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BYLAWS OF
Association of Cable Communicators
(A DELAWARE NONPROFIT INCORPORATED ASSOCIATION)

(as amended through January 24, 2007)

ARTICLE I

Name

            The name of the Association is the Association of Cable Communicators.

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ARTICLE II

Purposes

            1.         The Association is organized for the following primary purposes:

                        A.        Promote excellence in communications and public affairs, benefiting all aspects of the cable telecommunications industry;

                        B.        Mobilize support for industry policy and business objectives;

                        C.        Provide education, training and tools to members;

                        D.        Recognize and promote excellence in communications and public affairs practices;

                        E.         Be a clearinghouse for industry information; and

                        F.         Develop partnerships with other industry organizations.

            2.         The Association is organized for, and shall be operated exclusively for, purposes as may qualify it as exempt from Federal income tax under Section 501(c)(6) of the Internal Revenue Code.

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ARTICLE III

Powers

            1.         In order to effectuate the foregoing purposes, the Association is empowered directly or indirectly to receive contributions, to make expenditures, or both in conformity with applicable laws and regulations to further the foregoing purposes and to do such other or further things as may be necessary or desirable for the attainment of the purposes above stated.  The Association shall be a membership group and its revenues shall be derived through membership fees and/or such other sources as may be prescribed from time to time by the Board of Directors.

            2.         Notwithstanding any other provision of the Bylaws or the Certificate of Incorporation, the Association shall not carry on any other activities not permitted to be carried on by an entity exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code.

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ARTICLE IV

National Offices

            1.         Location.  The principal office of the Association shall be located wherever the Board of Directors may determine.

            2.         Association Management.  An Executive Director or other administrative services provider shall be hired upon recommendation of the Executive Committee and approval of the Board of Directors.  Said person or organization shall serve at the pleasure of the Board.  The Association Management shall, among other services:

                        (a)        Direct the overall administrative operation of the Association; and

                        (b)        Work closely with the Board of Directors and the Executive Committee, and such other committees of the Board and Association as may be formed from time to time, in developing, interpreting, and implementing policies of the Association.

            3.         Registered Agent.  The Executive Director shall maintain a registered office and agent for the Association in the State of Delaware.

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ARTICLE V

Duration

            The Association shall have perpetual existence, but may be dissolved at any time by the written consent of two-thirds of its Board of Directors.

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ARTICLE VI

Membership

            1.         Classes of Membership.  There will be three classes of membership in the Association, Individual, Corporate and Advisory, as follows:

                        (a)        Individual Membership.  Individual Membership in the Association will be open to:

                                    (i) Communications, public affairs and public relations practitioners, and other management persons, employed full-time by a cable television system operating company, content provider, hardware or software supplier or professional association in the cable communications industry; and

                                    (ii) Communications, public affairs and public relations practitioners retained or available to be retained as a consultant to a cable television system operating company, content provider, hardware or software supplier or professional association in the cable communications industry.

                        (b)        Corporate Membership.  Corporate Membership in the Association will be open to corporations or other business entities which are cable television system operating companies, programming networks, hardware suppliers or other associations directly associated with the cable communications industry.  The Board of Directors may, in its discretion, at any time and from time to time, designate various categories of membership within the class of Corporate Membership and specify the rights and privileges which shall pertain to each such category of membership. 

                        (c)        Advisory Membership.  In addition to Individual Membership or Corporate Membership, the Board of Directors may extend invitations for Advisory Membership in the Association to persons or entities which do not satisfy the criteria specified above for Individual Membership or Corporate Membership upon such terms as shall be specified by the Board.

            2.         Voting.  Each Individual Member shall be entitled to one vote on each question brought before a meeting of the members.  Corporate Members shall be entitled to a certain number of Individual Members based upon their level of membership, and each of these members shall have the same vote as an Individual Member.  The Board may also, in its discretion, grant voting rights to Advisory Members.  A majority of the voting members of the Association shall constitute a quorum for the transaction of business at any meeting of the members.  When a quorum is present at any meeting, the vote of a majority of the voting members shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or the Articles of Incorporation, a different vote is required.

            3.         Membership Dues.  The existence and amount of membership dues for each class of Association membership are to be paid as determined from time to time by a vote of a majority of the Board of Directors present at a meeting at which a quorum is present.  Failure by any member to remit dues in a reasonably timely manner may be grounds for termination of membership.

