BY-LAWS OF
LOUISIANA PRESS ASSOCIATION, INC.
(“Association”)
There shall be at least four classifications of membership in the Association:
A) Active,
B) Associate Active,
C) Associate, and
D) Member Emeritus.
Such other classifications may be created by the Board of Directors from time to time.
Active Membership shall consist of Louisiana newspapers, as defined in the Articles of Incorporation of the Association, owning stock in the Association.
Associate Active Membership shall consist of any publication published in an office physically located in the State of Louisiana not otherwise defined as a newspaper in the Articles of Incorporation of the Association, provided that publications shall have been in existence for at least two (2) years prior to the application.
Associate Membership shall consist of any person, organization or firm not eligible for active or associate active membership.
The Board of Directors, at its discretion, may confer “Member Emeritus” status to any person, organization or firm.
1) A Louisiana newspaper, as defined in the Articles of Incorporation of the Association, which possesses a periodical permit may apply for active membership by delivering an application to the Association on a form prescribed by the Board of Directors. The Board of Directors shall require an applicant to furnish a U.S. Postal Service Statement of Ownership, Management and Circulation to determine an applicant’s eligibility to become an active member.
2) Applications for active membership may be considered by the Board of Directors at any regular meeting of the Board of Directors. An affirmative vote of a majority of the Board of Directors present and voting is required to approve an application for active membership.
3) An active membership is effective upon approval of the application by the Board of Directors and the payment of applicable dues. Annual membership dues for active members shall be prorated.
4) If an application is rejected, the applicant newspaper may request a review of its application at the next regular meeting of the Board of Directors by serving notice of a request for review with the Association at least fifteen (15) days before the meeting.
1) Any publication published in an office physically located in the State of Louisiana not otherwise defined as a newspaper in the Articles of Incorporation of the Association may apply for associate active membership by delivering an application to the Association on a form prescribed by the Board of Directors. The Board of Directors may require an applicant to furnish information which may be required to determine an applicant’s eligibility to become an associate active member.
2) Applications for associate active membership may be considered by the Board of Directors at any regular meeting of the Board of Directors. An affirmative vote of a majority of the Board of Directors present and voting is required to approve an application for associate active membership.
3) An associate active membership is effective upon approval of the application by the Board of Directors and the payment of applicable dues. Membership dues for associate active members shall be prorated.
4) If an application is rejected, the applicant publication may request a review of its application at the next regular meeting of the Board of Directors by serving notice of a request for review with the Association at least fifteen (15) days before the meeting.
1) Any person, organization or firm not eligible for active or associate active membership may apply for associate membership by delivering an application to the Association on a form prescribed by the Board of Directors. The Board of Directors may require an applicant to furnish information which may be required to determine an applicant’s eligibility to become an associate member.
2) Applications for associate membership may be considered by the Board of Directors at any regular meeting of the Board of Directors. An affirmative vote of a majority of the Board of Directors present and voting is required to approve an application for associate membership.
3) An associate membership is effective upon approval of the application by the Board of Directors and the payment of applicable dues. Membership dues for associate members shall be prorated.
4) If an application is rejected, the applicant may request a review of its application at the next regular meeting of the Board of Directors by serving notice of a request for review with the Association at least fifteen (15) days before the meeting.
An Emeritus Membership status is effective upon approval by an affirmative vote of a majority of the Board of Directors conferring said status. A member emeritus shall not be required to pay dues.
The Board of Directors may prescribe the manner by which other classifications of membership, if any, may apply for membership and the manner by which the applications will be considered.
The Board of Directors shall, from time to time, fix the amount of the annual dues for each membership class, respectively, and shall determine the methods of collection thereof.
Members in any classification of membership delinquent in the payment of dues for four (4) months shall automatically be suspended from membership. The Board of Directors shall prescribe the manner by which suspended members may be reinstated to membership.
A. The rights of each classification of membership may be determined by the Board of Directors.
B. Active members, as shareholders, whose dues are not delinquent, have a right to vote their shares in accordance with the Articles of Incorporation and the By-Laws of the Association. No other membership classification whether now existing or hereinafter created may own stock or have voting rights in the Association.
