Constitution & Bylaws
Constitution and Bylaws
South Florida Chapter
of the
Society of Professional Journalists
As amended January 2007
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 South Florida Chapter of the Society of Professional Journalists.
Section II: The objects of the chapter shall be:
a) To upgrade wherever possible the journalistic profession in Monroe, Miami-Dade, Broward and Palm Beach counties and throughout Florida.
b) To assist Monroe, Miami-Dade, Broward and Palm Beach high schools in strengthening their classes and courses in journalism.
c) To cooperate with and assist colleges and universities in Monroe, Miami-Dade, Broward and Palm Beach counties in developing strong departments and schools of journalism.
d) To establish a scholarship fund for Monroe, Miami-Dade, Broward and Palm Beach counties.
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 South Florida Chapter of the Society for 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. (Amended 1985)
Section II: The officers shall be elected annually by those members in good standing and who are present at the election meeting in the manner prescribed by the bylaws. The election will be conducted by voice-vote for any and all races that are not contested by more than one candidate unless a member objects. If a member objects, or if there is a contested race, the election for that specific office will be held by secret ballot.
ARTICLE VI
This constitution shall extend to and include all of the provisions of the Society constitution which apply to and govern professional members and chapters.
ARTICLE VII
Articles may be amended only by a two-thirds majority of the members in good standing and who are present at the meeting in which the vote is taken. Such amendments shall be proposed at one meeting and voted on at a subsequent meeting, after at least 21 days’ notice of the proposed amendment has been given to the members by e-mail.
BYLAWS
ARTICLE I: Definitions
Section I: “Chapte” as used herein shall refer to the professional chapter of the national Society located in Monroe, Miami-Dade, Broward and Palm Beach counties.
Section II: The name of the chapter shall be the South Florida 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
Section I: It shall be the goal of the chapter to hold no fewer than six meetings in any fiscal year.
Section II: Notice of each meeting shall be sent by e-mail to each member of the chapter by the president, secretary or a designee. This will be done at least seven days in advance where practical. If a member does not have an e-mail address, they will be notified by postal mail upon specific request of the member in writing to the president, secretary or designee.
Section III: For the transaction of chapter business at any meeting, there shall be no quorum requirement except as otherwise mandated in the chapter constitution and bylaws.
New section IV: The operational and fiscal year for the chapter should coincide with the calendar year.
ARTICLE III: Business Procedures
Section I: The board of directors is empowered to transact business for the chapter, subject to the ratification of a majority of chapter members in good standing present at any meeting. The board can take binding action by e-mail or conference call if circumstances – in the board’s opinion — require it. This would not encompass changes to the bylaws or constitution.
Section II: Bylaws may be amended only by a majority of votes cast by members in good standing who are present at a meeting. Such amendments shall be presented at one meeting and voted on at a subsequent meeting, after at least seven days notice of the proposed amendments have been given to members by e-mail.
Section III: The financial business of the chapter shall be carried out by the treasurer. All checks must be signed by the treasurer or another authorized officer in his or her absence. The treasurer or authorized officer may pay expenses with a check debit card. The board may require its approval before the treasurer expends any funds.
Section IV: The financial records of the chapter and minutes of all meetings shall be open for inspection to members in good standing. Requests for inspection shall be made to the custodian(s) of such records and shall be made available, if practical, at the next chapter or board meeting.
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. (Amended 1985) All terms are for one year.
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 with the advice and consent of the board.
Section III: The vice president for programming shall chair the program committee, coordinate chapter activities, programs, meetings and facilities with the board of directors, and maintain a calendar of journalism and chapter-related activities for publication in 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 which shall be published and distributed to members at least once a year.
Section V: The secretary shall maintain minutes of all meetings of the chapter and board of directors; keep a record of the chapter constitution and bylaws and amendments, all activities, and copies of the Website content for chapter archives; maintain a current mailing list of chapter members; be the chapter’s Quill correspondent and coordinate correspondence with the national headquarters of the names of the new officers immediately after their election.
Section VI: The treasurer shall be the business manager for the chapter and shall have authority to sign contracts on behalf of the board. The treasurer shall keep a current record book of all receipts and disbursements, maintain chapter checking and savings accounts, submit financial statements at all regular board meetings, submit for publication in the chapter Website and annual financial report after the end of the fiscal year.
Section VII: The Webmaster shall be responsible for the publication of a regularly updated Website. The Website shall include notice of chapter and board meetings, reports of board actions that significantly affect the chapter and news of general interest to the membership. The secretary shall work with the vice president of membership in maintaining membership rosters and mailing lists. The Webmaster shall coordinate with the secretary in his or her duties as Quill correspondent.
Section VIII: Officers shall be elected by simple majority vote at a meeting, preferably prior to Nov. 15 of each year. Officers shall take office Jan. 1 of that year or immediately upon election.
Section IX: At least two months before the meeting at which the annual election is to take place, the president shall appoint a committee of three to five members to nominate a slate of officers and directors to be presented at the time of election. Any member can recommend a nominee to the committee for its consideration. Nominations may also be made from the floor by a member in good standing at the time of election. The nomination must be seconded to be valid. (See Section X.) The election will be conducted by voice-vote for any and all races that are not contested by more than one candidate unless a member objects. If a member objects, or if there is a contested race, the election for that specific office will be held by secret ballot.
