The Bylaws below were developed by combining draft ITVA-DC Bylaws from the spring of 2007 with Bylaws drafted for TIVA-DC by our law firm, Dorn & Klamp, P.C.  These were reviewed in a Board meeting on Oct. 23, written up, then reviewed and revised on Oct. 28.  The revised Bylaws were reviewed by Maya Grassi of Dorn & Klamp, P.C.  Her minor revisions were accepted by the TIVA Board and the new Bylaws formally adopted on 11/14/07 with several additional amendments.

BYLAWS

OF

TELEVISION, INTERNET, & VIDEO ASSOCIATION

OF DC, INC.

The Television, Internet, & Video Association of DC, Inc. (hereinafter “TIVA-DC”) shall be operated exclusively for educational, scientific and charitable purposes, including lessening the burdens of government, within the meaning of § 501(c)(3) of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (“the Code”).  The specific purposes of TIVA-DC shall be:

(i)  to offer annual competitions and scholarship awards programs for students and media professionals;

(ii)  to mentor students in high school programs as well as those in accredited undergraduate and graduate media programs;

(iii)  to provide leadership, educational and networking opportunities for metro DC area mediamakers, thereby promoting professionalism in our media community and enhancing the community’s status and public recognition.

(iv)   for any other lawful purpose consistent with the provisions of this article and the rules governing Section 501 (c)(3) of the Internal Revenue Service Code; and

(v)   for any other lawful purpose consistent with the provisions of the Articles of Incorporation or these Bylaws.

Section 1:  Classifications of Membership

There shall be three (3) classifications of membership in TIVA-DC, the benefits of which shall be established by the Board of Directors of TIVA-DC (the “Board”) and may be modified from time to time as provided further herein.  The three classifications of TIVA-DC membership are hereby designated and defined as follows:

i) Corporate Membership.  A corporate membership may be held by any organization or individual working in, using or having an interest in the film, video or multimedia production or communications field and wishing to enjoy the benefits of corporate membership.  Included in those benefits are the right to hold a set number of professional memberships in TIVA-DC for named employees of the member organization, and recognition of the organization’s corporate member status in TIVA-DC publications.

ii) Professional Membership.  A professional membership in TIVA-DC may be held by any individual who works in, uses or has an interest in the film, video or multimedia production or communications field.

iii) Student Membership.  A student membership may be held by any individual who is enrolled as a full-time student in a high school, college, graduate or postgraduate academic program.  Proof of enrollment in such program must be provided upon application for student membership and on each annual renewal date.  The validity of proof of enrollment is subject to verification by the Board of Directors of TIVA-DC, which shall have sole discretion to grant or deny a student membership.

The TIVA-DC  Board shall have authority to determine the benefits available to each type of membership in TIVA-DC and the fees charged for those benefits.  Any change in benefits or fees for membership must be adopted by two thirds vote of the Board.  The Board may also establish new levels of membership by two thirds vote of the Board if it determines that said new levels of membership would serve TIVA-DC’s interests.

Section 2:  Benefits of Membership

All members of TIVA-DC in good standing shall be entitled to the full benefits of TIVA-DC membership for their respective classifications of membership as those benefits are determined by the Board, and shall be eligible to vote in TIVA-DC elections subject to the provisions of these Bylaws.  All members of TIVA-DC in good standing shall be entitled to serve as members of the Board or as Officers of TIVA-DC subject to the provisions of these Bylaws, with the exception that student members may not run for or be elected to the Board.

Section 3:  Term of Membership

Membership shall become effective upon notification to the applicant of acceptance of the applicant’s membership application by the Association and shall terminate on the last day of the month of the effective anniversary date of membership unless renewed or terminated earlier as provided for in these Bylaws.

Section 4:  Application for Membership

Any individual or organization seeking the benefits of membership in TIVA-DC shall apply for said benefits by providing the name of the individual or organization requesting those benefits and such contact and professional information as TIVA-DC may require.  Every application for membership shall be accompanied by payment appropriate to the classification of membership requested.

