Below is the current (active) version of the Bylaws.
On February 12, 2019, the ILDA Board voted to amend the Bylaws to allow the Board to elect or appoint one or more Secretaries and such other Officers as they may determine.
Previously Members had to elect or appoint one Secretary and optionally could elect or appoint any other officers such as Vice President or Assistant Secretaries. The new language gives more flexibility to the Board, as they can appoint more than one Secretary or other officers, and such appointments do not need to be made or confirmed by Members.
As per Article XIII, the Board's February 12 vote needs to be ratified by Members at the next ILDA Annual Conference, which is tentatively scheduled for November 2019.
The changed text is in Article IX, the "Officers" section and is shown in magenta type.
• The most recent (past) version of the Bylaws, from November 7 2017 to February 11 2019, is here.
• The version before that, from November 7 2016 to November 6 2017, is here.
• The version before that, from May 10 2016 to November 6 2016, is here.
• To see even older versions, visit this page.
Membership / Requirements / Categories / Privileges / Category Definitions and Voting Rights / Election to Membership
IV. Termination of Membership
Non-payment of Dues / Resignation / Termination for Cause
Annual Dues / Payment of Dues / Default and Termination of Membership
VI. Code of Ethics
Adoption / Violation / Statement of Code of Ethics
VII. Membership Meetings
Annual Conferences / Special Meetings / Notice of Meetings / Waiver / Action Without A Meeting / Voting / Voting for Board of Directors and President / Voting on Motions at the Annual Conference / Order of Business / Electronic Voting
VIII. Board of Directors
Number / Election of Directors and Term / Qualifications / Nomination / Removal / Vacancies / Meetings / Quorum / Ethics and Participation
Number / Term / Method of Election / Duties / Ethics / Removal / Resignation
X. Executive Director
Description / Duties
Creation / Ethics Committee / Quorum / Vacancies / Operations / Ethics
XIII. Amendment of Bylaws
Books and Records / Corporate Seal / Fiscal Year / Compensation of Board of Directors and Officers / Indemnification of Board of Directors and Officers
First Board of Directors (as referenced by Article VIII, Section 2)
First Ethics Committee (as referenced by Article XI, Section 2)
The name of this Not-For-Profit Corporation organized under the laws of the State of Florida is: INTERNATIONAL LASER DISPLAY ASSOCIATION, INC. (hereinafter referred to as “ILDA”).
The purpose of ILDA is to advance and promote the professional application of laser display:
• By maintaining standards of safety performance;
• By promoting a better understanding between laser display professionals and regulatory agencies;
• By fostering the development of new technology;
• By promoting the advancement of laser artistry;
• By increasing public awareness;
• By providing information to the public; and
• By promoting cooperation within the industry.
Section 1. Membership. Any individual, firm, or corporation who subscribes to the purposes and basic policies of ILDA may become a member of ILDA, subject only to compliance with the provisions of the Bylaws. Membership in ILDA shall be available without regard to gender, race, color, creed, national origin, sexual orientation, or physical disability.
Section 2. Membership Requirements. All members must comply with the following requirements in order to maintain their status as a member in good standing. Members who are not in good standing will lose their voting rights until the cause for loss of good standing status is corrected and the Board of Directors is notified of the remedied situation. The following is a list of membership requirements:
A. Members will comply with all applicable laws and regulations of the government, state, and localities in which the members operate and/or manufacture laser displays or public demonstration.
B. Members will pay dues according to the annual schedule established by the Board of Directors and described more fully in Article V.
C. Members agree to uphold the Bylaws of ILDA and specifically agree to abide by the Code of Ethics as set forth in Article VI of these Bylaws.
Section 3. Categories of Membership. There shall be five (5) categories of membership: Corporate, Nonprofit (meaning not-for-profit), Individual, Hobbyist, and Student. The word “member”, as hereinafter used in these Bylaws, shall refer to any of these categories of membership.
Section 4. Privileges of Members. All members shall: be listed on ILDA's membership list; have access to membership meetings; be privy to all publications; receive minutes of annual membership meetings upon request; and be afforded active participation on committees.
