Religious Communication Association
AMENDED AND RESTATED BYLAWS OF THE
RELIGIOUS COMMUNICATION ASSOCIATION, INC.
Effective as of July 1, 2014
ARTICLE I. General
Section 1. Introduction.
The organization was initially founded as of December 27, 1974. The organization was incorporated as a Pennsylvania nonprofit corporation on April 28, 2014.
Section 2. Name
The name of the Corporation shall be as set forth in the Articles of Incorporation, as from time to time amended.
Section 3. Office
The principal office of the Corporation shall be at such place or places as the Executive Council may determine from time to time. The address of the initial principal office of the Corporation shall be c/o Department of Communication & Rhetorical Studies, Duquesne University, 600 Forbes Avenue, Pittsburgh, PA 15282.
Section 4. Seal
The Corporation shall have a seal which shall be circular in form and which shall contain an outer circle in the upper part of which shall appear the words “The Religious Communication Association, Inc.” and in the lower part of which shall appear the word “Pennsylvania,” within which outer circle there shall be an inner circle in which there shall appear the words “Nonprofit Corporation” and below those words the date “2014.”
Section 5. Fiscal Year
The fiscal year of the Corporation shall, unless otherwise determined by resolution of the Executive Council, end on October 31 of each year. The Executive Council may by resolution from time to time change the fiscal year of the Corporation.
Section 6. Nondiscrimination
The Corporation shall not discriminate on the basis of sex, race, color, national origin, sexual orientation, religion, ideology, political affiliation, age, disability, or marital status.
ARTICLE II. Members
Section 1. Members
The Corporation shall be a membership organization.
Section 2. Membership
There shall be classes of voting membership as set forth in the attached Exhibit A. The qualifications and requirements to be a voting member of the Corporation (“Members”) and to remain a “Member in Good Standing” are set forth in the attached Exhibit A, as from time to time amended. The Executive Council has the authority to propose changes to dues and/or fees on the voting Members, subject to approval by the voting Members. The current dues schedule is set forth on Exhibit A. Notwithstanding, the Executive Council shall have sole authority to set dues and/or fees on nonvoting members and institution members (who shall be nonvoting members).
Persons may become voting Members of the Corporation upon making an application for membership and demonstrating that they are willing to follow the precepts and mission of the Corporation as it appears in the Articles of Incorporation, Constitution, these Bylaws and any amendments thereto, as well as to pay annual dues and/or assessments (if any) in an amount as determined in the preceding paragraph.
Members who violate the Constitution, Articles of Incorporation or these Bylaws shall be subject to censure, suspension or expulsion from membership. Expulsion due to failure to pay dues and/or assessments may only be accomplished after reasonable notice to the Member.
A Member shall not be expelled for any reason other than failure to pay dues or assessments unless receiving notice of a meeting on the expulsion per the provisions of Article II, Section 6 of these Bylaws, having an opportunity for a hearing and there being a vote on expulsion after said hearing.
A Member may not transfer his/her membership or other rights arising from membership. The adoption of an amendment to the Articles of Incorporation or Bylaws of the Corporation that changes the identity of some or all of the Members or the criteria for membership does not constitute a transfer for the purposes of these Bylaws.
The Corporation may establish other, non-voting classes of members who shall serve in an advisory capacity. Furthermore, institution members shall be a separate category of nonvoting members who shall be entitled to receive a subscription to the Journal of Communication and Religion, and any other benefits as determined by the Executive Council.
Section 3. Annual Meeting
The annual meeting of the Members shall be held each year on such date and at such time as the Executive Council shall, from time to time, determine by resolution. At each such annual meeting, the Members shall elect persons to fill any vacancies or expired terms on the Executive Council, and shall transact such other business as shall properly be presented at the meeting. If the annual meeting is not held within six (6) months of the date and time as designated by the Executive Council, any member may call the meeting at any time thereafter.
Section 4. Place of Meetings
Meetings of the Members shall be held at the principal office of the Corporation or at such other place, within or without the Commonwealth of Pennsylvania, as shall be designated by resolution of the Executive Council.
A meeting of the Members may be held by means of the Internet or other electronic communications technology as long as Members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote, pose questions, make appropriate motions and comment on the business of the meeting. A meeting held in this manner need not be designated as being held in any particular geographic location.