Section 5:  Rejection, Suspension and Termination of Membership

Rejection.  TIVA-DC may reject the membership application of an individual or organization if accurate information is not provided on the application, if payment in full is not rendered with the application or if the applicant does not meet the membership requirements described in these Bylaws.  Any individual or organization feeling that his/her/its application for membership has been unjustly rejected may appeal to the Board.  The decision of the Board in such an appeal shall be final.

Discipline, Suspension and Termination.  Any member or member organization violating or failing to comply with these Bylaws, including, but not limited to, provisions regarding membership requirements and observance of the policies of TIVA-DC, or behaving in a manner that is deemed detrimental to TIVA-DC, may be disciplined, suspended or expelled from TIVA-DC by a two thirds vote of the Board.

Due Process.  Any member or member organization accused of violating or failing to comply with these Bylaws or of behaving in a manner detrimental to TIVA-DC, except in the case of a failure to pay dues, shall receive written notice not less than ten (10) days prior to a meeting of the Board.  The member or member organization shall have an opportunity to present evidence regarding same.  Any decision of the Board in such a case shall be final.

TIVA-DC shall apply these Bylaws and every one of its rules and procedures in a fair and impartial manner, and shall not discriminate unfairly against any individual, group or organization, whether on the basis of race, national origin, gender, sexual orientation, party affiliation, religion, belief or any other basis.  Any complaint of unfair discrimination may be brought by any individual, group or organization directly to the Board at any time, and shall be addressed promptly by the Board.  The Board shall have sole discretion to redress any claim of unfair discrimination, and its decision regarding any such claim shall be final.

Section 1:  Elected Officers

Subject to the provisions contained herein, the Board of TIVA-DC shall consist of the following:

Officers.

(i)   President

(ii)   Vice President

(iii)   Secretary

(iv)   Treasurer

Board Members At Large.  Subject to the provisions contained herein, the Board  shall consist of 15 elected members, including the officers listed above.

Ex-Officio Members.  The Board may create ex-officio positions by an affirmative vote of two thirds of the entire Board.  Ex-officio positions may either be voting or non-voting, but must be designated as voting or non-voting by the Board at the time of their creation or, if later and if an ex-officio position is to be a voting position, at least five business days prior to any Board vote in which the person holding the ex-officio position votes.

Section 2:  Eligibility for Office

Any member of TIVA-DC in good standing may run for, be elected to and serve on the Board subject to the rules for elections and the requirements of service on the Board as specified herein, with the exception that no student member may run for, be elected to or serve on the Board.

Section 3:  Terms of Office

Elected Members of the Board.  The terms of office for all elected members of the Board, whether Officers or Board Members At Large, shall commence with the first Board meeting following the counting of election ballots and run for one full calendar year from that date in the case of one-year terms, and twice that period in the case of two-year terms.

Ex-Officio Members of the Board.  The terms of office of ex-officio members of the Board shall be set by a two thirds vote of the entire Board, and may be changed at will by two thirds vote of the entire Board.

Section 4:  Powers

The Board shall be the policy-making body of TIVA-DC, and shall have the authority to interpret the Bylaws and oversee the execution of all operations of TIVA-DC.  This authority shall include:

• Review of membership standards and benefits
• Management and oversight of TIVA-DC finances
• Approval of dues, fees, budgets and events
• Definition and implementation of election procedures
• Engagement of any paid staff, contractors or service providers
• Any function not otherwise specified by these Bylaws that may be necessary for the ongoing activities of TIVA-DC. 

The Board may take any actions it deems necessary and valid for the advancement of TIVA-DC as a whole consistent with these Bylaws, including, without limitation, the adoption of any names, marks and logos that it deems appropriate.

Section 5:  Operations

Regular Meetings.  The Board shall meet monthly at least ten (10) months a year.  The date for these meetings shall be set by the President at least ten (10) business days in advance and chosen to permit as many members as possible to attend.  Prior to all regular meetings, all members of the Board shall be provided with (A) an agenda for the meeting, and (B) copies of the financial statements of TIVA-DC for the preceding month.  This shall not preclude other topics from being introduced and action being taken during the meetings, at the discretion of the President or Member in charge of the meeting.  Any Board member wishing to add an item to the agenda for a Board meetings shall submit it in advance of the Board meeting to the President, and no item so submitted shall go unaddressed by the Board for more than three (3) months.  Participation and voting via teleconference by Board members who cannot attend a meeting in person shall have the same validity as participation in person.

