Section 1. Name. The name of this organization is the South Florida Press Club, Inc., a non-profit corporation under the laws of the State of Florida . (Amendment 1).
Section 2. Purpose. The purpose of the Club is to promote fellowship and understanding among men and women engaged in journalism and its allied fields; to sponsor such cultural educational and social activities as may promote good fellowship and professional growth among members; and to extend reciprocity to similar clubs in other parts of the nation and world. (Amendment 2)
BOARD OF DIRECTORS
Section 1. Composition. Government and management of the Club is vested in a board of Directors, hereinafter referred to as the Board, which consists of the five Club officers and four additional directors elected in accordance with procedures set forth in Article VII, and the immediate past President. Section 2. Powers and Duties. The Board has control of the general affairs, funds and properties of the Club; approves expenditures and audits all accounts; employs such personnel as it deems necessary for the operation of the Club; passes on applications for membership; and otherwise provides general supervision of the Club in conformity with the duties and authorities commonly conferred on such bodies by custom and the recognized rules of order. The Board has veto power over acts of any officer, Club committee or individual member. The Board may require at its discretion that certain officers be bonded in the performance of their duties.
Section 2A. (Amendment 3).
Section 3. Authorization. The vote of a majority of Directors present at a duly convened Board meeting is sufficient to authorize any action taken, provided a quorum exists. (Amendment 4).
Section 4. Dereliction. Unexcused absence by a Director from three consecutive Board meetings constitutes dereliction of duties and is deemed equivalent to resignation from the Board. At the Board's discretion, such dereliction may be accepted as a resignation.
Section 1. Eligibility and Classification. Membership in the Club is open to men and women of legal age who qualify, in the Board's judgment, under one of the following classifications:
A. Active Member: A full-time employed member of the working press. Men and women who are currently employed as editorial employees of daily, weekly and monthly periodicals of general circulation; editorial employees of radio and television newsrooms; employees who regularly present the news, sports and/or editorial comment and who exercise news judgment; news wire service employees, news photographers; managers of editorial departments, newsrooms, news gathering bureaus, or wire services; trade publications sold on newsstands or by subscription to the public; foreign correspondents; full-time faculty and administrators of journalism in schools or department of journalism; college level students with a journalism major, retired persons whose active career would qualify them for membership.
B. Associate Member: A full-time member of the ancillary press. Men and women who are principally employed as public relations counselors, publicity writers, freelance news and feature writers, photographers or artists, whose profession or business involves regular contact with members of the press or whose duties involve the preparation or dissemination of news or information; authors of published books; news and public information department editorial employees of governments and private institutions; full-time editorial employees of trade publications, company house organs not sold on the street and/or newsstand or by subscription to the public; full-time faculty and administrators of communications subjects other than journalism in recognized schools or departments of communications.
C. Allied Member: A full-time employee in a noneditorial capacity with a newspaper, magazine or radio or television station; noneditorial employees of trade publications, house organs; advertising agencies; employees and publishers of publishing companies.
Section 2. Classification Authority. The Board is the sole and final authority with regard to the membership classification to which an applicant or Club member is entitled. Any member who ceases to be eligible for a given classification, may be transferred to the appropriate classification at such time as the Board directs.
Section 3. Liability. No member will be personally liable to creditors for any liability of the Club and creditors may look only to the assets of the Club for payment.
Section 4. Reciprocity. Reciprocal membership privileges may be extended by the Board to members of similar clubs in other parts of the nation and world while such members are temporarily in Florida , for periods of time not to exceed 60 consecutive days.
Section 5. Admission Procedures. Applicants for membership must set forth in satisfactory detail, on the Club application form, their qualifications for membership; and must accompany the applications with the initiation fee and dues for the classification requested. The Board must act on properly submitted applications within 30 days of their receipt. Action may be by secret ballot and three or more dissenting votes constitute rejection of the application. An applicant approved for membership will be issued a Club membership card immediately upon payment in full of the appropriate initiation fee and current year's dues. An applicant rejected for membership will forthwith be refunded the initiation fee and dues which accompanied the application and may not re-apply for one year.
Section 6. Resignation. A member may resign by delivering a written request to the Board, except that such resignation will not excuse the member from any outstanding financial obligations to the Club.
Section 7. Termination. The Board may terminate a member for failure to meet financial obligations to the Club, for unbecoming conduct or violation of the Constitution or posted Club rules, in accordance with procedures set forth in Article IX. Notice of termination is deemed to have been given when such notice is mailed to the member's last known address, postage prepaid, return requested.
Section 8. Readmission. A member who has resigned or whose membership has been terminated may seek readmission by filing an application in accordance with provision of Section 5, except that such application need not be accompanied by an initiation fee. However, if the applicant for readmission had outstanding financial obligations to the Club at the time of resignation or termination, full payment of those obligations must accompany the application.
