NAPLES PRESS CLUB BYLAWS
Adopted by Vote of NPC Members, April 9, 2014
ARTICLE I. NAME & PURPOSE
The organization will be known as the Press Club of Southwest Florida, hereafter referred to as the Club. The mission of the Press Club of Southwest Florida is to share information; encourage quality journalism; provide scholarships, grants and assistance to local high school and college students; create a network of contacts and resources for our members; and enrich our community.
ARTICLE II. LOCATION
The records of the Club will be kept in the Club’s office files, currently located in the Greater Naples Chamber of Commerce office, or elsewhere that the Board may designate, providing the Board is informed officially at a regular meeting of the whereabouts of all records. All records are the property of the Club.
ARTICLE III. MEMBERS
Section 1: Any regular member in good standing shall have the right to vote.
Section 2: Requirements for membership in the Club are determined by the Board, and shall include a list of qualifications and the payment of yearly dues. The requirements may be waived for a given individual upon a two-thirds vote of Board members present. No applicant for membership will be considered until he or she completes a Membership Application and tenders the appropriate dues.
Section 3: Membership is for a one-year period.
Section 4: A member may be removed for cause by resolution adopted by an affirmative vote of two-thirds of the total members on the Board of Governors.
Section 5: A category of Associate Member has been created to include persons having an interest in the Club but who do not qualify for the category of Active membership. Dues for Associate Members will be determined by the Board of Governors. Associate Members cannot vote.
ARTICLE IV. BOARD OF GOVERNORS
Section 1: The number of members of the Board of Governors shall be not less than nine (9), (including officers) nor more than determined by the Board.
Section 2: The Board may consider individuals for Board membership during the year, but anyone proposed for Board membership during the year must be approved by a majority of Board members at a Board meeting, and must stand for election by the Club membership at the next annual meeting if he or she wishes to continue on the Board for the next year. An electronic vote to approve or disapprove a candidate for the Board is permissible.
Section 3: The term of each officer and governor, except Secretary and Treasurer, shall be two years. There will be no limit for Secretary or Treasurer. The President, Vice Presidents and Governors may not serve more than two consecutive terms. However, this limitation may be waived by a vote of two-thirds of the Board members present at a Board meeting.
Section 4: When an officer or governor dies, resigns or is removed, the Board may name someone to fill the unexpired term.
Section 5: Any officer or governor may be removed from the Board of Governors for just cause by an affirmative two-thirds vote of the majority of all governors present at a special or regular meeting of the Board. Notice of the proposed removal will be given to Board members with the notice of the meeting at least ten (10) days in advance. The officer or governor involved shall be given an opportunity to be present and heard at the meeting at which his or her removal is to be considered. A Board member not present at a meeting considering the removal of an officer or governor may cast his vote by e-mail, telephone or fax.
Section 6: No compensation will be paid to any member of the Board for services as a member of the Board.
Section 7: Committee chairs that are not Board members will be ex-officio. They will be entitled to participate in discussions but not to vote.
ARTICLE V. MEETINGS
Section 1: An annual meeting of the Club shall be held each December for the purpose of electing officers and governors. A quorum at the annual meeting shall consist of the number of members in good standing present.
Section 2: Notification of the annual meeting shall be given to all members in writing or in electronic form at least three weeks prior to that meeting.
Section 3: Special meetings of the Board of Governors may be called at any time by the President of the Club, or in his or her absence, by a Vice President, or upon receipt of a request by a simple majority of Board members. Notice of special meetings of the Board will be made at least three (3) days in advance by phone, fax, mail or e-mail. Emergency meetings, as determined by the President, may be held electronically with communication between Board members and voting taking place by phone, fax or e-mail, and the matter added to Board minutes.
Section 4: Notices of special meetings of the membership shall be made at least a week in advance by phone, fax, mail or e-mail.
Section 5: The Board of Governors will meet at least six times a year. Five governors shall constitute a quorum for the transaction of any business at any meeting of the Board.
Section 6: All meetings of the membership, Board of Governors and any committee of the Board shall be conducted according to Roberts Rules of Order, Newly Revised.
ARTICLE VI. OFFICERS
Section 1: The officers of the Club shall be a President, a 1st Vice President—Administration, a 2nd Vice President—Programs; Secretary, Treasurer, and such other officers with duties as prescribed by the Board. In addition, the Board may engage the services of outside, independent contractors to perform such duties as the Board may determine. Any such person engaged may be compensated for duties performed, such duties to be determined by the Board and put in writing.
Section 2: The officers will be elected by the members at the annual membership meeting. Each officer will serve a two-year term, except for the Secretary and Treasurer, for which there are no limits. Officers are automatically members of the Board of Governors.
Section 3: A vacancy may be filled by a majority vote of the Board for the remaining (unexpired) portion of the term.
Section 4: The President shall be the Chief Executive Officer of the Club. It will be the duty of the President to preside at all meetings of the Board of Governors, to have general supervision of the affairs of the Club and to appoint ad hoc committee chairs, subject to the approval of the Board.
Section 5: It shall be the duty of the 1st Vice President—Administration to act in the absence or disability of the President and to assume such other duties as may be agreed upon with the President or the Board. In the absence of the President, the execution of the office by the 1st Vice President-Administration will have the same force and effect as if it were executed on behalf of the Club by the President. The 1st Vice President-Administration will assist the President in preparation of the agenda for Board meetings. He or she will also act as a greeter at Club meetings.
