TELEVISION, INTERNET & VIDEO ASSOCIATION OF DC, INC.
The Bylaws below were developed from the 11/14/07 version based on feedback from our law firm, Dorn & Klamp, P.C. These new Bylaws were formally adopted on 11/14/07 with one change.
Article IV; Section 5 revised on 4/14/2015; additional revisions approved on 12/8/2015 and 1/11/2016.
The Television, Internet, & Video Association of DC, Inc. (hereinafter “TIVA-DC”) is organized to operate for the purposes stated in its Articles of Incorporation.
There shall be two (2) classifications of membership in TIVA-DC, the benefits of which shall be established by the Board of Directors of TIVA-DC (the “Board”) and may be modified from time to time as provided further herein. The two classifications of TIVA-DC membership are hereby designated and defined as follows:
The TIVA-DC Board shall have authority to determine the benefits available to each type of membership in TIVA-DC and the fees charged for those benefits. Any change in benefits or fees for membership must be adopted by two thirds vote of the Board. The Board may also establish new levels of membership by two thirds vote of the Board if it determines that said new levels of membership would serve TIVA-DC’s interests.
All members of TIVA-DC in good standing shall be entitled to the full benefits of TIVA-DC membership for their respective classifications of membership as those benefits are determined by the Board, and shall be eligible to vote in TIVA-DC elections subject to the provisions of these Bylaws. All members of TIVA-DC in good standing shall be entitled to serve as members of the Board or as Officers of TIVA-DC subject to the provisions of these Bylaws, with the exception that student members may not run for or be elected to the Board.
The members have the right to vote only for the election of officers and directors. The members do not have the right to vote on any other matter, including but not limited to the following:
Membership shall become effective upon notification to the applicant of acceptance of the applicant’s membership application by the Association and shall terminate on the last day of the month of the effective anniversary date of membership unless renewed or terminated earlier as provided for in these Bylaws.
Any individual or organization seeking the benefits of membership in TIVA-DC shall apply for said benefits by providing the name of the individual or organization requesting those benefits and such contact and professional information as TIVA-DC may require. Every application for membership shall be accompanied by payment appropriate to the classification of membership requested.
A member in good standing is defined as a member whose dues are paid in full; who has no other financial obligations to the Association exceeding 90 days overdue; and is currently in full compliance with TIVA Bylaws and Policies, as determined by the Board of Directors.
Annual Meeting. The annual meeting of members will be held in the Fall of each year at a time and place designated by the Board of Directors.
Special Meetings. Special meetings of members may be called by the President, the Secretary, the Board of Directors, or by one-twentieth of the members in good standing.
Notice. Written notice must be given to each member no more than 50 days and at least 10 days prior to any regular or special meeting. The notice must specify the date, time, and place of the meeting. Notice of special meetings must also describe the purpose(s) of the meeting. Notice must be either delivered personally to each member or mailed. If notice is given by mail, it will be deemed delivered when deposited in the United States mail addressed to the member as its address appears in TIVA-DC records and with postage prepaid.
Quorum. One-tenth of the number of members entitled to vote constitutes a quorum for the transaction of business at a meeting of the members.
Voting. Each voting member is entitled to only one (1) vote in an election. Except as otherwise required by law, the Articles of Incorporation, or these Bylaws, all matters before the members are decided by a majority vote of those members who are entitled to vote on the matter.
Methods of Voting.
Rejection. TIVA-DC may reject the membership application of an individual or organization if accurate information is not provided on the application, if payment in full is not rendered with the application or if the applicant does not meet the membership requirements described in these Bylaws. Any individual or organization feeling that his/her/its application for membership has been unjustly rejected may appeal to the Board. The decision of the Board in such an appeal shall be final.
Discipline, Suspension and Termination. Any member or member organization violating or failing to comply with these Bylaws, including, but not limited to, provisions regarding membership requirements and observance of the policies of TIVA-DC, or behaving in a manner that is deemed detrimental to TIVA-DC, may be disciplined, suspended or expelled from TIVA-DC by a two thirds vote of the Board.
Due Process. Any member or member organization accused of violating or failing to comply with these Bylaws or of behaving in a manner detrimental to TIVA-DC, except in the case of a failure to pay dues, shall be entitled to due process, as outlined in TIVA policy documents. Any decision of the Board in such a case shall be final.