Special or Emergency Meetings.  Special or emergency meetings of the Board may be called by two thirds of the Board and/or the President upon not less than three (3) business days’ notice, provided that notice is provided via e-mail or telephone to all Board members.  Special or emergency meetings may be called on shorter notice if the period of notice is waived by all voting members of the Board.

Emergency Votes and Actions.  On a matter of extreme urgency to TIVA-DC, an emergency vote of the Board may be called with little or no notice by the President or by two thirds of the entire Board and may be conducted via telephone or electronic mail if necessary.  Any such emergency vote or action must be described and explained at the next Board meeting for the benefit of any Board members who did not participate in it, and may be overridden by two thirds of the entire Board.

Quorum.  A simple majority of the Board, excluding voting ex-officio members, shall constitute a quorum.  Approval by simple majority vote of all members present and voting shall be sufficient to pass any and all motions before the Board except where these By-Laws provide otherwise.

Supermajority.  Where a supermajority vote of the Board is required by these Bylaws, such as in the case of a vote by two thirds of the Board, the fraction of the Board required for the vote shall be a fraction of the entire Board currently holding office, not merely a fraction of those Board members present at the time of the vote, unless specified otherwise herein.

Proxy.  Voting by proxy shall be permitted in matters addressed by the Board unless specifically prohibited for each vote by a majority of Board members present and voting, excluding ex-officio members.

Access to the Board of Directors.  Meetings of the Board shall be open to all members of TIVA-DC except in cases in which the Board declares itself in Executive Session.  Individuals who attend Board meetings and who are not members of the Board may request the right to address the Board, which right shall not be unreasonably refused.

Executive Sessions.  The Board may declare an Executive Session at its discretion for purposes of a particular discussion or vote or for purposes of an entire meeting.  A two-thirds vote of all members present and voting, excluding ex-officio members, shall be required to declare an Executive Session.

Section 6:  Responsibilities of the Board of Directors

President:

• In consultation with the Vice President and the rest of the Board of Directors, establishes TIVA-DC initiatives and oversees TIVA-DC programs and objectives.
• Works with the Treasurer and the Membership and Sponsorship Committee Chairs to develop and meet TIVA-DC financial goals.
• Sets agendas for and presides at meetings of the Board of Directors in accordance with these Bylaws; if unable to attend a Board meeting due to unusual circumstances, the President may on rare occasions designate the Vice President, the Treasurer or the Secretary, in that order, to preside at the meeting.
• Supervises the work of paid TIVA-DC staff (if any), contractors and Support Team members. 
• Serves as spokesperson for TIVA-DC and as liaison to allied production industry organizations and governmental entities. 
• With the Vice President, examines and approves, rejects or modifies all official statements and positions of TIVA-DC, whether printed, electronic or spoken, prior to public release.
• During term of office, is ultimately responsible for the public image of TIVA-DC.
• For one year following the expiration of his/her term of office, is known as President Emeritus and makes himself/herself available as an advisor to the new President and the Board. 
  

Vice-President: 

• Assists the President in all Presidential duties as needed and handles presidential duties when the President is temporarily unavailable. 
• Serves in such additional capacities as the Board may authorize. 
• Through assistance provided to the President, learns the President’s job so as to be able to serve as President in the future.
  

Treasurer:

• Recommends financial policies and procedures, and leads the budget development process.
• Works with Board Committees to develop and maintain a budget and financial procedures for major initiatives.
• Conducts periodic review of invoices and financial reports.
• Safeguards TIVA-DC's financial interests by keeping an eye on the organization’s bottom line in all areas.
• Answers questions that arise relating to TIVA-DC finances
• Oversees the work of the TIVA-DC accountant
• Presents monthly financial reports to the Board. 

