BYLAWS of the TELEVISION CRITICS ASSOCIATION

(Originally adopted: January 1978. Ratified: June 28, 1978. Amended June 13, 1980; June 19, 1986.)

Amended, Rewritten and Adopted: July 23, 1999

Article III & Article VIII amended and Article XIII added: July 23, 2006.

ARTICLE I – TITLE
The name of the organization is the Television Critics Association Inc., hereinafter referred to as the Association, or TCA.

ARTICLE II – PURPOSE
The purpose of the Association is to maintain and improve the professional standards of television criticism, reporting and editing; to exchange information; to expand opportunities for complete and accurate coverage; to increase the public’s understanding of television; to improve television as an important element in American life and culture; to encourage activity that adds to the value of television as a communications medium; and to conduct activities which are exclusively charitable, literary and educational within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1954 as the same may be amended from time to time — including the advancement of public knowledge of the video arts.

ARTICLE III – MEMBERSHIP
Section 1 – Membership in the TCA is extended to professional journalists in the print media who specialize in or whose primary responsibilities include the regular coverage of television.
Section 2 – Members of the TCA shall include those employed or contracted as reporters, writers or editors for legitimate print-media organizations that are supported by advertising and/or paid subscriptions and are not promotional or house organs of any television network, advocacy group, television-production company or government agency.
Section 3 – The print media shall be defined as including newspapers, magazines, trade publications, news wire services, news syndicates, and text-based Internet news organizations.
Section 4 – the Board of Directors may admit additional members.
Section 5 – Candidates for membership shall submit their requests in writing to the President — or, in his or her stead, a TCA Membership Coordinator appointed by the President — who shall be responsible for receiving and verifying the candidates for membership.
Section 6 – Membership in TCA shall be subject to termination upon a determination by the Board of Directors that (1) a member no longer is employed by or contracted as a reporter, writer or editor for legitimate print-media organizations as described in Section 2 of this Article; (2) that a member has failed to pay membership dues in accordance with Article IV, Section 2 of the Bylaws; or (3) a member has violated the provisions of the TCA code of conduct. In the event the Board makes such a good faith determination that a member no longer fulfills these membership requirements, is delinquent in payment of dues, or has violated the TCA code of conduct, the Board of Directors shall provide the member written notice sent by first class mail to the last known record address of the member, which
indicates that the membership will terminate fifteen days from the date of the notice. The written notice shall further indicate the basis for the termination of the membership. The member shall be entitled to present a written statement to the Board, not less than five days prior to the effective date of the termination setting forth reasons why the membership should not be terminated by the Board. This procedure is intended to comply with the procedures of California Corporations Code Section 7341.

ARTICLE IV – DUES
Section 1 – Dues of the TCA will be determined by a simple majority vote of the membership, in accordance with the budget requirements of the Board of Directors.
Section 2 – Non-payment of dues within sixty (60) days of the established deadline is grounds for expulsion from the Association.

ARTICLE V – ASSEMBLY
Section 1 – The Association shall hold at least one annual meeting per calendar year, at such time and place as the Board of Directors may determine. The purpose of the annual meeting is to elect a President, Vice President, Secretary, Treasurer and four (4) directors, and to conduct any other business that may arise.
Section 2 – The President shall notify all members in writing of the place and approximate time of the annual meeting of the general membership. Said notification must be issued so as to reach the membership at least fifteen (15) days prior to the meeting.
Section 3 – The presence of a simple majority of members in person or by proxy shall constitute a quorum for this and all other meetings of the general membership.
Section 4 – All business shall be conducted according to Robert’s Rules of Order.
Section 5 – Members not attending this or any other meeting of the general membership may authorize attending members to cast their votes by proxy. Such authorization must be in writing and must be signed by the person issuing the proxy.
Section 6 – the President, subject to the notification requirements governing the annual meeting, may call additional meetings of the general membership. The President shall be required to call a special meeting if so petitioned by a majority of the membership.
Section 7 – The annual meeting and all general meetings of the Association are open to the public.
Section 8 – All actions of the general membership must be approved by a Majority vote of those participating in the voting, unless otherwise specified in these bylaws. Voting on resolutions shall be by secret ballot, unless otherwise decided at said meeting.

