IFC Bylaws

(updated and revised December 5, 2005)

Article I: Office, Records

A. The corporation, known as the Independent Filmmakers Coalition (IFC) shall have and continuously maintain a registered office and registered agent in the state of Missouri. The registered office and registered agent may be changed bythe Board of Directors of the corporation in any manner permitted by law.

B. The corporation shall keep correct and complete books and records of accounts, shall keep minutes of the proceedings of its Board of Directors and of committees having any authority of the Board of Directors, and shall keep at its registered office a record giving the names and addresses of the Board of Directors and

members.

Article II: Purpose, Mission Statement:

The Independent Filmmakers Coalition (IFC) of Kansas City is a non-profit organization that promotes regional independent film, video and media production. The IFC provides a setting for education, artistic expression, networking, and the cooperative sharing of resources to anyone with an interest in filmmaking. The corporation is organized exclusively for the educational, scientific, religious, charitable, literary or cultural purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

Article III: Decision-Making Body

A. The decision-making body shall consist of the Board of Directors. Any issue raised at a scheduled meeting may be decided by an affirmative vote of more than half of the current Board of Directors. The Board of Directors may bring selected issues to be voted on by a majority of the corporation's members.

B. The decision-making body shall meet regularly at a time and place to be determined by the body. Additional meetings may be scheduled by the President or the Vice- President of the corporation as is necessary.

Article IV: Committees

Committees may be established at the discretion of the Board of Directors and will function as needed.

Article V: Officers

A. The corporation shall have the following officers:
1. PRESIDENT - He or she shall coordinate the Board of Directors activities and shall have the general duties, powers and responsibilities of a president of a corporation. He or she shall have the duties and the authority as may be prescribed elsewhere in these by-laws or by the Board of Directors.

2. VICE-PRESIDENT - He of she shall assist the President and other Board Members in the delineation of their duties and coordinate the Board of Directors activities. He or she shall attend all the scheduled meetings of the Independent Filmmaker's Coalition and shall record or cause to be recorded all votes taken and the minutes of all proceedings. He or she shall be the administrative and clerical officer of the corporation, and shall have other such duties and authority as may be prescribed elsewhere in these by-laws or by the Board of Directors.

3. TREASURER - He of she shall have the general duties, power and responsibilities of a treasurer of a corporation. He or she shall have the responsibility for the safekeeping of the funds and securities of the corporation, and shall keep or cause to be kept, full and accurate account of receipts and disbursements of the funds of the corporation. He or she will maintain the books of accountable and accounting records of the corporation, and shall deposit or cause to be deposited, all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He or she shall disburse or permit to be disbursed, the funds of the corporation, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, whenever they may require it, an account of all transactions under his or her jurisdiction, and of the financial condition of the corporation. He or she shall render an annual report of the financial condition of the corporation to the Board of Directors. He or she shall also maintain and keep records of the membership and incorporate them into a Production Guide to be made available to all members upon request. He or she will generate needed mailing lists. He or she shall perform such other duties and have such other responsibilities and authority as may be prescribed elsewhere in these by-laws or by the Board of Directors. The position of Treasurer will be decided upon by the Board of Directors. The person must be an elected member of the Board, as described in Article VI.

B. Officers shall be members of the Board of Directors of the corporation and shall be
elected and serve terms as described under Article VI.

C. The corporation shall have absolute discretion in the purchase, sale, transfer, leasing, use and management of all funds, assets and property of the corporation.

D. The corporation shall have the power to pay reasonable compensation for services and reimbursement of all reasonable expenses of all officers, attorneys, agents, consultants, assistants and employees.
Article VI: Board of Directors

A. The Board of Directors of the corporation shall consist of: President, Vice-President, Treasurer and other elected Board Members.

B. Members of the Board of Directors shall be elected by a majority vote of the entire membership.

C. Members of the Board of Directors shall be nominated by the members of the corporation at the first and second meetings in August of each year. Officers and Board Members may be renominated. Nominations for Board Members may be submitted verbally or written and must be seconded at an open weekly meeting. Each nominee must be a member in good standing to be considered for an elected office. Anyone nominating or seconding the nomination of a member to the Board of Directors must be a member in good standing. On the third meeting in August of each year a slate of those persons nominated shall be presented by the Vice-President to the entire body of the corporation. Elections will take place on or before the fourth week of August of each year.

D. The total number of elected Members of the Board of Directors may be no less than nine (9). The board may appoint as many as three additional Board Members. They shall be appointed by a two thirds vote of the entire board. The terms of these additional Board Members will expire at the next election.
E. The term for each of the elected members of the Board of Directors shall be for one year with the exception of the position of Treasurer whose term shall be for two (2) years.

F. Vacancies caused by death, resignation, incapacity or disqualification of any member of the Board of Directors shall be filled by the Board of Directors at any regular board meeting, or any special meeting called for that purpose. Any such person or persons so elected to fill any such vacancy shall serve at the pleasure of the Board of Directors.

