UFVA Constitution & Bylaws
UNIVERSITY FILM AND VIDEO ASSOCIATION
CONSTITUTION AND BYLAWS
(Incorporating all revisions, corrections and changes through July 2006)
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, shall 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 shall have no capital stock. No part of the income or property of the Association shall 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 shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Association shall 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 shall be given and transferred, as the Board of Directors may determine, to some other nonprofit tax exempt organization having objects similar to those of the Association. The selection of such other organization shall 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
SEC. 1. REGULAR MEETING. There shall 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 shall be called as provided in the Bylaws.
SEC. 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 ballot, shall 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 shall be required to be held under this Constitution and these Bylaws, and that the Board of Directors shall fix a date by which the members of the Association shall vote by letter ballot on any matters which might be acted upon by the members at this Annual Meeting. The voting period for such letter ballot shall be sixty days ending on the date fixed as above for voting by letter ballot, and the date upon which the voting period expires shall be deemed to be the date of the Annual Meeting within the meaning of this Constitution and Bylaws.
ARTICLE VI
Membership
SEC. 1. ELIGIBILITY FOR MEMBERSHIP. Any individual, firm, or corporation qualified in the manner prescribed in the Bylaws, shall be eligible for membership in the Association, and shall be admitted to membership under terms and conditions as may be prescribed by the Bylaws.
SEC. 2. RIGHTS AND PRIVILEGES. All members shall exercise and enjoy such rights as the Constitution and Bylaws of the Association may from time to time prescribe.
SEC. 3 DUES. Members shall pay such dues and assessments as the Constitution and Bylaws may prescribe.
ARTICLE VII
Board of Directors
The management of the Association shall be vested in the Board of Directors elected in the manner prescribed in the Bylaws.
ARTICLE VIII
Officers
The officers of the Association shall be a President, not more than four Vice-Presidents, a Treasurer and a Secretary who shall be elected and have such duties as the Bylaws may from time to time prescribe. The Past-President shall be considered an officer of the Association.
ARTICLE IX
Committees
The Board of Directors shall appoint such committees as may be prescribed in the Bylaws and may appoint such additional committees as it may determine; all such committees shall 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
SEC. 1. PROCEDURE AND REQUIRED VOTE. Amendments 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. All amendments, before they are submitted to the membership for discussion and vote, shall first have been approved by the Board of Directors by resolution adopted by the votes of a majority of the whole membership thereof. The proposed amendment shall 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 discussions thereon, shall be promptly
submitted by mail to all members qualified to vote as set forth in the Bylaws. Voting shall be by letter ballot mailed 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. Such amendment shall become effective if at least a majority of the duly qualified shall have voted thereon within the time limit specified herein and if at least two-thirds of the members so voting have voted to adopt the amendment.
SEC. 2. RESTRICTIONS. No amendment shall be made which shall 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
SEC. 1. MEMBERSHIP GRADES. The Membership of the Association shall consist of the following grades: Active, Student, Institutional, Sustaining and Life Member.
SEC. 2. QUALIFICATIONS. Individuals, educational institutions and organizations, firms and corporations with a professional interest in filmvideo education and the use of these media in education are eligible for membership in the grades as hereinafter prescribed.
SUBSEC. A. ACTIVE: Any individual actively employed or with a strong interest in at least one of the following: (1) the production of films, videos or related instructional 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. Students may apply for and will be granted Active membership upon payment of dues as prescribed for Active members.
SUBSEC. 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 pictures and television or is engaged in academic research in a related field.
SUBSEC. 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 film-video production.
SUBSEC. D. SUSTAINING: Any individual, firm, corporation or foundation subscribing substantially to the financial support of the Association.
SUBSEC. 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 regular active professional employment may request 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.
SUBSEC. 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.
SEC. 3. APPLICATION FOR MEMBERSHIP. Application for membership shall be made on forms provided for that purpose.
SEC. 4. ELECTION TO MEMBERSHIP. Upon determination by the Membership Committee that an applicant meets the qualifications set forth in Sec. 2 hereof and upon payment of the first year dues as set forth hereafter, the applicant shall become a member of the Association.
SEC. 5. VOTING RIGHTS. Each member of the Association in Active grade shall 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 must have chosen to become Active members in good standing to be entitled to vote although they may serve as members of committees in which case they are entitled to vote on matters considered by the Committee.
SEC. 6. TERMINATION OF MEMBERSHIP.
SUBSEC. A. RESIGNATION. Resignation of members shall be made in writing and shall take effect on the date that annual dues next become due.
SUBSEC. B. SUSPENSION AND TERMINATION FOR NONPAYMENT OF DUES. In the event that any member shall fail to pay dues by the end of the third month from the due date, the membership of such persons in the Association shall automatically be suspended. Suspension of membership results in the forfeiture of all membership rights and privileges. Such suspension shall 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, shall not be restored. In the event
that dues in arrears are not so paid, the membership of such member shall automatically be terminated.
