Bylaws of the
NATIONAL ASSOCIATION FOR MEDIA LITERACY EDUCATION
A Non-Profit Corporation
Effective October 1, 2002
Revised September 1, 2005
Revised May 19, 2008
Revised February 17, 2014
Revised February 25, 2016
Revised April 19, 2017
Revised November 17, 2017
Revised January 16, 2021
NAME AND PURPOSE
SECTION 1. Name. The name of the Corporation is National Association for Media Literacy Education (“the Corporation”).
SECTION 2. Purpose. The Corporation is formed to stimulate growth in media literacy education in the United States by organizing and providing national leadership, advocacy, networking and information exchange.
SECTION 1. Registered Agent. The Corporation shall have and continuously maintain a registered agent.
SECTION 2. Principal Office. The principal office of the Corporation shall be in whatever locality as may be determined by the Board of Directors.
SECTION 3. Corporate Seal. The Board of Directors shall have the power to adopt and alter the seal of the Corporation.
SECTION 4. Fiscal Year. The fiscal year of the Corporation shall, unless otherwise decided by the Board, end on December 31.
SECTION 5. Property. The Corporation is not formed for pecuniary profit or gain and no money or properties received by the Corporation shall be paid to any member, or to any person, during the life of the Corporation, except as compensation for property purchased or services rendered. In the event the Corporation should dissolve, all properties and monies will be distributed in accordance with the Internal Revenue Service Code 501(c)(3).
BOARD OF DIRECTORS
SECTION 1. Board Members. The Board of Directors shall be comprised of the following persons: the Officers (The President, Vice President, Secretary, Treasurer, and Immediate Past President) and up to fifteen (15) at-large directors appointed as herein provided. For purposes of these bylaws, the immediate Past President shall be that person who most recently served as President and who is not then serving as President. The Executive Director serves on the Board as a non-voting, ex officio member.
Section 1.1. Number of Members. The number of members of the Board of Directors shall not exceed twenty (20) members. This number can be increased or decreased with the approval of the Board of Directors by a two-thirds (2/3) vote.
SECTION 2. Duties. The Board of Directors (also referred to as the Board) shall be the administrative body of the Corporation. It shall administer the affairs of the Corporation and make all rules and regulations which it deems necessary or proper for the government of the Corporation and for the due and orderly conduct of its affairs and the management of its property consistent with the Bylaws of the Corporation. The Board shall approve the proposed budget in a timely manner to facilitate planning for the next fiscal year.
SECTION 3. Elections for new Board directors may be held at any board meeting or via online communication. Directors shall be appointed by the majority vote of the existing Board of Directors. Elections shall be coordinated by the Vice President or other Board designee. Elections may not be coordinated by anyone who is running for office.
SECTION 4. Term of Office. Members of the Board of Directors will be elected for two-year terms.
Section 4.1. A Member of the Board of Directors shall hold office from the date of election until the end of the second consecutive year of his/her term.
Section 4.2. Board of Directors members shall serve for no more than three two-year consecutive terms without being off the Board of Directors for at least one (1) year with only two exceptions: 1) Anyone running for an Officer position may serve for two consecutive two-year terms as an Officer irrespective of the number of years of previous consecutive board service. 2) Recognizing the value to the Board and organization of having historical perspective and service on the Board, the Board may vote to extend the term of a long-standing Board member, as needed.
SECTION 5. Meetings. The Board of Directors shall meet monthly via telephone or computer conferencing and/or in person or at such time as the President of the Board and/or a majority of the Board shall determine. A complete agenda of matters to be discussed in connection with such meetings will be distributed to the members of the Board of Directors prior to the meeting. A majority of the Board of Directors will constitute a quorum, either in attendance or by conference call. The business of the Corporation shall be conducted in accordance with the current edition of Robert’s Rules of Order.
SECTION 6. Compensation. The members of the Board of Directors shall not receive any compensation for their services as a Board member. They may be reimbursed for expenses incurred in their official capacity. A member of the Board shall not be precluded from serving the Corporation in any other capacity and receiving compensation for such other services.
