Constitution & Bylaws

Florida Professional Chapter of the Society of Professional Journalists

As amended August 7, 2013

CONSTITUTION

Preamble and Objects

Section I: In order to associate journalists of talent, truth and energy into a more intimately organized unit of good fellowship, to assist the members in acquiring the noblest principles of journalism, and to cooperate with them in this field; in order to advance the standard of journalism by fostering a higher ethical code, thus increasing its value as an uplifting social agency; to encourage diversity among journalists; and to speak out on issues concerning freedoms of press and speech and the free flow of information, we establish this Constitution of the Florida Professional Chapter of the Society of Professional Journalists.

Section II: The objects of the chapter shall be:

a) To upgrade and protect the journalistic profession and its core values throughout Florida.
b) To assist high schools in strengthening their classes and courses in journalism.
c) To cooperate with and assist colleges and universities in throughout Florida in developing strong departments and schools of journalism.
d) To establish a scholarship fund.
e) To encourage diversity among journalists, and to develop a profession that is representative of the public it serves.
f) To inform and educate the public on issues concerning freedom of the press and freedom of speech, and to speak out on such issues.
g) To encourage freedom of information, and to preserve and protect public access to its government.
h) To support journalists fighting to maintain the First Amendment, the public’s access to government and the public’s right to know.
i) To support and encourage professional development and continuing education of journalists.

ARTICLE I

The name of the chapter shall be the Florida Professional Chapter of the Society of Professional Journalists.

ARTICLE II

Section I: The motto of the chapter shall be: He serves best who serves the truth.

Section II: The watchwords for the chapter shall be: Talent, Truth, Energy.

ARTICLE III

The badge of the chapter shall be the same as that prescribed for the Society.

ARTICLE IV

Membership in the chapter shall be extended only to those persons who meet the requirements of the chapter bylaws and Article Four of the national Society’s constitution.

ARTICLE V

Section I: The officers of the chapter shall be president, executive vice president, vice president for membership, vice president for programming, secretary and treasurer.

Section II: The officers shall be elected annually by those members in good standing as prescribed by the bylaws.

ARTICLE VI

This Constitution shall extend to and include all of the provisions of the Society’s Constitution, which apply to and govern professional members and chapters.

ARTICLE VII

Articles in this Constitution may be amended by the same methods as set forth for the bylaws.

BYLAWS

ARTICLE I: Definitions

Section I: “Chapter” as used herein shall refer to the Florida professional chapter of the national Society located in Florida.

Section II: The name of the chapter shall be the Florida Professional Chapter of the Society of Professional Journalists.

Section III: “Meetings” as used herein shall mean regularly scheduled or special meetings authorized by the board of directors.

ARTICLE II: Meetings of the Board of Directors

Section I: The chapter shall hold at least four meetings each fiscal year, but may hold additional meetings as deemed necessary by the chapter president.

Section II: Notice of meetings shall be posted and distributed to chapter members.

Section III:For the transaction of chapter business at any meeting of the board of directors, the required quorum shall be at least one-half of the voting members of the board of directors, unless otherwise mandated by a specifically applicable provision of the chapter constitution and bylaws. Members of the board of directors may fully participate in any meeting by telephonic or video conferencing upon verification of the member’s identity. When a percentage of votes of the board are specified by these bylaws, the number of votes required shall be rounded to the nearest whole number that complies with the specification (e.g., the number that is at least one-half of 13 is 7).

ARTICLE III: General Business Procedures

Section I: The operational and fiscal year for the chapter shall coincide with national SPJ, beginning Aug. 1 to July 30.

Section II:The bylaws may be amended by a majority of the voting members of the board of directors or by a two-thirds vote of members participating in an election. Any such amendments shall be presented at one meeting and ratified by a majority of votes cast by members in good standing at a properly noticed second meeting or through email or electronic voting. At least seven-business days notice should be given to the general chapter membership of the second meeting or electronic vote.

Section III: The day-to-day financial business of the chapter may be carried out by the treasurer or president or a designated officer, subject to the oversight of the president and board of directors. The board must approve all non-budgeted check or debit card transactions above $500.00.

