SOCIETY OF PROFESSIONAL JOURNALISTS
HOUSTON PROFESSIONAL CHAPTER
ARTICLE I — NAME OF THE CHAPTER
“Chapter” as used herein shall refer to the Houston Professional Chapter of the Society of Professional Journalists.
ARTICLE II — QUALIFICATIONS FOR MEMBERSHIP
Section 1 — All members of the Chapter must be members in good standing of the national Society of Professional Journalists (“Society”). Professional members will be assigned to the Chapter by the national headquarters based on geographic boundaries established by the national Society. A member of the Society in any membership category, other than a student member, located outside a Chapter’s boundaries may join the Chapter by filing a membership form and complying with all Chapter membership requirements including payment of Chapter dues.
Section 2 — Only members in good standing of the Chapter shall be eligible to vote in Chapter elections.
ARTICLE III — DUES
Section 1 — The amount of local dues to be paid by each member of the Chapter shall be fixed by the Board of Directors subject to ratification by the professional membership when the Board of Directors proposes to increase or decrease the annual dues.
ARTICLE IV — MEETINGS AND PROGRAMS
Section 1 — “Meetings” as used herein shall mean regularly scheduled or special meetings that are publicized or announced and approved by the Board of Directors.
Section 2 — The Board of Directors shall give notice when Chapter business is to be conducted at a regularly scheduled membership meeting or program at least seven days in advance by e-mail to members who have provided e-mail addresses and by U.S. Mail to all other members.
Section 3 — At a Chapter membership meeting or program a vote of a majority of the members in good standing who are present and voting shall be sufficient to approve any measure that requires a vote, except amendments to these Bylaws.
Section 4 — At a meeting of the Board of Directors a quorum consisting of a majority of the members of that body must be present to conduct any business.
Section 5 — Any action of the Board of Directors may be rescinded by a majority vote of the members in good standing present at a meeting of the Chapter membership if notice has been given in accordance with Section 2 above that the action previously taken by the Board of Directors shall be put to a vote of the membership at the meeting.
Section 6 — Robert’s Rules of Order shall be the parliamentary authority for all matters of procedure not specifically covered by these Bylaws.
Section 7 — All membership meetings and programs of the Chapter shall be on the record and open to coverage by any or all communications media on an equal basis. Coverage of programs of the Chapter shall be encouraged in order to acquaint the profession and public at large with the issues discussed by and before the Chapter membership. Individual guest speakers shall be apprised in advance that this is a Chapter policy.
Section 8 — All meetings of the Board of Directors shall be open to all members of the national Society, except that when action is required between regular meetings the Board of Directors may vote by electronic or other means. When the Board of Directors has taken action outside a regular meeting that body must ratify the action by a vote at the next regular meeting.
Section 9 — 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 meeting of the membership or the Board of Directors.
ARTICLE V — OFFICERS
Section 1 — The officers of the Chapter shall be:
PRESIDENT — The President shall be the chief executive officer and shall supervise and direct the business and affairs of the Chapter. The President shall see to it that the Chapter conforms to the requirements of the national Society. The President shall have the power to delegate such functions to other officers as necessary. The President shall have the power to create committees of officers, directors, members, or any combination thereof, to further the business and affairs of the Chapter. The President shall perform other functions customarily associated with such a title.
VICE PRESIDENT — The Vice President shall exercise the functions of the President in the absence or inability of the President, either temporarily or for the duration of the President’s term.
SECRETARY — The Secretary shall record the minutes of meetings of the Chapter membership and the Board of Directors, be custodian of Chapter records, maintain Chapter membership rolls, and maintain contact with the national Society. The Secretary shall perform such other duties as may be assigned by the President or Board, and provide all notices required by these Bylaws.
TREASURER — The Treasurer shall be the principal accounting and financial officer of the Chapter. The Treasurer shall be responsible for the financial books of account for the Chapter, will have custody of all Chapter funds and securities, and will make disbursements of funds in accordance with Chapter policies and at the direction of the Board of Directors. The Treasurer will perform all the duties incidental to the office.
IMMEDIATE PAST PRESIDENT — The Immediate Past President shall serve as an ex officio officer of the Chapter with voting rights.
Section 2 — If the President and 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.
Section 3 — Officers’ terms shall begin on October 1, and each shall serve for one year or until their successors have been selected and qualified.
ARTICLE VI — BOARD OF DIRECTORS
Section 1 — The Board of Directors is the decision-making body of the Chapter. It shall meet at least quarterly to conduct the Chapter’s business. The Board shall be made up of the President, Vice President, Secretary, Treasurer, and two, four, six or eight Directors who shall serve one-year terms, which shall be staggered.
Section 2 — Upon adoption of these Bylaws, the Board of Directors shall agree on a method for apportioning the lengths of terms of directors on the Board at the time so that one-half of the directors’ terms expire each year.
ARTICLE VII — ELECTIONS
Section 1 — There shall be an election annually in September to elect the officers as identified in Article V, Section 1 and Directors as identified in Article VI, Section 1.
