Bylaws

As approved by the general membership on Sept. 15, 2024

Article I. Name of Organization

This Organization is incorporated in the State of Delaware for professional and educational purposes. The Organization’s corporate name is the Journalism and Women Symposium. The Organization is also called the Journalism & Women Symposium or JAWS.

Article II. Board of Directors: General Board Members

1. There shall be a Board of Directors to consist of 9 (nine) to 13 (thirteen) members, including 5 (five) officers of the organization: President, Vice President, President-Elect or Officer-at-Large (in alternate years), Secretary and Treasurer; and four (4) to eight (8) 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. Terms of office and elections

1. 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 year.  

2. General Board Members are eligible to seek two successive terms. No person shall serve more than 4 (four) consecutive years as a General Board Member or 8 (eight) consecutive years on the Board (including service as an Officer). 

3. New General Board Members are elected by vote of the membership in accordance with the procedures described in Article VI.  

3. Board Members must be active members of the organization in good standing; have attended at least one (1) JAWS conference, including the one at which they are elected; and have done significant volunteer work for JAWS, including serving on a working committee for at least a year. 

4. The Board shall manage the property, affairs and business of the organization, including approving and monitoring the annual budget. The Board shall have the authority to appoint an Executive Director to administer the organization, who shall serve under terms evaluated annually by the Board. 

5. The Board may authorize one (1) or more Officers, agents, or employees of the Organization to enter into any contract or execute any instrument on its behalf. The authorization may be general or confined to specific instances. Unless so authorized by the Board, no Officer, agent, or employee shall have any power to bind the Organization or to render it liable for any purpose or amount.

6. All Board Members are expected to:

1. Sign and abide by the JAWS conflict of interest policy annually.

2. Make attending Board meetings a priority.

3. Review all Board-related materials including minutes, agenda and financial reports.

4. Actively participate in JAWS’ strategic-planning and fund development efforts.

5. Attend and support JAWS functions, activities and events, when possible.

6. Encourage JAWS members to get involved on committees and other related activities.

7. Act as a champion and promoter of JAWS.

7. Resignation. A Board Member may resign at any time by providing written notice to the Board. The Board Member’s resignation shall be effective immediately upon receipt unless a subsequent effective date is specified in the written notice. A Board Member shall be deemed to have tendered his or her resignation as the result of two (2) consecutive, unexcused absences from regular or special meetings of the Board. 

8. Removal. A Board Member may be removed by majority vote of the Members at a duly called meeting or by a majority of the Members, with or without cause, at any regular or special meeting of the Members, provided that written notice of the proposed removal is mailed or emailed to the Board Member at least 10 (ten) days prior to the meeting at which the removal will be proposed  

9. If a Board Member resigns or is removed before her term expires, her seat shall be filled until the end of her term by appointment of the President, endorsed by a majority vote of the Board, unless the resignation comes at a time when the seat can reasonably be filled during the regular election of General Board Members and Officers.

10. Should the Board of Directors not be composed of an odd number of members for any reason, an additional Board Member may be elected by a majority vote of the Board, electronically if need be, to serve until the next regular election of Board Members and Officers.

Article III. Officers

1.Terms of Office and Elections.

1. All officers (except the President) are elected by vote of the membership in accordance with the procedures described in Article VIII.

2. The President, Vice President, Secretary and Treasurer of the Organization serve two-year terms. The President-Elect and Officer-at-Large serve one-year terms, with an Officer-at-Large elected to serve when there is no President-Elect. 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-year term to restore the balance.

3. Officers (except the President) are elected by vote of the membership in accordance with the procedures described in Article VIII.

4. In addition to meeting the qualifications for being a Board Member, the President-Elect and President also shall have demonstrated experience in organizational leadership and management to qualify for the presidency.

5. Elections for the positions of President-Elect and Officer-at-Large are held in alternating years to maintain a total of five Officers on the board. The President-Elect serves a one-year term, then automatically accedes to a two-year term as President. The position of fifth Officer on the board is filled for one year by the Officer-at-Large.