Section IV: The president, treasurer or a board-approved officer shall be authorized to enter into routine contracts required to execute the legislative acts and directives of the board.
Any contract that might obligate the chapter for a period of time not to exceed 12 months shall require approval of a majority of the board of directors.

Section V:The financial records of the chapter shall be open to membership for inspection. Meeting minutes shall be publicly posted.

ARTICLE IV: Officers

Section I: The officers of the chapter shall be president, executive vice-president, vice president for membership, vice president for programming, secretary and treasurer. All terms are for one year. All must be professional members in good standing to be eligible to serve.

Section II: The president shall serve as the chief executive officer and chair the board of directors, appoint members to chair all standing committees and establish other committees as necessary. The president shall also be primarily responsible for calling meetings of the board of directors and meeting with and guiding any staff and the treasurer regarding day-to-day chapter business. No president shall serve more than three consecutive terms as president.

Section III: The vice president for programming shall chair the program committee, coordinate chapter activities, programs, meetings and help find facilities in consultation with the board of directors; and maintain a calendar of journalism and chapter-related activities for publication on the chapter Website.

Section IV:The vice president for membership shall chair the membership committee; coordinate member services and recruitment, and maintain a chapter roster.

Section V:The secretary shall maintain minutes and post minutes of all meetings of the chapter and board of directors; update Website content for chapter archives; be the chapter’s Quill correspondent and coordinate correspondence with the national headquarters of the names of the new officers and directors immediately after their election.

Section VI:The treasurer shall be the business manager for the chapter. The treasurer shall prepare the chapter’s annual budget, keep a current record of all receipts and disbursements, maintain chapter checking and savings accounts, submit financial statements at all regular board meetings.

Section VII: The board may appoint a Webmaster who may be a non-voting member of the board. The Webmaster shall be responsible for the publication of a regularly updated Website. The Website shall include notice of chapter and board meetings, board agendas, reports of board actions and news of general interest to the membership.

Section VIII: The board will also consist of one elected, voting student board member. Term is for one year.

ARTICLE V: Elections

Section I:Officers and other members of the board of directors shall be elected by simple majority vote of eligible chapter members, cast by ballot either in person and/or through electronic means and/or through absentee ballots. All ballots shall be tabulated at a meeting to be held prior to the close of a calendar year for a term that shall begin on Aug. 1 of the following year. This meeting shall be known as the annual election meeting of the chapter. In the event such a meeting cannot be held as a result of any emergency or other exigency, the current officers shall continue to serve until such time as a meeting of eligible chapter members may be practically held.  If the board fails to hold an election, chapter members may call for vote to appoint an impartial election officer to carry out the election in compliance with the bylaws. Enactment of this member-initiated election clause requires approval from at least 10 percent of chapter membership. This clause’s powers are limited to the annual election provisions of these bylaws. Upon completion of the member-initiated election, the new duly elected board will immediately be seated. Terms expire at the close of the same calendar year and the new board will operate in compliance with all provisions of these bylaws.

Section II:The president shall in advance of the annual election meeting of the chapter appoint a nominating chair to nominate a slate of candidates and prepare a summary of qualifications and positions being sought. This shall be provided at least 30-days in advance of an election to the membership on the chapter Website, via email and distributed at the annual election if ballots are to be cast. To be qualified to seek office all candidates for voting board seats must be professional members in good standing. In addition, any eligible chapter member may submit a nomination to the chapter by providing a summary of qualifications and positions to the chapter president at least 14 days in advance of the annual election meeting. Upon verification that the candidate is qualified to hold the seat being sought, the chapter shall publish the names of the candidates and their qualifications by the same method used to publish the official slate.

Section III:The election will be conducted by official ballot to be counted by at least two duly appointed election officials. In addition, the board of directors may contract on an annual basis with an electronic voting facility or election officer that can accept and close electronic or absentee voting at such time is necessary to provide results to election officials at least 24 hours in advance of the scheduled annual election meeting. Such voting results shall not be opened or tabulated until votes at the annual election meeting are cast and in the process of being counted.