Section 5. Category Definitions/Voting Rights
A. Corporate Membership: Corporations, organizations, or firms engaged in laser displays (as producer, supplier or any other function) are eligible for a Corporate membership. The Corporate membership is entitled to votes, as described below, and will be listed on ILDA's membership list by company name. The annual dues rate shall be as determined by the Board of Directors.
There will be three (3) categories of Corporate Membership as follows:
1) Over $1,000,000 in billings - 4 votes [As of Nov. 2016, dues are $1040 for this category]
2) $250,000 - $999,999 in billings - 3 votes [$520 dues]
3) Less than $250,000 in billings - 2 votes [$260 dues]
B. Nonprofit Organization Membership: Any entity incorporated as a Not-For-Profit organization, such as a planetarium or government agency. A Nonprofit membership is entitled to one (1) voting member and will be listed on ILDA's membership list by the organization's name. The annual dues rate shall be as determined by the Board of Directors. [As of Nov. 2016, dues are $130 for this category.]
C. Membership categories, benefits and restrictions for individual persons. Any person who is not employed by a Corporate or Nonprofit Member is eligible for an Individual, Hobbyist or Student membership. Such a person can decide whether they prefer to join as an Individual or a Hobbyist (or, if they are a full-time registered student, they may join as a Student.) Their choice may depend on how the person wishes to be listed, the dues they wish to pay, and the benefits such as votes that they wish to receive.
Individual, Hobbyist and Student (IHS) members may attend the annual General Business Meeting at no charge. IHS members are entitled to one registration for the ILDA Conference (plus any guest registrations), as well as one registration for other ILDA events such as laser safety classes.
IHS members are prohibited from using their ILDA membership to promote commercial laser display activities. For example, IHS members may not post the ILDA logo on a Website or on literature promoting commercial laser display activities, nor may they promote commercial activities in the ILDA Directory Listings. IHS members are not eligible to receive financial discounts (for commercially-related business activities) offered to ILDA members by ILDA or by other companies, or to take advantage of insurance referrals or other business-related programs offered by ILDA. If individuals wish to take advantage of these benefits and programs, they should join as Corporate members if eligible (e.g. if they have a business such as a sole proprietorship, partnership, or other recognized corporate entity).
C1. Individual Membership: An Individual member will be listed on ILDA's membership list by the person’s name. An Individual member is entitled to one (1) vote at the annual General Business Meeting. An Individual member is eligible to run for the Board of Directors.
The annual dues rate shall be as determined by the Board of Directors. [As of Nov. 2016, dues are $130 for this category.]
Individual members may join committees and at the discretion of the committee chair, may be a voting member of a committee
C2. Hobbyist Membership: A Hobbyist member will be listed on ILDA's membership list by the person’s name. A Hobbyist member is not entitled to a vote at the annual General Business Meeting. A Hobbyist member is not eligible to run for the Board of Directors.
The annual dues rate shall be as determined by the Board of Directors. [As of Nov. 2016, dues are $95 for this category.]
Hobbyist members may join committees as participants but are not entitled to vote within the committee.
C3. Student Membership: Any person who is a registered, full-time student is eligible for a student membership. Proof of full-time status shall be submitted with membership application.
A Student member will be listed on ILDA's membership list by the person’s name. A Student member is not entitled to a vote at the annual General Business Meeting. A Student member is not eligible to run for the Board of Directors.
The annual dues rate shall be as determined by the Board of Directors. [As of Nov. 2015, dues are $52 for this category.]
Student members may join committees as participants but are not entitled to vote within the committee.
Section 6. Election to Membership. Any person, firm, or corporation may be elected to membership upon submitting a written application form. At its discretion, the Board of Directors may review any application and approve or disapprove membership. All members will be required to sign any agreements supplied with the application form included to protect ILDA from legal liability.
Section 1. Non-payment of Dues or Assessments. Membership dues are payable according to the schedule ("Membership Year") as set forth by the Board of Directors. The membership of any Member of ILDA may be terminated if annual dues, fees or assessments are not paid by the thirtieth (30th) day following the expiration of the previous Membership Year. The membership/affiliation may be reinstated upon the payment of dues, fees or assessments outstanding, at the discretion of the Board of Directors.
