ASBPE Bylaws
Revised June
16, 2006
Revision approved by membership July 21, 2006
Article 1: Offices
The principal office of the Society shall be
in such location within or without the
State of Illinois
as shall be designated by the Board of Directors.
The Society may maintain additional offices at
such other locations as the Board of Directors
may designate. The Society shall have and continuously
maintain within the State of Illinois a registered
agent and a registered office at such location
as may be designated by the Board of Directors. Article 2: Purpose
The purpose of the Society shall be to serve
and to advance the profession of editing for
business
publications, and to encourage the highest ethical
standards at those publications. As defined by
the Society, business publications are print
periodicals with a frequency no greater than
weekly, and electronic or Internet media of any
frequency, which focus primarily on the professional
or occupational interests of business-to-business
readers.
Article 3: Membership
Section
A. Membership in the Society shall be
on an individual, personal
basis and shall be nontransferable. All membership
is on a national basis.
Section
B. Staff editor members. Persons employed
in an editorial capacity by a business publication
shall be eligible to be staff editor members
of the Society. Staff editor members shall
be voting
members of the Society. Section
C. Freelance members. Persons who edit
or write regularly for business publications, but
who are not employed by such publications, shall
be eligible to be freelance members of the Society.
Freelance members shall be voting members of the
Society and shall, at the discretion of the Board
of Directors, be eligible to serve as chapter presidents.
Section
D. Academic members. Persons who are
members of the faculty, in the departments
of journalism
or any related field, at institutions of higher
learning or high schools shall be eligible to be
non-voting academic members of the Society.
Section
E. Student members. Students of journalism
or any related field at all institutions of higher
learning shall be eligible to be non-voting student
members of the Society.
Section
F. Affiliate members. Persons engaged
in public relations or corporate communications
or
as vendors and other persons having a professional
or occupational interest in journalism, communications,
or business publications shall be eligible to be
non-voting affiliate members of the Society.
Section
G. Only staff editor members shall
be eligible to serve as directors and officers
of the Society.
Only staff editor and freelance members shall be
eligible to vote on Society matters or to hold
any director or officer position within any chapter
of the Society. Non-voting members of the Society
shall receive all other benefits attendant to Society
membership and shall be eligible to participate
in all Society activities except as set forth herein.
Section
H. Applications for membership shall
be submitted to Society headquarters and
shall be
accepted or rejected (based on the membership requirements
above) by the Society’s professional staff,
in consultation with the Society’s Membership
Committee, if any. Persons whose membership applications
have been denied may appeal that denial to the
Society’s Board of Directors. The Board of
Directors shall have final authority to determine
an applicant’s appropriate membership category.
Section
I. The Board of Directors is authorized
to expel any member when the professional or business
conduct of the member is detrimental to the interests
of the Society. A vote to expel a member shall
be by two-thirds vote of the Board of Directors.
Notice of the intent to vote on expulsion of a
member must be sent to the member involved at least
15 days prior to the meeting at which such vote
is to be taken. The member shall have full opportunity
to present testimony or other evidence, either
in advance of or during the meeting at which the
expulsion is to be considered. Dues will not be
refunded to any expelled member.
Section
J. All members of the Society shall
pay dues annually in such amounts as are
determined
by the Board of Directors. The Board of Directors
may establish different dues amounts for each membership
category. Membership shall be effective on the
first day of the month following approval of a
membership application and payment of dues. The
Society shall drop from its membership rolls any
person who has not paid his or her dues following
three billing notices.
Article 4: Membership
Meetings
Section
A. Meetings of the members of the Society
shall be held at such place, either within or without
the State of Illinois, and at such time as may
be fixed in the notice of the meeting. A quorum
at any meeting of the members shall be one percent
of the voting members of the Society. Whenever
corporate action is to be taken by a vote of the
voting members, it shall, except as otherwise required
by law, the Articles of Incorporation or these
Bylaws, be authorized by the affirmative vote of
a majority of the votes present and voted, either
in person or by proxy, at a meeting at which a
quorum is present.
Section
B. At the Annual Meeting, which shall
be held in a location and at a time determined
by
the Board of Directors, annual reports shall be
received and other appropriate business shall be
transacted.
Section
C. Special meetings shall be held on
call of the National President
or the Board of Directors, or upon the written
request of 20 or more voting members.