Section 6.1. The Board shall have the power to appoint such other representatives, employees or agents as may be necessary in the Board’s judgment for the conduct of business of the Corporation. The Board shall designate titles and compensation, if any, for these individuals.
SECTION 7. Expenditures. All committee expenditures over $1,000 must be authorized by the Board or by a committee Chair provided that such expense is within such committee’s budget. Any expenditures made by committee members must be specifically authorized by the respective committee chair. All additional expenditures not budgeted must be approved by the Treasurer. Budgetary expenditures shall be accounted for in a manner determined by the Treasurer.
SECTION 8. Resignation and Removal. A member of the Board of Directors may resign by delivering his/her resignation in writing to the President, Secretary or Treasurer of the Corporation, to a meeting of the members of the Board or to the Corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states. Any officer or Board member may be removed for cause by vote of two-thirds (2/3) of the Board, after at least twenty-one (21) days notice and an opportunity to be heard.
SECTION 9. Vacancy. Any vacancy in the unexpired term of any Director shall be filled by the next board recruitment cycle.
SECTION 10. Voting Limitations. Notwithstanding the fact that any individual may hold more than one position entitling them to Board membership, they shall vote only once on any issue or matter which comes before the Board.
SECTION 11. Delegation of Power. In the case of death or disability of any officer of the Board, or for any other reason deemed sufficient by the majority of the Board, the Board may delegate such officer’s power and duties to any other member of the Board, or declare the office vacant and elect a successor to serve until the later of the next annual meeting of the Board or the balance of the officer’s term. No such action shall be taken without at least twenty-one (21) days notice to such officer and their having had the right to be heard.
SECTION 1. Number and Qualification. The officers of the Corporation shall be as follows: i) President, ii) Vice President, iii) Secretary, and iv) Treasurer. Terms of office are two years. A person may not hold more than one office at any one time. The Executive Director may be added to officers of the corporation with a 2/3 vote of the Board of Directors. Under no circumstances shall the president and E.D. positions be held by the same person.
SECTION 2. President. The President shall be the chief executive officer of the Corporation. The President shall officially represent the Corporation and preside over all meetings of the Board. The President shall have authority to delegate these responsibilities to the Vice President, shall preserve order and enforce the bylaws of the Corporation. The President shall have the power to call a special meeting and perform other duties requested by this office.
Section 2.1. The President shall serve as an ex-officio member of all standing committees.
Section 2.2. The President shall serve as chair of the Executive Committee.
Section 2.3. The President shall act as supervisor to the Executive Director. The Executive Director shall oversee all paid staff of the Corporation, but may, where appropriate, assign supervisory duties to another staff member.
Section 2.4. If the President is unable to perform their duties, they will be taken on by the Vice President. If the Vice President is unable to fulfill the duties of the President, the Board shall, within thirty (30) days of the Vice President’s inability, convene and elect one person from the Board to fill the remainder of the President’s term.
SECTION 3. Vice President. The Vice President shall: i) assist the President in the discharge of the President’s official duties; ii) preside at meetings in the President’s absence; and iii) perform such duties as the Board may direct or delegate.
Section 3.1. The Vice President shall serve as a member of the Executive Committee.
SECTION 4. Secretary. The Secretary shall direct and/or manage the minutes of all board meetings, committee meetings and other correspondence. The Secretary assures that a copy of all minutes (printed copy or digital) is retained.
Section 4.1. The Secretary shall serve as a member of the Executive Committee.
SECTION 5. Treasurer. The Treasurer shall oversee the financial operations of the Corporation, provide monthly financial reports, submit an annual financial report to the Board, file the Corporation’s annual tax return to the IRS, and authorize and arrange for payment of all approved expenditures. The Treasurer and Executive Director shall develop a yearly budget and shall submit the proposed budget to the Board not less than two (2) months before the beginning of the fiscal year beginning on January 1.
Section 5.1. The Treasurer shall serve as a member of the Executive Committee.