TIVA-DC shall apply these Bylaws and every one of its rules and procedures in a fair and impartial manner, and shall not discriminate unfairly against any individual, group or organization, whether on the basis of race, national origin, gender, sexual orientation, party affiliation, religion, belief or any other class protected by law. Any complaint of unfair discrimination may be brought by any individual, group or organization directly to the Board at any time, and shall be addressed promptly by the Board.
Subject to the provisions contained herein, the Board of TIVA-DC shall consist of the following:
Board Members At Large. Subject to the provisions contained herein, the Board shall consist of 16 elected members, including the officers listed above.
These four (4) Officers and twelve (12) Board Members at Large have the right to vote.
In the event of a lack of qualified candidates, the Board may elect enough new members to bring the total to no less than ten (10) members.
Any member of TIVA-DC in good standing 21 years of age or older may run for, be elected to and serve on the Board subject to the rules for elections and the requirements of service on the Board as specified in Article V; Section 1.
Elected Members of the Board. The terms of office for all elected members of the Board, whether Officers or Board Members At Large, shall commence with the first Board meeting following the counting of election ballots and run for one full calendar year from that date in the case of one-year terms, and twice that period in the case of two-year terms.
The Board shall be the policy-making body of TIVA-DC, and shall have the authority to interpret the Bylaws and oversee the execution of all operations of TIVA-DC. This authority shall include:
The Board may take any actions it deems necessary and valid for the advancement of TIVA-DC as a whole consistent with these Bylaws, including, without limitation, the adoption of any names, marks and logos that it deems appropriate.
Notice. Notice of a meeting of the Board of Directors must specify the date, time, and place of the meeting. Notice must be delivered personally or by mail, electronic mail, facsimile, or telephone to every Director. If notice is given by mail, it is deemed delivered when deposited in the United States mail addressed to the Director as his/her address appears in TIVA-DC’s records and with postage prepaid.
Means of Attendance. Any or all of the Board of Directors may participate in a meeting by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall have the same validity as participation in person.
Regular Meetings. The Board shall meet monthly at least ten (10) months a year. The date for these meetings shall be set by the President and chosen to permit as many members as possible to attend. Each member of the Board will receive at least ten (10) business days’ notice of a regular meeting. Prior to all regular meetings, all members of the Board shall be provided with (A) an agenda for the meeting, and (B) copies of the financial statements of TIVA-DC for the preceding month. This shall not preclude other topics from being introduced and action being taken during the meetings, at the discretion of the President or Member in charge of the meeting. Any Board member wishing to add an item to the agenda for a Board meetings shall submit it in advance of the Board meeting to the President, and no item so submitted shall go unaddressed by the Board for more than three (3) months.
Special or Emergency Meetings. Special or emergency meetings of the Board may be called by two thirds of the Board and/or the President upon not less than three (3) business days’ notice. Special or emergency meetings may be called on shorter notice if the period of notice is waived by all voting members of the Board.
Vote By Email. A vote may be held via email in the case of decisions needing to be made prior to the next regularly scheduled Board meeting. Such need will be determined by the President. Approval by a two-thirds majority of the entire Board shall be sufficient to pass any and all motions made via email. The emails containing the Motion and all votes must be filed with the minutes of the Board of Directors. Votes regarding the discipline, suspension, or termination of a member; removal of an Officer, Board Member, or Advisory Council member; or amendments to the Bylaws may not be held via email.
Quorum. A simple majority of the of the entire Board currently holding office constitutes a quorum. Approval by simple majority vote of all members present and voting at a meeting at which a quorum exists shall be sufficient to pass any and all motions before the Board except where the Articles of Incorporation, these Bylaws, or applicable law requires otherwise.
Supermajority. A supermajority vote of the Board requires two thirds of the entire Board to vote in favor of the motion, not merely a fraction of those Board members present at the time of the vote.
Proxy. Members of the Board of Directors are not permitted to vote by proxy.
Access to the Board of Directors. Meetings of the Board shall be open to all members of TIVA-DC except in cases in which the Board declares itself in Executive Session. Individuals who attend Board meetings and who are not members of the Board may request the right to address the Board, which right shall not be unreasonably refused.