Section IV: The executive vice-president shall take office as president if the incumbent for any reason, including death, resignation or removal for cause, vacates the office. The executive vice-president shall act as chair at any board meeting at which the president is absent. The executive vice-president shall generally assist the president in his or her role as the chief executive officer of the chapter. If the president and executive vice president are both unable to carry out their duties, executive power shall flow to the following officers, in order: the secretary, the treasurer, the immediate past president.

ARTICLE VI: Board of Directors

Section I: The legislative authority and general management, direction and planning of the Chapter shall rest with the board of directors, which shall consist of up to 13 dues-paying, current professional members of the local chapter, as well as, one elected, voting student board member.

Section II: Among the 13 professional voting members of the board of directors, shall be a president, executive vice-president, immediate past president (a non-elected seat), vice-president for membership, vice-president for programming, secretary and treasurer and six other professional members who shall serve as directors-at-large. All members of the board of directors shall be elected for one-year terms at an annual election meeting as provided herein.

Section III: The president of the chapter shall be the president of the board and shall preside at board meetings and have all powers customary to this position.

Section IV:The board of directors shall be responsible for these basic functions:

(1) membership and attendance
(2) regular and special meetings
(3) professional programs
(4) planning and budgeting
(5) convention representation, and
(6) cooperation with national headquarters in all matters furthering the programs and goals of the Society. This shall specifically include submission to national headquarters of financial and other reports required.

Section V:The board is empowered to meet at such times and places as a majority of its members shall deem necessary; all meetings shall be open to members in good standing. The president may also call a meeting at such time and place, as he or she may deem appropriate with adequate notice to the board members; he or she must call a meeting when so requested to do so by a majority of board members. In the event of a bona fide need for time-sensitive action, the president may call and conduct an unscheduled board meeting that waives previously laid out noticing requirements to general membership. The minutes shall be posted on the website and delineate reasons for the meeting and why it was necessary to waive or reduce notice.

Section VI: Any officer or director may be removed from office for negligence, malfeasance, or willful violation of this constitution, bylaws or the Society’s Code of Ethics. To do so, requires a two-thirds vote of the board. Prior to the vote to remove from office, the officer or director must be provided with a written notice of any cause for such removal at least 10 business days in advance of the board vote and provided an opportunity to respond to such statement of cause at a meeting of the board of directors. The board may operate with open seats.

Section VII:Any officer or board member who has three consecutive unexcused absences at board meetings may be removed by a two-thirds vote of the board.

ARTICLE VII: Membership

Section I:All members of the Society in good standing with the national Society shall be eligible for membership in this chapter. Those rules are set forth in Article Four of SPJ National bylaws.

