Revised November 7, 2003
BYLAWS OF THE
NEW
A corporation not for profit
Section One. Principal Office. The principal offices of the Corporation in
the State of
Section One. Classes of Members. The Corporation shall have seven (8) classes of members. The designation of such classes shall be as follows: (a) that for paid circulation newspapers; (b) that for free circulation or voluntary paid publications; (c) that for affiliate newspapers; (d) that for associate members; (e) that for honorary members; (f) that for college newspaper members; (g) that for non-English language newspapers; and (h) that for specialty newspapers.
(a) Membership for paid circulation newspapers shall be open to newspapers of general circulation regularly published at intervals of at least once a week, which have a periodical class mailing permit, have a least 75% paid circulation, have an average news content which complies with applicable U.S. Postal Service regulations for periodical permit holders, and which meet New Jersey statutory qualifications for legal advertising. Each such member shall be entitled to as many votes at a membership meeting as its annual membership dues will cover at the rate of $300.00 per vote or portion thereof.
(b) Membership for free circulation or voluntary paid publications shall be open to free circulation and voluntary paid newspapers regularly issued at weekly intervals at least 50 times a year in an accepted newspaper format, either broadsheet or tabloid size or a combination thereof, containing an annual average non-advertising content of not less than 25% of the total published column space of which at least 50% shall be produced by a local staff and shall include news of both local and general interest. The newspaper must have a known office of publication, open to the public during usual business hours on usual business days, have a local telephone number and shall have published continually for a one-year period before membership may be applied for.
Each such member shall be entitled to as many votes at a membership meeting as its annual membership dues will cover at the rate of $300 per vote or portion thereof.
Each such member must annually publish with clarity, verify and submit to NJPA, circulation figures of its newspaper or newspapers. The submission shall be over the sworn signature of the publisher and verification shall be by a recognized newspaper group such as ABC, CAC, VAC or a sworn U.S. Post Office Statement or a notarized statement on the cover that the submission is true and correct.
Each such member newspaper shall be regularly reviewed to insure it conforms to membership requirements. The NJPA may require a member to submit notarized weekly press runs or press bills in support of claimed circulation. Failure to provide those figures in a timely fashion may cause suspension of membership.
Associate membership may be granted
to a newspaper otherwise meeting all criteria for membership as a paid
circulation newspaper except that at the time of its application for membership
it shall not have been entered for two (2) years as a second-class mail matter
under the postal laws and regulations of the
(h) Specialty Newspapers. Membership for specialty newspapers shall be
open to a newspaper published and distributed in the State of
Section Two. Election of Members. In addition to making the determinations specified hereinbelow in making any recommendation under Section One, the membership committee shall decide if the publication advances the purposes for which NJPA was formed which are stated in its Certificate of Incorporation as follows:
“To uphold the Constitution and Laws of the State of
To advance the interests and to serve to the best of our ability the general welfare of the people of our communities;
To promote improved editorial and business methods in the publishing of newspapers;
To promote the usefulness and influence of all newspapers;
To cultivate friendly relations among all newspapers of the state and a fraternal spirit among the members of the Association;
To promote and maintain a high standard of ethics in the newspaper profession;”
All applications for all categories of membership shall be made to and approved by the Board of Directors with the advice, and upon the recommendation of, the Membership Committee. In making this recommendation to the Board of Directors, the Membership Committee shall in the case of applications for membership under Section (a) and (b) of Section One, decide if the applicant adequately presents news coverage of the municipalities in which it circulates and shall use a criterion therefor, the breadth of such coverage of governmental activities, education, sports, social events, and local news of a general nature. In the case of the submissions of membership applications under Section (c), (d), (e), (f), (g), and (h) of Section One, the Membership Committee shall follow the criteria set forth in those sections.
Section Three. Termination of Membership. The Board of Directors, by affirmative vote of two- thirds of all of the members of the board, may suspend or expel an Association member after an appropriate hearing, and, by majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership, or suspend or expel any member who shall be in default of the payment of dues for the period fixed in Article IX of these bylaws.
Section One. Annual Meeting. An annual meeting of the members shall be held each calendar year during the last four (4) months of the year on a date and time fixed by the Board of Directors for the purpose of electing directors and officers and for the transaction of such other business as may properly come before the meeting. Such date shall be selected at least three (3) months prior to the meeting. If the election of directors shall not be held on the day designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as convenient.
Section Two. Special Meetings. Special meetings of the members may be called by the President, or by majority vote of the Board of Directors, and shall be called by the President upon the petition of not less than one-tenth of the members having voting rights.
Section Three. Notice of Meetings. Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered, either personally, by mail, or by facsimile, to each member entitled to vote at such meeting, not less than ten (10) nor more than thirty (30) days before the date of such meeting. Said meeting must be called under the provisions of Article III, Section Two. In case of a special meeting or when required by statute or by these bylaws, the purpose or purposes for which the meeting shall be stated in the notice, and the business at the meeting shall be so confined to the purpose or purposes. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the Corporation, with postage thereon prepaid. If notice is given by facsimile, such notice shall be deemed to be delivered upon receipt of the successful transmission report generated by the Corporation’s facsimile machine.