            4.         Membership Applications From Non-Traditional Cable Companies.  If a membership application is received from an individual employed by a “non-traditional” cable television system operating company (e.g., one owned by a local telephone exchange carrier, electric or other power company utility, or municipality), that application shall be referred to the Board of Directors for approval or disapproval based on whether membership by such individual would further the purposes of the Association.

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ARTICLE VII

Annual Meetings

            Meetings of the Association shall take place at such times and in such locations as the Board of Directors may designate, but in no event shall such meetings be convened less than annually.  The Board of Directors shall designate one meeting of the Association per year as the "Annual Meeting."  This meeting will normally be held at Forum, the Association's annual conference.

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ARTICLE VIII

Board of Directors

            1.         General Powers.  The affairs of the Association shall be managed by its Board of Directors and its Executive Director, who is appointed by and acts at the discretion of the Board of Directors.

            2.         Composition of the Board.  The Board of Directors shall be composed of between 15 and 25 voting members, as determined from time to time by the Board.  In addition to these voting members, the Immediate Past President of the Association will be a voting member of the Board.  The Association will make a good faith effort to insure that the board is representative of the Association's membership and the cable telecommunications industry, including cable operators, programmers, hardware suppliers, and other cable telecommunications associations.  All Directors must be prepared to attend at least two out-of-town Board meetings per year and actively support the Association and its activities.

            3.         Classification of Board Members.  There will be two classes of Directors as follows:

            (a)        Elected Directors.  A portion of the Board's directors shall be elected to the Board by the members, no more than one of whom shall be employed by the same employer.  All directors will serve for terms of two years.  Each elected director will serve an initial two year term and will be eligible for only one consecutive additional elected term.  A former elected director may again become an elected director after having vacated such position for at least one term.  An elected director may become an appointed director even after having served two consecutive terms as an elected director.

            (b)        Appointed Directors.  In addition there will be directors appointed to the Board by the Board, no more than one of whom shall be employed by the same employer.  Appointed directors will serve for terms of two years.  Each appointed director will serve an initial two year term and will be eligible to be reappointed for only one consecutive additional appointed term.  A former appointed director may again become an appointed director after having vacated such position for at least one term.  An appointed director may become an elected director even after having served two consecutive terms as an appointed director.  In appointing directors, the Board will make a good faith effort to comply with the guidelines set forth in Section 2 above concerning composition of the Board.  Two employees of a single employer may serve as an elected director and an appointed director, respectively, at the same time.

            4.         Meetings.  Meetings of the Board of Directors shall take place at such time as the President or, in his/her absence, the 1st Vice President may designate, but in no event shall such meetings be convened less than annually.

            5.         Quorum.  A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

            6.         Manner of Acting.  The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.  In addition, the Board may approve an action by written consent of all directors.  Directors may participate in a meeting, including exercising their voting privileges, by telephone or other teleconferencing methods.

            7.         Committees of the Board.  The Board of Directors may designate one or more committees, including, without limitation, an Executive Committee and a Nominating Committee, each committee to consist of two or more directors.  Each such committee shall have such name, and shall have and exercise all such powers and authority, as may be authorized by the Board of Directors.  The Nominating Committee shall be composed of the Executive Committee, the Immediate Past President and two additional directors to be designated by the Board. 

            8.         Compensation.  Members of the Board of Directors shall serve without compensation.

            9.         Board Meeting Attendance.  Each Board member shall attend at least two Board meetings per year, either in person or by telephone or other teleconferencing methods.  If any Board member is absent from three consecutive Board meetings without valid excuse, or fails to attend a minimum of two Board meetings in a calendar year without valid excuse, the Board shall declare that director's position vacant.

            10.       Vacancies.  A vacancy on the Board of Directors because of death, resignation, removal, disqualification or otherwise may be filled by appointment by the members of the Board of Directors for the unexpired portion of the term.

            11.       Executive Committee.

(a)                Membership. The Executive Committee of the Board of Directors consists of the President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, Executive Director, and Immediate Past President.

                        (b)        Responsibility.  The responsibility of the Executive Committee is to make decisions on behalf of the Board when the Board of Directors is not in session on matters which, in the opinion of the President, should be acted upon before the next Board meeting, except to the extent, if any, that such authority shall be limited by resolution of the Board of Directors, provided, however, that neither the Executive Committee nor any other committee shall have the power to amend the Articles of Incorporation, adopt or amend bylaws, approve mergers or consolidations or other substantial disposition of assets, declare a position of the Board as vacant, elect successors to fill Board vacancies, elect or remove officers, confer honorary memberships, dissolve or liquidate the corporation, or take any action inconsistent with an action of the Board.

