Bylaws

BYLAWS OF
ARIZONA PRESS WOMEN, INCORPORATED

ARTICLE I
Name

The name of this organization shall be ARIZONA PRESS WOMEN, INCORPORATED.

ARTICLE II
Object

The object of Arizona Press Women, Incorporated, shall be to provide a means of communication among professionals working with mass communications in the State of Arizona; to exchange information about their career fields; to advance the professional standards in matters of statewide importance in the mass communications fields; to promote a true spirit of friendship and service among its members; and to provide a professional status of reference value to members.

ARTICLE III
Policies

Section 1. Arizona Press Women, Incorporated, shall at no time endorse or recommend any candidate for public office. The Board of Directors shall determine what controversial issues shall be presented for consideration to the general membership.

Section 2. The membership roll of this organization shall be reserved for members only and shall be withheld from persons or organizations that would use it for purposes of advertising, solicitation or propaganda.

Section 3. Work on all Arizona Press Women projects by an APW member shall be done on a pro bono basis, except in special cases as approved by the Board of Directors.

ARTICLE IV
Membership

Section 1. (A) Regular membership in Arizona Press Women, Incorporated, shall be open to persons working for remuneration as professional journalists, writers or communicators.

(B) Membership at a reduced fee, to be determined by the Board of Directors, shall be available for students who are enrolled in a community college or university, including but not limited to advertising, print/broadcast/telecast/technical or other specialized communications, photojournalism, or public relations. Student members may attend meetings and speak to motions, but may not propose, second, or vote on motions, nor be counted in quorums or in membership totals for delegate allocation, nor hold office in Arizona Press Women, Incorporated. They may compete in the organization's communication contest and shall receive all APW publications.

(C) Membership at a reduced fee, to be determined by the Board of Directors, shall be available to Arizona Press Women, Incorporated, regular members in good standing for a least five years who have retired from full-time professional employment and who do not receive substantial remuneration from media communications. Such members may elect to remain active members or may choose emerita status. Emerita members may attend meetings and speak to motions, but may not propose, second or vote on a motion, nor hold office, nor be counted for quorums, but shall be counted in membership totals for delegate allocation. They shall be eligible for the organization's communications contest and shall receive all APW publications.

(D) The Board of Directors may, at their discretion, offer the due-free status of "honorary member" to any longstanding, regular member who has served Arizona Press Women, Incorporated, for at least fifteen (15) years according to National Federation of Press Women records. Such honorary members may attend meetings and speak to motions, but may not propose, second or vote on a motion, nor be counted for quorums. They pay no dues, may not hold office or enter the communications contest, and shall not be counted in membership totals for delegate allocation, but shall receive all APW publications.

Section 2. Prospective members will be screened by the Membership Committee to ensure they meet the eligibility criteria.

Section 3. Membership dues are payable November 15 for the next calendar year on notice from the National Federation of Press Women.

Section 4. Paid-up membership for the next calendar year is a requirement for participation in the Arizona Press Women, Incorporated, communications contest, and these dues must be paid no later than November 30. Any member whose dues are not paid by March 1 will be dropped from the rolls of the organization. Dues renewed between March 2 and June 30 require a late fee determined by the Board of Directors.

Section 5. New members of Arizona Press Women, Incorporated, who join between June 30 and October 15, shall pay half-dues for the remainder of the calendar year. After October 15, dues of these new members shall be at the regular rate for their membership category.

Section 6. Having met the initial eligibility requirements for active regular membership, a subsequent change in business, occupation, profession or retirement will not affect that individual's continued membership in the organization, provided dues are remitted annually as required to retain membership.

Section 7. (A) The Executive Committee of the Board of Directors shall serve as a Standing Committee on Discipline, empowered to hear and investigate all matters that appear to require discipline of officers or members of this organization, pursuant to provisions in the Robert's Rules of Order, Newly Revised (1970), Section 60, pages 554 and 555.

(1) Members and officers of Arizona Press Women, Incorporated, may discuss questions of conduct and/or charges appearing to require disciplinary action with this committee by submitting said questions and/or charges in writing to the State President and requesting an informal discussion of same before a quorum of the Standing Committee, at the committee's convenience.

(B) If proceedings against an officer or member are deemed necessary by the Standing Committee, steps outlined in Robert's Rules of Order, Newly Revised (1970), Section 60, pages 545 through 555, shall be followed under the committee's direction, to the end that fairness and justice are served.

ARTICLE V
Governing Body

Section 1. This organization shall be governed by an elected Board of Directors.

Section 2. The Board of Director shall at no time consist of fewer than eight (8) nor more than twenty-five (25) members.

Section 3. The Board of Director shall consist of the following elected officers: The State President; State First Vice President; State Second Vice President; District Directors; Treasurer; Secretary; and Immediate Past President. These officers shall be known and hereinafter referred to as the Executive Committee. These officers, with the exception of the District Presidents, shall be nominated by a committee appointed by the Immediate Past State President; the slate of nominated officers shall be approved by the Board of Directors. The slate of nominated officers shall be elected by the active membership prior to April 1 through mail ballots which shall appear in The TypeRider at a time that will allow return by April 1. The District Directors shall be nominated by a district nominating committee and voted by their respective districts.

