Catholic Academy for Communication Arts Professionals
CONSTITUTION AND BY-LAWS
PREAMBLE TO BY-LAWS
The Catholic Broadcasters Association and allied Catholic communicators in America established a professional and autonomous association named Unda-USA in 1972. This association was incorporated as Unda-USA, Inc., on November 14, 1979, under the District of Columbia Nonprofit Corporation Act, with amendments to the Articles of Incorporation and the By-Laws adopted from time to time and filed in the District of Columbia. Unda, the international umbrella organization for radio and television merged with OCIC, the international film organization at their joint world Congress in November of 2001. The new organization adopted the name SIGNIS. Therefore Unda-USA voted to become an affiliate of SIGNIS at its General Assembly in Los Angeles in October of 2002. The new name adopted at that time for the USA affiliate of SIGNIS is Catholic Academy for Communication Arts Professionals referred to in the remainder of this document as the Academy.
The Academy, an affiliate of SIGNIS International, is a Catholic association for those who use communications technology (computer, electronic, print, radio, television, video, film, etc.) to communicate to the various audiences within and outside of the Catholic Church. Membership is open to all those involved in the fields of public relations, advertising, news analysis, reporting, computer communications, radio, television and film.
PREAMBLE: Mission Statement
The Catholic Academy for Communication Arts Professionals, the USA affiliate of SIGNIS international, brings together media arts professionals to nurture the Christian and professional development of its members; to advance the communications mission of the Church; and to support and recognize excellence in media, especially through the Gabriel Awards.
The following set of By-Laws constitutes the governing principles of the Academy.
The administrative office of the Academy is located at 1645 Brook Lynn Dr., Ste 2, Dayton, OH 45432-1944. The corporation may relocate or have such other offices either within or without the State of Ohio, as the Board of Directors may determine from time to time. The senior employee of the administrative office of the Academy is hired by and directly responsible to the elected President of the Academy.
The Academy consists of all members in good standing when they gather in General Assembly. The General Assembly has ultimate authority over the affairs of the Academy. A General Assembly is normally conducted annually.
A. The day-to-day affairs of the Academy shall be managed by a Board of Directors. The Board is accountable to the membership of the General Assembly.
B. The Board of Directors will consist of at least sixteen (seventeen for the years 2002-2005, see III, B 5) and no more than eighteen members. Board membership will include:
1. The President (elected by General Assembly)
2. The First Vice-President (elected by General Assembly)
3. Three (3) At Large Representatives, to be elected each three years during a General Assembly (two by the Assembly, one by the Board of Directors).
4. The Immediate Past President of the Academy remains on the Board with vote and as By-Laws chair.
5. One ex-officio representative of the U.S. Catholic Conference of Bishops to be appointed by the Chairman of the Communications Committee with voice not vote.
6. One ex-officio Catholic Press Association member appointed by the CPA President with voice not vote.
7. One ex-officio Diocesan Information Systems Conference (DISC) member appointed by the DISC President with voice not vote.
8. The chair of the Gabriel Awards shall be an ex-officio member of the Board with voice, no vote.
C. The term of the Board of Directors, voting and non-noting, shall be three years.
D. The Treasurer of the Board will be elected by and from within the Board of Directors.
E. The Board of Directors shall be elected in the manner defined under Article V.
F. In the event of the death or resignation of any board member, the President, in consultation with the Executive Committee, may appoint a member to fulfill the unexpired term of office.
G. Executive Committee. Between the meetings of the Board of Directors, authority for the ordinary direction of business shall be invested in the Executive Committee, which shall consist of five (5) officers: President, First Vice-President, Second Vice-President, Secretary and Treasurer, the latter three to be elected from within the members of the Board.
The nonprofit corporation itself has no members: however, its general operating subsidiary unit is the General Assembly, and membership in the General Assembly shall be open to individuals and groups who agree with the goals of the corporation as set forth in the Preamble, and meet the following requirements:
A. Membership Classes:
1. VOTING: In order to exercise the vote, individuals in the following categories must be members in good standing at the time the vote is cast.
a. INDIVIDUAL MEMBERSHIP may be held by individuals who support the objectives of the Academy and who pay the designated membership dues.
b. ORGANIZATIONAL MEMBERSHIP (Regular or Sponsoring) may be held by individuals, dioceses, syndicated program producing groups, individual radio and television stations, and allied agencies in the field of communications, and other organizations which support the objectives of the Academy, and pay the Organizational or Sponsoring Membership dues. Up to three (3) individual members of such organizations may attain membership in the Academy with full voting privileges, through their organization’s Organizational or Sponsoring Membership. Additional members of such organizations can be added with payment of additional fees, but such members will not have the privilege of vote.
