Enacted June 9, 2004

ARTICLE I – DEFINITIONS

Section 1 The name of the chapter shall be the “Valley of the Sun (Phoenix) Professional Chapter of the Society of Professional Journalists” and shall be based in Phoenix, Arizona. “Chapter” as used herein shall refer to this chapter, which was chartered in 1958, the 50th year of the Society.

Section 2 “Meetings” as used herein shall mean regularly scheduled or special meetings authorized by the Board of Directors or by these bylaws.

Section 3 “Society” or “SPJ” refers to the Society of Professional Journalists.

Section 4 “Board” refers to the chapter Board of Directors.

ARTICLE II – MEETINGS

There shall be at least six meetings of the chapter board of directors during its term of office – between July 1 and June 30 of the next calendar year- the times and places of which shall be fixed by the president with approval of the Board of Directors. The chapter president also shall be authorized to call meetings of the entire chapter membership with approval of the Board of Directors. All meetings of the board or the membership shall be held at a location in Arizona.

ARTICLE III – OFFICERS

Section 1 The officers of the chapter shall be: president, at least one vice president, secretary, treasurer, immediate past president and, if possible, a president-elect. Terms of office, which shall be for one year, begin annually on July 1. The board of directors (See Article IV, below) shall determine the number of vice presidents’ positions to be filled as well as whether to open the position of president-elect to be filled at a meeting of the chapter membership. Officers must be members in good standing of both the Society of Professional Journalists and of the chapter at the time they are elected.

Section 2 The president, president-elect (if any), vice president(s), secretary and treasurer shall be elected by the chapter’s membership at an annual chapter meeting to be held on a date in either May or June. The membership shall be informed via regularly established chapter communications of the time, date and location of this meeting no fewer than 15 days before the date of the meeting. When provided with this information, members shall be informed of the board officer positions to be filled by an election at the meeting.

Section 3 The board of directors may select a Nominations Committee to nominate any number of officers as described in Section 1. Such a committee’s nominations shall be included in the information to the chapter membership as described in Section 2 of this article. Candidates may be nominated for an officer position by any chapter member. Nominations must be received by the chapter secretary by May 1 before the date of the meeting to elect officers as described in Section 2 of this article, or at a date set by the board of directors that is at least 15 days prior to the date of the meeting to elect officers.

Section 4 The officers shall serve for one year or until a successor has been elected. The retiring president is automatically named as immediate past president. If the incoming president is re-elected to a successive term, his or her predecessor retains the title and position on the board as immediate past president for the upcoming year. The incoming secretary is to notify national headquarters of the names of the new officers by July 15 of each year.

ARTICLE IV – BOARD OF DIRECTORS

Section 1 This chapter shall have a Board of Directors consisting of the officers and any number of additional board members nominated by the president and chosen by majority vote of the officers. Board members must be members in good standing of both the Society of Professional Journalists and the chapter at the time they are elected.

Section 2 The president may nominate subject to board election any number of non-voting ex officio board members, who must be members in good standing of the Society of Professional Journalists at the time they are elected. These may include journalism leaders, educators and members and advisers of student chapters of the Society within the state of Arizona. Board members may be assigned specific duties, usually committee chairmanships, by the president.

Section 3 The Executive Committee of the board shall consist of the officers as set forth in Article III, Section 1. When the board is not meeting, the Executive Committee shall exercise all powers of the board except: (a) to remove an officer or board member from his or her seat on the Board of Directors and (b) to amend these bylaws or to refer such amendments to the chapter membership as outlined in Article VIII.

Section 4 The president of the chapter shall preside at board meetings and at all chapter functions. The president may create or eliminate a committee subject to a majority vote of the Board of Directors.

Section 5 The Board of Directors shall be responsible for these basic functions as well as any others deemed reasonable and proper for the furtherance of the aims of the Society of Professional Journalists: (1) membership and attendance; (2) chapter meetings; (3) professional programs; (4) planning; (5) convention representatives; (6) proposing amendments to these bylaws; and (7) cooperation with national headquarters in all matters furthering the programs and goals of SPJ. This shall specifically include submission to the Society’s National Headquarters of membership rosters and financial and other reports as required by the national board of directors and headquarters staff.

Section 6 The board is empowered to hold its meetings at such times and places as a majority of its members shall deem necessary. The president may call a special meeting if a majority of board members agree to hold it. A simple majority of the board shall constitute a quorum for the transaction of official business, except that in an emergency declared by the president the chapter’s Executive Committee shall be empowered to act for the board under Article IV, Section 3 of these bylaws.

