Chapter bylaws

Passed by the chapter membership 19 June 2002

Saturday, May 28, 2005

Article I - definitions

Section 1
"Chapter" as used herein shall refer to the Middle Tennessee Professional Chapter of the Society of Professional Journalists.
Section 2
The name of the chapter shall be the "Middle Tennessee Professional Chapter of the Society of Professional Journalists."
Section 3
"Meetings" as used herein shall mean regularly scheduled or special meetings authorized by the Board of Directors.

Article II - Board meetings

Section 1
There shall be at least three board meetings of the chapter each year. The times and places are to be fixed by the Board of Directors. The President of the chapter also shall be authorized to call meetings of the chapter and of the Board of Directors.
Section 2
The President of the chapter shall be the Chairman of the Board and shall preside at Board meetings. Section 3
In any instance where these bylaws do not spell out specific procedures for the actions of the Chairman during Board meetings, the Chairman shall conduct affairs of the Board in accordance with the latest edition of Robert's Rules of Order. In any instance where these bylaws contradict Robert's Rules of Order, these bylaws must take precedence.
Section 4
A quorum of the Board for the transaction of official business shall consist of half of the Board plus one additional member. However, in an emergency declared by the President, a small number of directors may make expedient decisions, subject to formal ratification by a quorum at the next regular meeting of the Board.

Article III - Officers

Section 1
The officers of the chapter shall be President, President-Elect, Immediate Past President, Treasurer, Secretary, Vice President/Programs, Vice President/Membership, Vice President/Freedom of Information, Editor/Newsletter and Editor/Web site. The officers shall perform the functions customarily associated with such titles. The President, President-Elect, Immediate Past President and Vice President/Programs shall be elected by the general membership of the chapter. These officers shall serve for one year or until a successor has been elected. They shall assume office July 1. Immediately after an election, either the retiring Secretary or incoming Secretary must notify National Headquarters of the names of the new officers and date they take office. The offices of Secretary, Treasurer, and editors of the newsletter and the Web site, because of the specialized nature of their duties, shall be elected by vote of the members of the chapter's Board of Directors. They shall assume office July 1. Their terms shall last for one year or until a successor has been elected.
Section 2
The President is authorized to appoint such committees and/or committee chairmen, as he/she deems necessary.
Section 3
Any member of the chapter may nominate themselves or another member as a candidate for a chapter office.
Section 4
The President of the chapter must be a working journalist at the time of his or her election to the office.

Article IV - Board of Directors

Section 1
This chapter shall have a Board of Directors of 20 voting members. The membership of the Board shall consist of the 10 incumbent officers of the chapter, as defined in Article III, Section I, along with 10 elected board members, who will be elected under the rules defined in Articles IV and V.
Section 2
The Board of Directors shall be responsible for these basic functions: (1) membership and attendance; (2) chapter meetings; (3) professional programs; (4) planning; (5) convention representatives; (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, the chapter's annual report to Headquarters, and any other financial and official reports required.
Section 3
All chairs of regular standing committees shall be entitled to make motions to the Board connected with reports of their committees or areas of responsibility, to participate in related discussions and to vote according to the provisions of Article IV.
Section 4
The 10 elected Board members shall serve terms of three years each or until their successors are elected. They will begin their terms on July 1 after their elections.
Section 5
The Board members shall come up for re-election on a staggered schedule. One group of four Board positions shall come up for re-election, then another three Board positions the next year, and then another set of three Board positions the third year.
Section 6
In the case of the election of 2002, the Board of Directors of the chapter shall vote to assign which Board positions will come due for re-election in 2003, which Board positions come due for re-election in 2004 and which board positions come up for re-election in 2005. All subsequent elections will follow this schedule.
Section 7
Upon recommendation of the President, any elected Board member who fails to attend three regularly scheduled consecutive meetings or five in a year without an excuse approved by the Board shall be considered to have resigned, upon a majority vote of a quorum of the members of the Board.
Section 8
Any member of the chapter may nominate themselves or another member as a candidate for a director's post.

Article V - Election Processes

Section 1
The process of electing the chapter President, President-Elect, Vice President/Programs, Vice President/Membership, Vice President/Freedom of Information, and board members shall begin with the President of the chapter creating a Nominating Committee. The President will name the members of the Nominating Committee and will decide how many people serve on it.
Section 2
The Nominating Committee will accept nominations for candidates for President, President-Elect, Vice-President/Programs, Vice President/Membership, Vice President/Freedom of Information and board member positions. Nominations can be made to the Nominating Committee by hand-submitted written letter, mailed letter, by online form or by electronic mail. The deadline for nominations and the date of the election shall be set by a vote of the Board of Directors.
Section 3
The names of the members of the Nominating Committee and a call for potential candidates shall be publicly stated to the chapter membership via the chapter newsletter and chapter Web site, and by any other communication method approved by the chapter President.
Section 4
The Nominating Committee shall round up the names of all the potential candidates and shall compile a list of all those who meet the eligibility requirements for their positions as set in Articles III and IV. The Nominating Committee shall then present the slate of candidates to the chapter's Board of Directors. The Board shall then vote to formally approve the slate of candidates.
Section 5
The names of the candidates and the date of the election shall be communicated by the Board to the chapter membership via the chapter newsletter, the chapter Web site, and any other means of communications approved by the chapter President.
Section 6
The new President, President-Elect, Vice-President/Programs, Vice President/Membership, Vice President/Freedom of Information and board members shall be elected by the chapter membership. The election shall be held at a general membership meeting. The winners must be chosen from among the slate of candidates for their positions, as compiled by the Nominating Committee in the method previously spelled out in this Article.
Section 7
The Nominating Committee shall also serve as an election committee to count votes, to certify results at a subsequent Board meeting, and to recommend as to matters of term, or to fill unexpired terms.
Section 8
Vacancies among Officers due to death, resignation or other cause shall be filled by a majority vote of the directors present at any meeting at which a quorum is present. Vacancies on the Board due to death, resignation or other cause shall be filled at the discretion of the board from the general membership.

Article VI - Memberships

Section 1
All members of the Society of Professional Journalists in good standing with the National Society shall be eligible for membership in the Middle Tennessee Professional Chapter.
Section 2
Any member may submit for nomination the name of a proposed new member, and it shall be the duty of the chapter's Vice President/Membership to determine whether the nominee is eligible for membership under the bylaws of the National Society. No person shall be accepted until his/her application for membership has been approved by the National organization.

Article VII - Chapter bylaws

Section 1
Bylaws of the chapter can be amended by a 60 percent vote of those members present and voting.
Section 2 [Approved by a vote of the chapter membership at a luncheon meeting Oct. 29, 2003]
In emergencies as declared by the chapter president, members of the board may cast votes by electronic means, including but not limited to electronic mail or conference call.