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Bylaws
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Bylaws
Journalism & Women Symposium

As revised April 25, 2013; approved by general membership Oct. 27, 2013

Article 1. Name

This organization is incorporated in the State of Colorado for professional and educational purposes; it is registered in the state of Missouri to do business as a foreign, not-for-profit corporation. The organization’s corporate name is the Journalism and Women Symposium. The organization is also called the Journalism & Women Symposium, JAWS or the Symposium.

Article II. Board of directors

1. There shall be a Board of Directors to consist of at least eleven (11) members, including 5 (five) officers of the organization: president, vice president, president-elect or deputy vice president (in alternate years), secretary and treasurer; and at least six (6) general board members.

2. The president, vice president, secretary and treasurer serve two-year terms. General board members may be elected for two two- or one-year terms (see Article II.4, below). The president-elect and deputy vice president serve one-year terms, with a deputy vice president elected to serve when there is no president-elect. General board members are eligible to seek two successive terms. The secretary and treasurer shall be elected in alternating years.

3. No person shall serve more than four (4) consecutive years on the board except officers, who may serve more than four (4) years.

4. The board must include a minimum of three (3) new members each year. A new member is one who has never served or one returning after at least a year off the board. The nominating committee shall place priority on recruiting new board candidates and on diversity. General board members are usually elected for two-year terms. In order to maintain the correct number of rotating board members, the nominating committee, at its discretion, may nominate general board member(s) for a term of one (1) year.

5. All officers (except the president) and new general board members are elected at the annual business meeting at the fall conference by vote of the membership in attendance. Officers and board members must be active members of the organization in good standing and have attended at least two (2) JAWS conferences, including the one at which their election takes place.

6. The board shall manage the property, affairs and business of the corporation. The board shall have the authority to appoint an administrator of the organization, who shall serve under terms evaluated annually between the board and staff. All board members are expected to:
· Attend the annual conference, pay membership dues and fees and attend all board meetings.
· Build and guide long-range plans.
· Make sure programs and services address membership needs.
· Recruit members and make sure members are involved in the group.
Raise funds.
· Contribute and/or recruit stories for the JAWS newsletter, website and social media feeds.
· Contribute ideas or recruit for regional events and the Conference and Mentoring Project (CAMP), also known as the annual conference.

7. The board shall hold regular meetings at least twice a year, spring and fall. The spring meeting shall be called at a date and location determined by the president. The fall meeting shall be called immediately preceding the fall JAWS conference at the same location. Special meetings of the board may be called by teleconference. In case of emergency, when it is impossible to constitute a full board meeting, the president may poll the four (4) other officers and any available board members to make a binding decision from the consensus.

8. Absence of any member of the board from two (2) consecutive regular meetings without satisfactory notice to the president shall be deemed a resignation from the board. If a board member resigns before her term expires, her seat shall be filled until the end of her term by a majority vote of the board, by telephone if need be.

9. A quorum of the board shall be half of the board plus one. The board is to follow Robert’s Rules of Order.

Article III. President and President-Elect

1. The president is the chief executive officer of the organization. The president shall have served on the board or a standing committee for at least a year within the previous three years before being elected to the office of president-elect (see Article III.6, below).

2. The president or, in her absence, an officer of her choosing shall preside at meetings of the organization and of the board. The president or vice president, along with the secretary or treasurer, may sign all written contracts and obligations of the organization. For authority to sign checks, see Article XII.2.

3. The president, or others she designates, shall speak for the organization in the media.

4. The president shall appoint any committees deemed necessary to the board and, with board assent, select chairs— except for the Programs & Services committee, which shall be chaired by the vice president, and the Finance committee, which shall be chaired by the treasurer.
.

5. The president shall supervise the executive director. Unless the president wishes a specific additional staffer or contract employee to report to her, all additional staff or contract employees shall be supervised by the executive director or her appointee.

6. The president-elect is elected every other year. In her first year, she trains for the presidency. In her second year, she starts her two-year term as president.

Article IV. Vice President and Deputy Vice President

1. The vice president shall assist the president.

2. In the event of the disability of the president, the vice president shall assume her duties. If the president cannot serve out her term for any reason, the vice president shall accede to the presidency for the remainder of the term.

3. The deputy vice president shall assist the president in the first year of her presidency, when there is no president-elect on the board.

Article V. Secretary

The secretary shall maintain and circulate to board members and staff copies of the minutes of all board meetings. She shall in general perform all other duties that arise incident to the office of secretary and undertake other duties assigned by the president.

Article VI. Treasurer

Under the direction of the board, the treasurer shall be responsible for funds and securities of the corporation. She shall prepare the organization’s annual budget and head the Finance committee. She shall be responsible for staff oversight of accounts and shall assure that the organization is in compliance with Internal Revenue Service requirements and any other regulations needed for the organization to conduct business. She shall undertake from time to time any additional duties assigned by the president.

