BY LAWS

OF

THE NATIONAL MEDIA MARKET

Approved October 20, 2002

Amended by the National Media Market Board, October 1, 2006

Amended by the National Media Market Board, March 30, 2007

Amended by the National Media Market Board, May 22, 2007

Amended by the National Media Market Board, October 29, 2008

Amended by the National Media Market Board, January 22, 2010

Amended by the National Media Market Board, June 18, 2014


 

ARTICLE I.       NAMES AND OFFICES

A.    The name of the Association is the National Film Market, Inc., a corporation doing business as the NATIONAL MEDIA MARKET.

B.    The principle office of the NATIONAL MEDIA MARKET shall be:

National Media Market

6135 Bromley Avenue

Oakland, CA 94621

C.   The National Film Market, Inc. provides a place for buyers of educational motion media to meet directly with educational media distributors, preview educational content, participate in professional development, and to provide opportunities for buyers to carry specific comments and requests to media distributors.

D.   The National Film Market operates as a business league.  Motion media distributors and their customers are invited to participate in our screenings.  Mailings, a website, and electronic communications are methods employed to recruit attendance at our screening opportunity.   NMM provides an opportunity for educational buyers and distributors to meet and accomplish this mission.

ARTICLE II.      BOARD OF DIRECTORS

A.         Board Members

  1. The management of the business and affairs of the Association shall be vested in the Board of Directors, which shall consist of eight (6) board members.
  2. The Board of Directors shall consist of four (3) Board member Representatives and four (3) Board member Officers.
  3. Three (3) board members shall be elected from any of the following Market groups: 
    1. Public or State Libraries
    2. School (K-12) Libraries or School Systems
    3. Special, College or University Libraries
    4. Instructional Television and/or other media related technologies
  4. Three (3) board members shall be elected from the Commercial motion media or related Industries group.
  5. Elected members of the Board of Directors must be employed in the category to which elected and may serve their elected terms only so long as they represent their elected category. All Board members who are noncommercial representatives must be active buyers. Active is defined as having attended (2) two or more Markets in the last five (5) years. All commercial representatives must exhibit at the Market in order to remain on the Board.
  6. In the event that a member ceases to be employed in the category to which they are elected, they must submit their resignation within 30 days.
  7. Board members shall not engage in activities that may be interpreted as a conflict of interest. Board members shall not give priority or preference to an individual or company during the market or in its preparation that would result in an unfair financial advantage.
  8. Election of members of the Board of Directors shall be in compliance with ARTICLE II, SECTION B, and ARTICLE III.
  9. The Market Director serves as Ex-Officio member of the Board of Directors.

B.         Elections           

  1. All Board members are elected for a two (3) year term. Board members can serve for three full terms, conditional upon re-election for the second and third terms.
  2. All Board vacancies shall be filled upon the expiration of a term by election or resignation by appointment.
  3.  Anyone appointed to fill a vacated, unexpired Board position shall serve for the length of time remaining in that term; with election possible for two more full terms.

 C.         Board Meetings

  1. The Board of Directors shall hold regular meetings during the National Media Market each year.
  2. The Chair or three (3) other board members may request supplemental Board meeting as Market business matters warrant, to be approved by a majority of the Board.
  3. Phone teleconferences or other methods may be substituted for “in person” supplemental meetings if acceptable by a majority of the Board.
  4. All past members of the Association’s Board of Directors are welcome to attend any Market Board Meeting as guests of the Board; guests may speak in support of Board business but may not directly participate.
  5. A position on the Board of Directors will be vacated if the person holding that position misses two consecutive meetings.

D.         Voting

  1. Decisions made on behalf of the Association shall be determined by majority votes of the duly elected members present in person or by written proxy at a meeting in which a quorum is present.
  2. Five (5) members (of the six duly elected Board of Directors) shall constitute a quorum for the transaction business.
  3. With a quorum, absent members may also be represented and vote by written proxy.
  4. No Board member may execute more than one proxy vote.

ARTICLE III.     ELECTION OF OFFICERS

A.    The offices of Board Chair, Treasurer and Secretary shall comprise the Executive Committee, with duties as described in ARTICLE VIII, SECTION C

B.    The Board’s Nominating Committee shall conduct elections according to conditions described in ARTICLE VIII, SECTION F.

