Bylaws...

The Atlanta Press Club, Inc.
Constitution and Bylaws

Article 1 - Objects of the Club

The object of The Atlanta Press Club, Inc. (“the Club”) is to promote journalism and the allied professions.  The Club will operate exclusively for educational, charitable and social purposes, and will neither conduct business to make a profit nor take any action which governing corporate or tax law or regulations prohibits to nonprofit associations.

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Article 2 - Members

Section 1.  The Club membership shall consist of men and women whose activities and achievements qualify them in one of the following membership categories:

A. Journalist Members
1. Persons principally engaged in gathering or editing news for distribution to the general public;
2. Supervisors and executives at organizations employing persons engaged in gathering and editing news for distribution to the general public.
3. Person must spend at least 80% of their professional time in journalistic endeavors
4. Authors will be placed in the Journalist category.

B. Educator Members.  Teachers of newsgathering and editing skills at accredited educational institutions.

C. Associate Members
1. Persons who represent public relations firms, trade associations, or other organizations, and who are in frequent contact with news media on a public relations or public information basis.
2. Persons engaged in the creation of advertising using copy, writing, layouts or similar skills;
3. Persons no elsewhere described whose applications for membership have been considered on an individual basis, and have been recommended by the Membership Committee and approved by the Board of Governors of the Club (“the Board.”)

D. Student Members.
1. Persons enrolled as students in accredited departments or schools of journalism in higher education institutions.
2. Recent college graduates may stay at the student rate for 6 months after graduation. After that they must be moved to a different category or reapply at a later time.

E. Retired Members.  Persons who are no longer employed or engaged in business and who immediately prior to retirement were qualified to be Journalist or Associate members.

F. Affiliate Members.  Any journalist or public relations professional working outside of the Metro Atlanta area qualifies for membership dues at a reduced price for both Journalist and Associate categories.  Cities included in this classification are Macon, Columbus, Albany, Augusta and Savannah.  The Board of Directors will make the final discretion concerning which locations qualify as “outside of the Metro Atlanta area.

G. Public Sector/ Nonprofit. Public relations professionals who are principally employed by a governmental entity, including, but not limited to, a not-for-profit educational institution, public charity, or 501(c)(3) organization.

Section 2.  A person shall remain a member so long as he or she has paid the membership dues required of him or her.  A person who is delinquent in paying his or her dues is no longer a member, may not vote, and may become a member by reapplying for membership.

Section 3.  A member who is no longer qualified under the category of membership in which he or she had been a member shall either: (1) apply for, be accepted, and pay dues as a member in a category as to which he or she then qualifies; or (2) no longer be a member of the Club.

Section 4. The Board has final authority and discretion in determining the eligibility of applicants for membership, and its decisions shall not be appealable.  The Board shall attempt to maintain a ratio of at least two Journalist members for each Associate member, and may take this into account in deciding whether or not to accept additional Associate members.

Section 5.  No applicant for membership shall be discriminated against on the basis of race, color, creed, gender or religion.

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Article 3 - Board of Governors

Section 1.  The affairs of the Club shall be managed by a Board of Governors, which shall consist of the Officers of the Club plus not less than three other members, one of whom shall be the immediate past president of the Club if such person wished to so serve.

Section 2.  The number of members of the Board shall be established from time to time by the then-existing Board, provided that there shall not be less than three members in addition to the Officers of the Club, and provided that there shall be no more than three members of the Board who are not Journalist members as defined in Article 3.

Section 3.  The President of the Club shall serve as Chair of the Board.

Section 4.  Board members shall be elected to vacant Board positions by vote of the membership of the club at the Club’s Annual Meeting (see Article 7 concerning voting) and shall serve for three-year terms unless they resign, are no longer are members of the Club, or otherwise become unqualified to serve on the Board (for example, by reason of a change in membership category.)  Board members may be re-elected.

Section 5. Every board member must also be a member of the Atlanta Press Club. If they are not currently a member when elected to the board, they must join the Atlanta Press Club when they accept the board position. Every board member must renew their membership with the Atlanta Press Club each year that they are on the board.

Section 6.  If a Board position becomes vacant for any reason other than the expiration of the position holder’s term as Board member, the remaining Board may either: (1) abolish the vacant position; or (2) elect a new Board member by vote of the Board to fill the remaining term of the vacant position.

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Article 4 - Officers

Section 1.  The Officers of the Club shall be a President and such other positions as the Board may from time to time establish.  The Board at any time may abolish any position other than President or Treasurer.

Section 2.  The Officers of the Club shall have the powers such officers commonly have, except to the extent the Board from time to time has expanded or restricted any powers of an Officer, and except to the extent limited in Article 9.

Section 3.  Each Officer shall be either a Journalist, Associate, Educator or Public Sector/ Nonprofit member, except the President shall be a Journalist member, and except that if the Board creates any position other than Treasurer, the Board can require that such position be filled by a Journalist member.

Section 4.  Officers shall be elected by vote of the membership of the Club at the Club’s Annual Meeting (See Article 7 concerning voting) and shall serve for one-year terms, unless they resign, are no longer are members of the Club, or otherwise become unqualified to serve in the office to which they have been elected or appointed (for example, by reason of a change in membership category.)  Officers may be re-elected.