Section.5.2. The Treasurer shall oversee the budget for all events, including the NAMLE conference, occurring during the Treasurer’s term in office.
Section 5.3. The Treasurer may be bonded in an amount specified by the Board as needed, which bond shall be paid for by the Corporation.
STANDING COMMITTEES & BOARD MEMBERS
SECTION 1. Standing Committees. Standing Committees shall be as follows:
Section 1.1. Executive Committee. The Executive Committee consists of the Officers of the Board of Directors (The President, Vice President, Secretary, Treasurer, and Immediate Past President) as well as the Executive Director who serves as a non-voting, ex officio member.
The Executive Committee is responsible for overall governance, parliamentary procedure, and assuring that the Corporation operates according to its stated bylaws. The Executive Committee is also charged with guiding the Board towards efficient and high quality execution of its functions by evaluating and improving internal Board processes and performances. The Executive Committee is responsible for conducting an annual review of the Executive Director.
Section 1.2. Development Committee. This Committee is responsible for setting priorities with the Executive Director related to development, and overseeing and securing funding through individual donors, foundations, corporate partners, and government for the Corporation’s operating budget, the conference, Media Literacy Week, and special projects approved by the Board.
Section 1.3. Impact and Insights Committee. This Committee is responsible for setting priorities with the Executive Director regarding growth, visibility and effectiveness, and overseeing and assessing NAMLE’s brand recognition and impact on media literacy education. The Committee ensures that indicators of impact are identified and measured to effectively assess awareness, efficacy, and increased engagement through our programs and activities.
Section 1.4. Finance Committee. The Finance Committee is responsible for creating and reviewing financial policies and procedures and assuring that the organization is being guided by sound financial decisions and advice. Each year, the Finance Committee advises on the creation of an annual budget and assists with an annual audit and the filing of IRS documents. The Finance Committee also reviews and authorizes variances in expenditures of $10,000 or more relative to the approved budget. The Treasurer will chair the Committee, and the President and Executive Director are Committee members. When appropriate, the Finance Committee may meet concurrent with the Executive committee meetings.
SECTION 2. Committee Chairs and Members. Committee Chairs shall be selected from the members of the Board of Directors and shall be assigned to their position by a majority vote of the Board of Directors. Each Standing Committee Chair shall maintain a permanent organized record of all committee work, which will be turned over to their successor at the completion of their term as Chair. Standing Committee Chairs may also serve as members of committees they do not chair or fulfill other duties as requested by the Executive Committee.
Section 2.1. At-Large Directors. At-large Directors shall serve as voting members of the Board of Directors. Those not chairing standing committees shall take on duties as requested by the President, and their duties may shift during the course of their term according to the needs of the Corporation.
SECTION 3. Immediate Past President. The Immediate Past President remains a full voting member of the Board of Directors and serves on the Executive Committee. The Immediate Past President serves in an ex officio capacity, that is, not appointed separately to this position, but ascends to it automatically on the completion of their term as President. Should the Past President leave the board, the position remains vacant until a new President is elected.
SECTION 4. Ad Hoc Committees. Ad Hoc or Special Committees may be appointed by the President as required and shall make reports to the Board as required in the same manner as other committees.
The directors, officers and committee members of the Corporation shall not be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against the Corporation may look only to funds and property of the Corporation for the payment of any such contract or claim for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation.
AMENDMENTS TO BYLAWS
These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a two-thirds (2/3) vote of the Board present at any meeting if notice of the proposed change in the bylaws is given in writing to the Board seven (7) days prior to the meeting at which the change shall be voted.
AUDIT OF BOOKS
Provisions shall be made by the Board for an annual audit of the accounts of the organization by an accountant retained by the Board for the purpose of such audit. Such audit shall be presented to the Board for approval prior to the filing of required IRS forms.
USE OF NAME
SECTION 1. Authority. The Corporation shall not be responsible for the unauthorized use of its name, corporate seal or logo, unauthorized statements made on its behalf or unauthorized actions taken on its behalf.