Section 7 The board or the Executive Committee also may transact official business via the Internet or by telephone conference call in which the discussion, motions, rulings and other board activity or action may be heard or read by all participating members. All board or Executive Committee members will have at least 48 hours to vote or comment on a proposal before action is finalized. Internet or telephone voting is not a substitute for holding regular board meetings and should be used only when a proposed motion is timely and needs to be acted upon either before the next regularly scheduled board meeting.

Section 8 All decisions of the board or the Executive Committee made by Internet or telephone voting are subject to reconsideration at the next regularly scheduled or special board meeting. Such a motion must be properly moved and seconded. Only a board member or Executive Committee member who voted in the affirmative in the previous Internet or telephonic vote may move or second for reconsideration.

Section 9 Vacancies among officers or other board members due to death, resignation or other cause shall be filled by a majority vote of the directors present at any meeting at which a quorum is present. A board member may be removed from his or her board seat for just cause by a vote of two-thirds of a quorum of the members of the board.

Section 10 Upon recommendation of the president, any elected board member who fails to attend three regularly scheduled consecutive meetings or a total of four during any given 12-month period without an excuse approved by the board shall be considered to have resigned, upon a majority vote of a quorum of the members of the board.

Section 11 All board meetings and all chapter programs and events shall be considered to be open meetings. Any member in good standing in the chapter and others invited by the Board of Directors may participate in the discussions of the Board of Directors. The board or Executive Committee may adjourn into executive session only if (a) the session, its meeting time and place, and the general subjects of discussion in it are made known to the membership at least 24 hours in advance of the session and (b) only to discuss legal action, the purchase of real property, or discussion (but not voting) on whether to remove a board member under Article IV, Section 9 of these bylaws.

Article V – MEMBERSHIP

Section 1 All members of the Society of Professional Journalists in good standing with the National Society shall be eligible for membership in this Valley of the Sun Professional Chapter.

Section 2 Any proposed member may submit for nomination the name of a proposed new member, and it shall be the duty of the chapter’s membership chair to determine whether the nominee is eligible for membership under the bylaws of the National Society. No person shall be accepted until his/her application for membership has been approved by the National organization.

ARTICLE VI – CONVENTION ATTENDANCE

The chapter shall be represented at each national convention and at each regional conference by at least one delegate elected by the board who is in good standing with the national society. An alternate may be chosen to go in place of a delegate, but only will be sent by the board if the delegate is unable to attend after being designated to do so.

ARTICLE VII – DUES AND FEES

The amount of local dues to be paid by each member of the chapter shall be fixed by the Board of Directors. Chapter members who fail to pay dues for two consecutive years, except with specific exemption by the board, shall be dropped from membership.

Article VIII – ENACTMENT AND AMENDMENTS

Section 1 These bylaws shall become immediately valid and effective, superceding all previous bylaws, if approved by a two-thirds vote of a quorum of the members of the chapter Board of Directors.

Section 2 These bylaws may be amended in any of the following ways:

(a) Amendments may be proposed at any meeting of the Board of Directors by any chapter member. Amendments may be approved by two-thirds vote of the board members present at such meeting.

(b) Amendments proposed at any meeting of the Board of Directors may be referred by majority vote of the board members present to the chapter membership for consideration and vote.

(c) Amendments may be proposed by a petition containing no less than 25 percent of the signatures of chapter members in good standing at the time the petition is filed with the Board of Directors. Upon timely certification by the board that a sufficient number of petitioners are in good standing, the chapter secretary shall be instructed to send within seven (7) days the text of the amendment(s) and a ballot to each chapter member as outlined in Section 2 below.

Section 3 The text of any amendment(s) proposed under either Section 1 (b) or Section 1(c) and an accomanying ballot shall be sent to each chapter member in good standing, who shall be given a minimum of fourteen (14) up to a maximum of thirty (30) calendar days from the day they are sent to consider and vote on them. Votes must be received by the chapter by the last day of the voting period or shall not be recorded. Amendment(s) will not be considered added to these bylaws unless at least two-thirds of ballots received by the deadline set forth in this section above indicate approval by the chapter membership.

ARTICLE IX – PROCEDURE

The most recent edition of Robert’s Rules of Order, Revised, shall be the parliamentary authority for all matters of procedure not specifically covered by these bylaws.

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DONE in Phoenix, Arizona, this ninth day of June, 2004, the Board of Directors of the Valley of the Sun Professional Chapter of the Society of Professional Journalists has formally approved these bylaws, which are now the only and official bylaws of the chapter, and so the members of the board have hereafter inscribed our names:

OFFICERS
Mark Scarp, president
Kimberly Hundley, vice president
Cary Pfeffer, vice president
Teri Carnicelli, secretary
Le Templar, treasurer

BOARD MEMBERS: Janet DelTufo, Dana Dobson, Jonathan Evans, JoBeth Jamison, Verina Palmer Martin, Beth McRae