C.    For one or more positions, voting can occur at Board meetings during the Market or supplemental Board Meetings as conditions warrant.

D.    Duly elected Board members may submit nominations anytime prior to an election.

E.     The Nominating Committee shall deliver a slate of nominees to the Chair and Executive Committee to approve or disapprove the slate. Current Officers may be nominated for additional terms.

F.     Election of the Officers shall be by majority vote of the combined incoming and outgoing Board voting either in person or by written proxy for a term of one year each. Officers can be selected from re-elected or incoming Board Members. In the case of a tie, the Market Director shall be the tie-breaker.

G.    Either the Treasurer or Secretary shall fill any unexpired term vacancy of the Board Chair, until an election by the Board can be conducted.

H.    The Board Chair may appoint officers or members for any unexpired term vacancies of other Officers and Board members may be filled by appointment of Board Chair, seconded by majority vote of the remaining Board members, or may be filled by the Executive Committee until the next meeting of the Board of Directors.

I.      All elected Officers and Advisors shall take their respective offices upon the conclusion of the Marketplace each fall at the last Board of Director’s meeting.

ARTICLE IV.    DUTIES OF OFFICERS

A.  The Officers of the Association’s Board of Directors shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time shall be conferred by the Board of Directors.

B.  The Board Chair, without limiting the provisions of the preceding paragraph, shall:

  1. Work with Market Director to guide the Association in developing basic objectives for long-and short-term goals of the Association and the Market.
  2. Review all policies recommended by the Market Director, Executive Committee and committee chairpersons, and recommend to the Board of Directors those policies consistent with Associations objectives.
  3. Review all budgets, appropriations, reports and studies prepared for the Board of Directors.
  4. Present proposals and recommendations of all major expenditures for capital and expense items.
  5. Preside at Board of Director’s meetings and at all Association events, including the Market.
  6. Appoint all committees.
  7. Supervise and evaluate the work of the Market Director.
  8. Recommend to the Executive Committee for their approval individuals who were nominated as Board Officers.
  9. Serve as Chair of the Executive Committee.

C.    The Treasurer shall:

  1. Serve on the Executive Committee.
  2. Review monthly financial reports provided by the Market Director.
  3.  Consult with the Market Director on the development of the budget.
  4. Be familiar with the fiscal condition of the Market relative to income, expenses and cash flow.
  5. Report on the fiscal condition of the Market at Board meetings.
  6. Present the proposed budget for the next Market in conjunction with the Market Director.
  7. Maintain contact with the Board Chair during the year and provide information on the fiscal condition of the organization.
  8. Arrange for the audit of Market books as directed by the Board of Directors.

D.    The Secretary shall:

  1. Serve as an Executive Committee member.
  2.  Record the Minutes of all meetings of the Association and keep a permanent printed record of all the Minutes, resolutions, and proceedings of the Board of Directors and Bylaws of the Association on file.
  3. Shall send Minutes of Board meetings to all members of the Board of Directors within time period to be agreed upon after each meeting, no later than 30 days after a meeting.
  4. Conduct correspondence as may be deemed appropriate by the Board Chair.
  5. Issue notice of all Board of Directors’ meetings to the Board members.
  6. Provide, upon request, to the Board Chair and Board Treasurer, any Association information requested.
  7. Maintain complete and accurate records of operations to be passed on the next Secretary.

E.     The Representatives shall:

  1. Attend all Markets and Board of Director’s meetings during their tenure; their function shall be to  provide input and advice to the Board based on their representative groups.
  2.   Assist in the management of the business and affairs of the Association, especially but not limited to developing objectives for short- and long-term goals of the Association and the Market.
  3. Assist the Chair and Market Director in such Market duties as may be necessary for the conduct of Market business.
  4. Serve on Association Committees as needed; as Committee members, serve as leader/mentors to   non-Board Committee members.
  5.  Advisors shall receive no pay or expenses except in the cases of ARTICLE V, SECTION B and/or ARTICLE V, SECTION C.

