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BYLAWS OF THE SOUTHEASTERN FILM CRITICS ASSOCIATION,

A NOT-FOR-PROFIT CORPORATION

 

ARTICLE I ORGANIZATION

1. The name of the organization shall be the Southeastern Film Critics Association, aka SEFCA, as established in 1992.

2. The members shall publish or live in these geographic areas: Alabama, Arkansas, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, West Virginia.

 

ARTICLE II MISSION

The following is the mission for which SEFCA has been organized:

1. To represent – as an organization of film critics independent of any film studio or film company – the profession of film criticism, and to recognize the highest creative achievements in the field of motion pictures, and thereby to uphold the integrity and significance of film criticism.

2. To honor annually the best films released in theaters within the United States, along with the best filmmakers, actors, and screenwriters.

A. Award categories shall consist of: Best Picture, Best Director, Best Actor, Best Actress, Best Supporting Actor, Best Supporting Actress, Best Ensemble, Best Animated Film, Best Documentary, Best Foreign-Language Film, Best Adapted Screenplay, Best Original Screenplay and Best Cinematography. If a vote of fifty percent (50%) of the members so ordains, further categories may be added.

B. The Gene Wyatt Award, a special award created in honor of the late film critic for the Tennessean newspaper in Nashville, will be presented to the Film That Best Evokes the Spirit of the South. If fifty percent (50%) of the members do not support any nominees for this category, no winner will be named for that year’s poll.

C. The president will send a press release announcing the results of the awards poll to all SEFCA members, all publicists that work with SEFCA, and media outlets/websites that publish the awards lists of critics’ groups. Members will be encouraged to share the awards announcement with their contacts and traditional media and on social-media platforms.

ARTICLE III MEMBERSHIP

1. ACTIVE MEMBERSHIP. An active member is defined as a member who writes film criticism, on a full-time or freelance basis, for print, radio or online media, lives in the Southeastern United States, publishes with an average frequency of at least once a month, and votes, by deadline, in the group's annual awards poll.

2. DUES. Annual dues shall be payable by Sept. 1. If a member’s dues have not been paid by the deadline, that member will be removed from the roster. Any dues increase must be approved by the majority of the membership.

3. THERE IS NO LIMIT on active members from any single publication.

4. MEMBER STATUS. A member’s status is to be verified annually, in a conversation between each member and the officer updating roster information. The officer is to conduct this conversation before the annual dues are due. For adjustments in circumstances, see Article III:6 below.

5. NEW MEMBERS. Prospective members may apply for active membership after serving three years in a qualifying position as described in Article III:1. Applicants require sponsorship of an active member and must provide examples of published work. All applications must be investigated by the president and vice president or a membership committee assembled by the president. Applications and proof of work will be distributed through the president to members. Applicants may be admitted into the group by the majority vote of the membership. Voting on new members will be in March of each year.

6. ADJUSTMENT OF AFFILIATION. If an active member loses affiliation at a qualifying publication/outlet, he/she will have a grace period of one year to seek alternative employment as a critic before going on probationary membership. If after a year of probationary membership the member is unable to find an employer/outlet, the case will be reviewed and said member may be removed from the group unless reasonable proof of film-related writing can be provided, or unless the member meets the criteria of Articles III:7 or III:8 below.

7. EMERITUS STATUS. Any member who has worked as a professional film critic for at least 20 years and has been a dues-paying member for at least 15 years but who is retired or no longer working in the field is eligible for emeritus status and can maintain membership in SEFCA as long as he/she votes in the annual poll and pays dues, meeting the deadline on each.

8. FOUNDING MEMBERS. The organization’s founding members – Bob Carlton, Jackie Cooper, Bert Osborne, Betsy Pickle and Mercy Sandberg-Wright – shall be eligible for membership ad infinitum.

ARTICLE IV EXECUTIVE COMMITTEE

The business of SEFCA shall be overseen by an Executive Committee consisting of seven members, including the three SEFCA officers. The committee is the de facto Board of Directors for SEFCA.

1. TERMS. Executive Committee members shall be chosen within two weeks after officer elections, and they shall serve for a term of two years.

2. MAKEUP. The committee will consist of the three officers and four at-large members, two of whom should be chosen from the founding members. The remaining two at-large members (or three, if one of the founding members is serving as an officer) shall be recruited by the president from the general membership.

3. ACTIONS. The Executive Committee shall have the control and oversight of the affairs and business of this organization. The Executive Committee shall act in the name of the organization when it is requested by electronic mail or telephone by any committee member after due notice to all the committee members of such meeting.

