ARTICLE I – NAME AND OFFICES
- The name of this Association is NATIONAL CARTOONISTS SOCIETY, INC.
- The Society is incorporated in the State of New York and is organized and operated as a tax-exempt association under section 501(c)(6) of the Internal Revenue Code.
- The principal office of the Society may be located either within or without the State of New York, as the Board of Directors determines to be most practical for conducting the Society’s affairs. The Society shall also continuously maintain a registered agent for service of process within the State of New York.
ARTICLE II – PURPOSES
- To advance the ideals and standards of professional cartooning in its many forms.
- To promote and foster a social, cultural, and intellectual interchange among professional cartoonists of all types.
- To stimulate and encourage interest in and acceptance of the art of cartooning by aspiring cartoonists, students, educational and artistic institutions, and the public.
ARTICLE III – MEMBERSHIP
A. Eligibility for Membership
NCS membership is open to cartoonists working in the fields of editorial and gag cartooning; newspaper, magazine, and book illustration; newspaper comic strips and panels; animation and video game design; caricature; comic books, online comics, and other forms of graphic storytelling; and advertising illustration. All applicants’ work and eligibility must be evaluated and approved by the Membership Committee. Applicants may be a citizen or legal resident of any nation. Trade Membership is available to non-cartoonists in affiliated fields, when approved by the Membership Committee.
B. Membership Tiers
- Regular Membership may be granted to:
- Professional career cartoonists who demonstrate a substantial body of work readily available to the public.
- Other Cartoonists who demonstrate a substantial body of work readily available to the public, but whose primary career may not be cartooning.
- Retired Membership: Members 65 years of age or over who were Regular Members at the time of their retirement may apply for Retired Membership, entitling them to a discounted dues rate. Retired members retain all the privileges and benefits of regular membership provided they remain members in good standing.
- Associate Membership may be offered or granted to cartoonists who do not yet meet the requirements for regular membership. This includes the 27 Club, which provides a discounted dues rate for cartoonists 27 years of age or under who have shown a degree of public success in cartooning, but do not yet meet the criteria for regular membership.
- Trade Membership may be granted to non-cartoonists who have a professional interest in the field of cartooning and/or work in related industries such as publishing, entertainment, or journalism; are part of educational or artistic institutions such as museums, libraries, or non-profits; or offer relevant in-person or online products/services such as software, art tools, or conventions.
- Honorary Membership is bestowed upon individuals for whom the Society wishes to confer its esteem and appreciation, such as members over 80 years of age, surviving spouses, or patrons of the art. Honorary Membership is granted by unanimous vote at a regular or special meeting of the Board of Directors (which must be attended by the President).
C. Membership Rights
Except as otherwise provided by these Bylaws,
- Regular members may vote on all matters for which these Bylaws provide for a vote of the membership or where a vote of the membership is required by the State of New York’s Not-for-Profit Corporation Law. Regular members may also hold any NCS or Chapter office and serve on any NCS committee.
- Associate and Trade members may participate fully in Chapter activities and may hold any Chapter office, including Chapter Chair. They may not vote on issues of NCS governance or hold NCS office except as provided by subdivision (5). They may be appointed to any NCS committee in a non-voting advisory capacity, except the Membership and Nomination Committees.
- Honorary members have the same rights as Associate and Trade members, except they may not hold the office of Chapter Chair. Honorary members who were Regular or Retired Members and have turned 80 years of age maintain all rights of regular membership. Honorary members do not pay a membership fee.
The Board of Directors may grant other rights and benefits of membership not in conflict with these Bylaws.
The Board of Directors may appoint an Associate or Trade member to serve as a voting member of the Board.
D. Membership Dues
The annual dues for each tier of membership shall be determined by the Board of Directors. Any changes in dues rates shall take effect with the beginning of the next fiscal year.
The Board of Directors may adjust dues rates within a fiscal year to provide for membership recruitment and retention programs.
Dues shall be payable annually, upon terms and conditions established by the Board of Directors. Members delinquent in dues may be suspended, terminated, or reinstated according to policies established by the Board of Directors.
A member in good standing who resigns for reasons of health or change in professional status may rejoin without penalty.
E. Membership Committee
- The Membership committee shall be composed of:
- (a) The elected Membership Chairman.
- (b) A reasonable number of Regular Members, appointed by the Membership Chairman, to be representative of the different fields of cartooning within NCS.
- Except for Honorary Memberships, which may only be conferred by the Board of Directors, the Membership Committee shall review all applications for membership; approve admissions to membership; and assign or reassign members to the appropriate membership tier.
- The Board of Directors may adopt policies and procedures to provide the Membership Committee with further guidance.
