BYLAWS

MEDIA PROFESSIONALS OF FLORIDA, INC.

(A Corporation Not for Profit Under The Laws Of The State Of Florida)

Adopted June 4, 2002

ARTICLE I.  Name and Location

The name of this organization shall be Media Professionals of Florida, Inc. The primary service areas shall be Central Florida. The organization shall be referred to in these Bylaws as MPFI.

ARTICLE II.  Mission and Goals

MPFI’s mission is to provide its members opportunities for professional development, networking, vendor support, involvement in our community and community recognition.

This mission shall be achieved by:

A.  Recognizing audio, video, multimedia and film communications as a specialized field of

endeavor.

B. Promoting professionalism among the practitioners in the field and thereby

gaining status and recognition.

C. Providing a primary channel of communication among users, suppliers,

distributors and manufacturers of audio, video, multimedia and film equipment, materials, and services.

D. Providing liaison between professional audio, video, multimedia and film

communicators and others of like interest within the video, multimedia and film communications

field, and in allied and associated fields.

            E. Taking an active role in the community via producing, shooting, editing or participating in public service projects.

            F. Raising funds for a student scholarship to assist mass media students.

            G. Providing a professional development program for members and guests at regular monthly meetings.

            H. Recognizing outstanding support and volunteerism of members in the service of MPFI.

ARTICLE III. Membership Requirements

SECTION 1.  CLASSIFICATIONS OF MEMBERSHIP

Members shall be entitled to all benefits of MPFI as determined by the MPFI Board of

Directors and shall be eligible to vote, and to hold office subject to the provisions contained herein.

The MPFI Board of Directors shall determine the benefits available to each type of Membership

and may create different levels of membership with different benefits within each type of

Membership.

There are currently three classes of membership designated and defined as follows:

A. Individual Membership: Any individual who has an interest in or who uses audio, video, multimedia and film communications and/or primarily provides a service and/or function related to the planning, production, and/or distribution of video, multimedia and film programming.

B. Student Membership: Any person enrolled as a full-time student. Such person shall be entitled to those benefits of MPFI as approved by the Board of Directors, be eligible to vote, sit on committees and participate in all activities of the organization, subject to the following conditions:

a. Such person shall be defined as carrying 12 undergraduate hours, 6 graduate

hours, trade or technical school or be duly enrolled in a high school program. Such person must submit proof of enrollment upon application to the Association for membership and at each renewal.

b. If the student is in good standing she/he is eligible to become a member of the Board of Directors but not an officer in MPFI.

C. Corporate/Organizational Membership:  If an organization or corporation has four or more members, other members of the same organization or corporation can take the place of absent members at meetings and other official functions except Board Meetings.

Section 2. OBLIGATIONS AND RESPONSIBILITIES OF MEMBERSHIP

A. Term of Membership

Membership shall become effective on January 1 and continue through the calendar year.  Individuals can join at any time on a prorated basis with membership ending December 31^st of that year.

B. All members are expected to conduct themselves in a professional manner when attending monthly meetings or when representing the organization (i.e. misconduct, intoxication or abusive or inappropriate behavior.)

Section 3.  REJECTION, SUSPENSION AND TERMINATION

It shall be the duty of MPFI to apply the membership requirements in a fair and

impartial manner.

Paragraph 1. Rejection: Any individual or organization, which feels its application for

membership has been unjustly rejected may appeal to the MPFI Board of Directors whose

decision shall be final.

Paragraph 2. Suspension or Termination of Membership: Any Member, for violation of

or failure to comply with these Bylaws, including, but not limited to, provisions regarding

membership requirements and observance of the policies of MPFI, may be suspended,

expelled or otherwise disciplined by two-thirds vote of the MPFI Board of Directors.

Paragraph 3. Due Process: Any Member accused of a violation or failure to comply

with these Bylaws, except dues payment, shall receive written notice not less than ten days prior

to a meeting of the MPFI Board of Directors. The Member shall have an opportunity to present

evidence regarding same. Any decision of the MPFI Board of Directors shall be final.

ARTICLE IV. MPFI Board of Directors

Section 1.  ELECTED MEMBERS OF THE MPFI BOARD OF DIRECTORS

Members of the MPFI Board of Directors: Subject to the provisions contained herein, the MPFI Board of Directors shall consist of the President, Vice-President, Treasurer, Secretary and a minimum of four additional Board Members.