INITIATION FEES AND DUES
Section 1. Initiation Fees. Initiation fees for Club membership for the next calendar year will be established annually by the Board no later than October 31.
Section 2. Dues. Dues to be paid by Club members for the next calendar year will be established annually by the Board no later than October 31.
Section 3. Adjustment. The Board may, for such cause as it deems sufficient, adjust an individual's dues in whole or in part.
Section 1. Titles. Officers of the Club are a President, a Vice President, a Recording Secretary, a Corresponding Secretary and a Treasurer.
Section 2. President. The President is the chief executive officer of the Club and presides at all general membership and Board meetings. With the Secretary, the President signs as the legal representative of the Club all documents approved by the Board.
Section 3. Vice President. The Vice President assists the President as directed. In the absence or disability of the President, the Vice President assumes the powers and duties of the Presidency.
Section 4. Recording Secretary. The Recording Secretary maintains official records of the Club, records the minutes of general membership and Board meetings, conducts such official correspondence as the President and Board direct, and performs such other duties as customarily pertain to this office.
Section 5. Corresponding Secretary. The Corresponding Secretary edits, publishes and distributes the Club's monthly news bulletin and such other Club publications as the Board directs.
Section 6. Treasurer. The Treasurer is the custodian of all Club funds, makes expenditures authorized by the Board and makes a report on the Club's financial status at each regular Board meeting and at the Annual Meeting.
Section 1. Annual Meeting. The Annual Meeting of the Club membership is held in Dade County , Florida , on a date in December each year at a time and place set by the board. Written notice of the Annual Meeting will be given all members no less than 10 days prior to the meeting. The order of business at the Annual Meeting is as follows: A. Call to order. B. Reading and approval of last meeting's minutes. C. Board of Directors' report. D. Treasurer's report. E. Committee reports. F. Unfinished business. G. New business. H. Election of officers and directors. I. Adjournment.
Section 2. Special Meetings. A special meeting of the Club membership may be called by the President, and must be called by the President upon a written request by either a majority of the board of 10 percent of the members. At least 10 days prior notice of the time, place and purpose of such special meeting must be mailed to all members.
Section 3. Board Meetings. The Board must meet regularly no less than once each 30 days at such times and locations as it shall determine. Special Board meetings may be called by the President and must be called by the President upon a written request by three or more Board members.
Section 4. Open Meetings. All general membership and Board meetings are open to any Club member in good standing and Club members attending such meetings are permitted free expression of their views on matters under discussion.
Section 5. Presiding Officer Vote. The presiding officer at any Club meeting votes only in the event of a tie, and must cast a vote to break the tie.
Section 6. Parliamentary Procedure. On parliamentary questions not otherwise provided for in this Constitution, the authority is Roberts' Rules of Order.
Section 7. Quorum. Five Board members constitute a quorum for the transaction of business at a Board meeting. Members in good standing and present constitute a quorum for the transaction of business at the Annual Meeting and at special meetings of the Club membership, provided proper notice of the meeting has been given. (Amendment 5).
Section 1. Officers. At each Annual Meeting, the Club elects the President, Vice President, Corresponding Secretary, Recording Secretary and Treasurer to one year terms of office. At least three officers shall be Active members; one of which shall be either the President or Vice President.
Section 2. Directors. At the Annual Meeting of even numbered years, two Directors from the Active classification and one Director of the Associate classification and one Director from the Allied classification are elected to serve two-year terms on the Board.
Section 3. Terms. Terms of office shall commence January 1 following the election and end on December 31 or at such time as successors have been elected and qualified.
Section 4. Nominations. No fewer than 60 days prior to the Annual Meeting, the President appoints a Nominating Committee consisting of five Club members in good standing, no more than two of whom may be Board members. No fewer than 45 days prior to the Annual Meeting, the Nominating Committee presents a slate of nominees consisting of one candidate for each office and directorship to be filled. This list of nominees must be posted forthwith on the Club bulletin board. Additional nominations may be made from the floor at the Annual Meeting.
Section 5. Procedures. The President appoints three Active members to serve as an Election Board, with responsibility to conduct balloting and certify election results. If a simple majority of qualified voters present requests a secret ballot, voting must be by secret ballot. Each member present and in good standing may cast one vote.
Section 6. Vacancies. When a vacancy occurs in the office of the President, the Vice President becomes President for the unexpired balance of the term. When a vacancy occurs in the office of Vice President, Corresponding Secretary, Recording Secretary or Treasurer, the office is filled by Board appointment for the unexpired balance of the term. When a vacancy occurs on the Board, it is filled by Board appointment until the next Annual Meeting, at which time a Director is elected to serve the unexpired balance of the term. All such appointments shall be in accordance with provisions of Section 1 and 2 of this Article.
