Bylaws

From Nancy E. Wolff, Esq., & the PACA Legal Committee

In the summer of 2002 the extended executive committee attended a strategic planning committee. One goal was to review the seventeen-year-old bylaws that were written when the industry was quite different. Although it had been amended several times, it was clear that new bylaws were necessary to reflect the current business procedures in the industry. These bylaws represent a repeal of the former bylaws. These bylaws were presented at the International Conference in Miami, Florida, and were approved by the voting members present. The three areas of significant change include 1) changing the name of the organization to PICTURE ARCHIVE COUNCIL OF AMERICA, to reflect the current variety of image distribution models, without losing the trade name "PACA", 2) moving frequently changing operating procedures out of the bylaws to a policy handbook, to avoid cumbersome by-law revisions, and 3) broadening and streamlining membership categories to reflect the industry.

1. Name
  The name of this organization shall be:
 
The Picture Archive Council of America Inc.
"PACA"
2. Statement of Purpose
  The purpose of the Picture Archive Council of America is to foster and maintain a community in which members can collect, compile and disseminate accurate and reliable information and educational materials concerning the image archiving and licensing business including legal developments in the industry.
3. Location
  Offices of the Council shall be located in the State of New York, or in such other localities as shall be determined by the Executive Committee.
4. Membership
 
4.1 THE COUNCIL — The body of the whole membership of PACA shall be known as the "Council". The Council shall be comprised of member entities or individuals, each having separate and unique trade identities, but all generally engaged in the business of archiving or licensing images or other intellectual property.
4.2 MEMBERSHIP —The Executive Committee may establish classes of membership and privileges as necessary including Voting and Non Voting Members.
 
4.2.1 Each member must designate its Listed Members including a main contact person.
4.2.2 Each member must identify a voting individual.
4.3 APPPLICATIONS FOR MEMBERSHIP — All applicants for membership must complete and sign the application form, sign the PACA Code of Ethics and submit the application to the Membership Committee of PACA.
4.4 RE-APPLICATION FOR MEMBERSHIP — Any candidate for membership whose candidacy receives a negative disposition may re-apply after a period of one year from the date of the final disposition of the prior candidacy.
4.5 RESIGNATION — Any member may resign by filing a written resignation with the Executive Committee, however, resignation does not relieve a member from liability for dues accrued and unpaid as of the date of resignation.
4.6 EXPULSION — Any member may be expelled for adequate reasons by a majority vote of the Executive Committee. Any member proposed for expulsion for any reason must be given advance written notice including the reason for the proposed expulsion, opportunity to contest the proposed expulsion in writing or in person before the Executive Committee, and final written notice of the Executive Committee's decision.
4.7 RESTITUTION OF MEMBERSHIP — A member who has been expelled may re-apply for membership after a period of one (1) year from the date of expulsion.
4.8 DUES — Dues shall be established by the Executive Committee.
4.9 ASSESSMENTS — The Executive Committee may levy special assessments from time to time as necessary.
5. Meetings of the Council
 
