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Bylaws

Bylaws of the International Environmental Communication Association
(amended as of August 1, 2016)

ARTICLE 1: Name

The name of the organization shall be International Environmental Communication Association (IECA), as determined by a vote of the elected Directors of the Board (vote on July 11, 2011).

ARTICLE 2: Mission, Vision & Objectives

Section 2.1 – Mission Statement. IECA’s mission is to foster effective and inspiring communication that alleviates environmental issues and conflicts, and solves the problems that cause them. We do this by bringing together and supporting practitioners, teachers, scholars, students, artists and organizations that share these goals.

Section 2.2 – Vision Statement. IECA’s vision is to be a thriving, well-supported, and collaborative professional nexus of people and organizations whose environmental communication teaching, research, projects, campaigns, creations, and other activities are helping to achieve environmental health and justice.

Section 2.3 – Objectives. The IECA intends to support its mission through activities that promote international collaboration among its members and with other interested parties in ways that are consistent with goals of social and ecological sustainability in diverse contexts.  Specific objectives include:

a.    providing an international forum for transdisciplinary networking and collaboration and the advancement of the field of environmental communication;
b.    supporting research and scholarship in environmental communication;
c.    supporting practitioners’ and professionals’ applied environmental communication;
d.    building connections and partnerships with non-governmental organizations, policymakers, businesses, institutions, and community members;
e.    promoting pedagogy, teaching, and curriculum development at a variety of educational levels;
f.    developing and promoting sustainable best practices in applied environmental communication settings; and
g.    promoting awareness of environmental communication as a practice and field of study among professionals, educators, activists, policy makers, and media organizations.

Section 2.4 – Core Functions and Programs. The IECA shall  conduct a number of core activities, including but not limited to:

2.4a – Journal. The IECA shall sponsor the publication of its official journal, Environmental Communication. The IECA shall provide editorial support for the journal, providing intellectual resources necessary to continue a strong publication record, and support with regards to editorial transition and other publishing activities.
Journal subscriptions shall be available to non-members, at a non-member rate.
Journal subscriptions shall be available to non-members, at a non-member rate.
2.4b – Conference. The IECA shall sponsor the biennial conference, Conference on Communication and Environment (COCE). Support may take the form of monetary and other resource support, conference planning expertise, and host support. In support of the Association’s aspiration to maintain minimal negative environmental impact, conference sponsorship shall include development and support of virtual conference opportunities.
 Conference attendance shall be available to non-members, at a non-member rate.
2.4c – Membership Directory. The IECA shall publish an annual directory that includes members’ contact information and relevant professional data to promote information-sharing and networking among members. The directory shall be made available on-line to members only.
2.4d – Website and Network. The IECA shall develop and maintain its own website and communications networks. The IECA web site shall serve as a repository of environmental communication news and resources, and shall be constructed so that members can contribute content.  

ARTICLE 3: Membership & Dues

Section 3.1 – Membership qualifications.  Membership in the IECA should be open to all persons and organizations who subscribe to the IECA’s Code of Ethics; promote the mission, vision, and objectives set forth in these bylaws; and pay the membership dues. IECA shall not discriminate in any way against members or potential members on the basis of race, gender, religion, age, nationality, ethnic origin, physical or mental disability, or sexual orientation.

Section 3.2 – Membership Categories. The Board shall have the authority to create membership categories as needed. The Board will work with the Executive Director to determine appropriate categories.

3.2a – Founding Members. Members who joined in 2011 helped launch the IECA and will be known as Founding members. Founding members will receive a 10% discount on their membership dues for as long as they remain active members. Founding Members’ names shall  be identified on the IECA web site and be noted in the Membership Directory.
3.2b – Individual Members. Individual members are individual persons who join the IECA themselves. Individual membership categories will include–but not be limited to–regular, student, and professional memberships.
3.2c  – Organizational Members. Organizational members are organizations that join the IECA in order to provide membership benefits to individuals who are part of that organization. Each Organizational member shall have one individual responsible for managing the Organizational membership. That person shall be known as the Primary organizational member. Other individuals within the Organizational membership shall be known as Related organizational members.

Section 3.3 – Membership Benefits and Rights.  All membership categories shall entail benefits and rights as determined by the Board and Executive Director. Membership benefits may vary according to membership category and from year to year. Benefits will be outlined on the IECA web site.

