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CONSTITUTION & BYLAWS
Revised 07/01/91; 04/04/10; 05/30/15; 06/30/16

SECTION 1 - CONSTITUTION

CONTENTS:

ARTICLE I - NAME
ARTICLE II - PURPOSE
ARTICLE III - OFFICERS
ARTICLE IV - GOVERNING BODY
ARTICLE V - MEETINGS
ARTICLE VI - COMMITTEES
ARTICLE VII - AMENDMENTS
ARTICLE VIII - DISSOLUTION

ARTICLE I
NAME
Sec. 1. The name of this organization shall be American Motion Picture Society (AMPS).

ARTICLE II
PURPOSE
Sec. 1. The purpose of the organization shall be educational, to stimulate and encourage the making of motion pictures, especially by non-professional artists, to urge participation in competitions and festivals, and to sponsor at least one motion picture festival each year. Notwithstanding any other provision of these Articles, the purposes and activities of the Association shall be limited exclusively to exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding section of any future Federal tax code).

ARTICLE III
OFFICERS
Sec. 1. The officers shall be a President, a Vice-President, and a Secretary-Treasurer.

ARTICLE IV
GOVERNING BODY
Sec. 1. The Society shall be governed by a Board of Directors, which shall be composed of the three or four officers and up to five elected Directors, with a minimum of two elected Directors.

ARTICLE V
MEETINGS
Sec. 1. At least two in-person meetings shall be held each year.

ARTICLE VI
COMMITTEES
Sec. 1. The President shall appoint committees as needed.

ARTICLE VII
AMENDMENTS
Sec. 1. Any Board member may request amendments to this Constitution. Exact wording of proposed change(s) must be presented to the Board of Directors, who shall assess the value of proposed change(s). If such change(s) are deemed of value, a vote shall be called. Passage of such change(s) requires a “yea” vote by a quorum of the Board.

ARTICLE VIII
DISSOLUTION
Sec. 1. In the event of dissolution of this Society, its physical assets, if any, shall be sold at auction. All financial assets shall be distributed to a film / arts-related not-for-profit (exempt) organization, included under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code.

SECTION 2 – BYLAWS

CONTENTS:

ARTICLE I - BOARD / OFFICERS & DIRECTORS
ARTICLE II - GOVERNING BODY
ARTICLE III - MEETINGS
ARTICLE IV - COMMITTEES
ARTICLE V - AMENDMENTS
ARTICLE VI - FEES
ARTICLE VII - RECALL PRODECURE

ARTICLE I
BOARD / OFFICERS & DIRECTORS
Sec. 1. The President, Vice-President, Secretary –Treasurer, or Secretary and Treasurer and up to five Directors shall be elected at the annual meeting and shall each serve for one year, with a minimum of two elected Directors.

Sec. 2. The President shall preside at all regular and called meetings of the Society.

Sec. 3. The Vice-President shall serve as President at those times when the President is absent or unable to serve. Should the President be permanently unable to serve, the Vice-President shall become President and serve for the remainder of the term. At such time the Vice-President assumes the responsibilities of the President, at the next regularly scheduled Board meeting, a new Vice-President will be elected from the existing Board of Directors, and a new Director will be elected to serve the remainder of the term.

Sec. 4. The Secretary-Treasurer shall keep all vital records of the Society, shall give notice to the Board of all meetings, regular or called, shall perform such duties as the President may direct, have custody of the funds and keep records of all monies received and disbursed. If the Secretary-Treasurer is unable serve a full term, at the next regularly scheduled Board meeting, following the resignation of the Secretary-Treasurer, a Secretary-Treasurer or a Secretary and a Treasurer will be elected from the existing Board of Directors, and a new Director may or may not be elected to serve the remainder of the term, depending on the requirements of SECTION 1 – CONSTITUTION, ARTICLE IV, GOVERNING BODY.

