(rewritten November 2023)

ARTICLE 1: Name and Mission

Section 1: The name of this organization is the Society for Professional Journalism (hereafter referred to as SPJ).
Section 2: SPJ’s mission is to defend free speech, a free press, and the free flow of information.

ARTICLE 2: Members

Membership is open to anyone who pays dues to the national Society of Professional Journalists.

ARTICLE 3: Officers

Section 1: The officers of the chapter are the president, vice president, secretary, and treasurer. All must be professional members in good standing. Terms are for one year.

Section 2: The president is the CEO and chairs the board of directors, nominates members to chair committees, and establishes committees as necessary. The president calls meetings of the board of directors and monitors day-to-day chapter business.

Section 3: The secretary keeps and posts minutes of all meetings of the chapter and board of directors.

Section 4: The treasurer is the business manager for the chapter and, with the president, prepares the chapter’s annual budget, keeps a current record of all receipts and disbursements, maintains chapter checking and savings accounts, and submits financial reports at all regular board meetings.

ARTICLE 4: Board of Directors

Section 1: The board of directors is SPJ’s executive body. Its primary responsibility is to ensure SPJ’s fiscal integrity while offering educational programming in furtherance of its mission.

Section 2: The elected members of the board of directors are president, vice president, secretary, treasurer, and three directors at large. All members shall be elected for one-year terms at an annual election meeting and must be dues-paying professionals throughout their terms. The board may operate with open seats.

Section 3: The board also will consist of the immediate past president. This person may decline the position in which case the board may appoint an extra director at large for the year.

Section 4: The board will also consist of one voting student board member appointed by the board of directors. This one-year term is open to any student registered for college classes on the day of the election.

Section 5: Any board vacancy will be filled by a vote of the remaining board members. If the presidency is vacant, the vice president becomes president, and the board appoints a new vice president to fulfill the remainder of the one-year term. If the president and vice president are unable to carry out their duties, executive power flows first to the secretary, then to the treasurer.

Section 6: The board confirms or denies the president’s committee nominations and is authorized to appoint its own members and create committees it deems necessary.

ARTICLE 5: Meetings of the Board of Directors

Section 1: The president presides at board meetings and has all powers customary to the position. The board is empowered to meet at such times and places as a majority of its members deems necessary. The board will hold at least four meetings each calendar year.

Section 2: All meetings are open to members in good standing, with the exception of executive sessions to discuss legal, contractual, or personnel matters. Minutes will be posted on the SPJ website. Robert’s Rules of Order Newly Revised shall be the authority for all matters of procedure not specifically covered by these bylaws.

Section 3: The board shall make an effort to inform members of any scheduled meeting. Notice shall be posted in any way the board deems appropriate, including, but not limited to, an email newsletter, website, or social media channels.

Section 4: Any board member who has three consecutive unexcused absences at board meetings can be removed by a two-thirds vote of the board.

Section 5: Any board member can be removed from office for negligence, malfeasance, or willful violation of these bylaws or SPJ’s Code of Ethics. To do so requires a two-thirds vote of the board. Prior to the vote to remove from office, the board member must be provided written notice of cause at least 10 business days in advance and given an opportunity to respond at a board meeting.

ARTICLE 6: General Business Procedures

Section 1: The operational and fiscal year for the chapter is Aug. 1 to July 30.

Section 2: 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. Amendments will 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 electronic voting. At least seven business days notice should be given to the membership of the second meeting or electronic vote.

Section 3: The daily 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. The board must approve all non-budgeted transactions above $200. Financial records are open to members in good standing.

Section 4: The president, treasurer, or a board-approved officer is authorized to enter into routine contracts required to execute the board’s legislative acts and directives. All contracts require approval of a majority of the board.

ARTICLE 7: Elections

Section 1: The board is elected by simple majority vote of eligible members, cast by ballot either in person and/or through electronic means and/or through absentee ballots. All ballots are tabulated at a meeting to be held prior to the close of the calendar year for a term that begins on Jan. 1 of the following year. This meeting shall be known as the “annual election meeting.” In the event such a meeting cannot be held as a result of any emergency or other exigency, the current officers will continue to serve until such time as a meeting of eligible chapter members may be practically held.

Section 2: 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.

Section 3: In advance of the annual election meeting, the president will appoint a nominating chair to nominate a slate of candidates and prepare a summary of their qualifications and positions. At least 30 days in advance of an election, the slate and summary will be posted on the SPJ website and emailed to members.

Section 4: Any eligible chapter member may submit a nomination by providing a summary of qualifications to the 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, SPJ will publish the names of the candidates and their qualifications by the same method used to publish the official slate.

Section 5: The election will be conducted by official ballot to be counted by at least two duly appointed election officials. The board may also or instead contract with an electronic voting firm or election officer.

ARTICLE 8: Membership

Section 1: All members of the Society of Professional Journalists are eligible for membership in SPJ. Those rules are set forth in Article Four of the national bylaws of the Society of Professional Journalists.

Section 2: All SPJ members in good standing can vote, hold office, and review SPJ financial records.

ARTICLE 9: Dues and Fees

Section 1: The amount of local dues to be paid by each member is fixed by the board of directors.

Section 2: The board, at its discretion, may waive any fees or assessments.

Section 3: A member delinquent in paying dues for more than 90 days may be dropped from the rolls. The board may assess additional reasonable fees before reinstating a member so dropped.

Section 4: The board of directors may assess a surcharge on nonmembers at chapter functions.

Section 5: 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 training.

ARTICLE 10: Legal Defense Fund

Section 1: The board may maintain a legal defense fund to assist any action, including litigation, to uphold freedom of information, 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 2: Any appropriations from the fund must be approved by board action.

ARTICLE 11: General Powers

Section 1: The board is empowered to correct any technical errors in these bylaws and enact such rules as necessary to implement them and conduct its business.

Section 2: Amendments to the bylaws become effective immediately upon approval by the membership.