Updated: March 1, 2015
BY-LAWS OF JOURNALISM EDUCATION ASSOCIATION OF NORTHERN CALIFORNIA
A California Non-Profit Public Benefit Corporation
Article I: Name Section 1.01. Name. The name of this Non-Profit Corporation shall be the Journalism Education Association of Northern California, a non-profit public benefit corporation.
Article II: Adoption of California Law. Section 2.01. Adoption of California Law. Except as otherwise provided by these bylaws or the Articles of Incorporation, the Journalism Education Association of Northern California adopts and incorporates into its bylaws California law regulating Non-Profit Public Benefit Corporations. If there are any inconsistencies, these laws shall be supreme to the fullest extent of the law. If these bylaws should fail to provide adequate parameters and are not amended, this Non-profit Corporation shall use California law regulating Non-Profit Public Benefit Corporations for its definitions and other gapfillers.
Article III: Geographic Boundaries. Section 3.01. Geographic Boundaries. This Corporation shall serve those journalism teachers, advisers, and students residing and/or working in the area contained within the Pacific Ocean on the West, the Nevada border on the East, the Oregon border on the North, and inclusive of San Luis Obispo, Kern and Inyo counties on the South.
Article IV: Purpose.
Section 4.01. Purpose. The purpose of this Non-Profit Public Benefit Corporation shall include, without limitation, the following:
A. Fostering cooperation among journalism teachers and advisers, students, administrators, professional journalists, and the public.
B. Maintaining public discussion groups, panels, forums, and lectures designed to promote a collegial attitude among its members.
C. Providing an opportunity for instruction and training to develop and improve the capabilities of those involved in scholastic journalism.
D. Promoting rigorous academic and educational standards of journalism in the schools. E. Serving as a representative body able to speak on behalf of journalism educators and to promote good fellowship.
Article V: Principal Place of Office.
Section 5.01. The principal place of office shall be the current location of the California Newspaper Publishers Association. The Directors may change the principal office from one location to another. The first meeting of a calendar year will be held at the principal office unless circumstances deem it untenable.
Section 5.02. Meetings of the Board of Directors may be held in person or virtually. The President will determine the length and manner of virtual meetings. Asynchronous virtual meetings may be called only by the president, who will establish rules concerning the time and manner of the discussion and voting.
Article VI: Officers and Board of Directors.
Section 6.01. Qualifications of Directors and Officers. Any director, officer, commission chair, or commission member must be a regular member, as defined in Article IX, Section 9.01 A, of the Non-Profit Corporation.
Section 6.02. Board of Directors. The Board shall consist of at least seven (7) but not more than nineteen (19) Directors elected by the regular membership, as defined in Article IX, Section 9.01 A, of the Non-Profit Corporation. Nominees for Directorship must reside in the area within the area designated in Article III, Section 3.01.
Section 6.03. Executive Officers: During the first Board of Director’s meeting of each evennumbered calendar year, beginning with calendar year 2016 and continuing thereafter, the Directors shall elect, from the Directorship, by majority vote of Directors present at the meeting, the following Executive Officers of the Corporation: President-Elect and Recording Secretary. The President-Elect shall become President upon the completion of the term of the current President, and shall be an Executive Officer of the Corporation.
Section 6.04. Presidential Appointments. The President shall appoint a Treasurer, with the consent of the Board, who shall become an Executive Officer of the Non-Profit Corporation. The President shall also appoint Commission Chairs, subject to approval of the Board.
Section 6.05. Voting Powers. Each Director and Officer shall be entitled to one vote each at board meetings.
Section 6.06. Motions introduced at asynchronous virtual meetings can be passed only with approval of two-thirds of the Directors, the process of which shall be determined by the Directors. Section 6.07. Board Appointments. The Board of Directors may appoint an Executive Secretary.
Article VII: Terms of Directors and Officers.
Section 7.01. Term. Directors shall be elected to serve two-year terms commencing in oddnumbered years. Directors shall consist of nominees voted upon at-large from within the area designated in Article III, Section 3.01. Executive officers shall, upon their election by the Directors, serve two-year terms commencing in even-numbered years. No limitations shall be placed upon the number of terms served by Directors or Executive officers.
Section 7.02. Dates Terms Commence. Directors shall take office January 1 unless an appointment is made to fill a mid-term vacancy, in which case the term shall begin immediately upon election. Executive officers shall take office immediately upon their election or appointment by the Board at their first meeting of the calendar year.
Section 7.03. Termination of Directorship. The Board may declare as vacant the office of a director who has been declared of unsound mind by a final order of a court, or convicted for a felony, or been found to have breached any duty (under Corporations Code Section 5230 et seq.). Any or all directors may be removed by the members (Corporations Code Section 5034).
Article VIII: Duties of Board of Directors and Officers.
