MOTION PICTURE SOUNDEDITORSCONSTITUTION AND BY-LAWS
NAME, SEAL, AND OFFICE
The name of the organization shall be “MOTION PICTURE SOUNDEDITORS”
The organization shall have a seal, which shall be in the following form:
The organization may at its discretion by a two-thirds (2/3) majority vote of the entire membership body change its name.
The organization may at its discretion by a two-thirds (2/3) majority vote of the entire membership body change its seal.
The Board of Directors shall select a suitable place for the principal office of the Motion Picture Sound Editors within the County of Los Angeles, in the State of California.
OBJECTIVES, PURPOSES AND LIMITATIONS
Section1. OBJECTIVES AND PURPOSES
The prime objectives of Motion Picture Sound Editors shall be to achieve by organization and mutual endeavor:
A. Motion Picture Sound Editors is not organized for the purpose of bargainingfor laborbenefits.
Membership shall not be based on race, color, age, gender, sexual orientation,or nationality.
Motion Picture Sound Editors shall have the following types ofmembers:
Eligibility for membership shall be based upon the followingrequirements:
A sound editor or sound designer or music editor or Foley artistwhoseachievements are deemed sufficient as determined solely by the guidelinessetforth in Article III Section 4 of thisdocument.
A sound editor or sound designer or music editor or Foley artistswhoseachievements are deemed insufficient as determined solely by the guidelinessetforth in Article III Section 4; or a person whose profession or professionalactivityis affiliated or associated with sound as determined solely by the guidelinessetforth in Article III Section 4 of thisdocument.
An Active member who ceases to be actively employed in the field ofcinematicsound, Foley, and/or music editing for reasons of retirement, transfer tootherfields, or illness, may by a majority vote of the Board of Directors begrantedretired membership status. Should a retired member become actively employedinthe field of cinematic sound, Foley, and/or music editing, such fact tobedetermined by the Board of Directors, such member shall be returned toActivemembership status enjoying all the benefits and responsibilities of Activestatus.
A person deemed worthy of such a membership by a two-thirds (2/3)majorityvote of the entire Board of Directors; past presidents of MPSE shallbeautomatically granted Lifetime Member status upon conclusion of their terminoffice.
Eligibility for new types of members shall be determined by the Boardof Directors in accordance with the type of membership created. Sucheligibilityshall be made known to the membership via our corporate papers or websiteor any other method determined appropriate by a majority vote of Boardof Directors. Any new eligibility maybe added to this Constitution andBy-Laws, though notrequired.
The following requirements must be met, and steps and procedures shall be takenfor admission to membership in Motion Picture SoundEditors:
The minimum requirement for Active Membership is proof of three(3) consecutive years of experience as a sound editor or sound designer or musiceditorcutting Dialogue, ADR, Sound Effects, Foley, or Music or as a FoleyArtist.
Additionally, an applicant must have made, in the judgment of the Boardof Directors, an outstanding contribution to his or her field of endeavor.Theapplication must be completed in full, along with any supporting materials,andmust be sponsored by two (2) active members. The Board of Directorsmaydetermine any additionalrequirements.
The applicant must be in a field or profession that is affiliated or associatedwithcinematic sound as determined by the Board of Directors. The application mustbecompleted in full, along with any supporting materials, and must be sponsoredby two (2) active members. The Board of Directors may determine anyadditionalrequirements.
The minimum requirement for Student Membership is proof of activeenrollmentin a recognized educational program with a primary interest in the art ofcinematicsound and/or music. The applicant must submit a completed application totheBoard of Directors. The application must be completed in full, along withanysupporting materials. The Board of Directors may determine anyadditionalrequirements.
There is no application for this type of membership. The Board of Directors, atitssole discretion, bestows honorary membership on the honoree. The honoreemust have made, in the judgment of the Board of Directors, an outstandingcontributionto the field of cinematicsound.