Executive Sessions. The Board may declare an Executive Session at its discretion for purposes of a particular discussion or vote or for purposes of an entire meeting. A two-thirds vote of all voting members present shall be required to declare an Executive Session.
Serves in such additional capacities as the Board may authorize.
Board Members at Large.
Length of Terms. Each candidate for the Board, including Officers, must declare whether he or she is running for a one or two-year term of office at the time he or she declares his or her candidacy. If a Board member’s previous term of office is expiring, he or she must either run for office again or step down. A term of office is defined as beginning when the election results are announced to the membership at large and ending when the next election’s results are announced to the membership at large. Outgoing Board members are expected to attend the first meeting of the incoming Board of Directors.
Number of Terms. Officers may serve for up to the equivalent of two consecutive two-year terms (a maximum of four years) in the same capacity. This term limit can be waived with a Supermajority vote.
Regular, timely attendance at Board meetings is required of all Board members. If at all possible, Board members who cannot attend in person should participate via any form of traditional or electronic communication approved by the President or his/her designee. Missing four Board meetings in a year may be grounds for removal from the Board.
Standards of Conduct. Every member of the Board shall comport himself or herself at all times, whether at a Board meeting, a TIVA-DC function or elsewhere, in a manner that reflects well on TIVA-DC, and shall endeavor at all times to uphold a positive image of the Association, its activities and its Board. No Officer or Board member shall receive any payment of honoraria for their service as Directors or Officers. Members of the Board shall have no direct or indirect financial interest in the assets or leases of TIVA-DC. Any Director who individually or as part of a business or professional firm is involved in the business transaction or current professional services of that organization shall disclose the existence and nature of his or her financial interest and all material facts to the Board; the interested member may make a presentation at a Board meeting or committee meeting, but after such presentation, shall not participate in any deliberation or vote taken with respect to such transactions or services. Violation of the standards of conduct herein shall be grounds for removal from the Board.
Removal. An Officer may be removed from their Officer position by a Supermajority vote whenever in the Board’s judgment the best interest of TIVA-DC will be served by his/her removal.
A Board Member at Large may be removed from the Board for failure to meet the requirements of his or her office. Removal may be accomplished by a Supermajority vote.
Prior to any vote on removal from office or from the Board of Directors, the Board Member may request an investigation of the complaint(s) against him or her by a subcommittee of the Board and/or may speak in his or her own defense at the Board meeting where such a motion is being considered. No investigation or vote by the Board of Directors shall in any way constitute a legal decision.
President. In the event that the President should be unable to complete a full term in office, whether because of removal from office or due to other unforeseen circumstances, the Vice President shall automatically assume and be granted all rights and responsibilities of the President’s position. In the event that the Vice President is unable to serve as President, the Treasurer shall automatically assume and be granted all rights and responsibilities of the President’s position, and in the event that the Treasurer is unable to serve as President, the Secretary shall automatically assume and be granted the President’s rights and responsibilities. In the event that no Officer is able to assume the President’s position, the Board shall appoint a replacement by Supermajority vote.
Other Officers. In the event that the Vice President, Treasurer or Secretary should be unable to complete a full term in office, the Board shall elect a replacement by Supermajority vote. The ideal candidate would be a current Board Member. If this is not possible, a TIVA member in good standing may be elected to both the Board and the Officer position with the same vote.
Board Members at Large. A vacancy in a Board Member at Large position may be filled by Supermajority vote.
An Officer or Board Member at Large elected to fill a vacancy in an unexpired term serves until the next general election.
Standing Committees. The standing committees of TIVA-DC shall be determined by the Board. The President shall appoint the Chair of each committee, and each Chair shall serve at the pleasure of the President. These Committees are outlined in TIVA’s policy documents.
Organization and Reporting. Each committee Chair shall identify, assemble and oversee the work of the members of his or her committee, and shall establish committee operating procedures. It shall be the responsibility of the Committee Chair to report regularly and accurately to the Board on all committee activities and expenditures. All committee activities and expenditures shall remain subject to Board approval at all times. During intervals between Board meetings, all Committee activities and expenditures shall be subject to the approval of the President, or, when the President is unavailable, to the approval of, in descending order of authority, the Vice President, the Treasurer or the Secretary.