G. Board Members - other than the President, Vice-President and Treasurer - willdivide up the following responsibilities:

1. PUBLICITY - He or she shall send media releases to targeted newspapers, radio stations, television stations and other mediums for events, speakers, seminars, screenings, workshops and contests. He or she will also serve as the corporation's media contact.

2. SPECIAL EVENTS - He or she is responsible for planning screenings, festivals, seminars, fundraising events and activities. He or she shall keep track of and publicize all independent projects being undertaken by the corporation's members as part of the corporation.

3. ARCHIVIST - He or she is to maintain and collect resource information. He or she will report recent news and activities and maintain information in resource file at the corporation's office (or make accessible to members). He or she shall be the custodian of all papers and records of the corporation and, at such reasonable times as may be requested, shall permit inspection by any director of the corporation. He or she shall also gather and report local, regional and national information related to film, video, slides, interactive computer programming and multimedia presentation.

Article VII: Meetings of the Board of Directors

A. The Board of Directors will be responsible for scheduling regular meetings. The Board of Directors must meet at least one time each year for an annual meeting; time and place to be determined by the Board of Directors.

B. The Board of Directors shall have the power to call a special meeting of its members for the purpose of removing any of its members, including officers. Members may be removed by a two-thirds majority affirmative vote of the Board. Every member of the board must vote, either in person or in writing.

C. Written of printed notice stating the date, place, hour and purpose of any special meetings called of the Board of Directors shall be delivered not less than five (5) days nor more than forty (40) days before the date of the meeting to each Board Member, either personally or by mail; by or at the direction of the President, the Vice-President or the officers or persons calling the meeting. If mailed, such notice shall be deemed delivered when deposited in the United States Mail addressed to the member of the Board of Directors at his address, as it appears upon the records of the corporation, with postage thereon prepaid. Attendance of a Director at any such meeting shall constitute a waiver of notice of stated meeting except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Article VIII: General Membership

A. The corporation's membership shall be comprised of those individuals interested in developing local independent film, video and multimedia arts.

B. Members of the corporation shall pay annual dues of $25.00. This amount canbe raised by a two-thirds majority vote of the Board of Directors of the corporation. The new rate would be effective at the beginning of the following year and all members must be notified within thirty (30) days of the vote.

C. Membership includes certain benefits as described in Addendum IV as well as voting privileges at the elections as described in Article VI.
Article IX: General Meetings

A. Meetings of the entire membership of the corporation shall be once a week. The frequency of meetings can be determined and voted upon by the members as is deemed necessary. Meetings will be open to all members as well as to the general public. Members are not required to attend meetings.

B. Meetings will be held in a location accessible to all members. The meeting location can be determined and voted upon by the board as is deemed necessary.
Article X: Rules of Order
In case of doubt, any meeting shall be run according to Robert's Rules of Order.
Article XI: Indemnification of Officers

A. Any person(s) at any time serving as a Director, Officer or member of any committee of this corporation and his legal representative(s), shall be indemnified and held harmless by this corporation from and against any and all liabilities, expenses, counsel fees and costs reasonably incurred by such person or his estate in connection with or arising out of any action, suit, proceeding of claim in which he is made a party by reason of his being, or having been such a Director, Officer, or committee member; providing that this corporation shall not indemnify such person of his legal representative(s) with respect to any matter(s) if he shall be finally adjudged in any such action, suit, or proceeding to have been liable for gross negligence or willful misconduct in the performance of his duties as such Director, Officer, or committee member.

B. The corporation shall also indemnify and hold harmless any such Director, Officer or committee member and his legal representative(s) from and against any amount paid or payable in compromise or settlement of any such action, suit, proceeding or claim asserted against any such person (and all expenses, counsel fees and costs reasonably incurred in connection therewith), provided that the Board of directors of this corporation shall have first proved that such director, Officer or committee member was not guilty of gross negligence or willful misconduct, further provided that no director involved shall be qualified to vote on such an approval, and if for this reason a quorum of the Board of Directors cannot be obtained to vote thereon, such approval and determination shall be made by independent legal counsel in a written opinion.

C. In determining whether or not any person is guilty of gross negligence or willful misconduct, as required by Paragraph B above, the Board of Directors may rely conclusively upon the opinion of legal counsel selected by such Board of Directors.

D. The rights in this Article herein above provided for shall not be exclusive of but shall be in addition to any other rights to which any such Director, Officer or committee member and his legal representative(s) thereof may be lawfully entitled.

E. Notwithstanding anything contained in any of the foregoing paragraphs of this Article XI, the corporation shall not pay any expenses (including attorney's fees) sums, cost, taxes. Interest, penalties, expenses of correction or premiums on policies of insurance providing for liabilities of Directors, Officers or committee members acting in their capacity as such, which constitute an act of self-dealing (as defined in Section 4941(d) of the Internal Revenue Code of 1954 and any regulations issued thereunder as they now exist or may be amended) or which are not either deductible from the corporations gross income or a qualifying distribution for the purposes of computing the tax on failure to distribute income under section 4942 of the Internal Revenue Code of 1954 and any regulations issued thereunder as they now exist or as they may hereafter be amended or which would make it impossible for individuals or corporations making contributions or gifts to it from claiming any part there of as a deduction for such purposes in determining their liability for Federal income, estate or gift taxes.

