Bylaws

A. Assumes President’s duties at meetings if President is absent.

B. Works to identify and secure keynote speaker for NSMC, with board approval, and to oversee logistics of keynote presentation when applicable.

C. In the event of a vacancy of the office of the President, serves as interim President until the position is filled.

D. Manages creation and distribution of internal and promotional communication including, but not limited to, newsletters, press releases and other initiatives and emails to member and potential member database.

E. Assists Events Director in NSMC session curation.

F. Mentors Student Representative.

G. On-site duties at NSMC as assigned.

H. Other duties as assigned by the President.

3.5.3. Duties of the Secretary.

A. Records and distributes minutes of all board and membership meetings, within ten (10) days of all meetings, and once approved places a copy of the approved minutes in the organizational archive.

B. Oversees registration for NSMC, including creation of registration forms, maintaining registration database, coordinating printing and distribution of name badges, and coordinating on-site registration and check-in.

C. Maintains membership database, sends membership invoices and membership certificates. Coordinates outreach to prospective members. 

D. On-site duties at NSMC as assigned.

E. Other duties as assigned by the President.

3.5.4. Duties of the Treasurer.

A. Prepares periodic financial reports for the board.

B. Procures the services of an external certified public accounting firm to conduct an annual review of CBI’s financial records and submits the report to the board along with recommendations for specific actions to be taken to address any concerns. Coordinates with approved financial service providers to prepare tax documents.

C. Maintains all financial records for CBI in conjunction with approved financial service providers. 

D. Responsible for all payments to NSMC convention hotel/AV provider, as well as payments for other goods and services received or contracted by CBI.

E. Receives and processes mail from CBI P.O. Box.

F. Administers PayPal and/or other payment sources.

G. Approves and processes reimbursements and commissions.

H. Maintains, with board approval, necessary insurance and incorporation documents.

I. Processes payments for NSMC registrations, membership dues, and sponsorships.

J. On-site duties at NSMC as assigned.

K. Other duties as assigned by the President.

3.5.5 Development Director

A. Secures sponsors and exhibitors for NSMC and other CBI initiatives.

1. The Development Director shall be compensated at a rate of 10% for every sponsorship dollar, except as provided for in c., collected per year up to $10,000. He or she shall be compensated at a rate of 15% for every sponsorship dollar, except as provided for below, collected beginning at $10,001. To determine total compensation, a “year” will run from January 1 to December 31.
2. At the first Board meeting after each calendar quarter closes, the Treasurer will prepare a report to the Board concerning all collections made in the previous calendar quarter and request authorization to make payment. Upon board approval, the Treasurer will issue payment within 10 business days as approved.
3. Sponsorship dollars are defined as monies from conference exhibit hall vendors, newsletter ads, website ads, grants (as applicable), major gifts ($1,000+) from corporations, foundations or individuals, and special event sponsorships (i.e. CBI Production Awards dinner). Sponsorship dollars shall not include in-kind contributions, donations of materials, equipment or professional services, or any other kind of non-cash contribution. Upon formal request by the Events Director or Development Director, the CBI Board of Directors may be called upon to review whether a specific sponsorship not addressed herein shall be defined as sponsorship dollars.
4. The Treasurer report will to the board will include any and all sponsorships secured by members of the CBI Board, other than the Development Director, and each member will be provided a “finder’s fee” of $25 per sponsorship that is more than $500. The Development Director will receive 5% of the net proceeds.

B. In conjunction with board members, handles communication and logistical issues with NSMC sponsors and exhibitors, including securing space, coordinating shipments, payments, and on-site issues.

C. Coordinates sponsored materials for NSMC.

D. Coordinates giveaways at NSMC, including solicitation of prizes and development and execution of contests.

E. Assists the Events Director, President, and other board members in pursuing grants and other funding for general operations and special projects.

F. Cultivates relationship between CBI and potential funding sources.

G. Works with Treasurer on financial reconciliations.

H. Solicits sponsors for CBI newsletter, website, and other publications.

I. Responds to requests for business partnerships with CBI.

J. Maintains all sponsorship records for CBI in conjunction with treasurer.

K. Creates rate card, brochures, and other sales materials for CBI in conjunction with board members.

L. On–site duties at NSMC as assigned.

M. Other duties as assigned by the President.

3.5.6 Student Representative

A. Works with Digital Content Director to develop content for CBI website and other platforms.

B. Assists Events Director in NSMC session curation.

C. Leads at least one session and/or roundtable at NSMC.

D. On-site duties at NSMC as assigned.

E. Other duties as assigned by the President, Vice President, or Digital Content Director.

3.5.7 Digital Content Director

A. Maintains CBI website and social media accounts with relevant, timely material.

B. Develops fresh, relevant content on all CBI websites and social media accounts in conjunction with Student Representative.