SUBSEC. 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 shall have been granted to such member. No accused or accusing member shall 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
SEC. 1. ANNUAL MEETING. The Annual Meeting of the Association shall 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 shall 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.
SEC. 2. NOTICE OF MEETING. Notice of the time, place and business to be conducted at the Annual Meeting of the Association shall be mailed to members of the Association at their last known address appearing on the books of the Association. The notice of the Annual Meeting shall be mailed at least thirty days prior to the meeting. The time and contents of notices of other meetings shall be as directed by the Board of Directors.
SEC. 3. QUORUM. One-tenth of the membership of the Association entitled to vote on matters presented to the membership shall constitute a quorum at all meetings of the Association, but a lesser number may adjourn without notice other than announcement of the meeting. At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called.
ARTICLE III
Board of Directors
SEC. 1. NUMBER AND TERM OF OFFICE. The Board of Directors shall consist of: (1) the elected officers, (2) the Past-President of the Association and (3) not more than six Directors. The Officers and Directors shall be elected from the membership of the Association in Active grade in the manner hereinafter prescribed and shall serve for a term of two years except for the Treasurer who shall serve for a term of three years. Not more than two individuals who shall 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 shall be nonvoting members of the Board of Directors unless they also have been duly elected as Officers or Directors of the Association.
SEC. 2. NOMINATIONS. Before the first Monday of March, the President shall 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 shall designate one of the members of the Committee as Chair. The members of the Nominating Committee shall be two former Presidents and at least four voting members of the Association, at least two and not more than three of whom shall be members of the Board of Directors, who are not in the last year of office,
and who are thereby ineligible for nomination.
SUBSEC. 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 by facsimile).
SUBSEC. B. PUBLICITY OF VACANCIES, SELF-NOMINATIONS, AND MEMBERSHIP NOMINATIONS FOR THE BOARD OR NOMINATING COMMITTEE. The Editor of the Digest of the UFVA shall 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.
SEC. 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 shall be reviewed by the Board of Directors by mail ballot, and said list shall be final unless the Board shall, 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 shall not be subject to Board of Directors’ approval. It shall be the duty of the Secretary to notify the individuals appearing on said list of their nomination, and each such person shall notify the Secretary within two weeks thereafter whether he will serve if elected. The name of all such persons who indicate their assent shall be placed on a letter ballot prepared by the Secretary.
SEC. 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 shall cause a letter ballot to be mailed to each voting member of the Association at his last known address appearing on the books of the Association. On the space provided on the ballot each member who wishes to vote shall indicate the individual and the position to which he wishes to have such individual elected. No individual may cast more than one vote for any one candidate, and the ballots which have been returned to the
Secretary before or on the first Monday of July, or seven days before the scheduled date of the Annual Meeting, shall be delivered to the Committee of Tellers appointed by the President. Said Committee shall tabulate the votes not later than the third Monday of July, or one day before the Annual Meeting if this comes first. Election of candidates shall be by plurality vote, and in the case of tie, the choice shall be decided by lot. The individuals elected shall take office as of the first day of September following their election.
SEC. 5. FILLING OF VACANCIES. Whenever a vacancy shall 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 of them elect an individual to fill such vacancy. Individuals so elected shall serve for the unexpired term of their respective predecessors.
SEC. 6. MEETINGS AND QUORUM. The Board of Directors shall hold at least one meeting each year, which shall 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 shall 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 shall constitute a quorum.
ARTICLE IV
Duties of Officers
SEC. 1. PRESIDENT
SUBSEC. A. FUNCTION. The President shall preside at all meetings of the Association and the Board of Directors. Subject to the direction of the Board of Directors, the President shall be the executive head of the Association.
SUBSEC. B. SUBSTITUTE. During any period of absence or temporary incapacity of the President, during the first year of office, the Executive Vice-President shall perform and have the duties and powers of the President. During the second year of office, the responsibilities of this office shall be assumed by the Vice-President/President Elect.
SUBSEC. 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.
SEC. 2. VICE-PRESIDENT/PRESIDENT-ELECT. During the first year of office of the President, the Vice-President/President Elect shall 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 shall be an ex-officio member of all committees and shall perform such other duties as may be assigned by the President.
SEC. 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 shall perform and have the duties and powers of the President. In addition, the Executive Vice-President shall be an exofficio member of all committees and shall perform such other duties as may be assigned by the President.
SEC. 4. PAST-PRESIDENT. The Past-President shall 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.
SEC. 5. EDITORIAL VICE-PRESIDENT. The Editorial Vice-President shall be responsible for the content and publication of the Association’s Journal and the editorial aspects of all other publications of the Association. The Editorial Vice-President shall appoint and supervise the work of certain committees as defined hereafter.