5.1 ANNUAL MEETING — The Council shall hold an annual meeting of the membership at a place and on a date, which shall be, determined Executive Committee.
5.2 SPECIAL MEETINGS — The Executive Committee may call special meetings of the Council at any time. Special meetings may also be called at the discretion of the President or upon written request by not less than ten percent (10%) of voting members in good standing.
5.3 NOTICE OF MEETINGS — The Executive Committee must give the Council at least seven (7) days notice before all annual and special meetings.
5.4 VOTING — At all meetings of the Council each Voting Member shall have one (1) vote. A majority vote of those Voting Members present and voting shall govern. In the event of a tie, the President shall cast the deciding vote.
5.5 VOTING BY DESIGNATED ALTERNATES — Voting by designated alternates shall be permitted. A Voting Member may designate one (1) of its Listed Individuals as an Alternate Voting Individual who may carry the vote for the VOTING MEMBER as well as the proxy vote of not more than one other Voting Member. Permission to stand, as an Alternate Voting Individual must be demonstrated in writing signed by the Voting Individual authorizing the alternate's vote. An original copy of the authority shall become part of the official minutes of the meeting, and Alternate authorization shall be for that meeting solely. Designated Alternates shall be counted to establish a quorum.
5.6 VOTING BY PROXY — Voting by proxy shall be permitted at Council meetings. A Voting Member in good standing in the person of their Voting Individual or designated Alternate Voting Individual shall represent not more than one (1) other Voting Member in good standing by proxy. Permission to cast a proxy vote must be demonstrated in writing, signed by the Voting Individual authorizing the proxy. The original copy of the authority shall be part of the official minutes of the meeting, and the proxy authorization shall be for that meeting solely.
5.7 VOTING BY MAIL — Voting by mail ballot shall be permitted. The presentation of any proposal to the Council by the method of a mail vote, excepting election ballots, shall first be approved by the Executive Committee, unless the proposal has already been endorsed in writing by ten percent (10%) of the Voting Members in good standing, in which case Executive Committee approval shall not be necessary. On any mail vote, a simple majority of those ballots returned or postmarked by a designated deadline shall determine the action. In the event of a tie, the President shall cast the deciding vote.
5.8 QUORUM OF VOTING MEMBERS — At Annual, Regular and Special meetings of the Council, a quorum shall consist of no less than ten percent (10%) of the number of votes entitled to be cast.
5.9 CANCELLATION OF MEETINGS — The Executive Committee may cancel any meeting of the Council for cause in any manner that is expeditious under the circumstances.
6. Officers
 
6.1 ELECTED OFFICERS — The elected officers of the Council shall be a President, a Vice-President, a Secretary, a Treasurer and two (2) Officers-at-Large.
6.2 TERM OF OFFICE — The elected officers of the Council shall be elected every two (2) years by the Voting Members and shall serve until their successors have been duly elected and assume office.
6.3 QUALIFICATIONS FOR OFFICE — Any Voting or Listed Individual from any Voting Member in good standing shall be eligible for nomination and election to the office of President, providing the individual shall have previously served not less than two (2) full years as a Committee Chair, or one term as an elected member of the Executive Committee and provided that, if elected, this individual must be the Voting Individual for that Voting member and must remain the Voting Individual for the term of this individual's Presidency and may not be represented by a proxy. Any Voting member or listed individual in good standing shall be eligible for nomination and election to the office of Vice-President, Secretary, and Treasurer or Officer-at-Large.
6.4 ELECTION OF OFFICERS
 
