Membership

The Kentucky Communication Association promotes effective teaching, research, and practice in the artistic, humanistic, and scientific principles of communication.

Membership in KCA

Constitution By-Laws

KCA Constitution and By-Laws

CONSTITUTION OF KENTUCKY COMMUNICATION ASSOCIATION, INCORPORATED

Article I: NAME

The name of the organization shall be the Kentucky Communication Association, Inc.

Article II: PURPOSES

Section 1. The purposes of the Association shall be the promotion of effective teaching, research and practice in the artistic, humanistic, and scientific principles of communication.

Section 2. The Association is a non-profit organization which exists for educational purposes only. No part of the Association’s income may be used for the private benefit of any individual or group.

Article III: MEMBERSHIP

Section 1. Membership in the Association shall be open, upon application, to any person interested in promoting the purposes of the association.

Section 2. There shall be four classes of membership: student, regular, life, and emeritus.

Section 3. The membership year shall begin September 1 and end August 31 of the following year.

Section 4. Any member who retires from active teaching and has been an active member of the Association for fifteen years shall be granted Emeritus membership. These individuals shall be entitled to all privileges of the Association.

Article IV: DUES & FEES

The Executive Council shall be empowered to set all dues and fees.

Article V: EXECUTIVE COUNCIL

Section 1. The Executive Council of the Association shall consist of elected officers which include: Executive Director, President, First Vice-President, Second Vice-President, Secretary, Treasurer, Journal Editor, Webspinner, and the East and West Regional Representatives. All officer terms begin at noon on the Saturday of the annual conference. The duties of each officer shall be outlined on a list maintained by the Executive Council and include specific duties as follows:

a. President: It shall be the duty of the President to preside at all business meetings of the Association; to appoint committees with the approval of the Executive Council; to chair the Awards nomination committee, purchase and personalize awards, distribute awards at the annual association conference, and to supervise the annual officer nomination and election process. The term of the President is one year.

b. First Vice-President: It shall be the First Vice-President’s duty to conduct the upcoming conference site visit six months prior to the conference date, to develop and disseminate the call for conference participation, to plan the program for the annual conference (which includes contracting a keynote speaker) and to assist the President in the total work of the Association. The First VP shall ascend to the office of President at the end of his or her term and serve for the following year in that capacity. The term of the First Vice-President is one year.

c. Second Vice-President: It shall be the Second VP’s duty to recruit new members for the Association and chair the graduate student caucus. It is expected that the Second VP utilize the west and east regional representatives in fulfilling her/his duties. The Second VP shall ascend to the office of First VP at the end of his or her term and serve in that new capacity for the following year. The term of the Second Vice-President is one year.

d. Secretary: The secretary serves both recording and corresponding functions and shall record the minutes of all proceedings of the Association and distribute these electronically to the Executive Council within thirty days after the conference. The secretary shall archive such records and generally perform such duties as may be required. The secretary will prepare and announce the slate of nominees at the annual conference, count ballots, announce the results, and record the results of each election. The secretary shall also maintain a membership list and send e-mail reminders according to guidelines set forth by the executive committee. The term of the Secretary is three years and is available for renewal.

e. Treasurer: The treasurer shall receive and disperse funds and prepare annual reports on the financial condition of the association. The treasurer shall keep such financial accounts as may be required, and shall perform such duties as may be required by the Association. At the conclusion of the term of office, the treasurer shall turn over to the Executive Council, all property, books, papers and money of the Association. The term of the Treasurer is three years and is available for renewal. f. Executive Director: The Executive Council is responsible for nominating a member to serve as Executive Director for three years subject to approval of 2/3 of the membership. The position may be renewed for consecutive terms if approved by two thirds of the membership. The Executive Director will:

1) Supervise and administer the operation of the association in accordance with the provisions of the Executive Council and the members of the association.
2) Facilitate negotiations for contracts and other services as needed to operate the association
3) Secure facilities to host the annual conference; participate in annual conference site visitReview, as designated by the executive council, any books, papers, minutes or other association documents.
4) Enter into written agreements or compacts with one or more other states for joint conferences as approved by the membership.
5) Accumulate and archive the resources necessary to maintain the institutional memory and history of the association.
6) Collaborate with the President to schedule an annual KCA Executive Committee meeting prior to the conference.
7) Serve as the designated agent of the association, coordinating with legal and financial counsels as necessary to insure that annual Kentucky reporting requirements are fulfilled
8) All of the work and decisions of the Executive Director must be approved by the Executive Council.

