Constitution and Bylaws
Click here to read a note from RTDNA Chairman Kevin Benz regarding by-law changes
RADIO-TELEVISION
NEWS DIRECTORS ASSOCIATION
CONSTITUTION AND BYLAWS
(AS AMENDED SEPTEMBER 27, 2011)
ARTICLE I
NAME AND LOCATION
Section 1. Name
The name of this international organization, a non-profit incorporated
association, originally organized as an unincorporated association in 1946,
shall be the RADIO-TELEVISION NEWS DIRECTORS ASSOCIATION, dba RADIO TELEVISION
DIGITAL NEWS ASSOCIATION.
Section 2. Location
Offices of the Association shall be located in the District of Columbia and/or
in such other localities as may be determined by the Board of Directors.
ARTICLE II
OBJECTIVES
The principal goals of the organization are the achievement of high
professional standards of electronic journalism, the exchange of professional
knowledge among members, the promotion of public understanding of electronic
journalism and the fostering of principles of journalistic freedom to gather
and disseminate information to the public.
ARTICLE III
MEMBERSHIP
Section 1 Qualification
The membership of this Association shall be composed of individuals and groups
that have as their goal the improvement of electronic journalism.
Section
2. Active Membership
(a) Any person who is
the news director or the supervisor of the news director, or news manager, or
who otherwise exercises significant editorial supervision for a licensed radio
or television station, cable system, network or other electronic journalism
service, or educators at colleges or universities working with news media or
electronic journalism websites and who spends a majority of his or her time in
the supervision of news programming, or any news staff member who regularly
contributes to news content for any electronic news service is eligible for
active membership. The Board of Directors may determine what responsibilities and
activities constitute the exercise of significant editorial control.
(b) Any person who has held the office of
elected President, Chairman/woman or Treasurer of the Association shall be a
dues-waived Active Member for life.
(c) Each active member
shall have one (1) vote on matters that come before the membership for vote.
(d) Any active member
who becomes unemployed, but who is actively seeking new employment as a news
director or news manager, may continue on the membership rolls of the
Association for a period not to exceed six (6) months after becoming
unemployed. During this period, the
member may enjoy all benefits of membership including eligibility to continue
to serve as a Director of the Association during that six (6) month period.
Section
3. Non-Voting Members
The Board of Directors shall create such subclasses of non-voting membership
as, in its judgment, shall serve the objectives of the Association.
Section 4. Membership Application, Approval and Review
(a) All candidates for
membership shall make written application to the Association International
Office.
(b) The Association
reserves the right of periodic review of each individual’s membership
eligibility.
Section 5. Membership Dues
(a) Dues and admission
fees, if any, shall be established for all classes of membership by the Board
of Directors.
(b) No dues shall be
refunded to any member whose membership terminates for any reason.
Section 6. Membership, Suspension, Removal, Appeal,
Reinstatement and Resignation
(a) Any member of the
Association who is delinquent in dues for a period of thirty (30) days from the
time dues become due shall be notified of such delinquency and suspended from
further member benefits and services. If payment of dues is not made
within the succeeding sixty (60) days, the delinquent member shall be dropped
from the rolls and thereupon forfeit all rights and privileges of membership,
unless such termination, at the request of the member, is waived by affirmative
action of the executive committee or the Board of Directors.
(b) A member, except as
provided in subsection (a) of this section, may for cause be suspended or
removed from membership by a two-thirds vote of the Board of Directors. Notice
of the consideration of such action shall be given the member concerned thirty
(30) days prior to the intended meeting of the board, and said member shall
have the right to provide oral and written testimony and arguments to the board
at that meeting.
(c) If removed for any
cause other than non-payment of dues, a member may appeal from the decision of
the board to the annual business meeting of the Association, provided that
notice of intent to appeal is provided to the Chairman/woman of the board at
least ten (10) days in advance of the meeting, unless the annual business
meeting is to occur less than ten (10) days after the decision by the board, in
which case notice of intent to appear shall be given to the Chairman/woman as
soon as practicable and in no event later than twenty-four (24) hours before
the time of commencement of the annual business meeting. A removed or
suspended member shall be reinstated to membership upon a majority vote of the
active members at the annual business meeting.