3.3a – Individual members and Primary organizational members shall have the right to:
i.   vote in the election of members of the Board of Directors;
ii.  vote on matters presented at meetings or in other forums for the consideration of the membership by the Board of Directors, including amendments to bylaws;
iii. run for election to serve as Directors or Officers on the Board of Directors;
iv. chair or participate in standing or ad hoc committees or task groups; and
iv.  any rights and privileges provided elsewhere in these bylaws or designated by the Board of Directors.
 3.3b – Related organizational members shall have the right to:
i. chair or participate in standing or ad hoc committees or task groups; and
ii.  any rights and privileges provided elsewhere in these bylaws or designated by the Board of Directors.
3.3c – Related organizational members shall not have the right to:
i.   vote in Association elections or on matters presented for vote;
ii.  run for or hold elected positions

Section 3.4 – Membership Limitations.  Membership does not include any right, title, or interest in or to the property of the Association.

Section 3.5 – Termination. Membership and all rights and benefits of members shall automatically terminate upon a member’s death, voluntary resignation, or failure to pay dues as required. A member terminated because of voluntary resignation or failure to pay dues may reapply at any time.
3.5a - The Board of Directors of The IECA retains the right to bar from membership or expel any individuals or organizations that have been sanctioned or convicted for behavior not in compliance with the IECA Code of Ethics by a court of law, governmental agency or recognized self-regulatory entity to which they are subject.

Section 3.6 – Dues. Members shall pay annual dues in an amount established by the Board of Directors, taking into account members’ status (regular, student, organizational, etc.), as well as nation of origin. Members shall receive a renewal notice prior to membership expiration.  Annual membership dues shall be used to support Association objectives, functions, programs, governing processes, and other matters as determined by the Board of Directors.

Section 3.7 - Membership year.  All memberships shall begin on January 1 and end on December 31 each year.  Dues paid after January 1 shall be retroactive for the calendar year in which membership is requested.

ARTICLE 4: Board of Directors & Officers

Section 4.1 – Composition. The Board of Directors shall consist of eight to thirteen members, with every effort made to represent the international and vocational diversity of the organization. Eight Directors shall be elected by the voting membership, with four open positions being voted on every two years. If the editor of the Association’s journal is not among the elected Directors, that individual shall sit on the Board as an at-large member. To ensure international and vocational representation, elected Directors may appoint additional at-large members in order to fill any remaining seats on the Board.

Section 4.2 – Functions. The Board of Directors shall be responsible for overall policy and direction of the Association and shall delegate responsibility of day-to-day operations to the Executive Director. Directors on the Board shall participate in all official Board meetings. Directors shall also provide leadership to and oversight of the Association by serving in officer positions and/or by chairing or actively participating in committees and task groups related to the operations of the Association in fulfillment of its mission. The Board shall openly communicate its processes and decisions to Association members via email, the Association website, and other mechanisms.  

Section 4.3 – Board Elections. The IECA shall hold elections for the office of Vice-Chair, as well as open positions in the Board of Directors, in the Fall of the years preceding the COCE conference, and other times as needed to fill open positions.

4.3a – Election process.  Elections shall be administered through an online voting process.  Prior to the election, the Vice-Chair shall send out a call for self-nominations for Vice-Chair and open Board positions. After nominations are closed, the Secretary shall send out electronic ballots containing the names of all candidates to all voting members. Completed ballots must be received by the Secretary by a due date established by the Secretary.  The Vice-Chair and individual Directors shall be chosen by a simple plurality of cast votes.  
4.3b – Terms. Elected Directors shall serve staggered four-year terms. The same individual shall be eligible to run for re-election for up to two consecutive terms or eight years of consecutive service. Following a hiatus of two years, the member may again run for election. At-large members may serve up to two consecutive two-year terms.
4.3c – Start and end dates of terms.  The terms of each incoming slate of elected Directors will begin with the biennial COCE conference that takes place during the year after the election takes place.  Prior to the conference, incoming and outgoing Directors will work on transition issues, with the formal transition taking place at the conference.

Section 4.4 – Compensation. Directors shall receive no compensation other than for reasonable expenses related to the execution of Association responsibilities.

Section 4.5 – Voting. All Directors on the Board shall be voting members. Two-thirds of the Directors of the Board must be in participation, in-person or virtually, in a meeting to constitute a quorum. Proxies shall not be accepted. Meetings that are without quorum may propose resolutions that are to be voted upon in the next meeting having a quorum. Unless noted otherwise in the bylaws, decisions of the Board shall be determined by a simple majority. In the event of a tie, the Chair of the Board shall cast the deciding vote.

