Bylaws

As revised September 11, 2015; approved by general membership Oct. 11, 2015

Article I. Name

This organization is incorporated in the State of Colorado for professional and educational purposes; it is registered in the state of Missouri to do business as a foreign, not-for-profit corporation. The organization’s corporate name is the Journalism and Women Symposium. The organization is also called the Journalism & Women Symposium, JAWS or the Symposium.

Article II. Board of Directors

1. There shall be a Board of Directors to consist of 13 members, including 5 (five) officers of the organization: president, vice president, president-elect or deputy vice president (in alternate years), secretary and treasurer; eight general Board members. The Board must be composed of an odd number of total members. Constituting a diverse Board is a priority of the organization.

2. The president, vice president, secretary and treasurer serve two-year terms. General Board members may be elected for two- or one-year terms as noted below. The president-elect and deputy vice president serve one-year terms, with a deputy vice president elected to serve when there is no president-elect. General Board members are eligible to seek two successive terms. The secretary and treasurer shall be elected in alternating years; If the alternate year structure is disrupted, the next secretary may be elected for a one (1)-year term to restore the balance.

3. No person shall serve more than four (4) consecutive years on the Board except officers, who may serve more than four (4) consecutive years.

4. The Board must include a minimum of three (3) new members each year. A new member is one who has never served or one returning after at least a year off the Board. General Board members are usually elected for two-year terms. In order to maintain the correct number of rotating Board members, the Elections Committee, at its discretion, may allow the election of general Board member(s) for a term of one (1) year.

5. All officers (except the president) and new general Board members are elected by vote of the membership in accordance with the procedures described in Article X. Officers and Board members must be active members of the organization in good standing and have attended at least two (2) JAWS conferences, which may include the one at which their election takes place, and have done significant volunteer work for JAWS. The president-elect and president also shall have demonstrated experience in organizational leadership and management to qualify for the presidency.

6. The Board shall manage the property, affairs and business of the corporation. The Board shall have the authority to appoint an administrator, administrators or administrative body, one of whom is designated as the chief administrator, of the organization, who shall serve under terms evaluated annually between the Board and staff. All Board members are expected to:

   Attend the annual conference, pay membership dues and fees and attend all Board meetings.

   Build and guide long-range plans.

   Make sure programs and services address membership needs.

   Recruit members and make sure members are involved in the group.

   Contribute/raise funds.

   Contribute and/or recruit stories for the JAWS newsletter, website and social media feeds.

   Contribute ideas or recruit for regional events and the Conference and Mentoring Project (CAMP), also known as the annual conference.

7. The Board shall hold regular meetings at least twice a year, spring and fall. The spring meeting shall be called at a date and location determined by the president. The fall meeting shall be during the fall JAWS conference at the same location. Additional meetings of the Board may be called by teleconference. In case of emergency, when it is impossible to constitute a full Board meeting, the president may poll the four (4) other officers and any available Board members to make a binding decision.

8. Absence of any member of the Board from two (2) consecutive regular meetings without satisfactory notice to the president shall be deemed a resignation from the Board. If a Board member resigns before her term expires, her seat shall be filled until the end of her term by a majority vote of the Board, by telephone if need be unless the resignation comes at a time when the seat can reasonably be filled during the regular election of Board members and officers.

9. A quorum of the Board shall be half of the Board plus one. The Board is to follow Robert’s Rules of Order.

Article III. The Advisory Board

The Board of Directors may appoint members of the JAWS Advisory Board to advise the Board and represent the organization’s work in their spheres of influence. Advisory Board members are appointed for two-year terms, renewable indefinitely. Advisory Board members receive complimentary JAWS memberships in exchange for their voluntary work on behalf of the organization.

The role of the JAWS Advisory Board is to promote and advance the mission of the Journalism and Women Symposium; engage leaders inside and outside of journalism about strategic objectives and opportunities for JAWS and JAWS members; provide a sounding board for the JAWS Board of Directors or its appointed deputies; and bring valuable perspectives to discussions about JAWS’ strategic direction.

Article IV. President and President-Elect

1. The president is the chief executive officer of the organization. The president shall have served on the Board for at least a year before being elected to the office of president-elect and she shall have demonstrated leadership and management experience in an organization.

2. The president or, in her absence, an officer of her choosing shall preside at meetings of the organization and of the Board. The president or vice president, along with the secretary or treasurer, must sign all written contracts and obligations of the organization. For authority to sign checks, see Article XIII.2.

3. The president, or others she designates, shall speak for the organization in the media.

4. The president shall appoint any committees deemed necessary and the president shall select chairs—except for the Programs & Services committee, which shall be chaired by the vice president, and the Finance committee, which shall be chaired by the treasurer.

