SPJ Foundation (formerly SDX Foundation)
Bylaws of the Society of Professional Journalists Foundation
Updated September 2019
Foreword |
Article One |
Two |
Three |
Four
Foreword
The Society of Professional Journalists 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.
Article One: Officers
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 members in good standing of the
Society of Professional Journalists or its successor.
Section Four
Officers of the Foundation may not serve concurrent terms as
officers or directors 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 Foundation Board of Directors.
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Article Two: Board of Directors
Section One: Membership
The Foundation Board of Directors shall consist of an unspecified number of members appointed by 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.
Section Two: Nominations
— Foundation directors who are appointed by the Society of Professional Journalists Board of Directors shall be nominated in a manner to be determined by the Society of Professional Journalists Board of Directors.
— Other Foundation directors shall be nominated in a manner to be determined by the Foundation Board of Directors.
Section Three: Elections
— Foundation directors who are appointed by the Society of Professional Journalists Board of Directors 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 of Directors 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 of Directors. 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 of Directors at least annually.
— The Foundation Board of Directors shall encourage and assist the Society of Professional Journalists Board of Directors 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 of Directors 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 Foundation Board of Directors. 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 Foundation Board of Directors shall notify the Society of Professional Journalists Board of Directors 14 days in advance of the time the Board may take such action.
Section Six: Frequency of Meeting
The Foundation 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.
Article Three: Amendment
Section One
These bylaws may be amended or repealed at any regular or special meeting
of the Foundation Board of Directors provided the notice of such meeting
of directors, or waiver of notice, thereof, shall contain a statement
of the substance of the proposed amendment or repeal.
The affirmative vote of two-thirds of the total number of
members of the Foundation Board of Directors 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 of
Directors. Notice shall be mailed to the
Society of Professional Journalists Board of Directors within
five (5) business days following action of the Foundation Board of Directors.
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Article Four: Indemnification
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 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 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 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 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.
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