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Bylaws

We, the members of the Society of American Business Editors and Writers, Inc., have joined together in the common pursuit of the highest standards of economic journalism, through our individual and collective efforts.

The Society recognizes that economic freedom is inextricably linked to political freedom and that an informed public can ensure freedom is sustained. It is the Society’s mission as an independent, not-for-profit corporation to promote comprehensive reporting of economic events without fear or favoritism and to upgrade skills and knowledge through continuous educational efforts.

Article I Purpose

Section 1.

The name of the corporation is the Society of American Business Editors and Writers, Inc. The Society is incorporated in Illinois and shall maintain a registered office and a registered agent whose business office is identical with such registered office. The Society may have additional offices, including its administrative headquarters, within or without the state.

Section 2.

The purpose of the Society is to serve as an educational organization and specifically to encourage and facilitate continuing education in reporting, writing, editing and producing economic and financial news. This mission is accomplished, among other ways, through an annual convention of its members; specialized meetings as determined by the board of governors; a membership directory; achievement awards; and periodic communications by the administrative office. The Society also shall encourage members to communicate with each other and help create a network of member interaction.

Section 3.

The purpose of the Society is to improve the competence and independence of business journalism, particularly as it applies to the people’s right to know about economic events and issues. The Society shall publish and promote a code of ethics for business journalism by which members are expected to guide their actions.

Section 4.

The Society shall not allow its name to be used for tacit or implicit endorsement of another group, unless approved by the board of governors.

Article II Governance

Section 1.

The affairs of the Society shall be managed by or under the direction of the board of governors. Powers not specifically reserved to the membership shall be the responsibility of the board of governors. The board of governors shall consist of 22 members, of which 18 shall be governors and four shall be officers.

Section 2.
Six governors shall be elected at large annually by the membership during its annual convention to serve three-year terms.

Section 3.

The Society’s four officers shall be: president, vice president, treasurer and secretary. The board of governors shall have the power to appoint additional officers, as it deems necessary. All officers are deemed to be voting members of the board.

The secretary shall be elected to a one-year term by the board of governors at its mid-year meeting, to take office after the next annual membership meeting. After serving a one-year term in that office, the secretary shall automatically become treasurer; after serving a one-year term as treasurer, that person shall automatically become vice president; after serving a one-year term as vice president, that person shall automatically become president for a one-year term.

The president shall be the principal executive officer of the Society and shall perform the functions customarily associated with such a position, including presiding at all meetings of the Society’s membership and board of governors.

Subject to the direction and control of the board of governors, the president shall be in charge of the business and affairs of the Society and shall see that the resolutions and directives of the membership and board of governors are carried into effect except in those instances when that responsibility is assigned to some other person by the board of governors.

On behalf of the Society, the president may execute, either individually or with another officer authorized by the board of governors, any contracts or other instruments that the board of governors has authorized to be executed. The president may designate committees of the board of governors to assist the work of the board. Unless specified elsewhere in the bylaws, committees serve at the pleasure of the president and may contain board members and non-board members , as long as all committee members are members of SABEW.

The vice president shall perform the duties of the president if the president is unable or unwilling to fulfill his or her duties; when so doing, the vice president shall have all the powers, and be subject to all restrictions of the office of the president. The vice president shall succeed to the presidency at the end of the annual membership meeting. Such succession shall take place unless a two-thirds vote of board members present and voting decides otherwise.

The treasurer shall help prepare and monitor the Society’s budget and oversee cash flows and financial record plus work with the Society’s finance or audit committee on annual review of the Society’s financial condition and procedures. The treasurer shall not be a voting member of any finance or audit committee.

The secretary shall record minutes of membership meetings and meetings of the board of governors; oversee the administration of necessary Society correspondence; see that all notices are duly given as required by law or these bylaws; and oversee the maintenance of the Society’s membership list.

Section 4.

The nominating committee shall be composed of the three immediate past-presidents of the Society, the vice president and one member of the board of governors appointed by the president for a one-year term. The chair of the committee will be the immediate past president.