F. Annual Membership Meeting
The annual membership meeting shall be scheduled by the Board of Directors in conjunction with the Society’s annual Reuben Awards presentations. Notice of the annual meeting shall be provided to each member in good standing at least 60 days prior to the meeting. Notice may be given by mail or email, except that any member(s) whose email is returned as invalid, or who requests that notices be given by mail, shall also be sent a notice by first-class mail.
G. Special Membership Meetings
Special membership meetings may be called by a majority vote of the Board of Directors or by a petition signed by at least 10% of the Regular membership. Notice of a special meeting shall be provided to each voting member at least 30 but no more than 50 days prior to the meeting. The Notice shall state the date, time, place, and purpose of the meeting and by whom called. No business shall be conducted other than that included in the Notice.
H. Virtual Meetings
The Board of Directors may elect to conduct a membership meeting via teleconference, videoconference, or other electronic means. The technology and procedures used shall provide members the opportunity to participate in the proceedings in real-time, pose questions, and vote on matters requiring a membership vote.
I. The Quorum for all meetings of the membership shall be 10% of the Regular members.
J. Fixing Record Date
The board may fix, in advance, a date as the record date for the purposes of determining the members entitled to notice and the right to vote of any meeting. The record date shall not be more than fifty nor less than ten days before the date of the meeting.
Proxy voting is prohibited at all meetings of the Society. This shall not be interpreted to prohibit voting by use of mail ballots, e-mail, or other electronic means when authorized by law or these Bylaws.
K. Suspension or Termination of Membership.
(1) Unless rights of membership have been suspended pursuant to subsection (b) a member is in good standing when current in payment of all dues and fees.
(2) A membership may be suspended or terminated whenever the Board of Directors, or a committee or person authorized by the Board of Directors, determines that a member has failed to observe the Society’s rules, including any codes of conduct or ethics, as prescribed in these Bylaws or by Board of Directors Policies. Such discipline may also be imposed if a member has engaged in conduct materially prejudicial to the Society’s purposes and interests. Before taking such action, the Board of Directors shall adopt procedures to implement this section. At a minimum, these procedures shall provide that the member be given a minimum of fifteen (15) days prior written notice of the proposed action and the reasons; the member’s opportunity to be heard, orally or in writing, not less than five (5) days before the effective date of the action.
ARTICLE IV – BOARD OF DIRECTORS AND OFFICERS
A. Management of the Corporation
- The Society shall be managed by a Board of Directors consisting of the: President; First Vice President; Second Vice President; Third Vice President; Secretary; Treasurer; Membership Chairman; and National Representative.
- The Board of Directors may appoint additional nonvoting advisors to the Board to improve diversity or permit greater input from member constituencies.
B. Election and Terms of Office
- Directors and Officers shall be elected in odd-numbered years for terms of two years or until their successors have been elected and qualified.
- Except for the office of National Representative, the Nominating Committee shall be responsible for soliciting candidates for office, evaluating qualifications, and delivering a list of nominees to the President by no later than ninety (90) days prior to the date of the annual meeting. The Chapters, through the Regional Council, shall be encouraged to offer recommendations to the Nominating Committee.
- The office of National Representative shall be appointed by the Board of Directors in consultation with the Regional Council [See Art.VI Section E].
- The Nominating Committee may choose to nominate only a single candidate for each office, or multiple candidates. The list of candidates shall be published to members immediately via email and posting in the members area of the NCS website.
- Only Regular members are eligible to be nominated or hold office. All nominees must have been members of NCS for at least one year prior to the annual meeting date. Except for the office of President, who shall be limited to two consecutive terms, there are no term limits.
- Regular Members may also be nominated by petition signed by at least 10% of the Regular members and submitted to the Secretary no later than 75 days prior to the annual meeting. Signatures or petitions submitted by email or facsimile are acceptable, but are subject to verification.
- (a) When the time for nomination by petition has expired, the President may declare any unopposed candidates elected by acclamation.(b) Elections for contested offices shall be conducted by written or electronic ballot submitted to the members by no later than sixty (60) days prior to the annual meeting and due by no later than thirty (30) days prior.(c) The candidate(s) receiving the highest number of votes [plurality] shall be elected. In case of a tie, the incumbent Board of Directors may choose either to elect one of the tied candidates by majority vote or may choose to resolve the tie by a drawing of lots.(d) The election results shall be announced via email and posting on the NCS website members area.(e) The newly elected officers and directors shall assume office at the close of the annual meeting.
In the event of a vacancy, the Board of Directors may appoint a replacement for the unexpired portion of the term. If there are six months or less remaining in the term, the Board may choose to leave the position vacant until the next election cycle.
