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Bylaws

Virginia Press Women Inc. Bylaws


Article I. Name

The name of this organization shall be Virginia Press Women Incorporated.  It is an affiliate of the National Federation of Press Women Incorporated.

Article II. Purpose

The purpose of this organization shall be to promote the highest ideals in journalism, to provide exchange of journalistic ideas and experiences, to offer continuing educational opportunities to members, and to serve the public's right to know.

Article III. Membership

Section 1. Eligibility
Any person who qualifies as a professional journalist  or journalism educator actively participating in journalistic service for remuneration shall be eligible for member ship.

Section 2. Classes
a. Professional
1) Active.  Persons employed in the field of journalism on a full-time or part-time basis or freelance for remuneration of at least $1,000 per annum. They shall enjoy all rights and privileges of membership.
2) Journalism educator. Any person who is actively participating in journalistic service as a teacher or faculty member at a high school, college or university, for remuneration of at least $1,000 per annum, may be eligible for membership. Journalism educators shall have full voting privileges.
3) Retired. Persons who have enjoyed active membership in VPW Inc. at any time may make a written request for retired status when they have officially retired from full-time or part-time employment and are engaged in free-lance work for no more than $999 remuneration annually. Members who choose retired status will not be eligible for reinstatement to active status. They may attend all general meetings, but shall nave no right to vote or to hold elected office.
b. Honorary
The honorary membership is bestowed periodically on a person who has contributed to any great humanitarian cause and who is selected for the honor by the VPW awards committee under guidelines adopted by the board of directors. The honorary member is invited to all VPW meetings but has no voting or other membership privileges.
c. Student
Any student enrolled in a college or university, any recent graduate who is actively seeking employment in the communications field, or any VPW active member who returns to school full time may be eligible for student membership.
Student members, who would also be NFPW student members, may attend meetings and speak to motions, but may not propose, second or vote on motions, or be counted for quorums or in membership totals for delegate allocation, or hold office.
They shall be eligible for the VPW active member communications contest. They shall be listed in the VPW and NFPW directories and shall receive the VPW newsletter and NFPW publications.

Section 3. Admission to membership
a. Applications for membership shall be submitted in writing. Three samples of the applicant's work within the year prior to application (one book published within three years for book authors) shall be submitted with the application. These shall carry an administrative signature verifying the originality of the applicant's work, unless bylined.
An applicant may choose to apply for membership by submitting a letter from someone familiar with the applicant's professional qualifications, in lieu of three writing samples. The letter should discuss the applicant's employment record, skills and job performance.
b. Approval and process. An application fee and dues shall be submitted to the first vice president at any time. Any application fee and dues will be returned within four weeks if the application is not accepted.
c. Student members may change to active member status when they become eligible.

Section 4. Dues
a. Annual dues for active professional members shall be assessed, which shall cover NFPW membership and VPW membership. The latter shall include an amount determined by the membership to cover expenses of speakers. Dues increases must be approved by the membership at a business meeting. By majority vote, the board of directors may adapt VPW dues to take advantage of NFPW membership incentives.
b. Reduced annual dues for members granted retired status shall be assessed to cover NFPW membership and VPW membership. Retired members who do not wish to continue membership in NFPW may pay only VPW dues.
c. Reduced annual dues for student members shall be assessed to cover NFPW membership and VPW membership.
d. Dues shall be payable beginning October 1 and shall be considered delinquent after December 1.
e. The treasurer shall send out late notices in March, informing delinquent members that a late fee has been added to their bills and warning them that they will be dropped from the rolls on March 30.
f. Individuals who wish to reinstate as members must submit a letter to the first vice president stating that they meet qualifications for active membership. Upon acceptance, they will pay current VPW dues and NFPW dues.
g. A VPW member who returns to school full time may revert to student status.
h. New members joining VPW during the first six months of any calendar year shall pay full dues. Half of VPW dues shall be excused for new members joining between July 1 and September 30 of any year. New members joining between October 1 and December 31 of any calendar year shall pay full dues, which shall also cover the following year.

Article IV. Officers

Section I. Names
The officers shall be president, first vice president, second vice president, third vice president, secretary and treasurer.

Section II. Eligibility for office
Any professional or charter member in good standing is eligible for an office except that no officer having served a full term shall be eligible to serve a second consecutive term in the same office.