6.4.1 FREQUENCY — Elections shall occur biannually.
6.4.2 CALL FOR NOMINATIONS — The announcement of the election and the call for nominations by the Nominating and Elections Committee shall occur not less than one hundred eighty (180) days prior to the first day of May.
6.4.3 NOMINATIONS OF OFFICERS — The Nominating and Elections Committee shall prepare and submit to the Council a proposed slate of nominations for the offices of President, Vice-President, Secretary, Treasurer and Officers-at-Large. The Nominations and Elections committee shall verify the eligibility of all nominees. Individuals so nominated shall have given prior consent to said nomination and election as an officer.
6.4.4 PRESENTATION OF PROPOSED SLATE/NOMINATIONS FROM FLOOR — For fourteen (14) days after the presentation of the proposed slate, The Nominating & Elections Committee shall accept additional nominations for any office from any Voting Member of the Council. All nominations from the membership shall be made subject to the written consent of the Nominee, which shall accompany the nomination.
6.4.5 PRESENTATION OF FINAL SLATE — The Nominating and Elections Committee shall present a proposed slate of candidates to the Council not later than ninety (90) days prior to the Annual Meeting.
6.4.6 BALLOTING — The Nominating and Elections Committee shall distribute the ballot to all Voting Individuals by name not later than ten (10) days following the close of nominations. The ballot shall instruct the Voting Individual to cast not more than one (1) vote each for the positions of President, Vice-President, Secretary and Treasurer, and not more than two (2) votes for the positions of Officer-at-Large. An incorrectly cast vote shall invalidate the vote for the position in question only. The Nominations and Elections Committee shall conduct the election according to procedure set forth by the Executive Committee. The offices of President, Vice-President, Secretary and Treasurer shall be elected by a simple majority of the votes cast for each office. The two (2) candidates for Officer-at-Large receiving the two highest vote counts shall be elected. In the case of a tie vote for any office, a deciding vote shall be cast by the sitting President.
6.4.7 ANNOUNCEMENT OF ELECTION RESULTS — The Nominating and Elections Committee will present the results of the election to the membership in the next regularly scheduled communication to the Council.
6.4.8 SUCCESSION OF OFFICERS — Newly elected officers shall take office and assume their responsibilities immediately upon the first (1st) of May.
6.4.9 IMMEDIATE PAST PRESIDENT — Upon the succession of officers, the sitting President shall become the Immediate Past President, and shall serve a term of two (2) years, or until succeeded by the next Immediate Past President.
6.4.10 RE-ELECTION — Elected officers may succeed themselves in a given position not more than one time; except for the office of President which shall be limited to one full term, and thereafter said retiring President shall not be eligible to hold any elected office for the period of the next two (2) election cycles.
6.4.11 VACANCIES — Vacancies in any elected office shall be filled for the balance of the term thereof by the Executive Committee upon recommendation of the Nominating and Elections Committee. Vacancies of any office need to be filled within (60) sixty days from the date of vacancy.
6.4.12 VACANCY/IMMEDIATE PAST PRESIDENT — Any vacancy in the position of Immediate Past President shall be filled by the Executive Committee upon recommendation of the Nominating and Elections Committee. This person shall in effect become a third Member at Large and will serve until replaced by the next Immediate Past President.
6.4.13 REMOVAL — The Executive Committee, by two-thirds vote of all of its Members, may recommend to the Chairperson of the Nominating and Elections Committee removal of any Officer from office for cause. The Chairperson and the members of the Nominating and Elections Committee shall gather information and documentation concerning reasons for the proposed action. They will also gather any rebuttal information or documentation from the Officer in question concerning reasons for the proposed action. The complainant(s) and Officer in question shall both have the right to appear in person before a hearing of the Executive Committee to present arguments for and against removal. The Executive Committee shall decide by two-thirds (2/3) vote of all its members whether or not to recommend to the Council removal of the Officer. Should the Executive Committee vote to recommend removal, a ballot shall be distributed to the voting members of the Council. Ballots shall be accompanied by a statement on the proposed removal by the Executive Committee, and a rebuttal statement by the Officer recommended for removal, should a rebuttal statement be available. Such recommendation shall be subject to two-thirds (2/3) ratification by the voting members of the Council.
7. Duties of Officers
 