ARTICLE V.     COMPENSATION

A.    Direct compensation shall not be available to any individual by virtue of inclusion on the Association’s Board of Directors. Compensation may be made in the form of contracts for services as provided in Article VI

B.    Public and State Library, School Library or System, and Special and University Library Board members can request that Market pay for up to two days of accommodations if one or both of the following conditions are met:

1.     Transportation arrangements necessitate arrival the day before the Market to attend a Board meeting;

2.     Transportation arrangements necessitate a departure the day after a Board meeting.

C.    At the discretion of the Board, the Market will waive the registration fee of the Market Registration Chair; including any non-Commercial Board member appointed to that duty.

 

ARTICLE VI.    CONTRACTS

A.    The Board of Directors as a body may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association

B.    Contracts engaged by the Board of Directors shall be done with the vote of a majority.

C.    The position of Market Director shall be appointed by the Officers of the Market and shall serve for a term of one year. The contract shall be renewable yearly and a salary set year to year by the Board.

D.    No individual Board member shall have any power or authority to bind the Association by any contract or engagement, or to pledge its credit, or render it liable for any purpose or to any amount.

ARTICLE VII.   INDEMINTY

No Board member shall be individually liable in any Association contract or engagement, or any pledge of the Association’s credit, or liable for any purpose or to any amount.

ARTICLE VIII.  COMMITTEES

A.    Committees are either determined by the Association’s Bylaws, or appointed by the Chair of the Board of Directors.

B.    Committees can be Standing Committees or Ad-Hoc Committees; type of Committee will be determined by either the Bylaws or discretion of Board of Directors.

C.    The Executive Committee

  1. The Executive Committee is a standing Committee of the Officers of the Board of Directors, consisting of the Chair, the Treasurer and the Secretary.
  2. This committee works directly with the Market Director in all matters related to the running of the Market and other Association requirements.
  3. This committee shall recommend limits of authority of all other Association committees.
  4. This committee shall receive the slate of officers and new Board members selected by the Nominating Committee and shall submit the slate of nominations to the full Board of Directors with the recommendation that the Board of Directors accept or reject the slate, or any part of it.
  5. This committee shall exercise all the powers of the Board of Directors when the Board is not in session, except the right to amend or in any way alter the existing Bylaws.
  6. This committee shall send minutes of any meeting, including teleconferences, to all members of the Board of Directors within 30 days of the meeting.
  7. This committee shall assist the Market Director in the procurement of bids for the future sites of all Markets and shall present such bids to the Board of Directors for approval.

D.    The Bylaws Committee:

  1. The Bylaws Committee is an Ad-Hoc committee appointed by the Chair of the Board:
  2.   This committee shall review the Association’s Bylaws as directed by the Chair and shall make recommendations to the Board for revisions.
  3. This committee will assist Board of Directors in reviewing revisions and facilitate Bylaws votes at annual Market Board meetings.
  4. This committee will assist Secretary with official revision of Bylaws for distribution and archives

E.     The Criteria, Rules and Regulations Committee:

  1. The Criteria, Rules and Regulations Committee is a standing Committee with membership defined by the Bylaws
  2. This committee shall consist of the Treasurer and the Commercial Advisor; the Market Director will serve as an Ex-Officio Member.
  3. This committee shall establish and review annually the Exhibitor’s Criteria that are used to determine eligibility for all film and video distributors that desire to participate in the Market; the Exhibitors Criteria will be updated after any amendment.
  4. This committee shall establish and review annually the Rules and Regulations of the Market, which govern the procedures to be followed by the distributors during the Market; the Rules and Regulations will be updated after each amendment.

F.     The Nominations Committee:

The Nominations Committee is an Ad Hoc committee.

  1. The Chair of the Board of Directors shall appoint this committee.
  2. This committee shall recommend to the Board Chair, a slate of Board Officers as needed for each coming year to replace members with terms to expire at the Market. The Executive Board shall review slate and approve for election ballot.
  3. The Nominations Committee shall present nominations as requested during the year by the Board Chair to replace mid-term vacancies.
  4. The Nominations Committee shall conduct and validate the Board of Director elections.

