Kentucky Press Association/Kentucky Press
Service By-Laws
(As of January 24, 2003)
ARTICLE I
NAME OF CORPORATION
The name of the corporation is the Kentucky
Press Association, Inc.
ARTICLE II
PURPOSES
The purpose of this corporation is to promote the
interests of its members, the newspapers of Kentucky; to expand their field of
endeavor; to maintain a high code of ethics among all journalists; to enhance
the usefulness of the newspaper industry and to promote and maintain a spirit
of fraternal regard among its members; and to do any and all things necessary
to carry out the purposes of this corporation.
ARTICLE III
DURATION
The duration of this corporation shall be
perpetual.
ARTICLE IV
REGISTERED AGENT AND OFFICE
The address of its registered office in
Kentucky is 101 Consumer Lane, Frankfort, Kentucky, and the name of its
registered agent is David T. Thompson.
ARTICLE V
MEMBERSHIP
Section 1. Voting Membership in this
Association shall be accorded bona fide newspapers published within the state
of Kentucky and who have paid membership fees and dues as prescribed in the
By-Laws. Scientific, legal, medical,
educational, religious, trade, fraternal or other publications for a special
class are not eligible for voting membership in this Association.
Section 2. Associate membership and Associate
Member Newspapers shall be a class of membership. Eligibility and conditions of membership shall be prescribed in
the By-Laws.
Section 3. Life memberships may be voted by
the Association on conditions prescribed in the By-Laws.
Section 4. The Board of Directors shall
establish subject to approval by vote of the membership, such other membership
classes as it deems desirable. Only
Voting members and Life members shall have voting power in the Association.
ARTICLE VI
DISTRIBUTION OF PROPERTY
Section 1. This corporation is organized on a
non-stock, non-profit basis and all property of the corporation is irrevocably
dedicated to the corporate purposes; and in no event shall any of its money or assets
be distributed to or be subject to the benefits of any private individual or
member of this corporation.
Section 2. No organization shall be eligible
to receive distribution of any of the funds of this corporation unless it is a
domestic or foreign non-profit corporation, society or organization engaged in
activities substantially similar to those of this corporation.
Section 3. Upon liquidation or dissolution of
the corporation or abandonment of its property, the same shall be distributed
and disbursed to a successor corporation organized for similar purposes as this
corporation or to one or more domestic or foreign non-profit corporations,
societies or organizations engaged in activities substantially similar to those
of this corporation as the Board of Directors may determine, but in no event
shall it be subject to the benefit of any private person.
ARTICLE VII
BOARD OF DIRECTORS
The affairs of this Association shall be
directed by a Board of Directors consisting of not fewer than 20 nor more than
27 persons, the exact number within such limitations to be determined by the
By-Laws of the corporation. Fourteen of
the directors shall be elected by the members within each of the 14 districts
of the Kentucky Press Association. The
remaining Directors and the terms to be served by all of the Directors shall be
as provided in the By-Laws.
ARTICLE I
MEETINGS
Section 1. The annual meeting of the members
shall be held in the month of January each year at such place either in or outside
the Commonwealth of Kentucky as the Board of Directors may designate, the date,
place and hour to be designated by the Board of Directors, notice of which
shall be sent to all members as (hereinafter) provided.
Section 2. Special meetings may be called by
the President or by the Board of Directors.
Section 3. Any action by the majority of those
present at any regularly or specially-called meeting shall be the action of the
membership.
ARTICLE II
MEMBERSHIP
Section 1. Membership in the Association shall
be of three classes: Voting,
Associate/Associate Member Newspaper and Life.
Section 2. Voting Membership. Only bona fide newspapers, as defined in
Section 4 of this article, published in the Commonwealth of Kentucky, shall be eligible
to become Voting Members of this Association.
When more than one newspaper is published under the same ownership, each
newspaper shall be a separate member and membership dues shall be paid for each
newspaper.
Section 3. Associate Membership. Any individual, firm or corporation which is
engaged in the business of supplying goods or services for direct use in the
operation of the newspapers published by Voting members of this Association
(including but not limited to supply, equipment, newsprint firms, newspaper
representatives, news and feature syndicates and Sunday magazine publishers,
instructors of journalism, advertising representatives and consultants) shall
be eligible to become an Associate member.