Section 2 — In preparation for the annual election, in July the President shall appoint a Nominating Committee to prepare a slate of candidates for each officer and Director position to be filled. Chapter members who will be candidates in the election are prohibited from serving on the committee overseeing that election.
Section 3 — No later than 45 days before the start of balloting the Nominating Committee shall forward to the President a slate of qualified candidates for officers and Director positions for consideration by the Board of Directors.
Section 4 — Upon determination that each candidate is a member of the Chapter in good standing and qualified to serve in the position for which s/he has been nominated, the Board of Directors shall, at least 30 days before the start of balloting, publish the candidates’ names and qualifications for office to the Chapter membership.
Section 5 — Any Chapter member in good standing may nominate a candidate or candidates to run against the proposed slate. Nominations must be received by the Chapter President no later than 14 days before balloting is to begin, and must include a statement of the candidate’s qualifications to hold the office for which s/he has been nominated. Upon verification that a candidate nominated in this way is a member of the Chapter in good standing and qualified to hold the office sought, the Board of Directors shall, no later than 10 days before balloting is to begin, publish the names of candidates and their qualifications by the same method used to publish the official slate.
Section 6 — Voting using electronic means and/or U.S. Mail shall commence on a date determined by the Nominations Committee and continue until 11:59 p.m. on a date determined by the Nominations Committee, and shall include ballots sent by U.S. Mail postmarked no later than a date set by the Nominations Committee.
Section 7 — All Chapter members in good standing are eligible to vote.
Section 8 — No later than a date determined by the Nominations Committee, a committee appointed by the President shall count the ballots and report the results of the election to the Board of Directors, which shall publish the outcome of the election to the members.
Section 9 — If there are more candidates for Director positions than the number of seats to be filled, the first seat will be filled by the candidate who received the largest number of votes, the second seat will be filled by the candidate who received the second largest number of votes, and so on until all seats have been filled.
ARTICLE VIII — FILLING UNEXPIRED TERMS
Vacancies among Officers, other than the President, due to death, resignation or other cause shall be filled by a majority vote of the Chapter officers and directors present at any meeting at which a quorum of the officers and directors is present. Officers appointed under this section shall serve until the next Chapter election. Directors appointed under this section shall serve the unexpired term of the person s/he replaced.
ARTICLE IX — REMOVAL FROM OFFICE
Section 1 — It shall be grounds for removal from office if any officer or board member has failed to attend three regularly scheduled, consecutive meetings without an excuse approved by the Board of Directors.
Section 2 — Upon recommendation of the President, and after giving at least seven days’ notice to the officer or board member, upon a vote of two-thirds of the remaining officers and directors at the next regular meeting of the officers/Board of Directors, the officer or board member shall be removed from office.
ARTICLE X — AUDITS
Section 1 — The Chapter shall conduct a review of its finances at least once a year. The Treasurer shall present all relevant financial records to an Audit Committee consisting of three Chapter members who are neither officers nor board members for this review.
Section 2 — The Audit Committee may recommend to the Board of Directors that an outside firm be hired to conduct a formal audit. The President will authorize the Audit Committee to arrange an outside audit.
ARTICLE XI — COMMITTEES
The President is authorized to appoint such committees as s/he deems necessary. Except as the bylaws specifically prohibit, chairmen of the committees may be officers, directors or regular Chapter members. Committees should address professional development membership as well as the Society’s core missions such as Freedom of Information, Ethics and Diversity. As suggested by other articles of the bylaws, Nominating and Audit committees are required committees.
ARTICLE XII — CONVENTION ATTENDANCE
Section 1 — The Chapter shall be represented at each National Convention and Regional Conference by at least one delegate and alternate elected by the Board of Directors from among the Chapter’s members in good standing.
Section 2 — The Chapter will strive to defray travel costs and registration fees for delegates who attend the Convention.
ARTICLE XIII — DISBANDING THE CHAPTER
Upon the decision to terminate the Chapter, whether by dissolution, disbandment, revocation pursuant to the national Bylaws, or otherwise, any remaining Chapter funds shall be distributed to an adjoining active Society Chapter then in good standing, to the Society or to the Sigma Delta Chi Foundation, as directed by the Chapter’s governing body, or, in the absence of action within 60 days of termination by the local governing body, by the Board of Directors of the national Society.
ARTICLE XIV — AMENDMENTS
Section 1 — Amendments to these Bylaws may be proposed by the Board of Directors at a regular meeting of the Board of Directors, or by no fewer than two-thirds Chapter members in good standing. Regardless of whether the Board of Directors agrees with the proposal, they must present the proposal to the membership for a vote no later than the next annual election of officers. The Board of Directors must provide members the text of the proposed amendment(s) at least 60 days before balloting is to begin. If the Board of Directors opposes the proposed amendment(s) they may issue a statement explaining their reasons for opposition and/or alternative amendments, and circulate their report at least 30 days before balloting is to begin.
Section 2 — To become effective, proposed amendments must receive a two-thirds vote of the Chapter members in good standing voting in accordance with procedures set out in Article VII (Elections) above.
Section 3 — Amendments become effect immediately, unless otherwise specified.
BYLAWS APPROVED BY HOUSTON PRO CHAPTER
July 13, 2012