6. The President-Elect is elected every other year. The President-Elect serves for one year to train for the presidency. Should the President-Elect be unable to serve—or resign from her office—the Elections Committee will organize a special election for a new President-Elect.

2. President

1. The President is the chief elected 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. 

3. The President, or others they designate, shall speak for the organization in the media.

4. The President, with Executive Committee approval, shall appoint chairs of all standing committees and of any ad-hoc committees deemed necessary—except for the Finance Committee, which shall be chaired by the Treasurer.

3. Vice President, President-Elect and Officer-at-Large

1. The Vice President and President-Elect (or Officer-at-Large) shall assist the President.

2. In the unavailability/absence of the President, the Vice President shall assume her duties. If the President cannot serve out their term for any reason, the Vice President shall accede to the presidency for the remainder of the term.

3. The President-Elect is elected every other year. The President-Elect serves for one year to train for the presidency. 

4. Should both the President and Vice President be unable to perform their duties, the President-Elect (or Officer-at-Large) shall accede to the presidency for the remainder of the term.

4. Secretary

1. The Secretary shall record, maintain, and circulate to Board Members and staff copies of the minutes of all Board meetings. Should the Secretary be unable to record the minutes of the meeting, they shall ensure that someone else takes on this responsibility

2. The Secretary will ensure that minutes are posted in a timely manner and are available to Members on the website. 

3. The Secretary shall in general perform all other duties that arise relevant to the office of secretary and undertake other duties assigned by the President. 

5. Treasurer

      a. The Treasurer is the chief financial officer of the organization. Under the direction                
          of the Board, the Treasurer shall be responsible for the funds and securities of
          the corporation and shall chair the Finance Committee. 

       b. Working with the JAWS Executive Director, President and Finance Committee,
            the Treasurer shall oversee preparation of the Organization’s annual budget. If      
            the Board appoints a committee on legal compliance, the Treasurer shall serve
            as a member. The Treasurer should also serve ex officio on all committees
            relating to financial matters. 

       c. The Treasurer shall undertake from time to time any additional duties assigned
            by the President.

Article IV. Advisory Board

1. 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’s strategic direction.

2. 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 one-year terms, renewable indefinitely. Advisory Board members do not need to be JAWS members.

Article V. Executive Director

1. The Executive Director reports to the Board of Directors. The Board shall determine the specific powers and authorities of the Executive Director.

2. The Executive Director shall oversee the daily operations of the Organization and administer the programs, strategic plans, business development, revenue generation, communications, advocacy and community-engagement initiatives defined by the Board.

3. The Executive Director shall partner with the Treasurer and Finance Committee to develop an annual budget and investment plan. 

4. The Executive Director shall be responsible for assembling, leading and managing all staff and contract positions, as well as vendors, within the confines of the budget approved by the Board or authorized by other Board authorization.  

Article VI. Committees

JAWS may designate committees, ad-hoc committees and task forces to fulfill its mission and operational obligations, as needed. These committees may include:

1. Standing Committees 

1. The Executive Committee shall consist of the 5 (five) current officers of JAWS, including the President, to handle necessary business between meetings. The Executive Committee shall also function as the Personnel  Committee and consult legal counsel as needed. In that capacity, the Executive Committee shall act by majority vote on hiring and terminating the Executive Director, 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.

2. The following other standing committees shall consist of at least 3 (three) members, including the chair. Committees may include, but are not limited to: Programs and Services; Governance; Membership; Finance; Fundraising and Development; Diversity, Equity and Inclusion; CAMP; Regional Groups, and Communications.

3. The Treasurer shall chair the Finance Committee. 

4. Unless otherwise specified, any voting member of the Organization is eligible to chair or serve on a standing committee. Chairs of standing committees may appoint members of their committees.

5. The President and Board may add additional standing committees or modify those that currently exist to meet the needs of JAWS.

2. Elections Committee 

An Elections Committee shall be appointed each year by the President with the Board’s approval. The Elections Committee should have 5 (five) members. No more than two Members of the Board may sit on the Elections Committee. No member of the Elections Committee may be a candidate in the election. No Member of the Board shall chair this committee.