D. Removal of Directors
- Recall: The membership may remove [recall] any Officer or Director by a majority vote. To initiate a recall, a petition signed by at least 20% of the regular members must be submitted to the President or the Secretary. The recall election shall be conducted within sixty days after receipt of the petition and may be conducted either by mail ballot, electronic ballot, or at a special meeting convened for this purpose.
- The Board of Directors may remove a director elected by the membership only for cause. Cause includes, but is not limited to, abuse of authority, failure to perform the duties of office, or a failure to observe any rules of ethics or conduct prescribed in these Bylaws or by Board policies. The Director shall be given a minimum of 15 days prior written notice of the proposed action with the reasons. The Director shall be given the opportunity to be heard, orally or in writing, not less than five days before the effective date of the proposed removal. The Board may replace any appointed officer or director with or without cause.
A Director may resign at any time by giving written notice to the Board, the President, or the Secretary. A resignation is effective upon receipt of the notice unless a later time is specified. If a director’s resignation is effective at a later time, the board may elect a successor to take office as of the date when the resignation becomes effective. The Board of Directors need not accept a resignation to be effective.
F. Quorum for Board of Directors.
A majority of the Directors in office shall constitute a quorum.
G. Action of the Board
(a) Unless otherwise required by law, the vote of a majority of the Directors present at the time of the vote, a quorum being present, will be the act of the Board. Voting by proxy is not permitted.
(b) The Board may also act without a meeting if all members of the Board consent in writing.
H. Place and Time of Board Meetings
- The Board of Directors shall meet immediately prior to, or during, each annual membership meeting. Other meetings of the Board of Directors shall be at times and places determined by the Board or when called by the President.
- Meetings may be conducted by teleconference, videoconference, or other electronic means provided all directors participating can hear each other and can participate fully, including the ability to propose, object to, and vote upon any specific action(s) proposed to be taken.
I. Notice of Meetings of the Board, Adjournment
- Regular meetings of the board may be held without notice at such places and times as the Board determines.
- Special meetings of the board may be called by the President or by the Secretary upon written request of any two directors.
- Notice may be given by any means reasonable. Notice of a meeting need not be given to any Director who submits a waiver of notice either before or after the meeting or who attends the meeting without objecting to inadequate notice.
ARTICLE V – DUTIES OF OFFICERS AND DIRECTORS
- Shall serve as the chief executive officer of the corporation, managing and supervising its affairs in accordance with any policies and directives adopted by the Board of Directors.
- Shall preside at all meetings of the members and the Board of Directors.
- Except as otherwise provided by these Bylaws, shall appoint such committees and task forces as are established by these Bylaws or Board action. The President shall be an ex-officio member of all committees except for the Nominations Committee.
- Shall perform such other powers and responsibilities as the Board of Directors may from time to time prescribe.
The First Vice President
- Shall perform the duties of the President in the latter’s absence or incapacity.
- Shall assist the President as directed and shall perform such other duties as the Board of Directors may from time to time prescribe.
- Shall serve as a liaison to NCS committees, as assigned by the Board, receive committee reports, and present them to the Board.
- Should the office of President become vacant, shall assume the office of President until such time as the Board of Directors appoints a new President for the remainder of the term.
The Second and Third Vice Presidents
- Shall assist the President as directed and perform such other duties as the Board of Directors may from time to time prescribe.
- Serve as liaisons to NCS committees, as assigned by the Board, receive committee reports, and present them to the Board.
- Shall be responsible for giving notice of, and keeping the minutes for, all meetings of the membership and the Board of Directors.
- Maintain the membership list.
- Be responsible for all correspondence not requiring the President’s signature.
- Perform such other duties as the Board of Directors may prescribe.
- Shall be responsible for collection of dues, initiation fees and all other monies due the Corporation.
- Keep books and disburse and invest the Corporation’s funds under the direction of the Board of Directors.
- Perform such other duties as the Board of Directors may prescribe.
The Membership Chairman
- Appoints the Membership Committee and serves as its Chair.
- Receives feedback and suggestions from the members to bring before the Board.
- Forwards any professional or ethical complaints to the Ethics Committee.
- Performs such other duties as the Board of Directors may prescribe.
The National Representative
- Shall serve as Chairman of the Regional Council.
- Serves as liaison between the Regional Council and the Board of Directors.
- Performs such other duties as the Board of Directors may prescribe.
The Immediate Past President
- Shall serve as a non-voting advisor to the Board of Directors. If the Immediate Past President is unable or unwilling to serve, the Board may appoint another past president to serve.
