Download a PDF version 2018–12-13 – FFA Bylaws.
AMENDED AND RESTATED BYLAWS
FILM FESTIVAL ALLIANCE
A DISTRICT OF COLUMBIA NONPROFIT CORPORATION
Amended: ___________________ (insert date here once approved)
NAME AND MISSION
The Film Festival Alliance is a professional association comprised of members that advocates for the needs and interests of film festivals and their organizers. The Film Festival Alliance provides a collaborative platform for members to develop and share operational and curatorial efficiencies, set professional standards, and establish best practices. The Alliance serves the collective priorities of its membership while leveraging its leadership, expertise, and vision within the film community and the broader cultural landscape.
PURPOSE AND OBJECTIVES
The Film Festival Alliance (or “Alliance”) represents film festivals and is dedicated to promoting excellence within the film festival community. The Alliance supports film festival staff, boards and volunteers internationally in better serving the public and each other’s missions. Film festivals showcase, preserve, and exhibit film, other art forms and are educational institutions, research agencies, cultural centers and economic engines; the Alliance will seek to advance these film festival functions. Film festival professionals share a common core of knowledge, sense of purpose, and code of ethics to enhance their missions; the Alliance will support opportunities for sound professional preparation, provide outlets for professional research and publication as well as foster the continued improvement of the film festival profession through the development and observance of high standards of ethics. In promoting its purposes, the Alliance will use meetings, reports, papers, discussions, publications, social media and other publicity and communication to increase and diffuse knowledge of all matters pertaining to film festivals and encourage cooperation among film festivals, film festival professionals, film festival users, national and local governmental bodies and the general public. The purpose and objectives of the Alliance shall be served through the guidance of the Board of Directors and Executive Committee.
Section 3.1 Membership
The Alliance may have members in such categories as specified in the Bylaws. The admittance and continued membership of all members shall be subject to rules as approved by the Board of Directors. Such rules may include annual dues and assessments for membership or affiliation.
Section 3.2 Right to Withdraw Membership
Any membership may be withdrawn by the Board of Directors with the guidance of the Executive Committee for failure to pay annual dues or for due cause. Due cause shall be construed to mean use of membership in the Alliance to work for purposes inconsistent with the mission and objectives of the Alliance and any standards that the Board of Directors may establish.
Section 3.3 Membership Eligibility
Membership shall be open to film festivals, non-profit organizations that operate film festivals, other film festival-related non-profit organizations, libraries, universities, government agencies, film festival staff, non-profit organization staff, students, non-paid film festival staff, retired film festival staff, independent professionals, film festival trustees and such other categories of membership as the Board of Directors may establish from time to time. All Members of the Alliance in good standing are entitled to vote at meetings of the Alliance and are eligible for election to the Board of Directors and to be elected as Officers of the Organization.
Section 4.1 Annual Meeting
The Alliance shall hold at least one annual meeting each year, open to all Members in good standing. The principal purpose of the Annual Meeting shall be to elect the Board of Directors, receive an update from the Board of Directors regarding the previous year’s activities, and discuss the organization’s priorities, activities and concerns for the year ahead. The date, hour, and location of the annual meeting shall be fixed by the Board of Directors, and notice of such shall be given by email no less than thirty (30) days before the meeting. No further notice is required.
Section 4.2 Special Meetings
The Board of Directors may from time-to-time call for a Special Meeting of the Alliance membership. The date and, hour, location, and call-in information shall be given by email no less than thirty (30) days before the meeting. The notice for any special meeting must include the purpose of the meeting. No business may be transacted at a Special Meeting which is not specified in the call for the meeting.
Section 4.3 Quorum
At Annual or Special meetings of the Alliance, 3% of Members of the Alliance in good standing, represented in person or by proxy, shall constitute a quorum. All Members in good standing present at such meeting may vote on matters brought before that meeting. Members who vote by mail, fax, telegram, cablegram, electronic mail or any other means of written or electronic transmission shall be deemed present in person. The affirmative vote of a majority of the voting Members present or represented by proxy at a meeting where a quorum is present is necessary for the approval of any matter voted on by the Members.