Article VII. Committees

The board may create any ad hoc committees it deems necessary, with chairs appointed by the president. Standing committees shall be: Executive (four current officers of JAWS advising the president between meetings), Programs & Services, Membership, Finance, Fundraising & Development, Communications and External Relations. Each committee shall consist of at least three (3) members, including the Chair. The vice president shall chair the Programs & Services committee and the treasurer shall chair the Finance committee. In addition, a Nominations committee shall exist as a committee of the board, appointed each year to involve the membership and past presidents in developing a diverse pool of candidates for the board.

Article VIII. Elections

1. The nominating committee will announce the officers and number of general board members to be elected to the membership at least thirty (30) days in advance of the election through the JAWS website, online or by mail.

2. The new board shall be elected at the annual business meeting of the organization at the annual conference. Board members and officers, to be elected to terms described in Article II.2, will be chosen from the slate presented by the Nominating committee or from candidates nominated from the floor.

3. Elections shall be by secret ballot or by unanimous voice vote of members eligible to vote and present at the meeting. If there is more than one candidate for any office, the election will be by secret ballot. When the election is by secret ballot, the candidate for each office receiving the highest number of the votes cast for that office will be elected. The election of general board members will be in rank order of number of votes received.

Article IX. Categories of membership

1. All memberships are subject to board approval. There shall be two categories of membership: voting and associate. The membership criteria are as follows:

2. Voting membership is open to:

a. Journalists who are employed by newspapers, news services, syndicates, magazines, television or radio stations, websites or other electronic disseminators of news and information programming.

b. People whose primary occupation is freelancing in the journalism fields listed under a.

c. Teachers of journalism at the college level.

d. People whose primary occupation is research or publishing in the field of journalism.

e. People employed by organizations dedicated to serving journalists.

f. JAWS members who have retired or moved on to other fields.

3. Associate members will be entitled to all the privileges of membership except voting and will pay the same dues and fees. Associate membership is open to:

a. Students of journalism at the college level or above.

b. People not eligible for voting membership whose knowledge or contribution to the organization is considered of value to JAWS.

Article X. Meetings

1. JAWS shall hold its annual conference at a time and place set by the board, generally in the fall.

2. The annual conference shall include topical programs that fulfill the mission of JAWS, a national organization that supports the professional empowerment and personal growth of women in journalism and works toward a more accurate portrayal of the whole society.

3. By majority vote of the board, based on membership interest and resources, JAWS may elect to expand this meeting schedule.

4. The annual business meeting of the voting membership shall be held at the annual conference. Members must be sent written notice of the meeting, online or via the mail, at least thirty (30) days in advance.

Article XI. Dues and fees

1. Annual membership dues shall be fixed by the board.

2. Members who elect to contribute more than the annual dues shall be suitably recognized.

3. Non-members who wish to attend the JAWS annual conference shall pay, in addition to other fees, the equivalent of voting members’ dues and shall receive newsletters for the year.

Article XII. Contracts, payments, deposits and gifts

1. Contracts

By recorded vote, the board may authorize the president or any other officer or agent of the corporation to enter into any contracts or execute or deliver any instrument on behalf of the corporation (see Article III.2).

2. Payments

All checks, drafts or orders for payment of the organization’s obligations for $500 or less may be signed or authorized by the chief JAWS administrator or any one of these four officers: president, vice president, secretary, treasurer. Payments exceeding $500 must be approved by two of these agents or officers and signed or authorized by one of them with the recorded approval of a second authorized person.

3. Deposits

All funds of the corporation shall be deposited to the credit of the organization in a timely fashion by designated officers or agents in such banks or other financial institutions as the board may select. The treasurer shall receive from staff and review the records of those transactions quarterly.

4. Gifts

The board may accept on behalf of the corporation any contribution, gift, bequest or endowment compatible with the organization’s status as a tax-exempt educational organization. The board will be guided in such acceptances by professional journalists’ need to avoid conflict of interest and the organization’s statement of values and its mission.

Article XIII. Books and records

1. The corporation shall keep correct and complete books and records of accounts and shall also keep minutes of its board meetings and reports of standing committees. The corporation shall keep at its registered or principal office a record giving the names and addresses of directors entitled to vote.

2. All books and records of the corporation may be inspected by any board member, the chief JAWS administrator or any designated agent or attorney of the corporation for any proper use at any reasonable time.

3. Backup copies of corporate records shall be kept at a separate location, such as a safe deposit box.

Article XIV. Fiscal year

The fiscal year of the corporation shall begin on January 1 and end on December 31.

Article XV. Rules

The board shall prescribe, may amend and shall enforce rules regulating conduct of its own meetings and the organization’s meetings and admission of guests to those meetings.

Article XVI. Amendments

The bylaws may be amended by the membership. A two-thirds affirmative vote of members voting at the annual business meeting is required to pass such an amendment.