Section 6: The 2nd Vice President-Programs shall arrange and plan programs for membership meetings.
Section 7: Duties of the Secretary: The Secretary shall keep a roster of all Officers and Board members. The Secretary shall keep minutes of the Board meetings and distribute them to all Board members in a timely manner. The Secretary shall have access to the Club’s files in the Naples Chamber of Commerce office.
Section 8: Duties of the Treasurer: The Treasurer shall oversee the financial aspects of the Club. The Treasurer shall report to the Board orally from time to time on financial matters and prepare any necessary reports.
Section 9: Any Officer of the Club, in addition to the powers conferred upon him or her by these Bylaws, will have such additional powers and perform such additional duties as may be prescribed from time to time by the Board.
Section 10: Rhona Saunders, a founding member of the Club and President-Emeritus, shall be an active Board member for life. Each President upon completing their term of office shall be deemed the “Immediate Past President” and may continue on the Board until no longer the Immediate Past President.
ARTICLE VII. COMMITTEES
Section 1: Committee members may include members of the Board, members of the Club, or other interested individuals. Committees, with the exception of the Executive Committee, shall be appointed by the President, subject to the Board’s approval.
Section 2: Executive Committee: The Executive Committee shall be composed of the President, the 1st Vice President-Administration, the 2nd Vice President-Programs, Secretary, and Treasurer. If necessary, an alternate may be designated by the President. The President shall be Chairman of the Executive Committee.
Section 3: Standing Committees: The Standing Committees shall be: (a) Program, (b) Membership, (c) Scholarship, (d) Publicity, (e) Communications, and other committees as determined by the Board.
(a) Program Committee: The committee shall be chaired and overseen by the Vice President-Programs. It shall be responsible for the provision of speakers for regular meetings, and coordination of meeting room logistics, meeting costs and menus, and the dissemination of information to the membership by ListServ and the Message Line. The Program Committee shall be responsible for overseeing ad hoc committees formed to organize special events.
(b) Membership Committee: This committee shall consist of a chairman and other members as needed, designated by the Board. The committee shall be proactive in obtaining new members and advise other committees as to how best to encourage growth.
(c) Scholarship Committee: This committee is charged with organizing scholarship programs and maintaining contact with the Champions for Learning re tax exempt matters, and the payment to educational institutions of any funds. The committee also should be in contact with appropriate educational institutions concerning scholarship programs that are of interest to the Club, and should participate in the selection of scholarship and intern recipients.
(d) Publicity: The Publicity Chairman shall seek publicity when appropriate about forthcoming Club events and activities using the various means necessary to reach a diverse media. He or she should also invite members of the news media to cover those meetings that may be expected to be newsworthy.
(e) Communications Committee: This committee oversees NPC outreach and communication including publicity and promotions—both online and offline—to build awareness to key audiences. The committee also oversees primary communication to members via email, social media, newsletters and other appropriate formats as determined. The committee reports directly to the NPC President. Members include 2nd VP-Programs, Publicity Chair, Newsletter Editor and other committee members as deemed necessary. The Communications Committee works to determine a communication strategy based on long-term goals as well as to identify and follow new communication trends.
Section 4: A Nominating Committee shall be appointed by the President no later than sixty (60) days prior to the annual meeting. It is charged with the responsibilities of screening, selecting and confirming candidates’ availability as well as their willingness to serve. It will make a report to the Board at least twenty-five (25) days prior to the annual meeting. The committee shall be composed of no less than three (3) and no more than five (5) members, at least one (1) of whom shall NOT be a member of the current Board.
Section 5: Ad Hoc Committees: The President, with the approval of the Board, may appoint such other committees as needed.
ARTICLE VIII. ELECTIONS
Section 1: The slate of officers and governors recommended by the Nominating Committee shall be announced to the membership by electronic means or by postal mail at least fifteen (15) days prior to the annual meeting.
Section 2: Any member in good standing may place the name of any member, including his or her own, in nomination for any office or Board seat, providing that the candidate is qualified to hold office.
Section 3: Nominations may be accepted from the floor at the annual meeting with the approval of the person being nominated.
Section 4: Election or re-election of officers and governors will occur as the first item of business at the annual meeting of the organization in December by a majority of the members in good standing present. Officers and governors shall assume office immediately upon election.
Section 5: A secret ballot shall be held for any contested office.
ARTICLE IX. FISCAL YEAR
The fiscal year shall end on December 31.
ARTICLE X. AMENDMENTS
These bylaws may be approved, altered, amended or repealed at any duly called meeting of the Club membership. The Board, by a vote of the majority of all governors, or ten (10) members in good standing by petition to the President and/or Secretary, may propose amendments to the bylaws. Proposed amendments shall be made available at a regular Club meeting and/or distributed electronically for acceptance or rejection by the membership.
ARTICLE XI. DISSOLUTION
In the event of dissolution, all remaining assets and property of the Club, after necessary expenses thereof have been paid, shall be distributed to such organizations as shall qualify under Section 501(c)(3) of the Internal Revenue Code, or corresponding provision of any subsequent Federal tax laws; or to the Federal government, or to a state or local government, for a public purpose; or to another organization to be used in such manner as in the judgment of a Justice of the Supreme Court of the State of Florida will best accomplish the general purpose for which this organization was formed.