Section 8.01. Directors. Subject to the limitations of California Non-Profit Public Benefit Corporation Law, powers of the Directors shall include the following:
A. Appoint and remove, at the pleasure of the board, all the Corporation’s agents and employees; prescribe powers and duties for them that are consistent with law, with the articles of incorporation, and with these by-laws; and fix their compensation.
B. Change the principal office in California from one location to another and designate any place within California for holding any meetings of members.
C. Adopt, amend, repeal the articles of incorporation or by-laws, subject to the rights of members, unless the action would materially and adversely affect members’ right to vote. The board shall not extend the term of a Director beyond that for which he or she was elected.
D. Hold workshops, conventions, and other functions consistent with law, with the articles of incorporation, with these by-laws, and in furtherance of raising educational standards in journalism.
E. Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the Non-Profit Corporation’s purposes, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, and other evidence of debt and securities.
Section 8.02. Duties of the President. The President shall preside at all the Corporation, Director, and Membership meetings. With the consent of the majority of the Board of Directors, he or she shall appoint all commissions and their chairmen and fill all vacancies. He or she shall call meetings of the Non-Profit Corporation and the Board of Directors, suggest policies and plans for all committees, and shall be responsible for the progress and work of the Non-Profit Corporation.
Section 8.03. Duties of the President-Elect. The President-Elect shall preside in the absence of the President. The President-Elect shall also serve as the Membership Chair, maintaining the roster of current members, sending correspondence about renewals and lapsed memberships, and working with the Treasurer to verify payments.
Section 8.04. Duties of the Immediate Past-President. The Immediate Past-President shall preside in the absence of the President and the President-Elect.
Section 8.05. Duties of the Recording Secretary. The Recording Secretary shall maintain the minutes of the Non-Profit Corporation meetings and Board meetings, carry on correspondence pertaining to the affairs of the Non-Profit Corporation, and maintain a record of terms of service of Officers and Directors. The minutes of the meetings shall include the type of meeting, the time of the meeting, the place the meeting was held and the notice given of the meeting. All meeting minutes will be sent to the Directors within a reasonable time for amendment and will be posted online for the membership and historical record within fifteen (15) days. The Recording Secretary shall keep a copy of the Articles of Incorporation and by-laws, as amended to date. A copy of the Articles of Incorporation and by-laws, as amended shall be maintained at the principal place of office. The Secretary shall retain corporate records for a period of not less than seven years.
Section 8.06. Duties of the Treasurer. The Treasurer is authorized to receive and accept funds belonging to the Non-Profit Corporation and pay same out as authorized by the Board of Directors. The Treasurer shall keep a record of receipts and payments and shall stand ready to report the financial position of the Non-Profit Public Benefit Corporation when called upon by the President. The Treasurer shall retain financial records for a period of not less than seven years.
Section 8.07. Duties of the Members of the Board. The Board of Directors shall act on behalf of the membership on matters that arise. Absence of a Director from more than two meetings in a calendar year can be grounds for dismissal from the Board by a two-thirds (2/3) majority favoring dismissal.
Article IX: Membership.
Section 9.01. Members.
A. Regular Members. Any teacher in the elementary, secondary, or college level of education, public or private, involved in the teaching of journalism or the advising of student publications, or any former teacher of such instruction, shall, upon payment of annual or biannual dues, become a regular member of the Journalism Education Association of Northern California.
B. Associate Members. Any person outside the field of education who has an interest in scholastic journalism or any institution shall, upon payment of annual or biannual dues, become an associate member of the Non-Profit Corporation.
Section 9.02. Membership. Membership is not restricted to persons or institutions within the geographical boundaries as defined in Article III, Section 3.01.
Section 9.03. Dues. The annual and biannual dues of the Non-Profit Corporation shall be determined by the Board of Directors.
Section 9.04. Nontransferability of Membership. No member may transfer his or her membership rights.
Section 9.05. Members’ Rights. The rights of members shall include the following:
A. Any member may inspect and copy the membership roster by requesting it from an Executive Officer.
B. Members may opt out of having their names listed on the membership roster in the event the roster is posted online. Section 9.06. Termination of Membership. Failure of a member to pay dues as set by the Board, within ninety (90) days after they become due and payable, shall terminate membership.
Article X: Meetings.
Section 10.01. Meeting of Members. The Non-Profit Public Benefit Corporation may hold a general meeting of members as determined by the Board.
Section 10.02. Board of Directors Meetings. In the event of a general membership meeting, the Board of Directors shall meet, either virtually or in person, to plan the meeting and create an agenda at least one (1) week prior to the date meeting date. Members may submit items for consideration to the President for either general meetings or Board meetings at least one (1) week prior to the meeting date. The meetings of the Board of directors, other than special meetings, shall be open to all members. The President may call special meetings of the Board whenever necessary. The Board may hold special meetings open to the public.
Section 10.03. Notice of Meetings. Notice of all meetings, except emergency meetings, shall be sent at least 30 days before the meeting. Notice shall include the time and the place of the meeting and a description of the subject matter to be discussed.
Article XI. Quorum.