The applicant must be an existing Active member who ceases to beactivelyemployed in the field of cinematic sound, Foley, and/or music editing forreasons of retirement, transfer to other fields, or illness. The applicant must informMPSEof his/her retirement, transfer to other fields, orillness.
There is no application for this type of membership. Lifetime membersmust qualify for Active Member status in order to be eligible for LifetimeMemberstatus. The Board of Directors, at its sole discretion, bestows lifetime membership on Active Members. Past presidents of MPSE shall automatically begrantedLifetime Member status upon conclusion of their term in office.
Minimum requirements (if any) and application procedures (if any) for new types of members shall be determined by the Board of Directors in accordance with the type of membership created. Such requirements and application procedures shall be made known to the membership via our corporate papers or website or any other method determined appropriate by a majority vote of Board ofDirectors.
Any new requirements maybe added to this Constitution and By-Laws,though not required.
Section1. MEMBERSHIP RIGHTS
M.P.S.E. after their names on the screen, in resumes or in publicity of anykind.
Any member shall be in good standing who has paid their entrance fees, if any,thecurrent dues as prescribed by the Board of Directors, and all assessments. In theevent amember loses good standing by non-payment of entrance fees, and/or dues,and/orassessments, the member may be carried on the active membership list at the discretionof the Board of Directors for a period not exceeding nine (9) months. At the end ofthisperiod it is mandatory that member be suspended from active membership unless allbackpayments have beenmade.
A member who has been suspended for non-payment may be automaticallyreinstatedupon application and payment of entrance fees or unpaid portion thereof, unpaiddues,and/or assessments, if any. A member who has been suspended for other cause maybereinstated by a two-thirds (2/3) majority vote of the Board ofDirectors.
Members who are not Active Members (i.e. Affiliate, Honorary, Student)mayparticipate in and enjoy the social and academic activities of Motion PictureSoundEditors, but do not have voting rights. An Affiliate Member that has been elected totheBoard of Directors or to an office shall have Active Member voting rights during theirtermofoffice.
Membership in Motion Picture Sound Editors shall not be transferable and shallcease,together with all rights therein, upon the death, resignation, expulsion or suspension ofamember.
Membership cards as approved and specified by the Board of Directors shall be issuedtoall members in good standingannually.
Any Active Member of the Motion Picture Sound Editors in good standing shall havetheright to examine all books and records of Motion Picture Sound Editors. Amemberrequesting such examination must make such request with the Board of Directorsinwriting and allow at least 30 days for said request to be granted andexecuted.
Before any disciplinary action shall be taken, written charges must be filed by anactivemember in good standing with the Secretary against the affected member. Writtennoticeof the charges and the time and place of the hearing thereon must be sent byregisteredmail to the last known address of affected member at least ten (10) days before thedate of such hearing. At any such hearing the affected member shall be given anopportunityto be heard and to present evidence in answer to such charges. The affected membershallhave the right to postpone and reschedule the hearing one (1) time. Postponingandrescheduling of the hearing must be requested no later than three (3) days before thedateof such hearing by petitioning the Secretary for such postponement by mail,electronicmail, phone, or in person. In the event of postponement and rescheduling of a hearing,themembers of the Board of Directors will reschedule the hearing to a new date and time,tobe determined by the Board of Directors. Every effort will be made to schedulehearings at a time and place that is convenient for all partiesinvolved.
Any member of Motion Picture Sound Editors may be suspended for cause by atwo- thirds (2/3) majority vote of the Board of Directors. Written notice of suspension shallbesent to the affected member by registered mail to their last known address. Cause shallbedetermined to be loss of good standing as described in Article IV Section 2 ofthisConstitution and By-Laws, and/or partaking in illegal or unethical activities thattarnishthe good name of Motion Picture Sound Editors, and/or behaving in a mannerthatwillfully and maliciously contradicts with the best interests of the Motion PictureSound Editors. Any member shall be entitled to a hearing prior to suspension, except in thecaseof suspension due to loss of good standing, in which case the member may besuspendedwithouthearing.
