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San Antonio Chapter of the National Association of Latino Independent Producers, Inc. Local Bylaws ARTICLE I — NAME AND PURPOSE Section 1 — Name: The name of the organization shall be the San Antonio Chapter of the National Association of Latino Independent Producers (NALIP-SA). It shall be a nonprofit organization governed by the Bylaws of the National Association of Latino Independent Producers (“National Bylaws”). Section 2 — Affiliation: NALIP-SA shall be affiliated with, and comply with the National Bylaws of the National Association of Latino Independent Producers (“National organization”). If there are any conflicts or inconsistencies between the NALIP-SA Bylaws (“Bylaws”) and the National Bylaws, the National Bylaws shall govern. Section 3 — Mission: NALIP-SA exists to meet the professional needs of the local Latino independent film community through advancement, development, and funding of Latino media in all genres. Building upon the national mission of NALIP, we connect local filmmakers to each other and to broader audiences, help them develop relationships with other industry professionals, and facilitate the advancement of their crafts and careers. ARTICLE II — MEMBERSHIP Section 1 — Eligibility for membership: Application for voting membership shall be open to any current resident of the city of San Antonio and its surrounding communities, within the County of Bexar, that supports the mission statement in Article I Section 3 of these Bylaws. Membership is granted after completion and receipt of a membership application and annual dues submitted to the National organization. Section 2 — Annual dues:The amount required for annual dues shall be determined by the National Board of Directors and the National Bylaws. Section 3 — Member Status: Continued membership is contingent upon being a member in good standing. A member in good standing is any NALIP-SA member who has paid the required dues, fees, and assessments in accordance with the National Bylaws and has not been suspended. Section 4 — Active Member: An “Active” member is defined as one who is in good standing, and has attended at least three (3) regularly scheduled NALIP-SA member meetings and at least two (2) NALIP-SA hosted special events dating back one year. Section 5 — Rights of Members:All members shall have the right to nominate candidates for election to the Executive Committee. All members shall have the right to attend all regular meetings of the Executive Committee. ONLY ACTIVE MEMBERS shall have the right to vote to elect the officers of the Executive Committee. The Executive Committee shall determine the matters that require member voting, and reserves the right to limit such voting rights to ACTIVE members. The most effective way a member can affect policy and decision-making within the San Antonio Chapter is by participation in committees. In addition, VOLUNTEERISM IS HIGHLY ENCOURAGED. Section 6 — Resignation and termination:The resignation and termination of any member is governed by the National Bylaws, Article V Section 5. Section 7 — Non-voting membership:The Executive Committee shall have the authority to establish and define non-voting categories of membership, including but not limited to the right to restrict or deny the voting rights of NON-ACTIVE members. ARTICLE III — MEETINGS OF MEMBERS Section 1 — Regular meetings:Regular meetings of the members shall be held quarterly, at a time and place designated by the Executive Committee chair. Section 2 — Annual meetings:An annual meeting of the members shall take place in the month of October, the specific date, time and location of which will be designated by the Executive Committee chair. At the annual meeting, the members shall elect the officers of the Executive Committee (as restricted by Article 2 Section 5 of these Bylaws), will receive reports on the activities of the NALIP-SA, and determine its direction for the coming year. Section 3 — Special meetings:Special meetings may be called by the Executive Committee chair, or a simple majority of the Executive Committee. A petition signed by ten percent (10%) of Active members may also call a special meeting. Section 4 — Notice of meetings:Printed notice of each member meeting shall be given to each voting member, by mail, electronic mail, or posting on the chapter website. Such notice shall be provided not more than sixty (60) days and not less than two weeks prior to the meeting. Section 5 — Quorum: The members present at any properly announced meeting shall constitute a quorum. Section 6 — Voting:All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place. ARTICLE IV — EXECUTIVE COMMITTEE Section 1 — Committee role, size, and compensation:The Executive Committee is responsible for overall policy and direction of the NALIP-SA. The Executive Committee shall delegate responsibility of day-to-day operations to the staff and various committees. The Executive Committee shall have up