Section 2. Resignation. Any member may withdraw from the Corporation at any time, but only after all assessments or other indebtedness due to ILDA at the time of resignation have been fully discharged.
Section 3. Termination for Cause. A member may be suspended or expelled for cause, such as conduct detrimental to ILDA or to the laser display industry, as determined by the Board of Directors, independently or upon recommendation from the Ethics Committee. No publicity will be given to any proposal of suspension. A suspended member will lose all voting rights and privileges of membership during the period of suspension.
Section 1. Annual Dues. The Board of Directors may establish from time to time the amount of the initiation fee, if any, and the amount of annual dues payable to ILDA by members.
Section 2. Payment of Dues. The Board of Directors shall set forth a schedule of dues payments, known as the "Membership Year". New ILDA members may join at any time during the Membership Year. Dues payments may be prorated as set forth by the Board of Directors. Renewing ILDA members are required to renew their membership before the thirtieth (30th) day following the expiration of the previous Membership Year. Renewing members must pay the full annual dues, fees or assessments regardless of when in the year they renew. After a former member has been dormant (non-payment of dues) for three or more Membership Years, then they may renew at the New Member rate (e.g., using prorated payments if in effect).
Section 3. Default and Termination of Membership. When any renewing member has not paid renewal dues by thirty (30) days expiration of the previous Membership Year, that member will be suspended by the Board of Directors, and may be reinstated as provided in Article IV, Section 1, of these Bylaws.
Section 1. Adoption of Code of Ethics. The Ethics Committee shall be responsible for promulgating a Code of Ethics which must be ratified by the Board of Directors. All members agree to uphold the Code of Ethics.
Section 2. Violation of Code of Ethics. All occurrences involving member violations or alleged violations of Section 3, Article VI of the Code of Ethics, shall be investigated by the Ethics Committee. The Ethics Committee shall have the discretion to recommend to the Board of Directors that a Letter of Reprimand be placed in the member's file for a recommended period of time and/or suspension or expulsion of a member for violation of the Code of Ethics. The Ethics Committee shall propose and the Board of Directors shall ratify the process for handling complaints of ethics violations and for making recommendations to the Board of Directors. The procedure adopted must allow the member notice and an opportunity to be heard.
Section 3. Statement of Code of Ethics:
• Members desire to promote cooperative, responsible and ethical application of laser display.
• Members agree to conduct their business in a professional, ethical, safe and courteous manner, and to make a good faith effort to resolve any and all complaints made against them.
• Members agree to respect the goals, desires and objectives of their clients.
• Members agree to observe and obey any and all regulations governing the use of lasers in any country or area in which the Member operates.
• Members will not knowingly take or receive credit for work done by another Member or, through inaction, knowingly allow an incorrect credit to persist.
• Members agree not to make inaccurate or misleading claims in advertising and/or promotion.
• Members will not knowingly make inaccurate or slanderous statements about any competitor or through silence lend credibility to statements made by others.
• Members will not misrepresent their capabilities or the capabilities of the medium in general.
• Members agree to keep privileged information obtained by reason of their position in ILDA confidential.
The Code of Ethics was adopted by the general membership of the International Laser Display Association at its annual membership meeting in San Francisco, November 13, 1987.
Section 1. Annual Conferences. There shall be an Annual Conference of the membership of ILDA held at least two (2) consecutive days at such time, date, and place as shall be designated by the Board of Directors. At the Annual Conference, the membership shall elect members of the Board of Directors, receive the annual reports of the Officers, Directors, and Committees, and transact all other necessary business. At the Annual Conference, the Board of Directors shall introduce the new Officers to the Membership.
Section 2. Special Meetings. Special Meetings may be called by the President, upon the request of at least twenty-five percent (25%) of the membership and if approved by a majority of Directors. A special Meeting will be held to consider a specific topic. No business other than that specified in the notice of meeting shall be transacted at any Special Meeting of the members of the Corporation.
