Bylaws of
Athens Jewish Film Festival Incorporated
Article 1—Name and Purpose
Section 1—Name: The name of the organization shall be Athens Jewish Film Festival Incorporated. It shall be a nonprofit organization incorporated under the laws of the State of Georgia.
Section 2—Purpose: Athens Jewish Film Festival Inc is organized exclusively for charitable, scientific and education purposes.
The purpose of this corporation is:
- to support the development and presentation of quality Jewish films by emerging and established filmmakers.
- to present contemporary and classic Jewish films to the community at large as an educational forum for cultural discussion
- to celebrate cultural heritage and tradition through filmic presentations.
- to offer to the community at large a series of filmic events throughout the year that will enhance an awareness, accessibility and understanding of Jewish culture, heritage, and traditions
- to reach a broad film going audience with the breadth and diversity of genres and themes found in Jewish cinema.
Article II—Membership
Section 1—Eligibility for membership: Membership shall be open to anyone who supports the purpose statement in Article I, Section 2.
Section 2—Annual dues: The amount required for annual dues shall be set each year by the Board of Directors.
Article III—Board of Directors
Section 1—Board role, size, and compensation: The board is responsible for overall policy and direction of the Athens Jewish Film Festival, and delegates responsibility of day-to-day operations to staff and committees. The board shall have no fewer than 3 members. The board receives no compensation other than reasonable expenses.
Section 2—Terms: All board members shall serve two-year terms, but are eligible for re-election for up to five consecutive terms.
Section 3—Meetings and notice: The board shall meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member have written email notice at least two weeks in advance.
Section 4—Board elections: new directors and current directors shall be elected or re-elected by the Board. Directors will be elected by a simple majority of Board members.
Section 5—Election procedures: The Nominating Committee shall be responsible for nominating a slate of prospective board members representing the Athens Jewish Film Festival’s diverse constituency, and presenting it to the Board of Directors one month prior to the May meeting annually. Voting may be done by any means deemed suitable by the Executive Committee.
Section 6—Quorum: A quorum must be attended by seven board members for business transactions to take place and motions to pass.
Section 7—Officers and Duties: There shall be four officers of the board, consisting of a President, Vice-President, Secretary and Treasurer. Their duties are as follows:
The President is the Chair of the Board of Directors and shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-president, secretary, treasurer.
The Vice-president shall chair committees on special subjects as designated by the board.
The Secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board members, and assuring that corporate records are maintained.
The Treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, and make financial information available to board members and the public.
Section 8—Resignation, termination, and absences: Resignation from the board must be in writing and received by the Secretary. A board member may be removed for reason by a three-fourths vote of the remaining directors.
Section 9—Special meetings: Special meetings of the board shall be called upon the request of the President, or one-third of the board members. Notices of special meetings shall be sent out by the secretary to each board member accordingly.
Section 10—Voting procedure: A simple majority vote of those participating carries.
Section 10a—Definition of “participation” will be determined by the Executive Committee.
Article IV--Committees
Section 1—Committee formation: The board may create committees as needed from time to time. The President appoints all committee chairs. The President may create committees on an Ad hoc basis as needed.
Section 2—Executive Committee: The four officers plus up to four at large positions, of which one will be reserved for a UGA student, will serve as members of the Executive Committee. These at large members are elected by the Board of Directors. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Section 3—Finance Committee: The treasurer is the chair of the Finance Committee, which includes at least three other board members recruited by the Finance Committee Chair The Finance Committee is responsible for developing and reviewing fiscal procedures. The Finance Committee is also responsible for presenting the annual budget to the Executive committee for review and approval before submitting it to the entire board. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the Executive Committee before consideration by the entire board. The fiscal year for the Athens Jewish Film Festival will be July 1-June 30. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.
Section 4—Nominating Committee: The Chair of the Board shall nominate three members of the board to serve on the Nominating Committee. The nominating committee will have the express purpose of presenting a slate of officers to the board, and three at large members to serve on the Executive Committee one month before the board election. With the exception of the initial Founding Members of the Board of Directors, all Officers and Directors will be elected or re-elected at the May meeting of the Board of Directors.
Section 4a—Any member of the Board may propose names to the nominating committee for its consideration at least a month prior to the May meeting. Nominations from the floor must be approved by a majority of the Board Members present to be considered.
Section 4b—Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member’s term.
Article V—Amendments
Section 1—: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the Secretary at least two weeks prior to the meeting to be sent out with regular board announcements
Section 2—The Articles of Incorporation of the Athens Jewish Film Festival Incorporated may be amended according to the Laws of the State of Georgia when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the Secretary at least two weeks prior to the meeting to be sent out with regular board announcements.
Certification
These bylaws were approved at a meeting of the board of directors by a unanimous vote on November 20, 2008.
Carmen Tesser November 20, 2008
Secretary Back to Administration->