our bylaws

ARTICLE I.  Name.

 Section 1.  The name of the organization shall be National Association of Black Journalists-Philadelphia Chapter, (hereafter called the NABJ-Philadelphia or the organization). It shall be affiliated with the National Association of Black Journalists (NABJ) or other organizations whose published objectives parallel those of the NABJ-Philadelphia.

ARTICLE II.  Purpose.

Section 1.  The purpose of the NABJ-Philadelphia shall be:

1. Advocate for Black journalists in the media
2. Ensure that Blacks journalists are equally and fairly represented in the profession
3. Increase the number of Black journalists in all areas of the media
4. Honor and award journalistic excellence and outstanding achievement
5. Serve as role models and mentors for high school and college students, and emerging Black journalists
6. Provide training and workshops for Black professional journalists and students
7. Provide scholarships to students to ensure the survival of Black representation in the media
8. Ensure that the Black community receives the coverage it deserves free of racism and misrepresentation
9. Offer access and workshops to the Black community to maintain their access to the media
10. Support Black faculty and other journalism educators at colleges and universities
11. Encourage Black journalists seeking to become independent and/or entrepreneurial
12. Maintain a positive relationship between journalists in both Black-owned and mainstream media
13. Engage in such other activities permissible for nonprofit corporations in accordance with Section 501 (c)(3) of the Internal Revenue Code, as amended, and the rulings and regulations thereunder.

ARTICLE III. Membership Eligibility.

Section 1. Full membership shall be open to:

(a) Working journalists, i.e., those individuals in the broadcast, print and online media whose principal function(s) is the gathering and dissemination of news. This category includes reporters, editors, newsroom managers, news producers, camera persons, photographers, columnists, editorial writers, digital reporters, editors and specialists, news artists and cartoonists who produce, gather, disseminate and distribute news, and who work for newspapers, television and radio stations, magazines, online news media or wire services. 

 (b) Freelance journalists who derive a majority of their income from freelancing.

 (c) Journalists with at least five (5) years of experience who have moved to positions that are related to journalism, but do not fit in Section 1 (a) or (b). These positions include professors, heads of journalistic think tanks such as Poynter, documentary filmmakers and independent producers whose product relate to news and/or journalism (e.g., documentaries focusing on newsworthy, cultural or historical topics in an objective and/or journalistic way) and columnists who produce journalistic product on a regular basis (at least weekly).

(d) Full Membership also shall be open to retired journalists who attained five years’ newsroom experience prior to retirement.

(e) Full members are entitled to vote in all matters before the membership body of NABJ-Philadelphia.

Section 2. Associate membership shall be open to:

(a) Persons employed in a media-related profession, college or university professors, those who have worked and left the journalism field and those who do not qualify for full membership under Article III, Section 1. Members in this category are eligible to vote on all NABJ-Philadelphia matters and serve in appointed offices. Associate members may also serve in elected positions in the NABJ-Philadelphia, with the exception of the offices of president and vice president. The number of associate members may not exceed half the number of NABJ-Philadelphia’s full members.

Section 3. General membership shall be open to:

(a) Persons who share a strong interest in journalism and the objectives and bylaws of NABJ-Philadelphia and the National Association of Black Journalists. General members are eligible to receive all NABJ-Philadelphia correspondence, shall be admitted to meetings, may voice non-binding opinions and may serve on committees. Beyond their appropriate role in committee membership, general members may not vote in any other circumstance. The number of general members may not exceed half of NABJ-Philadelphia’s membership roster.

Section 4. Student membership shall be open to:

     (a) Persons who currently are a full-time student at a Greater Philadelphia-area high school or an accredited college or university who is either majoring in print or broadcast journalism, or has expressed an interest in pursuing a journalism career. These members have no voting powers, but may serve in appointed positions in the organization, except as prohibited by these bylaws.