(d) When removed for
non-payment of dues, a former member desiring a continuous member record may be
reinstated on showing proof of qualification and paying all dues in
arrears. If, however, a continuous membership record is not desired, the
member may be reinstated on showing proof of qualification and paying current
year’s dues.
(e) Any member may
resign by filing a written resignation with the Association International
Office, but such resignation shall not relieve the member so resigning of the
obligation to pay any dues, or other charges theretofore accrued and unpaid.
ARTICLE IV
EXECUTIVE DIRECTOR AND STAFF
Section 1. Appointment
(a) The Board of
Directors shall employ a salaried chief operating officer, who shall have the
title of Executive Director, and an Association staff.
(b) The terms and
conditions of employment of the Executive Director and staff shall be specified
by the board, at whose pleasure the President shall serve.
Section 2. Authority and Responsibility
(a) The Executive
Director shall manage and direct activities of the Association subject to the
policies and will of the Board of Directors, the executive committee and these
bylaws.
(b) The Executive
Director shall be the chief operating officer, representative and spokesperson
for the Association and shall represent the Association in dealing with all
individuals and organizations both public and private. In the event the
President requires assistance in these duties the President shall, with the
approval of the Chairman/woman of the board, designate other spokespersons.
(c) The Executive
Director shall be responsible for the keeping of minutes of the meetings of the
Board of Directors, executive committee and general membership of the
Association.
(d) At the end of each
fiscal year, the Executive Director shall direct the preparation of an annual
financial report which shall include an audit by a certified public accountant
of Association income, expenditures and investments.
(e) The Executive
Director shall recommend to the Board of Directors, for its consideration and
approval, the administrative functions to be performed by the Association
International Office. With board approval, the President shall define the
duties of the members of the staff, supervise their performance and delegate
those responsibilities of management as shall be in the best interests of the
Association.
(f) The Executive
Director shall share responsibility for the financial management of the
Association with the Treasurer as directed by the board and as specified in
these bylaws. The President may delegate such financial duties as the
President sees fit to one or more individuals who shall furnish a bond in an
amount to be decided by the Board of Directors. The bond fee shall be
paid by the Association.
(g) The Executive
Director shall serve without vote as an ex-officio member of the executive
committee and Board of Directors.
(h) The Executive
Director regularly shall brief the executive committee and the board on the
status of Association programs.
ARTICLE V
OFFICERS
Section 1. Elected officers: Designation, Succession,
Terms
(a) The elected
officers of this Association shall be a Chairman/woman of the board, a
Chairman/woman-elect of the board, and a Treasurer and shall be news managers
and active or life members of the Association in good standing and have served
on the Board of Directors for at least one year and shall serve until their
successors have been duly elected and assume office.
(b) The
Chairman/woman-elect shall succeed automatically to the office of Chairman/woman
at the end of the Chairman/woman’s term.
(c) The Chairman/woman
shall succeed automatically to the office of Immediate Past Chairman/woman upon
completion of his or her term and the Immediate Past Chairman/woman shall
automatically become Secretary, which shall be an officer of the Association.
(d) Should the
Chairman/woman resign or otherwise leave office, the Chairman/woman-elect shall
automatically succeed to the office of Chairman/woman.
(e) Should the Chairman/woman-elect
resign or otherwise leave office or no longer qualify for Active Membership,
the Chairman/woman shall appoint, with the approval of the Board of Directors,
a member of the board to assume responsibility for Annual International
Conference planning and management and serve as Annual International Conference
Director until the conclusion of such conference. The Chairman/woman
shall assume all other Association responsibilities of the
Chairman/woman-elect.
(f) In the event of
vacancies in the offices of both Chairman/woman and the Chairman/woman-elect,
the office of Chairman/woman shall be filled by the appointment of a member of
the Board of Directors by the Board of Directors.
(g) In the event of a
vacancy in the office of Chairman/woman-elect at the time of the annual
business meeting, the office of the Chairman/woman, for the term following that
Annual International Conference, shall be filled by majority vote of the active
members present at the annual business meeting, provided that written notice of
that election shall be given to active members at least thirty (30) days prior
to the annual business meeting, or, if that is not practicable, as soon as
practicable after the occurrence of the vacancy in the office of Chairman/woman-elect.