7.1 PRESIDENT — The President shall be the chief elected officer of the Council, preside at all meetings of the Council and serve as Chairperson of the Executive Committee. The President shall be an ex-officio member, without a vote, of all committees, except the Nominating and Elections Committee and the Ethics and Grievance Committee, of which the president shall not be a member. The President shall make all required appointments of Chairpersons of Standing and Special Committees, unless otherwise noted. At the Annual Meeting of the Council and at such other times as may be deemed proper, the President shall communicate to the Council such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of the Council. The President shall perform such other duties as are necessarily incident to the office of President, which are not inconsistent with the Bylaws as may be assigned by the Executive Committee.
7.2 VICE-PRESIDENT — The Vice-President shall perform such duties as are delegated (or assigned) by the President or the Executive Committee, and shall perform the duties of the President in the event that the President is unable to serve. The Vice President shall perform such other duties as are necessarily incident to the office of Vice President, which are not inconsistent with the Bylaws as may be assigned by the Executive Committee.
7.3 SECRETARY — The Secretary shall oversee the proper recording of the proceedings of meetings of the Council and the Executive Committee, ensure that accurate records are kept of the membership, oversee the preparation and mailing of all meeting notices and shall perform the duties of President in the event that both the President and Vice-President are unable to serve. The Secretary shall perform such other duties as are necessarily incident to the office of Secretary, which are not inconsistent with the Bylaws as may be assigned by the Executive Committee.
7.4 TREASURER — The Treasurer shall oversee the Council's funds and financial records; establish proper accounting procedures for the handling of the Council's funds; implement a annual review by a Certified Public Accountant; serve on the Budget Committee (see section 9.1.5); and, further, report on the financial condition of the Council at the Annual Meeting or at such other times as called upon by the President. Such duties of the Treasurer as may be specified by the Executive Committee may be delegated to the President. . The Treasurer shall perform such other duties as are necessarily incident to the office of Treasurer, which are not inconsistent with the Bylaws as may be assigned by the Executive Committee.
7.5 OFFICERS-AT-LARGE — The Officers-at-Large shall perform such duties as are delegated (or assigned) by the President or the Executive Committee. The Officers at large shall perform such other duties as are necessarily incident to the office of Officers at large which are not inconsistent with the Bylaws as may be assigned by the Executive Committee.
7.6 IMMEDIATE PAST PRESIDENT — The Immediate Past President shall serve as a member of the Executive Committee. The Immediate past President shall perform such other duties as are necessarily incident to the office of Immediate past President which are not inconsistent with the Bylaws as may be assigned by the Executive Committee.
8. Executive Committee
 
8.1 AUTHORITY AND RESPONSIBILITY — The governing body of the Council shall be the Executive Committee. The Executive Committee shall have supervision, control and direction of the Council, its committees and publications; shall determine its policies and changes therein; shall actively pursue its objectives and supervise the disbursements of its funds. The committee shall oversee and supervise any and all council employees or contractors. The actions of the Executive Committee shall be reported to the Council by mail or at the next Council meeting.
8.2 EXECUTIVE COMMITTEE MEMBERSHIP — The Executive Committee shall consist of the elected officers of the Council (named in Article 4.1) and the Immediate Past President. Not more than two (2) members of the Executive Committee may be in the employ of the same Member. Current members of the Executive Committee shall not serve as Chairpersons of the Nominating and Elections Committee or the Ethics and Grievance Committee.
8.3 EXECUTIVE COMMITTEE MEETINGS — Regular meetings of the Executive Committee shall be held not less than six (6) times during each administrative year at such times and at such places, as the Executive Committee shall prescribe. Notice of all such meetings shall be given to the Council not less than seven (7) days before the meeting is to be held. Special meetings of the Executive Committee may be called by the President or at the request of any three (3) members of the Executive Committee, upon written or verbal communication to each member of the Executive Committee, not less than seventy-two (72) hours before the meeting is to be held.
8.4 QUORUM — A majority of the members of the Executive Committee shall constitute a quorum for the transaction of the business of the Council, and any such business transacted shall be valid providing it is affirmatively passed upon by a majority of those present and voting.
8.5 VOTING — Voting rights of a member of the Executive Committee may not be exercised by proxy.
8.6 ALTERNATIVE VOTING METHODS — An action taken by a mail, fax, email, telephone or any designated means of ballot of the members of the Executive Committee shall be a valid action of the Executive Committee. Such ballots shall be confirmed in writing by the President and shall be affirmed at the next regular meeting of the Executive Committee.
8.7 ABSENCE — Any Member of the Executive Committee who shall have been absent from four (4) consecutive regular meetings of the Executive Committee shall automatically vacate the seat on the committee and the vacancy shall be filled as provided by these Bylaws. The Executive Committee may consider each absence of an elected officer or the Immediate Past President as a separate circumstance and may expressly waive such absence — if for reasons of illness, family emergency, overseas travel, etc. — by affirmative vote of a majority of its members.
8.8 COMPENSATION — Members of the Executive Committee shall not receive any compensation for their services.
8.9 INDEMNIFICATION — Every member of the Executive Committee, Chairpersons of designated committees, employees and such others as specified from time to time by the Executive Committee, shall be indemnified by the Council against any and all expenses and liabilities including counsel fees, reasonably incurred or impose upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of being or having been a member of the Executive Committee, Committee Chairperson or employees at the time such expenses are incurred, except in such cases wherein the Members of the Executive Committee, Committee Chairpersons or employees are adjudged guilty of willful misfeasance, malfeasance or non-feasance in the performance of their duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.
9. Committees
 