Section 5. All membership applications will be subject to the review of the membership committee or Executive Board. The Board maintains sole and final authority to accept or reject any recommendation regarding a membership application.

ARTICLE IV.  Meetings.

Section 1. Regular meetings. Meetings of the membership shall be held once monthly at such times and places as shall be designated by the Executive Board. Robert’s Rules of Order (latest edition, newly revised) shall apply during all meetings of the NABJ-Philadelphia membership and the Executive Board. The meeting will be led by the president, vice president or by one of the remaining Executive Board members in the absence of the president and vice president.

A quorum shall be established at the beginning of each meeting. The presence of members representing ten percent (10%) of the organization’s membership and three officers shall constitute a quorum at all meetings of NABJ-Philadelphia.                          

Section 2.              Notice of meetings. Notice stating the place, day and time of all meetings and the purpose for which the meeting is called shall be delivered electronically by the secretary to each member not less than ten (10) working days prior to any meeting.

Section 3.              Submission of agenda items. Every NABJ-Philadelphia meeting shall have an agenda prepared by the president. Any NABJ-Philadelphia member may submit a proposal, resolution or other item to be included on a meeting agenda. Such information should be submitted electronically to the secretary no less than five (5) working days prior to the next general meeting. All proposals shall be reviewed by the Executive Board.

If an author is unable to attend the general meeting, the president shall announce the proposal or resolution and make a recommendation from the Executive Board. If a vote is required, a quorum of a majority of the eligible members present is required to take action. Items also may be added to the agenda for the upcoming general meeting by a motion from the floor during any membership meeting. 

Section 4.              Voting on issues. Except for the election of officers and voting on bylaws, a simple majority vote is necessary to approve any such issues, resolutions or bills at NABJ-Philadelphia meetings. If a quorum is not present at any general meeting called in accordance with Article IV Section I, the issues in question may be decided by a vote of the majority of eligible members present, or postponed until another general meeting in which a quorum is present.

ARTICLE V.  Fiscal Year and Dues.

Section 1.              The fiscal year shall be from Jan. 1 to Dec. 31 of each calendar year.

Section 2.              The Executive Board shall set the membership dues with the approval of a majority of voting members at a given membership meeting. Annual dues shall not exceed that levied by the National Association of Black Journalists.

Section 3.              Payment of dues. All dues must be paid annually. All dues and assessments are due and payable on or before Dec. 31. Memberships not renewed or paid by Jan. 31 shall be discontinued. Membership dues paid after Nov. 15 shall be good through the next calendar year. No dues shall be refunded to any member whose membership terminates for any reason.

ARTICLE VI.  Officers.

To be eligible for elected office in the Association, a candidate for president and vice president must be a full member in good standing with NABJ-Philadelphia and a member in good standing with the National Association of Black Journalists.

Section 1.              The offices of the association shall be president, vice president, secretary, treasurer and parliamentarian. The immediate past president, who maintains good standing in the NABJ-Philadelphia, may serve as an ex-officio member of the Executive Board, beginning with the 2024 election. cycle. Such service shall be in a non-voting, advisory capacity. A member-at-large appointed by the president shall serve on the Executive Board and may vote on Executive Board matters.

Section 2.              President. The president or his/her designate shall preside over all meetings of the NABJ-Philadelphia membership and the Executive Board, and shall have the responsibility to ensure that all decisions of the Executive Board and membership are carried out. The president shall prepare an agenda for every NABJ-Philadelphia meeting. The president, or designated vice president in the president’s absence, shall act as the organization’s official spokesperson. The president must be bonded upon taking office by a certified bonding firm.

Section 3.              Vice President. The vice president shall act in the president’s stead when the president is unable to perform his or her duties. The vice president shall oversee committee operations.           

