By-laws 2009-2013

By-laws of the National Society of Newspaper Columnists, Inc.

Revised August 2009, Replaced Sept. 17, 2013

Article I — Name

The name of the Society is The National Society of Newspaper Columnists, Inc.

Article II — Objects and Purposes

The Society is organized to develop, educate and promote newspaper columnists; and to provide the public with better professional newspaper columnists through education and example.

Article III — Membership

1. The membership of the Society shall be composed of active members and other classes of members as determined by the Board of Directors.

2. Active members shall be Regular Members, Student Members, Lifetime Members and Lifetime Achievement Members.

3. Regular Members shall be columnists in the United States and other countries, to include those employed by newspapers and other periodicals; those who are freelance, self-syndicated or otherwise independent writers; writers whose work is published on the Internet in any medium as online columns or journalism-oriented Web logs (blogs); and writers actively aspiring to be columnists.

4. Student Members shall be students in good standing at accredited colleges or universities who are engaged in the practice or study of writing newspaper columns.

5. Lifetime Members shall be individuals who have made a single dues payment that entitles them to lifetime membership.

6. Lifetime Achievement Members shall be individuals who have been awarded the Ernie Pyle Lifetime Achievement Award by the Society in recognition of their achievements in the craft of newspaper column writing.

7. There may be other classes of non-voting membership for organizations and individuals. The qualifications and dues of these other classes of membership shall be determined by the Board of Directors.

Article IV — Membership Application and Dues

1. Application for membership shall be on a form furnished by the Society.

2. Each class of member shall pay dues and assessments as set by the Board of Directors. Dues shall be determined so that the Society shall have sufficient funds to meet its projected expenses.

3. Any former member of the Society, not presently a member, shall be readmitted to membership upon payment of dues for the year in which he or she reapplies for membership.

4. By written notice, any member may resign from membership in the Society at any time.

5. Any member whose dues remain unpaid for five months shall be considered withdrawn, and his or her membership shall be terminated.

Article V — Voting Rights

Each active member of the Society shall be entitled to one vote. Members may not be represented, nor vote, by proxy.

Article VI — Annual and Special Meetings; Representation

1. The Society shall hold its annual meeting at such time and place as may be designated by the Board of Directors and specified in the notice of such meetings.

2. Special meetings of the Society may be called at any time by the Officers, Board of Directors, or the President and the notice of such meeting or meetings shall be signed by the President or Secretary of the Society or by two Officers or by three members of the Board of Directors.

3. Each member shall furnish to the Secretary of the Society his or her postal address and shall notify the Secretary of any change therein. The Executive Director may accept membership documentation for the Secretary. There shall be sufficient notice of any annual special meeting; a notice shall be mailed of the time and place of holding the same, not less than three (3) weeks in advance, to each member. Such notice shall be mailed by post to the address as furnished by the member.

4. At all meetings of the Society, annual or special, each member shall be entitled to vote in accordance with his or her voting rights as set forth in Article V of these By-laws.

5. At any annual or special meeting for which proper notice has been posted, those members present in person shall constitute a quorum for the transaction of business. A majority of the votes of such a quorum may determine any question put to vote.

Article VII — Board of Directors; Authority and Meetings

1. The general management and control of the Society shall be vested in a Board of Directors consisting of the elected officers of the Society, the Immediate Past President, and up to five (5) active members of the Society appointed by the Board as at-large members upon recommendation of the President or other Board members, following the election of officers.

2. Directors shall serve terms of two years, except for at-large directors, who shall serve one-year terms.

3. In case of death, resignation or inability of any Officer to serve, his or her successor may be chosen for the balance of the current year by the Board of Directors, except in the case of the President whose office shall be filled by the Vice President. Any Director who ceases to be an active member of the Society in good standing shall automatically be removed from the Board of Directors. The Board shall have the authority, on sufficient cause, to request the resignation of any Officer, or if necessary, to remove such Officer for the good of the organization. This action shall require a two-thirds majority vote of a quorum of the Board. “Sufficient cause” shall be determined by the Board, and may include absence from more than 50 percent of board meetings within a 12-month period or failure to respond in reasonable time to pertinent communications from officers.

4. Any Officer may resign by giving written notice to the Secretary. Such resignation shall be effective in accordance with the terms of the notice, or upon its receipt if no date of resignation is specified.

5. The Board shall act promptly in filling a vacancy of an elective office, and may do so by simple majority vote of a quorum of the Board. Such replacement shall serve until the next annual meeting of the Society, at which time the vacancy shall be filled as provided elsewhere in these By-laws. The Board may choose not to replace a departed at-large director.

6. The Board of Directors shall hold its meetings at the call of the President at such times and places and upon such notice as it shall determine; and may adopt such rules and regulations not inconsistent herewith for the conduct and governance of the affairs of the Society as it shall see fit, and may alter and amend the same. Regular meetings of the Board shall be held at least once each quarter. Special meetings of the Board of Directors may be called by the President, and, upon written request by at least three Directors, the President shall call a special meeting of the Board of Directors. Meetings may be conducted face-to-face or by electronic means reasonably accessible to all Directors.