9.1 STANDING COMMITTEES — Standing committees perform the continuing tasks of the Council. Standing committees shall report at least annually to the Executive Committee. Standing Committees may not be disbanded without a change in the bylaws unless otherwise provided by the bylaws. All committees shall serve for a term of two years. The standing committees shall be as follows:
 
9.1.1 NOMINATING AND ELECTIONS COMMITTEE — The President shall appoint, with the approval of the Executive Committee, a Nominating and Elections Committee which shall consist of not less than three (3) Voting Members. The duties of the Nominations and Election Committee shall be defined in the Operating Procedures.
9.1.2 ETHICS AND GRIEVANCE COMMITTEE — There shall be an Ethics and Grievance Committee, which shall consist of three (3) Voting Members of the Council, to be recommended by the President and appointed by majority vote of the Executive Committee. These three (3) Members may not serve on the Executive Committee or Standing Committees during the term of their tenure on the Ethics and Grievance Committee. The term of office shall be concurrent with the term of the President of the Council. No two (2) members of the Ethics and Grievance Committee may be in the employ of the same Member. Alternate Member: In the event that a grievance is lodged against the Council Member of any of the Ethics and Grievance Committee members or should a member of the Ethics and Grievance Committee withdraw for cause, the other two (2) members of the committee shall request that the Executive Committee appoint an Alternate to serve during the hearing of that complaint only. The duties of the Ethics & grievance committee shall be defined in the Operating Procedures
9.1.3 MEMBERSHIP COMMITTEE — The Membership Committee shall consist of a Chairperson appointed by the President and approved by the Executive Committee. The Chairperson's term shall be concurrent with the President. The Membership Committee shall receive and review all applications for membership. The duties of the Membership committee shall be defined in the Operating Procedures.
9.1.4 EDUCATION AND COMMUNICATIONS COMMITTEE — Shall consist of not less than one (1) member in good standing. The Committee shall be entrusted with the duty of preparing and disseminating all approved communications, educational materials, and overseeing any publications of the Council. The duties of the Education & Communications committee shall be defined in the Operating Procedures.
9.1.5 BUDGET AND FINANCE COMMITTEE — Shall consist of not less than one (1) member in good standing of the Council, and the Treasurer. The Committee shall confer with the President on the annual budget of the Council and shall prepare recommendations for the Executive Committee. The Committee shall perform such other duties in connection with the finances of the Council as the Executive Committee may determine from time to time. The Treasurer shall not serve as Chairperson of the Budget Committee. The duties of the Finance committee shall be defined in the Operating Procedures.
9.1.6 PUBLIC RELATIONS COMMITTEE — Shall consist of not less than one (1) member in good standing to be appointed by the President. The Committee shall be entrusted with the duty of bringing before the public activities or policies of the Council worthy of public recognition. The duties of the Public Relations committee shall be defined in the Operating Procedures.
9.1.7 INTERNATIONAL COMMITTEE — Shall consist of not less than one (1) member in good standing, to be appointed by the President. The duties of the International committee shall be defined in the Operating Procedures.
9.1.8 LEGAL COMMITTEE — Shall consist of not less than one (1) member in good standing, to be appointed by the President. The Committee shall be entrusted with monitoring changes in the law as they apply to the industry, and updating the PACA Legal Handbook in conjunction with the Counsel for PACA.
9.2 CREATION AND DISSOLUTION OF SPECIAL COMMITTEES — The President may, from time to time, appoint such Special Committees as are deemed advisable. The President shall monitor actions of the Standing and Special Committees of the Council and shall recommend to the Executive Committee on a regular basis the creation, dissolution and consolidation of these bodies.
9.3 APPOINTMENT OF CHAIRPERSONS — Unless otherwise required by these Bylaws, appointments of Chairpersons by the President shall not require approval from the Executive Committee. Chairpersons of all Standing and Special Committees shall serve at the pleasure of the President unless otherwise specified by these Bylaws.
10. Staff and Vendors
 