Section 4.4 Minutes
Minutes of Annual and Special Meetings will be recorded and kept by the Board of Directors and shall be open to inspection by any Member in good standing of the Alliance.
Section 4.5 Governing Procedures
Meetings of the Alliance, except as otherwise provided in the Bylaws, are to be conducted according to procedures specified in the then most recent edition of Robert’s Rules of Order.
THE BOARD OF DIRECTORS
Section 5.1 Purpose of Board
A Board of Directors shall govern the Alliance. The Board of Directors shall have the authority to make policy for the Alliance and to oversee managerial matters. The Board of Directors may adopt rules, regulations and resolutions consistent with the Bylaws, and may alter, amend, or repeal any rule, regulation, or resolution.
Section 5.2 Number of Directors
The Board of Directors shall consist of no fewer than seven (7), and no more than twenty-one (21) members. Each Director shall be at least twenty-one (21) years of age, and be a resident in the United States, Canada or Mexico. Each member of the Board of Directors shall have one vote.
Section 5.3 Nomination
Any person desiring to be elected to serve as a Director or to elect another person to serve as a Director of the Organization shall submit a nomination to the Board of Directors or to a Nominating Committee if such a Committee is established. If a Committee for such purpose is established, then that Committee shall accept and review nominations and determine which nominations shall be submitted to the membership of the Film Festival Alliance for a vote consistent with the nominations policy of the Organization.
Section 5.4 Notice of Candidates
A list of the candidates selected to be considered for election to the Board of Directors shall be sent to the membership of the Alliance at least thirty (30) days prior to the Annual Meeting.
Section 5.5 Petition
Any member in good standing may petition to nominate themselves or another person to be included on the ballot for election to the Board of Directors. Any such petition must be made in writing, include the signatures of at least twelve (12) other members in good standing, and be sent to one of the Officers of the Organization no later than thirty (30) days before the Annual Meeting.
Section 5.6 Election
If no valid petitions are received, an uncontested election will result. The President of the Board of Directors shall cast a single ballot for a single slate thereby completing the election. In the case of a contested election, ballots, listing such candidates together with those of any candidates nominated by petition, shall be distributed to all members at least seven (7) days prior to such meeting. The candidates for each position shall be listed on such ballots in alphabetical order with an indication of which candidates were nominated by the Nominating Committee and which by petition. Voting may be conducted by mail, fax, electronic mail, or any other means of electronic or faxed transmission as determined by the Board of Directors. In the event of a tie vote, the Board of Directors shall, by secret, written ballot at its next meeting, determine the winner from among those candidates in the tie position. Results of the elections of Officers and members of the Board of Directors shall be announced at the annual meeting directly following such elections. The Board of Directors is authorized to settle disputes that may arise under this section of the Bylaws.
Section 5.7 Tenure
The term of office of Directors shall expire at the end of three years. A Director may be elected to serve a second three-year term by a majority of the voting members of the Film Festival Alliance present or participating at the annual meeting. No person may be elected as a Director of the Organization for more than two consecutive, full terms without a break in service of at least one year following the second full term.
Section 5.8 Ex Officio Members
The Organization may establish Ex Officio membership on the Board of Directors, either voting or non-voting, as the Board determines, for good cause. Any Ex Officio membership so established shall be done for the purpose of promoting and advancing the outreach and financial interests of the Organization.
Section 5.9 Vacancies
Newly created Directorships resulting from an increase in the number of Directors or vacancies occurring in the Board for any reason may be filled by a vote of the Board of Directors as set forth in Section 5.15, provided that such vacancies shall be filled by appointment only until the next regular election, when candidates for the remainder of the unexpired terms shall be nominated and elected in the regular way.
Section 5.10 Resignation and Removal
A Director may resign at any time by giving written notice to the Board, the President, Vice President, Secretary or Treasurer of the Organization. Unless the notice specifies a later date, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective. Directors may be required to meet certain standards of participation. Any Director may be removed at any time, with or without cause, upon a two-thirds vote of the Board of Directors.
