Bylaws of the Detroit Chapter of the Society of Professional Journalists
Revised, 2008
ARTICLE I: The Detroit Chapter
Section 1: The Detroit Chapter of the Society of Professional Journalists, Sigma Delta Chi, hereafter referred to as the Detroit Chapter. Detroit Chapter members meet the eligibility requirements contained in Article II, Section 1, of these bylaws.
Section 2: The Detroit Chapter is organized to promote the journalistic profession by such meetings, programs and projects as the chapter may decide upon; to cooperate with and assist departments and schools of journalism at institutions of higher education.
ARTICLE II: Membership
Section 1: All professional members in good standing with the National Society shall be eligible for membership in this Detroit Chapter.
Section 2: The amount of dues to be paid by each member of the Detroit Chapter shall be fixed by the Board of Directors.
Section 3: Local dues and special fees, if needed, are in addition to those payable to the National Society.
ARTICLE III: Meetings
Section 1: There shall be a regular meeting of the Detroit Chapter each month in accordance with the National Society, the time and place to be fixed by the Board of Directors. The Board of Directors also shall be authorized to call special meetings of the Detroit Chapter.
Section 2: Notice of each meeting shall be sent by mail or e-mail to the recorded e-mail or mailing address of each member of the Detroit Chapter at least seven (7) days in advance of the meeting date.
Section 3: Special meetings of the membership may be called for any purpose by the Board President as directed by a resolution of the Board of Directors or by a petition signed by one-third (1/3) of the voting membership presented to the Secretary of the Detroit Chapter. Notice of any special meeting shall state the time and place of such meeting, and purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.
ARTICLE IV: Board of Directors
Section 1: The affairs of the Detroit Chapter shall be governed by a Board of Directors, all of whom shall be members in good standing. They will serve without compensation.
Section 2: The board of directors shall be composed of twelve (12) members plus the immediate past president, with all having a vote. If the immediate past president is unable to serve as a board member, a past president may serve as the 13th board member, also with voting rights. Any past president who serves on the board will do so at the board's discretion and must be in good standing as a dues paying member of SPJ.
All will serve for two-year terms. Seven (7) of the 12 board members will be elected in even numbered years; the remaining five (5) in odd-numbered years. Directors shall hold office until their successors have been elected and hold their first board meeting.
(Amended 1994): Directors can serve for eight years after which time they will be required to resign their seat. After two years, those same directors so wishing will be allowed to run for a director’s seat. This stipulation will be enacted for the election of 1995.
Section 3: The board shall consist of the five (5) current officers of the Detroit Chapter, seven (7) other professional members, and the immediate past president.
Section 4: The board of directors shall have all powers and duties necessary for the administration of the affairs of the Detroit Chapter, and may do all such acts and things as are not prohibited by law, the board of directors of the National Society or the bylaws of the National Society.
Section 5: It shall be the duty of the board of directors, in addition to the foregoing duties imposed by these bylaws or any further duties which may be imposed by resolutions of the members of the Detroit Chapter;
a.) To levy, collect and disburse membership dues and/or fees.
b.) To enforce the provisions of the bylaws of the Detroit Chapter.
c.) To stimulate membership growth and encourage meeting attendance.
d.) To determine representation at the National Society’s Annual Convention.
e.) To cooperate with National Society staff in all matters furthering the programs and goals of the Society. This shall specifically include the submission to National Headquarters of membership rosters, and financial and other reports.
Section 6: Directors shall, upon assignment by the Board President, have full responsibility for the supervision of such standing committees as shall be functioning according to the needs of the Detroit Chapter.
Section 7: At any general or special meeting of the membership duly called, any one or more of the directors may be removed without cause by a majority of the voting membership, provided that the director(s) to be removed shall have ten (10) days notice in writing of the motion to remove, and a successor shall then and there be elected to fill the vacancy. Any director whose removal has been proposed by the membership shall be given an opportunity to be heard at the meeting.
Section 8: Vacancies on the Board of Directors caused by any reason other than the removal of a director by a vote of the membership shall be filled by vote of the majority of remaining directors. Each person so elected shall be a director for the balance of that term.
Section 9: Board members shall be elected by ballot in June of each year.
Section 10: Regular meetings of the Board of Directors may be held at such times and places as shall be determined from time to time by a majority of the directors, but at least one such meeting shall be held during each month except in August. Notice of regular meetings of the Board of Directors shall be given personally by e-mail, telephone, fax, text/IM message, pager or postal service at least seven (7) days prior to the date set for such meeting.
Section 11: Special meetings of the Board of Directors may be called by the Board President on three (3) days’ notice to each director, given personally by e-mail, telephone, fax, text/IM message, pager or postal service, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the Board President or Secretary in like manner and on like notice on the e-mailed request of two directors.