Section 11.01. Quorum. A quorum for all general meetings of the Non-Profit Corporation shall consist of a majority of the regular members in attendance. A majority shall consist of one half plus one.
Section 11.02. Quorum for Board of Directors. A quorum for all meetings of the Board shall consist of a majority of the Directors then serving.
Section 11.03. Declaration of President for Quorum. The President may, at his or her discretion, declare that a quorum exists for the purpose of calling any meeting.
Section 11.04. Quorum for Ballot. A quorum for a ballot shall consist of receipt of one-fifth (1/5) of the ballots from the total regular membership.
Article XII: Elections.
Section 12.01. Balloting Preparation. During each even-numbered calendar year, the Board Elections Director shall prepare a ballot for not fewer than seven (7) nor more than nineteen (19) directorship positions to be filled. Nominations shall be with the consent of the nominees.
Section 12.02. Voting by Regular Members. Each regular member, as defined in Article IX, Section 9.01 A, shall be entitled to one vote. There shall be no cumulative voting.
Section 12.03. Personal Nominations. Nominations may be made by personal application of any member to the Board of Directors.
Section 12.04. Write-in Candidates. Ballots shall provide space for voting members to have the option to write in the names of potential directors. Such potential directors must be or become qualified as regular members, as defined in Article IX, Section 9.01 A.
Section 12.05. Election by Ballot: A ballot to elect Directors to the Board shall be forwarded to each member, who shall have not less than thirty (30) days to vote. Voting shall be completed by not less than twenty (20) days prior to the first meeting of each odd-numbered year. Regulations and procedures of balloting shall be determined by the Board.
Section 12.06. Removal of Directors. Members may request an election and remove any previously elected Director, with or without cause, by a two-thirds (2/3) vote of the total regular membership.
Section 12.07. Proxy Votes. No member may vote by proxy.
Article XIII. Commissions.
Section 13.01. Commissions and Committees. Standing Commissions may be established which may include, but not be limited to: Legislation/Judicial, Curriculum/University of California, Adviser/Student Education, Area Development, Conventions/Fundraisers, and Awards/Scholarships. Committees may be established which may include, but not be limited to: Membership, Board of Director Elections, and Communications.
Section 13.02. Presidential Appointments of Commissions and Committees. The President may appoint commissions and committees, their chairs, and fill all vacancies, with the consent of the majority of the present Board of Directors.
Section 13.03. Commission Members. Commission members shall be appointed by the President on the advice of the Board of Directors.
Section 13.04. Committee Reports. Commission chairs, or their designated representatives, shall report on the progress of each commission as necessary. The President may request commission reports for the President or for the Board of Directors at any time.
Article XIV: Compensation of Directors and Officers.
Section 14.01. Compensation. Directors, officers, commission members, and members shall not receive compensations for their position, other than reimbursement(s) of expenses. The Nonprofit Corporation may pay stipends to Directors or general members for services rendered at workshops or other training opportunities.
Section 14.02. Compensation of Executive Secretary. When an Executive Secretary is appointed by the Board of Directors, the Board of Directors may provide reasonable compensation for the Executive Secretary.
Article XV: Indemnification.
Section 15.01. Right of Indemnity. This corporation shall indemnify its directors, officers, committee chairpersons, employees, and other persons described in Section 5238(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that Section, and including any action by or in the right of the Corporation, by reason of the fact that the person is or was described in that section.
Section 15.02. Approval of Indemnity. On written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the Board shall promptly determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of Directors who are not parties to that proceeding, the Board shall promptly call a meeting of members. At the meeting, the members shall determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the members present at the meeting in person shall authorize indemnification.
Section 15.03. Advancement of Expenses. Expenses incurred by a person seeking indemnification under Section 15.02 of these bylaws in defending any proceeding covered by those Sections shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses.
Section 15.04. Insurance. The Corporation shall have the right to purchase and maintain insurance on behalf of its Officers, Directors, employees, and other agents, against any liability asserted against or incurred by any Officer, Director, employee, or agent in such capacity or arising out of the Officer’s, Director’s, employee’s, or agent’s status as such.
Article XVI: Amendments.
Section 16.01. Amendments to the Articles of Incorporation. Articles of Incorporation may be adopted, amended, or repealed by two-thirds vote of the voting regular membership, provided a notice of the proposed amendment has been filed with the Recording Secretary at least thirty (30) days before the vote is to commence.
Section 16.02. Amendments to Bylaws. The Bylaws may be adopted, amended, or repealed by two-thirds vote of the voting regular membership at an annual meeting, provided a thirty-day notice of the proposed amendment is sent to all regular members. A vote to revise the By-laws may also be conducted by mail or email.
Article XVII: Dissolution.
Section 17.01. Dissolution. In case of dissolution of the Nonprofit Corporation, all assets of the Corporation shall accrue to the scholarship fund of the Journalism Education Association.
Ratified: March 4th, 1989
Revised: July 1st, 2008
Revised: March 1st, 2015