ARTICLE I - OFFICES
The principal office of the St. Louis (Gateway) Film Critics Association (hereafter, the Association) shall be established and maintained by its current president in the City and/or County of St. Louis, Missouri, or may have offices in the wider metropolitan area, as the board establishes.
ARTICLE II - PURPOSES
The purposes for which this tax-exempt, not-for-profit corporation has been organized are as follows: an association of professional film reviewers who regularly publish current and timely film criticism, to support local productions and festivals, and to enhance public education, awareness and appreciation of films. The Association announces its annual year-end awards in mid-December. The Association was organized and will operate exclusively for professional and educational purposes as described under Code Section 501 (c) (3).
ARTICLE III - MEMBERSHIP
To be considered for membership in the Association, applicants must meet the guidelines set forth below and must be sponsored by a full member in good standing. Membership categories are as follows: full members, associate members, senior members, student members.
They must reside within the St Louis metropolitan region and attend screenings in the St. Louis area. The feature-length film reviews must be distributed to the movie-going public via a mass medium - print, radio, TV, or internet. The reviews must be distributed in a timely fashion, on a regular basis, and about new release movies. They must be recognized by film promotional agencies as either Working Press or VIP/Tastemaker lists.
To remain in good standing, critics must adhere to studio-imposed film embargoes and have paid annual dues. The categories are as follows:
1) Full Members, criteria established by Board to satisfy studio representative directives for award voting and receiving year-end screeners, may serve as officers, directors, or chair persons of committees, committee members and part of film festival juries. Only full members shall be allowed to vote for the Association’s year-end awards and invited to special year-end film screenings. Full members must routinely present materials verifying that their outlet and output meet the current standards of Working Press.
Current members, as of or after September 8, 2014, who no longer meet the established criteria for Working Press, become Associate Members effective immediately. Members who lose outlets are moved to Associate Members for a year grace period, and members whose outlets do not satisfy the current requirements are moved to Associate members and remain until 1) their outlet meets requirements or 2) they move on to a different qualifying outlet, and then their application for re-instatement as Full Members will be fast-tracked by the board.
2) Associate Members - those who produce reviews for a mass-medium outlet (print, radio, TV, internet) that do not meet the studio standards for full membership, are invited to film screenings on the Allied VIP/Tastemaker List.
3) Senior Members of the Association, who have a lessened workload or are retired, may remain associate members but are not eligible for any of the privileges and opportunities reserved for full members.
4) Student Members may attend meetings and participate in events but will not vote on any Association matters.
5) The Association may establish other categories of membership (student, associate, emeritus, etc.) to fulfill its purposes in the community and industry by majority vote of the Board. Appropriate criteria, including rights and dues for any such type of membership, shall also be established, including means of distinguishing regular members from any other class of member.
Full members considered active Working Press must have an accredited outlet recognized by motion picture studios and local film public relations agencies representing the film studios. They must contain critical commentary and the critic should demonstrate a breadth of film knowledge.
They must write or broadcast film reviews that are an analysis of a newly-released movie, expressing an opinion regarding its quality on artistic and technical merits. It must be original content and is not acceptable to edit press releases or merely report plot synopsis or summaries without an actual critique.
The reviews must be published or broadcast in a timely manner, within 7 days of a film's opening date.
Each member must watch and review at least 26 current full feature-length motion pictures in a 12-month period. The calendar year is Jan. 1 – Dec. 31. This includes theatrical releases and new films screened at festivals and first-run multi-platform releases (such as computer links sent by studios).
It does not include re-releases or DVDs (except first-run screening copies).
All written reviews must be professionally edited and presented. Basic rules of grammar and spelling must be evident. Factual information must be accurate and checked before printing or posting.
A standard review is at least 300 words in length. Two capsule reviews of 100-299 words each will be counted as one full review. Two audio or video reviews will also be counted as one full review. Reprinted or syndicated reviews, even with minor changes, are not considered separately.
Online outlets must have a minimum of 5,000 unique visits per month to qualify. Only a major website that is current, updated and professional in appearance and quality qualifies. Writing and editing standards apply.
Radio and television reviews must be broadcast from an FCC-licensed station (commercial or public, network, affiliate, cable) or a satellite/internet radio station with a wide audience as part of an existing show or broadcast. Podcasts that are not part of a radio-TV station do not qualify.
Print publications must have a mass-distribution circulation of 20,000, to be verified. An online presence through the publication site does not have to be verified separately but will be noted.
C. AWARDS VOTING
The annual awards nomination meeting in December is mandatory for members. A proxy vote is allowed, but the absent critic is responsible for making this arrangement in advance of the meeting. The proxy must be a full member. Only a hardship case (personal or family emergency, illness) will be allowed as an excuse. Members can face expulsion if they do not participate.