G.    The Workshops/Orientation Committee:

  1. The Workshop/Orientation Committee is an Ad-Hoc committee; the Market Director shall serve as Ex-Officio member.
  2. This Committee shall secure, arrange, and conduct informative, relevant workshops during the Market.
  3. The Workshops/Orientation Committee shall arrange Market Director to secure any material or equipment necessary to support workshops conducted during Market.

H.    The Registration/Evaluation Committee:

  1. The Registration/Evaluation Committee is an Ad Hoc committee; Market Director and Board Secretary are Ex-Officio members.
  2.  This committee shall assist Market Director with tasks necessary to insure an organized, efficient operation in the registration of buyers and distributors at the Market.
  3. This committee may request assistance during the Market from all board members.
  4. This committee shall annually survey the Market participants following the Market.

I.      The Entertainment/Hospitality/Transportation Committee:

  1.  The Entertainment/Hospitality/Transportation Committee is an Ad-Hoc committee; Market Director and Board Treasurer are Ex-Officio Members.
  2. This committee shall assist Market Director in planning and recommending Market functions, including meals, and shall work closely with the Market Director at the Market in carrying out these functions.
  3. This committee shall work with other Market committees to assure that a friendly, pleasant environment is created and to respond to the needs of all Market participants.

J.      Other Committees

  1. Other committees shall be created and appointed by the Board Chair as needed.
  2. Any member of the Board of Directors to the Board Chair may suggest other committees.

ARTICLE IX VOTING

A.   All official votes shall be determined by majority vote of the duly elected members of the full Board voting either in person or by written proxy.

B.   A vote of abstain shall count as a vote cast.

ARTICLE X      AMENDMENTS

A. These Bylaws shall not be altered, amended or repealed unless by and with the consent and approval as provided in these Bylaws.

B. Consent and approval of any amendments to the Bylaws of the Association may be given:

  1. By a majority vote of the total Board
  2. No written proxy votes shall be accepted on amendments

ARTICLE XI     EXEMPT ACTIVITIES

Not withstanding any other provision of these Bylaws, no Board member of this Association shall take any action or carry on an activity by or on behalf of the Association not permitted to be taken or carried on by an organization exempt under Section 501, Chapter 3 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170, Chapter 2 of such Code and Regulations as they now exist or as they may hereafter be amended.

ARTICLE XII    DURATION

A.  The duration of this Association shall be perpetual.

B.  In the event this Association should be dissolved, all assets shall be conveyed to a similar non-profit association following the payment of or the adequate provision for payments of all debts.

ARTICLE XIII   FISCAL YEAR

The fiscal year of the Association shall begin on January 1 and conclude with December 31.

ARTICLE XIV   SUNSET CLAUSE

The National Media Market may be permanently terminated by a two-thirds majority vote from the Board of Directors. National Media Market will also be terminated by default should the Board fail to meet over a consecutive period of 18 months or should no Market be held for a period of 30 consecutive months. 

Should the National Media Market be terminated, all outstanding bills, Executive Director severance payment, and any fees involved in the termination of the organization shall be paid promptly upon dissolution.

Severance payment to the Executive Director shall be based on length of employment and is only paid out upon termination of the National Media Market.   The Executive Director will be paid ½ of their monthly salary for each year of service.  Total severance will not exceed 3 months of the current annual salary.

Should any remaining balance after payment of outstanding bills, Executive Director severance and dissolution fees exceed $2,000, it will be disbursed in the following manner:

All Exhibiting Partners that have participated in the National Media Market for any of the previous five Markets will be given an equity share based on the amount of money they have paid to the National Media Market in any aspect including but not limited to:

                - Suite fees

                - Market Mania fees

                - Sponsorship fees

Only direct cash payments to the Market will be considered, not in-kind or volunteer activities.  These cash payments will be tallied and an equity share for each company will be calculated according to each company’s percentage of the total payments. The total remaining assets of the organization will be disbursed accordingly. 

Should the remaining balance after payment of outstanding bills, Executive Director severance and dissolution fees be equal to or fall below $2,000, the sum total of the assets will be directed to a single not-for-profit organization for the purpose of supporting educational technology, with the selection of the organization to be made by a majority vote of the Board.  The money will be disbursed at the discretion of the Board of Directors.