ARTICLE VI – ELECTIONS
Section 1 – The President, Vice President, Secretary, Treasurer and four (4) directors, hereafter referred to as the officers, shall be elected by a simple majority of members casting votes at the annual meeting of the general membership.
Section 2 – Balloting will be by secret ballot, unless otherwise decided at said meeting.
Section 3 – Nominations may be made by mail in advance of the election meeting, but all nominations must be seconded from the floor of the election meeting. All nominees must be members in good standing of the Association.
Section 4 – Those elected to the offices of President, Vice President and Secretary will be allowed to succeed themselves once, serving no more than two one-year terms consecutively. At the annual meeting held after the adoption of these bylaws, there shall be an election of two (2) directors, each elected to a two-year term. Two (2) additional directors shall be elected in the subsequent year, each to a two-year term. At each annual meeting thereafter, a number of directors equal to that of those terms have expired shall be elected to a term of two (2) years.
Section 5 – Officers shall assume their duties immediately upon election.
Section 6 – The Board of Directors may appoint persons to fill vacated, unexpired offices. Such persons shall serve until the next meeting of the general membership, at which time members shall elect a person to fill that office until the normal expiration of the term.

ARTICLE VII – DUTIES OF OFFICERS
Section 1 – The President is the Chief Executive Officer of the Association, responsible for carrying out the directives and policies of the general membership, the Board of Directors and these bylaws.
(a) The President shall preside over all meetings of the general membership and over all meetings of the Board of Directors.
(b) The President shall appoint any committees he or she deems necessary to carry out the goals and directives of the Association.
(c) The President shall authorize or issue all public statements that speak for the Association.
(d) The President shall have the ultimate supervisory authority over all people employed by the Association.
Section 2 – The Vice President shall perform the duties of the President in the event of the President’s absence. Should the President vacate his or her office, the Vice President shall assume the presidency and serve its unexpired term.
Section 3 – The Secretary shall insure that all business transacted by the Association or any of its components is clearly and accurately recorded and made available for inspection by any member of the Association. The Secretary shall also maintain a membership list and make it available to any member who requests it.
Section 4 – The Treasurer shall insure that an accurate and complete record of all money received and dispersed by the Association is maintained. Any member of the Association shall make said records available for inspection. The Treasurer shall also collect and account for all dues paid by members, and for all other monies received by the Association.
The Treasurer shall notify any member who is delinquent in the payment of dues, and shall notify the President of any member whose delinquency continues for as long as sixty (60) days.
Section 5 – The Directors shall be responsible for polling the membership when necessary.

ARTICLE VIII – BOARD OF DIRECTORS
Section 1 – The President, Vice President, Secretary, Treasurer and four (4) Directors shall form the Board of Directors.
Section 2 – The Board of Directors shall be responsible for carrying out the directives of the membership and enforcing the provisions of the Bylaw and Code of Conduct. The Board of Directors shall have the authority to establish reasonable policies, rules and regulations which are consistent with the Bylaws and Code of Conduct in order to effectuate the goals and purposes of the Association.
(a) The Board of Directors shall authorize the expenditure of all funds.
(b) The Board of Directors shall decide all questions of constitutionality.
(c) The Board of Directors shall approve all applications for membership from all applicants qualified in accordance with Article III.
(d) The Board of Directors shall have the power to expel members in accordance with the provision of these bylaws, and in accordance with the TCA Standards adopted on July 18, 1998.
(e) All actions of the Board of Directors must be approved by a majority vote of the Board.

ARTICLE IX – GENERAL MEMBERSHIP
The ultimate power in the Association shall be vested in its membership, which may initiate any action or change any policy it so desires, in accordance with the provisions of these bylaws.

ARTICLE X – RESIGNATION
A member may resign membership or office by submitting a written resignation to the President, who shall notify the Board of Directors.

ARTICLE XI – REMOVAL
Section 1 – the Board of Directors for violating the provisions of these bylaws may expel Members.
Section 2 – Officers may be removed from office by a two-thirds majority of those voting at a meeting of the general membership. Officers may be removed from office for failing to perform their duties.
Section 3 – No member shall be expelled and no officer shall be removed without first receiving the opportunity to present relevant arguments and evidence to the body taking the action.