Article XII: Custodians and Depositories

The Board of Directors of the corporation may appoint one or more banks or trust companies to act for reasonable compensation as custodian of all securities owned by the corporation and to exercise, in respect thereof, such powers as may be conferred by resolution of the Board of Directors. The Directors may remove such custodian at any time.

Addendum I: Funding

A. The corporation will be funded through yearly membership dues of $25.00 per member.

B. 501(c)(3) status will allow the corporation the opportunity for larger fund raising activities as well as the ability to accept tax-free and/or in-kind donations and to apply for local, state, federal and foundation grants.

C. The tax returns of the corporation will be prepared by a Certified PublicAccountant (CPA).

Addendum II: Start-Up Finances

Because the Independent Filmmakers Coalition has been functioning as an organization since 1992 and recognized as a corporation by the State of Missouri since 8 November, 1994, no initial start-up funds are required. With a paid membership of more than 100, a financial base and basic methods of fund raising have been established.

Addendum III: Budget

A. An initial budget shall be prepared annually in early December by the corporation's Treasurer. Accountability throughout the year shall be documented. Expenses shall be checked quarterly against the yearly budget to ensure spending is kept within the organization's means. This report shall be reviewed by the corporation's President, Vice-President and the Board of Directors.

B. Record keeping shall be modified as needed, especially to keep expenses within the projected budget for each year.

C. The Treasurer shall prepare financial projections for the following three years in early December of each year and present it to the corporation's President, Vice-President and the Board of Directors for review. With 501(c)(3) status the corporation anticipates an increase in income by such means as cited in

Addendum I: paragraph B.

Addendum IV: Equipment and Space

A. The corporation is able to function effectively without specific equipment. However, it shall work toward the goal of purchasing one major piece of equipment each year with extra funds acquired by fund raising, screenings and seminars. In addition, the 501(c)(3) designation will allow other companies and organizations to donate used equipment valuable to the corporation. Equipment goals include, but are not limited to: Video and Film Cameras, Film, Videotape, Lights, Lighting Accessories and Editing Equipment.

B. Video and film equipment available for the corporation's members will provide them with an opportunity to learn outside of the work environment, which may lead to full-time, part-time and freelance positions in the filmmaking community, keeping in accordance with Article II: paragraph B.

C. The corporation is to seek out space to safely keep and secure any and all equipment referred to in paragraph A. above, as needed. As the corporation grows and accumulates more equipment consideration may have to be given to the possibility of paying rent in an office or storage facility. This is to be done solely at the discretion of the Board of Directors. With further growth a part-time employee may be required to check equipment in and out, to monitor members use of such equipment, and to collect any fees that the Board of Directors sees fit to attach to the use of said equipment. This too, is to be done solely at the discretion of the Board of Directors.

Addendum V: Membership Benefits

A. Members have the right to be listed on the "IFCKC World Wide Web Page", in whole or part, at their own discretion.

B. Members shall be allowed access to the corporations office and/or storage facility to borrow, rent, lease or otherwise use the corporation owned resources and equipment. This access will be permitted, and the amount fees to be charged to the member for such use will be designated, at the specific discretion of the Board of Directors or its' appointed representative or agent.

C. The board will make all diligent effort to inform the members about the corporation through the web site or through email.

D. Members may receive discounts at companies or businesses as designated by the Board of Directors.

E. Members shall receive a free T-shirt with the corporation's logo and/or name displayed upon it with the full payment of their first year's membership dues.

Addendum VI: Code of Conduct

All IFC members must abide by a common code of conduct. This includes behaving in generally acceptable manner at all film-related functions, whether they are an IFC-sponsored event, or any other film event; including screenings, auditions, festivals, regular meetings, shoots, etc. The IFC does not endorse or insure the actions of any filmmaker who is either a current or former member, and is not responsible for his or her actions.

If an IFC member is accused of misbehavior, upon notification the IFC Board will meet with the parties involved within 10 days. Until such a meeting can take place, one or all parties involved in the dispute may be requested to refrain from attending all IFC related functions.

Upon meeting the board will examine the information available, and at its discretion, may revoke, by a two-thirds majority vote, said member’s access to all IFC-sponsored events, and all privileges that are included with IFC membership.
If the accused member feels that he or she has been unjustly expelled, the member may attend the next board meeting or request a second special session, and explain the situation. After that the board may vote, again by a two-thirds majority, to reinstate the accused member back to good standing within the IFC.
The IFC board has complete discretionary power deciding when and if an issue needs to be addressed. There are no set rules for expulsion. The board will examine and consider each issue on a case-by-case basis. The basic rule to consider is “Act professionally at all times."