Any member may be expelled for cause by a two-thirds (2/3) vote of the entire Boardof Directors. Any member of the Board of Directors may be expelled for cause by atwo- thirds (2/3) vote of the entirety of the remaining members of the Board ofDirectors.
Written notice of expulsion shall be sent to the affected member by registered mailtotheir last known address. Cause shall be determined to be loss of good standingas described in Article IV Section 2 of this Constitution and By-Laws, and/or partakinginillegal or unethical activities that tarnish the good name of the Motion Picture SoundEditors,and/or behaving in a manner that willfully and maliciously contradicts with the best interests of the Motion Picture Sound Editors. Any member or Director shall be entitled to a hearing prior to expulsion.
Any member in good standing in any classification of membership other thanHonorarymay withdraw from the Motion Picture Sound Editors by giving written notice thereof to the Board of Directors. A member who thus withdraws shall not be readmitted to membership except through written reapplication addressed to the Board of Directors.In such event, such Board shall be the sole judge of the amount of past dues required to be paid by such withdrawn member, provided however, in no case shall such amount exceed the current entrance fee, if any.
Meetings of the members for any purpose or purposes whatsoever may be called at anytime by the President or by a majority of the Board of Directors. Notice shall be sent to each member entitled thereto no less than ten (10) days before such meeting, and shall specify both time and place of the meeting, as well as its purpose.
The presence in person of members numbering twenty-five percent (25%) of the active members in good standing residing in Los Angeles County shall constitute a quorum for the transaction of business.
THE BOARD OFDIRECTORS
Section 1. POWERS
Subject to the limitation of the by-laws and the laws of the State of California, theBoard of Directors shall control all the business and affairs of the Motion Picture Sound Editors.It is hereby expressly declared that the Directors shall have the following powers:
The authorized number of elected Directors of Motion Picture Sound Editors shall be no less than twelve (12) and no more than twenty-six(26).
The term of office of the Directors so elected shall be two (2) years from the date of installation.
The active members, in good standing, of the Motion Picture Sound Editors shall electtheBoard of Directors so that the composition of the Board of Directors shall endeavor to be approximately proportionate to that of the general membership in the following categories:
Those eligible to run for the Board of Directors must have been an Active orAffiliatemember in good standing for at least two (2) years. Members who run for the Board of Directors shall do so in the category in which they perform the majority of their employment. In the event that the member would qualify in multiple categories,they shall have the right to choose the category in which they wish to run.
The Board of Directors shall attempt to maintain a year-to-year continuity of the Board of Directors by scheduling board elections so that approximately fifty percent (50%) of the board shall be elected in any given year. The nomination and election process shall be placed on the annual calendar so that the new board can be announced at the GoldenReelAwards show and shall take office in the first meeting following the awards.
Election of Directors shall follow all the rules, procedures and stipulations definedinArticle XII of this Constitution andBy-Laws.
A Director shall be disqualified and the office declared vacant as follows:
Vacancies on the Board of Directors during the first three (3) months following aBoard of Directors election shall be filled for the duration of the unexpired term. The vacancy shall be filled from the Board of Directors category by the next highest vote recipient,based on the most recent Board of Directors election. The replacement member oftheBoard of Directors term shall be limited to that of the Director that the member is replacing. If there are no other candidates from the most recent election in the category of vacancy, then the position shall remain vacant until the next scheduled election.All vacancies that occur on the Board of Directors after the first three (3) months of tenure shall remain vacant until the next scheduled election. In the event that a vacancy caused the number of the Board of Directors to fall below twelve (12), a special election must be conducted to fill the vacancy, and the duration of this new Director shall conform to the same rules stipulated above.
The presence in person of thirty percent (30%) of the Directors and two (2) Officersor one (1) Officer and one (1) Past-President shall constitute a quorum for the transactionof business.