Secretary:

• Takes minutes of TIVA-DC meetings and circulates same to Board members.
• Monitors Board compliance with TIVA-DC By-Laws at Board meetings and at all other times, and reports all non-compliance to the entire Board.
• Maintains copies of each meeting’s minutes along with other basic documents of TIVA-DC, and responds when questions arise as to such documents and prior Board decisions or discussions.
• Monitors and distributes incoming TIVA-DC mail as necessary. 
• Responds to general written inquiries sent to TIVA-DC; polices iForum and posts notices to the listserv regarding events and offers that come to TIVA-DC’s attention. 
• Sends pre-approved messages regarding TIVA-DC events out to TIVA-DC e-mail list and other listservs and information outlets.

Board Members At Large:

• Work with Officers to oversee the organization’s operations and accomplish the responsibilities of the Board.
• During first year in office, chair or serve on at least one TIVA-DC committee; during subsequent years in office, chair a committee, serve as an Officer or undertake a responsibility of comparable importance for TIVA-DC.
• Regularly attend TIVA-DC events.
• Organize at least one regular event each year.
• On a rotating basis, bring food and drink to events and Board meetings.
• Contribute to the newsletter by writing at least two articles each year.
• Recruit new Board members and Committee volunteers.
• Recruit and act as liaison with TIVA-DC Sponsors as specified further herein.

Section 7:  Fundraising Obligation

Board members who are not Officers or Committee Chairs are required to raise a minimum of $2,000 in cash revenues for TIVA-DC each year that he or she is in office, whether through sale of professional and montly meeting sponsorships, memberships, advertising, or other readily measurable means.

Section 8:  Length and Number of Terms

Length of Terms:  Each candidate for the Board, including Officers, must declare whether he or she is running for a one or two-year term of office at the time he or she declares his or her candidacy.  If a Board member’s previous term of office is expiring, he or she must either run for office again or step down.

Number of Terms:  Officers may serve for up to the equivalent of two consecutive two-year terms (a maximum of four years) in the same capacity.

Section 9:  Attendance Requirements

Regular, timely attendance at Board meetings is required of all Board members.  Board members who cannot attend in person should participate via speakerphone if at all possible in accordance with these Bylaws.  At the discretion of the Board, missing four Board meetings in a year is grounds for removal from the Board.

Section 9:  Standards of Conduct, Methods of Removal, Replacement Procedures

Standards of Conduct:  Every member of the Board shall comport himself or herself at all times, whether at a Board meeting, a TIVA-DC function or elsewhere, in a manner that reflects well on TIVA-DC, and shall endeavor at al times to uphold a positive image of the Association, its activities and its Board.  Every member of the Board shall serve TIVA-DC with the highest degree of undivided duty, loyalty, and care and shall undertake no enterprise to profit personally from their position with TIVA-DC.  No Officer or Board member shall receive any payment of honoraria for their service as Directors or Officers.  Members of the Board shall have no direct or indirect financial interest in the assets or leases of TIVA-DC.  Any Director who individually or as part of a business or professional firm is involved in the business transaction or current professional services of that organization shall disclose the existence and nature of his or her financial interest and all material facts to the Board; the interested member may make a presentation at a Board meeting or committee meeting, but after such presentation, shall not participate in any deliberation or vote taken with respect to such transactions or services.  Violation of the standards of conduct herein shall be grounds for removal from the Board.

Removal:  Any Officer or Board Member at Large may be removed from the Board for failure to meet the requirements of his or her office.  Removal may be accomplished by a vote of two thirds of the entire Board.  Prior to such a vote, the Officer or Board Member at Large may request an investigation of the complaint(s) against him or her by a subcommittee of the Board and/or may speak in his or her own defense at the Board meeting where such a motion is being considered.  Any decision of the Board in such a case shall be final.

Replacement:  If a member of the Board is unable or unwilling to fulfill his or her responsibilities for the remainder of a term of office or is removed, the Board shall approve another Member of the Association to serve until the next annual election by majority vote, except as specified otherwise herein.

Section 10:  Officer Incapacity

President.  In the event that the President should be unable to complete a full term in office, whether because of removal from office or due to other unforeseen circumstances, the Vice President shall automatically assume and be granted all rights and responsibilities of the President’s position.  In the event that the Vice President is unable to serve as President, the Treasurer shall automatically assume and be granted all rights and responsibilities of the President’s position, and in the event that the Treasurer is unable to serve as President, the Secretary shall automatically assume and be granted the President’s rights and responsibilities.  In the event that no Officer is able to assume the President’s position, the Board shall appoint a President by two-thirds vote of the entire Board.