to six (6), but not fewer than four (4) members, except in the case of a vacancy mid-term as provided by Article IV Section 11 of these Bylaws. Any one member may hold up to but not more than two officer positions on the Executive Committee. The Executive Committee receives no compensation other than reimbursement for reasonable expenses. Section 2 — Voting rights: Each member of the Executive Committee shall have one vote, regardless of the number of offices he/she holds. Section 3 — Terms:All Executive Committee members shall serve a one-year term, and are eligible for re-election for up to five consecutive terms. Section 4 — Meetings and notice:The Executive Committee shall meet at least quarterly, at an agreed upon time and place. An official Executive Committee meeting requires that each Executive Committee member have written notice not more than sixty (60) days and not less than two weeks prior to the meeting. Section 5 — Executive Committee elections:New officers and current officers shall be elected or re-elected by the voting representatives of Active members, as defined in Article 2 Section 4 of these Bylaws, at the annual member meeting. Officers will be elected by a simple majority of Active members present at the annual member meeting. Only Active members in good standing are eligible for election to an office of the Executive Committee. Section 6 — Voting Rights of Members: The Executive Committee shall have the authority to establish voting and non-voting rights of the members. Section 7 — Election procedures:Any member can nominate a candidate to the slate of nominees for Executive Committee. Section 8 — Quorum:A quorum constitutes fifty-percent (50%) of the Executive Committee. A quorum of Executive Committee officers must be present in order for business transactions to take place and motions to pass. Section 9 — Officers and Duties:There shall be at least four officers of the Executive Committee, consisting of a chair, vice-chair, secretary and treasurer. Their duties are as follows: Section 10 — Committee Action:All business transactions of the Executive Committee must be approved by a majority vote of Executive Committee officers constituting a quorum. Section 11 — Vacancies:When a vacancy on the Executive Committee exists mid-term, the secretary must receive nominations for new officers from present Executive Committee officers two weeks in advance of an Executive Committee meeting. These nominations shall be sent out to Executive Committee officers with the regular Executive Committee meeting announcement, to be voted upon at the next Executive Committee meeting. These vacancies will be filled only to the end of the particular Executive Committee member's term. If no nominations are received: (1) any vacancy in the office of the Chair shall be filled by the Vice Chair for the remainder of the unexpired term; (2) if the vacancy occurs in any other office, the Chair shall appoint a successor, for the remainder of the unexpired term, with the consent by majority vote of the Executive Committee; (3) if a vacancy occurs in both the office of Chair and Vice Chair, the Secretary or Treasurer (the one who has served the greatest time as a voting member of the Executive Committee) shall assume the Chair's duties, and the other shall assume the Vice Chair’s duties until an election is conducted by the Election Committee. Such election must be held within sixty (60) days of the expiration of the current term; otherwise, the officers shall hold both offices until expiration of the term. No member shall hold more than two offices within the Executive Committee. Section 12 — Resignation, termination, and absences:Resignation from the Executive Committee must be in writing and received by the Secretary. An Executive Committee member shall be terminated from the Executive Committee due to excess absences, defined as more than two unexcused absences from properly noticed, official Executive Committee meetings within a year. An Executive Committee member may be removed for any other reason by a three-fourths vote of the remaining officers. Section 13 — Special meetings:Special meetings of the Executive Committee shall be called upon the request of the chair, or one-third of the Executive Committee. Notices of special meetings shall be sent out by the secretary to each Executive Committee member not more than sixty (60) days and not less than two weeks prior to the meeting. ARTICLE V — COMMITTEES Section 1 — Committee formation: The Executive Committee may create committees as needed, such as finance, fundraising, marketing, outreach, programming etc. The Executive Committee chair appoints all committee chairs. ARTICLE VI — AMENDMENTS Section 1 — Amendments: These Bylaws may be amended when necessary by two-thirds majority of the Executive Committee. Proposed amendments must be submitted to the secretary to be sent out with regular Executive Committee announcements.
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