Section 5.11 Regular Meetings
Regular meetings of the board shall be held. There shall be no less than four (4) regular board meetings per year. All regular board meetings may be conducted via telephone. In-person regular meetings may be conducted when proper notice is given and a quorum of the Board of Directors can be present to participate.
Section 5.12 Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the request of the President, or any two Directors. All special meetings may be conducted via telephone. In-person special meetings may be conducted when proper notice is given and a quorum of the Board of Directors can be present to participate.
Section 5.13 Notice
Notice of the date, hour, and call-in information of any regular meeting should be noted in the minutes of the previous meeting. Additional notice shall be given by email no less than five days before the meeting. No further notice is required.
Section 5.14 Waiver of Notice
A Director who wishes to waive notice of a meeting must do so by email to the Board of Directors. Alternatively, a Director’s presence at, or participation in, a meeting waives notice unless the Director: (1) objects to holding the meeting and (2) abstains from voting at the meeting.
Section 5.15 Quorum and Voting
A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The affirmative vote of a majority of the Directors present at which a quorum is present shall be the official act of the Board of Directors unless a greater number is required by law. If less than a quorum is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting, until a quorum shall be present. A Director who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such Director’s dissent shall be entered in the minutes of the meeting.
Section 5.16 Participation in Meetings
A Director may vote or act by proxy at any meeting of the Board subject to the Board meeting attendance policy set forth in Section 5.11. Proxies may be solicited only by the Executive Committee. In the event of a vote by proxy, the proxies shall be submitted to the Board President or Secretary by email or in writing no less than 48 hours before the meeting. Directors may participate in any meeting by conference telephone or by any other means through which all Directors in attendance can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
Section 5.17 Compensation
Directors shall not receive compensation for their services as such, although the reasonable expenses of Directors may be reimbursed by the Organization.
Section 5.18 Executive Committee
By one or more resolutions, the Board of Directors may designate from among its members an Executive Committee which may exercise all of the authority of the Board of Directors, except as prohibited by statute. Rules governing procedures for meetings of the Executive Committee of the Board shall be established by the Board of Directors, or in the absence thereof, by the Committee itself.
Section 6.1 Offices, Election and Term of Office
The Board of Directors shall elect a President, Vice President, Secretary, and Treasurer, and such other officers that the Board of Directors may deem necessary who shall have such duties, powers, and functions as hereinafter provided. The principal officers of the Organization shall be elected by the Board of Directors at the annual meeting. Officers’ terms shall begin immediately following the close of the annual meeting. Officers shall hold office until their successors shall have been elected and qualified to assume office. Officers shall be at least 21 years of age, be members in good standing, and be Directors of the Organization. In the event that any officer other than the President is unable to continue to serve, the Board of Directors shall choose from among the Members of the Alliance to appoint a successor to serve until the next election. In the event the President is unable to continue to serve, the Vice President shall serve as President until the next election. No Officer shall be entitled to receive compensation for serving as an Officer.
Section 6.2 Board President
The President of the Board of Directors shall be elected by the Board of Directors and shall preside at all meetings of the Board, see that all orders and resolutions of the Board are carried out and perform all other duties incident to the office of President, and shall serve as a member of the Executive Committee. The Board President is responsible for setting the agenda for all the board meetings. The Board President shall serve a one-year term and may be elected to a second one-year term. The Board President’s term may exceed two years only in extraordinary circumstances.
Section 6.3 Vice President
In the absence of the President, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform other such duties as from time to time may be assigned by the President or by the Board of Directors, and shall also serve as a member of the Executive Committee.
Section 6.4 Secretary
The Secretary shall be custodian of the corporate records and of the seal of the Organization. The Secretary shall also review and keep records of the minutes, contracts and records of the Organization. The Secretary shall also serve as a member of the Executive Committee.
Section 6.5 Treasurer
The Treasurer shall be the custodian of the correct books and records of account in the principal place of business of the Organization, have custody of and be responsible for the delegation of responsibility for all funds and securities of the Organization, and render to the Board of Directors at any time an account of all the transactions and the financial condition of the Organization, as well as perform other duties as may be assigned by the President or the Board of Directors. The Treasurer shall also serve as a member of the Executive Committee.