The presence or participation, including voting and taking other action, at a meeting of the Members, or the expression of consent or dissent to corporate action by a Member by conference telephone or other electronic means, including, without limitation, the Internet, shall constitute the presence of, or vote or action by, or consent or dissent of the Member.
Section 5. Special Meetings
Special meetings of the Members may be called at any time by the Executive Council, the President of the Corporation or Members entitled to cast at least 10% of the votes that all Members are entitled to cast at the particular meeting. At any time upon the written request of any person who has called a special meeting in accordance with the foregoing, it shall be the duty of the Executive Director to fix the time of the meeting which shall be held not more than sixty (60) days after the receipt of such request. If the Executive Director refuses or neglects to fix the time of the meeting, the person or persons calling the meeting may do so.
Section 6. Notice of Meetings
Notice in record form of every meeting of the Members shall be given by, or at the direction of, the Executive Director or other person as may be designated from time to time by the Executive Council, to each Member of record entitled to vote at the meeting at least five (5) days prior to the day named for a regular or special meeting and not less than ten (10) days in advance of a meeting to consider a fundamental change or expulsion of a Member for reasons other than failure to pay dues or assessments, or such other prior notice as may be required to be given under the Pennsylvania Nonprofit Corporation Law of 1988, as amended (the “NPCL”) or as provided in any successor statute. Such notice shall be given either personally or by sending a copy thereof by first class or express mail, postage prepaid or by courier service, charges prepaid or by facsimile, e-mail or other electronic transmission to the Member’s address, e-mail, facsimile or other electronic transmission address or number supplied to the Corporation for notice purposes.
If the notice is sent by mail or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with the courier service, or, in the case of a facsimile, e-mail or other electronic transmission, when dispatched. Such notice must specify the day, hour and geographic location, if any, of the meeting and any other information required by the NPCL or by these Bylaws.
Notice of a meeting to consider a fundamental transaction shall include a copy of the proposed amendment or a summary of the changes to be affected thereby.
In the case of a special meeting of the Members, the notice shall specify the general nature of the business to be transacted.
If the Executive Director or other person as may be designated from time to time by Executive Council refuses to give notice of a meeting, the person or persons calling the meeting may do so.
Section 7. Waiver of Notice
Whenever any notice is required to be given to Members, a waiver of notice, signed by the person entitled to such notice, whether before or after the time stated therein, that is filed with the Executive Director of the Corporation in record form, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting.
Attendance of a person entitled to such notice at any meeting shall constitute waiver of notice of the meeting except where a person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
Section 8. Adjournment
If at any meeting of the Members a quorum is not present, Members entitled to cast a majority of the votes represented at such meeting may adjourn the meeting to another time. If the meeting so adjourned for lack of a quorum was the Annual Convention to elect officers, the rescheduled meeting must be scheduled for no longer than fifteen (15) days from the adjourned meeting until all officers are elected.
When a meeting of Members is adjourned it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which the adjournment is taken, unless the Executive Council or other body fixes a new record date for the adjourned meeting or the NPCL requires notice of the business to be transacted and such notice has not previously been given.
Section 9. Quorum
A meeting of Members duly called shall not be organized for the transaction of business unless a quorum is present. A quorum shall consist of those Members in good standing and in attendance at a business meeting of the Corporation, except that if less than twenty-five (25) Members are present, resolutions adopted in the meeting shall be referred to the membership for ratification by a majority vote. The Members present at a duly organized meeting can continue to do business until adjournment notwithstanding the withdrawal of enough Members to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended and a ratification vote was unsuccessful, those present may, except as otherwise provided herein (See Article II, Section 8 of these Bylaws), adjourn the meeting to such time and place as they may determine.
Those Members entitled to vote who attend a meeting called for the election of officers that has been previously adjourned for lack of a quorum, although less than a quorum as fixed in this Section 9, shall nevertheless constitute a quorum for the purpose of electing officers.
Those Members entitled to vote who attend a meeting of Members that has been previously adjourned for one or more periods aggregating at least 15 days because of an absence of a quorum, although less than a quorum as fixed in this Section 9, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the notice of the meeting if the notice states that those Members who attend the adjourned meeting shall nevertheless constitute a quorum for the purpose of acting upon the matter.