Section Four. Quorum. A majority of the total number of voting members of the Association present in person or by proxy shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. Votes may be validly cast by proxies.
Section One. General Powers. The affairs of the Corporation shall be managed by its Board of Directors, which shall have all the powers granted to it by law or in the certificate of corporation or by these bylaws and not otherwise specifically delegated to any other person or group.
Section Two. Number, Tenure, and Qualifications. The Board of Directors shall consist of not less than fifteen (15) nor more than seventeen (17) voting members and one (1) non-voting member as follows:
(a) the five (5) elected officers, filling the offices of Chairman of the Board, President, First Vice President-Dailies, Vice President-Weeklies, and Treasurer.
(b) The Executive Director of the Association who shall serve as a non-voting officer/Director.
(c) Eight (8) directors are to be elected from the active membership of the Association, four of whom shall be from daily newspapers and four of whom shall be from weekly newspapers.
(d) Two voting directors appointed by the President to represent the Associate Membership Division for a one-year term of office, concurrent with that of the President’s.
(e) One voting director shall be appointed by the President to represent the non-English Language Membership Division for a one-year term of office, concurrent with that of the President’s. No director shall be so appointed if the number of non-English language newspaper owners having membership in the Association is less than fifteen (15).
(f) One voting director shall be appointed by the President to represent the Specialty Newspaper Membership Division for a one-year term of office, concurrent with that of the President’s. No director shall be so appointed if the number of specialty newspaper owners having membership in the Association is less than fifteen (15).
All elected officers and directors other that the Executive Director shall each have one vote at board meetings. The four daily and four weekly directors of the New Jersey Press Association shall be elected to office for the following terms: (a) Four directors, equally divided between daily and weekly newspaper representatives, shall be elected every other year for two calendar-year terms in odd-numbered years; (b) four directors, equally divided between daily and weekly representatives, shall be elected every other year for two calendar-year terms in even-numbered years;
Consideration shall be given to geographic representation in the selection of the Board of Directors. Each director shall hold office until his/her successor shall have been elected and qualified. Each director, in order to qualify as a director, must be actively associated with a newspaper member or devote at least one-half his/her time to newspaper work or be a substantial owner of a member newspaper. No director shall serve more than four consecutive terms as a director unless he/she shall have been elected an officer of the Association.
Section Three. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without other notice than this bylaw, at the same place as the annual meeting of members. The Board of Directors may provide by resolution the time and place within the State of New Jersey for the holding of additional regular meetings of the board without notice than such resolution.
Section Four. Special Meetings. Special meetings of the Board of Directors may be called by the President upon the written petition of any four directors. The President or other person authorized to call special meetings of the board may fix any place within the State of New Jersey for holding of said special meeting of the board called by them.
Section Five. Notice. Notice of any special meetings of the Board of Directors shall be given at least seventy-two (72) hours previous thereto by written notice delivered personally or sent by mail or facsimile to each director at his/her address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by facsimile, such notice shall be deemed to be delivered upon receipt of the successful transmission report generated by the Corporation’s facsimile machine. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting shall be specified in the notice or waiver of notice for such meeting, unless otherwise waived by law or by these bylaws.
Section Six. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section Seven. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these laws.
Section Eight. Vacancies. Any vacancy occurring on the Board of Directors shall be filled by the affirmative vote of a majority of the remaining directors even though that majority be less than a quorum of the Board. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office. Any directorship to be filled by reason of any increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of members called for that purpose.
Section Nine. Compensation. Directors shall not receive any stated salaries for their services as such, but by resolution of the Board of Directors any director may be indemnified for expenses and costs incurred by him/her in connection with any claim asserted against him/her, in court or otherwise, by reason of his/her being or having been such director, except in relation to matters as to which he/she shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought.
Section Ten. Removal. Any director may be removed with cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Cause shall be deemed to exist when a director or officer shall fail to attend three regular meetings without reasonable excuse or when the director has engaged in any other conduct as shall be determined to be harmful to the Corporation. Such determination will take place at the regular or special meeting of the members upon proper notice as called for in the bylaws.
Section One. Officers. The officers of the Corporation shall be a Chairman of the Board, a President, a First Vice President, a Second Vice President, a Secretary, and a Treasurer. The Board of Directors shall elect annually a Secretary, who will serve with no vote. All persons holding the offices must be actively associated with a member newspaper or devote at least one-half his/her time to newspaper work or be a substantial owner of member paper.
Section Two. Election and Term of Office. The Chairman of the Board, the President, the First Vice President, the Second Vice President, and the Treasurer of the Corporation shall be elected annually by the membership at the regular annual meeting of the members and shall serve for the succeeding calendar year, taking office January 1 of that succeeding calendar year. If the election of the aforementioned officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each officer shall have been duly elected and shall have been qualified.
Section Three. Removal. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby.
Section Four. Vacancies. A vacancy in any office, because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section Five. Chairman of the Board. The Chairman shall preside at and be responsible for conducting all Board meetings and all meetings of the members in accordance with an agenda established by the President and the Secretary. In the absence of the Chairman, other officers, in order or rank, may preside.
