Constitution and Bylaws

 

CONSTITUTION  

ARTICLE I - Name  

Section 1. The name of this organization shall be the National Communication Association. 

Section 2. Official use of the Association's name shall be made only through the authority of the Legislative Assembly.

ARTICLE II - Purposes  

Section 1. The purpose of the Association shall be to promote study, criticism, research, teaching, and application of the artistic, humanistic, and scientific principles of communication. 

Section 2. The Association, 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 

Membership in the Association and in its Divisions and Sections is open to persons interested in promoting the organization's purposes.

ARTICLE IV - Affiliate Organizations  

The Legislative Assembly may, upon petition from an association whose objectives are consistent with those of the Association, grant to such association the status of affiliate organization.

ARTICLE V - Officers  

Section 1. The officers of the Association shall be President, First Vice President, Second Vice President and Executive Director. 

Section 2. The First Vice President shall succeed to the office of President. The Second Vice President shall succeed to the office of First Vice President. The Second Vice President shall be nominated and elected as specified in the Bylaws. 

Section 3. The Executive Director shall be nominated as specified in the Bylaws and elected by the Legislative Assembly. 

Section 4. The duties of the officers shall be as specified in the Bylaws. 

Section 5. In the event of the incapacity of an officer, the Legislative Assembly shall, at its discretion, elect a replacement or establish a nomination and election procedure for so doing.

ARTICLE VI - Legislation and Administration  

Section 1. The Legislative Assembly shall be the principal policy making body of the Association and shall be responsible for managing its resources and affairs. 

Section 2. The Legislative Assembly shall consist of the President, the First and Second Vice Presidents, the Second Vice President Elect, the Executive Director (without vote), the Immediate Past President, three members of the Association elected for three year terms by each of the following regional associations: Central States Communication Association, Eastern Communication Association, Southern States Communication Association, and Western States Communication Association (at least one of the three from each region must be an elementary or secondary school teacher and at least one of the three from each region must be a teacher in a two year institution of post secondary education); a representative elected for a three year term by the States Advisory Council; one member of the Executive Committee of the Association for Communication Administration, elected by the Executive Committee, for a three year term; the chairpersons of the Educational Policies Board, the Finance Board, the Publications Board, and the Research Board; members of the Finance Board; the chairperson of the Affirmative Action/Intercaucus Committee; Divisions, Sections, and Caucuses shall be represented as specified in the Bylaws; nine members at large elected for three year terms; six members selected for three year terms by methods to be determined by the Legislative Assembly, in each case to recognize emerging interests and critical problems and to achieve a balanced representation of teaching levels, ethnic and minority group interests, sex, age, and academic status; the editors of the official journals of the Association; and other Directors on the National Office staff, without vote. 

Section 3. A member of the Legislative Assembly representing one of the Divisions, Sections, or regional associations may be represented by an alternate, if the substitution is certified to the Executive Director by the executive officer of that unit. 

Section 4. The Executive Committee of the Legislative Assembly shall administer the policies of the Assembly and shall, between annual meetings of the Assembly, serve as the chief administrative authority of the Association. 

Section 5. The Executive Committee shall consist of the President, the immediate Past President, the First and Second Vice Presidents, the Executive Director (without vote), the chairpersons of the Educational Policies Board, the Finance Board, the Publications Board, and the Research Board; and the two members of the Finance Board without vote.

ARTICLE VII - The Divisions  

Section 1. Units within the National Communication Association devoted to topics of substantive study shall be known as Divisions. 

Section 2. Divisions may be created by the Legislative Assembly upon receipt of petitions signed by at least 100 members of the Association. 

Section 3. Any Division failing for two consecutive years to enroll at least 100 members shall be dissolved. 

Section 4. The officers of each Division and the duties of each officer shall be as specified in the Bylaws. 

Section 5. Each division shall exercise a major role in program planning for the annual meeting and shall request and administer funds in support of their activities.

ARTICLE VIII - The Sections  

Section 1. Units within the National Communication Association with common professional settings and interests shall be known as Sections. 

Section 2. Sections may be created by the Legislative Assembly upon receipt of petitions signed by at least 100 members of the Association. 

Section 3. Sections failing for two consecutive years to enroll at least 100 members shall be dissolved. 

Section 4. The officers of each Section and the duties of each officer shall be as specified in the Bylaws. 

Section 5. Each Section shall exercise a major role in program planning for the annual meeting and shall request and administer funds in support of Section activities.