Section 3. Notice of Meetings. Written notice of both Annual Conferences and Special Meetings shall be made to each member's email address as provided to ILDA, and in addition shall be made using a method having general circulation among members such as an internet mailing list and/or ILDA website. Such notice shall be sent at least ten (10) days before the time and date appointed for the said meeting. The notices of all meetings shall set forth the place, date, time, and purpose of the said meeting.
Section 4. Waiver. Notwithstanding the provisions of any of the foregoing sections, a meeting of the members of ILDA may be held at any time and at any place, and any action may be taken thereat, if notice is waived in writing by every member having a right to vote at the meeting.
Section 5. Quorum. [Removed by a vote of Members at the ILDA Business Meeting Nov. 18 2014 in Las Vegas. Section 5 remains blank to avoid renumbering other sections.]
Section 6. Action Without a Meeting. Any action which may be taken by the membership of ILDA may be taken without a meeting if two-thirds (2/3) of the membership, individually or collectively, consent in writing to said action. Such written consent(s) shall be filed in ILDA's minutes book and all members notified of the action. Such written consent shall have the same force and effect as a unanimous vote of the membership. Any certificate or other document which relates to action so taken shall state that the action was taken by unanimous written consent of the membership without a meeting, and that the Bylaws of ILDA authorize the membership to so act.
Section 7. Voting. Any member of a firm or an officer or representative of a corporation may represent it at any meeting. Any firm or corporation may be represented at any meeting by any member of its staff delegated by it for that purpose. Each Member (Corporate, Nonprofit, etc.) shall have the number of votes as specified in Article III, Section 5A. If a Member has more than one vote, the votes do not have to be cast identically. It is up to the Member to decide how to cast its votes.
Section 8. Voting for Board of Directors and President. After nominations for the Board of Directors have been closed, within 24 hours all members shall be notified of the candidates by a method having general circulation among all members such as a newsletter or ILDA website.
• Members who will not attend the Annual Conference may then vote for the Board candidates, and may express an ordering preference for President. The voting will be done electronically as described elsewhere in the Bylaws except that the discussion time restrictions shall not apply. Electronic votes are due into ILDA no later than 24 hours before the start time of the Business Meeting at the Annual Conference. [Note added November 26 2014: The intent of the nomination/voting procedures is that nominations are due one week before the Business Meeting at the Annual Conference. Within one day after the nomination deadline, then electronic voting is opened; it closes one day before the Business Meeting start time. Also, when electronic votes are submitted for President, the member will not know at that time which Board of Directors candidates have been elected. So each member's electronic ballot will list all potential Board members and will ask the member to rank them in order of preference. After the Board election at the Annual Conference, each electronic ballot will be reviewed, and the highest-ranked person who is running for President will receive the number of votes that the Member can cast [for example, four votes from a Corporate Level 1 Member]. This note is for guidance only and is not a legal part of the Bylaws.]
• Members who attend the Annual Conference Business Meeting shall vote in person; any electronic ballots which they may have cast shall be invalid and only in-person votes will be accepted.
Section 9. Voting on Motions at the Annual Conference. If any motions are brought forth for a vote during the Business Meeting of the Annual Conference, they shall be voted on by the members present. Motions passed shall have the same force and effect as a unanimous vote of the membership.
Section 10. Order of Business. The order of business at the Annual Conferences shall be, but not limited to, the following:
a. Introductory statements/introductions.
b. Proof of notice of meeting or waiver of notice.
c. Reading of the purpose and Code of Ethics.
d. Receiving communications.
e. Election of Board of Directors.
f. Election of Officers.
g. Reports of Officers.
h. Reports of Committees.
i. Unfinished Business.
j. New Business.