Other Officers.  In the event that the Vice President, Treasurer or Secretary should be unable to complete a full term in office, whether because of removal from office or due to other unforeseen circumstances, the Board shall have discretion to appoint a replacement from the existing Board or from TIVA-DC’s membership by two-thirds vote of the entire Board.

Section 11:  Committees

Standing Committees:  The standing committees of TIVA-DC shall be as listed below unless voted otherwise by two-thirds vote of the entire Board.  The President shall appoint the Chair of each committee, and each Chair shall serve at the pleasure of the President.

• Competition Committee (e.g., Peer Awards, Peer Promise)
• Education/Outreach Committee (e.g., grant oversight, educational programs)
• Financial Development Committee (professional and monthly meeting sponsorship)
• Government Video & Technology Expo Committee
• Marketing Committee (e.g., branding and web site)
• Membership Committee
• Programming Committee (e.g., meetings and special events)
• Publications Committee (e.g., newsletter and other printed materials)
• Volunteer Committee (e.g., monthly membership meetings and Peer Awards)
  

Organization and Reporting:  Each committee Chair shall identify, assemble and oversee the work of the members of his or her committee, and shall establish committee operating procedures.  It shall be the responsibility of the Committee Chair to report regularly and accurately to the Board on all committee activities and expenditures.  All committee activities and expenditures shall remain subject to Board approval at all times (eg: All Monthly Meetings must be proposed and approved two months prior to the month they need to appear in the Newsletter, All Location Rental and Catering Contracts must be reviewed and approved two months prior to the month the event will appear in the Newsletter).  During intervals between Board meetings, all Committee activities and expenditures shall be subject to the approval of the President, or, when the President is unavailable, to the approval of, in descending order of authority, the Vice President, the Treasurer or the Secretary.

Temporary Committees and Taskforces:  Subject to Board approval, the President may create other committees or taskforces on an as-needed basis, either on his/her initiative or in response to a request from the Board or from TIVA-DC’s membership.  Said committees and taskforces shall be considered temporary and subject to renewal annually by majority vote of the Board.

Section I.  Eligibility and Declaration of Candidacy

Eligibility:  Any Member of TIVA-DC in good standing may be elected to the Board, with the exception that student members may not run for, be elected to or serve on the Board.

Declaration of Candidacy:  Every candidate for membership on the Board is required to submit his or her name; contact information; description of professional experience in the media communications industry and/or in TIVA-DC or similar organizations; reasons for running for the Board; position sought on the Board; and term of office sought.  All such information must be submitted in the manner and time frame established by the Board of Directors.

Section II.  Nominating Committee

Composition:  The Nominating Committee shall be composed of at least two (2) members of the Board of Directors and two (2) members of the Advisory Council chosen by the President and approved by the Board by majority vote.

Responsibilities:

(i)   In advance of TIVA-DC’s elections, identify qualified candidates for President, Vice President, Treasurer and Secretary from among existing Board members and TIVA-DC’s membership and encourage them to run for office;

(ii)  Review all declarations of candidacy for membership on the Board to evaluate the candidates’ eligibility and credentials for service as Board members.

(iii)   Propose a slate of Officers to be voted on in TIVA-DC’s election, striving to present at least one qualified candidate for each Officer’s position.

Section III.  Procedures

Timing:  TIVA-DC elections to the Board shall be held annually.  Election deadlines and voting procedures shall be established and announced by the Board by the Spring of each year, and declarations of candidacy shall be accepted in the late Spring and early Summer.  Elections shall be held in the early Fall, and Board member terms of office shall begin by no later than October.  Any changes to this timetable must be approved by two-thirds vote of the entire Board.

Eligibility:  Any member of TIVA-DC in good standing may vote in a TIVA-DC election.

