CONSTITUTION AND BYLAWS OF SYRACUSE PRESS CLUB, INC.
(The Syracuse Press Club was organized in November, 1951. Its basic constitution was placed in force January 1, 1952. Amendments were made in 1953, 1954, 1957, 1958, 1962, 1965, 1969, 1980, 1981, 1989, 1992, 1998, 2014 and 2020.)
ARTICLE I – NAME
This organization shall be known as “Syracuse Press Club.”
ARTICLE II – PURPOSE
The purpose of the organization shall be to promote good journalism in Central New York; to foster ethical standards of the profession; to support the public’s right to know; to help educate and train aspiring and current journalists; to educate the public about the role of journalists in a democracy; to encourage fellowship, fraternity and sociability between journalists; and to sponsor and/or support community service projects in Central New York.
ARTICLE III – MEMBERSHIP
Membership in the club shall consist of active, charter, associate and student members.
Active members shall be limited to persons employed full-time or part-time by news websites, daily or weekly newspapers, radio or television stations, wire services and magazines.
Associate members shall be those persons in any of the following categories:
1. A freelance journalist or blogger.
2. A person who works as a public information officer or communications officer providing journalists with information.
3. Any person who has retired, been laid off or left the news or public relations field for any other reason.
4. A person employed as a member of the faculty of an institute of higher learning spending a majority of time in teaching, research or administration in the field of communication arts.
5. A person who is employed by a company or institutional publication.
Charter members – the founders of the press club – shall remain as active members for life, regardless of any change in employment.
Student members: Anyone enrolled in college or post-secondary education who is studying journalism, pursuing a career in journalism, on the staff of a college media organization, or who works as an intern at a media company is eligible for membership as a “student member.”
ARTICLE IV – ADMITTANCE OF MEMBERS
Applicants will be admitted as active members, associate members or student members upon the verification of the club’s membership secretary and treasurer after they register as members and pay their annual dues.
Charter members shall be those persons who were so designated during the organization of the club, and who have been carried on the rolls as charter members since that time in accordance with the official list of such members.
ARTICLE V – RIGHTS, PRIVILEGES AND DUTIES OF MEMBERS
Active members in good standing shall have a right to vote in club elections and hold office. Active members are encouraged to attend meetings of the club and to work on club projects, promote the interests of fellow members and conduct themselves in such ways as to reflect credit and honor on the club at all times.
Associate members are encouraged to attend meetings and to participate in club activities and shall have the same duties and rights as active members, except that associate members may not hold the offices of president and vice president.
Student members are encouraged to attend meetings and to participate in club activities and shall have the same duties and rights as active members, except that student members may not hold any office except they may be elected to one seat on the board of directors designated for a student member.
ARTICLE VI – DUES
Annual dues for active, associate and student members shall be set by the board of directors.
Annual dues shall be paid in advance. Members shall lose all rights and privileges unless such dues are paid by Jan. 31 of each year. Members whose dues are not paid by Jan. 31 will be carried on the membership roster until June 1, when they shall be dropped. The treasurer shall inform delinquent members no later than Feb. 28 of each year.
The Board may waive the dues, in whole or in part, of any member for any reason deemed sufficient.
ARTICLE VII – MEETINGS
The board of directors of the club shall meet regularly at times and places set by the board. Any member of the club may attend the meetings. The time and place of meetings will be announced on the press club’s website and social media in advance of all meetings.
The president, with the advice of the board of directors, may call a special meeting at any time.
Upon the written request of ten or more members in good standing, it shall be the duty of the president to call a special meeting of the club to be held within ten days for the transaction of any club business.
Robert’s Rules of Order (revised) shall be the standard parliamentary practice.
At least six members of the board of directors are required to be present at a meeting or participating via phone or computer to have a quorum. The board may not vote on any business unless there is a quorum.
ARTICLE VIII – STANDING COMMITTEES
The standing and other committees of the club shall be appointed by the president and shall perform the duties assigned to them. The committees shall be appointed as soon as practical after the president takes office, except for a nominating committee, which shall be appointed in November as hereinafter provided.