ARTICLE XII – AMENDMENTS
The bylaws of the Association may be amended at a duly constituted meeting by the general membership by a two-thirds vote of those present, providing the proposed amendment has first been submitted in writing to the total membership at least thirty (30) days prior to the meeting at which the vote is taken.

ARTICLE XIII – INDEMNIFICATION
Board Members and Association officers are not liable if they perform their duties in conformance with California Corporations Code Sections 7231 and 7231.5, and Civil Code Section 1365.7. The Association shall indemnify any present or former director, officer, employee or other agent of the Association to the fullest extent authorized under California Corporations Code Section 7237, or any successor statute, and may advance to any such person funds to pay expenses that may be incurred in defending any action or proceeding provided that the Association is receives an undertaking (bond) on behalf of such person to repay such amounts advanced for legal expenses. In the event that it is ultimately determined that such person was entitled to indemnification by the Association under this provision, the Association shall release any claim for reimbursement for amounts advance as and for legal expenses.
ADOPTED at Pasadena, California, on the 23rd day of July 1999.

TELEVISION CRITICS ASSOCIATION STANDARDS OF CONDUCT
On the occasion of our 20th anniversary, the Television Critics Association affirms these standards to maintain the esteem and access the TCA has been afforded by those we cover professionally. The TCA seeks to preserve effective working relationships with the networks, studios, talent and others involved in Press Tour presentations.
Each member’s actions during Press Tour may reflect on all who take part in this professional event. In order to protect the reputation of the TCA, avoid internal strife, and prevent conflicts of interest, we agree to:
– Conduct ourselves with courtesy during organized interview sessions and Other Press Tour Events;
– Refrain from actions during Press Tour designed for personal gain at possible group expense, among which may be: soliciting jobs from those we cover Professionally, pitching scripts, or invoking the TCA in any attempt to intimidate or threaten;
– Avoid taking unprofessional advantage of the familiarity provided by the informal nature of Press Tour. Such actions may include: aggressively soliciting personalized memorabilia during group events, and monopolizing the time of talent when colleagues also seek access.
Members whose actions regularly deviate from these standards may have their status in the organization reviewed by the TCA membership committee (the Board of directors and officers).
Actions conflicting with these standards should be referred to TCA officers for review.
PASSED and ADOPTED at Pasadena, California on the 18th day of July 1998.

TELEVISION CRITICS ASSOCIATIONS RESOLUTIONS
JULY 23, 1999

MOTION TO IMPLEMENT TCA POLICY PROHIBITING LIVE EXTERNAL TRANSMISSIONS FROM TCA PRESS CONFERENCES

WHEREAS the Television Critics Association has on this day reaffirmed — According to Article III, Section 1 of its bylaws — its role as an organization of professional journalists in the print media, and
WHEREAS the Television Critics Association has on this day affirmed — According to Article III, Section 3 of its bylaws — the definition of “print media” as including “newspapers, magazines, trade publications, news wire services, news syndicates, and text-based Internet news organizations,” and
WHEREAS it is the acknowledged goal of the TCA to focus on the printed word,
THEREFORE, BE IT RESOLVED that the Television Critics Association hereby Establishes a policy prohibiting TCA members from initiating live external broadcasts, Internet or other online cybercasts, simultaneous external telecasts, or any other live external electronic transmission of proceedings from within press conferences and panel sessions of the TCA Press Tour, and
BE IT FURTHER RESOLVED that, in the instance of breaking news or other Network telecast plans, the presence of television cameras or other broadcasting apparatus used for the purpose of live external transmissions from within TCA Press Tour press conferences and panel sessions must require the expressed written consent of the TCA President or, in his or her stead, the TCA Vice-President.
PASSED and ADOPTED at Pasadena, California, on the 23rd day of July 1999.

PHOTOGRAPHY GUIDELINES
No photos during press conferences. Photography at all other times at the discretion of the presenting network; i.e., you must get approval from the Head of Network Photography— not a network programming publicist—prior to taking any pictures.

N.B.
Most networks assign their own photographers to take photos during press conferences and post them to their Web sites. In addition, networks may still credential wire photographers for some events. Those are easily accessed for use on blogs. If you’re seeking a specific photo after a session or at a party, please contact the head of photography at that network and they’ll work with you to accommodate your request.

Posted in Welcome