3. Ad-Hoc Committees and Task Forces

The President, with Executive Committee approval, may create any ad-hoc committees and task forces they deem  necessary, and appoint their chairs. Any voting member of the organization is eligible to chair or serve on an ad-hoc committee or task force. Chairs of ad-hoc committees may appoint members of their committees.

Article VII. Local or Regional JAWS Groups

1. To promote JAWS on a local or regional level—and to engage members and prospective members—the JAWS Board may authorize local or regional groups. Such groups shall not have any separate corporate or legal status from JAWS. They shall be called groups, not chapters or any other term that denotes autonomy. The President (or a Member of the JAWS Board whom they designate  as Regional Groups Chair) may appoint leaders to facilitate the business of these local or regional groups. Local or regional leaders shall be Members of JAWS and shall serve at the direction of the President or Regional Groups 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 Groups Chair). Before undertaking activities or events, any local or regional group must obtain approval for such activity or event from the President (or the Regional Groups Chair). No local or regional group may enter into any contract, financial transaction or commercial activity; establish any written rules or procedures; or engage in any publicity, marketing campaigns or lobbying efforts without the written permission of the President.

3. Any funds raised by local or regional groups shall be remitted to the JAWS Treasurer and held by JAWS. 

4. The JAWS Board may establish additional rules or procedures governing local or regional groups, consistent with this Article.

Article VIII. Elections

1. The Elections Committee shall establish roles and responsibilities for Board and officer nominations, election campaigns and voting. As noted in Article VI.2, no more than two Members of the Board may sit on the Elections Committee and the chair must be a non-member of the Board.

2. Each year, the Elections Committee shall present a list of the nominees for Board officers and for General Board Members. The Committee shall nominate enough General Board Members to ensure that each incoming Board has an uneven number of members.

3. Voting Members may nominate themselves or others for candidacy; if they meet the criteria for Board Members or officers, their names shall be included on the ballot. Write-in votes also are allowed.

4. The new Board shall be elected electronically by the membership during a time period that may include the annual conference, in accordance with rules set by the Elections Committee. The membership will elect Board Members and officers from the list of candidates presented by the Elections Committee. Results will be announced after the voting has concluded.

5. Elections shall be by secret ballot in accordance with rules set by the Elections Committee. A member may 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. Should there be a tie in any category, a run-off election shall be held in accordance with rules set by the Elections Committee. 

6. When an officer or General Member of the JAWS Board is unable to serve or has resigned, the President may appoint General Board Members or Officers who may serve until the next election, subject to approval by the remaining Board Members. Vacancies of the President and President-Elect shall be filled according to the provisions described elsewhere in this document.

Article IX. Members and Associate Members

1. All membership categories are subject to Board approval. Membership applications are approved by JAWS staff with Board oversight as needed.

2. Members 

Membership is open to any journalist who meets the criteria listed below; supports the mission, vision and values of JAWS; and abides by the JAWS Code of Conduct. “Journalists” may include any of the following: 

1. Employment as a journalist for a company that is engaged in news gathering

2. Regular freelancing in the journalism field

3. Teachers of journalism 

4. Researchers who publish in the field of journalism

5. Employment by organizations dedicated to serving journalists or related to the practice of journalism

6. JAWS members who have retired or moved on to other fields (excludes student memberships)

7. Students who have published journalism, are involved in student publications or majoring in journalism, and who intend to pursue a career in journalism

3. Voting

Voting is open to Members who are:

1. Current on their dues, or

2. Former Presidents.

4. Voting Members are entitled to vote on: 

1. The election of the Board;  

2. Any amendments of the Articles of Incorporation ('Articles') or these Bylaws that substantively affect their rights

3. Dissolution, transfer of assets 

Members are also permitted to vote on any other issues as required by state or federal law.  

5. Membership fee structures

1. All former Presidents are dues-exempt members for life.

2. Discounted memberships may be offered by JAWS staff in consultation with the Board.

6. Associate Members

Associate Members support the mission of JAWS and are eligible for all the benefits of membership except voting. Associate Members include individuals who do not meet membership criteria, but whose knowledge or contribution to the organization is considered of value to JAWS. 