C. Coordinates live online communication from the NSMC event.

D. On-site duties at NSMC as assigned.

E. Other duties as assigned by the President.

3.5.8 Events Director

A. Serves as a non-voting ex-officio member of the Board.

B. Attend and serve as principal coordinator of NSMC and summer College Media Mega Workshop, including venue, dates, content, and logistics, subject to board approval.

C. Visits prospective NSMC sites with President.

D. Serves as board’s primary point of contact with NSMC hotel/AV provider, session presenters, and other involved parties.

E. Oversees all committees and volunteers involved in NSMC planning.

F. Coordinating event programming with allied media organizations and with product vendors.

G. Manage CBI digital platforms related to programming planning.

H. Other duties as necessary to fulfill the responsibilities and requirements of the position.

3.5.9 Immediate Past President

A. Serves as a non-voting ex-officio member of the Board for up to one year.

B. Provides institutional memory to organization.

C. Assists current president in transition period

D. Assists Events Director in NSMC session curation.

E. On-site duties at NSMC as assigned.

F. Other duties as assigned by the President.

3.6. Meetings of the Directors. Meetings of the Directors may be held in person, via telephone conference call, or other telecommunications medium. The Directors shall meet one or more times each month of the year. The times and places for holding meetings of the Directors may be fixed from time to time by resolution of the Directors. A special meeting of the Directors may be called at any time upon the request of a majority of the members of the Directors. The most recent edition of Robert’s Rules of Order shall govern meeting procedures.

3.6.1. Quorum of the Directors. A simple majority of the members of the Directors shall constitute a quorum for the transaction of the business of the Association unless otherwise specified in these Bylaws.

3.7. Powers of the Directors. The Directors shall manage the business of the Association. The Directors may adopt such rules and regulations, not inconsistent with the Articles of Incorporation, the Bylaws, or applicable laws, as they deem proper for the conduct of the business of the Association.

3.7.1. Execution of Contracts. The Directors may authorize any Board Member, in the name and on behalf of the Association, to enter into any contract or execute any instrument, and any such authority may be general or confined to specific instances, or otherwise limited.

3.7.2. Deposits. The funds of the Association not otherwise employed shall be deposited from time to time to the order of the Association in such banks or other depositories as the Directors may select.

3.7.3. Payments. All checks, drafts, and other orders for the payment of money out of the funds of the Association and all notes or other evidences of indebtedness of the Association shall be signed on behalf of the Association in such manner as shall from time to time be determined by resolution of the Directors. The Directors may assign a spending cap whereby expenditures, by a designated agent of the Association, exceeding such a cap shall require the approval of the Directors.

3.7.4. Fiscal Year. The fiscal year of the Association shall be January 1 to December 31.

3.7.5. Budget. An annual financial budget may be approved by a majority of the Directors prior to the beginning of each fiscal year. Said budget would be subject to amendment from time to time by a majority of the Directors.

3.7.6. Insurance. The Directors shall, at their discretion, have the power to purchase and maintain liability insurance to protect the interests of the Association.

3.7.7. Central Office Staffing. The Directors may employ a central office staff to manage the day-to-day business of the Association. Said staff may be delegated such duties and authority as specified from time to time by resolution of the Directors. Any central office staff shall serve subject to the control of the Directors or of any duly authorized committee of the Directors. In the alternative, the Directors may, as they deem necessary, contract such services from any other organization or business. In the case of central office services provided under contract with the Directors, such services will be subject to the specific terms of the applicable management contract.

3.8. Compensation for the Directors. Directors shall serve without salary, honorarium, or other payment for their services, unless otherwise stipulated in these bylaws. Each Director shall, however, be entitled to receive from the Association reimbursement for the reasonable expenses incurred in the performance of his or her duties. Such reimbursement shall be limited to actual, documented expenses and must be in accordance with an annual financial budget approved by a majority of the Directors.