Section 11. Electronic voting. Members may discuss ILDA matters and may vote at times other than at the Annual Conferences or Special Meetings by using electronic methods. These electronic methods may include email lists, discussion forums, faxes and/or any other appropriate method of communications between ILDA and its members. The following procedures apply to electronic voting:
a. The topic(s) under consideration shall be presented to members via electronic means accessible to at least 80 percent of members. "Accessibility" means that the member has an email address, fax telephone number or other electronic method of communication on record with ILDA. For example, if at least 80 percent of ILDA members have an email address on record, then Internet-type communications may be used including email, website and discussion forums.
b. For any given vote, the Board of Directors may choose which method(s) is(are) used, as long as the method(s) used is(are) accessible to at least 80 percent of members.
c. Electronic voting shall be preceded by a discussion period of at least 14 days from the initial notification to members. ILDA shall provide a method such as an online forum or an email list, by which members shall be able to discuss the issues and communicate with other members.
d. The electronic voting period shall be at least 7 days. The discussion may continue during the voting period. [Note added Oct. 9 2012: Sections (c) and (d) should be interpreted as a 14 day period of discussion (no voting) followed by 7 days of voting, for a total of 21 days. This note is for guidance only and is not a legal part of the Bylaws.] [Note added Nov. 26 2014: The electronic voting period for Board of Directors and President will necessarily be shorter than 7 days due to the deadlines for nomination (one week before the Annual Conference Business Meeting), for providing ballots (one day after the nomination deadline), and for voting (up to 24 hours before the start of the Business Meeting). This note is for guidance only and is not a legal part of the Bylaws.]
e. Electronic voting may be done by one or more method simultaneously. For example, both online votes and fax ballots may be provided to members during a single voting session. However, for any given vote, no member may cast more than the number of votes allotted to them in Article III, Section 5A.
f. Once a member casts their electronic vote(s), the vote(s) cannot be changed. Any later ballots received will be ignored.
g. For electronic voting, whatever method is used must take into account the fact that members with more than one vote do not have to cast all their votes the same way. Members with multiple votes must be able to "split" their votes among different candidates or positions.
h. For electronic voting, there is no quorum restriction. A simple majority of electronic votes cast is sufficient to enact a provision or elect a candidate.
i. In addition to votes, non-binding polls may be taken to give guidance to the Board of Directors in reaching their decisions. Such polls are more informal than votes and may be taken at any time. For polls, the 14-day minimum discussion period and 7-day voting periods are recommended but are not required.
j. For non-binding polls, the "split" voting restriction in Paragraph (g) above does not apply. Because the poll is non-binding, it is acceptable to use a voting method where each Member has only one vote. It is also acceptable if this voting method allows one to change their vote.
Section 1. Number. The Corporation shall be managed by a Board of Directors. Each Director shall be at least 18 years of age, and shall be a member of the Corporation during his/her Directorship. The initial Board of Directors shall consist of three (3) persons named as Incorporators in the Articles of Incorporation. Thereafter, the number of Directors constituting the entire Board shall be five (5). Subject to the foregoing, the number of the Board of Directors may be fixed from time to time by action of the members or of the Directors. The number of Directors may be increased or decreased by action of the members or the Board of Directors, provided that any action by the Board of Directors to effect such increase or decrease shall require the vote of a majority of the entire Board of Directors. No decrease shall shorten the term of any Director then in office. The President must be a member of the Board of Directors.
Section 2. Election of Directors and Term. The first Board of Directors shall consist of those persons elected by the incorporators, and they shall hold office until the second Annual Meeting of Members, and until their successors have been dully elected and qualified. The first Board of Directors elected by the Incorporators shall be those persons elected at a pre-incorporation meeting and listed in Appendix A, attached to and made part of these Bylaws.
Thereafter, the membership shall elect Directors. The term of office shall be for two (2) years and shall be overlapping among Directors, with one-half (1/2) the number of Directors being elected at each Annual Conference. Each Director shall hold office until the expiration of the term of which (s)he was elected, and until his/her successor has been duly elected and qualified or until his/her prior resignation or removal as hereinafter provided.
Section 3. Qualifications of Directors. To be qualified to run for the Board of Directors, a person must meet all of the following qualifications:
A. The candidate must be an ILDA Individual Member, or an owner or full-time employee of an ILDA Corporate or Nonprofit Member company, at the time of the election.
B. The candidate, or his/her Member company, must be a Member of ILDA during the past two Membership years. This means the current Membership year (year in which voting takes place) and the previous (most recent in the past) Membership year.