Section 7. Classification Exception. An officer or Directory duly elected in accordance with provisions of this Constitution, who faces a change in membership classification by reason of a change in employment status and who would thus be disqualified for election to such office, continues to hold such office until the next Annual Meeting.
Section 1. Membership. Membership on standing and special committees is by appointment by the President, with the approval of the Board.
Section 2. Terms. Standing committee members serve until December 31 of the year in which they were appointed, or until their successors have been appointed. Special committee members serve for such periods of time as the President directs, except that their terms may not extend beyond the term of the President who appointed them.
DISCIPLINE OF MEMBERS
Section 1. Disciplinary Powers. The Board, upon finding a Club member guilty of unbecoming conduct or a violation of this Constitution or posted Club rules, may discipline the guilty member by reprimand, restriction of any or all Club privileges, or termination of membership. However, termination may be effected only by majority vote of the entire Board membership.
Section 2. Charges. Charges against a member which allege cause for disciplinary action must be made in writing to either the President or Recording Secretary and must be signed by the person making the charge.
Section 3. Hearing Procedures. Charges made in accordance with Section 2 must be presented to the Board at its next regular meeting and the Board must either dismiss the charges or set a time and location for a hearing of the charges. The member against whom charges have been made must immediately be given written notification of the nature of the charges and the time and location of the hearing. The Board conducts the hearing and may designate any Board member as the presiding officer at the hearing. The member against whom charges have been made may testify and/or produce witnesses. Refusal of the accused Club member to appear at the hearing without a reasonable excuse may be construed by the Board as an admission of guilt.
Section 4. Appeal. A disciplined member who is aggrieved by the Board's decision may appeal the decision to the Club membership by so notifying the President or Secretary in writing. The office so notified must promptly call a special meeting of the Club membership for the purpose of hearing the appeal, such special meeting to held no less than five or more than 14 days after receipt of the appeal notification. Provided a quorum exists, the Club membership present and qualified to vote at the special meeting may, by a two-thirds majority vote overturn or modify the disciplinary action of the Board.
INTERPRETATION AND AMENDMENT OF THE CONSTITUTION
Section 1. Interpretation. On all questions arising as to interpretation of this Constitution or any provision herein, the decision of the Board is final.
Section 2. Amendment. This constitution may be amended at the Annual Meeting or a duly called special meeting of the Club membership, or by a mail referendum. To be effected, a proposed amendment must receive a two-thirds affirmative vote of those present and entitled to vote at the Annual Meeting or special meeting or a two-thirds affirmative vote from those entitled to cast ballots in a mail referendum. Amendments may be proposed by the Board, or by a petition signed by no less than 20 percent of the members. The entire text of proposed amendments must be mailed to the membership and posted on the Club bulletin board no less than 20 days before the Annual or special meeting or beginning of a mail referendum.
Section 3. Members Bound. All Club members, at the time of the adoption of this Constitution and thereafter, are bound thereby.
-- Ratified January 20, 1986
AMENDMENT 1. Article I, Section 1. Name. The name of this organization is the South Florida Press Club, Inc., d/b/a Miami International Press Club, a non-profit corporation under the laws of the State of Florida . (Ratified Sept. 7, 1993)
AMENDMENT 2. Article I, Section 2. Purpose. The purpose of the Club is to promote fellowship and understanding among men and women engaged in journalism and its allied fields; to sponsor such cultural educational and social activities as may promote good fellowship and professional growth among members; to extend reciprocity to similar clubs in other parts of the nation and world; to engage in fund raising activities for educational purposes; and to provide college scholarships to individuals pursuing a career in journalism. (Ratified Sept 7, 1993)
AMENDMENT 3. Article II, Section 2A. The Board shall ratify appointment of an Executive Director, who shall be responsible for the general administration of the Club's affairs, upon nomination of an Executive Director by the President. The Executive Director shall fulfill such duties as shall be prescribed by the Board. (Ratified Sept. 7, 1993)
AMENDMENT 4. Article II, Section 4. Authorization. The vote of a majority of Directors present at a duly convened Board meeting is sufficient to authorize any action taken, provided a quorum exists, except that the vote of two-thirds of the Directors present at a duly convened Board meeting shall be required to authorize any action with respect to the award and distribution of scholarship funds from the Club's scholarship account and to ratify the appointment or termination of the Executive Director. (Ratified Sept. 7, 1993)
AMENDMENT 5. Article VI, Section 7. Quorum. Seven Board members constitute a quorum for the transaction of business at a Board meeting. Members in good standing and present constitute a quorum for the transaction of business at the Annual Meeting and at special meetings of the Club membership, provided proper notice of the meeting has been given. (Ratified Sept. 7, 1993)