10.1 APPOINTMENT — The Council may employ a salaried staff or vendors, whose terms and conditions of employment shall be specified by the Executive Committee and defined by written contract.
10.2 AUTHORITY AND RESPONSIBILITY — The President shall supervise and direct all activities of the staff or vendors subject to the policies of the Executive Committee. Only the Executive Committee shall employ or terminate the employment of the staff or vendors necessary to carry on the work of the Council and shall fix their compensation and other financial arrangements within the approved budget.
10.3 The Executive Committee shall define the duties of the staff or vendors, monitor their performance, establish their titles and delegate those responsibilities of management as shall be in the best interest of the Council, and report upon the expenditures and performance of the staff or vendors to the Council at least once annually. The staff or vendors may attend without vote as an ex-officio member of the Executive Committee.
11. Finance
 
11.1 FISCAL PERIOD — The fiscal period of the Council shall be the calendar year.
11.2 BUDGET — Not less than sixty (60) days prior to the end of each fiscal year the Executive Committee, upon recommendation from the Budget and Finance Committee, shall adopt an annual operating budget for the next fiscal year covering all activities of the Council. Within sixty (60) days following completion of the fiscal year the Treasurer shall furnish the Council with a financial report on the fiscal year just completed.
11.3 FINANCIAL REVIEW — The accounts of the Council shall be reviewed annually by a Certified Public Accountant.
11.4 CALL FOR AUDIT — Upon signed written petition by not less than ten percent (10%) of all eligible Voting Members calling for a certified financial audit by an independent Certified Public Accounting firm. Said call for CPA audit shall occur no more than one (1) time per fiscal year.
11.5 USE OF FUNDS DISSOLUTION — The Council shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure, or be distributed, to the members of the Council. On dissolution of the Council, any funds remaining shall be distributed to one (1) or more regularly organized and qualified charitable, educational, scientific or philanthropic organizations to be selected by the Executive Committee.
12. Operating Procedures
  The executive Committee may adopt operating procedures, which may not be in conflict with these Bylaws to govern its procedures. Such rules may be adopted or repealed by a majority vote of a fully comprised executive committee. Proposed operating procedures must be presented in writing to the executive committee not less than two weeks prior to its meeting.
13. Amendments to the Bylaws
 
13.1 PROPOSING — Amendments to or a repeal of these Bylaws may be proposed by the Executive Committee on its own initiative or upon signed written petition by not less than ten percent (10%) of the voting members in good standing of the Council. The Executive Committee shall present all such proposals to the Council with or without endorsement within thirty (30) days of receipt of the call for amendment or repeal. The Secretary shall notify the membership in writing of the proposed amendment(s), not less than fifteen (15) days before the ballot.
13.2 APPROVAL — The proposed amendment(s) shall be open for discussion for a period of not less than thirty (30) days but not more than sixty (60) days. Afterwards a ballot of the Voting Members will be conducted. A positive vote by a two-thirds (2/3) majority shall be necessary to carry the amendment.
14. Parliamentary Authority
  The Standard Code of Parliamentary Procedure by Alice Sturgis shall serve as the Parliamentary reference to govern the proceedings for any or all matters of the Council, or its divisions or subgroups unless provided otherwise in the Council's documents or the law.