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ARTICLE I - NAME
Section 1. The name of this organization is the Council of
Communication Associations, hereinafter referred to as "Council."
Section 2. Official use of the Council’s name shall
be made only through the authority of the Council’s
Board of Directors.
ARTICLE II - PURPOSES
Section 1. The purposes of the Council shall be to enhance
the missions and to facilitate the activities of its member
associations, and to promote the understanding and advancement
of communication as an academic/professional field.
Section 2. The Council, a not-for-profit corporation, exists
for educational, scientific and literary purposes only. No
part of the organization’s net revenues may be used
for the private benefit of any individual or group.
ARTICLE III - MEMBERSHIP
Members of the Council shall be membership societies or associations.
Any such membership organization whose primary interests are
to promote the purposes of the Council may apply for membership
in the Council.
ARTICLE IV - MANAGEMENT
The business of the Council is governed by its Board of Directors.
The membership of the Board of Directors shall be as specified
in the Bylaws.
ARTICLE V - OFFICERS
Section 1. The officers of the Council shall be Chair, Vice
Chair and Executive Director.
Section 2. The duties of the officers shall be as specified
in the Bylaws.
ARTICLE VI - LEGISLATION AND ADMINISTRATION
Section 1. The Board of Directors shall be the principal policy-making
body of the Council and shall be responsible for managing
its resources and activities.
Section 2. Policies and actions of the Council shall not necessarily
be interpreted as those of any member association.
ARTICLE VII - USE OF RESOURCES
The resources and earnings of the Council will in no way inure
to the benefit or be distributable to the members of the Board
of Directors, the officers of the Council, or other private
individuals, except that the Council shall be able to pay
reasonable compensation for services rendered, reimburse individuals
for money expended in the Council’s behalf, and make
payments and distributions in furtherance of the purposes
set forth in Article II of this instrument. No substantial
part of the resources or activities of the Council will be
devoted to influencing legislation, and the Council will not
participate or intervene in the campaign of any individual
for public office.
ARTICLE VIII - DISSOLUTION
The Council may be dissolved only at a special meeting of
the Board of Directors called for the purpose, and in the
manner prescribed by the relevant state laws, by vote of the
three-fourths of the members present. Subject to compliance
with the applicable provisions of such laws, upon any such
dissolution of the Council and all its property remaining
after satisfaction of all its obligations shall be distributed
to one or more corporations, funds, foundations or learned
societies such as the Board of Directors may select, organized
and operated exclusively for charitable, scientific, literary,
or educational purposes, no part of which inures to the benefit
of any private shareholder, member, or individual, and which
does not carry on propaganda or participate or intervene in
any political campaign.
ARTICLE IX - AMENDMENT OF THE CONSTITUTION
The Council’s Constitution may be amended upon the recommendation
of the Board of Directors and with the concurrence of at least
two-thirds of the Council’s member associations.
ARTICLE I - COUNCIL MEMBERSHIP
Section 1. The rights, privileges, services and obligations
of membership shall be authorized by the Board of Directors.
Section 2. Any membership society or association, whose primary
interests are consistent with the purposes of the Council,
is eligible to apply in writing to the Board of Directors
for membership in the Council. Admission to membership is
at the discretion of the Council’s Board of Directors.
Section 3. Removal of a member association from the Council
may be done only at a meeting of the Board of Directors at
which the subject of the removal has been announced to all
directors as an agenda item. A two-thirds vote is required.
ARTICLE II - DUES AND FEES
Section 1. Annual dues shall be determined by the Board of
Directors and collected by the Executive Director.
Section 2. Fees for Council services, programs and products
shall be determined by the Executive Director, with the advice
of the Board of Directors.
ARTICLE III - MEETINGS
Section 1. An annual meeting of the Council’s Board
of Directors shall be held at a time and place to be designated
by the Board. The date, place and time of annual meetings
will be established by the Board. Written notice of such meetings
must be sent to each Board member not less than 15 days prior
to the date of the meeting.
Section 2. Additional meetings of the Board of Directors may
be called by the Chair, Executive Director or by at least
one-third of the members of the Board. The date, place and
time of such meetings may be established by the callers of
those meetings. The 15 day notification may be waived with
approval of two thirds of the Board of Directors.