Section 10. Voting Power and Expenses
Every Member of record shall be entitled to one vote. A majority of the votes cast at a duly organized meeting of Members shall be required for the taking of any corporate action to be taken by a vote of the Members.
Section 11. Proxies
A member’s vote may be cast in person or by proxy. Such proxy may be granted by any Member in favor or any other Member. Only one proxy will be granted for any one Member.
Every proxy and/or authorization for proxy shall be executed or authenticated by the Member or by the Member’s attorney-in-fact and filed with, in writing, or transmitted via U.S. Mail, e-mail, Internet communication or as a facsimile or similar reproduction of a writing executed by a Member or attorney-in-fact, with the Executive Director of the Corporation or his/her designated agent. If not in writing and using one of these methods, the communication regarding proxy will be treated as properly authenticated and executed if it contains a unique and confidential identifier furnished by the Corporation to the Member for purposes of a particular meeting or transaction. No proxy shall be valid after eleven months from its execution, transmission or authentication unless a longer time is expressed therein.
Unless specified otherwise in the proxy itself, a proxy is revocable at will, but will only be considered revoked upon receipt by the Executive Director of the Corporation via writing or electronic transmission.
Section 12. Conduct of Meetings
The President or other person presiding over a meeting of Members may appoint a person to serve as parliamentarian at any meeting of the Members. The then current edition of Robert’s Rules of Order shall govern the conduct of all meetings of the Members when not in conflict with these Bylaws, the Articles, the Constitution, or the NPCL.
Section 13. Action without Meeting
Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting upon the signed consent of Members who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all Members entitled to vote thereon were present and voting. The consents must be filed in record form with the minutes of the proceedings of the Members. If fewer than all Members consent in this manner, the action shall not become effective until after at least ten (10) days’ notice of the action has been given to each Member entitled to vote thereon who has not consented thereto.
Section 14. Telephonic Meetings
One or more Members may participate in a meeting of the Members by means of the Internet, conference telephone or other electronic communications technology by which Members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the Members, pose questions to the Executive Council and make appropriate motions and comment on the business of the meeting. For a meeting so held via such electronic means, notice of the meeting need not mention any geographic location. Participation in a meeting pursuant to this Section 14 shall constitute presence in person at the meeting.
Section 15. Financial Liabilities of Members
A Member of the Corporation shall not be liable, solely by reason of being a Member, for any debt, obligation or liability of the Corporation of any kind or for the acts of any Member or representative of the Corporation.
A Member of the Corporation will only be liable to the Corporation for unpaid dues, assessments, and the like which the Corporation may have lawfully imposed upon him/her.
ARTICLE III. Executive Council
Section 1. Qualifications
All powers vested in the Corporation by the NPCL shall be exercised by, or under the authority of, and the business and affairs of the Corporation shall be managed by, or under the direction of, an Executive Council. For purposes of Pennsylvania’s NPCL, the Executive Council and its officers shall be treated as the board of directors, and officers shall be treated as directors and as corporate officers. All Members of the Executive Council must be Members of the Corporation in good standing, and natural persons 18 years of age or older.
Section 2. Number, Election, Term of Office and Removal
The initial officers designated by the incorporator shall serve pursuant to the provisions of the Constitution and Bylaws as effective before July 1, 2014. Executive Council officers shall be elected or approved by the Members at the Members’ annual meetings. The Executive Council shall have eight (8) officers, as set forth in Article V of the Constitution. Officers shall hold office until the expiration of the term for which the officer was selected and shall serve until their successors shall have been duly elected and qualified, or until their earlier death, resignation or removal from office.
The terms of office are as set forth in the Constitution.
The Executive Council of the Corporation shall have the power, as officers of the Corporation, to declare vacant the office of any officer who has been judicially declared of unsound mind or who has been convicted of an offense punishable by imprisonment for a term of more than one year, or for any other proper cause.
Upon application by any Member or officer, a court may remove any officer in the case of fraudulent or dishonest acts, for gross abuse of authority or discretion with reference to the Corporation or for any other proper cause.
Section 3. Failure to Object
An officer of the Corporation who is present at a meeting of the Executive Council or at a committee of the Executive Council at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such officer’s dissent shall be entered in the minutes of the meeting or unless such officer shall file a written dissent to such action with the person acting as the Secretary of the meeting before or immediately after the adjournment of the meeting. Such right to dissent shall not apply to an officer who has voted in favor of such action.
