SEAC Bylaws

State Education Association Communicators
Bylaws
As adopted June 4, 2016

Article 1 – MEMBERSHIP

Section 1.1. Membership. A number of employment-related categories are eligible for Active Membership in the State Education Association Communicators (SEAC). Those categories include: a) state affiliate staff whose primary assignments are in the area of internal and/or external communication; b) local affiliate staff whose assignments are primarily in the area of internal and external communication; c) state or local affiliate staff whose duties include internal or external communication; and d) staff who work in communications at NEA.

Former active members who have retired from a state, local or national affiliate are eligible to join as Alumni Members in order to receive information and attend the annual conference.

Membership is in good standing when the member is eligible for one of the above categories and is current with their dues. All Active Membership categories are eligible to vote, receive member-exclusive information and attend the annual conference.

Section 1.2. Dues. Annual dues for all membership categories shall be set by the officers and may vary from year to year. The membership year runs from Jan.1 – Dec. 31.

Section 1.3. Termination of Membership. Membership is ended by a) resignation or b) failure to meet the membership requirements listed in Article 1 unless excused for good cause.

Article 2 – MEETINGS

Section 2.1. Annual Meeting and Regular Meetings. The first meeting of the Association in each fiscal year shall constitute the annual membership meeting. The annual meeting shall include approval of minutes; the presentation of a financial report for the preceding fiscal year; election of officers from candidates selected by the Nominating Committee from among active, state affiliate members with primary assignments in the area of internal and/or external communication; and any other business properly conducted by the voting members. Any additional regular meetings of the voting members shall be held at times and places fixed by the association President. Notice of these meetings shall be provided at least 10 days before the meeting.

Section 2.2. Special Meetings. A special meeting of the voting members may be called by the President provided that notice, including the time, place and purposes of the meeting, is provided at least 10 days before the meeting. A special meeting shall act only on matters included in the notice. Special meetings may be conducted and/or accessed remotely through electronic communications as approved and arranged by the elected officers.

Section 2.3. Quorum, Voting and Procedures. At any meeting of the organization, the voting members present in person shall constitute a quorum and, unless otherwise provided in these bylaws or in applicable law, a majority of those present can decide any matter. Each member present may cast one vote; no votes may be cast by proxy.

Section 2.4. Conduct of Meetings. Meetings will be conducted to conform with these bylaws; any procedural disputes shall be resolved by reference to the current edition of Robert’s Rules of Order.

Section 2.5. Amendments and Resolutions. An amendment proposes a change to the Association’s bylaws. A resolution proposes action and/or policy. Amendments shall require a 2/3 vote of those members at a membership meeting for passage. Resolutions shall be approved by a simple majority of the voting members at the membership meeting. A copy of amendment language must be made available to the membership 30 days preceding the membership meetings (annual, regular or special). Resolutions may be proposed from the floor of the meetings.

Article 3 – GOVERNANCE

Section 3.1. Officer Duties and Selection. The members of the State Education Association Communicators (SEAC) will elect officers with responsibilities to set the direction and drive the work of the organization, to set dues and maintain overall fiduciary health, and to plan the SEAC annual conference. The SEAC Nominating Committee, as appointed by the officers for each annual conference, will determine qualified candidates to put forth for election. The Nominating Committee will put forth a slate of candidates from active state affiliate members with primary assignments in the area of internal and/or external communication.

Section 3.2. Offices and Terms. Officers of the SEAC shall include a president, president-elect, secretary, treasurer and member-at-large. The president-elect will be elected for a two-year term at the annual meeting of the membership and shall automatically succeed to president at the expiration of that term of office. The secretary, treasurer and member-at-large shall be elected to one-year terms at the annual meeting of the membership and are eligible for re-election. At the first meeting following the adoption of these amended bylaws, the president shall be elected by the members for a one-year term.

Section 3.3. Vacancies. In the event of a resignation of the president, the president-elect shall become president. In the event of a vacancy in the office of president-elect, secretary, treasurer, or member-at-large, the remaining officers shall appoint a person to serve in the vacated office until the next annual meeting.