The awards vote schedule and procedure will be defined by the board and membership given ample time and notice. A list of eligible films will also be made available.
D. MEMBERSHIP APPLICATION, CONTINUATION AND REMOVAL
1) Applicants must submit a letter with proof of qualifying activity and samples to a current full member of the Association. That will be referred to the membership committee, for recommendation to the Board. Qualified candidates may be approved by a simple majority of the Full members voting in person or by proxy. Such votes may be conducted at Association meetings or by electronic communication to all full members.
2) All categories of membership are open to reviewers for outlets beyond the St. Louis Metropolitan area who regularly base their coverage on screenings they attend in St. Louis area theaters.
3) Members in all categories shall be obligated to notify the Board of any change in their outlets that could disqualify them from their present category of membership. When any member notifies the Board of a change in outlets or scope of audience that may qualify him/her for a higher membership category, verification shall be accorded top priority by the Board and membership Committee.
4) All members are subject to an audit annually by the Board and membership committee to assure ongoing activity sufficient for the member’s category.
5. All members subject to audit shall be advised by the Board of the date and manner for submitting their evidence of reviewing. If the preliminary finding is that they no longer meet criteria, they shall be advised of the particulars, and provided 30 days to either accept the finding or submit additional evidence of current eligibility. In such cases, a majority vote of the Board will be final.
6) After January 1, 2015, in order to run for any of the Association’s offices and Board positions, any candidate must have been a full member for three consecutive years.
E. REMOVAL FOR CAUSE
Critics who violate standards of professional behavior (Examples of potential infractions include: illegal interaction with studios, plagiarism, falsifying credentials, misrepresent their outlet and output, stealing goods or services from studio representatives, theatres or other SLFC members, or demanding special treatment) may be fined, suspended or expelled for cause by a majority vote of the Board, pursuant to the following procedure.
1) The Board, or a designated committee, shall notify the member in writing of the charges or basis for action.
2) The member shall have 30 days to submit documents or other written rebuttal. Upon request and for good cause, the Board may grant a reasonable extension of time to gather and submit such evidence.
3) The member may request to appear in person, with or without witnesses, before the Board to rebut the allegations.
4) If no appearance is requested, or the member does not appear, the Board shall vote, based on the existing evidence.
5) If the member appears, the Board shall conduct an informal hearing, and may vote at that time, take the matter under advisement, or extend the proceedings for further evidence, as it deems warranted.
6) The Board shall promptly notify the member in writing of its decision. Any fine, suspension or expulsion shall be effective immediately upon receipt by the member.
7) “Cause,” as used herein, includes failure to abide by these Bylaws or other rules and standards of the Association, or the commission of any act(s) deemed sufficiently prejudicial to the purposes and standing of the Association to warrant disciplinary or remedial action.
F. MEMBERSHIP MEETINGS
The annual membership meeting of the Association shall be held in the spring of each year, at a date determined by the Board. The secretary shall contact every member in good standing at his email address as it appears on the membership roll book of the Association a notice stating that date, time and place of the annual meeting.
1) Regular meetings shall be held at any location designated by the officers, including the private residence of any member, with sufficient notice to other members, directors and officers.
2)The presence of any membership meeting of not less than 20% of the members, in person or by proxy, shall constitute a quorum and shall be necessary to conduct the business of the Association; however, a lesser number may adjourn the meeting for a period of not more than four (4) weeks from the date scheduled by the by-laws and the secretary shall cause a notice to of the re-scheduled date of the meeting to be sent to those members who were not present at the meeting originally called. A quorum as hereinbefore set forth shall be required at any adjourned meeting.
3) Membership rolls clearly distinguishing each category of membership as of the record date, certified by the recorder of the Association, shall be produced at any meeting of members upon the request of any member who has given written notice to the Association. Such request will be made at least ten (10) days prior to such meeting. All persons appearing on such membership roll shall be entitled to vote at the meeting.
The Association’s website shall also clearly distinguish among each of its categories and their respective members.
4) SPECIAL MEETINGS: Special meetings of the Association may be called by the directors. The secretary shall send a notice to all members at their email addresses as they appear in the membership roll book at least ten (10) days before the scheduled date of such meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom called.
No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting. At the discretion of the presiding officer, Robert’s Rules of Order may be suspended to efficiently transact the particular business for which the meeting was called.
5) ACTIONS BY MEMBERS WITHOUT A MEETING: Whenever members are required or permitted to take any action by vote, such election may be taken without a meeting by written or electronic consent.
6) PROXIES: Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize any person or persons to act for the member by proxy. Every proxy must be signed by the member.
7) ORDER OF BUSINESS: The order of all meetings of members shall be as follows:
1. Roll Call;
2. Reading of the minutes of the preceding meeting;
3. Reports of committees;
4. Reports of officers;
5. Old and unfinished business;
6. New business;
7. Good and welfare;
8) MEMBERSHIP DUES: Dues for each category of membership the Association may established, shall be determined by the directors, and subject to the majority approval of the membership.