4. VOTING. Each committee member shall have one vote, and such voting may not be done by proxy.

5. PROCEDURES. The Executive Committee may make such rules and regulations covering its meetings as it may in its discretion determine necessary. The president of SEFCA by virtue of his/her office shall be chairman of the Executive Committee. The Executive Committee shall select its own secretary.

6. REMOVAL OF MEMBERS. A committee member may be removed when sufficient cause exists for such removal. The Executive Committee may entertain charges against any committee member. A committee member may be represented by counsel upon any removal hearing. The Executive Committee shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization.

7. REPLACEMENT OF MEMBERS. Vacancies in the Executive Committee shall be filled by a vote of the majority of the remaining members of the Executive Committee for the balance of the term.

 

ARTICLE V OFFICERS

Activities of SEFCA shall be administered by the following officers, whose individual duties are defined herewith:

1. The PRESIDENT, elected by the membership, shall supervise activities of the organization and appoint committees as needed to explore specific projects. He/she shall set dates for committee meetings and preside at meetings and keep essential records. Special committee meetings shall be called at the president’s discretion or upon written petition by five or more members. All members of the organization shall be advised as to the proposed topic of discussion. The president shall distribute all membership materials and shall be responsible for communicating with studios and/or their representatives regarding SEFCA business. The president shall set the deadlines (based on input from the membership) for the annual SEFCA poll; tally the results of the SEFCA poll with the assistance of the vice president and the secretary-treasurer (or a suitable substitute); and distribute the information to members, media outlets and publicists (members should forward the information to appropriate recipients). The president will be responsible for keeping the website up to date with the webmaster. The president will file any certificate required by any statute, federal or state. The president shall see that all books, reports, and certificates required by law are properly kept or filed.

The president and/or secretary-treasurer may sign the checks or drafts of the organization.

The president shall serve for two years unless other arrangements are approved by a majority of the full, active membership. On Jan. 15 annually, the president is required to deliver a report on SEFCA activities to active members.

2. The VICE PRESIDENT, elected by the membership, shall assist the president with the business of the organization and assume the duties of the president in the case of absence or neglect. The vice president is also required to tally the annual poll with the president.

3. The SECRETARY-TREASURER, a volunteer, shall take minutes at business meetings and keep financial records for the group; issue payments for SEFCA-approved debts; and deliver a financial report on Jan. 15 annually. The secretary-treasurer is also expected to tally the annual poll with the president but can nominate a substitute.

4. The WEBMASTER, a volunteer, shall maintain and update, according to instructions from the president, the SEFCA website, (enter a website address). Preference for the position should be given to an able SEFCA member. If no member is able (or willing to do the work pro bono), the president should take suggestions and do his/her research to find the most proficient and financially feasible webmaster either from within or from outside the organization.

5. Officers shall serve a term of two years unless a vacancy should require a special election before a term is finished. Any officer should give appropriate notice when resigning early.

6. Elections shall take place in February of odd-numbered years.

7. No officer shall for reason of his/her office be entitled to receive any salary or compensation, with the possible exception of the webmaster.

8. REMOVAL OF OFFICERS. An officer may be removed when sufficient cause exists for such removal. The Executive Committee may entertain charges (presented by any SEFCA member) against any officer. An officer may be represented by counsel upon any removal hearing. The Executive Committee shall adopt such rules for this hearing as it may in its discretion consider necessary for the best interests of the organization.

ARTICLE VI VOTING

1. The electronic votes of not less than fifty percent (50%) of the members shall constitute a quorum and shall be necessary to conduct the business of this organization.

2. Special notices of this organization may be distributed by the president when he/she deems it for the best interest of the organization. Notices of voting issues shall be emailed or ground-mailed to all members at their addresses as they appear on the membership roll at least ten (10) days before the scheduled deadline for the vote.

3. All members shall have one vote in the business affairs of SEFCA. There shall be no proxy voting for members voting for business affairs.

4. The annual SEFCA “Best” poll shall take place in December, with a deadline decided upon by the president after input from the members. It is recommended that the deadline be noon (Eastern) on the second or third Sunday of December. Tallying the votes will be done by the president, vice president and secretary-treasurer (or a suitable substitute, if the secretary-treasurer is unavailable).

ARTICLE VII BYLAWS RATIFICATION

This revision of the original SEFCA Bylaws of 2002 was drafted in July/August 2017 and ratified by the membership on Sept. ??, 2017. It supersedes the 2002 bylaws. Any future additions or revisions to the bylaws must be ratified by 50 percent of the members. Any member can suggest additions or revisions.