(h) Should the
Treasurer resign or otherwise leave office, the Chairman/woman, with the
approval of the Board of Directors, shall appoint a successor to the Treasurer,
who shall serve until the election of a Treasurer at the next annual business
meeting.
(i) In the event of a
vacancy in the office of Chairman/woman at the time of the Annual International
Conference or in the event that the Chairman/woman-elect has already assumed
the office of Chairman/woman because of a vacancy in the latter office, the
vacancy for the coming year shall be filled by a majority vote of the Board of
Directors.
(j) Should the
Immediate Past Chairman/woman resign as Secretary or otherwise leave office,
the Chairman/woman shall appoint, with the approval of the Board of Directors,
a member of the board who shall, without vacating that office, serve as
Secretary for the remainder of the term of that office.
(k) The Chairman/woman,
the Chairman/woman-elect and the Secretary shall serve one-year terms of
office.
(l) The Treasurer shall
serve a three-year term.
(m) After serving one
full term, no elected officer except Treasurer shall be eligible to hold the
same office for consecutive terms.
Section 2. Elected Officer Duties
(a) Chairman/woman of
the Board: The Chairman/woman of the board shall be the chief executive officer
of the Association and shall preside at all meetings of the Association,
including those of the Board of Directors and the executive committee, and
shall perform such other duties as are necessarily incident to the office of
Chairman/woman or as may be prescribed by the bylaws and the Board of
Directors.
1.
At the annual business meeting of the Association, and at such other times as
the Chairman/woman deems proper, the Chairman/woman shall communicate to the
members such matters and make such suggestions as may, in the opinion of the
Chairman/woman, tend to promote the welfare and increase the usefulness of the
Association.
2.
The Chairman/woman shall be responsible for the administration of committee
activities, as prescribed in these bylaws and by the Board of Directors.
3.
The Chairman/woman is empowered to act in the name of the Association in
matters not specifically outlined in the bylaws with the approval of the Board
of Directors. In matters of freedom of information, nothing in this
paragraph shall deny the President or Chairman/woman the right to speak for the
Association.
(b)
Chairman/woman-elect: The duties of the Chairman/woman-elect shall be
prescribed by the Board of Directors.
1.
The Chairman/woman-elect shall perform the duties of the Chairman/woman in the
event the Chairman/woman is unable to serve.
2.
The Chairman/woman-elect shall preside at all general meetings in the absence
of the Chairman/woman.
(c) Treasurer:
The Treasurer shall oversee the Association’s funds and financial records.
1.
The Treasurer shall oversee generally the Association’s financial system,
accounting procedures, investment policies and the collection and handling of
Association funds.
2.
The Treasurer shall provide consultation to the President in the preparation of
the annual budget.
3.
The Treasurer shall report on the financial condition of the Association at all
meetings of the Board of Directors and at other times when called upon by the
Chairman/woman.
4.
The Treasurer and all other officers, staff members and other persons
designated by the Board of Directors shall furnish a bond in an amount to be
decided by a majority of the board, such bond to be an expense of the
Association.
(d) Secretary:
The Immediate Past Chairman/woman shall serve as Secretary and shall oversee
generally the Association’s records, other than financial records, and shall,
when appropriate, attest to actions and statements by the Board of Directors
and others authorized to do business in the name of the Association.
ARTICLE VI
BOARD OF DIRECTORS
Section 1. Authority and Responsibility
(a) The governing body
of this Association shall be the Board of Directors.
(b) The Board of
Directors, who shall be active members, shall have the power and duty to direct
and manage the affairs of the Association subject only to such limitations as
are imposed by these bylaws.
(c) The Board of
Directors shall determine Association policies; shall actively prosecute its
objectives; and shall authorize the Association’s budget of expenditures and
its policies on investments. The powers and duties of the Board of
Directors shall also include but not be limited to the following: (1) to
set the annual dues of the Association; (2) to appoint a qualified member, upon
recommendation of the Chairman/woman, to fill any director vacancy on the Board
of Directors arising by reason other than the completion of an elective term of
office; (3) to fix the number and boundaries of the regions of the Association;
(4) to establish personnel policy upon recommendation of the President; and
otherwise as specified in the bylaws.