They read:
Section I: There shall be five categories of membership: Professional and Retired Professional (sub-category of Household), Institutional (sub-category of Collegiate Institutional), Student, Post Graduate, and Fellow. A separate category exists for affiliates of the Society, known as Associates. Only members of professional and retired category shall be considered eligible members to vote on chapter business or for officers or board of directors members or to hold such positions, except there will be one voting student member of the board.
Section II: Professional and Retired Professional members shall be:
– those who are at the time of their initiation principally engaged in those activities specified in Article One, Section Two, of the National SPJ bylaws until they are no longer a member in good standing.
– Post Graduate members three years after college graduation, whether or not working in journalism as specified in Article One, Section Two, of the National SPJ bylaws who have elected to become professional members.
– Advisers to college or high school organizations involved in the gathering and dissemination of news.
– Full-time professional staff of the Society.
Section III: Household members are a sub-category of Professional membership. Household membership is limited to one of two Professional SPJ members residing at the same address. The Professional member will pay full professional membership dues. Household members will pay reduced membership dues as determined by the executive director.
Section IV: Institutional members shall be:
– Organizations identified with journalism, provided that the principal business (50 percent of revenue) of any corporation or corporate division seeking such membership shall be within the scope specified in Article One, Section Two of the National SPJ bylaws.
– College media outlets, under the sub-category of Collegiate Institutional membership.
– Institutional members shall not vote or hold office.
– Institutional membership shall be available at the national and an institutional member may support one or more chapters, subject to policies established by the national board of directors. Nominees for institutional membership shall be approved by the president of the chapter.
Section V: Student members shall be:
– Students who have a demonstrated interest in journalism or whose serious interests or career plans are within the scope of the Society as defined in Article One, Section Two of the National SPJ bylaws. These students must be in good standing as defined by their school.
– Persons who were student members who have left school before receiving a degree, for up to three years after leaving school.
– Professional members who have returned to school full-time.
Section VI: Post Graduate members shall be:
– Student members who have graduated.
– Recent graduates who have a demonstrated interest in journalism or whose serious interests or career plans are within the scope of the Society as defined in Article One, Section Two of the National SPJ bylaws.
Post Graduate members must become professional members within three years of graduation, or their memberships will be terminated. Members of the Society of Collegiate Journalists are eligible to join the Society of Professional Journalists as post graduate members immediately upon graduation from a college or university.
Section VII: Fellows of the Society of Professional Journalists shall be those on whom the Society wishes to confer high honor in recognition of their journalistic achievements.
– No more than three Fellows may be elected each year.
– Election shall be by the board of directors. Nominations for Fellows may be made by any chapter or member, and it shall be the board of directors’ to solicit nominations.
– A person elected to Fellowship who is not a member shall be initiated by the chapter designated by the board of directors, and the normal initiation requirements are waived in such instances. Dues are waived for one year.
Section VIII: Associates shall be:
– Persons not eligible for membership in the Society who support the goals of the organization.
– High school students at the rate established by the board of directors- Sponsored by a current member in good standing.
Section IX: Associates, Student members (except for the elected student member of the board), Household members and Institutional Members shall not vote, hold chapter office, be delegates to the national convention, nor be counted in determining the voting of the chapter. Appeals on eligibility can be made to the membership committee and then to the board of directors.

Section II: New members may be admitted to the chapter upon approval by the national Society or verification of eligibility by the vice president for membership for the chapter. The board may hold formal initiation for such members at its discretion.

ARTICLE VIII: Convention Attendance
Subject to budgetary limitations as determined by the board of directors, the chapter shall be represented at each national and regional convention by a delegate and / or an alternate elected by the board and in good standing with the national Society.

ARTICLE IX: Dues and Fees

Section I: The amount of local dues to be paid by each member of the chapter shall be fixed by the board of directors.

Section II:The board at its discretion may waive any fees or assessments.

Section III: A member who is delinquent in paying chapter dues more than 90 days may be dropped from the rolls. The board may assess additional reasonable fees before reinstating a member so dropped.

Section IV:Local dues and fees are in addition to those payable to the national Society.

Section V: The board of directors may assess a surcharge on nonmembers at chapter functions.

Section VI: The chapter should seek to spend a portion of its funds each year toward scholarships for graduating high school seniors, college students pursuing a career in journalism or professionals seeking advanced degrees or skills training.

ARTICLE X: Standing Committees

Section I: Chairs of these standing committees shall be appointed by the incoming president unless otherwise set forth by these bylaws. Terms are for one-year terms commencing Jan. 1: 1) membership, 2) programs, 3) student affairs and campus liaison, 4) freedom of information, 5) scholarship 6) ethics, 7) diversity, and 8) Sunshine State Awards. Additional committees can be established at the discretion of the president.

ARTICLE XI: Legal Defense Fund

Section I: The board may maintain a legal defense fund, the purpose of which shall be to provide the financial resources for the chapter to fulfill its role as a defender of First Amendment freedoms and the free flow of information. The fund may be used to assist any action, including litigation, to uphold freedom of information and open government, or to defend First Amendment freedoms. The fund may be used to monitor compliance with existing laws, for educational purposes, to maintain a freedom of information hotline or any similarly intended purpose.

Section II:Any appropriations from the fund must be approved by board action.

ARTICLE XII: General Powers

Section I: The board shall be empowered to correct any technical errors in the bylaws and constitution.

Section II: The board shall be empowered to enact such rules as necessary to implement these bylaws and conduct its business.

Section III: These amendments to the constitution and bylaws shall become effective immediately upon approval by the membership.