Section 5.

Governors and officers must be SABEW members. Officers must be active in the practice of business journalism as defined by Article III, Section 1 paragraph or have not otherwise taken a job that would disqualify them from membership. Newly elected governors and officers shall take office after the annual membership meeting at which they are elected. When a vacancy among the officers or governors occurs, the president shall have the ability to fill the unexpired position until the next annual meeting.

A governor or officer who fails to attend two consecutive meetings of the Board – fall and spring – will be considered to have resigned, unless the governor petitions the board to retain the seat and the Board approves the petition by a majority vote of the governors present.

Section 6.

The president may call a meeting of the board of governors on his or her own initiative and must call a meeting when so requested by a majority of the board of governors. A majority of the board of governors shall constitute a quorum for the transaction of business at any meeting of the board of governors. If less than a majority of the governors are present at said meeting, a majority of those governors present may adjourn the meeting to another time without further notice.

Section 7.

The act of a majority of the governors present at a meeting at which a quorum is present shall be the act of the board of governors, unless the act of a greater number is required by statute, these bylaws, or the Society’s articles of incorporation. No member of the board of governors may act by proxy on any matter.

Section 8.

Board meetings may be conducted by conference telephone call, provided that a quorum participates in the call. The authority of the board of governors may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all the governors entitled to vote.

Section 9.

There shall be an executive committee of the Society, which shall consist of the four officers of the organization and two other governors, nominated by the president for a one-year term and approved by the board. The immediate past president may serve as a nonvoting ex officio member for one year, unless three of the four ladder members on the executive committee that immediately succeeds the departing president vote to exclude said past president from the executive committee.  The executive committee may exercise the powers of the board of governors when the board is not in session.

Four members of the executive committee shall constitute a quorum for the transaction of business. Meetings of the executive committee may be called by the president or by any three members of the committee. The act of a majority of the executive committee members shall be the act of the executive committee.

No member of the executive committee may act by proxy on any matter. The executive committee may meet by conference telephone call and take action by written consent, just as in the case of the board of governors. Within five calendar days of taking an action, the executive committee must report to the board in writing the action and the reasons for it.

Notwithstanding any other provisions of the constitution and bylaws, the executive committee shall not have the power to:

- adopt a plan for the final distribution of the assets of the corporation or for dissolution;

- approve any act that, according to statutory law, must be approved by the members;

- elect, appoint or remove any officer or governor;

- adopt, amend or repeal the constitution and bylaws or articles of incorporation;

- adopt a plan of merger or adopt a plan of consolidation with another corporation or authorize the sale, lease or exchange or mortgage of all or substantially all of the property or assets of the corporation;

- amend, alter, repeal or take action inconsistent with any resolution or action of the board of governors when the resolution or action of the board of governors provides by its terms that it shall not be amended, altered or repealed by action of a committee.

The Society’s board shall be advised by four non-voting ex-officio members: the three immediate past presidents plus the SABEW Chair in Business and Financial Journalism at the Missouri School of Journalism. (changed 5/06)

Article III Membership

Section 1.

Membership in the Society shall be restricted to persons for whom a significant part of their occupation involves writing, reporting, editing or overseeing business, financial or economic news for newspapers, magazines, newsletters, journals, books, press or syndicated services, radio or television, online publications, or other media approved by the board and to teachers and students of business journalism or business media subjects at recognized colleges or universities or other organizations approved by the Society’s Board of Governors.

Members may also retain full membership status upon honorably leaving the practice of business journalism but who continue to maintain their membership in the Society by timely payment of annual dues and by conducting themselves in accord with this constitution and bylaws.

Section 2.

Members shall be accepted through application to the Society’s administrative office and approval by a majority of the board of governors. The board shall consider memberships at least twice a year in the spring and fall.

Section 3.

