Bylaws of the William O. Douglas Professional Chapter
Society of Professional Journalists
Adopted March 14, 1980; Updated Sept. 26, 2008
Article 1 — Scope and Purpose
Name: The name of this organization shall be the William O. Douglas Chapter of the Society of Professional Journalists
Purpose: The purpose of this organization shall be the promotion of high standards of journalistic effort and of good fellowship among all professional journalists.
Article 2 — Membership
Membership: Membership of this organization shall be open to current members of the national Society of Professional Journalists – Sigma Delta Chi organization, of which this chapter is a branch, upon payment of dues.
Article 3 — Government
Officers: Officers of the chapter shall consist of a president, vice president, secretary and treasurer. They shall perform the duties associated with these offices.
Board of Directors: The chapter shall have a board of directors of a minimum of five (5) and a maximum of 10 members consisting of the four current officers of the chapter, the immediate past president and other professional members to serve as board members at large. All shall be elected to one-year terms.
Responsibility: The board of directors shall be responsible for these functions: (1) membership and attendance: (2) regular and special meetings; (3) betterment of journalism program; (4) professional program; (5) planning; (6) National Convention representation; (7) cooperation with SPJ-SDX national headquarters in all matters furthering the programs and goals of the Society. This shall specifically include submission to national headquarters of membership rosters, financial and other reports.
Board Meetings: The board of directors shall meet at each regular meeting of the chapter. The board of directors is empowered to meet at such times and places as a majority of its members shall deem necessary. The president may call a meeting upon his/her initiative, and he/she must call a meeting when requested by a majority of board members. At least seven calendar days notice must be given board members of a board meeting. A majority of members shall constitute a quorum. All questions shall be decided by a majority vote of those present. The chapter president shall serve as presiding officer of the board and shall preside at meetings. The presiding officer shall cast a vote only to break a tie.
Emergency Board Meetings: An emergency meeting of the board may be called with 24 hours notice by any board member and/or officer. At least six board members and/or officers must concur to call such a meeting. The standard quorum and vote rule shall apply at an emergency meeting. Emergency decisions also may be maid by e-mail, with a majority of board members responding with a vote within 24 hours of a written motion being made.
Election: Officers shall be elected by a majority of the board at the regular meeting in July of each year. Board members not present at the meeting may submit a vote in advance of the meeting. The board shall advertise officer elections to the full chapter one month prior. Members not serving on the board at the time elections are advertised may submit applications for candidacy to the board. Applications should indicate that the member is in good standing of the national organization and outline the member’s qualifications and interest in serving as an officer
Committees: Committees shall be established to carry out the chapter’s programs as determined by the president and upon approval of the board of directors. Those committees shall include, but not be limited to: Program, Membership, Newsletter, Freedom of Information, Quill and Publicity, Awards, Ethics, Audit, Directory, Nominating and Scholarship.
Vacancies: Vacancies among officers or board members shall be filled by a majority vote of the directors present at any board meeting called pursuant to these bylaws.
Attendance of Board Meetings: Board meetings shall be open to all interested parties. Only those members of the chapter in good standing may present matters for consideration not already on the agenda.
Article 4 — Meeting
Regular: There shall be at least five general membership meetings each calendar year. Programs shall count as general membership meetings. At least one of these meetings shall address Freedom of Information. The time and place of meetings shall be determined by the program committee chairman and approved by the board of directors. Meetings shall be rotated throughout the chapter’s major cities.
Special: Special meetings shall be called by the president or the board of directors should circumstances warrant.
Notice:Chapter members in good standing shall be notified by e-mail of the time, date and place of general membership meetings at least seven (7) calendar days in advance of the meeting. Notice of the meeting also shall be advertised on the chapter website.
Article 5 — Authority to Act
Procedure: All business of this chapter shall be conducted by the board of directors; except insofar as any action of the board may be repealed or modified by the membership. All regular business shall be determined by a simple majority vote of those present at a meeting at which a quorum exists. Failure to gain a majority through a tie vote shall defeat the measure.
Rules: Robert’s Rules of Order, insfar as they do not conflict with bylaws, shall govern the conduct of chapter general membership and board of directors meetings.
Article 6 — Dissolution
Dissolution: In event this chapter is dissolved for any reason whatsoever, all cash or other assets are to turned over, after payment of all debts, without further restriction to the Sigma Delta Chi Foundation for use in connection with any worthwhile endeavor, carrying out the general purposes of this organization, that the foundation may deem proper.