5. The president shall supervise the chief JAWS administrator. Additional staff or contract employees shall be supervised by the president or chief administrator or their designated appointees.

6. The president-elect is elected every other year. The president-elect serves for one year to train for the presidency.

Article V. Vice President and Deputy Vice President

1. The vice president shall assist the president.

2. In the event of the disability of the president, the vice president (or president-elect, if the vice president is unavailable) shall assume her duties. If the president cannot serve out her term for any reason, the vice president shall accede to the presidency for the remainder of the term.

3. The deputy vice president shall assist the president in the first year of her presidency, when there is no president-elect on the board.

Article VI. Secretary

The secretary shall maintain and circulate to Board members and staff copies of the minutes of all Board meetings. She will ensure that minutes are posted in a timely manner on the website in the members section. She shall in general perform all other duties that arise incident to the office of secretary and undertake other duties assigned by the president.

Article VII. Treasurer

The treasurer is the chief financial officer of the organization. Under the direction of the Board, the treasurer shall be responsible for funds and securities of the corporation. She shall prepare the organization’s annual budget and head the Finance Committee. She shall present the budget for the next fiscal year before the annual meeting and make copies of it available to members. She shall be responsible for staff oversight of accounts and shall assure that the organization is in compliance with Internal Revenue Service requirements and any other regulations needed for the organization to conduct business. If the Board appoints a committee on legal compliance, the treasurer shall serve as a member. The treasurer also shall be a member of the Fundraising & Development Committee. She shall undertake from time to time any additional duties assigned by the president.

Article VIII. Committees

1. Standing Committees. Standing committees shall be: Executive (four current officers of JAWS advising the president between meetings), Programs & Services, Membership, Finance, Fundraising & Development and Communications. The Executive Committee shall function as the human resources committee and consult legal counsel as needed. In that capacity, the Executive Committee shall act by majority vote on hiring and terminations, unless otherwise advised by counsel. This committee is bound by law and must establish standard practices on hiring, pay, benefits and other compensation for employees. All other JAWS committees shall consist of at least three (3) members, including the Chair. The treasurer shall chair the Finance committee. In addition, an Elections Committee shall exist as a committee of the Board, appointed each year by the president with the Board’s approval.

2. Ad Hoc Committees. The president, with Executive Committee approval, may create any ad hoc committees she deems necessary, with chairs appointed by the president. Any voting member of the organization is eligible to chair or serve on an ad hoc committee.

Article IX. Regional JAWS Groups

1.  To promote and facilitate the activities of JAWS on a local or regional level, and to engage members and prospective members in their locality or region, the JAWS Board may authorize the establishment of informal local or regional groups of JAWS members.  Such local or regional groups shall not have any separate corporate or legal status and shall always be open to the participation of any JAWS member.  The President (or a member of the JAWS Board as her designee, the “Regional Chair”) may appoint leaders to facilitate the business of such local or regional groups, and any such local or regional leaders shall be members of JAWS and shall serve at the direction of the President (or, if designated, the Regional Chair).

2.  The activities of local or regional groups may include professional training, networking events, social gatherings and fundraising for JAWS, or such other activities or events as may be approved by the President (or the Regional Chair) from time to time.  Before undertaking any activities or events, any such local or regional group must first obtain approval for such activity or event from the President (or the Regional Chair).  For the avoidance of doubt, no local or regional group may enter into any contract, financial transaction, or commercial activity (whether on behalf of JAWS or purportedly on its own behalf), establish any written rules or procedures, or engage in any publicity, marketing campaigns, lobbying efforts or the like, without the express written permission of the President.

3.  Any funds raised by local or regional groups shall be remitted to the Treasurer and held by JAWS.  In establishing any budget, the Finance Committee shall consider the level of fundraising efforts of such groups and may, in its discretion, allocate funds to be used by such groups in their activities.  With prior approval of the President (or the Regional Chair) local or regional groups may directly fund an activity or event through fees or donations collected from JAWS members in connection with such activity or event; provided, however, that the group promptly remits to the Treasurer any such funds exceeding the direct out-of-pocket expenses of such activity or event and accounts for all funds and expenses in such manner as directed by the Treasurer.

4.  Nothing in this Article expands the powers of the President beyond the constraints imposed by any other Article.  Thus, if a local or regional group proposes to undertake any activity which if undertaken by the President would require consultation with or approval of any committee or the JAWS Board, then the President’s consent (or the consent of the Regional Chair) under this Article shall only be provided after such consultation or approval.

5.  The JAWS Board may, from time to time, establish additional rules or procedures governing the formation or conduct of local or regional groups, consistent with this Article.

Article X. Elections

1. The Elections Committee will establish roles and responsibilities for Board and officer nominations, election campaigns and voting. No more than one member of the Board may sit on the Elections Committee.