Selection of Candidates:

• All candidates for the Board of Directors who have been confirmed to be members of TIVA-DC in good standing shall be presented to and voted on by the membership.
• Candidates for President, Vice President, Treasurer and Secretary who have been identified by the Nominating Committee and approved by the Board of Directors shall be presented and voted on separately.  A candidate who runs for but is not elected to an Officer’s position may still be elected to be a Board Member at Large.
• TIVA-DC members wishing to declare their candidacy as an officer or member at large of the Board of Directors shall do so in the timeframe established by the Board.  All such candidates will be presented to the membership on the election ballot, unless the Board determines they are unqualified or inappropriate candidates.  If no one has declared their candidacy for an officer position, the Board may solicit candidates for that position before the election or appoint one of the members at large to that position after the election.

Eligibility to Vote:  Subject to any provision to the contrary contained in these Bylaws, all members of the Association in good standing as of the end of the calendar month preceding the date the ballots are mailed shall be eligible to vote.

Voting Procedures:  Voting procedures shall be established by the Board to assure that only members in good standing can vote and that election ballots are not duplicated or falsified.

Election Results:

• The existing Board shall tabulate all ballots properly submitted by the announced voting deadline.
  
  

•  Candidates for the Board and for Officer positions must receive the support of at least 10% of TIVA-DC’s membership in order to be entitled to take office.  Provided that they receive that support, however, they may win over other candidates for the same position by a simple plurality.
  
  

• Those candidates receiving less than 10% support of TIVA-DC’s membership are subject to approval by a two-thirds vote of the entire existing Board.  Among the factors that the Board shall consider in evaluating any candidate is whether the candidate has done any work for TIVA-DC in the past and/or demonstrated a willingness to volunteer time and effort for the organization.
  
  

• The vote of TIVA-DC’s membership shall be considered sacrosanct.  In the event, however, that reliable information should come to the attention of the Board between the time that an individual declares candidacy for the Board and the time that said individual is elected to the Board that casts grave doubt on the ability or willingness of the individual to comply with TIVA-DC’s Bylaws, preserve the good reputation of TIVA-DC and/or act in TIVA-DC’s best interests, the Board may request that the individual present himself or herself for an interview with the Board, and may, at its sole discretion, override the vote of TIVA-DC’s membership and nullify the election results with respect to said individual by three-fourth’s vote of the entire Board.
  
  

• Candidates who are not elected to the Board may, at the discretion of the President or the committee Chairs, be asked to serve on one of TIVA-DC’s committees.  (Participation in a committee does not require Board membership.)

 ARTICLE VI
Advisory Council

Section 1:   Establishment and purpose

The TIVA-DC Board shall appoint an Advisory Council which shall:

(i)   Provide an external perspective to help guide the Board in decision-making

(ii)   Act as liaison between TIVA-DC and its various constituencies

(iii)  Support development efforts of TIVA-DC

(iv)  Act as a repository of TIVA-DC’s institutional memory, and

(v)   Assist with recruiting efforts.

Section 2:  Membership

The Advisory Council shall consist of up to twenty (20) persons.  Composition shall be as follows:

• One representative from each of TIVA-DC’s Platinum and Gold sponsors, to be chosen by each Platinum and Gold sponsor and identified to TIVA-DC;
• Experienced educators and notable members of the Metropolitan Washington, DC secondary and university educational system, to be nominated by two-thirds vote of the entire Board;
• Notable members of the Metropolitan Washington, DC media and media production communities, to be nominated by two-thirds vote of the entire Board; and
• Past Officers of TIVA-DC, to be nominated by two-thirds vote of the entire Board.  
  

Nominees accepting service on the Advisory Council shall be announced to TIVA-DC’s membership, and the members of all currently serving members of the Advisory Council shall be published in each issue of TIVA-DC’s newsletter and in the organization’s other principal publications.

Section 3:  Term of Service

Each TIVA-DC Platinum or Gold sponsor shall have the right to place one representative on the Advisory Council for the life of the sponsorship, and may change representatives at will.  The term of service for all other members of the Advisory Council shall be two years from the date of their acceptance of the Board’s nomination, and may be renewed for additional two-year terms by two-thirds vote of the entire Board.