Each Director and Officer, whether or not then in office, shall be indemnified byMotion Picture Sound Editors against all liabilities, costs and expenses reasonably incurred byor imposed upon them in connection with and arising out of any action, suit, orproceedingin which they may be involved or to which they may be made party by reason oftheirbeing or having been a Director or Officer of Motion Picture Sound Editors.Suchexpenses include the cost of reasonable settlements made with a view to curtailingthecosts of litigation. The Motion Picture Sound Editors shall not, however, indemnifysuchDirector or Officer with respect to matters as to which they shall be finally adjudgedinany such action, suit, or proceeding to have been derelict in the performance of theirduty as such Director or Officer, nor in respect of any matter on which any settlementor compromise is effected if the total expense, including the cost of such settlement,shallsubstantially exceed the expense which might reasonably be incurred by such Directoror Officer in conducting such litigation to a final conclusion; and in no event shallanythingherein contained be so construed as to authorize Motion Picture Sound Editorstoindemnify any such Director or Officer against any liability or expense by reason ofanyact known by such Director or Officer at the time of doing it to be unlawful, noragainstany liability or expense by reason of willful misfeasance, bad faith, gross negligence,or reckless disregard of the duties involved in the conduct of their office. The forgoingrightof indemnification shall not be exclusive of other rights to which any Director orOfficermay be entitled as a matter oflaw.
Regular meetings of the Board of Directors shall be held monthly or as deemed necessary by the Board of Directors at such time and place as may be determined by the Board of Directors. The Board of Directors shall have the right to waive a regular monthly meeting.
Special meetings of the Board of Directors shall be held as ordered or directed bythePresident or three (3) Directors, or upon written demand of five percent (5%) ofMotionPicture Sound Editors members in good standing. A demand for a Directors meeting by members shall state the purpose for which the meeting is called.
Notice of all meetings of the Board of Directors shall be given to all Directors either by standard or electronic mail, or by telephone, or by any other means agreed upon bytheBoard of Directors, directed to the last known address or phone number or email address of the Director at least seven (7) days prior to the day of such proposed meeting.Such notice shall state whether it is to be a regular or special meeting, by who called,the time and place, the purpose and where called by members. It shall be within the power of the Board to waive notice of meetings set on specified dates. Emergency meetings oftheBoard of Directors shall be exempt from the seven (7) day notice requirement. A good faith effort shall be made to provide all Board Members with as much notice as possible.
The Board of Directors may take action on a proposal without a Board of Directors meeting under the following conditions: Approval by a majority of the Board of Directors providing that a good faith effort has been made to contact all members of the Board of Directors. All such emergency actions shall be ratified by the Directors present at the next Board of Directors meeting.
Each Director and Officer, except President or Acting President, shall have one vote on all questions at all meetings of the Board of Directors, but may in no event vote asaDirector by proxy. The President or Acting President shall have the right to vote or to abstain in the event of a tie vote.
Motion Picture Sound Editors shall have a President, Vice-President, Secretary,Treasurer and Sergeant-at-Arms, who shall be nominated and elected by the active members.
Nominees for the Officers positions must have served on the Board of Directors for at least two (2) years within four (4) years of their nomination. The nomination and election process shall take place at the same time as the Board ofDirectors.
Motion Picture Sound Editors shall have such standing committees as shall be deemed advisable by the members of the Board of Directors. All committees shall be appointed by thePresident.
The term of office of all Officers, so elected, shall be two (2) years from date of installation.
An unscheduled vacancy in any office may be filled by an eligible candidate who shall be appointed by a two-thirds (2/3) vote of the members of the Board of Directors at their discretion. The replacement Officer’s term shall be limited to that of the Officer that the member is replacing.
The President shall:
The Vice-President shall:
A. Perform all the duties and assume all the responsibilities of the President in the absence or inability of the President to act.
The Secretary shall:
The Treasurer shall:
The Sergeant-at-Arms shall maintain order and decorum among members at all meetings and perform such duties as directed by thePresident.