Section 12: At all meetings of the Board of Directors, a majority of the directors, seven (7), shall constitute a quorum for the transaction of business, and the acts of the majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors, there be less than a quorum present, the majority of those present may adjourn the meeting to such time as a quorum can be assembled. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice of business to be transacted.
ARTICLE V: Officers
Section 1: The principal officers of the Detroit Chapter shall be a President, who also serves as President of the Board of Directors, a Vice-President, Secretary, Treasurer, and Immediate Past President or a Past President, all of whom shall be members of the Board of Directors.
Section 2: The officers of the Detroit Chapter shall be elected annually by the Board of Directors at the first meeting of each new Board, and shall hold office at the pleasure of the Board.
Section 3: Upon an affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board called for such purpose.
Section 4: The President of the Board shall be the chief executive officer of the Detroit Chapter and shall preside at all meetings of the Detroit Chapter and of the Board of Directors, shall appoint committees with the consent of the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chapter President shall make an annual report in June to the membership and National SPJ regarding activities of the previous year.
Section 5: The Vice-President shall take the place of the President and perform duties whenever the President shall be absent or unable to act. If neither the President nor the Vice-President is able to act, the Secretary shall take the place of the President and perform the duties of that office. In addition, the Vice-President shall perform such other duties as shall from time to time be imposed upon them by the Board of Directors, and shall jointly be responsible for the programs at the meetings.
Section 6: The Secretary shall keep the minutes of all meetings of the Board of Directors; shall have charge of such books and papers as the Board of Directors may direct; and shall, in general, perform all the duties incidental to the office of the Secretary. All Detroit Chapter records shall be given to the succeeding Secretary by the retiring Secretary.
Section 7: The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Detroit Chapter, and shall deposit, or cause to be deposited, all monies and other valuable effects in the name and to the credit of the Detroit Chapter in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse, or cause to be disbursed, the funds of the Detroit Chapter as may be ordered by the Board of Directors, and shall obtain proper vouchers for such disbursements. The Treasurer shall render to the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all transactions and the financial condition of the Detroit Chapter, and shall prepare, together with the Board of Directors, annual budgets for the operation of the Detroit Chapter.
Section 8: The officers shall have such other duties, powers and responsibilities as shall, from time to time, be authorized by the Board of Directors.
ARTICLE VI: Elections
Section 1: At annual elections held each June, the directors shall be elected as follows: seven (7) directors shall be elected in even numbered years; five (5) directors shall be elected in odd-numbered years.
Section 2: The President shall appoint a nominating committee at least six (6) weeks prior to the election. The Committee shall verify the eligibility of proposed candidates and present a slate of candidates for election. (Amended 1994): Nomination of directors will be made by a committee of three persons selected from the general membership and chaired by a board member not up for re-election. The nomination committee process will begin in 1994. The committee will bring its recommendations to the board the second week in April.
Section 3: Any member in good standing may be nominated to stand for election to the Board of Directors of the Detroit Chapter, providing the procedural rules of the nominating committee are followed.
Section 4: The President shall appoint an elections committee at least six (6) weeks prior to the ballot deadline. The elections committee shall establish the elections procedure; conduct the election; appoint tellers to tabulate election results; and certify election results.
ARTICLE VII: Convention Attendance
The Detroit Chapter shall be represented at each National Convention by a delegate and an alternate elected by the Detroit Chapter and in good standing with the National Society.
ARTICLE VIII: Fiscal Year
The Fiscal Year of the Detroit Chapter shall be an annual period commencing on such date as may be initially determined by the directors. The commencement date of the fiscal year shall be subject to change by the directors for accounting reasons or other good cause. The Fiscal Year of the Detroit Chapter shall be an annual period commencing on January 1 and running through December 31.
ARTICLE IX: Amendment
These Bylaws may be amended by the Detroit Chapter membership by an affirmative vote of a majority of members in good standing.
ARTICLE X: Parliamentary Authority
All meetings of the Board of Directors shall be conducted in accordance with reasonable rules of order established by the Board of Directors at or before the commencement of such meetings. All meetings of the Detroit Chapter membership shall be conducted in accordance with Roberts Rules of Order, as revised or amended from time to time.
ARTICLE XI: Severability
In the event that any of the terms, provisions or covenants of these bylaws are held to be partially or wholly invalid or unenforceable for any reason whatsoever, such holding shall not affect, alter, modify or impair in any manner whatsoever any of the other terms, provisions or covenants of these bylaws.
1994 REVISIONS
BYLAW CHANGE: Board Elections
Directors can serve for eight years after which time they will be required to resign their seat. After two years, those same directors so wishing will be allowed to run for a director’s seat. This stipulation will be enacted for the election of 1995. Nomination of directors will be made by a committee of three persons selected from the general membership and chaired by a board member not up for re-election. The nomination committee process will begin in 1994. The committee will bring its recommendations to the board the second week in April.
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