SPJ Foundation (formerly SDX Foundation)
Bylaws of the Sigma Delta Chi Foundation
Oct. 4, 2001
Foreword | Article One | Two | Three | Four
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.
Article One: Officers
The Foundations officers shall be president, one or more vice presidents, a secretary, a treasurer and an assistant secretary/treasurer.
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.
Officers of the Foundation must be active members of the Society of Professional Journalists or its successor.
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.
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.
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 Foundations 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 presidents 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.
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.
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 treasurers duties.
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.
Article Two: Board of Directors
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.
Article Three: Amendment
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.
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 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.