Section 3. Term or office
The term of office shall be two years and shall begin upon the adjournment of the meeting at which officers are elected.

Section 4. Nomination and election
a. Nomination. The nominating committee shall present one candidate for each office. Other nominations may be made from the floor.
b. Election. If there is more than one nominee for an office, the election shall be by secret ballot. There must be a plurality vote if there are two or more nominees.

Section 5. Vacancy
Should a vacancy occur among the elected officers, it shall be filled by a majority vote of the board of directors for the period of the unexpired term.

Section 6. Duties
a. The president shall preside at all meetings and shall issue all calls for such meetings; shall appoint the historian, parliamentarian, and all chairmen of standing and special committees except the membership and publicity chairmen; shall sign all contracts in the name of the organization; shall be a member ex officio without the right to vote of all committees except the nominating committee; and shall perform all such other duties as usually devolve upon the president of a corporation, unless specifically provided for herein. The president shall be empowered to fill from the membership of the same district in which the vacancy occurs, an unexpired term of a director or member of the membership committee.
b. The first vice president shall perform the duties of the president in the officer's absence and shall be membership committee chairman.
c. The second vice president shall serve as publicity chairman and edit the newsletter.
d. The third vice president shall serve as executive committee liaison with committees dealing with awards and competitions.
e. The secretary shall record minutes of all meetings of the organization and of its board of directors and executive committee and shall be custodian of such records.
f. The treasurer shall receive the account for all monies belonging to the organization. Deposits shall be in the name of Virginia Press Women Incorporated. The treasurer  shall be bonded in an amount equal to all the assets of VPW; shall present written reports at all annual meetings and meetings of the board of directors; shall be a member of the budget committee; and shall certify eligibility of members to hold office and to participate in state and/or national contests.
g. Each officer shall be assigned as liaison for appropriate standing committees, which will be detailed in an organizational chart.
h. All officers shall deliver to their successors all records, accounts, papers and other property belonging to the organization immediately following the election of new officers. They shall perform any additional duties outlined in the procedures manual as adopted or revised by the board of directors.

Section 7. Removal
If an officer fails to carry out the duties listed in Section 6, that officer may be removed by a two-thirds vote of the board of directors. The board members not present may be polled by telephone.

Section 8. Registered agent
VPW is incorporated through the Virginia State Corporation Commission. VPW's registered agent is the organization's treasuer, and that person's business office is the same as VPW's registered office.

Article V. Meetings and Quorums

Section 1. Annual meetings
The organization shall hold an annual business meeting at the time and place of the annual convention. The call to the annual convention shall be issued in writing in the official publication of the organization and/or in a letter to each member at least thirty (30) days prior to the convention.

Section 2. Regular meetings
The organization shall hold a spring awards luncheon.

Section 3. Special meetings
A special meeting of the organization shall be called at the request of a majority of the board of directors or a petition signed by ten (10) percent of the membership addressed to the president. The president shall issue a notice in the official publication and/or in a letter to each member at least thirty (30) days in advance of the special meeting listing time, place, date and purpose of meeting. No business other than stated in the notice shall be transacted at the special meeting. Minutes of the special meeting shall be transacted at the next annual or regular meeting.

Section 4. Quorum
Ten (10) percent of the members who are eligible to vote shall constitute a quorum of the organization.

Article VI. Governing Bodies

Section 1. Membership
The membership shall be the chief governing body of the organization.

Section 2. Board of directors
a. Membership
The board of directors shall consist of elected officers, district directors, historian, parliamentarian, immediate past president, the registered agent if that person does not hold another board position, and chairmen of all standing committees. Chairmen of special committees and standing sub-committees shall be ex officio members of the board, without vote. Any member may attend board meetings but may not vote.
b. Meetings
The board of directors shall meet at the call of the president or upon written request directed to the president and signed by a majority of the board, stating the purpose and including the agenda for the meeting.
c. Authority
The board of directors shall promote and supervise the affairs of the organization; establish standing committees; transact its business in the interim of state conventions and report at each convention the business transacted by the board since its previous convention. The board shall determine boundaries of the four VPW districts.
d. Quorum
One more than half of the voting members of the board of directors shall constitute a quorum of the board.

