The name of this Association is the Dallas Producers Association. This association is variously referred to in these bylaws as Association, the Association, or DPA.
1. The DPA is a tax‑exempt, non‑profit association.
2. No part of the net earnings of the Association shall inure to the benefit of any member. Reasonable compensation for services rendered to the Association and reimbursement of authorized expenses do not constitute inurement.
3. Officers and board members serve without compensation as such, but may be reimbursed for reasonable expenses.
Section 1. Membership. Membership in the DPA is open to any individual or company actively engaged in the production business. The Board may, by policy, create, rename, combine, or discontinue membership categories and set associated eligibility, dues, and benefits. While naming may differ, there are 3 core categories.
Section 2. Production. The Production category of membership is open to companies or individuals who are actively engaged in the production business.
Section 3. Affiliate. The Affiliate category of membership is open to individuals and companies who offer support services to the production business.
Section 4. Student. The Student Membership is open to current students who are actively enrolled in a video/film/digital media degree program.
Section 5. Rights. All members in good standing have equal rights except where specifically noted in these bylaws or by policy.
Section 6. Company Representatives. Additional individuals at a company may be added to the Association membership, receive mailings, and are entitled to all rights of membership upon approval of application and payment of additional dues as set by the Board of Directors. In situations requiring members to vote, only one vote per member company will be permitted.
Section 7. Applications. Membership applications are submitted to the Association and approved by the Board of Directors.
Section 8. Anniversary Date. Upon acceptance for membership in the Association, the Member is assigned an Anniversary Date or Born‑on Date, which is used for his or her time for renewal.
Section 9. Member in Good Standing. Member in Good Standing is defined as one whose annual membership dues are current and who satisfies membership requirements as cited in Article III, Sections 1, 2 or 3.
Section 10. Voting Eligibility. Voting is not a universal right of membership. Voting rights are held only by those membership categories or levels designated by the Board as voting-eligible by policy. Each voting-eligible member entity in good standing has one vote. The Board may designate certain categories or levels as non-voting.
Section 11. Discipline. The Board may suspend or terminate any membership at any time, with or without cause, and with or without prior notice or opportunity to be heard. Reinstatement terms may be set by the Board.
Section 1. Dues. Annual membership dues shall be established by the Board of Directors of the DPA.
Section 2. Fees. The Board of Directors may establish fees for special projects, conferences, workshops or seminars as allowed for in these bylaws or by policy.
Section 3. Arrears. Dues are scheduled to be paid annually by the member’s Born‑On Date. Any dues not paid within 30 days after the Born‑On Date is considered in arrears and the member’s name will be dropped from the membership roster. If the dropped member wishes to rejoin the Association, the formal application process will have to be completed, including new member initiation fees, if required. The board has the right to waive any of these requirements as it deems fit and necessary.
Section 4. Payment. Payment for membership dues must be paid in full.
Section 5. Special Categories. Special membership categories such as Honorary or Lifetime or the waiving of membership dues and fees will require a simple majority vote of the Board of Directors.
Section 6. Officer Dues Waiver. Current officers will have a portion of their dues waived for their membership year. All former Presidents will have a portion of their dues waived in perpetuity. The portion will be determined by the Board of Directors the prior year.
Paragraph 1. Elections. Elections will be held in November at 24‑month intervals that coincide with the terms of office of elected officers. Nominations for elected officers may come from the general membership and may be submitted in writing or come from the floor at a general meeting (October) at which such elections are announced.
Paragraph 2. Voting. Voting will be conducted by secret ballot; such ballots to be sent to all voting‑eligible members of the Association. Voting‑eligible implies membership in good standing with all dues current. In the case of multiple representatives to the Association as part of an individual company or organization, only one vote per such membership will be allowed and counted.
Section 1. Elected Officers. The elected officers of the DPA shall be a President, a Vice President, and a Secretary/Treasurer.
Section 2. Eligibility. To be eligible to be elected as an officer of the Association, a person must have been a member of the DPA for at least two years, and be a member in good standing at the time of installation. The President and Vice President must be members of the Production category.
Section 3. Term of Office. - Paragraph 1. The term of office for all DPA officers shall be a period of 24 months with terms beginning on January 1. - Paragraph 2. No elective officer may serve more than two terms in succession in the same office.
Section 4. Staff. The Association may employ staff to handle day‑to‑day operations as agents of the Board of Directors, performing duties at the Board’s discretion. Staff are non‑voting, not officers or apart of the board of directors, and serve at the pleasure of the Board. The Board may establish and modify staff roles, titles, and reporting lines without membership approval.
Section 5. Duties of Elected Officers. -
1. President. The President will preside over general membership and Board of Directors meetings; serve as a member of the Board; appoint committees as required and act as an ex‑officio member of all committees; assign other duties to elected officers as required.
2. Vice President. The Vice President will serve as a member of the Board of Directors; preside over both general membership and Board meetings in the President’s absence; temporarily assume the duties of the President should the President resign or be impeached; and assume other duties as assigned by the President.
3. Secretary/Treasurer. The Secretary/Treasurer will maintain books of account and records for all income and expenditures for the Association; serve as a member of the Board of Directors; deposit all monies in the name of the Association in a recognized bank or financial institution; disburse and collect the funds of the Association as ordered by the President and affirmed by the Board of Directors; render a report of the transactions at such time as requested by the President and/or the Board of Directors; and serve as a signatory on Association accounts. The Board may designate additional signatories and establish dual‑signature thresholds by policy.