g. Immediate Past President: It shall be the duty of the Immediate Past President to serve as an ambassador to and promote the goals of the association. Other duties may include state speaking engagements and assisting the Executive Council as necessary in the Commonwealth of Kentucky. The term of the Immediate Past President is one year.

h. Journal Editor: It shall be the duty of the Journal Editor to produce and distribute to subscribers and members two issues of the Kentucky Journal of Communication annually. The journal editor is appointed by the Executive Council and approved by the membership to serve a three-year term.

i. Webmaster: It shall be the duty of the Webmaster to publish and maintain all content provided by the Executive Council, Executive Director, and the Journal Editor. Specifically, the Webmaster is chiefly responsible for building, developing, and maintaining the organizational website as well as maintaining an organizational listserv. The term of the Webmaster is three years and will be appointed by the Executive Board.

j. East Regional Representative: The east regional representative is responsible for assisting the Second VP in recruitment of members from the eastern region; programming one session at the annual conference that focuses on a specific membership issue or concern; and writing a spotlight article on a faculty member from her/his region for the association website. The east regional representative shall also be mentored for potential further leadership roles on the executive council. The term of the East Regional Representative is 2 years, selected in even years.

k. West Regional Representative: The west regional representative is responsible for assisting the Second VP in recruitment of members from the western region; programming one session at the annual conference that focuses on a specific membership issue or concern; and writing a spotlight article on a faculty member from her/his region for the association newsletter. The west regional representative shall also be mentored for potential further leadership roles on the executive council. The term of the West Regional Representative is 2 years, selected in odd years.

l. Committee on Awards: The committee consists of four past presidents selected and chaired by the current association president. All committee members should be current KCA members. The function of the committee is to determine award recipients at least 60 days before the annual conference.

Section 2. The Second VP shall be elected by the membership, at the annual conference, having been nominated in accordance with Article VII.

Section 3. The President, first VP and Second VP shall serve for a period of one year; the vice presidents shall advance as described in Article V, Section 1. The Secretary , Treasurer, Journal Editor, and Webspinner shall stand for re-election at the end of the third year of their term at the annual conference. Declining continuance or re-election, the Secretary or Treasurer shall be replaced by newly elected officers, nominated in accordance with Article VII. Regional representatives shall serve 2 year terms.

Section 4. Should the president of the association die or resign, the Board shall appoint a president from among the membership of the Board. Should any other officer of the association die or resign, the president of the association shall nominate a replacement who, with the advice and consent of the Board, shall assume the duties of that office.

Section 5: In the event that the President or First Vice-President cannot fulfill his or her duties, the next person in line of succession will assume those duties.

ARTICLE VI: ADMINISTRATION

Section 1. The Board of Trustees, within the guidelines set by the membership, shall be the principal policy-making body of the Association.

Section 2. The Board of Trustees shall consist of all members of the Executive Council.

Article VII: ELECTIONS AND VOTING

Section 1. The Nominations Committee shall prepare annually a slate of nominees for the officers open to election or reelection. Additional nominations for those officers will be taken from the floor at the business meeting of the annual conference. The Vice Presidents shall ascend as described in Article V, Section 1.

Section 2. The Nominating Committee shall consist of three members appointed by the President and approved by the Board of Trustees.

Section 3. The Nominating Committee shall meet in late spring. Any member of the Association may submit nominations to the Committee in Writing or by contacting a member of the Committee. The slate of officers will be transmitted to the Secretary so that the results may be printed in the Summer newsletter and conference mailing.

Section 4. Voting for officers of the Association shall take place according to the following schedule.

a. Members attending the conference will vote for the officers of the Association at the Business meeting of the Annual Fall Conference.
b. Electronic ballots, as approved by the Executive Council and Nominating Committee, are permissible for any topics of member concern. Any electronic ballots must be sent to the members at least thirty (30) days prior to the vote on any topic of concern. Ballots must be received by the secretary prior to the date of the vote, as set by the Executive Council.

Section 5. A majority of those voting on any topic of concern shall be required for Adoption of the
item.

Section 6. A simple majority of those voting at the annual conference shall be required to elect any
officer.

ARTICLE VIII: COMMITTEES

Section 1. All committees will be nominated by the president and approved by the Executive Council.

Section 2. The President shall appoint a temporary chair from the membership of each approved
committee who will convene the first meeting of that committee. At the first meeting of any committee the committee shall elect a chair who will conduct the meetings of the committee.