Section 4:  Removal

Membership on the Advisory Council shall be considered an honor that is not to be bestowed lightly and is not to be withdrawn except in extreme circumstances.  In the event, however, that the Board concludes that the continued membership of an individual on the Advisory Council is grievously detrimental to the operation of the Advisory Council or is causing harm to the operations or reputation of TIVA-DC, the Board may remove said individual from the Advisory Council at any time by two-thirds vote of the entire Board.

Section 4:  Meetings

Meetings of the Advisory Council shall be convened by TIVA-DC at least twice per year on a schedule determined by the current Officers of TIVA-DC in consultation with Advisory Council members.  At each meeting of the Advisory Council, the current Officers of TIVA-DC shall report to the Advisory Council on TIVA-DC’s status, recent achievements and plans, and solicit the Advisory Council’s advice.

Section 1:  Responsibilities

The Executive Director, if any, shall manage and direct all activities of TIVA-DC, subject to the policies and direction of the Board of Directors.  He/she may sign in the name of and on behalf of TIVA-DC any contracts or agreements authorized by the Board of Directors.  The Executive Director shall be the chief salaried employee and the principal administrative officer of TIVA-DC.

Section 2:  Relationship to Board of Directors

The Executive Director shall serve as a non-voting, ex-officio member of the Board of Directors; provided, however that by designation by the President or vote of the Board, all or a portion of a meeting of the Board may be held in executive session without notice to, or the presence or participation of the Executive Director.  The Executive Director shall serve at the pleasure of the Board of Directors.

The Board of Directors shall indemnify all Officers, Directors, committee members, and employees of TIVA-DC to the fullest extent permitted by the laws of the District of Columbia.  TIVA-DC shall be entitled to purchase insurance for such indemnification to the full extent as determined from time to time by the Board of Directors. 

Section 1:  Financial Management and Reporting

Financial Management:  While it shall be the job of the President to provide TIVA-DC with fiscally prudent leadership, and while it shall be the job of the Treasurer to recommend financial policies and procedures, the Board shall remain ultimately responsible at all times for management and oversight of Association finances.

Financial Records and Reporting:  TIVA-DC shall maintain books of account for all income and expenditures.  Each month, the Treasurer shall submit a Financial Report to the Board.  The Association shall also make any and all reports and filings required by federal, state and local law.

Investments:  The Board shall be empowered to make prudent investments of the funds of the Association solely for the benefit of the Association as a whole, provided such investments are in accordance with governing state and federal laws.  No member of the Board or employee of TIVA-DC shall be permitted to profit personally, whether directly or indirectly, from the investment of funds of the Association.  Under no circumstances shall TIVA-DC funds ever be commingled with the funds of any other entity for any purpose whatsoever.

Payments:  All payments for a given purpose by TIVA-DC totaling over $250.00 must be approved in advance by TIVA-DC’s President, Vice President (under delegated authority from the President) or Treasurer, whether in ink or via electronic communications.  All payments for a given purpose by TIVA-DC totaling over $1,000.00 must be approved in advance by majority vote of the Board.  If Board authorizes an ongoing stream of payments, e.g., for newsletter printing, separate approval is not required for individual invoices.  In the event that time does not permit prior Board approval of payments for a given purpose totaling over $1,000.00, the President, Vice President (under delegated authority from the President) or Treasurer may approve the expenditure of up to $3,000.00, but must report said expenditure to the Board in writing as soon as possible thereafter and must also report the expenditure at the next Board meeting for the benefit of anyone who may have missed the written report.

Section 2:  Dues and Fees

Dues:  Membership dues for all classifications of membership shall be established by a two-thirds majority vote of the entire Board.

Fees:  Additional fees to cover the cost of meetings, advertising in TIVA-DC publications and for special projects shall be established by the Board as may be necessary.

Section 3:  Sponsorship

Benefits of Sponsorship:  The Board of Directors shall establish different standard levels of sponsorship, including Platinum, Gold, Silver and Bronze sponsorships and such other levels of sponsorship as the Board may deem necessary and appropriate, and shall further establish the standard costs of those levels, as well as guidelines for the benefits of each level of sponsorship.  Sponsorship benefits may include but are not limited to recognition in TIVA-DC publications and at TIVA-DC events.  Sponsorship funds shall be used solely for the benefit of TIVA-DC and the furtherance of TIVA-DC objectives as set forth in these Bylaws and interpreted by the Board.