C. The candidate, or their Member company, must be in good standing within ILDA. This means 1) all dues and any other outstanding transactions with ILDA are paid and up to date, and 2) the candidate's Membership has no issues with the Ethics Committee.
Section 4. Nomination of Directors. Nominations for the Board of Directors are required to be submitted to ILDA no later than one week in advance of the first Business Meeting to be held during the Annual Conference. An ILDA Member may nominate themselves or another Member. It is up to ILDA to determine whether the person nominated meets the Qualifications of Directors as listed in the section above. If so, their name will be added to the list of candidates for Board of Directors.
Section 5. Removal of Directors. Any or all of the members of the Board of Directors may be removed with or without cause by vote of two-thirds (2/3) of the members of the Corporation. The Board of Directors may remove any Director thereof for cause only.
Section 6. Resignation of Directors. A Director may resign at any time by giving written notice to the Executive Director who shall cause it to be made known to the Board of Directors and other Officers of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such Officer. Acceptance of such resignation shall not be necessary to make it effective.
Section 7. Vacancies. Newly created Directorships or vacancies in the Board of Directors may be filled by a vote of a majority of the Board of Directors then in office, although less than a quorum. Vacancies occurring by reason of the removal of Directors without cause shall be filled by a vote of the members. A Director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his/her predecessor.
Section 8. Meetings of the Board of Directors.
A. Time and Number of Meetings. The Board of Directors shall meet at least once each month. Also, there shall be a meeting immediately preceding the first day of the Annual Conference, and a meeting on or immediately after the last day of the Annual Conference. For purposes of the Bylaws, these two meetings together shall count as one of the monthly required meetings.
B. Notice of the First and Third Regular Meetings. No notice shall be required for regular meetings of the Board of Directors for which the time and place have been fixed.
C. Notice of Special Meetings and Mid-year Meetings. Written, oral, or any other method of notice of the time and place shall be given for special meetings of the Board of Directors and for the regular mid-year meeting in sufficient time for the convenient assembly of the Board of Directors. The notice of any meeting need not specify the purpose of such meeting. The requirement for furnishing notice of a meeting may be waived by any Director who signs a Waiver of Notice before or after the meeting or who attends the meeting without protesting the lack of notice to him/her.
D. Discussion and Voting. Board discussions and voting may take place by various methods, including in person, by telephone conference call, and online. The discussions and voting may be in real-time or sequentially as in an online message forum. If voting is done sequentially (e.g., online voting), the vote shall be held open for a reasonable period to allow all Directors time to place their votes. Any Director, by casting a vote, is agreeing that any previous discussion has been sufficient for them to come to a conclusion on the issue under consideration.
Section 9. Quorum of Board of Directors. A majority of the entire membership of the Board of Directors shall constitute a quorum. At any meeting held to remove one or more Directors, a quorum shall consist of a majority of the Directors present at such meeting. Whenever a vacancy on the Board of Directors shall prevent a quorum from being present, then, in such event, the quorum shall consist of a majority of the members of the Board of Directors excluding the vacancy. A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except to the extent provided by law and these Bylaws, the act of the Board of Directors shall be by a majority of the Directors present at the time of vote, a quorum being present at such time. Any action authorized by resolution, in writing, by all of the Directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.
Section 10. Ethics and Participation. Members who accept the responsibility to serve as members of the Board of Directors agree to the following:
A. They must not abuse their power by taking advantage of privileged information.
B. They must maintain qualifying ILDA Membership throughout their Board term.
1) If the Board Member, or his/her company, does not renew or otherwise leaves ILDA Membership during his/her Board term, the Board Member must either rejoin ILDA in an appropriate category, or (s)he will be removed from the Board when their current Membership ends.
C. They will make a good faith effort to attend all Board Meetings during their Board term.
1) Any Board member who fails to attend three monthly meetings during the period from one Conference to the next, will be automatically removed from the Board upon missing their third meeting. A replacement shall be chosen as provided for in Article VII, Section 7, “Vacancies”.
2) A Board member’s missed meeting may be excused if a majority of the other Board members vote that the failure to attend was due to significant extenuating circumstances outside the Board member’s control. An excused meeting will not count as one of the three missed meetings in the paragraph above.
