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I. Purposes:

The Sacramento Press Club is a nonprofit public benefit corporation within the definition of California Nonprofit Corporation Law. The property of the corporation is dedicated to charitable and education purposes which meet the Internal Revenue Code requirements for 501(c)(3) organizations.

II. Office:

The principal office for the transaction of business of this club shall be located in the County of Sacramento, State of California. The Board of Directors shall have the authority to change the principal office from one location to another within the county.

III. Board of Directors:

1. The powers of the corporation shall be exercised, its property controlled, and its affairs conducted by a Board of Directors consisting of fifteen (15) Active members. A majority of members must be Working Media as defined in these Bylaws.

a) The terms of the fifteen (15) Active members shall be divided so that each of the 15 members shall serve two years. In even years, eight (8) of these shall be elected for a two (2) year term, and there shall be a holding over of seven (7) members from the previous board. In odd years, there will be an election for the other seven (7) seats.
b) The annual election is done online. Only Active members may vote.

2. One-half of the directors shall constitute a quorum for the transaction of business. (No proxy shall be used in the quorum count.)

3. No voting by proxy for officers shall be allowed. However, proxy voting at all scheduled or emergency meetings is permissible, provided that written notice of intent to be absent and designation of the proxy shall have been filed with the President or Secretary prior to the meeting. It must state the limitations of the proxy. Written proxies may not extend from one meeting to the next.

4. Vacancies on the board of directors may be filled by a majority vote of the remaining directors. Any vacancy or vacancies on the board of directors shall be deemed to exist in case of the death, resignation, removal, or failure to qualify of any director.

5. If any director shall fail to attend three regular meetings of the board of directors in one year, the board, by a majority vote, may declare such director’s position vacant and select a replacement director.

6. One-year membership shall be required before a person is eligible for election to the Board. However, the Board may fill vacancies by appointing any active member, even if that person has not been a member for a year.

7. Without limitation thereto, but subject to any limitations in the articles of incorporation and by-laws of this corporation, and General Corporation Law of the State of California, the directors shall have the power:
a) To select and remove all officers, agents, and employees of the association, prescribes such powers and duties for them as may not be inconsistent with law and fix their compensation, if any.
b) To conduct, manage, and control the affairs and business of the club and to make rules not inconsistent with the laws of the State of California, or the articles of incorporation, for the guidance of the officers and management of the affairs of the club.
c) To pass upon the qualifications of prospective members of this club, and to elect them to membership.
d) To provide a periodic audit of the books of the club.
e) Except as the bylaws may provide otherwise, any regularly elected officer can be removed from office by a majority vote of the Board of Directors for cause, that is, misconduct or neglect of duty in office.
f) To borrow money, expend money, or incur indebtedness.
g) A simple majority of all members of the Board of Directors shall be necessary to move, transfer or commit the reserve fund held in institutions.

8. The directors of this club shall not be entitled to any compensation for their services as such.
a) Persons, including directors, editing the monthly and annual publications, scripting individual events, or selling advertising for major events shall be entitled to compensation or commissions.

9. The remaining officers of this corporation shall have such powers and duties as shall be conferred upon them from time to time by the Board of Directors.

10. Standing and operating committees will be named by each year’s new Board of Directors and each director must serve on at least one committee. Such panels may include these Standing Committees:
a) A Membership Committee, which shall promote membership in the club and process membership applications, checking eligibility, and present applications to the Board for action. The committee shall assist the Secretary in maintaining a current membership roster and a historical roster of past members.
b) A Finance Committee which shall, with the treasurer as chair, submit a proposed balanced budget for the ensuing year at the January meeting of the Board of Directors and study ways and means for keeping the club on a sound financial foundation. Also, the Finance Committee will seek grants, endowments and other donations from individuals, corporations and foundations to further the goals of the club.
c) A Program Committee, which shall plan and oversee club activities in keeping with the Charter and declared purposes of Sacramento Press Club.
d) A Nominating Committee, which shall nominate as many candidates (or more) for director as there are vacancies to be filled on the Board of Directors. The committee must name candidates who have agreed to stand for election to the Board and must have a list of candidates available for review by board members before the annual membership meeting.
e) A Scholarship Committee, which shall oversee the Sacramento Press Club’s annual process for awarding scholarships to journalism students. This process includes soliciting applications, selecting judges, choosing winners and helping to organize an annual luncheon where the scholarships recipients are presented.

IV. Indemnification of Officers and Directors
It shall be the policy of the club:

1. To defend and indemnify its present and former directors and officers, and the estates, representatives, heirs, legatees or devisees of each such person, for the reasonable expenses incurred by any of them, including attorney’s fees, in the defense of any proceeding arising out of alleged misfeasance or nonfeasance in the performance of their duties.

2. To pay such sums as may be required to satisfy a judgement or fine rendered or levied against any such person for an act alleged to have been committed while such person was a director or officer of the club, provided that he or she was acting in good faith and according to what he or she reasonably believed to be within the scope of his or her authority, and for a purpose that he or she reasonably believed to be in the best interests of the club or its members.

V. Membership
1. Individual memberships are not transferable and no membership shall be in force until accepted by a majority of the Board of Directors at a regularly scheduled meeting, as recommended by staff.

