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SPJ Foundation
Bylaws of the Society of Professional Journalists Foundation

Updated November 2023

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, grants scholarships, awards and prizes to encourage students and others to undertake journalism as a career, and promotes 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.

The Foundation supports news organizations and journalists confronted with violations of their rights under the First Amendment and federal, state or local law; and the Society of Professional Journalists’ efforts to advance press freedom at the national, state and local levels.

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Article One: Officers

Section One
The Foundation’s officers shall be president, one or more vice presidents, a secretary, a treasurer and an associate treasurer.

Section Two
The officers shall be elected to serve one-year terms by the Foundation Board of Directors (Foundation Board) 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 serve concurrent terms as directors of the Foundation, but they shall not serve concurrent terms as officers or directors of the Society of Professional Journalists or its successor.

Section Five
A chairperson of the Foundation Board may be appointed by the president of the Foundation to fulfill those duties as determined or delegated by the president. Membership in the Society of Professional Journalists is not a prerequisite for appointment.

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.

Section Seven: Succession
The vice president shall succeed to the office of the president in the event of a vacancy, an absence, or the incapacity of the president, for the duration of the president’s absence or incapacity, 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 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 recording and publishing the minutes of all Foundation Board 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, Foundation Board and the Board of Directors of the Society of Professional Journalists (Society Board) when requested. The treasurer may delegate certain responsibilities to an associate treasurer or 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. The Executive Director shall be responsible for the administration and investment operations and activities of the Foundation, subject to policies of the Foundation Board.

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Article Two: Board of Directors

Section One: Membership
The Foundation Board shall consist of the officers, no fewer than twenty (20) nor more than twenty-five (25) directors selected by the Foundation Board to serve three-year terms, and five (5) directors selected by the Society Board or its successor to serve one-year terms. If the Foundation Board amends these bylaws to increase or decrease the number of Foundation- or Society-selected directors, the number of directors appointed by the Society Board may not constitute a majority of the Foundation Board.

Section Two: Elections
— Directors selected by the Foundation Board shall be elected in a manner to be determined by the Foundation Board. Election of directors shall be staggered so that approximately one-third of them are elected annually. There shall be no limitation on succession of terms for Foundation-elected directors.

– Directors selected by the Society Board shall be elected in a manner to be determined by the Society Board.

Section Three: Duties
— The Foundation Board 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 Board at least annually.

– The Foundation Board shall encourage and assist the Society Board in carrying on activities of a professional nature in furtherance of its aims; enhance and strengthen the professional aspects of journalism; and defend press freedom.

Section Four: Executive Committee
The Executive Committee shall consist of the officers of the Foundation.

– It shall possess and may exercise all of the power of the Foundation Board while the board is not in session, except to the extent, if any, that such authority shall be limited by action of the Foundation Board, and except that the Executive Committee shall not have the authority to:

   – declare a board office vacant;
   – effect the sale, lease or other disposition of all or substantially all of the property and assets of the Foundation;
   – hire or fire the Executive Director.

– The Executive Committee will meet at the call of the president or of a majority of the members of the committee.

Section Five: Vacancy
— A vacancy in one of the five positions on the Foundation Board appointed by the Society Board may be filled by appointment made by the president of the Society of Professional Journalists. The member of the board so appointed shall serve until the next annual meeting of the Society Board.

– Any other vacancy on the Foundation Board may be filled by appointment of the president of the Foundation. The member of the board so appointed shall serve until the next meeting of the Foundation Board, at which time the Foundation Board shall elect a candidate for the unexpired term for which the predecessor was elected.

– The Foundation Board 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. Any person whose removal will be considered shall be notified 14 days in advance of the time the board may take such action. Further, if the director position is held by a director the Society Board appointed, the Foundation Board shall notify the Society Board 14 days in advance of the time the Foundation Board may take such action.

Section Six: Frequency of Meeting
The Foundation Board shall meet annually. Additional meetings shall be scheduled at the call of the president or of a majority of the members of the Foundation Board..

 

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Article Three: Amendment

Section One
These bylaws may be amended or repealed at any regular or special meeting of the Foundation Board, 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 shall be necessary for adoption of such amendment or repeal. Unless otherwise specified, amendment or repeal shall become effective at the adjournment of the meeting at which it was approved. Notice shall be transmitted to the Society Board within five (5) business days following action of the Foundation Board.

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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 the first paragraph 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 the first paragraph 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 of Incorporation, 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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