3) For purposes of this paragraph, “attend” means actively participating in a Board meeting, during more than one-half of the period between the call to order and the meeting close.
D. They will make a good faith effort to attend all ILDA Conferences during their Board term.
E. They will serve and actively participate on a committee to the betterment of ILDA.
Section 1. Number. The Membership of ILDA must elect or appoint a President. The Board may elect or appoint one or more Secretaries and such other Officers as they may determine. The President must be a Director. Any two or more offices may be held by the same person except the offices of President and Secretary.
Section 2. Term. Each Officer shall hold office until the Annual Conference of the membership, and until his/her successor has been duly elected and qualified.
Section 3. Method of Election. The President will be elected using the procedures set forth in Article VII. Other officers will be nominated and elected by the general membership at the Annual Conference. Term of office will be one (1) year. The President shall be elected from the Board of Directors. The other Officers shall be elected from those persons accepting nomination by the membership at the Annual Conference, unless it becomes necessary to fill a vacancy before the Annual Conference.
Section 4. Duties of Officers. The duties/powers of the Officers of the Corporation shall be as follows:
A. President. The President shall have the responsibility for overseeing the general management of the affairs of the Corporation, and shall carry out the resolutions of the Board of Directors. The President shall preside over the Annual Conference following his/her election and over all Board of Directors meetings.
B. Vice-President. During the absence or disability of the President of the Corporation, the Vice-President, or, if there be more than one, the Executive Vice-President shall have all the powers and functions of the President. The Vice-President shall perform such duties as may be prescribed by the Board of Directors from time to time.
C. Secretary. The Secretary shall be responsible for all correspondence, notifications, and other communications as requested by the President or Executive Director. The Secretary shall handle requests for general membership information and shall, accordingly and upon such request, be responsible for disseminating such information. The Secretary shall assist the Executive Director and host company in coordinating annual General Membership Meetings.
Section 5. Ethics. Members who accept the responsibility of being elected officers of the Corporation shall not abuse their power by taking advantage of privileged information.
Section 6. Removal of Officers. Any or all of the officers may be removed with or without cause by vote of two-thirds (2/3) of the members of the Corporation. The Board of Directors may remove any Officer thereof for cause only.
Section 7. Resignation of Officers. An Officer may resign at any time by giving written notice. Such written notice shall be submitted to the Executive Director who will cause it to be made known to the Board of Directors and other Officers of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof. Acceptance of such resignation shall not be necessary to make it effective.
Section 1. Description. The Executive Director is a non-elected office to be filled by the Board of Directors. The Executive Director derives his/her authority from the Board of Directors and is the only compensated officer, such compensation being determined annually by the Board of Directors. The Executive Director shall have no vote.
Section 2. Duties. The Executive Director shall assist the President and the Board of Directors in the general management of the affairs of the Corporation and will be responsible for the day to day management of same. He/she shall maintain the central files of the Corporation and shall coordinate/ facilitate internal and external communications of same. The Executive Director shall cause to have served all notices for the Corporation which have been authorized by the Board of Directors.
The Executive Director shall prepare and keep on file the minutes of the Annual Conference and prepare and keep on file the minutes of the Board of Directors' Meetings. (S)he will be responsible for planning and coordinating all Board of Directors' Meetings and will cause to have reported to the Board of Directors all matters of import regarding the Corporation.
The Executive Director shall oversee preparations for the Annual Conference and shall cause to have distributed to the general membership an agenda of said conference. Such agenda shall be mailed out at least two weeks prior to the Annual Conference.
The Executive Director shall be responsible for financial management, including planning, purchasing, receipts, disbursements, reports, and analysis. He/she shall have the care and custody of all funds and securities of the corporation, and shall deposit said funds in the name of the Corporation in such bank accounts as the Board of Directors may from time to time determine. (S)he shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation when signed by the President; (s)he may also sign checks, drafts, notes, and orders for the payment of money, which shall have been duly authorized by the Board of Directors. The approval, in writing, of a duly elected member of the Board of Directors shall be required for all checks in excess of $3,000.00. The Executive Director shall prepare financial statements and report to the Board on a regular basis and shall provide all documentation requested by Corporation accountants for the purpose of audits and preparation of the Corporation's Federal tax returns.