Section 3. The Committees shall report directly to the President and shall assume the responsibilities assigned to it by the Executive Council.

ARTICLE IX: AMENDMENTS

Section 1. Amendments to the Constitution may be initiated by a majority of the Executive Council,
or by a petition of any ten (10) members of the Association submitted to the President.

Section 2. The members shall all vote on amendments.

Section 3. A two-thirds majority of those voting shall be required for adoption of the amendment.

Section 4. Amendments shall take effect immediately following their adoption.

ARTICLE X: DISSOLUTION

The Association may be dissolved at a special meeting called for that purpose and will require a two thirds vote of the members present.

ARTICLE XI: QUORUM

Section 1. A quorum of the Executive Committee shall be a majority of the membership of that group.

Section 2. A quorum of any business meeting of the Association shall be nine (9) members.

Section 3. The Executive Committee shall function as the Board of Trustees for the purpose of
incorporation.

ARTICLES OF INCORPORATION OF KENTUCKY COMMUNICAION ASSOCIATION, INCORPORATED

That THE undersigned do associate themselves together for the purpose of forming a Corporation under the provisions of Chapter 273, Kentucky Revised Statues, with all the rights, privileges and immunities of a corporation organized for education and scientific purposes, without capital stock, and from which no private pecuniary profit is to be derived, and do adopt the following Articles of Incorporation.

ARTICLE I.

The name of the Corporation shall be Kentucky Communication Association, Incorporated.

ARTICLE II.

The registered agent, principal office and place of business shall be John Modaff, Breckinridge Hall, Morehead State University, Morehead, KY 40351 with the Corporation retaining the right to maintain offices in other places within or without this State, and with the Corporation retaining the further Right to conduct meetings of the Board of Trustees at other places, as the Board of Trustees may determine.

ARTICLE III.

The Corporation shall be a non-profit corporation, with no capital stock and from which no private pecuniary profits shall be derived by any officer or other person except such compensation as may be allowed for services rendered. The income of the Corporation shall be devoted exclusively to its educational purposes.

ARTICLE IV.

The purpose of the Association shall be the promotion of effective teaching, research, and practice in the artistic, humanistic, and scientific principles of speech communication. This organization (is organized) exclusively for charitable services, more specifically to promote effective teaching, research, and practice in the artistic, humanistic, and scientific principles of communication. To this end, the corporation shall at all times be operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted for charitable purposes to the promotion of communication education throughout the Commonwealth at two-year and four year colleges and university levels. Should the organization cease operation all remaining funds of KCA will be dispersed to the Southern States Communication Association.

ARTICLE V.

The Corporation shall have all general powers granted it by Kentucky Revised Statutes 273.171 for the purpose of carrying out its objectives.

ARTICLE VI.

The affairs and business of the corporation shall be conducted by a Board of Trustees, which shall consist of at least seven (7) members and not more than twenty-five (25) members as determined by the constitution. All vacancies that should occur during a term of office shall be filled by the Board of Trustees as provided for in the constitution. The membership shall adopt a constitution to provide for the internal control and government of the Corporation and shall have the power to amend and repeal the same as stated in the Constitution. The terms of members of the Board of Trustees shall commence as the Board may determine.

ARTICLE VII.

The membership shall elect, in the manner provided in the Constitution, all officers as provided in the Constitution.

ARTICLE VIII.

The private property of the members of this Corporation shall be exempt from liability for any and all debts and liabilities of the Corporation.

ARTICLE IX.

These Articles of Incorporation may be altered or amended by a vote of two-thirds (2/3) of the membership, as provided in the Constitution.

ARTICLE X.

This Corporation shall begin business immediately upon the issuance of a Certificate of Incorporation by the Secretary of State of the Commonwealth of Kentucky and the recording of these Articles and Certificate of Incorporation in the office of the Rowan County Clerk’ Office; and its existence shall be perpetual or until dissolved as provided in the Constitution.

ARTICLE XI.

In the event of dissolution of Kentucky Communication Association, Incorporated, all its property, real, personal, and mixed, of whatever nature and wheresoever located, shall be turned over to some other college foundation, educational institution, or non-profit corporation organized for educational purposes and exempt under Section 501 {C} (3), uses by which it is held by this Corporation, at the time of its dissolution, none of the property of this Corporation shall even insure to the benefit of any officer of member of the Corporation or any other individual.

8/9/2016