A. The management and control of the affairs, business and property of the Association shall be vested in its Board of Directors. The number of Directors of the Association shall be fixed at thirteen (13) persons. The elected officers of the Association, the President, the Vice President, and the Secretary-Treasurer, shall serve on the Board ex-officio, with the President serving as Chairman of the Board. The immediate past President who has served a full year term as President shall serve a one year term on the Board ex officio for the year immediately following the year he or she served as President. The other nine Directors shall be elected by a majority vote of the active members, as shareholders, present and entitled to vote at the annual meeting of the shareholders (annual convention), with each such Director serving a term of three years, with the terms staggered so that three Directors will be elected each year.
B. Each Director must be actively engaged in an executive capacity, either as owner, publisher, general manager, or corporate officer, of an active member of the Association whose dues are not delinquent.
At each Board of Directors meeting, a majority of the Directors shall be present in order to constitute a quorum for the transaction of business. In the absence of a quorum, any one of the Directors present may adjourn the meeting, provided the date, time and place of the adjourned meeting is given prior to adjournment.
At any Board of Directors meeting at which a quorum is present, the affirmative vote of a majority of the members of the Board of Directors present shall be had on any matter coming before such meeting in order to constitute such action the valid act of the Board of Directors thereon unless concurrence of a greater proportion is required for such action by law. Every member of the Board of Directors shall be entitled to one (1) vote on any question before the Board of Directors. Written consent of a majority of Directors on any issue or question, duly recorded in the records of the Association, shall constitute valid action of the Board of Directors.
A Director may not vote or otherwise act by written or verbal proxy at any meeting of the Board of Directors.
The annual meeting of the Board of Directors shall be held in each year immediately prior to and at the same place as the annual meeting of shareholders. Notice of the annual meeting of the Board of Directors shall be given consistent with these By-Laws.
Regular Board of Directors meetings may be held at such places and at such times as the Board of Directors may from time to time determine by resolution. Notice of regular Board of Directors meetings shall be given consistent with these By-Laws.
Special meetings of the Board of Directors shall be held whenever called by the President or upon written request to the President by three or more Directors. Notice of each special Board of Directors meeting shall be given in writing to each Director at least two (2) days before the day on which the special meeting is being held. Every such notice shall state the time and place of the meeting and the purpose thereof. The business transacted at such special meetings shall be confined to the purposes stated in the notice unless a majority of the Directors consent in writing to discuss new business not contained in the notice of the meeting.
The Board of Directors may hold its meetings at the principal office of the Association. However, the Board of Directors may meet at any other place, either within or without the State of Louisiana, if consented to by a majority of the Directors.
Board of Directors meetings may be held by means of telephone or video conference calls or by similar communication methods, provided all persons participating in the meeting can hear and communicate with each other. Participation in a Board of Directors meeting by such means of communication, whether by one Director or all Directors, constitutes presence in person at the meeting, except as to a person who participates in the meeting for the express purpose of objecting to the transacting of any business on the ground that the meeting is not lawfully called or convened.
A. The shareholders, by the affirmative vote of shareholders possessing a majority of the issued and outstanding shares present and entitled to vote at a meeting in which a quorum is present, may remove one or more Directors, if notice has been given that a purpose of the shareholder’s meeting is such removal. The removal may be with or without cause.
B. The Board of Directors, by the affirmative vote of two-thirds (2/3) of the Directors present and entitled to vote at a meeting at which a quorum is present, may also remove one or more Directors, if notice has been given that a purpose of the Board of Director’s meeting is such removal. The removal may be with or without cause.
All vacancies in the Board of Directors, however caused, shall be filled by a majority vote of the remaining Directors.
A. Any Director may voluntarily resign at any time by giving written notice to the President, to the Secretary-Treasurer or to any other officer of the Association. The resignation of the resigning Director shall take effect at the time specified in the notice or resignation. The acceptance of such resignation shall not be necessary to make it effective.
