Constitution & Bylaws
CONSUMER CULTURE THEORY CONSORTIUM CONSTITUTION AND BYLAWS
Updated: May 8, 2020
Amendments Approved by Membership Vote on May 7, 2020
Article 1. NAME
The name of this organization is the Consumer Culture Theory Consortium (CCT Consortium).
Article 2. PURPOSE
The CCT Consortium is a 501(c)(3) non-profit organization that seeks to promote research, education, and other activities that contribute to the understanding of consumer culture in business and society.
Article 3. AFFILIATION
The CCT Consortium is not formally affiliated with any other organization.
Article 4. NON-DISCRIMINATION CLAUSE
The CCT Consortium affirms and promotes the full participation of persons in all its activities, including membership, programming, and hiring practices (where applicable) without regard to age, race, color, creed, gender, gender expression, national origin, physical ability, or sexual orientation.
Article 5. MEMBERSHIP 5.1 Categories of Affiliation
- (i) A Member is a person who completes the membership application process.
- (ii) Waivers or exceptions apply to Members who are designated for special membership status (see Additional Membership Categories below).
- (iii) Member privileges and restrictions: all Members are eligible to (a) fully participate in the activities of the CCT Consortium and (b) to serve as elected officials according to membership policies and procedures.
(b) Additional membership categories: designation of special membership status may be granted to individuals who have renowned professional status or recognition as a scholar, educator, or practitioner that reflects exceptional expertise and/or accomplishment.
5.2 Qualifications for Joining
- (a) Any individual may become a Member who (1) completes a membership application and
(2) pays a membership fee.
- (b) Annual dues may be set from time to time by the Board of Directors, and may differ for different classes of membership.
- (c) It is generally expected that Members will: (1) pay annual dues where applicable, (2) attend the annual conference, (3) provide contributions to advance professional, developmental, and scholarly progress of the membership, and (4) participate in building a collegial network among Members in ways that are consistent with its purpose.
5.3 Withdrawal of Membership
- (a) By request – any member may withdraw by providing written notification.
- (b) By termination – all memberships terminate after one (1) year from the date of registration; membership is renewable upon payment of annual dues. Each Member will be provided notification of dues obligation to the last known address at least thirty (30) days prior to termination from membership.
- (c) For cause – a Member can be terminated for cause if they (1) no longer meet the qualifications of membership as specified in Article 5.2 of the bylaws, (2) engage in actions detrimental to the organization (e.g., misappropriation or theft of funds), or (3) engage in actions that threaten the organization’s tax exempt status. A Member terminated for cause is entitled to a prorated refund of any annual dues paid.
Article 6. MEETINGS
6.1 Time and Place of Regular Business Meetings
The CCT Consortium shall meet at least once annually at a designated time and place to conduct the regular business of the organization. Members are eligible to attend any meeting of the Consortium and the Board of Directors, except Executive Sessions unlessinvited.
6.2 Notice of Meetings
Membership will be given at least 30 days notice of the time and place designated for the
annual business meeting and at least 14 days notice for any other meeting.
At any regular meeting a majority of the membership present is required to carry any vote.
6.4 Right to Vote
Any Member is entitled to vote and any Member in good standing has one vote. In order to vote any Member must (1) be present at the meeting, or (2) utilize methods approved by the Board of Directors including voting by electronic means (e.g., e-mail, onlineballot).
6.5 Prohibited Forms of Voting
No form of proxy voting is allowed.
6.6 Rules of Procedure
The parliamentary authority is the current edition of Robert’s Rules of Order, newly revised. Article 7. GOVERNANCE
7.1 Number, Term, and Qualifications of the Board of Directors
- (a) BoardofDirectors–ThegovernanceandmanagementoftheConsortiumshallbeconfided in a group known as the Board of Directors consisting of no fewer than seven persons to include officers as described section 7.1(b), two (2) at-large representatives, and five (5) regional representatives, one each to represent Central & South America, North America, Asia-Pacific, Europe, and Africa. Any member in good standing is qualified to serve as a Director.
- (b) Power and Duties of Officers
- (i) President. The President of the Consortium performs all of the duties common to such an officer, acts as chairman of the Board of Directors and presides at all meetings of the Consortium and of the Board of Directors. The immediate past President will serve on the Board of Directors in an ex-officio capacity.