Section 4.              Secretary. The secretary shall have the responsibility of keeping minutes of all NABJ-Philadelphia membership and Executive Board meetings, and ensure a proper file is maintained of all NABJ-Philadelphia membership lists, correspondences and actions taken by the membership and the Executive Board. The secretary shall also be responsible for making sure that all regular meeting notices are sent out ten (10) working days prior to every NABJ-Philadelphia meeting and Executive Board meeting. A deputy secretary who is a member in good standing may be appointed by the president.

Section 5.              Treasurer. The treasurer shall have the responsibility of maintaining a complete financial record of all monies received and/or expended by NABJ-Philadelphia. The treasurer must be bonded upon taking office by a certified bonding firm. No checks will be issued without the signature of the treasurer and president. The treasurer shall also have the responsibility of making sure members’ dues are up to date. The treasurer shall make monthly financial statements to the membership showing the disposition of NABJ-Philadelphia monies, ensure that scholarship funds are maintained separate from the general fund, and that all funds are invested to earn the maximum benefit to the organization. The treasurer shall notify members whose dues or other outstanding obligations to the organization have not been paid that they cannot participate in any NABJ-Philadelphia deliberations or vote on membership issues, pending full payment of the dues. The treasurer shall provide financial records to members if requested. The treasurer shall file appropriate tax documents for NABJ-Philadelphia and make them available if requested by membership.

(a)           The treasurer shall serve as chairperson of the Finance/Fundraising Committee.

(b)           The Executive Board may appoint an assistant treasurer to assist the treasurer with the performance of aforementioned duties.

(c)          A financial review of the accounts of NABJ-Philadelphia shall be performed annually in the manner provided by the Executive Board, and a financial statement shall be prepared and presented to the members annually in February. 

Section 6.             Parliamentarian. The parliamentarian shall be the chief interpreter of Robert’s Rules of Order and the NABJ-Philadelphia governance documents, and shall serve as sergeant-at-arms during monthly meetings and at Executive Board meetings when needed.

              (a)         The parliamentarian shall serve as chairperson of the Elections Committee. If the parliamentarian is seeking elected office, the president shall appoint an Elections Committee chairperson. 

             (b)           The parliamentarian shall serve as chairperson of the Bylaws Committee.               

Section 7.              Immediate Past President. The immediate past president shall serve as a historical link for the organization and perform duties as assigned by the president and Executive Board. The role is advisory and non-voting.

Section 8.              Member-at-large. The member-at-large shall serve as a liaison between the membership and the Executive Board by sharing any member concerns. Additional duties may be assigned by the president. The member-at-large shall serve as a member of the Executive Board.

ARTICLE VII.  Duties of the Executive Board.

Section 1.              The Executive Board shall be composed of the president, vice president, secretary, treasurer, parliamentarian, member-at-large and immediate past president.

Section 2.              The Executive Board will meet prior to each membership meeting to map out plans and ideas for the full body to follow or act upon. Notice for Executive Board meetings shall come from the president at least five (5) working days prior to the meeting. Every Executive Board meeting shall have an agenda prepared by the president. The meeting will be led by the president, vice president or one of the remaining Executive Board members in the absence of the president and vice president. A special meeting may be called by the president or a majority of the Executive Board. A majority of the Executive Board constitutes a quorum for the transaction of business, and the votes of a majority of the directors present at a meeting at which a quorum is present shall constitute the decision of the Board.

                   ARTICLE VIII.  Succession, Resignation, Removal of Office.

Section 1.              Succession. If the president cannot or does not complete his/her term of office, the Executive Board shall appoint the vice president to assume office for the remainder of the term. The Executive Board shall then appoint a member of the Executive Board to serve as an interim vice president. If a vacancy occurs in any other elected or appointed office, the president shall appoint any member in good standing who qualifies for the office.

Section 2.              Resignations. Any officer may resign at any time by delivering a written resignation to the Executive Board, the NABJ-Philadelphia president or the secretary of NABJ-Philadelphia. Such resignations shall be effective upon receipt, unless otherwise specified in the letter of resignation.