Section 4. Compensation of Officers
Officers, as such, shall not receive any salary for their services, but by resolution of the Executive Council, expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Executive Council; provided, that nothing herein shall be construed to preclude any officer from serving the Corporation in any other capacity and receiving compensation therefor. An officer may be a salaried employee of the Corporation.
Section 5. Resignations and Other Vacancies
Any Officer may resign at any time upon giving notice in record form to the Corporation. The resignation will be effective upon its receipt by the Corporation or at a subsequent time specified in the notice of resignation.
When a vacancy occurs during the term of any officer of the Corporation, for any reason, the remaining officers by majority vote, though less than a quorum, or if only one officer remains, then by that sole officer, may fill that vacancy by selecting an officer to serve for the balance of the unexpired term.
When a vacancy occurs effective at a future date, the remaining officers, including those who have so resigned, may all act by applicable vote to fill the vacancies, the vote thereon to take effect when the vacancies become effective.
Section 6. Place and Time of Regular Meetings
The Executive Council may hold its regular meetings at such places, and at such times, as the Executive Council shall from time to time determine. However, all meetings of the Executive Council shall be held at the principal office of the Corporation unless otherwise provided in notice of the meeting or in waivers of notice thereof duly executed by all of the officers.
Section 7. Special Meetings
The Executive Council shall hold such special meetings as shall be called by the President or First Vice President of the Corporation, or any two other officers. Each such meeting shall be held at such time and place as shall be designated in the notice of the meeting.
Section 8. Notice of Meetings
No notice need be given of any annual or other regular meeting of the Executive Council unless (a) such meeting is to be held at some place other than the principal office of the Corporation, in which case notice of such meeting shall be given in the same manner as that set forth in this Section 8 for special meetings, or (b) some action is to be taken at such meeting which by law may be taken by the Executive Council only in their capacity as the Members of the Corporation, in which case notice of such meeting shall be given in the same manner as that set forth in this Section 8 for special meetings, except that the notice shall be given at least 10 days before the day of the meeting. Written notice of all special meetings of the Executive Council shall be given by, or at the direction of, the person or persons calling the meeting at least five days prior to the day named for the meeting; provided, however, that in case some action is to be taken at a special meeting which by law may be taken by the officers only in their capacity as the Members of the Corporation, notice of such meeting shall be given at least 10 days before such special meeting.
Section 9. Waiver of Notice
A waiver of notice, in record form, signed by the person or persons entitled to such notice, whether before or after the date stated therein, and filed with the Executive Director shall be deemed equivalent to the giving of such notice, and except in the case of a special meeting, neither the business to be transacted nor the purpose of the meeting need be specified in the notice of such meeting.
Attendance at any meeting of the Executive Council, shall be a waiver of notice thereof, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
Section 10. Informal Action by the Officers
Any action which may be approved at a meeting of the Executive Council may be approved without a meeting if a consent or consents to the action in record form are signed, before, on or after the effective date of the action, by all of the officers in office on the date the last consent is signed. The consent or consents must be filed with the Executive Director of the Corporation.
Section 11. Telephonic Meetings
One or more officers may participate in a meeting of the Executive Council by means of conference telephone or via telephone or other electronic technology by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 11 shall constitute presence in person at the meeting.
Section 12. Committees
The Executive Council may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees of Members, officers, Executive Council, and/or other interested persons to act in an advisory capacity to the whole Executive Council. At a minimum, the Corporation shall have Nominating and Awards committees (further discussed below) as standing committees. Such other committee(s) shall have the name(s) as may be determined from time to time by resolution adopted by the Executive Council. The committees shall keep regular minutes of their proceedings and report the same to the Executive Council when required. Any committee shall have and may exercise all of the powers and authority delegated to it by the Executive Council, except that a committee shall not have any power or authority as to the following:
(i) The submission to Members of any action requiring the approval of Members under these Bylaws.
(ii) The creation or filling of vacancies on the Executive Council.
(iii) The adoption, amendment or repeal of these Bylaws.
(iv) The amendment or repeal of any resolution of the Executive Council, that by its terms is amendable or repealable only by the Executive Council.
(v) Action on matters committed by these Bylaws or resolution of the Executive Council to the Members, Executive Council or another committee appointed by the Executive Council.