Section X: 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 serve as a member of the nomination committee, and generally assist the president in his role as chief executive officer of the chapter.
Section XI: The treasurer, secretary, vice president for membership, vice president for programming, executive vice-president and immediate past-president may serve in any other board office.
Section XII: No president shall serve more than three consecutive terms.
Section XIII: Any officer or board member who has three consecutive unexcused absences at board meetings will be removed by a vote of the entire board.
ARTICLE V: Board of Directors
Section I: This chapter shall have a board of directors up to 12 members. It shall be responsible for the direction and planning of all chapter activities. The board can operate with open positions for any reason if the board so approves. (Amended 1985)
Section II: The board shall consist of the president, executive vice-president, immediate past president, vice-president for membership, vice-president for programming, secretary and treasurer and no more than five other professional members who shall serve as directors-at-large. All terms are for one year. If the immediate past president for any reason vacates the board, the position may be filled by a professional member who shall serve as a director-at-large until the term of the current president expires. In any case, the full complement of the board shall be 12; if a member serves in multiple offices, the vacancy thereby caused shall be filled by an additional director-at-large. The immediate past-president may simultaneously serve in another board position.
Section IV: The president of the chapter shall be the president of the board and shall preside at board meetings.
Section V: 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 membership rosters and financial and other reports required.
Section VI: 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 call a meeting; he or she must call a meeting when so requested by a majority of board members. At least a day’s notice of any meeting shall be given by e-mail to board members.
The board may meet without e-mailed notice to the membership for limited purposes deemed to be in the best interest of the Society. The minutes shall delineate reasons for the meeting and why it was necessary to waive notice. Five members of the board shall comprise a quorum. Discussions of such issues and votes can be held by a conference call or by email, but the secretary or president should keep a record of the proceedings and post them on the Website.
Section VII: A director or officer may be removed for cause by a two-thirds vote of the board of directors. No officer or director may be removed from office without written notice delineating the cause(s) for the action at least two weeks prior to such vote. For the purposes of this section, a certified letter mailed to the address of record for said officer or director shall be sufficient notice.
Vacancies among officers or directors, other than the president, due to death, resignation or for cause shall be filled by a majority vote of the directors present at any meeting and then ratified by a two-thirds vote of the members attending the next regularly scheduled chapter meeting. The executive vice-president shall become president if a vacancy for any reason occurs in that office. If there is no executive vice-president, the board shall convene at the earliest convenient date and designate one of its members to serve as chair. The board shall select by majority vote of directors present a president pro tempore who shall act as chief executive officer until the next regularly scheduled chapter meeting. If ratified by a two-thirds vote of members present at that meeting, the president pro tempore shall become president. If the chapter fails to ratify, the board shall convene again and elect another president pro tempore.
Section VIII: Any officer or board member who has three consecutive unexcused absences at board meetings will be removed by a vote of the entire board.
ARTICLE VI: Membership
Section I: All professional members of the Society in good standing with the national Society shall be eligible for membership in this chapter.
Section II: The vice president and membership director shall coordinate membership applications and propose new members for approval by a majority of the board of directors or general membership, and forward applications to the national headquarters.
Section III: Students eligible under national Society rules to join the chapter shall enjoy full membership privileges.
Section IV: New members may be admitted to the chapter after their approval by the national Society. The board may hold formal initiation for such members at its discretion.
ARTICLE VII: Convention Attendance
The chapter shall be represented at each national and regional convention by a delegate and / or an alternate elected by the chapter and in good standing with the national Society.
ARTICLE VIII: 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 where a fee is charged.
Section VI: A portion of the chapter dues shall be allowed to publish a Website, an annual roster to be distributed to members by April 1, and a copy of the chapter constitution and bylaws to be distributed to each new member upon installation.
Section VIII: A scholarship fund shall be established for specially designated projects. The chapter should spend a portion of its funds each year toward scholarships for graduating high school seniors and college students pursuing a career in journalism. No more than 15 percent of funds designated for this purpose shall be used for general fund administrative purposes.
ARTICLE IX: Standing Committees
Section I: Each fall, these standing committees shall be appointed by the incoming president with the advice and consent of the board for one-year terms: 1) membership, 2) programs, 3) education and campus liaison, 4) freedom of information, First Amendment, 5) scholarship selection, 6) ethics, 7) diversity, and 
Sunshine State Awards. The terms of committee members shall commence Jan. 1. Terms are for one year although they can be reappointed at the will of the president. The president can also appoint ad hoc committees to deal with issues as they arise.
Section II: The president shall appoint and chair an executive committee comprised of at least two other board members. The appointments can change depending on the issue and the availability of board members. The duty of the executive committee shall be to formulate positions on all issues involving freedoms of the press and speech and the free flow of information and to speak out on such issues as they pertain to South Florida when there is not enough time for the board of directors to meet. The committee may conduct business by telephone, facsimile machine, computer modem or other electronic devices as convenient. The committee shall disseminate statements on such issues to local news organizations.
ARTICLE X: Legal Defense Fund
Section I: The board shall ensure that it maintains some money as 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; provided, if a matter is deemed to be an emergency, the executive committee may act without a formal meeting in accordance with the procedures set forth in Article IX, Section II, i.e., by electronic means.
ARTICLE XI: 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.