ARTICLE VI – COMMITTEES
A. Standing Committees
- The Society shall have the following standing committees:
- Regional Council
- Reuben Awards
- Social Media
- The Board of Directors may create additional ad-hoc committees to perform any other activities or analysis the Board deems appropriate. If a committee is authorized to exercise any powers reserved by law exclusively to the Board of Directors, it may consist only of directors.
- Except as otherwise provided by these Bylaws, the President shall appoint a Chairman for each committee, subject to approval by the Board of Directors. Each committee Chairman may then appoint other members to their committees as needed, subject to disaffirmation by the Board of Directors. The President shall be an ex-officio member of all committees except for the Nominating Committee.
- All committees are authorized to conduct their meetings electronically, including the use of email.
B. Ethics Committee
- The purpose of the Ethics Committee is
- a) to recommend to the Board of Directors policies and guidelines concerning plagiarism, fair use, and other matters related to the integrity of the cartooning profession.
- b) to investigate member complaints and recommend to the Board of Directors disciplinary or remedial action when appropriate.
- The Chairman of the Ethics Committee shall be appointed by the President at the beginning of each term.
- The Chairman shall appoint at least two additional Regular members.
- At least one member of the Ethics Committee shall be a Past President of the Society.
C. Membership Committee
- The purpose of the Membership Committee is to
- a) Develop materials to aid in recruiting new members.
- b) Inform prospective members of membership criteria and requirements.
- c) Except for Honorary Memberships, review all applications for membership and accompanying portfolios; approve admissions to membership; and assign or reassign members to their appropriate tier of membership.
- d) Assist Chapter Chairs with their member recruitment activities.
- The elected Membership Chairman shall appoint enough Regular members to the committee to be reasonably representative of the Association’s membership.
- Whenever necessary, the Membership Chairman may supplement the Committee by appointing Associate members who are familiar with particular fields of work, but they may serve only in a nonvoting, advisory capacity.
D. Nominating committee
- The purpose of the Nominating Committee is to recruit, evaluate, and recommend nominees for election to the Board of Directors, except for the National Representative who shall be selected by the Board of Directors in consultation with the Regional Council.
- The Committee shall consist of three or more Regular members, appointed by the Board of Directors. At least one of the members shall be a Past President of the Society.
- Before making its selections, the Nominating Committee shall provide notice to all members and Chapter Chairs and shall consider any recommendations proposed by Chapters, the Regional Council, or individual members.
- The Committee shall also verify the eligibility and qualifications of any members nominated by Petition. [See Art. IV section (B)(6]
E. Regional Council
- The Regional Council consists of the National Representative, who shall serve as Chair, and the Chairs of each Chapter.
- The purpose of the Regional Council is to permit Chapter Chairs to discuss matters of common concern; to advise and counsel the Board of Directors as appropriate; to serve as a liaison between the Chapters, the Board of Directors, and NCS committees; and to select a National Representative to serve on the NCS Board of Directors.
- The Regional Council shall hold an annual meeting during the Reuben weekend and may meet at other times upon the call of the National Representative or upon petition by 25% of the Council. Meetings may be conducted by teleconference, videoconference, or other electronic means
F. Reuben Awards
The Reuben Awards Committee shall consist of the Board of Directors, acting as a committee of the whole. The Board of Directors may appoint any number of subcommittees or delegate specific tasks and authority to individual members, staff, Chapters, or consultants as necessary so long as the Board retains ultimate supervision and authority.
G. Social Media
The purpose of the Social Media Committee is to develop social media strategies to promote NCS and its membership; define roles and responsibilities for managing the Society’s website and social media accounts; and monitor NCS’s presence in social media and recommend appropriate actions.
ARTICLE VII – AMENDMENTS
- Except as provided in subsection (B), these bylaws may be amended by a majority of the Board of Directors, provided the full text of the proposed amendment(s) are provided to each member of the Board at least five days prior to the meeting at which the amendment(s) are to be considered.
- Members may propose amendments to these bylaws by sending the text of the proposed amendment(s) and the reasons to the President or Secretary. The Board shall consider and take action on the proposed amendment(s) within sixty days of receipt. If the Board fails to adopt the proposed amendment(s), 10% or more of the voting members may petition the Board to conduct a mail ballot of the membership. A majority of the votes cast shall be needed to adopt, provided ballots are returned by at least 10% of the voting membership.