The composition of the two standing committees shall be as follows:
Nominating Committee:
• Immediate Past President, chairperson;
• One Councilor, named by the chairperson; and
• One non-Executive Council (non-council) Corporation member, named by the chairpersons.
Awards Committee:
• Second Vice President, chairperson; and
• Three current Councilors.
The Executive Council may designate one or more officers as alternate members of any committee who may replace any absent or disqualified member at any meeting of the committee or for the purposes of any written action by the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another officer to act at the meeting in the place of the absent or disqualified member. Each committee shall serve at the pleasure of the Executive Council.
The term “Executive Council” or “Council,” when used in any provision of these Bylaws relating to the organization or procedures of or the manner of taking action by the Executive Council, shall be construed to include and refer to any other committee of the Executive Council. Any provision of these Bylaws or of the NPCL relating or referring to action to be taken by the Executive Council or the procedure required therefor shall be satisfied by the taking of corresponding action by a committee of the Executive Council to the extent authority to take the action has been delegated to the committee pursuant to these Bylaws and under the NPCL.
Section 13. Quorum
A majority of the whole number of those who are at the time the officers of the Corporation shall be necessary to constitute a quorum for the transaction of business of the Executive Council and the acts of a majority of the officers present and voting at a meeting at which a quorum is present shall be the acts of the Executive Council.
Section 14. Presiding Officer and Order of Business
All meetings of the Executive Council shall be called to order and presided over by the President, or in the absence of the President by the First Vice President. The President or other person presiding over a meeting of officers may appoint a person to serve as parliamentarian at any meeting of the Executive Council. The then current edition of Robert’s Rules of Order shall govern the conduct of all meetings of the Executive Council when not in conflict with these Bylaws, the Articles, the Constitution or the NPCL.
Section 15. Contracts
In the absence of fraud, no contract or other transaction between the Corporation and any other corporation shall be affected by the fact that officers of the Corporation are officers, directors, employees or agents of such other corporations, if such contract or transaction shall be approved or ratified by the affirmative vote of a majority of the officers present at a meeting of the Executive Council or of the committee of the Corporation having authority in the premises, who are not so interested. Any officer individually, or any firm of which any officer is a partner or shareholder, may be a party to or may be interested in any contract or transaction of the Corporation; provided, that such contract or transaction shall be approved or ratified by the affirmative vote of at least a majority of the officers present at a meeting of the Executive Council or of the committee of the Corporation having authority in the premises, who are not so interested. No officer shall be liable to account to the Corporation for any profit realized by such officer from or through any such transaction or contract of the Corporation, ratified or approved as aforesaid, by reason of such officer’s interest in such transaction or contract. Officers so interested may be counted when present at meetings of the Executive Council or of such committee for the purpose of determining the existence of the quorum.
Notwithstanding the foregoing, the Corporation and its officers shall comply with any separate conflict of interest policy which has been adopted by the Executive Council.
Section 16. Standard of Care and Justifiable Reliance
An officer of the Corporation shall stand in a fiduciary relation to the Corporation and shall perform his duties as an officer, including his duties as a member of any committee of the Board upon which he may serve, in good faith, in a manner that he reasonably believes to be in the best interests of the Corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his duties, an officer may rely in good faith upon information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by (i) one or more other officers or employees of the Corporation who the officer reasonably believes to be reliable and competent in the matters presented, or (ii) counsel, public accountants or other persons as to matters which the officer reasonably believes to be within the professional or expert competence of such person, or (iii) a committee of the Executive Council upon which the officer does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the officer reasonably believes to merit confidence. An officer shall not be considered to be acting in good faith, however, if such officer has knowledge concerning a matter which would cause his reliance on any of the foregoing to be unwarranted.
In discharging the duties of their respective positions, the Executive Council, committees of the Executive Council and individual officers may in considering the best interests of the Corporation, consider the effects of any action upon employees, upon suppliers of the Corporation and upon communities in which offices or other establishments of the Corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of such person’s fiduciary standard of care. In addition, absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken by an officer or any failure to take any action shall be presumed to be in the best interests of the Corporation.