(d) The board may adopt
such rules and regulations for the conduct of its business as shall be deemed
advisable.
Section 2. Board Composition
(a) Voting members of
the Board of Directors shall be the Chairman/woman, Chairman/woman-elect,
Treasurer and Secretary; one RTNDA Canada/International director; and no more than
19 regional and/or at-large directors.
(b) The Board may
appoint ex-officio members of the Board of Directors. Ex-officio members
of the Board shall not have the right to vote.
Section 3. Terms of Directors
(a) Regional directors
and directors-at-large shall be selected for two-year terms, one half the
number of regional directors and one half the number of directors-at-large
being elected in each year. The RTNDA Canada/International director shall
be elected and serve according to the RTNDA Canada bylaws.
(b) The terms of office
of the newly-elected officers, regional directors, Canadian/International
director, and members at-large of the Board of Directors shall begin at the
close of the Annual International Conference.
Section
4. Quorum of the Board
(a) At any meeting of
the Board of Directors, a majority of the voting members of the board shall
constitute a quorum for the transaction of business.
(b) Except as otherwise
specifically provided herein, the board may take action by an affirmative vote
of a majority of those present and voting.
Section 5. Meetings of the Board
(a) Regular meetings of
the Board of Directors shall be held annually in conjunction with the Annual
International Conference. One (1) meeting shall be held prior to the
official opening of the Conference and one (1) meeting shall be held upon
conclusion of the Conference.
(b) The board shall
hold an additional Regular meeting, and the Board may hold other Regular and
Special Meetings, at times and places to be determined by the Chairman/woman,
to review and approve the Association’s budget and programs and to conduct
other business of the Association.
(c) Notice of all regular
and special meetings of the board shall be provided to all members of the board
by the Executive Director or Chairman/woman. The notice may be written or
oral, given not less than two (2) weeks in advance (unless exigencies do not
permit), stating the place, date, hour and agenda of the meeting, and if mailed
shall be deemed to be delivered when deposited in the mail, e-mail or other
electronic means, addressed to each member of the board at the member’s last
known address.
(d) Any member of the
board may waive notice of any meeting, and no notice of any meeting need be
given to any member who attends in person.
(e) Any action
required or permitted to be taken by the Board of Directors may be taken
without a meeting, if a consent in writing, setting forth the actions so taken,
shall be signed by all of the members of the board.
(f) Members of the
Board of Directors may participate in a meeting of the board by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other; such participation
shall constitute presence in person at such meeting.
(g) Minutes of
each meeting of the board shall be sent to each member of the board by the Executive
Director within three (3) weeks of the date of the meeting or the effective
date of action taken without a meeting.
ARTICLE VII
EXECUTIVE COMMITTEE
Section 1. Authority and Responsibility
(a) The Executive
Committee shall possess and may exercise all of the powers of the board while
the board is not in session, except to the extent, if any, that such authority
shall be limited by a duly-adopted resolution of the board and except also that
the Executive Committee shall not have the authority of the Board of Directors
in reference to: (1) amending the bylaws; (2) effecting the sale, lease
or other disposition of all or substantially all of the property and assets of
the Association otherwise than in the usual and regular course of business; (3)
approving or amending the budget of the Association; (4) suspending or removing
an elected officer, director or member; (5) approving the appointment of a
successor officer or director should a vacancy occur in that office; (6) employing
or removing the Executive Director.
(b) The Executive
Director shall report all executive committee actions to the Board of Directors
within ten (10) days of such action.
Section 2. Executive Committee Composition
Voting members of the executive committee shall be the Chairman/woman, the
Chairman/woman-elect, the Treasurer, the Secretary and three (3) other members
of the Board of Directors who shall be elected by the board for a one-year
term. The Executive Director shall be a non-voting member of the
executive committee.
Section 3. Nomination and Election
(a) The nomination and
election of the three (3) board members to the executive committee shall be
conducted at the first board meeting following the Annual International
Conference.