Those seeking membership  who do not meet membership requirements may be designated as associate members with no voting privileges and no eligibility to serve on the board of governors, unless the board of governors determines that their association detracts from the standards and goals of the Society. An associate member may continue in that status and participate in the activities of the Society by paying an annual associate member’s fee.

Section 4.

The board of governors shall have the power to terminate the membership of a member who, in the opinion of two-thirds of the board, is not qualified for membership or who has caused embarrassment to the Society. Said member shall have the right to seek a review of the board’s action at the next annual convention. The member may be reinstated by the approval of two-thirds of the voting members at the annual membership meeting.

Article IV Staffing

Section 1.

The Society shall locate its administrative headquarters at a site determined by the board of governors and approved by a majority of those attending an annual membership meeting.

Section 2.

The executive director shall be appointed by the board of governors to oversee the administrative operations of the Society as specified in a contract and shall be paid according to the contract. Additional administrative personnel may be appointed and compensated by approval of the board. Those staff members shall report to the executive director who will have responsibility for hiring, firing, compensation, evaluation and administrative duties related to staff, with oversight from the executive committee.

The Society believes that the effectiveness of any organization is largely dependent upon its people. In meeting the organization’s staffing needs, the Society seeks to fill all positions with qualified candidates. In accordance with state and federal law, all potential candidates for positions will receive equal consideration without regard to race, disability, religion, color, national origin, gender, age, ancestry, citizenship, veteran’s status, sexual orientation or other non-job related factors in hiring, promoting, demoting, training, benefits, layoffs, terminations, recommendations, rates of pay or other forms of compensation.

Section 3.

The board of governors may authorize the executive director or any other agent in addition to officers so authorized to sign checks, drafts or other orders for the payment of money issued in the name of the Society. All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies or other depositories as the board of governors may select.

Article V Voting

Section 1.

Actions taken by the members at the annual membership meeting shall be by majority vote of the voting members in good standing, registered for the convention, at the meeting at which a quorum is present. A quorum shall be 25 members present in person. Each institutional member shall have one vote.

Section 2.

Potential amendments to the bylaws will be considered by a governance or bylaws committee. This committee will be passed directly to the full board of governors for a vote. If the amendments are approved by a two-thirds vote of the governors, they will be presented to the membership. Bylaws may be amended only by a two-thirds vote of members in good standing, present in person, at the annual membership meeting.

Section 3.

The annual conference location shall be decided by a majority of the board of governors. The board of governors may establish or sanction seminars, regional meetings or other events. (changed 2002)

Section 4.

The Society’s annual convention and other educational or informational meetings shall be open to all who meet the registration requirements as established by the board of governors. Participation at the membership meeting during the Society’s annual convention shall be open only to voting members. All meetings are open for news coverage at no cost to the media, except for food expenses when the program director believes it is necessary.

Article VI Dues

Section 1.

Membership dues shall be determined by majority vote of the board of governors. Members delinquent in dues shall not be eligible to vote. If a person remains delinquent after six months, the member will be notified by the Society. If after 60 days, dues are still unpaid, he or she must reapply for membership.

Section 2.

Other fees or charges necessary to carry out the business of the Society may be established by the board of governors.

Article VII Dissolution

Section 1.

Any proposal to dissolve the Society must be approved first by a vote of three-quarters of the board of governors and then by a vote of two-thirds of the members in good standing.

Such a proposal must be disseminated to the entire membership at least 90 days before the board of governors vote upon it and at least a 30-day notice must be given to the members between the time that the board votes to dissolve the Society and the full membership votes on the matter.

Such a proposal must include a full explanation for advancing it; a plan for proxy voting by the membership; a plan for winding up the financial affairs of the Society and disposition of any assets; and a plan for discharging any other obligations of the Society and its officers.

About

Society of American Business Editors and Writers

Walter Cronkite School of Journalism and Mass Communication,
Arizona State University

Suite 416, 555 North Central Ave, Phoenix, AZ 85004-1248
Phone: (602)-496-7862 Fax: (602) 496-7041

E-mail: sabew@sabew.org

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