OR

Sec. 4a. The Secretary shall keep all vital records of the Society, shall give notice to the membership of all meetings, regular or called, and shall perform such duties as the President may direct. If the Secretary is unable serve a full term, at the next regularly scheduled Board meeting, following the resignation of the Secretary, a Secretary or a Secretary-Treasurer will be elected from the existing Board of Directors, and a replacement Director may or may not be elected to serve the remainder of the term, depending on the requirements of SECTION 1 – CONSTITUTION, ARTICLE IV, GOVERNING BODY.

AND

Sec. 4b. The Treasurer will have custody of the funds and keep records of all monies received and disbursed, and shall perform such duties as the President may direct. If the Treasurer is unable serve a full term, at the next regularly scheduled Board meeting, following the resignation of the Treasurer, a Treasurer or a Secretary-Treasurer will be elected from the existing Board of Directors, and a replacement Director may or may not be elected to serve the remainder of the term, depending on the requirements of SECTION 1 – CONSTITUTION, ARTICLE IV, GOVERNING BODY.

Sec. 5. If a Director is unable serve a full term, the President may or may not call for replacement nominations from the remaining Board, depending on the requirements of SECTION 1 – CONSTITUTION, ARTICLE IV, GOVERNING BODY. If required, and after a vetting process (conducted in person or via email), at the next regularly scheduled Board meeting following the vetting process, a new Director will be elected from the vetted candidates to serve the remainder of the term.

Sect. 6. A Nominating Committee will be established each year to recruit Board members. The committee will submit their recommendations to the current Board of Directors. An election shall take place at the annual meeting of the Society. Nominations from the floor are acceptable, provided established eligibility requirements are met by the nominee.

ARTICLE II
GOVERNING BODY
Sec. 1. The President, Vice-President, Secretary-Treasurer, or Secretary and Treasurer, and two Directors shall be elected at an Annual Meeting.

ARTICLE III
MEETINGS
Sec. 1. The Board of Directors shall meet each year, in person, to conduct official Society business at an Annual meeting.

Sec. 2. The Society shall hold at least one in-person meeting each year, in addition to the Annual Meeting.

Sec. 3. The time and place for physical meetings shall be determined and agreed upon by the Board of Directors.

Sec. 4. Additional meetings may be held, from time-to-time, and may be conducted via phone, or other such electronic communication devices.

Sec. 5. Other than business conducted at the Annual Meeting, the Board of Directors may vote on Society business via fax or email, or other such electronic communication devices, the results of which will be tallied and posted by the Secretary-Treasurer.

Sec 6. A quorum of the Board of Directors is required for the passage of any Society vote. For purposes of the Society, a quorum is defined as “at least half of all current Board members.”

Sec 7. Board Members not present at meetings will be provided with a copy of the minutes by the Secretary-Treasurer.

ARTICLE IV
COMMITTEES
Sec. 1. The President shall appoint committee Chairpersons, recommendations for which may be made by anyone affiliated with AMPS. Chairpersons may appoint committee members.

Sec. 2. The Nominating Committee shall seek suitable candidates for the AMPS Board of Directors, whose names may be placed in nomination only after said nominees have declared, in writing, their willingness to serve and uphold the covenants of the Society if elected.

ARTICLE V
AMENDMENTS
Sec. 1. Any Board member may request amendments to these Bylaws. Exact wording of proposed change(s) must be presented to the Board of Directors, who shall assess the value of proposed change(s). If such change(s) are deemed of value, a vote shall be called. Passage of such change(s) requires a “yea” vote by a quorum of the Board.

ARTICLE VI
FEES
Sec. 1. The Board of Directors shall determine the amount of any fees to be paid to participate in AMPS events.

ARTICLE VII
RECALL PROCEDURE
Sec. 1. Three Board members may ask for a vote of recall of any Board member at any time for cause. Their reasons for the recall shall be presented to the Board of Directors who shall assess its value. The voting procedure for a recall shall be identical to that for any Society vote, as described in Article III, Section Six of these Bylaws.

END

Revised July 1,1991; April 4, 2010; May 30, 2015; June 30, 2016