Section 7.1 Scope and Duties
The Board of Directors may employ an Executive Director who, under the general supervision of the Board of Directors shall be responsible for the day-to-day operations of the Alliance and its committees, implementing its policies and managing its programs. The Executive Director may be a principal spokesperson for the Alliance. The Executive Director may employ, supervise and terminate personnel for the Alliance.
Section 7.2 Organizational Role
The Executive Director shall serve at the pleasure of the Board of Directors. He or she shall have the right to attend all meetings of the Alliance and of the Board of Directors, but shall not be entitled to vote. The Executive Director shall not be an officer of the Alliance.
COMMITTEES AND OTHER ENTITIES
Section 8.1 Composition and Role of Committees
There shall be such Committees as a majority of the Board of Directors, by a resolution of the Board, may from time to time determine to be necessary or useful for the governance of the Alliance and to assure ongoing attention to the timely and appropriate development of Alliance policies and programs. Appropriate areas of interest for such Committees may include, but shall not be limited to, finances, fundraising, ethics, publications, professional relations and program planning. The activities of such Committees should not interfere with the operations of the Alliance’s staff on a routine basis but should offer the broadest possible guidelines to ensure that the policies and programs adopted are within the Alliance’s capabilities and responsive to the needs of the film festival profession.
Section 8.2 Committee Leadership
The President shall appoint the Committee Chair and members of each Committee and shall be an ex-officio member of each such Committee.
Section 8.3 Committee Membership
Anyone, whether or not he or she is a member in good standing, may serve on a Committee established by the Board of Directors. However, at least two members of the Alliance Board of Directors shall serve on any Committee that may exercise the authority of the Board. The term of each such Committee, and all appointments thereto, shall cease with the term of the appointing President.
FINANCES AND ACCOUNTING
Section 9.1 Financial Role of Board
The Board of Directors shall in particular be responsible for the prudent stewardship of the fiscal resources of the Alliance and shall require and inspect a detailed accounting of the state of the Alliance’s financial affairs annually and at such other times as it may deem proper.
Section 9.2 Contracts
Subject to Section 4.2 below, the Board of Directors may authorize any officer or officers, or the Executive Director of the organization, or the Executive Director’s specifically designated agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Organization.
Section 9.3 Loans
No loans shall be contracted on behalf of the Organization and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.
Section 9.4 Checks, Drafts, etc.
All checks, drafts and other orders for the payment of money, notes or other evidences of indebtedness, issued in the name of the Organization, shall be signed by such officer or officers, Executive Director, agent or agents, of the Organization in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 9.5 Deposits
All funds of the Organization not otherwise employed shall be deposited from time to time to the credit of the Organization in such banks, trust companies or other depositories as the Executive Committee may select.
Section 9.6 Surety Bonds
The Board of Directors may require any officer or agent of the Organization to execute a bond in such sums and with such sureties as shall be satisfactory to the Board, conditioned upon the faithful performance of such person’s duties and for the restoration to the Organization of all books, papers, vouchers, money and other property of whatever kind in such person’s possession or under such person’s control belonging to the Organization.
Section 9.7 Employee Contracts
The Board of Directors may hire the Executive Director and/or consultants as such persons are necessary to accomplish the purposes of the Organization.
BOOKS, RECORDS AND FISCAL YEAR
Section 10.1 Books and Records
The Organization shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, and shall keep a record giving the names and addresses of the Directors.
Section 10.2 Fiscal Year
The fiscal year of the Organization shall be January 1 through December 31 of each year, and may be altered by the Board of Directors.
The invalidity of any provision of these bylaws shall not affect the other provisions hereof, and in such event these bylaws shall be construed in all respects as if such invalid provisions were omitted.
The Bylaws may be amended, repealed, or adopted by the act of the Board of Directors at any regular or special meeting.
TERMINATION OF EXISTENCE
Should the Alliance at any time terminate or cease to exist and function, the title to all its assets of whatsoever kind shall be transferred to another 501(c)(3) organization to be determined by the Board of Directors.