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ARTICLE IX

Officers

            1.         Officers. The Association shall have the following officers: a President; a 1st Vice President; a 2nd Vice President, a Treasurer; a Secretary; an Immediate Past President and such other officers as may be elected by the Board of Directors in accordance with the provisions of this Article.

            2.         Election. The President, 1st Vice President, 2nd Vice President, Treasurer and Secretary shall be elected by the Board of Directors immediately prior to the Annual Meeting of the Association.  These officers shall be elected for a term of one year.  Each of these officers shall hold office until his/her successor shall have been duly elected or appointed.  Incumbent officers may be re-elected for no more than one consecutive additional term to the subject office; however, a former officer may again be elected to the subject office after having vacated such office for at least one term.

            3.         Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by appointment by the members of the Board of Directors for the unexpired portion of the term.

            4.         President.  The President shall be elected by the Board of Directors and shall be a member of the Board of Directors.  The President shall be the principal executive officer of the Association and shall in general supervise the business and affairs of the Association along with the Executive Director.  He/She shall preside at the Annual Meeting of the Association.  He/She may sign contracts or other instruments which the Board of Directors has authorized to be executed, except in the cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to the President or some other officer of the Association and in general he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.  No substantial unbudgeted expenditure shall be made for or on behalf of the Association without the authorization of the President or Treasurer. 

            5.         Ist Vice President.  The 1st Vice President shall be elected by the Board of Directors and shall be a member of the Board of Directors.  In the absence of the President or in the event of his/her inability or refusal to act, the 1st Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions placed upon the President.  The 1st Vice President shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

            6.         2nd Vice President.  The 2nd Vice President shall be elected by the Board of Directors and shall be a member of the Board of Directors.  The 2nd Vice President shall perform such duties as from time to time may be assigned to him/her by the President or by the Board of Directors; and in the absence of the 1st Vice President and the President or in the event of their inability or refusal to act, shall perform the duties of the President.

            7.         Treasurer.  The Treasurer shall be elected by the Board of Directors and shall be a member of the Board of Directors and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.  The Treasurer shall collaborate with the Executive Director on financial and budgetary matters.

            7.         Secretary.  The Secretary shall be elected by the Board of Directors and shall be a member of the Board of Directors.

            8.         Immediate Past President.  The Immediate Past President shall be that former President of the Association whose term has most recently expired.  If that individual is not a member of the Board at such time as his/her appointment as Immediate Past President, he/she shall immediately assume membership as a voting member of the Board.

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ARTICLE X

Committees of the Association

            The Association may form Committees to oversee, among others, the following functions:  membership and nominations; industry relations; professional development; and special projects.  Participation on such Committees shall be open to all members of the Association; provided that the Committee Chairman may limit the number of Committee participants at his/her sole discretion.

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ARTICLE XI

Contracts, Checks, Deposits, Gifts and Funds

            1.         Contracts.  The Board of Directors may authorize any officer or officers, agent or agents of the Association, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

            2.         Checks, Drafts, Etc.  All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by the Executive Director or such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors.  In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer.

            3.         Deposits.  All funds of the Association shall be deposited from time to time to the credit of the Association in such banks or other depositories as the Board of Directors may select.  All funds of the Association shall be segregated from, and may not be commingled with, any personal funds of the members of the Association.

            4.         Gifts.  The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes of the Association.

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ARTICLE XII

Books and Records

            The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors.  All books and records of the Association may be inspected by any member for any proper purpose at any reasonable time.

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ARTICLE XIII

Indemnification of Members of the Board of Directors,

Officers and Executive Director

            Each member of the Board of Directors, each officer of the Association and the Executive Director of the Association now or hereafter serving as such, shall be indemnified by the Association to the greatest extent permitted under applicable law against any and all claims and liabilities to which he/she has or shall become subject by reason of serving or having served as such member of the Board of Directors or officer or as Executive Director, or by reason of any action alleged to have been taken, omitted, or neglected by him/her as such member or officer or Executive Director in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association.

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ARTICLE XIV

Amendments to Bylaws

            1.         These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority vote of a quorum of the members of the Board of Directors.

            2.         Any proposed amendment shall be sent to the members of the Board of Directors not less than ten (10) days prior to the Board of Directors' vote.  The provision may be waived by unanimous consent of all Board members, obtained by telephone, writing or in person.

Mailing Address: PO BOX 75007 Washington, DC 20013-5007
Phone: 800.210.3396 or 202.222.2370
Fax: 202.222.2371
services@cablecommunicators.org