Section 2. ELIGIBILITY FOR OFFICE

Any Member of MPFI in good standing may be elected to the Board subject to the additional requirements established by the MPFI Board of Directors or as otherwise contained in these Bylaws. Any candidate for President must have served as a Board Member during the previous year.

Section 3. TERMS OF OFFICE

Elected Members of the MPFI Board of Directors: The term of office for

all elected members of the MPFI Board of Directors shall commence on January 1 and run through the succeeding December 31.

Section 4. DUTIES

Paragraph 1. Duties: The MPFI Board of Directors shall be the policy-making arm of

the Organization and responsible for interpretation of the Bylaws. This shall include, without limitation, responsibility for review of the membership standards, approval of dues, fees, budgets, and conferences/workshops. The MPFI Board of Directors may take any actions it deems necessary and valid for the advancement of the Organization as a whole, consistent with the Bylaws, including, without limitation, the adoption of any names, marks and logos it deems appropriate.

Paragraph 2. Regular Meetings: The MPFI Board of Directors shall meet at least ten

times per year. An agenda shall be made available to board members at the meeting. This shall not preclude other topics from being introduced and action being taken during the meetings. Actions taken by the MPFI Board of Directors at telephonic meetings, or utilizing other mediums such as email are authorized and shall have the same effect as all other lawfully called meetings.

Paragraph 3. Special Meetings: Special or emergency meetings of the MPFI Board of

Directors may be called by any six Members of the MPFI Board of Directors and/or the

President upon not less than three (3) business days notice unless waived by all voting members

of the MPFI Board of Directors.

Paragraph 4. Quorum:  Approval by simple majority vote of all members present shall be sufficient to pass any and all motions before the MPFI Board of Directors unless contrary to other specific provisions of these Bylaws.

Paragraph 5. Proxy: No proxy provision is made for members of the MPFI Board of

Directors.

Paragraph 6. Access to the MPFI Board of Directors: Meetings of the MPFI Board of

Directors shall be open to all Members of the Organization except for Executive Sessions declared

by the MPFI Board of Directors. Time shall be allocated for those Members desiring to address

the MPFI Board of Directors

Paragraph 7. Duties of the Board of Directors:

President:

· In conjunction with the Board, provide oversight on current

   programs, goals, and objectives.

· Serve as the spokesperson for MPFI.

· Preside over meetings of the Board of Directors and monthly membership meetings.

· Liaison to allied association presidents,

  commercial members and governmental entities.

· Work with the Treasurer and Vice President in the development of organization financial

   initiatives.

· Manage Board of Directors activities

· Present state of the organization annually to the membership.

· Appoints nominating committee members.

· Serve as communications liaison between the Board of Directors and membership.

· Authorize disbursement of funds

Vice-President:

· Assist with Presidential duties.

· Perform the duties of the President in the absence of the President

· With Board assistance, prepare a development plan for the upcoming year for the Organization.

· Work with President and Treasurer in the development of financial initiatives

Treasurer:

· Work with the President and Vice President in the development of organization financial

  initiatives.

· Lead the budget development process.

· Preserve organizational financial objectives.

· Authorize disbursement of funds.

· Oversee investment strategies.

· Recommend financial policy.

· Make determinations of “exceptional” financial decisions.

· Keep financial records in a timely and accurate manner

· Present itemized accounting of monthly financials at each board meeting

Secretary:

· Provide timely minutes of the meetings.

· Oversee the maintenance of the MPFI bylaws.

Board Officers:

· Oversee the Organization’s primary business strategies.

· Work with the appropriate committee chairs to ensure that the business objectives

  and goals of the organization are being effectively addressed

Section 5. LENGTH OF TERMS

Members of the Board of Directors shall serve one-year terms.

Section 6. NUMBER OF TERMS

There are no term limits for officers or members of the Board of Directors.

Section 7. SUCCESSION

Paragraph 1. President: In the event the President cannot complete the term, or is removed from office or resigns, the Vice-President will assume the office and complete the term.

Paragraph 2. Vice President, Treasurer and Secretary: In the event these officers cannot fulfill the full term of office, the MPFI Board of Directors shall either appoint a board member to serve until the next scheduled election when a replacement can be elected, hold a special election or appoint another Member of MPFI to serve the remainder of the unfulfilled term of office.

Paragraph 3. Voting: In the event of a tie, the President shall cast the deciding vote.

Section 8. ATTENDANCE REQUIREMENTS

All Members of the MPFI Board of Directors are required to attend a majority of board meetings held during their one-year terms of office. Failure to fulfill the above attendance requirements may result in removal from office by a two-thirds (2/3) vote of the entire MPFI Board of Directors (excluding the affected Board Member). A Board Member or Officer who misses three consecutive board meetings must be given notice of impending action by the Board of Directors.