Eligibility:  A sponsorship of TIVA-DC may be held by any organization or individual working in, using or having an interest in the film, video or multimedia production or communications field and wishing to support TIVA-DC and enjoy the benefits of the different levels of TIVA-DC sponsorship.

Sponsorship Agreements:  The terms of every sponsorship shall be negotiated individually between one or more members of the Board and the sponsoring entity, and when approved, shall be memorialized in a written agreement between and signed and dated by duly authorized representatives of TIVA-DC and the sponsoring entity.  A fully executed original of the sponsorship agreement shall be provided to the sponsoring entity, and another fully executed original shall be kept by the TIVA-DC Secretary with all other TIVA-DC records.  The Secretary shall ensure that the President and the Sponsorship & Advertising Committee Chair each have photocopies of every TIVA-DC sponsorship agreement currently in force.

Approval of Sponsorships:  Every sponsorship relationship between TIVA-DC and any other entity shall be subject to prior approval of the Board by majority vote, and no individual shall be empowered to bind TIVA-DC to a sponsorship relationship without prior Board approval.

Section 4:  Pricing

The Board shall have sole authority to establish prices for the sale of advertising in TIVA-DC’s printed and electronic publications, for subscription to or purchase of the publications themselves, for admission to TIVA-DC regular and special events, and for all other TIVA-DC services for which fees are charged.  In the event that time does not permit a Board vote on the establishment of particular prices or rates, the President, Vice President (on authority delegated by the President) or Treasurer may establish or approve said prices or rates, provided that they solicit Board opinion of said prices or rates via telephone or e-mail in advance if reasonably feasible and provided that, in any event, they inform the Board of such rates promptly thereafter in writing and also report same at the next Board meeting for the benefit of anyone who may have missed the written report.

Section 5:  Fiscal Year

The fiscal year of TIVA-DC shall be January 1 through December 31.

Except where they may be in conflict with the Articles of Incorporation or Bylaws, the rules of order in the current edition of Robert’s Rules of Order shall govern the conduct of all meetings of TIVA-DC.

Amendments to these Bylaws may be proposed by any member.  These Bylaws may be amended at any meeting of the Board by a two thirds vote of the entire Board; provided that notice of the proposed amendment, together with a copy thereof, is sent to each Director of the Board by mail or electronic mail at least fifteen (15) days prior to the meeting at which the amendment is to be considered.

Section 1:  Dissolution

A unanimous vote of the entire TIVA-DC Board of Directors may accomplish dissolution.  Upon ratification, the TIVA-DC Board of Directors shall appoint a trustee who shall be responsible for the administration of the dissolution of the Association.

Section 2:  Dissolution Committee

The TIVA-DC Board of Directors shall also appoint a committee of not less than three and not more than five members of the Association, whose responsibility it shall be to notify the members of the dissolution and to represent the interests of the members of the Association to the trustee.

Section 3:  Trustee’s Duties

The trustee shall be responsible for:

(i)   Sale of Assets:  The sale of all assets of the Association at the most favorable free-market price, subject to the approval of the dissolution committee.

(ii)  Settlement of Debts:  Settlement of all debts of the Association, and for reaching an agreed-upon price of settlement with the various creditors should there be insufficient assets to pay all debts in full.

(iii)  Distribution of Remaining Assets:  Devising a formula for the distribution of the remaining assets of the Association, after settlement of all debts and expenses of dissolution.

(iv)  Legal Notification:  Providing all required notification and financial reports to state and federal authorities.

Section 4:  Dissolution Committee’s Duties

The responsibilities of the Dissolution Committee shall include:

(i) Membership Notification:  Notification to the membership of the dissolution action and the rationale therefore; and keeping the membership advised as to the status of the dissolution action and its completion.

(ii)  Valuation of Assets:  Reaching agreement with the trustee on the fair market value of the assets of the Association.

(iii)  Distribution of Remaining Assets:  Reaching agreement with the trustee as to the distribution of the assets of the Association.