7. A majority of the Directors in office at the time shall constitute a quorum, and when a quorum is present the majority of those meeting may determine any question within the objectives and purposes of the Society. While Directors may not be represented, nor vote, by proxy, they may communicate their interests with the Board before their meeting.

Article VIII — Officers: Terms, Powers, and Duties

1. The elected officers of the Society shall consist of President, Vice President, Secretary, Treasurer, Newsletter Editor, Web Editor, Archivist, Contest Chair, Education Chair, and Membership Chair, who shall be elected by a simple majority of active members attending the Annual Membership Meeting.

2. The Board of Directors may appoint a Conference Chair and, if desired, Co-Chair, to serve until completion of the conference for which the appointment was made. Such officers shall serve as voting members of the Board.

3. Each elected officer shall serve a two-year term. The President, Vice President, Newsletter Editor, Web Editor, and Education Chair shall be elected in years ending with the numbers 0, 2, 4, 6, and 8. The Secretary, Treasurer, Archivist, Contest Chair, and Membership Chair shall be elected in years ending with the numbers 1, 3, 5, 7, and 9. Openings for officers will be announced in the newsletter and on the Web site 90 days before the annual conference. The president shall appoint a five-member committee to nominate candidates for offices that are scheduled for election, as well as for any office prematurely vacated by an incumbent, that has one year remaining in the term. Committee members cannot run for office. Sixty days prior to the annual conference, the committee will submit to the Board a list of candidates. The Board will present the list of nominees at the opening of the conference. Nominations also will be taken during the conference. At the annual conference, any five members present at the meeting may, by petition, place names into nomination 24 hours prior to the general membership meeting. Nomination speeches are encouraged but not required, and can be given by the candidate or the person(s) nominating said candidate at the general session.

4. The President shall be the chief executive officer of the Society and shall preside at all membership meetings and meetings of the Board of Directors and generally perform such other duties as usually pertain to the office of president and as may be assigned to him or her by the Board of Directors. The President shall be the inspector of all elections of officers and certify those who are elected as such. The President shall have charge of the relations of the organization with other organizations and, in addition, shall have the usual powers of a president in accordance with these By-laws. The President is authorized to appoint and assign duties to any such committees the president deems necessary.

5. The Vice President shall perform the duties and exercise the powers of the President at such time as the President is unable to act, and such other duties as the Board of Directors shall prescribe.

6. The Secretary shall be responsible for providing notices of meetings and maintaining minutes of meetings, and in general shall perform the duties incident to the office of Secretary. The Secretary shall act as parliamentarian.

7. The Treasurer shall be responsible for supervising the custody, receipt and disbursement of all the funds of the Society, and in general perform the duties usually pertaining to the office of Treasurer.

8. The Newsletter Editor shall be responsible for producing the newsletter of the Society on such a schedule as shall be determined by the Board of Directors.

9. The Web Editor shall be responsible for operating and maintaining the Web site of the Society on a timely basis.

10. The Archivist shall oversee the Society’s archives.

11. The Contest Chair shall be responsible for conducting the general column writing contest held annually by the Society.

12. The Education Chair shall be responsible for conducting the annual college scholarship contest in cooperation with the National Society of Newspaper Columnists Education Foundation.

13. The Membership Chair shall be responsible for recruitment efforts and maintaining the membership of the society.

14. The Conference Chair shall be responsible for the planning and execution of the annual conference of the Society.

15. The chief administrative officer of the Society shall be the Executive Director. The Executive Director may be an employee or independent contractor or an agency retained by the Board of Directors. The Executive Director shall perform such duties as may be assigned by the President or the Board of Directors.

Article IX — Dissolution

In the event of the dissolution or liquidation of the Society, its remaining net assets shall be distributed to such nonprofit corporations or associations as are exempt from Federal Income Tax under section 501(c) of the Internal Revenue Code as the Board of Directors may determine. No part of such assets may inure to the benefit of any individual member or person.

Article X — Books and Records

The Society shall keep correct and complete books and records of account and also shall keep minutes of the proceedings of the meetings of its members and the Board of Directors, and shall keep at the registered or principal office a record showing the names and addresses of the members entitled to vote. All books and records of the Society may be inspected by any member for any proper purpose at any reasonable time.

Article XI — Fiscal Year

The fiscal year of the Society shall be determined by the Board of Directors.

Article XII — Amendments

1. These By-laws of the Society may be amended at any regular or special meeting of the members of the Society at which a quorum is present by a two-thirds vote of the members present at such meeting; provided, however that any proposed amendment shall have been submitted to the members of the Society at least two (2) days prior to the holding of such meeting.

2. These By-laws of the Society may be amended by the Board of Directors at any regular or special meeting of the Board at which a quorum is present by a two-thirds vote of the Directors present.

Article XIII — Rules of Order

The latest edition of Robert’s Rules of Order, originally written by Henry M. Robert, shall serve as a parliamentary guide in conducting all meetings of the Society.