Section 4.6 – Officers and Duties. There shall be four Officers of the Board.  Officer positions and their duties are:

4.6a – Chair. The Chair of the Board shall arrange, convene, and preside over Board meetings, including the biennial Business Meeting. The Chair shall also assist with coordination of tasks within each committee and among committees.   The Chair will serve for two years.
4.6b – Vice-Chair. The Vice-Chair shall be chosen every two years through a direct election by association members.  The Vice-Chair shall assist the Chair, serve in the Chair’s absence, and head the Nominating Committee.  The Vice-Chair will serve in that office for two years, then will succeed the Chair.
4.6c – Secretary.   The Secretary shall be chosen by the Board from among its Directors and shall normally serve for two years.  The Secretary shall be responsible for keeping records of Board decisions and actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of meeting agendas and minutes to each Board member, and assuring that records of Board's’ actions are maintained.
4.6d – Treasurer.   The Treasurer shall be chosen by the Board from among its Directors and shall normally serve for two years.  The Treasurer is responsible for managing the Association’s accounts (bank, PayPal, etc.), making sure tax returns are filed on time, and working with the Executive Director to manage costs and revenues. The Treasurer shall make a financial report at each Board meeting, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and to the public.

Section 4.7 – Conflicts of Interest. Any member of the Board having a financial, personal, or official interest in, or conflict (or appearance of conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, shall offer to the Board to voluntarily excuse her/himself and shall  vacate her or his seat and refrain from discussion and voting on said item.

Section 4.8 – Resignation and Termination. Director positions may be vacated before the end of a term due to resignation or termination. Resignation from the Board must be in writing and received by the Secretary. A Director shall be terminated from the Board for two unexcused absences from Board meetings within the tenure of any given term. Directors may be removed for other reasons, such as failure to lead or actively participate in and contribute to committees or task groups and/or failure to otherwise contribute to the leadership to and oversight of the Association, by a three-fourths vote of the remaining Directors.

Section 4.9 – Mid-term Vacancies. If a vacancy on the Board occurs mid-term, the Secretary shall solicit and receive nominations from the Board for a replacement Director. These nominations shall be sent in advance to all Board members to be voted upon at the next Board meeting. Replacement appointments shall complete only the remainder of the vacated term. If more than one year remains in the term, the Board may call for a special membership-wide election to fill the position to complete the term.

ARTICLE 5: Executive Director

Section 5.1 – Executive Director.  The Executive Director shall be appointed by the Board. The Executive Director shall manage the day-to-day responsibilities and functioning of the organization, including, but not limited to, carrying out the Association’s policies, keeping the Association’s records, creating and maintaining the annual membership directory, supporting the work of the Board and committees, and coordinating and promoting volunteer and committee activities in support of the Association’s mission. The Executive Director may delegate responsibility for specific aspects of the management of affairs while holding accountable the parties to whom responsibility has been assigned. The Executive Director shall attend all Board meetings, report on the progress of the organization, answer questions of the Board members, and carry out the duties described in the job description. The Executive Director shall not vote on matters before the Board.

Section 5.2 – Accountability and Compensation. The Executive Director shall be accountable to the Board of Directors through a regular reporting process and annual evaluations, and shall be eligible for reappointment on an annual basis. The Board shall be authorized to compensate the Executive Director on an hourly or salaried basis as needed.

ARTICLE 6: Committees

Section 6.1 – Standing Committees. The Board of Directors may establish Standing Committees as deemed necessary to carry out and sustain the long term strategic objectives of the Association. Standing Committees shall be initially chaired by a founding Director of the Board and shall be chaired by a Director at any time that a Committee is lacking in leadership or if a Director is chosen by Committee members to act as Chair.

Section 6.1a – Nominating & Elections Committee. The Nominating & Elections Committee shall be chaired by the Vice-Chair of the Board of Directors and shall be responsible for assisting the Board in developing criteria for selecting nominees and for recruiting, screening, and presenting Board candidates to the membership for election. The Committee shall assist the Secretary of the Board in conducting elections.
Section 6.1b – Membership & Outreach Committee. The Membership & Outreach Committee shall be charged with assisting the Executive Director in all aspects of membership management, including the annual membership directory, and with promoting and actively seeking to grow the membership, including international networking and bridging academic and professional or practitioner interests.
Section 6.1c – Conference Committee. The Conference Committee shall include the current host for the COCE. It shall be responsible for soliciting and selecting hosts and sites for the Conference on Communication and Environment (COCE), supporting the host and conference during its planning and implementation stages, and promoting broad participation from variety of international and vocational sectors.  
Section 6.1d – Research & Publications Committee. The Research & Publications Committee shall be charged with selecting the editor of the Association’s journal, assisting in the development of the aim and scope of the journal, corresponding with the journal’s publisher as needed, and supporting the journal and other research and publication opportunities consistent with the mission of the Association.
Section 6.1e – Communications & Website Committee. The Communications & Website Committee shall develop and oversee the website and listserv, and other mechanisms for interacting with the membership and the public at large.
Section 6.1f – Awards Committee. The Awards Committee shall establish and implement awards programs for environmental communication accomplishments, by members or non-members, that may include research, teaching, practice and other activities that are relevant to the mission of the Association.

