FLORIDA SOCIETY OF NEWS EDITORS, INC.
- This society shall be known as the Florida Society of News Editors and the principal place of business where the society is to be located is Tallahassee, Florida or such location in Florida as the directors may from time to time determine.
- The purpose of this society is to advance the cause of responsible journalism.
- News organizations in the State of Florida qualify for membership in the society, subject to the approval of the board of directors. Editors whose organizations are society members, are eligible for membership, subject to approval of the board of directors.
- Anyone distinguished by notable contributions to the profession of journalism may be elected to full membership in the society by a two-thirds vote of the board of directors.
- The board of directors, by a majority vote, shall have authority to set the annual dues.
- All candidates for membership shall make written application to the secretary.
- The names of applicants for membership shall be presented to the board of directors for election or rejection. Election of an applicant to membership shall require an affirmative vote of the majority of the directors present.
Officers and Directors
- Officers of the society shall be a president, vice president and secretary-treasurer, who shall perform the duties of their offices for one-year terms.
- The government of the society shall be vested in the board of directors, which shall have full direction of its affairs.
- The board of directors shall be composed of 14 members:
- a president, vice-president and secretary-treasurer
- the immediate past president
- the former immediate past president, called the veteran member
- a senior member of the Florida Associated Press staff
- a Freedom of Information member who serves on the First Amendment Foundation Board
- one member of the academic community
- one member representing The Poynter Institute
- one member representing a Spanish-language publication
- four other members.
There are no term limits for the Associated Press senior staff member, Poynter Institute member, and the Freedom of Information board member. The term for the academic community member shall be two years. The academic community member may vote on society issues and/or initiatives, but he/she may not serve as an officer of the society. Terms for other board members shall be three years. No board member can serve more than two consecutive three-year terms. Terms begin at the end of the annual meeting of the society. If a board member begins a term before the annual meeting, that time does not count against the member’s three-year term.
- When a board member becomes an officer, the member will start as secretary-treasurer. At that point, the member’s three-year term ends and a five-year term begins. The member will serve one year in each of these positions: secretary-treasurer, vice president, president, past president, veteran officer. At the end of the five years, the member retires from the board.
- If an officer leaves the board before the officer’s term expires, the remaining officers will nominate a replacement, who will be voted on by the entire board.
- The directors shall have full power to fill all vacancies on the board or among officers until the next regular meeting of the society, at which time a successor or successors shall be elected.
- The directors may adopt rules and regulations for the government and proper business conduct of the society, and shall have the power to amend the same.
- The directors shall submit at the annual meeting a full report of the condition and finances of the society, together with a review of its acts for the preceding year.
- The president shall appoint such standing and special committees as shall be determined by the society or by the board of directors.
- The past president will chair the committee that nominates new board members. The veteran member also will serve on this committee. The chairman will determine the size of the committee and appoint other members to it.
- The semi-annual meetings of the society shall be held at a place and time decided upon by the board of directors.
- Special meetings of the society shall be held on call of the president with proper notice (at least 30 days), or on written request of 10 members.
- Business of the society may properly be transacted by a majority of the members present at any regular or special meeting of the society.
- The board of directors may, at any time, order a change in time of holding regular or special meetings of the society or board of directors, as long as proper notice is given.
- Notice –Whenever notice is required to be given to any Member or Director, it may be given to such person either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by courier service, charges prepaid, or by facsimile transmission, or by email to that Member’s or Director’s address or facsimile number appearing on the Society’s books, or in the case of Directors, supplied by that person to the Society for the purpose of notice. If the notice is sent by mail or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the mail or with the courier service for delivery, or in the case of facsimile, when dispatched. Such notice shall specify the place, date and time of the meeting and any other information, which may be required by law or these Bylaws.
- Waiver of Notice. Any required notice may be waived by written consent of the person entitled to such notice either before or after the time for giving of notice; and attendance of a person at a meeting shall constitute a waiver of notice, except where a person attends only to object to the transaction of any business because the meeting was not lawfully called or convened.
- Removal by Directors. Any Director may be removed from office, without the assignment of any cause, by a vote of the majority of the Directors in office at any duly convened meeting of the Board, provided that written notice of the intention to consider removal of such Director has been included in the notice of the meeting. A Director shall not be removed without having the opportunity to be heard at such meeting, but a formal hearing procedure need not be followed. Cause for removal shall be deemed to exist when a Director, without reasonable excuse, shall fail to attend three (3) consecutive regular meetings or when the Director has engaged in any other conduct as shall be determined in the sole discretion of the Board to be harmful to the Society. A Director removed from office shall be eligible for reelection to the Board after a period of not less than one (1) year after removal.
- Removal by Members. All or any of the members of the Board of Directors may be removed from office without assigning any cause by the affirmative vote of two-thirds (2/3) of the Voting Members, at a special or annual meeting of the Members, provided that written notice of the intention to consider removal of such Director(s) has been included in the notice of the meeting. A Director shall not be removed without having the opportunity to be heard at such meeting, but a formal hearing procedure need not be followed. In case the board or any one or more Directors are so removed, new Directors may be elected at the same meeting.
- Compensation. Except as otherwise set forth herein, the Directors and Officers of the Society shall serve without compensation.
- Removal of Officers. Any Officer may be removed by the Board with or without cause whenever in its sole judgment the best interests of the Society may be served thereby.
- Fiscal Year – The fiscal year shall also be the calendar year.
- Quorum. At any duly authorized regular or special meeting of the general Membership, at least twenty (20) Voting Members must be present to constitute a quorum for the transaction of business. At any duly authorized regular or special meeting of the Board, a simple majority of the full Board membership must be present to constitute a quorum for the transaction of business. Full Board membership includes the Officers. The Directors or Members present at a duly organized meeting can continue to do business until adjournment notwithstanding the withdrawal of enough Directors or Members to leave less than a quorum. If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting to such time and place as they may determine. In the case of any meeting called for any other purpose, those who attend the second of such adjourned meetings, although less than a quorum as fixed in this section, shall nevertheless constitute a quorum for the purpose of acting upon any resolution or other matter set forth in the notice of the meeting, if written notice of such second adjourned meeting stating that those Members who attend shall constitute a quorum for the purpose of acting upon such resolution or other matter is given to each Member of record entitled to vote as such second adjourned meeting at least ten (10) days prior to the day named for the second adjourned meeting.
- The election of officers and directors shall be a part of the order of business at the regular annual meeting of the society.
- The new officers and directors shall be installed at the close of the regular annual meeting.
- These Bylaws may be amended or altered by a majority vote of a quorum of the Board of Directors at any regular or special meeting, provided that notice of such proposed amendment or revision shall be given at least 30 days prior to said meeting. Amendment shall go into effect upon final adjournment of the annual meeting, unless otherwise stated. Amendments cannot be inconsistent with the provisions of the Articles of Incorporation.
(Adopted October 31, 1969, at organizational meeting in Gainesville, Florida.)
(Revised June 10, 1995, at membership meeting in Ponte Vedra Beach, Florida.)
(Revised June 13, 1997, at membership meeting in Naples, Florida.)
(Amended June 12, 1998 in Daytona Beach, Florida)
(Amended June 13, 2002 in Cape Canaveral, Florida)
(Amended June 23, 2006 by at least two-thirds vote of those present at the membership meeting in St. Petersburg, Florida)