A member must pay their dues to be considered in good standing.
ARTICLE IV - DIRECTORS, OFFICERS, MANAGEMENT OF THE ASSOCIATION
Officers will be elected to the Board by the general membership; each member of the Board of Directors will also be a named officer. Officers will be: Director, Assistant director, Recorder (secretary), Treasurer, Membership Liaison, Awards Coordinator and Web Coordinator, and such other officers as it may be determined.
All Directors/officers shall be elected to two-year terms, or appointed to fill vacancies until the expiration of the predecessor’s term. Each Director/officer shall hold office for the term for which elected or appointed, and/or until a successor has been elected or appointed and qualified. Each director/officer is limited to no more than three consecutive terms on the Board in any office.
The membership shall elect Directors at its annual meetings, whenever seats are open, or terms are expiring. Directors shall serve two-year terms, except for the 2014 election. In order to maintain the continuity of staggered terms, in 2014, candidates voted into the four positions up for election this year shall serve three years.
In each annual election thereafter, all terms will be two years. Each annual election should include at least one-third of the Board positions. Each Director shall hold office until the expiration of the term for which elected, or until a successor has been elected and shall have qualified, or until prior resignation or removal. No member shall serve on the Board more than six consecutive years, unless that term limit is waived by a majority vote of the membership due to special circumstances.
These rules shall be met except for reasons the sufficiency of which shall be decided by the voting body of the Association.
1) BOD / Director: Creates and distributes in January an annual calendar of events for the upcoming year, including scheduled meetings, billing date, dues payment deadline, award deadlines, festival dates, etc.; chairs general membership and board meetings; arranges place for meetings; composes and distributes any notifications to the general membership, or directs ; composes and distributes any press releases; maintains file of legal documents to pass along to successor.
2) BOD / Vice-Director: Responsible for organizing judging panels for various festivals throughout the year—Showcase, SLIFF, whatever; places advertising in any related programs, etc.; possible liaison with Cinema St. Louis; sees that local film events are listed on association website by submitting information to web masters.
3) BOD / Recorder (Secretary): Takes minutes at general membership meetings and board meetings; distributes minutes within 20 days of meetings, and sees that they are posted on website (in members only forum); maintains permanent record of current and past minutes to pass along to successor.
4) BOD / Treasurer: Bills members for dues, collects payments, banks payments and balances monthly statements; follows up on unpaid member dues; pays bills; creates and distributes treasurer’s report to membership quarterly and sees that they are posted on website (in members only forum); develops annual budget with input from members / officers; maintains permanent record of bank account(s), paid bills, treasurer’s reports, etc. to pass along to successor.
The Director/Treasurer will prepare an annual budget for the Association by the first day of February of each year. Before presenting it, the Treasurer will solicit members for budget request items. The budget will then be presented to the Board of Directors for approval. Following approval, a copy will be distributed to the membership by March 1.
5) BOD / Membership Liaison: Heads membership committee (with a minimum of two other members), processes new applications for membership according to existing procedural manual; maintains roster of paid members and provides to studios upon request (this includes updating information on list once a year); spearheads annual vetting of the membership; maintains permanent record of applications, vetting process and related documents to pass along to successor; communicates any change in membership information to webmasters.
6) BOD / Awards Coordinator: Coordinates annual awards process, including deadlines, categories, nominating procedure, voting procedure, related press releases; publishes to the membership a calendar of these dates and related details, and sees that they are posted on website (in members only forum); maintains permanent record of nominations, winners, press releases, etc. to pass along to successor.
7) BOD / Web Coordinator: Works with webmasters in the event that they need direction about changes, new aspects of the site, etc; monitors the site to ensure that it is accurate and up-to-date; makes sure that treasurer is aware of any upcoming financial needs to maintain web presence.
8) REMOVAL OF DIRECTORS: A director may be removed for cause by the same procedures contained in these Bylaws for suspension or expulsion removal of members.
ARTICLE V - DISSOLUTION
In the event of dissolution or liquidation of the Association, a percentage of membership dues will be returned to the current membership, assets evenly divided after any outstanding bills are paid.
ARTICLE VIII - AMENDMENTS
The by-laws may be adopted, amended or repealed by the members at the time they are entitled to vote in the election of directors. By-laws may also be adopted, amended or repealed by the board of directors but any by-law adopted, amended or repealed by the board of directors may be amended by the members entitled to vote thereon as hereinbefore provided.
If any by-law regulating an impending election of directors is adopted, amended or repealed by the board of directors, there shall be set forth in the notice of the next meeting of members the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.
Effective this 9th of September, 2014
Joe Williams - Director