Section 3. District directors
a. One director shall be elected for each of four geographical districts of the State of Virginia: North, East, West, Central.
b. The district directors shall be elected at the same annual meeting at which officers are elected and shall serve for two years. Only those voting members from a district are eligible to vote in the election of director for that district.
c. In addition to serving on the board of directors, district directors shall ensure that at least four projects and activities take place on the district level each year, shall recruit new members within their districts, shall act as liaison between district members and the state president, and shall serve on the membership committee as specified in Article VII, Section 1 a (2).
d. With the concurrence of the president, each district director shall appoint one or more associate district directors. Associate district directors shall  help the district director organize projects and activities and are ex officio members of the board of directors without vote.

Section 4. Executive committee
The executive committee shall be composed of the president, the first vice president, the second vice president, the third vice president, the secretary, the treasurer and the immediate past president. It shall be authorized to take emergency action and act as an advisory group to the president in the interim between board of directors' meetings. All executive committee actions shall be ratified at the next meeting of the board of directors.

Article VII. Committees

Section 1. Standing committees
Hospitality and member involvement, budget, finance, awards, meetings, competitions, bylaws, freedom of information and such other standing or special committees as established by the board of directors.
a. Appointment
1) All standing committee chairmen, except membership, shall be appointed by the president.
2) The membership committee shall consist of the first vice president and the district director from each of the other three districts. This committee shall be empowered to pass on all applications, and its decision shall be final. If an application contains no questionable credentials, it can be approved automatically by the first vice president. In the event that a member of the membership committee is unable to attend a meeting, the first vice president is empowered to ask another VPW board member from the absent member's district to fill in at that meeting.
3) A three-member nominations committee shall be elected by the members no later than the spring meeting before the election. At least one member must be a past president. The president shall choose the nominations chairman from among the committee. The report of the committee shall be included in the call to the business meeting of the election year.
b. Term of office
All standing committee chairmen, unless otherwise specified herein, shall be appointed for two-year terms.
c. Duties
All chairmen shall submit written reports to the board of directors at each meeting. If monies are involved in the chairmen's activities, a financial report shall be submitted to the treasurer sixty (60) days after completion of assigned duties or thirty (30) days before the annual convention.

Section 2. Special committees
Special committees shall be established as the president shall deem necessary.
a. Appointment
Special committee chairmen and members shall be appointed by the president.
b. Terms
All special committee appointments shall be at the discretion of the president.
c. Duties
All special committee chairmen shall submit written reports to the board of directors at each meeting and, if monies are involved in their activities, shall submit a financial report to the treasurer thirty (30) days before the annual convention.

Article VIII. Funds and Finances

Section 1. Fiscal year
The fiscal year shall be October 1 through September 30.

Section 2. Funds
a. General Funds
Monies collected for general purposes of the organization shall be deposited in a checking account by the treasurer. At the direction of the board of directors, the treasurer may invest savings account monies in saving certificates or other interest-bearing  funds.
b. Special Funds
1) Agnes Cooke Scholarship Fund. Monies received for the Agnes Cooke Scholarship Fund shall be maintained in a special savings account and/or savings certificates. Only the interest may be used to award scholarships at the discretion of the board of directors.
2) Convention Speakers Fund. Monies received from dues earmarked for the convention speakers fund shall be a designated part of the general fund. Unused funds from the convention speakers fund shall revert annually to the general fund except for a sum set by the board of directors, which may be retained by the district sponsoring the convention for use in district activities.
3) Ruth Barner Memorial Fund. Monies received for the Ruth Barner Memorial Fund shall be maintained in a special savings account and/or savings certificate. Only the interest from the fund shall be used each year for the special educational seminar designated as the Ruth Barner Seminar, which will be held as part of the spring meeting each year. Any unused interest from the memorial fund shall be transferred annually to the general fund for offsetting costs of the seminar at the spring meeting for the next year.

Section 3. Budgets and audits
a. Budget
A budget shall be adopted at the annual convention covering the ensuing fiscal year.
b. Audit
The treasurer's accounts shall be audited at the completion of the treasurer's term of office.

Article IX. Parliamentary Authority

For procedure not covered in the bylaws or rules of this organization, Robert's Rules of Order, Newly Revised, shall be the authority.

Article X. Amendments

These bylaws may be amended at any meeting of the organization by a two-thirds (2/3) vote of members present and voting, provided the proposed amendment has been sent in writing through the official publication and/or by letter to each member at least thirty (30) days in advance of the meeting.

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