- (ii) Vice-President (President-elect). The Vice-President (President-elect) of the Consortium performs all of the duties of the President in his or her absence, and in the event a vacancy occurs in the position of President, automatically assumes such position.
- (iii) Treasurer. The Treasurer of the Consortium, appointed by the Board of Directors as a non-voting advisor, approves all expenditures in excess of an amount set from time to time by the Board of Directors; presents periodic financial reports to the Board of Directors; presents an annual report to the membership; presents financial planning and proposed revenue producing sources to the Board of Directors; and assists the Certified Public Accountant selected by the Board of Directors in the periodic audit of the Consortium. The term of this appointment is limited to six (6) years.
(iv)Executive Secretary. The Executive Secretary of the Consortium, appointed by the Board of Directors as a non-voting advisor, gives notice to the membership of all Consortium meetings, and to the Board of Directors of all Board meetings; records any proceedings of the Consortium and of the Board of Directors; prepares, distributes, and tallies ballots in elections; conducts all correspondence and attends to all matters appertaining to the office of Secretary, and performs such other duties and functions that are from time to time designated by the Board of Directors. The term of this appointment is limited to six (6) years.
- (v) At-Large and Regional Representatives. The at-large and regional representatives are elected by vote of the membership from candidates solicited by the nominating committee are responsible for representing the general interests of the rank and file members of the CCT Consortium.
- (vi) Immediate Past-President. The Past-President of the Consortium serves as an officer for three (3) years after their presidential term has ended. They are responsible for representing the interests of the consortium, chairing the Nominating Committee, and performing other tasks as requested by the President.
(c) Election of Officers – The elected officers of the Board of Directors are the President, Vice President, Immediate Past-President, and at-large and regional representatives.
- (i) Any member of the Consortium entitled to vote may submit in writing the name or names of any member for consideration by the Nominating Committee.
- (ii) At least sixty (60) days prior to the annual meeting the Nominating Committee will select two nominees for each position to be filled and within five (5) days thereof advise the Executive Secretary of the names of the nominees.
- (iii) After receiving the Nominating Committee report, but in no event fewer than forty- five (45) days prior to the annual meeting, the Executive Secretary will prepare a ballot showing the names of the nominees and the last date upon which ballots may be received and counted. The Executive Secretary will mail said ballots to all of the members of the Consortium entitled to vote.
- (iv) The Executive Secretary will count all ballots returned within the time limits prescribed on the ballot and the persons receiving the highest number of votes will be elected to the offices for which they were nominated.
(d) Term – Each elected officer serves a three year term on the Board of Directors without restriction on the number of terms.
7.2 Authority of Board of Directors
The CCT Consortium is managed by the Board of Directors, which exercises all corporate powers as a whole; not any individual member or subset of members of the Board of Directors.
The Board of Directors is responsible for financial accountability as well as oversight of all organization policy, including membership and personnel matters, in accordance with the bylaws. The other primary responsibility of the Board of Directors is to actively assist the Consortium in securing financial resources.
7.3 Duties of the Board of Directors
Common duties include but are not limited to the following:
- (a) Solicit financial support
- (b) Approve Chairs of Committees
- (c) Establish Ad Hoc Committees, define their responsibilities, and specify their term of service.
- (d) Employ and supervise executive staff
- (e) Vote on the approval of all legal documents
- (f) Call meetings of the membership
- (g) Conduct periodic review of the bylaws
- (h) Perform such other duties as may arise under its authority
7.4 Vacancies and Removal from the Board of Directors
Vacancies on the Board of Directors will be filled by a designate of the remaining Directors as soon as possible through the end of the unexpired term after written nominations are submitted to the Nominating Committee. A Director filling a vacancy is then eligible for election to the Board of Directors.
Any Director may be immediately removed from office by a 2/3 vote of the remaining Directors at any regular business meeting or at a special meeting of the Board of Directors called for that purpose. Directors are removable by a vote as described if they no longer meet the qualifications of a Director.
A Director may resign by giving written notice to the Chair of the Board of Directors. The resignation is effective at the time it is received unless the Chair specifies an alternative date.
7.5 Meetings of the Board of Directors
- (a) Regular Meetings – The Board will meet at least once prior to the regularly
scheduled annual business meeting.