Section 4. The elected Board of Directors shall be installed at the annual membership meeting and, with the exception of the State President, shall serve for one year until the following May. Starting in 1987, State Presidents shall serve two-year terms.

Section 5. The duties of the elected officers who comprise the Executive Committee shall be as specified in the Procedures. The State President will designate the specific functions and responsibilities to be performed by the remaining members of the Board of Directors.

Section 6. The State President shall appoint a Parliamentarian and such committees as may be required to carry out the business of the organization in an efficient manner.

Section 7. The Executive Committee, as elected officials representing all geographical segments of this statewide organization, is authorized to act in an administrative capacity between the required formal annual membership meetings. When the immediacy of the business precludes the Board of Directors assembling in a formal meeting, the matters at hand are to be brought to the attention of the Executive Committee by written letter, telephone, or electronic mail. Approval by a majority of the committee is required before action on urgent matters can become effective. Telephone ballots on such actions must be confirmed in writing or by electronic mail without delay and shall be filed with the Secretary. The membership will be advised of all such Executive Committee actions through publication in The TypeRider or at the next general meeting, whichever is sooner following the action(s).

Section 8. If an officer resigns between the time of election and the date of taking office, nominations for that position shall be made during the May business meeting with the nominations accepted from the floor. Each nominee must give written consent. To be eligible for election, nominees for the State President and the First and Second State Vice President positions must have the signatures of ten (10) Arizona Press Women members.

ARTICLE VI
Meetings

Section 1. Arizona Press Women, Incorporated, shall hold one general membership meeting each year at a time specified by the Board of Directors.

Section 2. The annual general membership meeting will be rotated among the different districts, starting in 1981 with the Northern District. If a district becomes inactive or, for any reason, cannot host the meeting, the State President is empowered to take such action as is needed to provide for the holding of the required annual membership meeting.

Section 3. The Board of Directors shall meet immediately preceding and following the annual general membership meeting. The State President also shall call two meetings of the Board of Directors to be held in February and October. Date and place will be determined by the State President or appointed representative.

Section 4. The State President shall issue the call to the annual general membership meeting and the Board of Directors' meetings at least thirty (30) days prior to the dates of the meetings.

Section 5. The State President may call a general membership meeting upon necessity, or upon the request of the Board of Directors or a group of at least ten (10) regular members in good standing, providing due notice is given members of the time, place and purpose of the special meeting.

Section 6. Use of postal mail, electronic mail or telephone for routine business is encouraged in view of the widely scattered locations of the membership and frequest travel difficulties.

Section 7. (A) Any member of the Executive Committee or Board of Directors who is unable to attend official state meetings shall send a written report in duplicate to the Secretary or the State President prior to the date of the meeting.

(B) Any Executive Committee or Board of Directors member who is unable to attend an official meeting may designate another person (preferably from the same District) as a representative authorized to vote for the absent member. The designation must be in writing.

Section 8. A quorum for the Board of Directors shall be one-third (1/3) of the existing Board. All Districts must be represented.

Section 9. (A) A quorum for the regular annual membership meeting shall be one-fifth (1/5) of all the paid Arizona resident regular membership, provided the President of each District or the legally designated representative is in attendance.

(B) The provision for a quorum of one-fifth (1/5) of the paid regular membership at the annual general membership meeting shall be subject to suspension by a two-thirds vote of members in attendance at such a general meeting where a quorum cannot be raised.

ARTICLE VII
Procedures

Section 1. This organization will establish Procedures that are pertinent to carrying out its objectives, aims and business. These Procedures will delineate the functions and responsibilities of officers, board members and committees when such may be appointed by the State President.

Section 2. Proposed procedures and changes to existing procedures will be prepared in writing and sent to the State President for evaluation and action. The State President will bring procedural changes to the attention of the Board of Directors for necessary action.

ARTICLE VIII
Official Publication

Section 1. The official publication of the Arizona Press Women, Incorporated, shall be The TypeRider. The editor shall be chosen by the State President to function in this capacity and shall serve on the Board of Directors.

Section 2. The TypeRider will be published monthly, with the possible exception of July and August, at the discretion of the State President and TypeRider editor. The final issue in the yearly series should be published subsequent to the annual general membership meeting and should contain the official minutes of that meeting. A summary of official minutes should be published again (or by electronic mail) as a reminder in the month prior to the next year's annual membership meeting.

ARTICLE IX
Parliamentary Authority

The rules contained in Robert's Rules of Order, Newly Revised (1970), shall govern this organization in all cases to which they are applicable and in which they are not inconsistent with the Bylaws and/or Procedures of Arizona Press Women, Incorporated.

ARTICLE X
Amendments

These Bylaws may be amended by a majority vote of those present at an annual general membership meeting, a quorum having been declared, and provided the proposed amendments have been published in The TypeRider or distributed by special mailing subsequent to the last and at least thirty (30) days prior to the upcoming annual meeting.

ARTICLE XI
Disposition of Funds

In the event that Arizona Press Women, Incorporated, shall find cause to disband, the reasons made by and known to the entire membership, any residual assets belonging to the corporate body shall be given to an organization qualified as a non-profit, exempt organization under the then current sections of the Internal Revenue Code. Funds of the organization shall remain intact should it be the decision of the membership to revert to an unincorporated status.

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