Section 1. Composition. The Board consists of the elected officers, the immediate past President, and at‑large directors appointed by the President, Officers, and Board, for a total Board size of 12 to 18 members. The exact number within this range may be set by the Board.
Section 2. Service Terms and Appointments.
1. Appointment. At‑large directors are appointed by majority vote of the Board. -
2. Term. Service terms coincide with officer terms: twenty‑four (24) months per term (non‑staggered).
3. Term Limits. Non‑officer directors may serve no more than ten (10) consecutive years. After a one‑term break, a former director may be reappointed.
Section 3. Vacancies. Vacancies on the Board due to death, resignation, or other reasons may be filled by Board appointment for the remainder of the term.
Section 4. Removal from Board. A Board member may be removed with or without cause by a vote of two‑thirds (2/3) of the then‑serving Board members. No advance notice or hearing is required.
Section 5. Meetings of the Board. Meetings of the Board.
Section 6. Quorum and Action. A quorum is a simple majority of the then‑current Board members, including at least two officers. Unless specifically stated elsewhere in these bylaws, a simple majority of Board members present at a meeting with a quorum constitutes Board action.
Section 7. Advisory Board Composition. The Advisory Board consists of individuals appointed by the president with the consent of the Board for their specialized expertise to support the DPA.
Voting Rights. Advisory Board members have no voting rights on Association policies or procedures unless they or their member company are an approved DPA member.
Meetings. The Advisory Board meets at the discretion of the President.
Section 1. Establishment and Scope. The Board may create, rename, combine, or dissolve standing or ad hoc committees at any time to advance the work of the Association. Committees operate under authority delegated by the Board.
Section 2. Composition and Appointment. Committee members and chairs are appointed by the President and confirmed by the Board. Committee members need not be directors or officers unless specified by the Board.
Section 3. Powers and Limits. Committees may recommend actions to the Board and may exercise limited powers expressly delegated by the Board. Committees shall not adopt policies, bind the Association, or expend funds except as authorized by the Board or within an approved budget and authority matrix.
Section 4. Procedures. Committees may meet in person or by electronic means. Each committee keeps brief minutes or action notes and provides a summary report to the Board upon request.
Section 5. Quorum and Action. Unless otherwise set by the Board, a committee quorum is a simple majority of its members, and actions are taken by simple majority of members present.
Section 6. Chartering by Policy. The Board may adopt or amend committee charters by policy, including purpose, membership, terms, and delegated authority.
Section 1. Frequency. The Association at large will meet as directed by the Board. The meeting time will be determined by the Board of Directors. A quorum for any Association business conducted at an at‑large meeting will be a majority of those DPA members present.
Section 2. Results. Results from the voting will be announced at the first at‑large membership meeting after the closing of the vote. Results will also be distributed by whatever means deemed necessary by the Board of Directors.
Section 3. Electronic Meetings and Notices. Meetings of the membership may be held in person or by electronic means that allow participants to hear one another simultaneously. Notices to members may be provided electronically.
Section 4. Electronic Ballots. Member ballots may be conducted via a secure electronic voting system.
Section 1. Board Approval. Any proposed amendments will be presented at a Board of Directors meeting, at which time the revisions will be approved by a majority vote of the Board. The approved bylaws revisions will then be submitted to the membership for approval.
Section 2. Member Notice. These bylaws may be amended by a majority vote of the votes received from the general membership. Such amendments will be distributed to the members no less than thirty (30) days prior to the voting deadline. Distribution and voting materials may be electronic.
Section 3. Voting Method. Amendments may be voted on by secure electronic ballot or other secret ballot methods approved by the Board.
Section 4. Effectiveness. Amendments to these bylaws will take effect immediately after adoption by the members and will then become part of the governing rules of the Association.
Section 1. Authority. In addition to these bylaws, the Board of Directors may create policies, which shall have the effect of binding rules on the operations and functions of both the Association and the Advisory Board.
Section 2. Adoption. Policy is created or changed by a simple majority vote of a duly convened Board of Directors meeting at which there is a quorum present.
Section 1. Authority. The Dallas Board of Directors may create, rename, combine, suspend, or dissolve chapters in any U.S. city or internationally.
Section 2. Governance. Chapters are subordinate units; the Dallas Board is the guiding and controlling board and may amend or revoke chapter authority at any time.
Section 3. Rules by Policy. All chapter rules (leadership, operations, branding, finances, communications) are set by Dallas Board policy and may be updated without a member vote.
Section 4. Membership and Voting. Membership is with the Association; chapters confer no additional governance or voting rights. Voting eligibility is per Article III.
Section 5. Authority Limits. Chapters may not bind the Association or expend funds except as authorized by policy or budget/authority matrix.
Section 6. Compliance. Chapters must comply with bylaws, Board policies, and law; reports may be required.
Section 1. Fiscal Year. The fiscal year of the Association is January 1 – December 31.
Section 2. Budget. The Board adopts an annual budget and may amend it during the year.
Upon dissolution of the Association, and after paying or adequately providing for its debts and obligations, the remaining assets shall be distributed to one or more tax‑exempt organizations with purposes consistent with those of the Association, as determined by the Board.