c. HONORARY LIFETIME MEMBERSHIP is held by all past-Presidents of the Academy and by such other persons who, in the judgment of the majority of the Board of Directors, contributed substantially to the objectives of the Academy as set forth in the Preamble to this document. This membership entitles the holder to participate in the General Assembly with voting privileges without payment of usual dues and registration fees.
a. ASSOCIATE PROFESSIONAL MEMBERSHIP may be held by any person interested in the aims and goals of the Academy, especially communications professionals working in the secular sphere and others not hitherto associated with the Academy.
b. STUDENT MEMBERSHIP may be held by students in communications or related fields in an accredited university or college.
c. The Board of Directors may establish other non-voting categories at its discretion.
B. Dues and Benefits: Membership dues and benefits shall be determined by a majority vote of the Board of Directors.
C. Absentee ballots will be supplied upon request to members in good standing who are unable to attend the General Assembly. Such ballots must be mailed to the National Office and received by the specified time and will be counted with ballots cast at the Assembly.
D. The Board of Directors shall rule on any question regarding eligibility for membership or voting.
The officers of the corporation shall be the President, First Vice-President, Second Vice-President, Secretary, Treasurer and such Assistant Secretaries and Treasurers as the Board of Directors may from time to time appoint. All officers except the President and First Vice-President shall be elected by a majority vote of the Board of Directors.
At the call of the Board of Directors, any member in good standing (voting or non-voting) may nominate members in good standing for one elective office in accordance with procedures established herein or specified by the majority vote of the Board of Directors.
1. The term of office of the President is three years. The president is selected by plurality vote of those members voting at the General Assembly or by absentee ballot. Such selection shall be reported to the Board of Directors as a binding recommendation. The Board of Directors shall formally ratify and elect that successful candidate as required by the Articles of Incorporation. The President may be reelected for one (1) additional three-year term.
2. The First Vice-President is elected by the General Assembly at the same time as the election of the President. The Second Vice-President, Secretary and Treasurer are elected by the Board from among the Board of Directors. There are no limits on re-election of these officers to subsequent three-year terms (two-year term for Treasurer) as long as they continue to serve on the Board.
3. Elections to the Board shall normally take place in conjunction with the General Assembly of the Academy with new terms beginning at the conclusion of the Assembly.
4. At Large Representatives are elected for three-year terms, three to be elected each year (two by the assembly, one by the Board of Directors). At Large Representatives may not serve more than two (2) consecutive three-year terms in that position.
B. DUTIES OF OFFICERS AND ELECTED REPRESENTATIVES:
1. The President shall preside over the business meetings of the Academy, its Board of Directors and Executive Committee in providing vision and guidance to all activities of the Academy. The President shall be the primary spokesperson and representative of the organization. The President shall appoint all committee chairpersons and, on behalf of the Board, shall provide guidance for their activities. The President shall represent the Academy on the SIGNIS International Board of Management and on the SIGNIS-North American Committee, and shall act as liaison with the US Conference of Catholic Bishops and other professional communication organizations. The President shall oversee the operation of the Administrative Office and supervise its senior employee. The Board of Directors shall determine the President’s individual authority in other matters from time to time. The President shall be a member of the By-Laws Committee and in that capacity on behalf of the Executive Committee shall coordinate and support its activities.
2. The First Vice-President will take the place of the President whenever the latter cannot perform the duties of the President, assuming the full authority of the President during such period. The First Vice-President will support the activities of all committees (except By-Laws), monitoring issues and trends and reporting on them to the Executive Committee and the Board. The First Vice-President will assume and fulfill any other duties as directed by the President or Board of Directors.
3. The Second Vice-President will monitor the membership activity of the Academy, coordinating and supporting these activities on behalf of the Executive Committee. The Second Vice-President will assume and fulfill any other duties as directed by the President or Board of Directors.
4. The Secretary will keep the Minutes of the proceedings of all official meetings of the Academy and its Board of Directors. In the absence of the Secretary, the President will appoint another member of the Board to serve in place of the Secretary. The Secretary will monitor the public relations and nominations activity of the Academy, coordinating and supporting these activities on behalf of the Executive Committee. The Secretary will assume and fulfill any other duties as directed by the President or Board of Directors.