Section 6.2 – Ad-Hoc Committees and Task Groups. The Board of Directors may establish Ad Hoc Committees and short-term Task Groups as deemed necessary to plan and/or implement programs or to explore issues that may have an impact on the mission or objectives of the Association.  

ARTICLE 7:  Meetings

Section 7.1 – Meetings. The Board of Directors shall hold biannual meetings to review policy and address Association issues, including a biennial Business Meeting to be held in conjunction with the COCE. With the exception of biennial Business Meetings, the Board may choose to hold all meetings virtually/electronically. The Board may hold additional meetings as needed. Meetings shall be open to all Association members unless the Board votes with good cause to hold a meeting or certain parts of a meeting closed to discuss confidential business.

7.1a – Business Meetings. A biennial Business Meeting shall be held to report to the general membership, receive reports from Officers and committees of the Association, install elected Directors of the Association, set membership dues, and resolve other matters including those referred to it by the Executive Director. This meeting shall coincide with the date and location of the COCE.

Section 7.2 – Notification. The time, date, and location of all meetings shall be announced to all members of the Board and general membership of the Association in advance of each meeting via mail or electronic  mail.

Section 7.3 – Attendance. Efforts shall be made to develop and allow for virtual/electronic attendance of meetings for all members of the Association.

ARTICLE 8: Voting

Section 8.1 – Eligibility. The voting membership shall be comprised of those individuals who are in good standing as indicated by their membership status and type under Article 3.

Section 8.2 – Decisions. All decisions calling for votes shall, except as stated otherwise in the  bylaws, be taken by a simple majority. Whenever a vote is evenly divided, the vote of the Chair of the Board or Committee shall be decisive.

Section 8.3 – Proxies.  No proxies shall be accepted.

Section 8.4 – Voting method. All voting for the election of Directors of the Board or to amend the Bylaws shall be by mail or electronic ballot among the voting members of the Association. The Board of Directors shall determine when or if matters before the Board should be voted upon by the general membership.

8.4a. – Mail and Electronic Ballots. In order to be valid, ballots must be received by the Secretary on or before the date specified on the ballot.

ARTICLE 9: Finances

Section 9.1 – Financial Resources. The IECA shall be financed by membership dues, COCE, donations, and other lawful means.

Section 9.2 – Reimbursement. The Treasurer of the Board shall be responsible for decisions about reimbursement for expenses incurred by the Executive Director, Directors of the Board, Committee Chairs, or others who carry out work for the IECA.

Section 9.3 – Non-Profit Status. The IECA shall seek legal status as a non-profit organization under U.S. federal tax law. The IECA is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future tax code.

ARTICLE 10: Amendments

Section 10.1 – Proposals to Amend. Amendments to the bylaws may be proposed by majority vote of the Board of Directors or by any standing committee of the Association or by a petition signed by at least ten percent of the voting membership.

Section 10.2 – Voting Procedures.  A proposed amendment shall be voted on no more than three months after the amendment is proposed. Amendments initiated as per Section 10.1 shall be distributed to all members of the Association for vote by mail or electronic ballot.

Section 10.3 – Adoption of Amendments. These Bylaws may be amended or new bylaws adopted by a two-thirds vote of the voting members of the Association. Unless otherwise specified, a proposed amendment becomes effective as soon as it has been approved by the vote of the members.

ARTICLE 11: Dissolution

Section 11.1 – Process. The IECA may be dissolved by a three-fourths majority of the Board of Directors. Amendments or a proposal to dissolve must be advertised to all members of the Association six months in advance. Such notification must contain the full written text of the amendment being proposed.

Section 11.2 – A resolution to dissolve the IECA shall name those persons who shall be charged with the liquidation of the IECA’s assets and properties.

Section 11.3 – Distribution of Assets.  In the event that the Association shall be hereinafter dissolved, the assets of the Association shall be distributed in accordance with the laws of the state in which the Association is incorporated.

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