 Section 3.             Removals. An officer may be removed from office only in instances of violation of the organization’s rules, engaging in prohibited activities, failing to maintain NABJ membership, or malfeasance in his/her NABJ-Philadelphia office or misuse of NABJ-Philadelphia funds. The procedure for removal of any officer requires a written petition to the Executive Board, signed by one-third of the voting NABJ-Philadelphia members, stating the allegations against the individual. The subject of the removal effort shall have the opportunity to make a written statement to the Executive Board. The Board’s recommendations will be submitted to the membership at a special meeting for a final vote. A two-thirds vote of the membership present at the special meeting shall be required for removal.

Section 4.             Removal of NABJ-Philadelphia members. The membership of an NABJ-Philadelphia member may be revoked only in instances of violation of the organization’s rules by breaching journalistic ethics, misrepresenting the Association, engaging in conduct or behavior that could damage the Association’s good name or misappropriation of the organization’s funds. Removal requires a written petition to the Executive Board, signed by one-third of the voting NABJ-Philadelphia members, stating the allegations against the individual. The subject of the removal effort shall have the opportunity to make a written statement to the Executive Board. The Board’s recommendations will be submitted to the membership at a special meeting for a final vote. A two-thirds vote of the membership present at the special meeting shall be required for removal.

                   ARTICLE IX.  Eligibility for Office and Term of Office.

Section 1.             Members seeking office must be NABJ-Philadelphia and NABJ members   in good standing. Only full members may seek the office of president or vice president. Only paid NABJ-Philadelphia members as of                     Oct. 1 can vote or run for office.

Section 2.             Those members seeking the offices of secretary, treasurer and parliamentarian must be in good standing with NABJ-Philadelphia. Associate members may run for the secretary, treasurer and parliamentarian positions or serve member-at-large in NABJ-Philadelphia. Associate members are not eligible to run or hold the offices of president or vice president.

Section 3.              Student members are not eligible to hold any NABJ-Philadelphia office. 

Section 4.             Term of office. All officers of the organization shall be elected to one-year     terms, commencing in 2023, and serve until their successor is elected. Thereafter, all officers shall be elected to two-year terms, commencing with the 2024 election cycle, and serve until their successor is elected. The president and vice president are prohibited from seeking a third consecutive term. All Executive Board members must maintain good membership standing within NABJ-Philadelphia for the duration of their terms. All officers must maintain good membership standing with NABJ for the duration of their term or relinquish their office. No member of the association may hold more than one office or position at the same time.

                                                                        ARTICLE X.  Elections.

Section 1.            Election of NABJ-Philadelphia officers will be held biennially in December, beginning in 2024. Candidates shall be nominated from the floor at the October membership meeting or may also be nominated by a nominating committee, if such a committee is established by the Executive Board. Only paid full and associate NABJ-Philadelphia members as of Oct. 1 may make a nomination, run for office or vote in the election. All other election rules shall be set by the Election Committee or the Executive Board in the absence of such a committee. The Election Committee shall consist of members not running for elected office. Rulings by the Election Committee may be appealed to the Executive Board and overturned by a two-thirds vote of the membership at a general meeting.

Section 2.             The vote shall be taken by official ballot in December at a time and method designated by the Election Committee or Executive Board. Only eligible members, as described in Article III Section 1 and Section 2, of record as of Oct. 1 shall be eligible to make a nomination, cast ballots and/or run for office.

Section 3.             Voting by email and mail shall be permitted. Mail-in ballots must be requested in writing two weeks prior to the election. All balloting by mail must be postmarked no later than five (5) working days prior to the election date. Only one voting method may be used by an individual in an election. 

ARTICLE XI.  Committees.

