Minnesota Professional Chapter
Society of Professional Journalists
ARTICLE I MEMBERSHIP
Section 1. The Minnesota Professional Chapter of the Society of Professional Journalists, Sigma Delta Chi exists under a charter granted by The Society of Professional Journalists, Sigma Delta Chi, whose national headquarters is in Indianapolis.
Section 2. The full rights and privileges of membership in the Chapter may be enjoyed by any Member in good standing of the Society.
Section 3. Members of the Chapter agree to conduct their professional behavior within the ethical guidelines prescribed by the Society and to pay dues as directed by the Board of Directors.
ARTICLE II BOARD OF DIRECTORS
Section 1. The governing authority of the Chapter shall be its Board of Directors. The Board shall be comprised of twelve Directors, four of whom shall be Officers of the Chapter, and all of whom must be Members of the Chapter.
Section 2. Directors (other than the Officers) shall serve two-year terms beginning on July 1 (staggered so that four are elected in alternating years) and may be re-elected to their office.
Section 3. Each director shall have equal voice in matters that come before the Board. All decisions of the Board (except recall) shall be made by a majority vote of the Directors present where there is a quorum.
Section 4. Procedures of the Board not set forth in these bylaws shall be governed by Robert’s Rules of Order Revised.
Section 5. The President of the Chapter shall be chairperson of the Board.
Section 6. Vacancies among Board positions (except President and President-elect) shall be filled by majority vote of the remaining Directors. Nominations for vacancies may be made by any Member. A Director or Officer so appointed shall serve that unexpired term, and is eligible for election to a full term.
Section 7. Directors absent from three consecutive Board meetings, unless excused by the Board, shall be replaced in accordance with Art. II, Sec. 6.
ARTICLE III OFFICERS
Section 1. The Officers of the Chapter shall be President, President-elect, Secretary and Treasurer. Each shall perform the duties customarily associated with that office and those outlined in these bylaws.
Section 2. A Member must have served one year on the Board to become President-elect, unless no Director so qualified will accept that office.
Section 3. Officers shall serve one-year terms beginning on July 1.
Section 4. The President shall establish committees as necessary to perform Chapter affairs and appoint committee chairpersons and members from among the Directors. The chairperson of each committee may solicit additional help from Chapter Members as needed.
Section 5. The President-elect shall automatically succeed to the office of President on July 1. The President-elect also shall chair the membership committee and shall succeed the President should that office become vacant in mid-term. In the event both offices become vacant, the Board shall appoint a President to serve the remainder of the term.
Section 6. The Treasurer shall account for the chapter’s finances by paying bills and keeping the necessary books, which may be inspected at any Board meeting by any Member who requests such inspection. The Treasurer shall make arrangements for meeting sites.
Section 7. The Secretary shall prepare the agenda for Board meetings at the direction of the President and shall maintain minutes of each Board meeting, providing both to Directors in a timely fashion. The Secretary shall incorporate amendments into the bylaws and provide amended copies of the bylaws to the Society and to each Director. The Secretary shall provide a copy of the bylaws to any Member upon request.
ARTICLE IV ELECTIONS
Section 1. The Chapter shall conduct an annual Board election.
Section 2. Chapter elections shall be regulated by a nominating committee comprised of the President and two Members appointed by the President. The committee shall be formed in March and shall disband at the conclusion of the Annual Meeting. No Member, other than the President, shall serve on the nominating committee in two consecutive years.
Section 3. The nominating committee shall begin soliciting candidates for vacancies on the Board and for Officer positions from among the Members at least 60 days prior to the Annual Meeting. Nominations will be accepted until 40 days prior to the Annual Meeting.
Section 4. The nominating committee shall nominate at least one Member for each vacancy. The nominating committee also shall place into nomination the names of qualified Members who seek a position on the Board or who are nominated, with their consent, by a Member in good standing.