Article 4: ELECTION OF DIRECTORS
4.1. Election Date. The date of the election of the Directors shall be set and an invitation to submit nominees shall be announced by the Directors by November 1 or the first business day thereafter. The nomination period shall be open for not less than thirty (30) days. Such announcement shall be deemed to be given when posted to the website and email directed to each Media Member in good standing as it appears on the record of the Members.

4.2. Election Commissioner. The President shall appoint from the membership of the Association an Election Commissioner who shall supervise the election, oversee the counting of ballots, tabulate the results, and report to the Directors in writing the number of votes for each candidate and the names of those elected to serve as Directors. The Election Commissioner shall be designated the sole recipient for all election-related communication, candidate materials, and ballots. No nominee or incumbent Director may serve as Election Commissioner.

4.3. Nominations. Candidates for the election may be self-nominated for each respective class of Directorship by submitting their names to the Election Commissioner on or before a nomination closing date to be predetermined by the Directors. Write-ins, nominations received after the deadline or others not meeting the criteria set forth in advance by the Elections Commissioner will not be considered. Any Member may nominate another Member for office, provided said nomination is accompanied by a statement from the candidate indicating a willingness to stand for election. A proxy certified by the authorized representative of the Media Member must accompany the nomination. Each Media Member in good standing may submit only one (1) such proxy.

4.3.1. Supplemental Nominations. In the event, but only in the event, sufficient nominations for Directors and Student Directors are not received by the application deadline, the Directors shall reopen nominations. Nominations received after the original application period will be considered, as well as subsequent nominations received by the Election Commissioner on or before a nomination closing date to be predetermined by the Directors. Nominations not received by the deadline, including late nominations, write-ins, or others not meeting the criteria set forth in advance by the Elections Commissioner will not be considered.

4.4. Candidate Statement. A statement from each nominee shall be posted with the ballot and on the organization’s website. The Directors shall set the date by which statements must be received by the Election Commissioner in order to be included with the ballot. If no statement has been received from a nominee, that fact shall be so indicated on the ballot, but the nominee’s name shall remain on the ballot.

4.5. Ballot. The Election Commissioner shall prepare a ballot listing the names of the nominees for each class of Directorship, with the order of the listing of the candidates determined by lot, accompanied by the candidate statements. The form of the statements shall be established by the Election Commissioner, who shall decide any questions of compliance with any standards that he or she might establish with respect to such form. The Election Commissioner or a designate shall ensure the ballots are made available at least two (2) weeks prior to the date set by the Directors for the counting of the ballots, to each Media Member of the Association eligible to vote.

4.5.1 Unopposed Candidates. If all candidates listed on the ballot are running unopposed, no election shall be required and the candidate(s) shall be elected by acclamation, with the results of the election announced by March 1 of each year. The announcement shall be made on the organization website and via general email list and be confirmed as final five days after publication. If one or more, but not all, candidates are running unopposed, ballots including the names of all candidates shall be sent to the membership as usual; unopposed nominees shall be listed as such.

4.6. Voting. Each Media Member shall be entitled to vote for one (1) candidate for each Director vacancy, within the applicable Director classifications; a voter may not cumulate votes for any candidate.

4.7. Tabulation. Ballots shall be secret via a password-protected electronic ballot deemed acceptable by the Directors after consultation with the Election Commissioner. The Election Commissioner will review the ballots for any irregularities and tabulate and report to the Directors in writing the number of votes for each candidate.

4.8. Election Results. The candidates receiving the highest number of votes for each classification of Directorship shall be declared elected. In the event of a tie vote, the Election Commissioner shall hold a run-off election in accordance with procedures to be determined by said Commissioner. The results of the election shall be announced on or by March 31, unless all candidates on the ballot are running unopposed. The announcement shall be made on the organization website and via general email list and be confirmed as final five days after publication. In that instance, the results will be announced on or after March 1 of each year.

Article 5: DUES AND FEES
5.1. Dues Amount. The Directors shall have the power to determine the amount of dues for each classification of membership, provided that if such dues are in different amounts for different classifications of Members, the amounts payable by all Members of one class shall be determined on the same basis.

5.2. When Payable. Dues shall be payable by January 1 of each year. Any Member whose dues are unpaid, as of February 15 of the current calendar year, shall be dropped from the membership roster, shall lose all privileges of membership, and shall be sent a notice. Once dues are paid for the calendar year, the Member shall be reinstated with full membership privileges.