B. Any Director who no longer qualifies to be a Director under Section 1 of this Article II for a period of thirty (30) days shall be deemed to have involuntarily resigned as a Director, whether or not written notice of the resignation is given to the Association. The resignation of any involuntary resigning Director under this Section shall take effect thirty (30) days after the date the Director fails to meet the qualifications set forth in Section 1 of this Article II, regardless of when or if notice of such qualification failure is received by the Association.
C. Any Director who is physically absent from three consecutive, regularly scheduled board meetings for any reason shall be deemed to have involuntarily resigned as a Director. Any Director who is physically absent from two consecutive, regularly scheduled board meetings shall be notified, by certified mail, by the Executive Director of his or her absences and this provision. The resignation of any involuntary resigning Director under this Section shall take effect immediately after the date the Director is physically absent from the third consecutive, regularly scheduled board meeting.
Directors, as such, shall receive no such payment for their services as Director, provided that nothing herein contained shall be construed to preclude any Director from serving the Association in any other capacity and receiving compensation therefore.
A. The officers of the Association shall be a President, a Vice President, and a Secretary-Treasurer. Two offices may be combined in one person.
B. Each officer must be actively engaged in an executive capacity, either as owner, publisher, general manager, or corporate officer, of an active member of the Association whose dues are not delinquent.
The President shall be the chief operations officer of the Association; he shall have general and active management of the business of the Association and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation.
The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. The Vice President shall perform such other duties assigned by the President having to do with the normal day-to-day operations of the Association.
The Secretary-Treasurer shall be responsible for giving notice of all meetings of the Shareholders and Board of Directors of the Association. He shall attend all meetings of the Board of Directors and all meetings of the shareholders, and shall be responsible for recording all votes and minutes of all proceedings in a book kept for that purpose. He shall also oversee all financial matters of the Association. He shall perform such other duties as may be prescribed by the President under whose supervision he shall carry out his duties.
The Board of Directors may employ an Executive Director and prescribe the duties and responsibilities therefore. The Executive Director shall oversee an office where there shall be a central bureau of general service in all matters carrying out the purpose of the Association. The Executive Director, who shall not be considered an officer of the Association, shall at all times be under the direct authority of the Board of Directors and be governed by it in the performance of all duties and responsibilities.
The compensation, if any, of all officers shall be fixed by the Board of Directors.
The Board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
The officers of the Association shall be elected annually by the active members, as shareholders, whose dues are not delinquent at the annual meeting of the shareholders. Officers shall hold office for one (1) year or until their successors are chosen and qualify in their stead.
Any officer elected by the active members may be removed at any time with or without cause by the affirmative vote or approval in writing of two-thirds (2/3) of the Board of Directors if notice has been given to all shareholders at least fourteen (14) days prior to.
If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the affirmative vote or approval in writing of a majority of the Board of Directors.
In the case of the absence of any officer of the Association other than the President, or for any other reason that the Board may deem sufficient as to any officer other than the President, the Board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer, or to any director, or to the Executive Director, provided a majority of the entire Board of Directors concurs therein.
A. Any officer may voluntarily resign at any time by giving written notice to the President, to the Secretary-Treasurer or to any other officer of the Association. The resignation of the resigning officer shall take effect at the time specified in the notice or resignation. The acceptance of such resignation shall not be necessary to make it effective.
B. Any officer who no longer qualifies to be an officer under Section 1 of this Article III for a period of thirty (30) days shall be deemed to have involuntarily resigned as an officer, whether or not written notice of the resignation is given to the Association. The resignation of any involuntary resigning officer under this Section shall take effect thirty (30) days after the date the officer fails to meet the qualifications set forth in Section 1 of this Article II, regardless of when or if notice of such qualification failure is received by the Association.