(b) Directors who are
news managers and who have served one full year on the Board shall be eligible
to serve on the Executive Committee.
(c) Candidates for the
executive committee may be nominated by any board member.
(d) If more than three
(3) candidates are nominated, the three (3) candidates receiving the largest
number of votes cast by written ballot in a single election shall be elected to
the executive committee.
Section 4. Quorum of the Executive Committee
(a) At any meeting of
the executive committee, a majority of the voting members of the executive
committee shall constitute a quorum for the transaction of business.
(b) The executive
committee may take action by an affirmative vote of a majority of those present
and voting.
Section 5. Executive Committee Meetings
(a) Regular meetings of
the executive committee shall be held in conjunction with the regular meetings
of the Board of Directors.
(b) Other regular and
special meetings of the executive committee shall be held at such times and
places as are determined to be necessary by the Chairman/woman.
(c) Regular and special
meetings of the executive committee may be called by the Chairman/woman upon
notice of not less than two (2) weeks (unless exigencies do not permit); such
notice, which may be written or oral, shall state the place, date, hour and
agenda of the meeting, and if mailed, shall be deemed to be delivered when
deposited in the mail, e-mail or other electronic means, addressed to each
member of the executive committee at the member’s last known address.
(d) Any member of the
executive committee may waive notice of any meeting and no notice of any
meeting need be given to any member thereof who attends in person.
(e) Members of the
executive committee may participate in a meeting of the committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other; such participation
shall constitute presence in person at such meeting.
(f) A copy of the
minutes of each executive committee meeting and of each unanimous consent form
executed by executive committee members shall be sent to each member of the
Board of Directors within three (3) weeks of such meeting or the effective date
of action taken without a meeting.
ARTICLE VIII
COMMITTEES
Section 1. Establishment and Appointment of Committees
(a) The Board of
Directors shall establish a nominating committee and such other committees of
members of the Association as the Board believes appropriate to further the
objectives of the Association.
(b) The Chairman/woman
shall serve as a member, ex officio, of all committees except the nominating
committee.
(c) The chair of each
committee shall be named by the Chairman/woman. The Chairman/woman, or
the committee chair with the concurrence of the Chairman/woman, may appoint
additional members of the committee and fill vacancies on the committee.
The Chairman/woman shall instruct all committee chairs and advise them of
committee purpose as specified by the Board of Directors.
Section 2. Committee Records and Reports
(a) The chair of each
committee, with the administrative support of the Association International
Office, shall keep accurate and complete committee records.
(b) Committees shall
meet as required to serve the objectives of the Association and shall advise
the President of the time and place of such meetings and meeting purpose.
(c) At the direction of
the chairman/woman, committees shall submit written reports of their activities
to the Chairman/woman, Chairman/woman-elect and President.
ARTICLE IX
MEETINGS OF MEMBERS AND VOTING
Section 1. Annual Business Meeting
(a) The annual business
meeting for members of the Association shall be held at the Annual
International Conference or other place and on such date or dates as may be
determined by the Board of Directors.
(b) The agenda of the
annual business meeting shall be prepared by the Chairman/woman and President
and approved by the Board of Directors.
(c) The Chairman/woman,
Chairman/woman-elect or a board member designated by the Chairman/woman, shall
preside at the Annual International Conference.
Section 2. Special Business Meetings
(a) Special business
meetings for members of the Association may be called by the Chairman/woman
with the approval of the Board of Directors when deemed necessary. A
special business meeting shall be called by the Chairman/woman upon receipt of
a written request by twenty-five (25) active members of the Association, when
confirmed by a majority of active members who shall be asked to cast ballots in
a special poll no fewer than thirty (30) days nor more than forty-five (45)
days in advance of the special business meeting.
(b) The business to be
transacted at any special business meeting shall be stated in the notice
thereof, and no other business may be considered at that time.
(c) The presiding
officer at special business meetings shall be the Chairman/woman, or in the
absence of the Chairman/woman, the Chairman/woman-elect or a board member
designated by the Chairman/woman.