5.3. Fees. The Directors shall have the power to establish other such fees as they deem appropriate for specific activities of the Association.

5.4. Associate Membership. The Directors shall establish and annually review the levels of associate membership to determine if the cost of various levels of associate membership are appropriate, the effectiveness of the associate membership program and if the associate membership program is having an improper influence on the operations of CBI or might constitute a conflict of interests.

Article 6: ADVISORY BOARD
6.1. General. The Directors may designate from among the Members of the Association members of an Advisory Board as committee chair or committee members to perform special functions of the Association. Any committee chairs or members designated by the Directors shall serve at the pleasure of the Directors. Any committee may adopt such rules and regulations, not inconsistent with the Articles of Incorporation, the Bylaws, applicable laws, or the resolution designating such committee, as it may deem appropriate for the proper conduct of its business.

6.2 Classes of Advisory Board. The President in consultation with the CBI Board may appoint committee chairs and/or members to Advisory Board positions and/or committees including, but not limited to: publications/newsletter, cybercast, awards, website, membership services, elections, and vendor services.

6.3 Terms of Advisory Board Chairs/Members. All chairs/members of Advisory Board committees shall be reviewed and reappointed annually by the President in consultation with the CBI Board each December.

Article 7: ANNUAL CONVENTION
7.1. Time and Place. The annual convention shall be held at such time and place designated by the Directors in the fall of each year.

7.2. Program. The Directors shall guide the development of appropriate programming, coordinate session topics, moderators, and speakers, and evaluate the effectiveness of the annual convention.

7.3. Meeting of the Members. The membership of the Association shall have a formal means of access to the Directors in a meeting convened during the annual convention. At this meeting, the Directors shall communicate the state of the Association, report the finances of the Association, and transact other business as may be determined by the Directors. The most recent edition of Robert’s Rules of Order shall govern meeting procedures.

7.4 Financial and Content Interests.   Any agreement to share control of finances and/or content of the annual convention must be reviewed by competent legal counsel retained by the association and approved by the Directors with no less than 60% of the voting Board members in support of agreement.

Article 8: MEMBER SERVICES
8.1. Newsletter. The Association shall cause to be produced periodic print or electronic newsletters, to be distributed to each Member, to include information about the Association and to provide information relevant to the purposes it serves.

8.2. Mentoring. The Association shall develop and maintain the means for Members to share information and to seek advice from each other.

8.3. Professional Consultants. The Association shall seek out alliances with legal, technical, and programming professionals to provide services to Members of the Association.

8.4. Lobbying. The Association shall represent the interests of student-operated electronic media in rulemakings and other proceedings before the Federal Communications Commission and other governmental bodies.

8.5. Awards. The Association shall sponsor an annual awards competition for student-operated electronic media. A committee of the Members appointed and empowered by the Directors shall establish the rules, categories for entries, judging procedures, and other rules and regulations. Recipients of said awards shall be announced at the annual convention.

8.6. Other. The Association shall provide other services from time to time as deemed appropriate by the Directors.

Article 9: BOOKS AND RECORDS
9.1. General. The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Directors and standing committees, if any.

Article 10: ADOPTION, AMENDMENTS, AND DISSOLUTION
10.1. Adoption. These Bylaws shall become effective upon the adoption by the Directors. A copy of the Bylaws shall be provided to all Directors and Members of the Association.

10.2. Amendments. These Bylaws may be altered or amended, or new Bylaws may be adopted, by an affirmative vote of a simple majority of the entire voting Directorship. Any Member or Director may propose changes to the Bylaws. Such proposed amendment and an explanation of the purpose of the amendment must be submitted, in writing, to the Secretary at least thirty (30) days prior to a meeting of the Directors. The Secretary shall submit, in writing, all such proposals to the Directors at least twenty (20) days prior to such meeting.

10.3. Dissolution. The Association may only be dissolved by unanimous resolution of the Directors. Such declaration shall not be less than sixty (60) days before the actual dissolution of the Association. Upon declaration of dissolution of the Association, notice shall be sent to all Members stating the reason or reasons for such dissolution. Said notice shall be given not less than sixty (60) days before the actual dissolution of the Association and shall include a complete financial report listing all of the Association’s assets and liabilities. Any assets that shall remain after all accounts have been settled shall be donated by the Directors to any non-profit corporation, as defined within section 501(c)3 of the Internal Revenue Code, to be used for academic purposes in the field of electronic media.