SECTION 2. Use. The Corporation name shall not be used in connection with any purpose except those expressly stated in the Articles of Incorporation of these Bylaws or by unanimous vote of the Board.
SECTION 1. Eligibility. Any person or organization interested in furthering the Corporation’s purpose as stated in Article I is eligible for membership.
SECTION 2. Categories
Section 2.1. Individual membership. Individuals may sign up through the NAMLE website to become a member of NAMLE, free of charge. Individual members are entitled to benefits as outlined on NAMLE’s website.
Section 2.2. Organizational partnership. Payment of dues will constitute agreement on the part of institutions to abide by the rules of the Corporation. Organizational partners are entitled to benefits as outlined on NAMLE’s website.
Section 2.3. Media Literacy Alliance. To broaden the organization’s reach, NAMLE has joined in partnership with the leading educator associations within the U.S. Each Alliance member appoints a senior staff person to represent their organization. NAMLE is the organizing entity for the Alliance and works to facilitate collaboration amongst the members, but Alliance members do not have any authority over NAMLE governance or operation.
SECTION 3. Advisory Council. The Board of Directors may at its discretion create a National Advisory Council for the Corporation consisting of designated leaders in media, technology, and education.
Section 3.1. Advisory Council Membership. Advisory Council membership will be by invitation of the Executive Committee and will serve a renewable one-year term.
Section 3.2. Meetings. The Council will meet as needed. Meetings will be convened and chaired by the President or their designee.
Section 3.3. Purpose. The purpose of the National Advisory Council is to provide counsel to the Corporation on matters related to media literacy education research, policy and practice. The Advisory Council will have no formal role in the leadership or management of the Corporation.
RECORDS AND PROPERTY
All records and property, real, personal or mixed, entrusted to or in the hands of any Officer, Director, representative, agent, Committee Chair, Appointed Official, Special Advisor, employee or the like, acting for or on behalf of the Corporation shall be and remain Corporation property and, upon request by the President or the Board, shall be surrendered to the President or as the Board directs.
Wherever notice of any action is required to be given, such notice shall be deemed given if mailed in the United States Mail, postage prepaid, addressed to the recipient at the address last known to the Corporation in its records or emailed to a known email address. Such notice shall be deemed properly given if so mailed or emailed no later than fourteen (14) days prior to the action to be taken as specified in such notice or longer period if specifically provided in these Bylaws. Anything contained in this section to the contrary notwithstanding, any specific requirement contained in these bylaws providing for a different form or time period of notice shall supersede the notice required under this Section.
The Board may, from time to time, establish projects for the Corporation in furtherance of its purposes. Such projects shall, if necessary, be funded and carried out in the manner determined by the Board.
SECTION 1. Gender. All pronouns herein contained of the masculine, feminine or non-descriptive gender shall, as and when appropriate, mean either masculine or feminine and shall be non-discriminatory.
SECTION 2. Captions. All captions contained in these bylaws shall be for convenience only and shall not be determinative of the nature or effect of any of the provisions herein.
SECTION 3. In the event any provisions contained in these Bylaws shall be invalid as a matter of law, then such invalid portion shall be deemed null, void and of no force and effect and shall not affect the validity of any other portion of these bylaws.
SECTION 4. In the event any section of these Bylaws shall conflict with the Articles of Incorporation, then the provisions of the Articles of Incorporation shall govern. In the event any provision of these Bylaws shall conflict with any other provision of these Bylaws, then the conflicting provision containing the stricter provision shall govern. In the event any provision of these Bylaws shall conflict with the purposes of the Corporation, then such conflict shall be resolved in favor of the interpretation carrying forth the purposes of the Corporation. In the event any provision of these Bylaws might disqualify the Corporation from being an organization described in section 501(c)(3) of the Internal Revenue Code, then such provision shall be null, void and of no force and effect to the extent necessary so that the Corporation will be an organization described in section 501(c)(3).
Section 1. Dissolution of the Corporation. Upon dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for the such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.