The Sigma Delta Chi Foundation is a nonprofit corporation organized in 1965
under the laws of the State of Illinois. The Foundation functions in a supporting
relationship to the Society of Professional Journalists, a publicly supported
organization.
The Foundation aids in the conduct of journalism research, the granting of
scholarships, awards and prizes to encourage students and others to undertake
journalism as a career and to promote high standards in the conduct of journalistic
enterprise.
The Foundation conducts forums or seminars generally open to the public on
matters of journalistic and public interest and aids in the publication and
dissemination of journals, newsletters and similar publications in furtherance
of its purpose.
Section One
The Foundation’s officers shall be president, one or more vice presidents,
a secretary, a treasurer and an assistant secretary/treasurer.
Section Two
The officers shall be elected to serve one-year terms by the Foundation Board
of Directors at its annual meeting, except that the president shall be elected
to serve a two-year term.
Section Three
Officers of the Foundation must be active members of the Society of Professional
Journalists or its successor.
Section Four
Officers of the Foundation may not serve concurrent terms as officers, directors,
or members of the executive committee of the Society of Professional Journalists
or its successor.
Section Five
A chairman of the Foundation Board of Directors may be nominated from time
to time by the President of the Foundation Board to fulfill those duties as
determined or delegated by the President of the Foundation. Membership in the
Society of Professional Journalists is not a prerequisite for nomination.
Section Six
The president of the Foundation shall be its chief executive and shall preside
at Foundation Board meetings. The president is authorized to assign duties to
the Foundation’s paid staff, as the president deems necessary and in fulfillment
of direction from the Foundation Board of Directors.
Section Seven: Succession
The vice president shall succeed to the office of the president in the event
of a vacancy, such as the incapacity of the president, for the extent of the
president’s unexpired term, or until such time as the directors shall elect
a new president at their next scheduled meeting.
— In the event the Foundation Board of Directors elects multiple vice presidents,
the officers shall be designated numerically as first vice president, second
vice president, etc.
— The right of succession to the office of president in the event of vacancy,
absence or incapacity shall follow the numeric progression from first vice
president to second vice president, etc.
Section Eight
The secretary shall be responsible for the recording and approval of the minutes
of all Foundation Board of Directors meetings. The secretary may delegate the
performance of these duties but shall remain responsible for the timely completion
thereof no later than one month following the adjournment of the meeting.
Section Nine
The treasurer shall be responsible for an accounting of all receipts and disbursements,
assets and liabilities and shall report to the president, board of directors
and the governing members when requested. The treasurer may delegate certain
responsibilities to paid staff in the completion of the treasurer’s duties.
Section Ten
The Executive Director of the Society of Professional Journalists, or its successor,
shall serve as a nonvoting Assistant Secretary/Assistant Treasurer of the Foundation
Board. He or she shall be responsible for the administration and investment
operations and activities of the Foundation, subject to policies of the Board
of Directors of the Foundation.
Section One: Membership
The Foundation Board of Directors shall consist of an unspecified number of
members of the Board of Directors of the Society of Professional Journalists
or its successor and a minimum of a like number of additional Directors plus
one. The number of directors elected from membership of the Board of Directors
of the Society of Professional Journalists shall be at the discretion of the
Board of Directors of the Society of Professional Journalists, but the number
shall not constitute a majority of the Foundation Board of Directors.
Section Two: Nominations
— Foundation Directors who are elected from among members of the Society of
Professional Journalists board shall be nominated in a manner to be determined
by the Society of Professional Journalists board.
— Other Foundation Directors shall be nominated in a manner to be determined
by the Board of Directors of the Foundation.
Section Three: Elections
— Foundation Directors who are elected from the Society of Professional Journalists
board shall be elected for one-year terms. Election shall take place during
the annual meeting of the governing members.
— The Society of Professional Journalists board shall elect other Foundation
Directors for three-year terms. Election of these directors shall be staggered
so that approximately one-third of these directors are elected annually by
the Society of Professional Journalists board. There shall be no limitation
on succession of terms for other directors.