Section 3. Business Meeting Notice, Introduction of Business,
Length of Meetings, Cancellations, Rules of Order
(a) Written notice of
any meeting of the Association membership at which official Association
business is to be transacted shall be communicated to the last known address of
each Association member not less than thirty (30) days nor more than forty-five
(45) days in advance of the business meeting (unless exigencies do not permit).
Special business meetings held in conjunction with the annual business meeting
may be held with four (4) hours written notice by posting on official
Conference bulletin boards.
(b) The hours of
business meetings of the membership shall be fixed by the Board of Directors.
(c) Any Association
member in good standing may introduce business for consideration and action by
the membership at the annual business meeting.
(d) The Board of
Directors may postpone or cancel any annual or special business meeting for
cause.
(e) The meetings and
proceedings of this Association shall be regulated and controlled according to
the then-current edition of ROBERT’S RULES OF ORDER for parliamentary
procedure, except as may be otherwise provided by these bylaws.
Section 4. Business Meeting Quorums and Voting
(a) One-fourth of the
active members registered at the Annual International Conference shall
constitute a quorum at any business meeting conducted at the Annual
International Conference.
(b) No business may be
transacted at special business meetings confirmed by ballot unless such
meetings are attended by fifty-one (51) percent of the number of those voting
in the mail ballot in support of such meeting. Such meeting shall be held
within thirty (30) days of mail ballot approval.
(c) At all annual or
special business meetings of the Association, each active member shall have one
(1) vote, and may take part and vote in person only, except as provided for
absentee ballots in connection with the election of officers and at-large
directors.
(d) Unless otherwise
specifically provided by these bylaws, a majority vote of those active members
voting and present shall determine the action.
ARTICLE X
CONFERENCES
The Association shall conduct at least one (1) Annual International Conference
for the general benefit of all Association members. Sites for Annual
International Conferences shall be approved by the Board of Directors at least
three (3) years in advance of the scheduled meeting time unless exigencies do
not permit. The presiding officer at the Annual International Conference
shall be the Chairman/woman or in the absence of the Chairman/woman, the
Chairman/woman-elect or a member of the Board designated by the Chairman/woman.
ARTICLE XI
ELECTION OF OFFICERS AND DIRECTORS-AT-LARGE
Section 1. Time, Place and Qualifications
(a) The
Chairman/woman-elect, at-large members of the Board of Directors and the
Treasurer, if such office is to be vacated, shall be elected by a combination
of (1) written ballots, which shall include ballots submitted by electronic
transmission, cast by active members at, or in connection with, the annual
business meeting and (2) confidential absentee voting by active members not
attending the Annual International Conference, which shall include voting by
electronic transmission, or (3) in the event the annual business meeting and/or
the Annual International Conference is canceled, by direct voting by active
members by written ballots, which shall include ballots submitted by electronic
transmission. The newly-elected officers and directors shall assume
office upon certification of the election. Officers and directors shall
serve until their successors are elected and qualified.
(b) Candidates for
officer positions must be active news managers or life members in good
standing, with one year of service on the Board of Directors.
(c) Candidates for
Director-at-Large positions must be news managers or news staff who have been
active members in good standing for at least one year.
Section 2. Nominations
(a) The nominating
committee shall present nominations for Chairman/woman-elect, director-at-large
and, when appropriate, nominations for Chairman/woman and Treasurer, to the
active members of the Association sixty (60) days prior to the first session of
the annual business meeting at the Annual International Conference.
(b) Active members may
make additional nominations during the first session of the annual business
meeting at the International Annual Conference.
Section 3. Voting - Officers and Directors-at-Large
(a) Voting for the
officer and director-at-large positions shall be conducted by secret ballots,
which shall include ballots submitted by electronic transmission, cast in
person and, in all cases in which time permits use of the rules and procedures
adopted pursuant to subsection (d) of this section, through a system of confidential
absentee voting by active members.
(b) A system of
confidential absentee voting, including voting by electronic transmission,
shall be established by the Board of Directors. The system shall be
explained in rules and procedures which shall permit active members who do not
attend the Annual International Conference to vote confidentially for
candidates nominated by the nominating committee and candidates nominated at
the first session of the Annual International Conference. The totals of
absentee voting on each candidate shall be communicated to the Chair at the
time of the elections at the annual business meeting.