ARTICLE IX – OFFICERS AND DUTIES
The Officers of the club shall be president, first vice president, second vice president, third vice president, secretary, treasurer, and membership secretary. Each person shall be elected for a term of one year and may stand for reelection in subsequent club elections.
President: It shall be the duty of the president to preside over all meetings of the club and of the board of directors; to call special meetings when seemed necessary in his or her judgment; to appoint all committees; to enforce the observance of the Constitution and Bylaws; to fill vacancies among the executive officers or board of directors; and to answer all communications pertaining to the organization.
The first, second and third vice presidents shall share equally the duties of vice president. In the event of disability of the president, the first vice president shall serve as chair of the Board of Directors.
Secretary: The secretary shall keep a complete record of all proceedings of the organization and the board of directors; shall keep a record of those attending all regular or special meetings; shall present minutes of meetings to the board of directors; shall send the board and club members notices of all meetings and other functions; and make such reports as the president or Board of Directors may require.
Treasurer: The treasurer shall receive all monies belonging to the organization, including dues, fees, assessments or donations; pay all bills and issue all necessary checks. He or she shall keep accurate account of all receipts and disbursements; submit his or her books for auditing when called upon by the board of directors to do so, and shall make such reports as the president or board of directors may require. The treasurer will notify any members if they are delinquent in their dues.
Membership Secretary: The membership secretary shall maintain a roster of members and their places of residence. He or she will plan strategies to recruit new members. The membership secretary will notify the treasurer of any membership applications received. He or she will work with the treasurer to ensure that all members are current in their dues.
If any vacancy shall occur in the offices other than that of president, the president shall appoint someone to fill the vacancy until the next regularly scheduled election.
It shall be the duty of each officer to attend scheduled meetings of the Board of Directors and of the club.
ARTICLE X – BOARD OF DIRECTORS
A Board of Directors shall have general charge of the affairs of the organization and shall have the power and authority to enforce all rules and regulations set forth in this Constitution and Bylaws. The board may act upon matters pertaining to the organization, but it is directly responsible to the organization for its actions.
The Board of Directors shall consist of 12 members, including the president, who shall act as chair of the board. The other members shall include the most recent past president, the vice presidents, secretary, treasurer and membership secretary; as well as six additional members chosen from the general membership., at least three of whom shall be active members and one of whom shall be a student member.
The terms as directors of all the club officers on the board shall be concurrent with their one-year term as officers. The terms of each of the six directors chosen from the general membership, in accordance with Section B of this article, will be for three years.
The Board of Directors shall meet at least 10 times annually, at the call of the president, or by petition of five or more board members, with at least two days’ notice. A quorum shall be six members.
The president shall be empowered to investigate and recommend to the board of directors the removal of any officer or director who misses at least three of a year’s scheduled Board of Directors meetings. Removal shall be effected by vote of a majority of the board, requiring at least seven votes.
ARTICLE XI – AMENDMENTS
Amendments to this constitution may be proposed at any regular meeting but proposed amendments must be tabled for one regular meeting before being voted upon.
Amendments to this constitution may also be proposed by petition of 10 percent of the total of active and associate members in good standing.
The Board of Directors must publish any proposed amendments of the Constitution on the club website at least one month before a vote is held on the amendment.
To be adopted, any proposed amendment must receive the affirmative vote of two -thirds of the club members present when it is voted upon at a general membership meeting. Amendments cannot be voted upon unless a quorum of the board is present.
ARTICLE XII – ELECTIONS
Nominations for the positions of officers and directors shall be submitted each year at the regular December meeting by a nominating committee appointed by the president in November. Nominations may also be made from the floor at the regular December meeting.
Ballots must be published on the press club’s website at least one month before voting is held. Members may submit their vote in person, by email or regular mail, and they will be counted immediately prior to the first general membership meeting of the new year.
Officers and directors shall be elected by a plurality of club members who vote in the election.
ARTICLE XIII – DISSOLUTION
This organization may be dissolved only on the affirmative vote of the club by written ballots. In the event of such dissolution, all outstanding indebtedness shall be paid in a manner to be determined by the Board of Directors. In the event assets, including real and personal property, shall remain after the payment of indebtedness as herein provided, said assets shall be distributed to one or more organizations as determined by the board.