Constitution & Bylaws

CCA Constitution & Bylaws

Constitution

ARTICLE I – NAME
Section 1. The name of this organization is the Council of Communication Associations, hereinafter referred to as “Council.”
Section 2. Official use of the Council’s name shall be made only through the authority of the Council’s Board of Directors.

ARTICLE II – PURPOSES
Section 1. The purposes of the Council shall be to enhance the missions and to facilitate the activities of its member associations, to advocate for the welfare and promote the understanding and advancement of communication, domestically and internationally, as academic and professional fields.
Section 2. The Council, a not-for-profit corporation, exists for educational, scientific and literary purposes only. No part of the organization’s net revenues may be used for the private benefit of any individual or group.

ARTICLE III – MEMBERSHIP
Members of the Council shall be membership societies or associations. Any such membership organization whose primary interests are to promote the purposes of the Council may apply for membership in the Council.

ARTICLE IV – MANAGEMENT
The business of the Council is governed by its Board of Directors. The membership of the Board of Directors shall be as specified in the Bylaws.

ARTICLE V – OFFICERS
Section 1. The officers of the Council shall be Chair and Executive Director.
Section 2. The duties of the officers shall be as specified in the Bylaws.

ARTICLE VI – LEGISLATION AND ADMINISTRATION
Section 1. The Board of Directors shall be the principal policy-making body of the Council and shall be responsible for managing its resources and activities.
Section 2. Policies and actions of the Council shall not necessarily be interpreted as those of any member association.

ARTICLE VII – USE OF RESOURCES
The resources and earnings of the Council will in no way inure to the benefit or be distributable to the members of the Board of Directors, the officers of the Council, or other private individuals, except that the Council shall be able to pay reasonable compensation for services rendered, reimburse individuals for money expended in the Council’s behalf, and make payments and distributions in furtherance of the purposes set forth in Article II of this instrument. No substantial part of the resources or activities of the Council will be devoted to influencing legislation, and the Council will not participate or intervene in the campaign of any individual for public office.

ARTICLE VIII – DISSOLUTION
The Council may be dissolved only at a special meeting of the Board of Directors called for the purpose, and in the manner prescribed by the relevant state laws, by vote of the three-fourths of the members present. Subject to compliance with the applicable provisions of such laws, upon any such dissolution of the Council and all its property remaining after satisfaction of all its obligations shall be distributed to one or more corporations, funds, foundations or learned societies such as the Board of Directors may select, organized and operated exclusively for charitable, scientific, literary, or educational purposes, no part of which inures to the benefit of any private shareholder, member, or individual, and which does not carry on propaganda or participate or intervene in any political campaign.

ARTICLE IX – AMENDMENT OF THE CONSTITUTION
The Council’s Constitution may be amended upon the recommendation of the Board of Directors and with the concurrence of at least two-thirds of the Council’s member associations.
Bylaws

ARTICLE I – COUNCIL MEMBERSHIP
Section 1. The rights, privileges, services and obligations of membership shall be authorized by the Board of Directors.
Section 2. Any membership society or association, whose primary interests are consistent with the purposes of the Council, is eligible to apply in writing to the Board of Directors for membership in the Council. Admission to membership is at the discretion of the Council’s Board of Directors.
Section 3. Removal of a member association from the Council may be done only at a meeting of the Board of Directors at which the subject of the removal has been announced to all directors as an agenda item. A two-thirds vote is required.

ARTICLE II – DUES AND FEES
Section 1. Dues shall be determined by the Board of Directors and collected by the Executive Director or a designated representative.
Section 2. Fees for Council services, programs and products shall be determined by the Executive Director, with the advice of the Board of Directors.

ARTICLE III – MEETINGS
Section 1. The Council’s Board of Directors shall meet twice per year on a date and at a time and place to be designated by the Board. The fall meeting should generally be the third Monday in September and the spring meeting should generally be the first Monday in March. Written notice of such meetings must be sent to each Board member not less than 60 days prior to the date of the meeting.