Section 3.4. NEA Liaison. NEA Communications may select one of its SEAC members to serve as a liaison to the SEAC officers for the purpose of sharing NEA perspectives and resources.

Section 3.5. Committees. The president may establish and lead, or appoint other officers or members to lead, any committees deemed necessary to efficiently conduct the business of the SEAC. The chairs of these committees serve at the will of the president and will form a steering committee to assist the president in planning and driving the work of the organization.

Section 3.6. Board of Directors and Executive Committee. The Board of Directors shall manage the business, property, and affairs of the organization and shall consist of the five elected SEAC officers described above.  The persons serving on the Board of Directors at any time may be referred to herein as the “Directors,” or individually as a “Director.”  The Board of Directors may also be referred to as the Executive Committee.

Article 4 – CONFLICT OF INTEREST

Section 4.1. Disclosure. Any officer who has an interest in a contract or other transaction presented to the Executive Committee for authorization, approval or ratification shall make a prompt and full disclosure of his or her interest to the Executive Committee prior to its acting on the contract or transaction. This disclosure shall include any relevant and material facts known to the officer about the contract or transaction that might reasonably be construed to be adverse to the corporation’s interest.

Section 4.2. Voting. No officer shall vote on any contract or transaction that has a direct bearing on services to be provided by that officer, or by any organization other than the NEA or any of its state or local affiliates that the officer represents or in which the officer has an ownership interest or is otherwise interested or affiliated, that would directly or indirectly financially benefit the officer. All such services will be fully disclosed or known to the Executive Committee members present at the meeting at which the contract or transaction is authorized.

Article 5  –  FINANCE

 Section 5.1. Acceptance of Funds. Grants, donations, bequests and other funds

and property may be accepted by the SEAC from any source in conformity with policies adopted by the Executive Committee.

 Section 5.2. Depository Accounts. All SEAC funds shall be placed in such depository or investment accounts as the officers may designate. Checks must be signed by persons authorized as signers by the Executive Committee.

Section 5.3. Management of Funds. The Treasurer shall be the principal custodian of all funds, shall see that accurate books of account are maintained, shall ensure compliance with government tax, reporting and other requirements, and shall provide the Executive Committee with financial reports and statements as needed. All financial records shall be open to inspection by any officer or member.

Section 5.4. Payments to Officers. There shall be no compensation for serving as an officer, but officers may be compensated for other services to the organization and reimbursed for expenses incurred on its behalf.

Section 5.5. Fiscal Year. The financial records and reports of the organization shall be based on a fiscal year ending Aug. 31.

Article 6 – INDEMNIFICATION

Section 6.1. Indemnification. To the extent permitted by law, the corporation shall pay or reimburse expenses and liabilities incurred by its officers, employees and volunteers as a result of actual or threatened legal or administrative proceedings related to their service to the corporation, provided they acted in good faith in the matters giving rise to the proceedings, reasonably believed their actions to be in the best interests of the corporation, and did not knowingly violate the law, and further provided they have given prompt notice of the matters to the corporation and have given it the opportunity to provide legal counsel and to participate in resolution of the matters. Expenses and liabilities include, but are not limited to, costs of legal counsel reasonably incurred or imposed as a result of actual or threatened proceedings, judgments and fines, and settlements reasonably entered into, regardless of whether the officer or employee is still serving the corporation in that capacity at the time the expenses or liabilities are incurred. Any indemnification payments must be approved by a majority of the Executive Committee.

Article 7 – AMENDMENT OF ARTICLES OF INCORPORATION OR BYLAWS

Section 7.1. Amendment. The Articles of Incorporation or these bylaws may be amended by a vote of 2/3 of the voting members present at any meeting attended by a quorum, provided notice of the intent to amend is provided to members at least 30 days before the meeting, including the text or a fair summary of the intended amendment.

 

 

 

 

 

 

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