Section Four: Duties
— The Foundation Board of Directors shall be the executive body of the Foundation
and shall have the responsibility of maintaining the fiscal integrity of the
Foundation. It shall determine its own rules of procedure, but its acts shall
be reported to the Society of Professional Journalists board at least annually.
— The board of directors shall encourage and assist the Society of Professional
Journalists board in carrying on activities of a professional nature in the
furtherance of their aims, and to enhance and strengthen the professional
aspects of journalism.
Section Five: Vacancy
— A vacancy on the Foundation Board of Directors may be filled by appointment
of the president of the Foundation Board of Directors. The member of the board
so appointed shall serve until the next meeting of the Board of Directors
of the Society of Professional Journalists, at which time the Society of Professional
Journalists board shall choose a candidate for the unexpired term for which
the predecessor was elected.
— The Foundation Board of Directors may declare any office or position of
any director vacant if the board determines the incumbent has failed to perform
the duties of the office. Such action shall require approval of three-fourths
of the members of the board. Any person whose removal will be considered shall
be notified 14 days in advance of the time the board may take such action.
Further, the board of directors shall notify the Society of Professional Journalists
board 14 days in advance of the time the board may take such action.
Section Six: Frequency of Meeting
The board of directors shall meet annually. Additional meetings shall be scheduled
at the call of the president or of a majority of the members of the board.
Section One
These bylaws may be amended or repealed at any regular or special meeting of
the Board of Directors of the Foundation provided the notice of such meeting
of directors, or waiver notice, thereof, shall contain a statement of substance
of the proposed amendment or repeal. The affirmative vote of two-thirds of the
total number of members of the Board of Directors of the Foundation shall be
necessary for adoption of such amendment or repeal. Amendment or repeal would
become effective in 30 days unless rejected by a simple majority of the Society
of Professional Journalists board. Notice shall be mailed to the Society of
Professional Journalists board within five (5) working days following action
of the Foundation Board of Directors.
Section One: Authorization
— In the event that any person who was or is a party or is threatened to be
made a party to legal action by reason of the fact that such person is or
was a director, officer, employee or agent of the corporation, then the Foundation
shall determine or cause to be determined whether indemnification is proper
in the circumstances and, to the extent that it is so determined that such
indemnification is proper, the person claiming such indemnification shall
be indemnified.
— Expenses, including attorneys’ fees, incurred by a trustee, director,
officer, employee, or agent in defending any civil or criminal action, suit
or proceeding referred to in Paragraph A of this Section may be paid by the
Foundation as they are incurred in advance of the final disposition of such
action, suit or proceeding, as authorized by the directors in the specific
case upon receipt of an undertaking by or on behalf of the trustee, director,
officer, employee or agent to repay such amount if it ultimately is determined
that such person is not entitled to be indemnified by the Foundation as authorized
in this Article.
— The indemnification authorized by Paragraph A of this Section shall not
be deemed exclusive of, and shall be in addition to, any other rights granted
to those seeking indemnification, pursuant to the Articles, Bylaws, any agreement,
vote of members or disinterested directors, or otherwise, both as to action
in their official capacities and as to action in another capacity while holding
their offices or positions, and shall continue as to a person who has ceased
to be a trustee, director officer, employee or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a person.
Section 2: Insurance
The Foundation may purchase and maintain insurance for or on behalf of any
person who is or was a director, officer, employee, agent or volunteer of the
Foundation, or is or was serving at the request of the Foundation as a trustee,
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.
Section 3: Limitation
Anything to the contrary notwithstanding, the Foundation shall not indemnify
directors or officers or other persons or entities, pay their expenses in advance
or pay insurance premiums on their behalf if the Foundation is classified as
a private foundation as defined in Section 509(a) of the Internal Revenue Code
of 1986, as amended (or the corresponding provision of any future United States
internal revenue law) and such indemnification payment, advance expense payment
or payment of insurance premium would constitute a violation of any provision
of said Code applicable to a private foundation. Nor shall the Foundation indemnify
directors or officers or other persons or entities, pay their expense in advance
or pay insurance premiums on their behalf if such indemnification payment, advance
expense payment or payment of insurance premium would constitute a violation
of Section 4958 of said Code.
Society of Professional Journalists