Section 3. At any meeting of the Board of Directors a quorum
shall consist of one half of the member association’s
representatives on the Board plus one, dropping fractions.
The meetings of the Board shall be governed by Roberts Rules
of Order (Revised) except where those rules conflict with
the Council’s Constitution or these bylaws, which shall
then take precedence.
Section 4. All meetings of the Council shall be open.
Section 5. The Council assumes no responsibility for position
statements or actions of its individual member associations.
ARTICLE IV - BOARD OF DIRECTORS
Section 1. Each member association of the Council shall elect
or appoint by whatever procedure it deems appropriate two
individuals to serve as its representatives to the Council’s
Board of Directors. The terms of office begin on January 1
for no more than one calendar year.
Section 2. The executive director of each member association
shall be designated a non-voting member of the Council’s
Board of Directors. The Council’s Executive Director
shall be elected by, and from the executive directors of the
member associations, and approved by the Board of Directors.
The term of office of the Council’s Executive Director
shall be three years, and the office of the Council’s
Executive Director shall rotate among the member associations.
Section 3. If a vacancy occurs on the Board of Directors,
the represented member associations shall designate a new
representative to complete the unexpired term.
Section 4. At meetings of the Board of Directors, each member
association’s representative shall have one vote on
each matter brought before the Board. All decisions shall
be by simple majority vote of those present, provided a quorum
is present. Voting by proxy is acceptable. Proxies must be
in writing and must authorize a specific Board member to cast
votes at his/her discretion for the absent Board member at
a specific meeting of the Board. Proxies count toward a quorum.
ARTICLE V - OFFICERS
Section 1. The Council’s Chair and Vice Chair shall
be elected by the Board of Directors at its annual meeting
from among the member association’s representatives.
The term of office is one calendar year, beginning on the
first day of January following the officers’ election.
Section 2. If a vacancy occurs in the office of Chair, it
shall be filled by the Vice Chair. If a vacancy occurs in
the office of the Vice Chair, the Board of Directors shall
elect another Board of Directors member to complete the unexpired
term.
Section 3. An officer may be removed only at a meeting of
the Board of Directors at which the subject of the removal
has been previously announced to all Directors as an agenda
item. A two-thirds vote is required.
Section 4. The Chair shall serve as presiding officer of the
Council and the Board of Directors and shall discharge the
responsibilities normally adhering to the office.
Section 5. The Vice Chair shall discharge the responsibilities
normally adhering to the office and become Chair in the event
of the death, disability, resignation or removal of the Chair.
Section 6. The Executive Director shall discharge the usual
functions of secretary and treasurer, shall administer the
business of the Council under the direction of the Board of
Directors and shall be responsible for the management and
business of the staff.
ARTICLE VI - EXECUTIVE COMMITTEE
Section 1. The Executive Committee of the Council consists
of the three elected officers.
Section 2. The Board of Directors may delegate to the Executive
Committee such authority as it deems proper and necessary
to provide for effective operation of the Council’s
activities between Board meetings.
ARTICLE VII - STAFF
The Board of Directors may hire such staff as it deems necessary
to implement the activities of the Council.
ARTICLE VIII - RECORDS AND REPORTS
Section 1. The Executive Director of the Council shall record,
maintain, and distribute minutes of all meetings of the Board
of Directors and of the Executive Committee.
Section 2. Budgets shall be approved and expenditures shall
be authorized only by the Board of Directors. Expenditures
in accordance with previously authorized budgets shall be
made by such procedures as the Board of Directors shall decide.
Section 3. The Executive Director shall keep and maintain
complete account of all financial transactions of the Council.
A full statement of the Council’s income, expenditures
and reserves shall be made annually by the Executive Director
to the Board of Directors. The fiscal year of the Council
shall be the calendar year.
ARTICLE IX - AMENDMENT OF THE BYLAWS
These bylaws may be amended by a majority vote of the Board
of Directors.
(The Constitution and Bylaws of the Council of Communication
Associations was approved March 9-10, 1996, at The Freedom
Forum in Arlington, VA by representatives from ACA, AEJMC,
ASJMC, BEA, ICA and NCA. These organizations shall be considered
charter members of the Council. The Constitution and Bylaws
of the Council of Communication Associations was amended on
September 14, 1996, at a meeting held at the Anaheim Hilton.)
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