Section 9. STANDARDS OF CONDUCT, METHODS OF REMOVAL, REPLACEMENT PROCEDURES

Paragraph 1. Standards of Conduct: No officer or director shall, for reason of office be

entitled to receive any salary or compensation, except for expense reimbursement with prior

approval of the MPFI Board of Directors.

Paragraph 2. Removal: Removal of an officer or Member of the MPFI Board of

Directors may be accomplished by two-thirds (2/3) vote of the entire MPFI Board of Directors (excluding the affected Board Member).

Paragraph 3. Replacement: If a Member of the MPFI Board of Directors is unable or unwilling to

fulfill the obligations of the position, the MPFI Board of Directors may at its discretion select another Member of the Organization to serve the remaining portion of the term.

Section 10.  COMMITTEES

Paragraph 1: Standing Committees: The President shall appoint the Chair of each standing committee, except as otherwise noted herein.

Paragraph 2: Other Committees or Taskforces: The President may create other committees or taskforces on an as-needed basis, either on her/his own initiative or in response to a request from the membership. Said Committees and taskforces shall be considered temporary and subject to renewal annually.

Paragraph 3: Committee Reports:  All committees shall keep the MPFI Board of Directors apprised of their activities.

Paragraph 4: Committee Membership:  Committee Membership shall be open to all classifications of membership outlined in Article III.

ARTICLE V.  Nominations and Elections

Section 1. NOMINATIONS

Paragraph 1. Responsibilities of the Nominating Committee: The Nominating Committee shall seek qualified candidates (as defined by the MPFI Policies and Procedures) for office and shall submit their names to the Chair of the Membership Committee for verification of their status as members in good standing.

Paragraph 2. Nomination Procedure for the MPFI Board of Directors: Candidates for

the MPFI Board of Directors may be nominated by the Nominating Committee and/or in writing

by any Member of MPFI.

Section 2. ELECTIONS

Paragraph 1. Balloting: Ballot shall be sent at least thirty (30) days prior to December 31st each year, to those members of MPFI eligible to vote. Subject to any provision to the contrary contained in these Bylaws, all members of the Association in good standing as of the end of the calendar month preceding the date the ballots are mailed shall be eligible to vote using said standard confidential ballot.

Paragraph 2.  Election: A simple plurality of the votes cast shall be sufficient to elect

any officer or member of the MPFI Board of Directors.

Paragraph 3. Certification of Election Results: Votes shall be tabulated by the Nominating Committee and the results certified by the MPFI Board of Directors. In the event a candidate disputes in writing the tabulated results of an election within 30 days of the election results being announced, the MPFI Board of Directors may vote to share the ballot results with the candidate.

ARTICLE VI      Dues, Finances and Fiscal Year

Section 1. DUES AND FEES

Paragraph 1. Dues: Membership dues shall be established by a two-thirds majority

vote of the MPFI Board of Directors.

Paragraph 2. Fees for Nonmembers: MPFI may charge meeting admission fees to nonmembers as well as admission fees for attendance at seminars, workshops, banquets and other special  functions.

Paragraph 3. Additional Fees: Additional fees to cover the cost of special projects and activities shall be established by the MPFI Board of Directors.

Section 2. FINANCES

Paragraph 1. Financial Records: MPFI shall maintain books of account for all income and expenditures.

Paragraph 2. Expenditures: A majority of the Board must pre-approve all expenditures over the amount of $150. The signature of the President or the Treasurer is required on all checks issued.

Paragraph 3. Yearly Budget: Every year the Board shall approve a budget for that year. 

Paragraph 4. Modifications to Budget: The Treasurer shall submit requests to the

President for all expenditures over and above or in addition to budgeted items. The President

shall request approval from the MPFI Board of Directors for same.

Paragraph 5. Investments: The MPFI Board of Directors shall be empowered to make

prudent investments of the funds of the Organization, provided such investments are in

accordance with governing state and federal laws.

Paragraph 6. Bank Accounts: All funds of MPFI not invested as provided in Section 2, Paragraph 4, shall be deposited in federally insured banks or savings institutions.

Section 3. FISCAL YEAR

The fiscal year of MPFI shall be January 1 through December 31.

