Tennessee Women in Film & Media

BYLAWS

ARTICLE I
PURPOSE AND ACTIVITIES

Section 1- Statement of Purpose and Mission:
Tennessee Women in Film and Media, Inc. (TWiFM), a Tennessee non-profit corporation is organized, operated and dedicated exclusively for educational purposes under section 501(c)(3) of the Internal Revenue Code of 1986, last reviewed January 8, 2015 and all its further amendments and any corresponding or further

related section of the Federal Internal Revenue Code, to advance the professional development and opportunities for Tennessee Women in Film, Entertainment and all Screen-Based digital media and promote equity in the aforementioned industry for women as film/media makers and film/media workers. Section 1A – Ex*****on of Mission:
The mission of TWiFM is executed in the following manner:
Educational programs, workshops, opportunities to participate in our Mentorship Programs throughout the State of Tennessee. Creating Networking opportunities in each of the biggest production locales in Tennessee such as Chattanooga, Knoxville, Memphis and Nashville. Promote, recognize and champion the projects of the TWIFM members through screenings and public events and numerous practical services related to and in support of this mission. Encourage and promote the entire State of Tennessee as an excellent production locale. Section 2 – Restrictions on Purpose and Activities:
Notwithstanding any other provisions of these bylaws to the contrary, the following restrictions shall apply for the purposes, operations and activities of Tennessee Women in Film and Media. (A) The purposes of the corporation shall in all events be they religious, charitable, scientific, literary or educational within the meaning of Section 501 (c)(3) of the Internal Revenue Code and shall always be consistent with the requirements of said code and either Section 509 (a)(2) or Section 509 (a)(3) of the Internal Revenue Code and all applicable Treasury Regulations issued thereunder. (B) No part of net earnings of the corporation shall inure to the benefit of or be distributable to: its directors, officers, employees if applicable, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered, to make reimbursement of reasonable expenses incurred and to make payments and distributions in furtherance of the purposes set forth herein. (C) At no time and in no event shall a part of TWiFM activities be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, nor intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate or public office except as authorized under the Internal Revenue Code as it relates to non profit corporations. (D) Notwithstanding any other provision of these bylaws, the corporation shall not carry on any other activities not permitted by (i) a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code or the corresponding section of any future federal tax code. Section 3: Corporate Dissolution:
Upon the dissolution of the corporation, after paying or making provision for the payment of all liabilities and obligations of the corporation, the assets of the corporation shall be distributed pursuant to a plan of distributions adopted by TWiFM’s Board of Directors, to such organization(s) organized and operated exclusively for religious, charitable, educational or scientific purposes as shall at the time qualify as an organization(s) exempt from federal income taxation under 501(c)(3) of the Internal Revenue Code or to the federal government or to the federal government or a state or local government for a public purpose, as determined by the TWiFM Board of Directors. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the County in which the principal office of the corporation is then located exclusively for such purposes or to such organization(s) operated exclusively for such purposes, provided that such organization(s) are exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code. ARTICLE II
MEETING

Section I- Place of Meeting:
Regular meetings of the Board of Directors shall be held at 4518 Pratt Lane in Franklin, Williamson County, TN. The TWiFM Board of Directors will hold regular board meetings nine (9) times per annum as shall be set forth in the notice of said meeting. Regular Board meetings shall not be held in July, August or December. From time to time other locations may be used as for the purpose of convening a Regular Board Meeting as the Board of Directors may determine necessary or as the affairs of the Organization may find a need, with no less than (5) five days notice to said board. Section 2: Procedure:
The Rules of Order governing procedure shall be the common parliamentary law as laid down in Robert’s Rules of Order. The rules shall be subject to, and governed by, the Tennessee Non Profit Corporation Act and the Article of Incorporation of Tennessee Women in Film and Media, Inc. also known as (TWiFM). In the event of a direct conflict between the herein contained provisions of these Bylaws and the mandatory provisions of the State of Tennessee Non-Profit Corporation Act, the latter shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of these bylaws shall be the prevailing law following Roberts’s Rules of Order. Section 3: Annual Meeting:
A public meeting of the membership shall be held annually for the election of Tennessee Women in Film and Media’s Board of Directors and transaction of other general business on the 3rd
Wednesday in May in each and every year at 6:30pm, local time, if not on a legally recognized holiday. If the third Tuesday in May falls on a legally recognized holiday the Organization’s Annual Meeting shall be held on the next business day following the third Wednesday in May at 6:30PM. Newly elected TWiFM Board of Directors shall assume office on the last day of July following the general membership meeting in May. Section 4: Notice of Annual Meeting:
Notice of the Annual Meting shall be provided not less than seven (7) days, but not more than thirty (30) days notice. Notice shall be given to all members of TWiFM who is found to be current on all membership dues and shall be delivered in person or by US Mail, by email or FAX and any of these aforementioned methods of delivery shall be considered acceptable notice. Section 5: Notice of Special Meeting:
In the event that a special meeting is called, notice to the general membership and the TWiFM Board of Directors will be given following the same guidelines as stated in Article II: Section 4. Section 6: Action by Written Consent:
Any action required or permitted to be taken by the TWiFM Board of Directors may be taken without a meeting, provided that no director gives written notice of objection. In such a case, the
affirmative vote of the number of directors necessary for a quorum vote will be considered the action of the TWiFM Board of Directors. The action take shall be set forth in writing and shall be
signed by each member of the Board of Directors, indicating each director’s vote or abstention on the action within 48 hours and become part of the permanent transaction of business file
maintained by the Secretary of the TWiFM Board of Directors. Section 7: Meeting by Telephone or Video Conference:
All members of the TWiFM Board of Directors may participate in and act at any meeting of the Board of Directors by means of conference telephone, video chat, or other similar communication equipment or via mobile phone with video/speaker software capability so long as all persons participating in the meeting can simultaneously hear each other. Participation in such a meeting shall constitute attendance and presence at the meeting of the person or persons so participating. ARTICLE III
MEMBERSHIP

Section 1: Qualifications of Members:
To be eligible for membership persons of any gender and at least 16 years of age and interested in or engaged in the fields of Film, Television, Entertainment and/or any Screen Based Media or Web content is eligible. Additionally female membership levels must be at least 51% of the membership whole per these bylaws. Section 1A: Categories of Members:
Members shall be classified as a Professional Member, an Associate Member, a Student Member, or a Cross Chapter member. Professional Membership is available to those who have been actively working in the Film, Television, Entertainment or any Screen Based Media or Web Content industry in the last 24 months
Associate Membership is available to those who are interested and have an affinity for the Film, Television, Entertainment or any Screen Based Media or Web Content industry but are not actively working in the industry. Section 2: Student Membership:
A student at an accredited school with classes in the above mentioned industry and is interested in learning more are invited to become student members of TWiFM and participate in TWiFM sponsored events. Proof of Student ID may be required to receive benefits of membership, including student discount, if applicable. The cost of a student membership will be determined by the Board of Directors and is subject to review on an annual basis. A student member is not eligible to vote on TWiFM legislation. Section 3:Cross Chapter membership and transferring members:
Cross Chapter Membership is available as a professional courtesy to other chapter’s members upon their relocation or visit to the Nashville