Section 5. The nominating committee shall deliver a ballot to all Members no later than 30 days prior to the Annual Meeting. The ballot shall not specify which nominees were selected by the committee, but it may indicate Directors seeking re-election.
Section 6. Members shall vote for no more than one candidate for each of the three Officer positions on the ballot (President-elect, Treasurer and Secretary) and for no more than the same number of Director candidates as there are positions to be filled. Members shall complete and return their ballots by one week (7 days) before the Annual Meeting. The Treasurer, if not up for election, shall verify that all voters are Members in good standing. If the Treasurer is up for election, then it is the Treasurer’s responsibility to appoint another Board Officer or Director who is not up for election to verify all voters are Members in good standing.
Section 7. The Treasurer or appointed director shall tabulate the votes before the Annual Meeting and print out the results, showing how many votes each candidate received. Individual Members’ votes shall remain confidential. The results shall not be revealed until the Annual Meeting.
Section 8. Should a discrepancy be noted, any Member may request that the previous Board, or a quorum thereof, be reconvened within 30 days of the Annual Meeting to remedy the error.
ARTICLE V MEETINGS
Section 1. There shall be no fewer than six general membership meetings during the Board’s term. They shall be convened by the Board at such times as can be attended by the Members, who shall be notified of the time, place and purpose of such meetings.
Section 2. The President shall call meetings of the Board as deemed necessary during its term. The Secretary shall notify all Directors and Officers of the time, location and agenda. All Board meetings shall be open to any Member. This Section does not require the Board to notify the Chapter before it may convene.
Section 3. Committee chairpersons shall report their activities to the Board at each Board meeting.
Section 4. Directors who are unable to attend a Board meeting may vote on agenda items in writing, but such votes may not be counted for the purpose of establishing a quorum. A quorum shall be met by the presence of a majority of the Directors. No business may be conducted by the Board in the absence of a quorum.
Section 5. Periodic business may be conducted by the Board without convening. However, actions may not be undertaken on behalf of the Board without the consent of a majority of the Directors. The question, polling results and actions must be read into the minutes of the following Board meeting.
Section 6. An Annual Meeting shall be held each June for the purpose of counting ballots in the election of Officers and Directors, for voting on proposed amendments to the Chapter bylaws, and for setting new dues levels and special fees for the following Board term. Members must be given 30 daysâ€™ notice of the date and agenda of the Annual Meeting.
ARTICLE VI DUES
Section 1. The Board is authorized to set the amount of Chapter dues.
Section 2. Annual dues will be billed on Sept. 1. Members whose dues remain unpaid six months after billing will be deemed to be Members not in good standing.
Section 3. Chapter dues for initiates in the Society shall be waived for the balance of the first year of Chapter membership.
ARTICLE VII RECALL
Section 1. A Director whose professional behavior violates the ethical guidelines prescribed by the Society or whose official actions embarrass the Chapter may be recalled.
Section 2. Upon receipt of written petition of recall signed by ten percent of the Members, the Board shall convene no sooner than seven days nor later than 14 days after the Director has been notified of the petition. If the petition is supported by two-thirds of the Members present and by two-thirds (8) of the Directors, the petition subject’s seat shall be deemed vacant and shall be filled according to Art. II, Sec. 6.
ARTICLE VIII BYLAWS REVISION
Section 1. Amendments to this charter may be offered by any Member to the Board up to 60 days prior to the Annual Meeting. The Board shall inform the Members of the intention to amend no later than 30 days prior to the Annual Meeting.
Section 2. Proposed amendments must be approved by a majority of the Members present at the Annual Meeting.
Section 3. The Secretary shall incorporate approved amendments into the bylaws (see Art. Ill, Sec. 7).
These bylaws were redrafted in 1984, approved by the Board of Directors on April 3, 1984, and were ratified by a vote of the Chapter on May 22, 1984. Bylaws were amended on June 28, 2011 by a vote of the Chapter.