Section 17. Limitation of Personal Liability of Officers
To the fullest extent that the laws of the Commonwealth of Pennsylvania, as in effect on the date of the adoption of this Section 17 or as such laws are thereafter amended, permit elimination or limitation of the liability of directors, no officer (who are treated as directors under the NPCL) of the Corporation shall be personally liable as such for monetary damages for any action taken, or any failure to take any action, as an officer of the Executive Council. Specifically, an officer shall not be personally liable for monetary damages, unless (1) the officer has breached or failed to perform the duties of his office under the NPCL and (2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. Any amendment or repeal of this Section 17 or adoption of any other provision of these Bylaws, the Corporation’s Articles of Incorporation or Constitution, which has the effect of increasing officer liability shall operate prospectively only and shall not have any effect with respect to any action taken, or failure to act, prior to the adoption of such amendment, repeal or other provision.
This Section 17 shall not apply to an officer’s responsibility or liability under any criminal statute or an officer’s liability for payment of taxes under any local, state or federal law.
ARTICLE IV. Officers
Section 1. Number, Election and Removal
The Members at the annual meeting shall elect the officers as set forth in Article V of the Constitution, with such eight (8) persons constituting the officers of the Executive Council. The Executive Council may elect such other officers and assistant officers, if any, as the Executive Council deems appropriate. The Executive Council may also, from time to time, appoint such agents as it may deem appropriate. Election or appointment of an officer or an agent does not, by itself, create contract rights. Removal of an officer or agent shall be without prejudice to any contract rights of the person to be removed.
Section 2. Qualifications
The officers must be Members of the Corporation.
Section 3. Terms of Office
The terms of office of each officer are as set forth in Article V of the Constitution.
Section 4. Duties of Officers
The duties of each officer who is a member of the Executive Council are as follows:
The President, as the chief presiding officer, shall conduct the regular business sessions and shall be responsible for the general welfare of the organization.
The First Vice President shall plan the annual convention (meeting) program and keep a careful record of the annual convention programs and workshops for the archives of the Association, shall act in the absence of the President, and shall succeed the President.
The Second Vice President shall be in charge of membership and recruitment, shall chair the Awards Committee, and shall succeed to the office of the First Vice President.
The Executive Director shall serve as secretary and treasurer and shall serve as chief executive officer of the Association under the direction of the Executive Council.
The Communication Coordinator/Marketing Manager shall be responsible for disseminating information about the association and its annual conference to members and potential members through any appropriate communication channels, in concert with the President, First Vice President, and Second Vice President. The Communication Coordinator/Marketing Manager shall publicize the activities of the membership, the programs and awards of the upcoming annual convention, and the business conducted by the members assembled at the convention.
Three (3) Councilors shall serve in such capacities as directed by the Executive Council.
Section 5. Division Chairpersons
Division Chairpersons shall be appointed by the Executive Council for a term of one year, which is renewable by the Executive Council.
The general responsibility of Division Chairpersons shall be to promote scholarship, research, and creative endeavor relevant to the academic focus of the respective divisions. This responsibility includes developing programs for the Association’s annual conventions; developing publications, exhibits, and performances; developing cooperative projects with affiliate and other organizations with allied interests, subject to the approval of the Convention Program Chairperson; and publicizing division events and developments of interest to the division membership in the Corporation’s newsletter, as appropriate.
Section 6. Editor and Editor Elect of the Association Journal
The Editor of the Journal of Communication and Religion (“JCR”) shall serve as a supervising director of the JCR for a three-year period. Selection of the Editor-Elect by the Executive Council shall occur during the annual convention in the second year of the Editor’s three-year term.
During the annual convention and at the end of the first year of the Editor’s term, the Executive Council, upon the advice of the JCR Editorial Board, shall identify and approve qualifying criteria for the position of Editor-Elect.
The President, with the advice of the Executive Council, shall appoint an ad hoc Editor Search Committee, chaired by the Editor, to solicit and screen nominations in light of the established criteria.
After review of the credentials and at the following annual convention, the ad hoc Editor Search Committee shall present to the Executive Council the names and qualifications of at least one (1) but no more than three (3) candidates for the editorship. The Executive Council shall appoint the Editor-Elect by majority vote. The Editor-Elect shall serve as an associate of the Editor for a period of one year and then shall assume editorship of the JCR for the subsequent three-year term.
Section 7. Assistant Officers and Other Officers
Any assistant officer authorized by the Executive Council shall perform such duties as may be delegated to him/her by the officer to whom he is an assistant, and in the absence or disability of such officer may perform the duties of his office.