ARTICLE IX - Boards, Committees, Task Forces and Caucuses  

Section 1. The Boards of the Association shall be the Educational Policies Board, the Publications Board, the Research Board, and the Finance Board. They shall act as agents of the Legislative Assembly and be responsible to it. Other Boards may be created by the Legislative Assembly. Boards are project-oriented bodies whose concerns span the domains of members' interests and affiliations. 

Section 2. The Association shall have such standing and ad hoc committees and task forces as shall be created by the Legislative Assembly and such ad hoc committees and task forces as shall be created by the Executive Committee or by the officers. 

Section 3. Recommendations to the Legislative Assembly on personnel for the Boards and standing committees of the Association shall be made by the Committee on Committees whose members shall be as specified in the Bylaws. It shall be the responsibility of the elected officers to consider and, at their discretion, fill for an appropriate period, board and standing committee vacancies that occur between meetings of the Committee on Committees. 

Section 4. The Nominating Committee shall prepare a slate for the election of the Second Vice President and for the members of the Legislative Assembly and Committee on Committees to be elected at-large. The membership and operating procedures of the Nominating Committee shall be as specified in the Bylaws. 

Section 5. Caucuses represent the interests of members in specific demographic or socially-defined groups seeking to realize the objectives specified in the National Communication Association's Affirmative Action Statement. Caucuses may be created by the Legislative Assembly in response to petitions signed by at least 50 members. They will be reviewed by the Legislative Assembly from time to time.

ARTICLE X - Amendments  

Section 1. A majority of the Legislative Assembly may initiate amendments to this Constitution. 

Section 2. Any fifty members of the Association may present a petition to the Legislative Assembly which shall mandate it to consider a proposed amendment. 

Section 3. Amendments initiated as specified in Section 1 or 2 shall be distributed to all members of the Association. 

Section 4. Any 500 members of the Association may present a petition which shall mandate the Legislative Assembly to submit a proposed amendment to the full membership. 

Section 5. After no less than 30 days following the distribution of a proposed amendment, a full membership ballot shall be distributed. A two-thirds majority of those voting shall be required for adoption of an amendment.

ARTICLE XI - Dissolution  

The Association may be dissolved only at a special meeting called for the purpose, and in the manner prescribed by the relevant state laws, by vote of three-fourths of the members present. Subject to compliance with the applicable provisions of such laws, upon any such dissolution of the Association, 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 Legislative Assembly may select, which are organized and operated exclusively for charitable, scientific, literary, or educational purposes, no part of the net earnings 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.  

BYLAWS  

ARTICLE I – Membership  

Section 1. There shall be six classes of membership in the Association: Emeritus, Life, Organizational, Patron, Regular, Student, and Sustaining. 

Section 2. The rights, privileges, services, and obligations of each category of membership shall be as authorized by the Legislative Assembly. 

Section 3. Emeritus membership, upon application through the Executive Director, shall be conferred by the Executive Committee upon any member who, at the time of formal retirement, has held membership for the immediate past twenty-five consecutive years, or for a total of thirty years. Emeritus membership shall carry all of the privileges of regular membership without payment of dues. All emeritus members shall be eligible for complimentary registration at the annual meeting. 

Section 4. All Association officers, members of the Legislative Assembly, editors, Board Directors and members, standing committees, Unit officers and members, and nominees for office shall hold membership in the Association. 

Section 5. All individual membership categories in the Association shall include, at no additional charge, affiliation with three units selected from among Divisions and Sections. Additional affiliations shall be available upon payment of such fees as may be established by the Legislative Assembly.

ARTICLE II - Dues and Fees  

Section 1. Annual dues in the several membership categories shall be determined by the Legislative Assembly. 

Section 2. Registration fees for the Placement Service, the annual meeting, and other meetings and activities of the Association shall be established by the Executive Director with the approval of the Executive Committee. Fees for library journal subscriptions, subscriptions to the Association’s journals, special publications, and services provided to members, affiliate organizations, and others, shall be similarly established.

ARTICLE III - Meetings  

Section 1. An annual meeting of the Association shall be held at a time and place to be designated by the Executive Committee consistent with the policies established by the Legislative Assembly. 

Section 2: The Legislative Assembly shall meet during the annual meeting of the Association.

Section 2.1. The Committee on the Agenda shall consist of the President, who shall chair, and two members elected from among the continuing members of the Legislative Assembly one year in advance, the Chair of the Association’s Resolutions Committee, and the Parliamentarian.

Section 2.2. Items submitted by a Unit of the Association, by the Executive Committee, by the Boards, by signature of five members of the Legislative Assembly, or by signature of fifty members of the Association and posted to the President not later than eight weeks prior to the annual meeting must be included on the agenda of the Legislative Assembly. 