Section 2. Additional meetings of the Board of Directors may be called by the Chair or Executive Director. The date, place and time of such meetings may be established by the callers of those meetings. Section 3. At any meeting of the Board of Directors a quorum shall consist of one half of the member association’s representatives on the Board plus one, dropping fractions. The meetings of the Board shall be governed by Roberts Rules of Order (Revised) except where those rules conflict with the Council’s Constitution or these bylaws, which shall then take precedence.

Section 4. All meetings of the Council shall be open.

Section 5. The Council assumes no responsibility for position statements or actions of its individual member associations.

ARTICLE IV – BOARD OF DIRECTORS
Section 1. Each member association of the Council shall elect or appoint, by whatever procedure it deems appropriate, up to but not exceeding two individuals to serve as its representatives to the Council’s Board of Directors. The terms of office begin on July 1 for two years, and may be renewed.
Section 2. The Council’s Executive Director shall be elected by the Board of Directors. The term of office of the Council’s Executive Director shall be three years, and the office of the Council’s Executive Director shall rotate among the member associations.
Section 3. If a vacancy occurs on the Board of Directors, the represented member associations shall designate a new representative to complete the unexpired term.
Section 4. At meetings of the Board of Directors, each member association shall have two votes on each matter brought before the Board. All decisions shall be by simple majority vote of those present, provided a quorum is present, physically or virtually. Voting by proxy is acceptable. Proxies must be in writing and must authorize a specific Board member to cast votes at his/her discretion for the absent Board member at a specific meeting of the Board. Proxies count toward a quorum.

ARTICLE V – OFFICERS
Section 1. The Council’s Chair shall be elected by the Board of Directors at its spring meeting from among the member association’s representatives. The term of office is two years, beginning on the first day of July following the election.
Section 2. If a vacancy occurs in the office of Chair, the Board of Directors shall elect another Board of Directors member to complete the unexpired term.
Section 3. An officer may be removed only at a meeting of the Board of Directors at which the subject of the removal has been previously announced to all Directors as an agenda item. A two-thirds vote is required.
Section 4. The Chair shall serve as presiding officer of the Council and the Board of Directors and shall discharge the responsibilities normally adhering to the office.
Section 5. The Executive Director shall appoint board members to discharge the usual functions of secretary and treasurer, shall administer the business of the Council under the direction of the Board of Directors, and shall be responsible for the management and business of the Council.

ARTICLE VI – EXECUTIVE COMMITTEE
Section 1. The Executive Committee of the Council consists of the two elected officers and one at-large member appointed by the Chair.
Section 2. The Board of Directors may delegate to the Executive Committee such authority as it deems proper and necessary to provide for effective operation of the Council’s activities between Board meetings.

ARTICLE VII – STAFF
The Board of Directors may hire such staff as it deems necessary to implement the activities of the Council. Staff reports to the Executive Director.

ARTICLE VIII – RECORDS AND REPORTS
Section 1. The Executive Director of the Council shall oversee the recording, maintaining, and distribution of minutes of all meetings of the Board of Directors and of the Executive Committee.
Section 2. Budgets shall be approved and expenditures shall be authorized only by the Board of Directors. Expenditures in accordance with previously authorized budgets shall be made by such procedures as the Board of Directors shall decide.
Section 3. The Executive Director shall have oversight of all financial transactions of the Council. A full statement of the Council’s income, expenditures, and reserves shall be made annually by the Executive Director to the Board of Directors. The fiscal year of the Council shall be the calendar year.

ARTICLE IX – AMENDMENT OF THE BYLAWS
These bylaws may be amended by a majority vote of the Board of Directors.
The Constitution and Bylaws of the Council of Communication Associations was approved March 9-10, 1996, at The Freedom Forum in Arlington, VA by representatives from ACA, AEJMC, ASJMC, BEA, ICA and NCA. These organizations shall be considered charter members of the Council.

The Constitution and Bylaws of the Council of Communication Associations was amended on September 14, 1996, at a meeting held at the Anaheim Hilton. The Constitution and Bylaws were amended on September 22, 2014, at a meeting held at the National Association of Broadcasters in Washington, D.C.by the current members of the Association: American Journalism Historians Association, Association for Business Communication, Association of Schools of Journalism & Mass Communication, Black College Communication Association, Broadcast Education Association, and International Communication Association.