SEC. 6. CONFERENCE VICE-PRESIDENT. Subject to the approval of the Board of Directors, the Conference Vice-President shall 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 shall be elected by the voting membership. Conference Vice-President Elect shall 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.
SEC. 7. TREASURER. The Treasurer shall have custody of the funds and assets of the Association and shall keep proper books of account and shall 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 shall be audited by an accountant and a report of such audit shall be made to the Board of Directors which shall mail it to each member of the Association. The Treasurer shall 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 shall be paid by the Association. During the second year of the office of Treasurer, the Treasurer Elect shall be elected by the voting membership. Treasurer Elect shall 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.
SEC. 8. SECRETARY. The Secretary shall keep a record of all meetings of the Association and the Board of Directors. The Secretary shall be responsible for the maintenance of a membership roster, shall have custody of the records of the Association and shall perform such other duties as may be required by these Bylaws or as specified by the Board of Directors.
ARTICLE V
Committees
SEC. 1. GENERAL.
SUBSEC. 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 shall be members of the Association.
SUBSEC. B. TERM. The members of all standing committees shall hold office until September of the year following appointment or until their successors are appointed.
SUBSEC. C. TERM OF OFFICE OF CHAIRS. The Chairs of all standing committees shall be selected by the President with the concurrence of the appropriate Vice-President and shall be confirmed by a majority approval of the Board of Directors. Their terms of office shall be concurrent with the term of the President.
SUBSEC. D. QUORUM. A majority of the members of a committee shall constitute a quorum unless otherwise specified in these Bylaws.
SUBSEC. E. VOTING. No member of a standing committee may vote by proxy. Where alternates have been appointed, an alternate may vote in the absence of the committee member for whom the individual has been designated as the alternate.
SEC. 2. STANDING COMMITTEES.
SUBSEC. A. MEMBERSHIP COMMITTEE. The Chair and membership of this committee shall be appointed by the President with the approval of the Board of Directors. They shall be responsible for soliciting new members and passing on qualifications for grades of membership.
SUBSEC. B. CONFERENCE COMMITTEE. A Chair for each annual conference will be appointed by the Conference Vice-President with the approval of the Board of Directors. The Conference Chair with the approval of the Conference Vice-President may appoint such committee members and subcommittee chairs as are necessary to insure a successful conference.
SUBSEC. C. HONORS AND AWARDS COMMITTEE. This committee, consisting of the former Presidents of the Association, shall guide the honors and awards activities of the Board of Directors. The chair shall be appointed from this group by the President with the approval of the Board of Directors.
SUBSEC. D. ADDITIONAL STANDING COMMITTEES. At each Annual Meeting of the Board of Directors the President shall present a list of standing committees and recommendations for chairs. After Board approval, this list will be published on the letterhead of the Association.
ARTICLE VI
Dues and Indebtedness
SEC. 1.DUES. SUBSEC. A. The annual dues of each Active member shall be $95.00 per year. The annual dues of each Student member shall be $30.00 for each year. The annual dues of Institutional members shall be $175.00 per year. The annual dues of Sustaining members shall be at least $325.00 per year. 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. SUBSEC. 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. SUBSEC. 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. SUBSEC. D. Life Members will not be required to pay dues starting the year following their election to this grade. SUBSEC. E. Annual dues of Special members shall be $30.00 for each year.
SEC. 2. No credit shall be given for annual dues in a membership transfer from a higher to lower grade, and such transfers shall take place on January 1 of each year.
SEC. 3. Annual dues are for the calendar year, January 1 to December 31, and shall be paid in advance.
SEC. 4. Failure to pay dues may be considered just cause for suspension.
ARTICLE VII
Publications
SEC. 1. The Association shall publish a quarterly Journal. The editorial policy of the Journal shall be based upon the provisions of the Constitution and a copy of each issue shall be supplied to each member in good standing, mailed to the last address of record. Copies may be made available for sale at a price approved by the Board of Directors.
SEC. 2. The Association may publish such books, pamphlets, or other publications as may further the objectives of the Association.
ARTICLE VIII
Amendments
SEC. 1. PROPOSAL.
SUBSEC. 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.
SUBSEC. 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.
SEC. 2. DISCUSSION. Amendments submitted as described in SEC.1 will be placed on the agenda of the Annual Meeting for discussion by the membership.
SEC. 3. APPROVAL. After discussion at the Annual Meeting all proposed amendments will be submitted for a mail ballot to the voting members with a summary of discussion for and against. 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 these Bylaws.
SEC. 4. ELECTION VOTING: All UFVA elections will take place electronically whenever feasible.
SEC. 5. BYLAW VOTING: All future votes on bylaw amendments will be conducted electronically whenever feasible.
SEC 6. NOMINATING COMMITTEE: The chair of the Nominating Committee will be responsible for collecting the biography and position statement from each candidate and making these available to the secretary.