5. The Treasurer will be accountable for the collection, recording and depositing of all monies received by the Academy. This requires close contact with the Administrative Office in order to become familiar with the day-to-day financial transactions, to include reconciliation of monthly bank statements. The Treasurer will prepare the annual budget and make a financial report at each meeting of the Board of Directors and to the members at each General Assembly. These reports will include budget reviews and forecasts. The Treasurer chairs the Development and Finance Committee and will assume and fulfill any other duties as directed by the President or Board of Directors.
6. The immediate Past-President will chair the By-Laws Committee and advise the Board whether any adjustments to the By-Laws will be recommended at the next General Assembly.
7. At Large Representatives are elected to represent the broad interests of Academy members; especially those not fully represented by the Special Interest Representatives and other Board members.
8. All Board members will assume and fulfill duties as directed by the President in consultation with Executive Committee.
A. The Board of Directors may authorize by resolution any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or may be confined to specific instances.
B. All checks, drafts, or orders for payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors.
C. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
D. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for any purpose of the corporation.
ARTICLE VII: MEETINGS
A. A General Assembly of the membership shall be held at least every year, at a place and time to be designated by the Executive Committee.
B. In addition to its annual meeting during the General Assembly, the Board of Directors shall meet at least one other time. Other meetings of the Board may be called by the President or a simple majority of the Executive Officers.
C. The Executive Committee shall meet as often as the President or a majority of its members deems necessary.
A. The Standing Committees of the Academy are determined from time-to-time by a majority vote of the Board of Directors. Normally they shall be:
2. General Assembly
3. Gabriel Awards
5. Development and Finance
8. Multi-Cultural (includes Bishop Agnellus Andrew Scholarship Fund)
9. Public Relations
B. Other Ad-Hoc Committees may be established by the President and/or Board of Directors to make recommendations within their competence to the Executive Committee and/or Board of Directors on matters that are necessary to carry out the administration and objectives of the Academy.
The annual budget shall be prepared by the Treasurer, reviewed by the Executive Committee, and presented to the Board of Directors for approval. A financial report will be given to the membership at the General Assembly. Annual dues and fees will be determined by a majority vote of the Board of Directors.
The Academy shall maintain full and active membership in SIGNIS International. The Academy may have memberships or representation in other national and international organizations. The Board of Directors shall determine these memberships and/or representations.
A. Roberts' Rules of Order Revised, as modified by whatever special rules of procedure may be adapted by the membership at any General Assembly, shall prevail.
B. A Credentials Chairperson shall be appointed by the Executive Committee to certify those who are eligible to vote at the Annual General Assembly.
C. To constitute a quorum for the transaction of business at any annual or special assembly, there must be present at least 50 voting members or one-fourth (1/4) of the total number of voting members, whichever is less. For a meeting of the Board of Directors, a majority of the voting board members present will constitute a quorum. If a quorum is not present, the questions(s) may be resolved by follow-on mail ballot of those not present.
The Board of Directors shall fix the fiscal year of the corporation.
The Academy shall indemnify to the fullest extent now or hereafter permitted by, but subject to the conditions and limitations of the provision of the District of Columbia Not-for-Profit Corporation Law, relating to the indemnification of directors and officers, or such other applicable provisions of laws as may from time to time be in force, any person made, or threatened to be made, a party in any civil or criminal proceeding against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred for the defense of any such action or proceeding, or any appeal therein, by reason of the fact that he, she, his or her testator or testatrix or intestate is or was a Director, Officer, Executive Director, senior employee or served any other corporation, partnership, joint venture, trust, foundation, employee benefit plan or other enterprise in any capacity at the request of the members of the Board of Directors of the Academy. The indemnification provided for herein shall not be deemed exclusive of any other indemnification rights to which any person may be entitled, whether contained in the Certificate of Incorporation, a resolution of members or directors, or an agreement providing for such indemnification, as such rights may be authorized by (provision citation) of the District of Columbia Not-for-Profit Corporation Law, as amended from time to time.
A. Upon adoption of these By-Laws, Articles of Incorporation will be established for the Academy as soon as possible after adoption. Thereafter, proposed amendments to the new Articles of Incorporation may be adopted at any General Assembly of the Academy. The proposed amendment must be submitted to the Executive Committee at least sixty (60) days prior to the General Meeting. The membership must be advised of the meeting. Two-thirds (2/3) majority of the members present is required to pass an amendment.
B. The members may amend these By-Laws at any General Meeting provided that the proposed amendment thereto is presented in advance of the meeting, if possible, but as a minimum in writing at a business meeting of the General Assembly before a vote is taken. A simple majority of those present is required to pass the amendment.
Adopted by the membership on June 23, 2011, at the Business Meeting held during the Catholic Media Convention in Pittsburgh, Pennsylvania.