Article X. Meetings

1. Meetings of the Board

1. Regular meetings. The Board shall hold regular meetings at least twice a year, based on what works best in the interests of the Board. 

2. Special meetings. Additional meetings of the Board may be called by the President as needed.

3. Quorum. A quorum of the Board shall be half of the Board plus one. The Board will follow a consensus decision-making process to initiate formal votes. (For example, a Board Member may introduce an idea or proposal; encourage discussion; amend the original proposal, if necessary; then seek a consensus on calling for a vote.)

2. Annual conference

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

2. Should the annual conference need to be postponed, canceled or held virtually, the Board will approve that change by majority vote and notify the membership as soon as possible.

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

3. Meetings of Voting Members

1.  Annual meeting. An annual meeting of the Voting Members shall be held each year, either in person or virtually, at dates and times designated by the President.

2. Special meetings. Special meetings of the Voting  Members may be called by the President, by the Board, or by ten percent (10%) of the Voting Members

3. Quorum. At any meeting of the Voting Members, a quorum shall consist of at least one-third (1/3) of the Voting Members in good standing in person or by proxy.

4. Annual or special meetings of the Voting Members shall be called to order and presided over by the President or by an officer of their choosing.

5. All meetings of the Voting Members shall be telephonic, in person, or via other user-identified means (webcams, digital uplinks, e-mail, etc.).

6. Notice. Notice shall be sent not less than ten (10) days and not more than sixty (60) days prior to the meeting. 

Article XI. Dues and Fees

Annual membership dues shall be fixed by the Board.

Article XII. Contracts, Payments, Deposits and Gifts

1. Contracts

If desired, the Board may authorize officers or agents of the corporation to enter into any contracts or execute or deliver any instrument on behalf of the Organization, by recorded vote.

2. Payments

1. All checks, drafts or orders for payment of the Organization’s obligations for $10,000 or less may be signed by the JAWS Executive Director, President or Treasurer. 

2. Purchases or payments exceeding $10,000 up to $19,999 must be approved by the Board President and Treasurer, and signed by one of them and the Executive Director.

3. Purchases or payments of $20,000 or more must be approved by the Board and signed by both the Board President and Treasurer.

4. “Signing” may be accomplished through electronic means or physical signing of a document.

3. Deposits

All funds of the Organization 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 reports from staff and review the records of those transactions quarterly.

4. Gifts

The Board may accept on behalf of the Organization 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 XIII. Books and Records

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

2. All books and records of the Organization may be inspected by any Board Member, the Executive Director or any designated agent or attorney of the Organization for any proper use at any reasonable time.

3. Backup copies of corporate records shall be kept at a separate location from the principal office of JAWS. This location can be digital.

4. In lieu of a physical office space, the principal office of JAWS shall be the home of the Executive Director.

Article XIV. Fiscal Year

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

Article XV. Rules

1. 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.

2. Standing rules and any strategic plan of the Organization must align with the Bylaws. Any standing rules must be made available to any Voting Member who requests to see them.

Article XVI. Indemnification

1. The Organization shall indemnify each current and former Member of the Board and each of the Organization’s Officers and former Officers for the defense of civil and criminal actions or proceedings as hereinafter provided and, notwithstanding any provision in these Bylaws to the contrary, in a manner and to the full extent permitted by applicable law as may from time to time be in effect. 

2. The Organization shall indemnify each current and former General Member of the Board and Officers and former Officers from and against any and all judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred or imposed as a result of such action or proceeding or any appeal thereof, imposed upon or asserted against him or her by reason of being or having been such a General Member or Officer and acting within the scope of his or her official duties, except where such Officer or General Member is adjudged, in a final non-appealable order, decision or holding, to be liable for negligence or misconduct in the performance of a duty which directly gave rise to the action or proceeding.

3. This indemnification shall apply to all judgments, fines, amounts in settlement and reasonable expenses described above as incurred whenever arising and the right of indemnification in these Bylaws shall be in addition to any and all rights to which any current or former General Member or Officer of the Organization might otherwise be entitled and these provisions shall neither impair not adversely affect these rights.

Article XVII. Amendments

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