- (b) Special Meetings – The Board will meet from time to time in special meetings as necessary to conduct the business of the organization at the request of the Chair or any three members of the Board of Directors. Written notice stating the time and place of a special meeting will be sent to each Director at least seven days prior to the meeting. Unless otherwise indicated in the notice thereof, all business may be transacted at a special meeting, except when a Director will be elected or the bylaws amended.
- (c) Quorum – One more than one-half (1⁄2) of the currently serving Directors shall constitute a quorum for transaction of Board business.
- (d) Executive Session – The President or any three members of the Board can call for Executive Session, consisting of the President, Vice-President, and any other members deemed necessary. Members may attend Executive Session only at the invitation of the President or the Board members that called the meeting.
- (e) Board Action without A Meeting – A majority of the Directors may act on behalf of the Consortium without a meeting if (1) written consent prior to the action in question is signed by a quorum of the Directors, and filed with the minutes of the Board at the next meeting, and (2) the action in question requires disbursement of up to 10 percent of the Consortium’s current operating budget.
Article 8. COMMITTEES
8.1 Standing Committees
The standing committees for the Consortium are nominating, finance, and membership. Each standing committee must be chaired by a Director who can appoint members at his or her discretion. At a committee meeting, a quorum is 2/3 of the members of the committee. Each committee meeting will have an agenda and submit minutes to the Board.
- (a) The Nominating committee is responsible for taking all nominations for new Directors and officers. The Nominating Committee prepares a slate for voting and the necessary ballots. The immediate Past President serves as chair of the Nominating Committee. Two other members of the committee are selected by ballot from the membership at large
- (b) The Finance Committee consists of the Treasurer as Chairperson and 3 other
Directors to be approved by a majority of the Board. The committee assists the Treasurer and insures that the Board receives an accurate accounting of all finances. The Finance Committee is responsible for auditing as necessary all funds, disbursements, and third party reimbursements, and for submitting a periodic written report to the Board.
(c) The Membership Committee is responsible for developing and implementing procedures to recruit qualified members for the Consortium.
8.2 Ad Hoc Committees
The Chair of the Board in consultation with the Board of the Directors may form ad hoc
committees as necessary to carry out the mission and purpose of the Consortium.
Article 9. STAFF
The Board of Directors may employ and discharge an Executive Director of the Consortium. Authority to hire and discharge any additional employees is delegated in whole to theExecutive Director. The Executive Director is the chief executive officer of the Consortium and is responsible for its administration, subject to the oversight and control of the Board of Directors. The Executive Director supervises and manages the Consortium in accordance with these Bylaws and the Articles of Incorporation. The Executive Director will have the power to sign and execute allauthorized documents, contracts, agreements or other obligations in the name of the CCT Consortium and perform other duties as prescribed by the Board of Directors.
Article 10. GENERAL PROVISIONS
10.1 Fiscal Year
The fiscal year for the Consortium begins on January 1 and ends December 31. 10.2 Dissolution
Upon the dissolution of the Consortium, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principle office of the Consortium is then located, exclusively for such purposes, or to such organization as said court shall determine, which are organized and operated exclusively for such purposes.
10.3 Interpretation of the Bylaws
The Board of Directors is responsible for interpreting the bylaws.
- (a) Procedure – Any Member may propose an amendment to the Constitution in writing to the Executive Secretary. Amendment to the bylaws requires two-thirds (2/3) majority of those Consortium members voting by ballot.
- (b) Action – The Board of Directors will act upon the proposal at its first meeting following receipt of the proposal. Upon approval by two-thirds (2/3) majority of the Board of Directors, the proposal for amendment is submitted to the membership for approval. Amendment to the bylaws then requires two-thirds (2/3) majority of those Consortium members voting by ballot.
- (c) Membership Vote – If any proposed amendment is not approved by the Board of Directors it may be submitted to the membership of the Consortium at the annual meeting and, upon approval by two-thirds (2/3) vote of those present and voting, shall be submitted to the full membership by ballot. Amendment to the bylaws then requires two-thirds (2/3) majority of those Consortium members voting by ballot.
- (d) Notification – The Executive Secretary will notify the membership of any proposed and/or ratified amendments to the Constitution and By-Laws.