members to the board. Such petition will require the support of a majority vote of board members in order to initiate consideration of removal.
2. A petition to remove a board member or officer may be initiated by three board members all of whom have been elected by the membership. Such petition will require the support of a majority vote of board members in order to initiate consideration of removal.
3. The petition including the statement of facts must be submitted to the president (or if the president is the officer in question, to the executive vice president) in writing at least one month prior to the annual meeting or special meeting. The president (or executive vice president) will forward the petition to the board member who is being considered for removal. The board member being considered for removal will have the opportunity to respond to the accusations put forth in the petition to remove. This response may occur in person or in writing based on the method by which the special meeting is convened (See subsection 4 below). Such response must be forwarded to the entire board prior to any further discussion or debate.
4. The board will discuss the petition at the annual meeting or special meeting in a closed board session. A special meeting where the sole item of business is to consider removal of an officer or board member may take place in person or electronic form via videoconference, on line conference, or on line forum. This meeting will be presided over by the president. However if the removal pertains to a president during the first year of his/her term, it will be presided over by the Executive Vice President. If the removal pertains to the president during the second year of his/her term, the meeting will be presided over by the president elect.
5. A vote of two-thirds of the board (elected by the membership) is required to remove an elected board member from office.
6. A one-year board member may be removed by a majority vote of the board.
DUES FOR CALENDAR YEAR 2015
Active members: $95.00
Student members: $30.00
Institutional members: $175.00
Sustaining members: $325.00
Special members: $30.00