(c) The Past
Chairmen/women and elected past presidents shall certify the official election
results.
(d) In a contest for an
officer position, a candidate must have an absolute majority of the votes cast
by active members present and through absentee voting in order to win on the
first ballot. Otherwise, a runoff election shall be held at the same
business meeting between the two candidates with the most votes. In any
runoff election, the winner shall be the candidate with the larger number of
ballots cast by active members present.
(e) There shall be a
single contest among candidates for at-large membership(s) on the Board of
Directors. That candidate or those candidates receiving the largest
number of votes for the position(s) to be filled shall be elected
directors-at-large.
(f) The order of the
elections, when called for, shall be: Chairman/woman, Chairman/woman-elect,
Treasurer, and director(s)-at-large.
ARTICLE XII
ELECTION OF REGIONAL DIRECTORS
Section 1. Manner
The election of regional directors shall be completed by mail ballot, which
shall include ballots submitted by electronic transmission.
Section 2. Qualifications
Candidates for and holders of the offices of regional director and RTNDA
Canada/International director must be news managers and active or life members
in good standing. A candidate for or holder of the office of regional
director must be employed within that region. A candidate for or holder
of the office of RTNDA Canada/international director must be employed outside
the United States.
Section 3. Nominations
(a) The nominating committee
shall select and submit to the Board of Directors, by October 1 or earlier, the
names of two (2) candidates for each region in which the position is due to be
vacated at the close of the next International Conference.
(b) The Association
staff shall prepare and communicate, by November 10 or earlier, a list of
candidates for regional director to all active members of the Association.
(c) The list of
candidates for regional director shall include notice that additional nominations
may be submitted by petition to the Association office by December 10.
Any such petition for regional director must be signed by at least five (5)
active members from the region for which the nomination is made.
Section 4. Voting
(a) On or before
January 10, the Association office shall prepare and communicate to all active
members the official ballots, including ballots submitted by electronic
transmission, for election of regional directors; such ballots shall include
the names of all candidates submitted by the nominating committee and by
nominating petitions complying with section 3(c) of this Article. To be
valid, a ballot must be electronically submitted or postmarked no later than
February 10.
(b) Only active members
employed within the region for which a regional director is being elected shall
be entitled to cast a ballot for a candidate for that office of regional
director.
(c) Valid ballots,
including ballots submitted by electronic transmission, shall be tallied by a
committee of three (3) active members named by the Chairman/woman.
(d) On or before March
10, The President shall announce to all members the results of the regional
director elections.
(e) The candidate
receiving the largest number of votes shall be elected. In the event of a
tie vote for any regional directorship, a second vote shall be cast, ballots,
including ballots submitted by electronic transmission, for such vote to be
prepared and communicated by the Association office within five days of the
announcement of the election results on or before March 15.
(f) To be valid,
ballots in any second vote, including ballots submitted by electronic
transmission, shall be electronically submitted or postmarked no later than
April 5 or earlier, and the President shall announce the results within ten
(10) days thereafter.
ARTICLE XIII
SELECTION OF RTNDA CANADA DIRECTOR
The RTNDA Canada director shall be selected as determined by RTNDA
Canada. The RTNDA Canada director shall also represent RTNDA
International members.
ARTICLE XIV
REMOVAL OF OFFICERS AND DIRECTORS
Section 1. Good Cause Requirement and Procedure
Any officer (except the Chairman/woman) or director may be removed from that
position by the same voting process (but without other candidates for the
office) as the process followed in the election or appointment of that person,
if, first, a majority of the Board of Directors votes to initiate the removal
process upon written allegations of good cause for removal and provides said
officer or director with an opportunity to provide oral and written testimony
and argument to the board, and if, thereafter, a two-thirds majority of the
board votes for removal upon written findings of good cause therefore.
Section 2. Good Cause Defined
Incapacitation or nonfeasance or malfeasance in the performance of the duties
of the office, or any other defect or situation of an officer (except the Chairman/woman)
or director which prevents substantial performance of the duties of the office,
shall be good cause for removal of that officer or director.