ARTICLE VIII – AWARDS
Each year, during the NCS Annual Reuben Awards Weekend, the Society honors the year’s outstanding achievements in all walks of the profession:
- Reuben. A Statuette to be presented to the “Outstanding Cartoonist of the Year.” The recipient will be determined by a vote of all Regular members in good standing by secret ballot in two votes. The first ballot is to narrow a selection from all cartoonists recommended by the Board of Directors to a list of three names, and a second vote to select the winner from those final three names. An individual may only be awarded the Reuben Award once.
- Division Awards. Excellence in a variety of fields is honored by the NCS Division Awards, chosen by specially convened juries at the Chapter level.
- Awards may be presented each year to top cartoonists in fields determined by the Board of Directors to reflect the present dynamics of the profession, including:
- Book Illustration
- Newspaper Illustration
- Magazine Feature/Magazine Illustration
- Artwork for Animated Media
- Online Comics Short Form
- Online Comics Long Form
- Gag Cartoons
- Newspaper Comic Strips
- Newspaper Editorial Cartoons
- Newspaper Panel Cartoons
- Advertising and Product Illustration
- Comic Books
- Graphic Novels
- Variety (Artwork for Greeting Cards, Puzzles, Games, etc.)
- Milton Caniff Lifetime Achievement Award. Given by a unanimous vote of the NCS Board of Directors to recognize a cartoonist who has demonstrated an outstanding lifetime body of work.
- Silver T-Square. Awarded by unanimous decision of the Board of Directors as special recognition for extraordinary service to the NCS or the profession.
- Gold T-Square. Awarded by the Board of Directors to recognize 50 years as a professional cartoonist.
- Optional Award Categories
- The Elzie Segar Award. Presented to a person who has made a unique and outstanding contribution to the profession of cartooning. The winner is selected by the NCS Board in consultation with King Features Syndicate, in honor of “Popeye’s” creator, Elzie Segar.
- The ACE Award. The Amateur Cartoonist Extraordinary award is a ceremonial award, given to a celebrity or notable who aspired at one time to become a cartoonist, but whose path led them to an entirely different career.
- The Gold Key. Awarded by unanimous vote of the NCS Board of Directors, to honor the recipient as a member of the National Cartoonists Society Hall of Fame.
- Tim Rosenthal Award. May be awarded by Chapter(s) to recognize outstanding service at the Chapter level.
- The No.1 Award. This award may be given to the sports personality of the year.
- The Medal of Honor may be awarded by the Board of Directors to recognize overall career excellence or other accomplishments deserving of special recognition.
B. Award Policies and Procedures.
- The Board of Directors shall adopt policies and procedures governing Awards eligibility, selection criteria, and procedures.
- In any given year, the Reuben Awards Committee may choose to omit a category for award or to add a special category of recognition.
- Only Regular members in good standing may vote for the recipient of the Reuben Award for Outstanding Cartoonist of the Year. All members may participate in the selection of the annual NCS Division Awards.
To the extent permitted by the Not-For-Profit-Corporation Law of New York, the Society may defend, indemnify, and hold harmless any agent who is, or may become, a party to a legal or administrative proceeding because of acts taken on the Society’s behalf. “Agent” for this purpose shall include Directors, Officers, Members, and Employees when acting on behalf of the Society, including persons formerly holding such positions. This indemnity may include payment, and advancement if necessary, of all expenses permitted by law.
ARTICLE X – CHAPTERS
- The Board of Directors may charter REGIONAL CHAPTERS to afford members an opportunity to interact with one another and stage events at the local level; to recruit non-member cartoonists in their areas to NCS membership; and to provide a means of identifying NCS members who may want to take a more active role at the national level.
- Only NCS members may become members of a Regional Chapter; however, Chapters may permit non-member Guests to participate in Chapter’s activities, except that Guests may not vote or hold Chapter office. Guest participation in NCS national events is at the discretion of the Board of Directors.
- Although Chapters are to be established on a regional basis, individual members may choose to affiliate with the Chapter that appears best suited to their areas of interest. Members may only affiliate initially with a single Chapter but may later transfer between Chapters.
- Twenty percent (20%) of the dues actually paid to NCS by those members who have affiliated with a Chapter shall be returned to their chapters in each fiscal year.
- Each Chapter shall have a Chapter Chair and may have a Vice Chair and/or Secretary-Treasurer. These officers may be elected to one year or two-year terms at the discretion of the chapter membership and shall continue to serve until their successors have been elected.
- The Chapter Chairs shall constitute the Regional Council, as specified in Art. VI Sect. (E).
- The Board of Directors shall adopt policies and procedures to provide further direction and guidance to Chapters and Chapter officers.
ARTICLE XI – DISSOLUTION
Upon the dissolution of the National Cartoonists Society, Inc., all remaining assets will become the property of the NCS Foundation, a registered 501(c)(3) organization.