Any duties of the officers, as described above, may be performed by any otherOfficerthat is authorized by the Board ofDirectors.
Section1. ENTRANCE FEES
Motion Picture Sound Editors may choose to require an entrance fee from every person admitted to membership on such terms and conditions as may be determined from time to time by the Board of Directors. Honorary Members and Lifetime Members shall be exempt from paying entrance fees.
Every member of Motion Picture Sound Editors shall pay such dues as shall be determined from time to time by the Board of Directors. The general policy of Motion Picture Sound Editors shall be to collect sufficient dues from its members to defray normal operating expenses. Dues shall be leveled on a yearly basis.HonoraryMembers and Lifetime Members shall be exempt from paying dues.
The Board of Directors shall have power to levy such assessments on the members as may be necessary to defray the expense of normal costs of operation of MotionPictureSound Editors, when insufficient funds are available from other sources to pay the same.An assessment for any purpose other than to meet a deficiency in the cost of normal operating expenses can be levied only by vote of the membership. Provided further that no assessment shall ever be levied on the members of Motion Picture Sound Editors for the raising of funds to be used in support of, or in opposition to, any candidate for public office and/or any measure appearing on the ballot at a City, County, State orFederalelection.
This Constitution and By-Laws may be replaced or amended, in whole or in part,and/or additional provisions not inconsistent herewith may be adopted by majority vote of the active members of Motion Picture Sound Editors in good standing or by a unanimous vote of the Board of Directors. Such proposals shall be voted upon following the same election procedures as stipulated in Article XI ofthisConstitution andBy-Laws.
Section1. PERMISSIBLE BALLOTINGMETHODS
The election of the Board of Directors and Officers, as well as any other election orb allot may be conducted by mail ballot, or electronic media, including secure web-based voting,or any other means of electronic transmission approved by the Board of Directors, or a combination of methods, provided, however, that a single medium shall be employed for each vote. The ballot shall state the deadline for voting, and in the case of mail ballots,the address to which the ballot much be returned. The Board of Directors shall have the authority to examine the eligibility of any voter.
In the event a mail ballot is to be used, the following procedures shall be adhered to:In addition to the deadline and address to which the ballot must be returned, the ballot mailing shall also contain two (2) return envelopes. The ballot envelope shall bewith out distinguishing marks except as noted below. The ballot envelope may, but is not required to, have the following limited information printed on it:
The completed ballot shall be placed in the ballot envelope. The ballot envelope shall be placed in the mailing envelope and sealed. The mailing envelope shall provide a location for the signature and printed name of the voting member and shall be signed by the voting member with their printed name below.
The ballots shall be tabulated by an independent accounting, legal, or business organization. A committee comprised of designated member(s) of the Board of Directors may be present as representative of Motion Picture Sound Editors. Mail ballots that arrive unsigned shall be judged to be invalid and shall not be counted. A plurality shall be sufficient to decide the election.
Any and all elections may be combined with other elections at the discretion of theBoard of Directors.
Section1. PROVISIONS SEPARABLE
If any provisions of this Constitution and By-Laws shall be held to be illegal, such portion shall be deemed to be separable from and not affect other portions. If any provision of this Constitution and By-Laws shall be held to be in conflict with MPSE’snon-profit status, such portion shall be deemed to be separable from and not affect other portions.
Section1. GOLDEN REELAWARDS
Motion Picture Sound Editors shall annually present MPSE Golden Reel Awards for excellence in sound editing, sound design, music editing and Foley artistry.
Section2. RULES FOR THE MPSE GOLDEN REELAWARDS
The rules of the MPSE Golden Reel Awards shall be determined by a majority vote oftheBoard of Directors and shall be ratified by the vote of the Active Members in good standing of the Motion Picture Sound Editors or by unanimous vote of the Board of Directors. Only after plurality approval of the Board of Directors and the Active Membership, or the unanimous vote of the Board of Directors, shall alterations of the rules be in effect.