The Executive Council shall appoint a Curator of Electronic Communication for such term and to perform such duties as are specified by the Executive Council. The Executive Council may appoint such other officers as it deems necessary or advisable.
Section 8. Immediate Past President
The Immediate Past President shall be chair of the Nominating Committee and an advisor to the Executive Council. He/she shall perform such advisory duties as are assigned to him/her by the President, but shall have no vote at the Executive Council.
ARTICLE V. Execution of Documents
Section 1. Checks, Notes, etc.
The Executive Council shall from time to time designate the officers or agents of the Corporation who shall have power, in its name, to sign and endorse checks and other negotiable instruments and to borrow money for the Corporation, and in its name, to make notes or other evidences of indebtedness.
Section 2. Other Documents
Unless otherwise authorized by the Executive Council, all contracts, leases, deeds, deeds of trust, mortgages, and all other documents requiring the seal of the Corporation shall be executed for and on behalf of the Corporation by the President, or a Vice President, and the corporate seal shall be affixed by such person or at his direction, all of which shall be attested by the Executive Director.
ARTICLE VI. Indemnification of Officers and Employees
Section 1. Judgments, Fines, Settlements and Expenses
The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person is or was an officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if the act or failure to act giving rise to the claim for indemnification is not determined by a court to have constituted willful misconduct or recklessness.
Section 2. Expenses
To the extent that an officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article VI or in defense of any claim, issue or matter therein, such person shall also be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
Section 3. Advancement of Expenses
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the officer, officer, employee or agent to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation pursuant to this Article VI.
Section 4. Nonexclusivity of Article VI
The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled and shall continue as to a person who has ceased to be an officer, employee or agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such a person.
ARTICLE VII. Annual Report of Officers
Section 1. Annual Report
At each annual meeting of the Members, an Annual Report verified by the President and Executive Director of the Corporation shall be submitted by the Executive Council, and shall be filed with the minutes of such annual meeting of the Members. The Annual Report shall show in appropriate detail the following:
(a) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year immediately preceding the date of the Report.
(b) The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the Report.
(c) The revenue or receipts of the Corporation, both unrestricted to particular purposes, for the year immediately preceding the date of the Report, including separate data with respect to each trust fund held by or for the Corporation.
(d) The expenses or disbursements of the Corporation, for both general and restricted (if any) purposes during the year immediately preceding the date of the Report, including separate data with respect to each trust fund held by or for the Corporation.
(e) The number of Members of the Corporation as of the date of the report, together with a statement of increase or decrease in their number during the year immediately preceding the date of the report, and a statement of the place where the names and addresses of current Members may be found.
ARTICLE VIII. Amendments to Bylaws
Section 1. Amendments to Bylaws
The Members may adopt, amend or repeal these Bylaws by a vote of two-third (2/3) of all votes cast on the adoption, amendment or repeal of these Bylaws at any regular or special meeting of the Corporation; provided, however, that the vote may be by simple majority if preceded by the giving of thirty (30) days advance written notice to each Member stating, per the notice provisions in Article III, Section 8 of these Bylaws, that the purpose or one of the purposes of the meeting is to consider the adoption, change or repeal of Bylaws, and such notice shall contain or include a copy of the proposed new Bylaw, change or repeal or a summary of the changes to be effected thereby. Any change in these Bylaws shall take effect when adopted unless otherwise provided in the resolution effecting the change.
EXHIBIT A
Attachment to Article II, Section 2
Membership in the Corporation
Section 1. The dues and/or fees of the Corporation for voting Members shall be proposed by the Executive Council and approved by the Members. An annual convention fee shall be set by the Executive Director in consultation with the Executive Council. The Executive Council shall establish dues and/or fees for institution members and other nonvoting members.
Section 2. Memberships and annual dues for voting members (current as of July 1, 2014) shall be of six types: Student $25.00; regular, $50.00; life, $500.00; and emeritus or honorary, free. Each of these Members shall have one vote. Eligibility, rights and privileges for (of) each membership type (category) shall be further set by resolution of the Executive Council.
Membership and annual dues for institution members shall be $75.00 (current as of July 1, 2014). Institution members shall have no voting rights.
Effective: July 1, 2014