ARTICLE XV
PROFESSIONAL CHAPTERS
Section 1. Recognition
(a) The Board of
Directors may recognize local or larger groups of members of the Association as
Professional Chapters of the Association, provided such groups shall adopt
bylaws which the board determines will promote the purpose of the Association
and which are consistent with the bylaws of the Association.
(b) Any Professional chapter
so approved shall include at least three active members of the Association, and
all members of the Chapter shall be members in good standing of the
Association.
Section 2. Professional Chapter Status
(a) A Professional
Chapter shall not be a committee or other subdivision of the Association, and
the Association shall not be responsible for any action of the Professional
Chapter, absent express action to accept responsibility by the Board of
Directors of the Association.
(b) A Professional
Chapter of the Association shall not identify itself as the Association, and
shall clearly state the local nature of its organization in any use of the name
of the Association.
ARTICLE XVI
STUDENT CHAPTERS
Section 1. Recognition
(a) The Board of
Directors may recognize as Student Chapters of the Association groups of
students at universities and colleges offering instruction in radio and
television journalism, provided such groups shall adopt bylaws which the board
determines will promote the purposes of the Association and are consistent with
the bylaws of the Association.
(b) The Board of
Directors shall establish guidelines for the organization of Student Chapters.
(c) Groups organized
and approved as Student Affiliates of the Association on the effective date of
this article shall be recognized as Student Chapters of the Association.
Section 2. Student Chapter Status
(a) A Student Chapter
shall not be a committee or other subdivision of the Association, and the
Association shall not be responsible for any action of the Student Chapter,
absent express action to accept responsibility by the Board of Directors of the
Association.
(b) A Student Chapter
of the Association shall not identify itself as the Association, and shall
clearly state the local and student nature of its organization in any use of
the name of the Association.
ARTICLE XVII
FISCAL YEAR
The fiscal year of the Association shall be from January 1 through December 31.
ARTICLE XVIII
AMENDMENT OF CONSTITUTION AND BYLAWS
Section 1. Amendment Process
(a) These Bylaws may be
amended by a two-thirds (2/3rd) vote of the Board of Directors
present at any regular or special meeting, if at least ten (10) days notice of
the intention to amend is given to the Board and the membership, together with
a description of the subject of the proposed amendment.
(b) The Constitution
and Bylaws also may be amended on written request of twenty-five (25) active
members and subsequent approval by four-sevenths (4/7) of the number of active
members who cast ballots, including ballots submitted by electronic
transmission, in a poll as long as twenty-five percent (25%) or more of the
total number of active members return ballots.
(c) In case of a poll,
the Association office shall prepare and communicate to all active members
official ballots, including ballots submitted by electronic transmission, for
the proposed amendment to the Constitution and Bylaws; to be valid, such
ballots must be returned to the Association International Office by electronic
transmission or postmarked no later than a specified date which, unless
otherwise specified by the Board of Directors or the Executive Committee, shall
be 30 days after the polling of the ballots.
Section 2. Effective Date and Notification
(a) Amendments of the
Constitution and Bylaws take effect immediately upon enactment, unless
otherwise specified in the amendment or by concurrent resolution approved in
the same manner as the amendment. Enactment by ballot shall be effective
immediately upon final count of the ballot votes by the Association office.
(b) Adoption of
amendments shall be recorded by the President, who shall notify all members of
the action taken within twenty (20) days of the official date of enactment.
ARTICLE XIX
DISSOLUTION OR FINAL LIQUIDATION
If it is deemed advisable in the judgment of the Board of Directors of the
Association that the Association should be dissolved, the Board, after the
adoption of a resolution to that effect by a majority of the whole Board at a
meeting called for that purpose, shall cause notice to be communicated to each
member entitled to vote. If a majority of the members entitled to vote
approve the proposed dissolution, then a certificate stating that the
dissolution has been authorized in accordance with Chapter 8, Section 275 of
the Delaware General Corporation law and setting forth the names and residences
of the directors and officers shall be executed, acknowledged and filed with
the Secretary of State for Delaware.
As Amended April 7, 2002
As Amended April
18, 2007
As Amended
September 27, 2011