Section 5.  If an Officer position becomes vacant for any reason other than the expiration of the office holder’s term as an Officer, the remaining Board may either: (1) abolish the vacant position (except that the positions of President, Secretary and Treasurer cannot be abolished;) or (2) elect a new Officer by vote of the Board to fill the remaining term of the vacant position.

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Article 5 - Committees

Section 1. The Club will have the following standing committees: Membership, Programs, Scholarships, First Amendment and Debates.

Section 2.  The Board may establish and abolish such standing or other committees as it sees fit.

Section 3.  The President shall appoint and can dismiss a person as Chair of each committee.  Any person who is a Journalist, Associate, Retired, Educator or Public Sector/ Nonprofit member is qualified to serve as a Chair or Co-Chair of a committee whether or not the person is a member of the Board.  The President and the Chair can appoint and dismiss committee members.  All members are qualified to be committee members.

Section 4.  Every committee is a committee of the Club and not of the Board, and shall have such powers as the President or the Board assigns to it, subject to the limitation on authority in Article 9.

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Article 6 - Meetings and Voting

Section 1. An Annual Meeting of the Club shall be held each year at a date determined by the Board.

Section 2.  At the Annual Meeting, the Board shall present to the membership the Board’s nominees to fill vacant Board positions and to fill Officer positions.  Any Journalist or Associate member may nominate from the floor another qualified person, provided the nominee has consented in writing to serve and such consent has been delivered to the Board prior to the Annual Meeting.  All positions to be filled shall be filled by the qualified persons receiving the greatest number of votes from the qualified voters present in person and voting, provided a quorum is present.  Voting shall be by open acclamation.

Section 3.  Special meetings of the Club shall be held if:  (1) twenty-five or more members petition the Board in writing for Special Meeting, which such petition shall state the purposes for which the Special Meeting is requested; (2) a majority of the Board votes to call a Special Meeting for particular purposes; (3) the President notifies the Board that he or she wishes to call a Special Meeting for particular purposes.  In any such event, the Board shall establish a time and place for the Special Meeting, which shall be held no less than ten days after sending written notice to the members specifying the time, place, and purposes of the Special Meeting.  The Special Meeting can consider only those matters, which are within the stated purposes of the Meeting. 

Section 4.  Journalist and Associate members (who are current in their dues) may vote on Club matters at the Annual and any Special Meetings.  Voting must be done in person and not by proxy.  Unless otherwise specified in these Bylaws or by law, questions will be decided by a vote of the majority of the qualified voters who vote, provided a quorum is present.  A quorum at any Annual or Special Meeting will exist if ten (10%) percent of Journalist members are present.

Section 5.  The Board shall meet whenever a meeting is called by the President or four members of the Board.  The Board may consider any business put before it by any member of the Board.

Section 6.  Unless otherwise required by these Bylaws or law, questions will be decided by a vote of the majority of the Board members who vote, provided a quorum is present.  A quorum at a Board meeting will exist if one-third of the Board members are present.

Section 7.  Notices of all meetings of the Club or of the Board shall be given in such a manner as the Board determines from time to time, unless the law or another section of these Bylaws imposes other requirements.

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Article 7 - Dues

Section 1.  The Board shall establish from time to time such application fees and dues as it sees fit for each category of membership.

Section 2.  The Board, in special circumstances, by two-thirds vote may waive or reduce application fees or dues for particular persons on a case by case basis.

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Article 8 - Limitations on Authority; Indemnification

Section 1.  Notwithstanding any other provision of this Bylaw or of law, no Officer, Board member, member of the Club, or agent or employee of the Club has the power, right, or authority to incur or commit to an obligation on behalf of the Club in excess of two thousand dollars ($2,000.00) without prior, specific, expressed written authorization of the Board.

Section 2.  The Club shall indemnify, defend, and hold harmless, to the full extent allowable by law, each Officer and Board member for actions and inactions taken by each Officer or Board member on behalf of the Club or in the course of performing duties for the Club, provided that there shall be no indemnification, defense, or holding harmless:  (1) of an Officer or Board member who has exceeded the limitation of authority set forth in Section 1 of this Article; or (2) of an Officer or Board member beyond the coverage provided, if any, in any insurance policy purchased by the Club.  The foregoing does not require or imply that the Club shall or should carry any insurance, which provides indemnification, defense, or holding harmless.

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Article 9 – Gifts to the Press Club

Section 1.  The Atlanta Press Club accepts no gifts or contributions intended, or which might appear to be intended, to influence the news coverage of any event or issue. 

Section 2.  The Club may accept contributions and in-kind gifts, which support and enhance its programming and administration.

Section 3. The Board shall be notified of all gifts and contributions made to the Club, and the Board may refuse to accept or return any gift or contribution which the Board deems inappropriate.

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Article 10 - Amendment

These Bylaws may be modified by two-thirds vote of the Board, or, if prior notice of the proposed revision has been given with the written notice of the Annual Meeting, by two-thirds vote of the Journalist members at an Annual Meeting.

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