Temporary Committees and Taskforces. The Board of Directors may vote to create other committees or taskforces on an as-needed basis. Said committees and taskforces shall be considered temporary and subject to renewal annually by majority vote of the Board.
Board Members serve without compensation, except that they may receive reimbursement for expenses in connection with their services on behalf of TIVA-DC as permitted by policies adopted by the Board of Directors.
Eligibility. Any Member of TIVA-DC in good standing 21 years of age or older may run for, be elected to and serve on the Board. Student members, however, may not run for, be elected to or serve on the Board unless approved by a Supermajority vote of the Board of Directors.
Declaration of Candidacy. Every candidate for membership on the Board is required to submit his or her name; contact information; description of professional experience in the media communications industry and/or in TIVA-DC or similar organizations; reasons for running for the Board; position sought on the Board; and term of office sought. All such information must be submitted in the manner and time frame established by the Board of Directors.
Composition. The Nominating Committee shall be composed of at least two (2) members of the Board of Directors and two (2) members of the Advisory Council chosen by the President and approved by the Board by majority vote.
Specific responsibilities to be laid out in policy documents.
Timing. TIVA-DC elections to the Board shall be held annually. Election deadlines and voting procedures shall be established and announced by the Board in or around September of each year, and declarations of candidacy shall be accepted in or around November. Elections shall be held in or around December and Board member terms of office shall begin in January, but by no later than February. Any changes to this timetable must be approved by Supermajority vote of the Board.
Selection of Candidates.
Eligibility to Vote. Subject to any provision to the contrary contained in these Bylaws, all members of the Association in good standing as of the end of the calendar month preceding the opening of elections shall be eligible to vote.
Voting Procedures. Voting procedures shall be established by the Board to assure that only members in good standing can vote and that election ballots are not duplicated or falsified. All reasonable efforts should be made to ensure that all members who wish to vote are able to.
The TIVA-DC Board shall appoint an Advisory Council which shall:
The Advisory Council shall consist of no more than twenty (20) persons. Membership may be drawn from, but is not limited to, the following groups:
Individuals accepting service on the Advisory Council shall be announced to TIVA-DC’s membership, and the names of all currently serving members of the Advisory Council shall be published on the TIVA-DC website and in all major TIVA-DC publications.
The term of service for members of the Advisory Council shall be two years from the date of their appointment by the Board, and may be renewed for additional two-year terms by Supermajority vote of the Board.
Membership on the Advisory Council shall be considered an honor that is not to be bestowed lightly and is not to be withdrawn except in extreme circumstances. In the event, however, that the Board concludes that the continued membership of an individual on the Advisory Council is grievously detrimental to the operation of the Advisory Council or is causing harm to the operations or reputation of TIVA-DC, the Board may remove said individual from the Advisory Council at any time by Supermajority vote of the Board.
Meetings of the Advisory Council shall be convened by TIVA-DC at least once per year on a schedule determined by the current Officers of TIVA-DC in consultation with Advisory Council members. At each meeting of the Advisory Council, the current Officers of TIVA-DC shall report to the Advisory Council on TIVA-DC’s status, recent achievements and plans, and solicit the Advisory Council’s advice. This meeting may be held in conjunction with a standard meeting of the Board of Directors.
The Executive Director, if any, shall manage and direct all activities of TIVA-DC, subject to the policies and direction of the Board of Directors. He/she may sign in the name of and on behalf of TIVA-DC any contracts or agreements authorized by the Board of Directors. The Executive Director shall be the chief salaried employee and the principal administrative officer of TIVA-DC.
The Executive Director shall serve as a non-voting, ex-officio member of the Board of Directors. All or a portion of any meeting of the Board may be held in executive session without the presence or participation of the Executive Director. Prior notice of executive session does not need to be provided to the Executive Director. The Executive Director shall serve at the pleasure of the Board of Directors.
TIVA-DC shall indemnify all Officers, Board Members, committee members, Advisory Council members, and employees of TIVA-DC to the fullest extent permitted by the laws of the District of Columbia. TIVA-DC shall be entitled to purchase insurance for such indemnification to the full extent as determined from time to time by the Board of Directors.