Section 2.3. The Committee on the Agenda shall publish a proposed agenda not later than four weeks prior to the first meeting of the Legislative Assembly.

Section 3. All meetings of the Association and of its constituent bodies shall be open to all members.

Section 3.1. Meetings of the constituent bodies of the Association may be closed when issues involving personnel decisions are being discussed or decided. 

Section 3.2. Each constituent body of the Association may establish and control the privileges of the floor.

Section 4. The Association shall assume no responsibility for statements of opinion expressed by participants in the program of its annual meeting or in such other conferences and meetings as it may sponsor.

ARTICLE IV - Nominations and Elections  

Section 1. The Nominating Committee shall prepare a slate consisting of two or more nominees for the office of Second Vice President and two or more nominees for each at-large position vacant on the Legislative Assembly and the Committee on Committees. 

Section 2. The Nominating Committee shall consist of a representative from each Unit; chair of the NCA Affirmative Action and Intercaucus Committee; one member representing each of the four regional associations represented on the Legislative Assembly; four members elected by the Association membership at large one year in advance; and one member named by the Legislative Assembly one year in advance and upon nomination by the Committee on Committees. Unit and regional association representatives shall be selected according to procedures to be determined by the Units and regional associations.

Section 2.1. Officers of the Association and members who have served on the Association Nominating Committee during the preceding five years shall be ineligible to serve on the Nominating Committee. This provision shall not apply to members named by regional associations represented on the Legislative Assembly, the Affirmative Action and Intercaucus Committee Chair, or the Unit representatives.

Section 3. The slate offered by the Nominating Committee shall be distributed to all members of the Association at least four months prior to the election.

Section 3.1. Within three months of the distribution of the slate, any 500 members of the Association may nominate by petition filed with the Executive Director additional nominees whose acceptance of nomination has been certified. In the event that one or more petitions are received, the Legislative Assembly shall direct that a full membership mail ballot listing all slates shall be distributed. Should any candidate for Second Vice President not receive a majority of the ballots cast, a runoff election will be held between the two candidates receiving the largest number of votes. In any other contest, the nominees receiving the largest number of votes shall be elected. 

Section 3.2. The validation of nominating petitions shall be the responsibility of the National Office. Signatures on nominating petitions shall be deemed valid if the person was a member of the Association at the time the petition was circulated. 

Section 3.3. A member of the Legislative Assembly who has been elected to an at-large position shall be ineligible to continue in the same capacity. 

Section 3.4. Association officers shall assume office on January 1st following the close of the annual meeting.

Section 4. Editors of Association journals and other serial publications, each to serve for a term of three years, shall be elected at least one year in advance of their terms by the Legislative Assembly upon nomination by the Publication Board.

Section 4.1. The editors of the Association’s journals shall be ineligible to succeed themselves.

Section 5. The Legislative Assembly shall elect the Executive Director for a term of three to five years upon recommendation of the Executive Committee.

Section 5.1. The Executive Director shall, with the advice of the Executive Committee, appoint the staff of the Association.

Section 6. The Committee on Committees shall submit nominations to the Legislative Assembly to fill vacancies on Association standing committees, Boards, and such other vacant positions within the Association governance as may be assigned. The Committee on Committees also shall prepare a slate of two or more nominees for each position vacant on the Nominating Committee to be elected at large.

Section 6.1. The Committee on Committees shall be comprised of the President, First Vice President, Second Vice President, Immediate Past President, Executive Director (without vote), four members who are outside the membership of the Legislative Assembly elected at large serving two year staggered terms, and four members who are members of the Legislative Assembly at the time of their election serving two year staggered terms. The Immediate Past President shall serve as Chair of the Committee.

Section 7. The Executive Committee may establish standing rules and procedures to govern the actual conduct of elections.

ARTICLE V - Duties of Officers and Editors  

Section 1. The President of the Association shall 

a.  Implement policies of the Legislative Assembly 

b.  Serve as presiding officer of the Legislative Assembly and the Executive Committee.

c.  Report to membership, Legislative Assembly, and Executive Committee concerning the achievement of the goals, priorities, and budget of the Association.

d.  Represent the Association to internal and external constituencies.

e.  Speak on behalf of the Association in promoting its mission and strategic plan.

f.  Present policy recommendations to the Legislative Assembly as appropriate and in consultation with the Executive Committee.

g.  Initiate such action to secure replacements as deemed appropriate in the event of a vacancy among the officers, editors, or Legislative Assembly members with the advice and consent of the Legislative Assembly.

h.  Discharge the responsibilities normally adhering to the office.