The Executive Director shall keep the Corporate Seal.
The Executive Director shall honor all the requirements of membership and shall not abuse his/her authority by taking advantage of privileged information.
Section 1. Creation. The Board of Directors may designate standing committees. Such committees shall have such authority as the Board of Directors may delegate, except to the extent prohibited by law. In addition, the Board of Directors may establish special committees from time to time, for any lawful purpose, which may have such powers as the Board of Directors may lawfully delegate.
Section 2. Ethics Committee. The Board of Directors must appoint an Ethics Committee whose responsibilities will be designated by the Board of Directors. The initial Ethics Committee shall be those persons listed in Appendix B, attached to and made part of these Bylaws.
Section 3. Committee Quorum. A majority of any committee of the Corporation shall constitute a quorum for the transaction of business, unless any committee shall by a majority vote of the entire committee decide otherwise.
Section 4. Committee Vacancies. The various committees shall have the power to fill vacancies in their membership. The Board of Directors must approve additions to the Ethics Committee.
Section 5. Committee Operations. The Board of Directors shall have the ultimate responsibility for committee operations and procedures. This may be delegated to each committee so that it may determine qualifications for membership in the committee; method of choosing the committee chairperson; any membership levels such as voting members vs. corresponding members; and procedures for committee operations. Non-ILDA members may be permitted to take part in a committee's discussions if this is deemed useful to the committee; however, non-ILDA members may not vote on any committee matters.
Section 6. Ethics. Members who serve on a Committee of the Corporation must not abuse their power by taking advantage of privileged information.
In the event of the dissolution of ILDA, all funds or assets remaining after provision for all claims and liabilities shall not be returned to the members, but shall be transferred or conveyed to such other not-for-profit organizations performing services for or related to the industry as the Board of Directors may determine.
Any amendment or alteration of these Bylaws may be made by the Board of Directors at any regular or special meeting.
Any amendment made by the Board of Directors as set out above, shall be subject to a ratification vote by the membership after the change to the Bylaws is made. The ratification vote may be made at the Annual Conference or may be done by electronic voting. The Board of Directors shall determine the method and timing of the vote. The vote must be conducted in a fair and impartial manner. A majority of a quorum present (at the Conference) or votes cast (by electronic voting) shall be necessary to ratify the change in the Bylaws.
Section 1. Books and Records. The Corporation shall keep at the office of its Registered Agent, the original corporate minute book, which shall include minutes of the proceedings of the members, the Board of Directors, or any committee appointed by the Board of Directors, as well as a list or record containing the names and address of all members. The Executive Director shall keep complete copies of same in the Corporation's central files.
Section 2. Corporate Seal. The Corporate Seal shall be in such form as the Board of Directors shall from time to time prescribe.
Section 3. Fiscal year. The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.
Section 4. Compensation of Board of Directors and Officers. The members of the Board of Directors and the Officers of the Corporation shall serve without compensation, but the Board of Directors may authorize payment by ILDA of the reasonable expenses incurred by Directors, Officers, or Committee Chairpersons in the performance of their duties.
Section 5. Indemnification of Board of Directors and Officers. The members of the Board of Directors and the Officers of the Corporation shall be indemnified against any claims arising from the ordinary conduct of the business of the Corporation as set forth in these Bylaws, or from or in connection with any of its membership.
Len Debenedictis, Coherent
Ron Goldstein, Laser Media, Inc.
Walter Gundy, Image Engineering Corporation
Joanne McCullough, Audio Visual Imagineering, Inc.
Richard Sandhaus, Science Faction Corporation
Don Dorsey, DnA Creations, Inc.
Scott Blake, Image Engineering Corporation
Paul Crosby, Coherent
Craig McNeer, Science Faction Corporation
Doug McCullough, Audio Visual Imagineering, Inc.
Rick Stevenson, Laser Ionics
Todd Rogers, Stage Sound, Inc.
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