2. Any member may be expelled by a two-thirds vote of the Board of Directors, and that person’s membership forfeited for conduct determined by the Board to be detrimental to the welfare or character of the club, or for any violation of the by-laws or rules of the club, or when in default of the payment of any indebtedness to the club.

3. Membership categories shall be:
a) Working Media Members: Persons who are active editorial employees of newspapers, general circulation magazines, news wire services, online publications, radio and television stations and networks; foreign correspondents, videographers, active full-time free-lance writers, photographers and photojournalists in all media whose material is published and/or produced regularly, and executives concerned with the hiring or supervision of persons in this category.
b) General Members: Any other person, including those interested in media issues, the future of journalism, and the education purposes of the Sacramento Press Club is eligible to be a general member.
c) Student: Students who are attending an accredited college or university.

VI. Dues and Assessments
1. All dues, as determined by the board of directors, are payable on an annual basis.

2. All members of the club shall be personally liable to the club for their dues and assessments, but no director or member shall be personally liable for the debts, liabilities or obligations of the club.

VII. Voting
1. Only Active members may vote.

2. All voting shall be conducted by an online ballot, e-mailed to each Active member.

3. Nominations for directors shall be made by a nominating committee appointed by the President and approved by the Board of Directors. Active members may also make additional nominations from the floor at the annual membership meeting.

4. The election of officers shall occur at any organizational meeting of the Board of Directors after the annual election. At this time, the Board of Directors shall suspend its business to allow for the seating of the newly elected directors, who will join those board members whose terms are continuing, constituting the board for the coming year. At that time, the new board shall hold an election for President, Vice President, Secretary and Treasurer. Subsequent to the organizational meeting, the new board shall adjourn to allow the incumbent board to reconvene to complete its business.

VIII. Meetings
1. The club shall hold its annual meeting during the last quarter of each year.

2. The agenda for the annual meeting shall include:
a) A report by the president and other officers on the status of the club.
b) A report on nominations to the Board of Directors, and opportunity for additional nominees by Active members.
c) Recommendations from the Active members to go before the Board of Directors.
d) Any other matters of concern.

3. Members of the club may call a general meeting by petition of at least 25 percent of the total of the Active members. The Board of Directors shall have the power at any time to call a general membership meeting of voting members.

4. Ten (10) percent of the Active membership shall constitute a quorum for any general meeting.

5. If the president believes board action is desirable on a question that may come up between regular board meetings, the president may communicate with the directors. If it is determined that a majority of the board members are in agreement on such a question, the action of this majority of the board shall have the same authority and effect as though an agreement shall have been reached in a regularly scheduled directors’ meeting. A report of this decision shall be made at the next regularly scheduled meeting, and the action of this majority of the board shall have the same authority and effect as though such an agreement had been reached in a regularly scheduled directors’ meeting.

6. Special meetings of the Board of Directors may be called at any time by the president or at the request of five directors.

7. Meetings of the Board of Directors shall be held at such place or places in the County of Sacramento, or elsewhere, as shall be determined by the Board of Directors. The meeting agenda shall preferably be sent to each director’s address according to the records of the club at least seven days prior to the board meeting. Meetings may be held by telephone or video conference or by electronic transmission if necessary.
a) Notice of special meetings shall be given either personally, in writing or by electronic means to each director at least three days prior to the date set for such meeting.
b) A quorum of the board of directors may adjourn any directors’ meeting to meet again on a stated day and hour. In the absence of a quorum at any board meeting, a majority of the directors at that meeting shall fix a new time and date for that meeting. Notice of the new time and date of the meeting shall be given to all directors of the board.

IX. Officers
1. The board of directors shall elect a President, Vice President, Secretary, and Treasurer. The President and Vice President must be members of the working media as defined in section V.3 (a). The board may appoint such other officers, assistant officers and agents as they deem best. The President, Vice President, Secretary, and Treasurer shall be the Executive Committee. The treasurer need not be a board member.

2. The President of the Board shall preside at meetings of the Board and shall exercise and perform other powers and duties as the Board may assign from time to time.

3. The Vice President shall perform all duties of the President if the President is absent or disabled. When so acting, the Vice President shall have all powers of and be subject to all restrictions on the President. The Vice President shall have such other powers and perform such other duties as the Board or Bylaws may prescribe.

4. The Secretary shall oversee records containing the name and address of each member and in any case where a membership has been terminated, such fact recorded together with the date on which the membership ceased. Membership records shall be kept in the principal office of the club with by-laws and amendments thereto, with annual reports and statements to the members at the annual membership meeting.

5. At least once a year, or more often as the directors shall determine, the treasurer shall make available to the Board a written statement showing in detail the assets and liabilities of the club and the profit and loss statement.

6. All checks drawn in the name of the club shall be signed by the executive director or a board member designated by the board of directors.

X. Bylaw Amendments
1. Proposed adoption, amendment or repeal of these by-laws shall require two-thirds affirmative vote of a quorum of the Board of Directors and a plurality vote of those active members voting by electronic ballot.

2. Universally accepted parliamentary authority for the conduct of meetings is Robert’s Rules of Order, in all cases to which they are applicable and in which they are not inconsistent with the by-laws or corporate charter or any special Rules of Order the Club may adopt.

XI. Nondiscrimination
This organization, through its directors, officers and members, does not discriminate in its membership or employment practices because of race, religious creed, color, national origin, ancestry, physical disability, medical condition, marital status, sex or sexual orientation.


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