Section
D. Unless otherwise required by law,
written notice of meetings of the members
shall be sent
to all members not less than five (5) nor more
than sixty (60) days in advance of the meeting
date. Section
E. Voting members of the Society shall
vote either at a meeting or by written consent
as permitted by law, provided, however, that the
election of national officers may be conducted
by mail, including through the use of the Society’s
newsletter, facsimile, or electronic mail or through
the Society’s website. Issues may be presented
to the Board of Directors by any voting member
through their Local Chapter President, or in person
at the
Annual Meeting of the members. Article 5:
Administration Section
A. The nationally elected officers
of the Society shall be a President, a
Vice President,
and a Secretary/Treasurer, to be elected by the
voting members prior to the Annual Meeting and
to serve their respective terms of office until
their successors have been duly elected and have
assumed office. All elected officers shall serve
two-year terms and shall assume office at the
Annual Conference or on July 1. Each officer
shall perform
such duties as may be set forth in the Bylaws
or determined by the Board of Directors
or as are
common to his or her office. The Board shall
have authority to appoint such other officers
or assistant
officers who it determines are necessary to the
operation of the Society. Section
B. The governing body of the Society
shall be a Board of Directors, consisting
of
- the President,
who shall serve as chair of the Board of Directors,
and who shall ordinarily not concurrently hold
any other Society or Chapter office;
- the Vice
President;
- the Secretary/Treasurer;
- the Immediate Past President; and
- a voting
member from each chartered Chapter who
shall be either the Chapter
President or
an official representative
designated by the Chapter
President.
Each director,
with the exception of the officers of the Society,
shall serve
a term
of one year; there shall be no limit upon the
number of consecutive terms a person
may serve as a director.
Regular meetings of the Board of Directors
shall be held at such times and upon such notice
as
shall be fixed by the Board. Special
meetings of the
Board may be called by the President or one-third
of the directors of the Corporation upon such
notice as the Board shall determine,
except that no director
may be removed at a special meeting unless
written notice of the proposed removal is delivered
to
all directors at least 20 days in advance of
such meeting. A quorum for the conduct
of business shall
be a majority of the directors in office; unless
a greater number is required by law, the Articles
of incorporation or these Bylaws, the act of
a majority of directors at a meeting
at which a quorum
is present shall be the act of the Board of
Directors. No director may act by proxy on
any matter. Directors
may participate in and act at any meeting of
the Board through the use of a conference
telephone
or other similar communications equipment by
means of which all persons participating
in the meeting
can communicate with each other. Section
C. The Board of Directors shall appoint,
or engage a management firm to provide, an Executive
or other Director to serve as staff manager of
headquarters office operations. The Board of
Directors shall determine the compensation
paid to such person
or firm. This Director shall:
(1) have charge
of and administer all permanent office
operations
and staff;
(2) perform
such other duties as may be assigned him/her
by the Board of Directors
to assist the elected officers and
committee chairs
and insure continuity of Society operations
and
programs;
(3) attend
meetings of the Society, the Board of Directors
and the executive
Committee,
without the power to vote;
(4) record minutes
of all meetings of the Society,
the Board of Directors
and the Executive Committee, whether
via conference call or face-to-face, and distribute
the minutes
to all members of the Board of Directors
within 15 days after each meeting.
Section
D. The President shall appoint, subject
to the approval of the Board of Directors, a Nominating
Committee consisting of three voting members. The
Nominating Committee shall issue a call for nominations
to all voting members, shall prepare a list of
nominees for the various offices and directorships
60 days before the end of the current officers’ terms
and shall deliver it to the Board of Directors.
Subject to the approval of the Board of
Directors, an election ballot including the list
of nominees and permitting write-in votes for all
offices shall be provided to all voting members
at least 30 days in advance of the voting deadline.
Ballots shall be returned as specified on the ballot.
Section
E. The President, Vice President,
Secretary/Treasurer, Immediate Past President
and one director elected
by the Board of Directors shall constitute the
Executive Committee of the Board. Between meetings
of the Board of Directors when the Board is not
in session, the Executive Committee shall have
authority to act on behalf of the Society, provided,
however, that the Executive Committee may take
no action required by applicable law to be taken
by the Board of Directors. Minutes of Executive
Committee meetings shall be provided to all directors,
and the President shall report all Executive
Committee actions to the Board of Directors
and staff within
15 days of each meeting. A quorum for a meeting
of the Executive Committee shall be four persons. Section
F. The President shall appoint such
committees as may be necessary to work in
specific areas.
Minutes of committee meetings shall be recorded
by the committee chair or the chair’s appointee
and sent to the Board of Directors and staff within
15 days of each meeting. Section
G. The Board of Directors is authorized to remove
an officer or a director from office
when the officer or director fails to participate
responsibly, or is unable to participate reasonably
in the administrative activities of the Board of
Directors. Such action shall not
affect membership of that officer or director in
the Society.
Section
H. Any
officer or director may resign from office by
delivering written notice of same to
the President or, in the case of the President,
to the Vice President. A resignation need not
be accepted to be effective. Section
I. A vacancy in the office of President
shall be filled by the Vice President. A
vacancy in any other office,
including Immediate Past President, shall be filled by
the Board of Directors. Such appointees shall serve until
the next election. A vacancy in any directorship, other
than those positions held by officers of the Society,
shall be filled by the Chapter represented
by the vacancy. Article
6: Finances Section
A. The fiscal year of the Society shall
be the calendar year or such other period as
may be fixed by the Board of Directors.