2. The new Board shall be elected electronically by the membership during a time period that includes the annual conference, in accordance with rules set by the Elections Committee. Board members and officers to be elected to terms described in Article  II.2, will be chosen from the list of candidates presented to the membership by the Elections Committee, with the number of votes per member equal to the number of openings on the board. Write-in votes would be allowed. Results will be announced during the annual conference, at the annual business meeting. Should there be no annual conference in any year, elections will take place at a time to be determined by the Elections Committee and approved by the Board.

3. Elections shall be by secret ballot in accordance with rules set by the Elections Committee. A member can cast only one vote for each officer, and one vote for up to the number of general Board members running in that election. For officers, the candidate receiving the highest number of votes cast for that office will be elected. The election of general Board members will be in rank order of the number of votes received.

Article XI. Categories of Membership

1. All membership categories are subject to Board approval. There shall be two categories of membership: voting and associate. Membership applications are approved by the chief JAWS administrator with oversight from the president and the chair of the Membership committee. The membership criteria are as follows:

   In order to vote, a member must have paid her dues. Voting membership is open to:

   People whose primary occupation is freelancing in the journalism fields listed under a.

   Teachers of journalism at the college level.

   People whose primary occupation is research or publishing in the field of journalism.

   People employed by organizations dedicated to serving journalists.

   JAWS members who have retired or moved on to other fields.

2. Associate members will be entitled to all the privileges of membership except voting and will pay the same dues and fees. Associate membership is open to:

   Students of journalism at the college level or above.

   People not eligible for voting membership whose knowledge or contribution to the organization is considered of value to JAWS.

Article XII. Meetings

1. JAWS shall hold its annual conference at a time and place set by the Board, generally in the fall.

2. The annual conference shall include topical programs that fulfill the mission of JAWS, a national organization that supports the professional empowerment and personal growth of women in journalism and works toward a more accurate portrayal of the whole society.

3. By majority vote of the Board, based on membership interest and resources, JAWS may elect to expand this meeting schedule.

4. The annual business meeting of the voting membership shall be held at the annual conference. Members must be sent written notice of the meeting, online or via the mail, at least thirty (30) days in advance. The annual business meeting shall be conducted according to Robert’s Rules of Order.

Article XIII. Dues and Fees

1. Annual membership dues shall be fixed by the Board.

2. Members who elect to contribute more than the annual dues shall be suitably recognized.

3. Nonmembers who wish to attend the JAWS annual conference shall pay, in addition to other fees, the equivalent of voting members’ dues and shall receive newsletters and full access to the JAWS website, including the members-only section, for the year.

Article XIV. Contracts, Payments, Deposits and Gifts

1. Contracts: By recorded vote, the Board may authorize the president or any other officer or agent of the corporation to enter into any contracts or execute or deliver any instrument on behalf of the corporation (see Article III.2).

2. Payments: All checks, drafts or orders for payment of the organization’s obligations for $500 or less may be signed or authorized by the chief JAWS administrator or any one of these four officers: president, vice president, secretary, treasurer. Purchases or payments exceeding $500 must be approved by two of these agents or officers and signed or authorized by one of them with the recorded approval of a second authorized person.

3. Deposits: All funds of the corporation shall be deposited to the credit of the organization in a timely fashion by designated officers or agents in such banks or other financial institutions as the board may select. The treasurer shall receive from staff and review the records of those transactions quarterly.

4. Gifts: The Board may accept on behalf of the corporation any contribution, gift, bequest or endowment compatible with the organization’s status as a tax-exempt educational organization. The Board will be guided in such acceptances by professional journalists’ need to avoid conflict of interest and the organization’s statement of values and its mission.

Article XV. Books and Records

1. The corporation shall keep correct and complete books and records of accounts and shall also keep minutes of its Board meetings and reports of standing committees. The corporation shall keep at its registered or principal office a record giving the names and addresses of officers and Board members entitled to vote.

2. All books and records of the corporation may be inspected by any board member, the  chief administrator or any designated agent or attorney of the corporation for any proper use at any reasonable time.

3. Backup copies of corporate records shall be kept at a separate location, such as a safe deposit box.

Article XVI. Fiscal Year

The fiscal year of the corporation shall begin on January 1 and end on December 31.

Article XVII. Rules

The Board shall prescribe, may amend and shall enforce rules regulating conduct of its own meetings and the organization’s meetings and admission of guests to those meetings.

Standing rules and any strategic plan of the organization must align with the bylaws. Standing rules must be made available to any member who requests to see them.

Article XVIII. Amendments

The bylaws may be amended by the voting membership. A two-thirds affirmative vote of members voting electronically, according to rules established by the Election Committee is required to pass such an amendment. Several bylaws changes may be included in one vote.