Section 2. The First Vice President of the Association shall:

a.  Succeed to the presidency in the event of the death, disability, or resignation of the President.

b.  Annually propose the Executive Committee’s recommended goals, priorities, and budget of the Association to the Legislative Assembly.

c.  Have final authority for the planning of the program for the annual meeting working with the vice chairs of the Units, affiliate organizations, and others so designated.

d.  Assist the President in representing the Association to internal and external constituencies.

e.  Assist the President in promoting the Association’s mission and strategic plan.

f.  Discharge the responsibilities normally adhering to the office.

Section 3. The Second Vice President of the Association shall:

a.  Succeed to the office of First Vice President in the event of the death, disability, or resignation of the First Vice President or President.

b.  Initiate planning the Annual Convention of the Association which occurs two years following election as Second Vice President.

c.  Assist the First Vice President in planning the Annual Convention in the year following election as Second Vice President.

d.  Assist the President in representing the Association to internal and external constituencies.

e.  Assist the President in promoting the Association’s mission and strategic plan.

f.  Discharge the responsibilities normally adhering to the office.

Section 4. The Immediate Past President of the Association shall

a.  Work with the National Office to promote membership in the Association. 

b.  Chair the Committee on Committees.  

c.  Assist the President in promoting the Association’s mission and strategic plan. 

d.  Discharge the responsibilities normally adhering to the office.

Section 5. The Executive Director of the Association shall:

a.  Assist the President in representing the Association to internal and external constituencies. 

b.  Assist the President in promoting the Association’s mission and strategic plan. 

c.  Manage the National Office. 

d.  Discharge the usual functions of secretary and treasurer.

Section 6. Each editor of an Association publication shall:

a.  Select an editorial staff consistent with the policies of the Legislative Assembly.

b.  Perform the duties of an editor-in-chief consistent with the policies of the Legislative Assembly.

c.  Select materials for publication consistent with the principles of academic freedom.

d.  Report annually to the Legislative Assembly in such form and manner as the Legislative Assembly shall prescribe.

Section 7. Each Director of an Association Board shall:

a.  Carry any charge of the Executive Committee and the Legislative Assembly to the respective Board.

b.  Lead the Board members in the pursuit of its mission.

c.  Present policies and programs developed by the Board to the Legislative Assembly and Executive Committee.

d.  Advise the Association in matters related to their stewardship.

ARTICLE VI - Organization and Meetings of Divisions  

Section 1. Each Unit (Division, Section, and Caucus) must approve Bylaws and record them with the Executive Director. Among the provisions in the Unit Bylaws shall be provisions for the election of a chair, vice chair, vice chair elect, and secretary. The vice chair shall succeed to the office of chair. The vice chair elect shall succeed to the office of vice chair.

Section 2. The Unit chair shall:

a.  Preside at meetings of the Unit.

b.  Report annually to the Legislative Assembly in such form and manner as the Legislative Assembly shall prescribe.

c.  Discharge the usual responsibilities normally adhering to the office.

Section 3. The Unit vice chair shall:

a.  Succeed to the Unit chair in the event of the death, disability, or resignation of the chair.

b.  Plan that portion of the program of the annual meeting for which the Unit is responsible and in cooperation with the First Vice President of the Association.

c.  Discharge the usual responsibilities normally adhering to the office.

Section 4. The Unit vice chair elect shall:

a.  Succeed to the Unit vice chair in the event of the death, disability, or resignation of the vice chair.

b.  Plan that portion of the program of the annual meeting for which the Unit is responsible a year in advance in cooperation with the Second Vice President of the Association.

c.  Discharge the usual responsibilities normally adhering to the office.

Section 5. The Unit secretary shall perform the customary duties of that office. 

Section 6. Each Unit shall make provision for such additional officers, committees, interest groups, and other subsidiary bodies as it shall deem proper. 

Section 7. Each Unit shall establish its own procedures for nominating and electing its officers, representatives to the Legislative Assembly, representative to the Nominating Committee, and for the general conduct of its affairs.

Section 7.1. All Unit officers shall themselves, at the time of their election, be a member of the Association and of that Unit. 

Section 7.2. Divisions and Sections shall select representatives to the Legislative Assembly according to the following levels of membership:

a.  Each Division and Section shall have at least two representatives to the Legislative Assembly.

b.  Divisions and Sections having at least 500 members and not more than 999 shall have three representatives to the Legislative Assembly.

c.  Divisions and Sections having at least 1,000 members and not more than 1,499 shall have four representatives to the Legislative Assembly.

d.  Divisions and Sections having at least 1,500 members shall have five representatives to the Legislative Assembly.

