Articles of Incorporation and Amendments of The Atlanta Press Club, Inc.
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.
The Atlanta Press Club is a publicly supported organization described in Internal Revenue Code Section 509(a)(1) or Section 509(a)(2) or Section 509(a)(3), and which is exempt from Federal income taxes under Internal Revenue Code Section 501(a) as an organization described in Internal Revenue Code Section 501(c)(3).
The Atlanta Press Club shall maintain a registered office in Atlanta, Georgia, and shall have a registered agent whose address is identical with the address of such registered office, in accordance with the requirements of the Georgia Nonprofit Corporation Code.
Article 2 – Members
Section 1. The Club membership shall consist of individuals whose professional qualifications and character, in the judgment of the Board, warrant their acceptance and continued membership in one of the following categories:
- Persons principally engaged in gathering or editing news for distribution to the general public;
- Supervisors and executives at organizations employing persons engaged in gathering and editing news for distribution to the general public;
- Person must spend at least 80 percent of their professional time in journalistic endeavors.
- Authors who generate at least 80 percent of their work product from writing books of any genre that are published.
- Teachers of communications and journalism at accredited educational institutions.
- 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;
- Persons engaged in the creation of advertising using copy, writing, layouts or similar skills;
- Persons not described elsewhere 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”).
- Persons enrolled as students in accredited departments or schools of journalism in higher education institutions.
- Recent college graduates may stay at the student rate for three years after graduation. After that they must be moved to a different category or reapply at a later time.
- Persons who are no longer employed or engaged in business.
- Any journalist or professional working outside of the Metro Atlanta area qualifies for membership dues at a reduced price for both Journalist and Associate categories. The Board of Directors will make the final discretion concerning which locations qualify as “outside of the Metro Atlanta area.”
- 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. Subject to the provisions of the other Sections of this Article, 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 in decisions related to continuing membership, and its decisions shall not be appealable. The Board shall attempt to maintain a majority of the membership as Journalist members, and may take this into account in deciding whether or not to accept additional members.
Section 5. No applicant for membership shall be discriminated against on the basis of race, color, creed, gender or religion.
Section 6. The Board may, at any time, in its discretion and upon approval by a majority of the full board, revoke an individual membership. Voting must take place in person or via phone. Voting may not be proxy. No membership shall be revoked on the basis of race, color, creed, gender, religion or any other criteria protected by state or federal law.
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 Chair 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 twenty percent of the membership of the Board who are not Journalist or Educator members or serving as Treasurer, as defined in Article 2, as of each annual meeting.
Section 3. The Chair of the Club shall lead the Board.
Section 4. Board members shall be elected to vacant Board positions by vote of the Board of Governors and shall serve unless they resign, are no longer members of the Club, are no longer meeting Board expectations, or otherwise become unqualified to serve on the Board (for example, by reason of a change in membership category.) Board members serve two-year terms. There are no term limits. Board members may be re-elected at the end of a two-year term if they have met Board expectations. There shall be a category of board member known as a Board Member Emeritus who is nominated and elected by the board of directors. Board member emeritus is a select group and shall be chosen from retiring board members who have served on the APC board of directors in the Chair role with distinction and excellence.
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. Board members 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, the remaining Board may either: (1) abolish the vacant position, provided compliance with Section 2 of this Article; or (2) elect a new Board member by vote of the Board
Section 7. No Board member shall receive, directly or indirectly, any salary or compensation but may, by resolution of the Board of Governors, be reimbursed for such expenses as the Board deems appropriate. Board members who perform services for the organization may receive compensation for those services.
Article 4 – Officers
Section 1. The Officers of the Club shall be a Chair and Treasurer and such other positions as the Board may from time to time establish. The Board at any time may abolish any position other than Chair 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 8.
Section 3. Each Officer shall be either a Journalist, Associate, Educator or Public Sector/ Nonprofit member, except the Chair 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 6 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 Chair 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.
Article 5 – Committees
Section 1. The Club will have the following standing committees: Membership, Programs, Scholarships/Internships and Debates.
Section 2. The Board may establish and abolish such standing or other committees as it sees fit.
Section 3. The Chair of the Board 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 Chair of the Board and the committee 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 Chair or the Board assigns to it, subject to the limitation on authority in Article 9.
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 Officer positions. Any member current in their dues 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 Chair 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. All 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 Chair 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. The Board may choose to hold votes electronically if it is not feasible to get a quorum together in a timely manner.
Section 8. 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.
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.
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.
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.
Section 4. The Board will follow its Conflict of Interest Policy when determining if a gift is appropriate to accept.
Article 10 – Miscellaneous
Section 1. In the event of a dissolution of the Atlanta Press Club, to the extent allowed under applicable law, all of the assets of the Club shall be distributed to, or its assets shall be sold and all of the proceeds distributed to, another charitable organization organized and operated for the same or similar purpose for which this Club is organized and operating, or to one or more corporations, funds, or foundations organized and operating exclusively for charitable or educational purposes which shall be selected by the Board of Directors, provided, however, that any such recipient organization(s) shall at that time qualify as exempt from taxation under Section 501(c)(3) of the Internal Revenue Code.
Section 2. The Club shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Governors.
Section 3. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on an other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article 11 – 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.