Any
person who has previously belonged to this
Association but no longer represents a newspaper or other affiliated
organization or individuals who have been members but who are retired may apply
for membership as an Associate and pay dues as determined by the board. New publications aspiring to become bona
fide newspapers as defined in Section 4, and which intend to seek Voting
membership status in the Association, may qualify as an Associate Member for
one year, upon receipt of a letter by KPA stating the intent of the newspaper
to become a member and prepayment of dues as Associate member.
New publications seeking Voting membership
will be extended privileges of the Association, such as, but not limited to,
entering KPA newspaper contests, seminars and convention attendance and
advertising services. A determination
by the Membership Committee will be made on whether to recommend Voting
membership status. If all requirements
for Voting Membership are met as set forth in Section 4, the publication may
apply to the Board for Voting Membership.
There is also established the Associate Member
Newspaper membership within this division. Those newspapers meeting
requirements of full membership, including at least 25 percent news editorial
content and news of interest to the general public, but do not hold a second
class mailing permit as required by full membership, shall be eligible for the
rights and privileges of membership as Associate Member Newspaper and shall pay
dues according to the same dues structure required of Voting Members.
Section 4. Bona Fide Newspaper. A bona fide newspaper is one which is (1) published regularly, at least once a
week for at least 50 weeks during the calendar year, as prescribed by its
Periodicals/Second Class mailing permit; (2) has been so published for a
one-year period; (3) maintains a definite price not less than 50 percent of its
published price, and is paid for by not less than 75 percent of those to whom
distribution is made; (4) bears a title or name; (5) consists of not less than
four pages without a cover; (6) is a type to which the general public resorts
for local and regional news coverage of a political, religious, commercial, and
social nature and for current happenings, announcements, advertisements and
other public or legal notices, by paying a single copy or subscription price.
Section 5. Life Membership. Life Memberships may be voted by the
Association as a recognition of meritorious or extraordinary services in behalf
of the Association by an individual member thereof. Nominations must be made in writing and delivered to the
Executive Director. The Board of
Directors and the membership must vote approval of the nomination. Not more than one Life Membership shall be
elected in any one calendar year. Life
Membership is automatically bestowed on all past presidents of the
Association. Life Members have voting
privileges and retired Life Members are exempt from Association dues.
Section 6. Admission to Voting or Associate
Membership shall be by approval of two-thirds of the Board of Directors of this
Association, which may be obtained by mail.
Application for membership shall be made in writing, signed by an
authorized agent of the newspaper and filed with the Executive Director. Such application shall be reviewed by the
Executive Committee before submission to the Board.
Section 7. Associate Members shall be entitled
to such privileges as the Board of Directors shall prescribe. The chairman of the Associates shall be a
member of the Board of Directors and shall be extended voting privileges in
Board matters.
ARTICLE III
DUES
Section 1. The Board of Directors shall have
the power to set and establish the membership fees and the annual dues. The action of the Board of Directors in setting
such fees and dues shall be presented to the membership at any duly called
meeting and shall be concurred in by a vote of two-thirds (2/3) of the voting
members present. Until altered as
provided in the By-Laws, annual dues shall be the same dues in effect on the
date of the adoption of these By-Laws.
Section 2. Membership in the Association is
contingent upon payment of dues by April 1 of each year, and all membership
services for any category of membership that requires payment of dues shall be terminated
as of that date if dues have not been paid; membership services interrupted by
late payment of dues, if within the same annual period for dues payment, may be
reinstated immediately upon receipt of dues by the Association. On the majority vote of the Board of
Directors, ratified by vote of members in the same manner as is prescribed for
admission in the By-Laws, any newspaper may be readmitted to Voting membership
by payment of any dues owed the Association, together with a penalty of 10
percent of the current year's dues owed.
Forfeiture of membership, either for Voting or Associate Members, by
failure to pay dues by April 1 of each year, shall be automatic, and not
subject to the provisions of Article IV, Section 1 and 2.