Section 1.             Standing committees. The president shall appoint chairpersons of seven (7) standing committees: Media Monitoring/Issues, Membership, Programs, Scholarship, Bylaws, Elections and Finance/Fundraising. The duties of each such committee shall be determined by the president and the Executive Board. Committee chairs are to submit monthly written reports at the time of the membership meetings. The president shall appoint committee chairs by March 1, following an election. Committee chairs shall serve two-year terms. The president shall be an ex-officio officer of each committee. Committee chairs can be replaced by the president or members of the Executive Board.

Section 2.             Ad-hoc committees. The president and/or the Executive Board may by resolution passed by a majority of the Executive Board designate one or more temporary committees, with each committee consisting of two or more members. The Executive Board may designate one or more of its directors as alternate members of any committee to replace any absentee or disqualified member. Each such committee will exercise only those powers specified by the Executive Board in its formulation. Each committee shall keep regular minutes of its meetings and report the same to the Executive Board, and shall terminate upon completion of its assigned purpose.  The Ad-hoc committee or the Board shall make a report to the membership.

ARTICLE XII.  Finances/Contracts.

Section 1.              Deposit of Funds. All funds of the organization not otherwise employed shall be deposited in such banks and trust companies by the treasurer, with the recommendations and approval of the Executive Board. Such funds shall be handled in accordance with IRS regulations and state laws governing the activities of the NABJ-Philadelphia.

Section 2.              Compensation. Any member, director or officer of the NABJ-Philadelphia is authorized to receive reasonable compensation from the organization for services/expenses rendered to the NABJ-Philadelphia when authorized by the Executive Board. No member or officer of the NABJ-Philadelphia shall receive compensation merely for acting as a member or an officer.

Section 3.              Contracts with members and officers. No member or officer of the NABJ-Philadelphia shall be interested, directly or indirectly, in any contract relating to the operations conducted by it, nor in any contract for furnishing services or supplies, unless such contracts shall be authorized by the Executive Board and unless the fact of such interest shall have been disclosed or known to the Executive Board at the meeting at which such contract is authorized.

Section 4.              Indebtedness. All contracts for services rendered to the NABJ-Philadelphia shall be paid promptly upon approval of such expenditures by the Executive Board and/or membership.

                              ARTICLE XIII. NABJ Affiliation

Section 1.            NABJ-Philadelphia is organized as an affiliate of the National Association of Black Journalists (NABJ) and a revocation of such affiliation shall require a two-thirds (2/3) approval by the entire membership, provided notice has been given in writing at a previous meeting.

Section 2.            NABJ-Philadelphia shall not take any action that conflicts with the Constitution/Bylaws of NABJ.

ARTICLE XIV.  Non-profit Organizational Status

Section 1.              NABJ-Philadelphia is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) the Internal Revenue Code, or corresponding section of any future federal tax code. 

Section 2.              No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Section 3.             Upon dissolution of the corporation, assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation, which is organized and operated exclusively for non-profit purposes and which has established its tax-exempt status under Section 501 (c)(3) of the Internal Revenue Code, shall be distributed or given to other non-profit organizations as directed by the Executive Board.

                                                     PARLIAMENTARY AUTHORITY

Parliamentary Rules. In all matters not provided for in the NABJ Constitution and Bylaws and in the Chapter Bylaws, NABJ-Philadelphia shall be governed by the current edition of Robert’s Rules of Order, Newly Revised.

                  ARTICLE XV.  Amendments to the Bylaws.

Section 1.             Amendments to NABJ-Philadelphia bylaws may be proposed by any committee or any member in good standing. Proposed amendments must be submitted in writing to the Executive Board or Bylaws Committee. The organization’s bylaws may be amended at any regular meeting by two-thirds (2/3) vote, provided that notice has been given at a previous chapter meeting or by mail at least 30 days prior to the meeting at which the vote will take place.

    The amendments become effective immediately, unless otherwise specified.

ARTICLE XVI.  Compliance.

Section 1.         These bylaws shall be in compliance with any federal, state or local laws and NABJ policies that govern the transaction of NABJ-Philadelphia business.