Section 7.3. Caucuses shall each select one representative to the Legislative Assembly.

Section 8. Each Unit shall hold a general meeting concurrent with the annual meeting of the Association. 

Section 9. The chair of each Unit shall present an annual report to the Legislative Assembly in such form and manner as the Legislative Assembly shall prescribe.

ARTICLE VII - The Boards  

Section 1. The Boards of the Association shall be Finance, Publication, Research, Educational Policies and others as established by the Legislative Assembly. 

Section 2. The Finance Board

a.  Shall consist of three members who serve three year staggered terms. 

b.  Director shall be the member who is serving in the third year of her or his term.

Section 3. Except as specified in Article VII, Section 2, the Boards

a.  Shall each consist of six members who serve three-year staggered terms and a Director. 

b.  Directors shall be elected by the Legislative Assembly upon nomination by the respective board and confirmation by the Committee on Committees. Nominations from the boards shall enjoy presumption; the burden of proof lies with the Committee on Committees to deny confirmation to board nominees. In the event that the Committee on Committees finds reason not to confirm a nomination or nominations from the boards, the Committee on Committees may: 1) provide reasons and ask the board for another nominee; 2) send the nomination to the Legislative Assembly without the endorsement of the Committee on Committees; 3) both ask the board for another nominee and send the board’s nominee to the Legislative Assembly without the endorsement of the Committee on Committees; 4) suggest a more favorable candidate. In any case where there is disagreement between a board and the Committee on Committees regarding a nomination, representatives from both groups should be allowed to make the case for their nomination(s) to the Legislative Assembly. Board Directors will be elected one year in advance of taking office and shall serve three-year terms.

Section 4. The Boards of the Association shall:

a.  Implement policies of the Legislative Assembly. 

b.  Advise the Executive Committee concerning the goals, priorities, and budget of the Association. 

c.  Present policy recommendations, as appropriate and in consultation with the Executive Committee, to the Legislative Assembly.

Section 5. The Legislative Assembly shall elect the members of the Boards upon nomination by the respective boards and confirmation by the Committee on Committees. The nominations from the boards shall enjoy presumption; the burden of proof lies with the Committee on Committees to deny confirmation to board nominees. In the event that the Committee on Committees finds reason not to confirm a nomination or nominations from the boards, the Committee on Committees may: 1) provide reasons and ask the board for another nominee; 2) send the nomination to the Legislative Assembly without the endorsement of the Committee on Committees; 3) both ask the board for another nominee and send the board’s nominee to the Legislative Assembly without the endorsement of the Committee on Committees; 4) suggest a more favorable candidate. In any case where there is disagreement between a board and the Committee on Committees regarding a nomination, representatives from both groups should be allowed to make the case for their nomination(s) to the Legislative Assembly. Board members shall serve three-year staggered terms.

ARTICLE VIII - Resolutions  

Section 1. The Committee on Resolutions shall consist of six persons elected by the Legislative Assembly from the Legislative Assembly upon nomination by the Committee on Committees. The members of the Committee shall serve for two-year staggered appointments.

Section 1.1. The Legislative Assembly shall elect the chair of the Resolutions Committee, upon nomination by the Committee on Committees. The Committee on Committees shall nominate a person serving in his or her second year to serve as chair.

Section 2. Following a call for resolutions, the Committee shall receive, review, and edit motions to be brought before the Legislative Assembly. The Committee may originate motions.

Section 3. The Legislative Assembly shall ordinarily receive and act on resolutions transmitted from the Committee on Resolutions prior to entertaining resolutions from the floor.

Section 4. The Legislative Assembly shall have the right to instruct the Resolutions Committee to prepare motions for the next annual meeting.

ARTICLE IX - Parliamentary Authority  

In the absence of any provision to the contrary in the Constitution or Bylaws, all business meetings of the Association, of the Legislative Assembly, Boards, Units, Committees, Task Forces, and other subsidiary bodies shall be governed by the parliamentary rules and usages contained in the current edition of Robert’s Rules of Order, Newly Revised.

ARTICLE X - Amendments  

Section 1. Amendments to these Bylaws may be initiated by a majority of the Legislative Assembly or by a petition addressed to the Assembly and signed by twenty-five members of the Association. 

Section 2. A two-thirds majority vote of the Legislative Assembly shall be required for the adoption of a proposed amendment to these Bylaws. 

Section 3. Any five percent of the Association’s members may present a petition that shall mandate the Legislative Assembly to submit a proposed amendment to the full membership. Such an amendment shall be adopted if it is approved by a majority of the members voting.