ARTICLE IV
EXPULSION OF MEMBERS
Section 1. Right to Expel. The Board of Directors shall have the right
to expel a member at any regular meeting or at a special meeting called for the
purpose whenever such action is believed necessary to protect the welfare of
the Association and the interests of its members, but the board shall only
entertain a motion to expel upon a presentation in writing signed by five
members, and such presentation shall be filed with the secretary of the
Association at least two weeks prior to the meeting of the board, and the
secretary shall within 24 (twenty-four) hours send to such member a copy of
such presentation, together with a notice of the time and place of the meeting
of the board at which the same will be considered, at which meeting such member
shall be entitled to attend and be heard.
Section 2. Votes Necessary to Expel. Whenever a member is presented for expulsion
he may be expelled by affirmative vote of two-thirds (2/3) of all the votes of
the Board (entire board), whereupon his name shall be expunged from the rolls
of the association and he shall forfeit all rights and privileges.
Section 3. Readmission. A member who has been expelled shall be
eligible for readmission only upon the terms and conditions applicable to new
members.
ARTICLE V
DIRECTORS
Section 1.
(a) The direction of the Association shall be vested in a Board of
Directors not to exceed 27 directors.
(b) Elected Directors. One
director shall be elected from each of the 14 Kentucky Press Association
districts shown by the map attached to these By-Laws. Only those individuals who reside and work in a district may be
nominated to serve that district.
Nomination forms shall be sent to the members in each district by the
Executive Director and when nominations are received, a ballot will be sent to
each member. The Executive Director
will
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tabulate the ballots from each district. A majority of the newspaper members in each
district must vote or the election will be void. In such case, the
President will appoint a member from that
district. In case of a tie vote, the
election will be decided by lot.
Elected directors take office upon adjournment of the last general
session of the annual winter membership meeting and serve until their successors
are elected and qualified.
(c) Term of Office. The term of
an elected director is three years.
Terms shall be staggered so that approximately one-third of director
seats will come up for election each year.
In the event a vacancy occurs, before the normal expiration of the term
of the directorship, such vacancy shall be filled by majority vote of the
Executive Committee. The person so
appointed shall serve until the next annual election at which time a person
shall be elected to fill the remainder, if any, of the unexpired term.
(d) Appointed Directors. Except
under the circumstances as provided, the President shall appoint from the
State-at-large four directors. Such
directors shall serve a term of one-year commencing upon appointment and
continuing until the adjournment of the next general session of the annual
winter membership meeting. In the event
of a vacancy, the President shall appoint a person to serve the remainder of
the unexpired term. No at-large
director shall be appointed for more than three consecutive terms.
(e) Officer-Directors. The
immediate Past President, the President, President-Elect, Vice President and
Treasurer shall be members of the Board of Directors by virtue of their
respective offices. The term of their
respective directorship shall be one year.
Section 2. A quorum of any meeting of the
Board of Directors shall consist of a majority of the members of the Board and
any action by a majority of those present shall be the action of the Board.
Section 3. The duties of the Board shall
include (a) to manage the affairs of the corporation, (b) to adopt such
policies and procedures as may be consistent with the Article of Incorporation
and By-Laws, (c) to examine and report upon all applications for membership and
all credentials, (d) to appoint such committees as it may deem expedient for
carrying out the objects of this corporation, (e) to employ the Executive
Director and such other persons as it may deem necessary and (f) to give at
least once a year, full and complete report to the membership of its
activities.
Section 4. The Board shall have power to
delegate any of its powers to any committee, each of which shall be chaired by
a board member and consist of two or more directors, to act for and in place of
the Board, when not in session or for special purposes, designating their
duties and powers in the resolution of appointment, and shall have power to
appoint any officer, agent or incorporated company, person or persons to be the
agent or agents of the Association to perform such duties as may be delegated
whenever deemed to be necessary in the conduct of the business of the
Association.
ARTICLE VI
OFFICERS
Section 1. The officers of the Association
shall be a President, President-Elect, Vice President, immediate Past President
and Treasurer. No person shall hold
office who is not a duly qualified Voting member in this Association, except
for the office of Secretary, which office shall be held by the Executive
Director.
Section 2. Officers shall hold office for one year and until their successors are elected and qualified. At the annual meeting of the membership, the President-Elect shall succeed to the office of the President. In the case of vacancies, the vacant offices shall be filled by
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automatic advancements, except to the office
of Vice President, and it shall be filled by Board election. Where a person has been elected by the Board
to fill a vacancy in any office, such person shall not automatically advance at
the next annual membership meeting. The
only persons eligible for election to the office of Vice President are those
who are currently serving as elected directors and those persons who have been
elected directors and those persons who have been elected to serve on the new
Board, provided they have previously served as either an elected or appointed
director, or those persons who have served three consecutive years as an
appointed director. The Treasurer of
the corporation shall serve a one-year term and shall be elected by the Board
from among the Board members.