ARTICLE VII

Amendments

Section 1. INITIATION OF AMENDMENT

A vote on proposed amendments to the Bylaws of MPFI may be initiated by any one or

more of the following:

A. The MPFI Board of Directors.

B. Any voting member of MPFI by presenting the proposal to the Secretary of MPFI.

Paragraph 1. Consideration of Amendments: A proposed amendment submitted under

Section 1. must be included on the agenda of the next regularly scheduled meetings of the MPFI  Board of Directors. The MPFI Board of Directors may act upon the proposal by approving it by a majority vote, returning it to the sponsor for revision or clarification, or rejecting it. They may also revise its wording or format to be consistent with the format of these Bylaws.

The proposed amendment must be submitted to the membership by the latest of the next regularly scheduled general election or within six months of its original submission to the Secretary unless the sponsor agrees to an extension of time.

ARTICLE VIII   Limitations of Liability and Indemnification

Section 1. LIMITATION OF LIABILITY

Paragraph 1. Not a Partnership: Nothing herein shall constitute members of the

Organization as partners for any purpose.

Paragraph 2. Limitation of Liability: No members, officers, directors, agents, or

employees of MPFI shall be liable for the acts or failure to act on the part of any other

members, officers, directors, agents, or employees of MPFI. Nor shall any officers,

directors, agents, or employees be liable for their acts or failure to act under these Bylaws except

for acts or omissions arising from their willful misfeasance or negligence.

Section 2. INDEMNIFICATION, REIMBURSEMENT, RESERVATION OF RIGHTS

Paragraph 1 Indemnification: MPFI shall indemnify and hold harmless all officers, directors, agents, or employees from and against all claims and liabilities, whether the same are settled or proceed to judgment, to which such person shall have become subject by reason of their having acted in the capacity or capacities heretofore enumerated or by reason of any action alleged to have been heretofore or hereafter taken or omitted by them in such capacity.

Paragraph 2. Reimbursement: MPFI shall reimburse (to the extent not otherwise reimbursed) such persons for all legal and other expenses authorized by MPFI, including the cost of settlement reasonably incurred by them in connection with any such claim, liability, suit, action or proceedings; provided, however, that no such persons shall be indemnified against or be reimbursed for any claims, liabilities, costs or expenses incurred in connection with any claim or liability or threat or prospect thereof based upon or arising out of their own willful or negligent misconduct in performance of their duties.

Paragraph 3. Reservation of Rights: The rights accruing to any person under the

provisions of this article shall not exclude any other rights to which they may be lawfully entitled

nor shall anything herein contained restrict the right of the Association to indemnify or reimburse

such persons in any case, even though not specifically herein provided for.

ARTICLE IX

Dissolution

Section 1. DISSOLUTION

A unanimous vote of the entire MPFI Board of Directors may accomplish dissolution. Upon

ratification, the MPFI Board of Directors shall appoint a trustee who shall be responsible for the

administration of the dissolution of the Organization.

Section 2.  DISSOLUTION COMMITTEE

The MPFI Board of Directors shall also appoint a committee of not less than three and not more

than five members of the Organization, whose responsibility it shall be to notify the members of

the dissolution and to represent the interests of the members of MPFI to the trustee.

Section 3. TRUSTEE’S DUTIES

The trustee shall be responsible for:

Paragraph 1. Sale of Assets: The sale of all assets of MPFI at the most favorable free-market price, subject to the approval of the dissolution committee.

Paragraph 2. Settlement of Debts: Settlement of all debts of MPFI, and for reaching an agreed upon price of settlement with the various creditors should there be insufficient assets to pay all debts in full.

Paragraph 3. Distribution of Remaining Assets: Devising a formula for the distribution

of the remaining assets of MPFI, after settlement of all debts and expenses of dissolution.

Paragraph 4. Legal Notification: Providing all required notification and financial

reports to state and federal authorities.

Section 4. DISSOLUTION COMMITTEE’S DUTIES

The responsibilities of the Dissolution Committee shall include:

Paragraph 1. Membership Notification: Notification to the membership of the dissolution action and the rationale therefore, and keeping the membership advised as to the status of the dissolution action and its completion.

Paragraph 2. Valuation of Assets: Reaching agreement with the trustee on the fair market value of the assets of MPFI.

Paragraph 3. Distribution of Remaining Assets: Reaching agreement with the trustee as

to the distribution of the assets of MPFI.

ARTICLE X

Parliamentary Authority

Robert’s Rules of Order Revised (latest edition), when not in conflict with these Bylaws, shall govern the proceedings of this corporation.

Adopted_______________________________ (date)