Section
B. The Secretary/Treasurer shall be
the principal financial officer of the
Society. Section
C. Unless otherwise established by the Board
of Directors, checks of the Society
shall
be signed by the Executive Director (or Managing
Director or other paid staff administrator
when the Executive Director is unavailable)
and the
Secretary/Treasurer or President. If the Secretary/Treasurer
and President are unavailable, provided a concerted
effort was made to obtain their signatures,
checks must be signed by the Executive
Director (or
Managing Director or other paid staff administrator
when
the Executive Director is unavailable) and
another elected officer of the Society.
Section
D. The accounts of the Society shall be reviewed
annually by an independent Certified
Public
Accountant who will prepare appropriate financial
statements and tax filings. An Audit Committee
may be appointed by the Board of Directors
to review the tax filings and/or the Society’s financial
statements. The Executive Director shall insure
that tax filings are presented to the Board of
Directors and filed with tax authorities prior
to tax payment deadlines. Section
E. The Board of Directors shall establish
the portion of all revenues to be provided
to the Chapters of the Society. Section
F. On at least a quarterly basis, the
Executive Director shall provide the Executive
Committee
with appropriate financial statements. Article 7: Chapters Section
A. A Chapter is defined as a group
of national ASBPE members, meeting
voluntarily, on a scheduled basis, in a metropolitan
or regional location, which group has entered
into a Chapter Affiliation Agreement with and
been formally
recognized by the Society. Section
B. The Board of Directors may issue
charters recognizing formation of official
Chapters of
the Society. Section
C. Application for a Charter Chapter must be made
by at least 5 voting members of
the Society,
all of whom must reside or work in the general
Chapter area. Applications for a Chapter Charter
must be accompanied by a statement of planned
membership activities or services, research
showing interest
by area business editors for a Chapter, and
marketing strategies. Section
D. Chapter Charters may be revoked
pursuant to the terms of the Chapter Affiliation
Agreement
by a two-thirds vote of the Board of Directors,
after a hearing with the Chapter officers.
Section E.
The Society and its Chapters shall take reasonable
steps designed to insure that
the actions
and obligations of the Chapters shall not be
binding on the Society, nor constitute any
form of legal
or financial obligation of the Society whatsoever. Section
F. All members of the Society working
or residing in an area designated as a Chapter
area
are, unless they decide otherwise, members of the
Chapter. The geographic area of each Chapter shall
be determined by the Board of Directors.
Section
G. The voting members of each Chapter
shall elect from among themselves a President,
who shall
be entitled to a seat on the Board of Directors
of the Society, and a Treasurer. Each Chapter may,
in addition, elect other such officers and administrators
as are deemed necessary to meet the needs of the
Chapter. Each Chapter shall also establish a Chapter
Board of Directors. Chapters are encouraged to
structure their administrations as described in
Article 5 of these Bylaws.
Section
H. Each
Chapter President, or the person designated to
represent the Chapter on the Board
of Directors, shall submit an annual report in
writing to the Board of Directors
concerning the Chapter’s finances, activities,
and any other information
deemed appropriate by the Chapter or by the Board
of Directors. The report
shall be submitted 15 days before the Annual Meeting
of the Society.
Article 8: Limitation of Liability/Indemnification
Section
A. To the fullest extent permitted by
law, no director, officer or other person who,
without
compensation other than reimbursement for actual
expenses, renders service to or for the Society,
shall be liable, and no cause of action may be
brought, for damages resulting from the exercise
of judgment or discretion in connection with
the duties or responsibilities of such director
or
officer, or in the case of other persons, for
damages resulting from an act or omission in
rendering
such services, unless the act or omission involved
willful or wanton conduct. Section
B. To the fullest extent permitted by law,
but only to the extent covered by the Society’s
insurance, the Society shall indemnify any person
who was or is a party, or is threatened to be made
a party to any threatened, pending or completed
action, suit or proceeding, by reason of the fact
that he or she is or was a director, officer, employee
or agent of the Society, against all expenses actually
and reasonably incurred by him or her in connection
with such action, suit or proceeding, provided
that he or she acted in good faith and in a manner
he or she reasonably believed to be in, or not
opposed to, the best interests of the Society. Article
9: Amendments These Bylaws may be amended by a vote of a majority
of the directors in office, provided that the
notice of the meeting at which the amendment
is to be
considered contains either the proposed amendment
itself or a description of same. Article 10: Dissolution
Dissolution of
the Society may be accomplished by a two-thirds
vote of the voting members, or,
in the event that total voting membership should
fall below 50 persons, the vote of two-thirds of
the entire Board of Directors. In the event of
dissolution, all Society property and monies shall
be distributed pursuant to a plan of distribution
consistent with applicable Illinois law and the
Society’s status as an entity exempt from
federal income tax under Section 501(c)(6) of the
Internal Revenue Code.
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American Society of Business
Publication Editors
214 North Hale St.
Wheaton, IL 60187
(630) 510-4588
Fax: (630) 510-4501
info@asbpe.org
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