Section 3. Nominating Committee. The President shall appoint a Nominating
Committee to screen candidates for the office of Vice President and the person
thus selected shall be nominated. Other
nominations to this office may be made from the membership at the time of such
election to be held at the annual membership meeting.
Section 4. Any officer or director may be
removed or suspended for cause at any time by two-thirds (2/3) vote of the Board.
Section 5. The President shall preside over
all meetings of the Association and the Board of Directors and shall exercise
general supervision and control over the business of the Association, subject
to the direction of the Board. The
President shall appoint committees.
Section 6. It shall be the duty of the
President-Elect, in the absence or inability of the President, to act, to
exercise all the powers and discharge all the duties of the President, but in
the case of the absence or disability of both the President and the
President-Elect, the Vice President shall perform such duties.
Section 7. Such other officers, agents or
factors as may be necessary in the conduct of the Association may be appointed
by the President with the approval of the Board.
Section 8. The Secretary shall receive all
monies of the Association; safely keep the same and pay out such sums as
authorized by the Board in the manner and under such conditions as they may
prescribe; keep an account of all transactions of his office and make an annual
report of the same to the Directors and membership; attend all meetings of the
Directors and keep a true record of the proceedings; keep in his office all
letters, contracts and other instruments in writing and documents; and the
corporate seal; and such other duties as may pertain to his office or which may
be assigned to him by the Board.
Section 9. There shall be an Executive
Committee composed of the President, President-Elect, Vice President, immediate
Past President and Treasurer. The
purpose of this committee shall be to perform such functions of the Board as
the Board shall prescribe by resolution.
ARTICLE VII
DIVISIONS
Section 1. The Association's Board of
Directors recognizes the need for specialized Divisions within the Association,
such as the Advertising Division, Circulation Division, News-Editorial Division
and Associates Division. The Board of
Directors is authorized to approve additional Divisions when it would be
beneficial to the growth and welfare of the Association. Divisions are governed by the By-Laws of the
Association and members of Divisions must be members of the Association. Each
division shall elect a chairperson to serve a two-year term. The
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chairpersons of the News Editorial, Advertising,
Circulation, Associates and New Media divisions shall be extended voting
privileges in Board matters.
Section 2. Meetings, Organization,
Officers. The Association encourages
the Divisions to hold meetings for the exchange of ideas and information. Divisions may elect a chairperson and other
officers and appoint committees at the annual membership meeting, as necessary
to carry out their objectives.
Divisions shall not have separate By-Laws from the Association.
Section 3. Dues and Fees. Charging membership dues to belong to a
Division is prohibited. Membership in
the Association automatically permits attendance at Division meetings. However, Divisions may establish
registration fees to cover expenses of meetings. Any profits become the property of the Association. The hiring of an employee by a Division is
prohibited.
Section 4. Activities. All activities of a Division must be
approved by the Association's Board of Directors.
ARTICLE VIII
MISCELLANEOUS
All checks, drafts, or other orders for
payment of money, notes or other evidence of indebtedness, issued in the name
of or payable to the corporation, shall be signed and endorsed by such persons
and in such manner as shall be determined by resolutions of the Board.
ARTICLE IX
AMENDMENTS TO BY-LAWS
These By-Laws may be amended by the Board at any regular meeting of the Board by an affirmative vote of two-thirds (2/3) of all the directors of the Association, but no amendment shall become operative or take effect until the same shall have been ratified by a majority of the members by consent in writing filed with the secretary of the Association or by affirmative vote cast at any meeting of the members regularly convened; provided that any such amendment shall first have been published on page 1 of the regular publication of the Association, together with a notice of the meeting at which the same will be acted upon or with a request for a consent thereto or ratification thereof, and a copy of such publication mailed to each member; and in the event that the amendment shall be consented to in writing by a majority of the members, then upon the filing with the secretary shall publish in the Association's publication a notice of the adoption of such amendment and shall cause a copy of such publication to be mailed to each member.