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			By-Laws The Society for Cognitive Studies of the Moving Image A Not-for-Profit Corporation Article I. Organization The name of the organization shall be the Society for Cognitive Studies of the Moving Image. The organization may at its pleasure by a vote of the membership body change its name. Article II. Purposes To encourage research into and theorizing about moving images in the context of the findings and theoretical constructs of cognitive science, as well as related issues in art theory, philosophy, literary theory, and perceptual and cognitive psychology. To conduct research specifically focused upon problems related to moving image media. To serve as a clearinghouse for information gained from the above activities. To provide to its members teaching materials and other educational resources for cognitive and related studies of the moving image. To hold an annual or biennial conference on matters of interest to the Society. Article III. Membership 1. Qualification Membership in the Society shall be composed of scholars chosen for distinction and achievement in one or more branches of the academic disciplines that study the various aspects of moving images itemized above. 2. Types of Membership SCSMI memberships are held by individuals, not organizations, and include: (a) Fellows. Fellows are the senior members of the Society. A Fellow has been nominated by a Fellow, is an outstanding scholar with a substantial publication record in one of the fields associated with moving images, has presented a paper at an SCSMI conference or symposium, and has a strong commitment to the mission of the Society. New Fellows are selected by vote of all current Fellows. (b) Associates. Associates are members of the Society. They receive mailings from the Society, and may eventually become Fellows. 3. Member rights Voting rights on matters of policy are reserved for Fellows. Both Fellows and Associates are entitled to attend all meetings of the Society. Associates may attend meetings of the Fellows by request or by invitation. Article IV. Dues and Budget (1) An annual membership fee of US $25 shall be assessed from both Fellows and Associates in order to support the organization's journal and meet other expenses incurrent in running the Society. Dues are payable within three months of receiving notification from the Membership Officer. (2) Establishment of dues. Dues shall be established by a two-thirds vote of the Fellows. (3) Cancellation. Members who fail to pay their dues within three months after they are due shall be notified and dropped from the rolls, and thereupon forfeit all rights and privileges of membership. (4) Refunds. No dues shall be refunded to any member whose membership terminates for any reason. (5) There shall be no dividends to the members of the organization. Article V. Board of Directors The Organization shall be administered by a Board of Directors consisting of twelve Fellows. Board members serve four-year terms and are elected by a vote of Fellows. Through rotation, each year three Board members are up for re-election or replacement. Board members shall not be held liable for any debts or losses that the Society may suffer or incur. Article VI. Officers The officers of the organization shall be as follows: President Secretary/ Treasurer Membership Officer (1) The President shall by virtue of his or her office preside over Board meetings and appoint all committees, temporary or permanent. He/she shall see that all books, reports, and certificates required by law are properly kept and filed. He/she shall be one of the officers who may sign the checks or drafts of the organization. He/she shall have such powers as may be reasonably construed as belonging to the chief executive of any organization. (2) The Secretary/ Treasurer shall keep the minutes and records of the organization in appropriate books. It shall be his/her duty to file any certificate required by any stature, federal or state. He/ she shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such moneys or securities of the organization. He/she shall be one of the officers authorized to sign checks or drafts of the organization. He/she shall render at stated periods as the Fellows determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Fellows' meeting. (3) The Membership Officer shall give and serve all notices to members of this organization. He/she shall attend to all correspondence with members of the organization and present to the membership at any meetings any communication addressed to him as Membership Officer. He/she will also assist the Secretary/ Treasurer in financial matters pertaining to status of members, collection of dues, and payment for services. He/she will be one of the officers who shall sign checks or drafts of the organization. Officers shall by virtue of their office be members of the Fellows and serve on the Board. No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer from receiving compensation from the organization for duties other than as officer. Article VII. Meetings Meetings of this organization shall be held annually or biennially. The President may schedule meetings of the Board at other times as the President deems advisable. The Membership Officer shall cause to be mailed to every member in good standing at his/her address as it appears in the roll book of this organization a notice telling the time and place of such meeting. The presence of not less than 50% of the Board of Directors shall constitute a quorum and shall be necessary to conduct the business of this organization. Each Fellow shall have one vote. At any regular meeting of the Fellows, voting is by voice or ballot. When by ballot, the President shall appoint a pro tem officer to act as "Inspector of Election" to count the ballots and prepare a written tally of the vote, to be affixed to the minutes. When votes are required outside the annual or biennial meeting, officers of the organization will canvass the Fellows. Such voting may be conducted by any means allowable by law, including mail, telephone call, telegram, electronic mail, or any other means of transmission, providing that such means of voting must either set forth or be submitted with information from which it can be determined that such vote was authorized by the member. Article VIII. Committees All committees of this organization shall be appointed by the President and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board. Article IX. Procedures (1) Election to the Board of Directors. Each year nominations for the three open seats on the board will be solicited from the Fellows, a list of nominees compiled, and that list presented to the Fellows for a vote. The three nominees with the largest number of votes are elected to the positions on the board. (2) Election of the President: Every four years the Board elects a President, who appoints from the fellows of the Society a Secretary/Treasurer, a Membership Director, a Webmaster, a Journal Editor, and members of an Editorial Board who serve at the discretion of the Editor. A President is elected according to the following procedure. Six months before the expiration of the President's term, a Nominating Committee appointed by the President solicits nominations from the Fellows. Any of the Fellows may nominate a candidate, with self-nomination permitted. The Nominating Committee reviews the nominees and prepares a slate of candidates to be submitted to the Board. The Board votes on the slate, with majority determining the outcome. (3) Becoming a Fellow. To become a Fellow of the Society one must be nominated by a Fellow, must be an outstanding scholar with a substantial publication record in one of the fields associated with moving images, must have presented at an SCSMI conference or symposium, and must have a strong commitment to the mission of the Society. An appreciation for the literature of both the arts and the sciences must be demonstrated in the scholarly work. The work must be reviewed by the Board of Directors and approved by no fewer than nine members of the Board before the nomination is presented to the Fellowship for a vote. The candidate must then be approved by a minimum of 4/5 of the fellowship. The fellowship will be given a period of no less than four weeks to vote on the nomination. They will be polled by e-mail, with a non-response counting as a yes vote. Fellows are Fellows for life unless they submit a written resignation. (4) Becoming an Associate Member. To become an Associate Member of the organization one may contact the Membership Director and express an interest in becoming an Associate. Associate Members qualify to have their work considered for publication in The Journal of Moving Image Studies, the online journal published by the Society, and to submit papers for presentation at meetings. Associates do not have voting privileges. Article X. Tax-Exempt Notwithstanding any other provisions of these bylaws, the corporation shall not carry on any other activities not permitted to be carried on: (a) by a corporation exempt from Federal Income Tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law); or (b) by a corporation's contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the Revenue Law). Notwithstanding any of the above statements of purpose and powers, this corporation shall not, except to an insubstantial degree, engage in any activities and exercize any powers that are not in furtherance of the primary purpose of this corporation. This corporation is organized pursuant to the State of Michigan Non-Profit Corporation Act of 1982 and does not contemplate pecuniary gain or profit to the members thereof and is organized for nonprofit status.