Section Six. President. The President shall be the principal executive officer of the Corporation and shall, in general, supervise and control all of the business and affairs of the Corporation. He/she may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws or by law to some other officer or agent of the Corporation; and, in general, he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The office of President shall have the power to name such standing and special committees as are deemed necessary for the conduct of the business of the Association.
Section Seven. Vice Presidents. The Chairman of the Finance Committee shall be filled from the Office of Vice President and shall alternate year to year between Vice President-Dailies and Vice President-Weeklies. In the absence of the President, the Vice President who fills the position of Chairman of the Finance Committee will assume all the duties of the former, in addition to carrying out any other obligations assigned to his/her office. The Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or by the Board of Directors.
Section Eight. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He/she shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of directors; and, in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
Section Nine. Secretary. The Secretary, whose working title shall be Executive Director of the Association, or his/her designee, shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation, and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these bylaws; keep a register of the post office address of each member, which shall be furnished to the Secretary by each member; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.
The Executive Committee shall be composed of the Chairman of the Board, the President, the Vice Presidents, the Treasurer, and the Executive Director of the Association. Said committee shall be empowered to act during any period wherein the board is unable to act, and in emergent matters, and, in all cases, subject to confirmation or disapproval of the Board of Directors at its next meeting.
The Finance Committee shall be composed of the Vice Presidents, the Secretary, and the Treasurer. Said Committee shall be empowered to review and monitor the budget of the Corporation and to make such recommendations as it may deem advisable to the Board of Directors with respect to the budget and finances of the Corporation.
Section One. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section Two.
Checks, Drafts, or Orders for Payment.
All checks, drafts, or orders for the payment of money, notes, or other
evidences of indebtedness issued in the name of the Corporation shall be signed
by such officer or officers, agent or agents, of the Corporation and in such
manner as shall from time to time be determined by resolution of the Board of
Directors. In the absence of such
determination by the Board of Directors, such instruments shall be signed by
the Treasurer and countersigned by another officer of the Corporation.
Section Three. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, companies, or other depositories and upon such terms and conditions as the Board of Directors may from time to time select.
Section Four. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purposes of the Corporation. Gifts for special purposes may be accepted or rejected, depending upon their terms and conditions, as the Board of Directors may deem to be the best interests of the Corporation.
Section One. Annual Dues. Newspaper membership dues shall be set by the Board of Directors on the basis of each newspaper’s circulation as reported (i) in the case of publications audited by The Audit Bureau of Circulation (ABC) in the Annual White Report printed and released nearest December 1 preceding the year in which such dues shall be payable; (ii) in the case of all other publications as reported in a circulation audit, Post Office statement or sworn Publisher’s Statement issued nearest December 1 preceding the year in which such dues shall be payable.
Section Two. Payment of Dues. Dues shall be payable during January in each calendar year. Dues of a new member shall be prorated from the first day of the month in which such new member is elected to membership for the remainder of the fiscal year of the Corporation.
Section Three. Default and Termination of Membership. When any member of any class shall be in default in the payment of dues for a period of three (3) months from the beginning of each year or period in which such dues become payable, its membership may thereafter be terminated by the Board of Directors in the manner provided in Article II of these bylaws.
Section One. Books and Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and its Board of Directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time during regular business hours.
Section Two. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year.
Section Three. Corporate Seal. The Board of Directors shall adopt a corporate seal, which shall be in the form attached hereto.
Section Four. Waiver of Notice. Whenever any notice is required to be given under the provisions of the New Jersey Corporations and Associations Not for Profit Act or any amendments or revisions thereof or under the provisions of the Certificate of Incorporation or of these bylaws, a waiver thereof in writing signed by the person or persons entitle to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Section Five. Outside Audit. The Board of Directors shall appoint an outside certified public accounting firm to be approved by the members annually.
Section Six. Financial Reports. During the first quarter of the calendar year, the Chairman shall issue a report to the Executive Committee, the Board of Directors, and the membership as to the financial status of the Corporation on the last day of the previous fiscal year.
ARTICLE XI. AMENDMENTS
Section One. Power of Members to Amend Bylaws When Recommended by the Board of Directors. The bylaws of this Corporation may be amended, repealed, or added to, or new bylaws may be adopted by the vote of a majority vote of a quorum of the total votes available at a meeting duly called for that purpose at which a quorum is present, in person or by proxy, or both, in compliance with the Certificate of Incorporation or these bylaws. This section shall apply where such amendment, repeal, or addition has been recommended to the membership by the Board of Director.
Section Two. Power of Members to Amend Bylaws When Not Recommended by the Board of Directors. Where the Board of Directors has not recommended any amendment of these bylaws to the membership, the bylaws may nevertheless be amended, repealed, or added to, or new bylaws adopted, upon a petition duly presented to the Secretary of the board and signed by at least twenty (20) members, by a majority vote of the total votes available to vote of the whole membership entitled to vote, at a special meeting of the membership. Such meeting of the membership shall be called by the President especially for that purpose, and no other, and a quorum must be present in person, or by proxy, or both, for a valid vote to be cast.