Financial Management. While it shall be the job of the President to provide TIVA-DC with fiscally prudent leadership, and while it shall be the job of the Treasurer to recommend financial policies and procedures, the Board shall remain ultimately responsible at all times for management and oversight of Association finances.
Financial Records and Reporting. TIVA-DC shall maintain books of account for all income and expenditures. Each month, the Treasurer shall submit a Financial Report to the Board. The Association shall also make any and all reports and filings required by federal, state and local law.
Investments. The Board shall be empowered to make prudent investments of the funds of the Association solely for the benefit of the Association as a whole, provided such investments are in accordance with governing state and federal laws. No member of the Board or employee of TIVA-DC shall be permitted to profit personally, whether directly or indirectly, from the investment of funds of the Association. Under no circumstances shall TIVA-DC funds ever be commingled with the funds of any other entity for any purpose whatsoever.
Payments. All payments for a given purpose by TIVA-DC totaling over $250.00 must be approved in advance by TIVA-DC’s President, Vice President (under delegated authority from the President) or Treasurer, whether in ink or via electronic communications. All payments for a given purpose by TIVA-DC totaling over $1,000.00 must be approved in advance by majority vote of the Board. If the Board authorizes an ongoing stream of payments, e.g., for newsletter printing, separate approval is not required for individual invoices. In the event that time does not permit prior Board approval of payments for a given purpose totaling over $1,000.00, the President, Vice President (under delegated authority from the President) or Treasurer may approve the expenditure of up to $3,000.00, but must report said expenditure to the Board in writing as soon as possible thereafter and must also report the expenditure at the next Board meeting for the benefit of anyone who may have missed the written report.
Dues. Membership dues for all classifications of membership shall be established by a Supermajority vote of the Board.
Fees. Additional fees to cover the cost of meetings, advertising in TIVA-DC publications and for special projects shall be established by the Board as necessary.
Benefits of Sponsorship. The Board of Directors shall establish levels of sponsorship, and shall further establish the standard costs of those levels, as well as guidelines for the benefits of each level of sponsorship. Sponsorship benefits may include but are not limited to recognition in TIVA-DC publications and at TIVA-DC events. Sponsorship funds shall be used solely for the benefit of TIVA-DC and the furtherance of TIVA-DC objectives as set forth in these Bylaws and interpreted by the Board of Directors.
Eligibility. A sponsorship of TIVA-DC may be held by any organization or individual working in, using, or having an interest in the film, video or multimedia production or communications field and wishing to support TIVA-DC and enjoy the benefits of the different levels of TIVA-DC sponsorship, subject to approval by the Board of Directors.
Sponsorship Agreements. Modifications to standard sponsorship terms require a vote by the Board of Directors. Sponsorship agreements require approval as noted below. The Secretary shall ensure that copies of every TIVA-DC sponsorship agreement currently in force are retained with all other TIVA-DC records.
Approval of Sponsorships. Standard sponsorship agreements must be approved by the appropriate Committee Chair and the President. Terms may be negotiated for specific agreements, but any non-standard sponsorship agreements will require approval by vote of the Board of Directors.
The Board shall have sole authority to establish prices for the sale of advertising in TIVA-DC’s printed and electronic publications, for subscription to or purchase of the publications themselves, for admission to TIVA-DC regular and special events, and for all other TIVA-DC services for which fees are charged. In the event that this needs to be voted on before the next regularly occurring Board meeting, this may be decided with an electronic vote, as outlined in Article IV; Section 5.
The fiscal year of TIVA-DC shall be January 1 through December 31.
Except where they may be in conflict with the Articles of Incorporation or Bylaws, the rules of order in Robert’s Rules of Order shall govern the conduct of all meetings of TIVA-DC.
Amendments to these Bylaws may be proposed by any member of the Board of Directors. These Bylaws may be amended at any meeting of the Board by a Supermajority vote of the Board; provided that notice of the proposed amendment, together with a copy thereof, is sent to each Director of the Board by mail or electronic mail at least fifteen (15) days prior to the meeting at which the amendment is to be considered.
The Secretary shall ensure that previous versions of the TIVA-DC Bylaws are kept with all other TIVA-DC records.