Each holder of a share of stock of the Association shall be entitled to a certificate, which shall be numbered, shall state the Association name, state of incorporation, name of the person or organization owning the newspaper and the name of the newspaper which meets the definition set forth in Article 4 of the Articles of Incorporation of the Association, as amended, the number and class of shares the certificate represents, and shall be entered on the books of the Association as it is issued. Every certificate of stock issued shall be signed by the President and the Secretary-Treasurer. The form of the certificate shall be prescribed by resolution of the Board of Directors.
The Board of Directors may direct that a new or replacement certificate be issued upon the making of an affidavit of that fact by the person or organization seeking the replacement certificate. When authorizing such issuance of a new or replacement certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance of the new or replacement certificates, require the owner of such lost or destroyed certificate, or the owner’s legal representative, to give the Association an indemnity bond against any claim that may be made against the Association with respect to the certificate alleged to have been lost or destroyed, or such other action as the Board of Directors may require.
The Association and its Directors, officers and agents may recognize and treat a person or organization registered on its records as the owner of a share of stock of the Association, as the owner in fact thereof for all purposes, and as the person or organization exclusively entitled to have and to exercise all rights and privileges incident to the ownership of such share and rights under this Section, and such rights shall not be affected by any actual or constructive notice which the Association, or any of its Directors, officers or agents, may have to the contrary.
Each certificate representing a share of the Association shall contain an endorsement indicating that the share of stock represented by the certificate is subject to certain transfer restrictions set forth in the Articles of Incorporation of the Association, as amended, that the shares were issued without registration under the Securities Act of 1933, and that no transfer of the share or any interest therein may be made except as provided in the Articles of Incorporation of the Association as amended.
All shareholder meetings shall be held at such place, either within or without the State of Louisiana, as determined by the Board of Directors and specified in the notice of such meeting.
The annual meeting of the shareholders shall be held at the time selected by the Board of Directors. At such meeting, the shareholders shall elect the Directors of the Association and shall transact such other business as may come before the meeting.
Special shareholder meetings may be called at any time by a majority of the Directors or by a vote of not less than thirty-five (35%) percent of the shareholders of the Association. It shall be the duty of the President to call such meetings whenever requested to do so in writing, which request shall state the objects of the proposed meeting. Business transacted at all special meetings shall be confined to the objects stated in the notice unless items of new business are consented to in writing by shareholders possessing a majority of shares present and entitled to vote.
Shareholders together possessing at least thirty (30%) percent of the outstanding shares entitled to vote thereat, represented by the holders in person, shall be required at all meetings to constitute a quorum for the transaction of any business, despite the subsequent withdrawal or refusal to vote by any shareholder.
At all shareholder meetings, a shareholder may vote in person, or vote by written proxy executed by a shareholder. The proxy shall be filed with and received by the Secretary-Treasurer of the Association or other person authorized to tabulate votes at least seven (7) days prior to the commencement of the meeting.
For the purpose of determining shareholders entitled to notice of a meeting, to vote at a meeting, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a record date for determination of shareholders for such purpose, such date to be not more than fifty (50) days and, if fixed for the purpose of determining shareholders entitled to notice of and to vote at a meeting, not less than ten (10) days prior to the date on which the action requiring the determination of shareholders is to be taken. In the absence of action by the Board of Directors to fix a record date, the record date shall be the fourteenth (14th) day prior to the date of the meeting of shareholders.
A complete list of the shareholders whose dues are not delinquent and are entitled to vote at the shareholders’ meeting, arranged in alphabetical order, with the address of each, and the number of voting shares held by each, shall be prepared by or at the direction of the Secretary-Treasurer and filed in the principal office of the Association at least five (5) days before the meeting. The list shall be subject to inspection by any shareholder at any time during normal business hours for a period of five (5) days prior to the meeting and during the whole time of the meeting.
Shareholders’ meetings, including the order of business, shall be conducted in accordance with Robert’s Rules of Order, Revised, except insofar as the Articles of Incorporation of the Association, these By-Laws, or any rule adopted by the Board of Directors or shareholders may otherwise provide. The shareholders may, by a two-thirds (2/3) vote, waive the requirements of this Section; but a waiver shall not preclude the shareholders from invoking the requirements of this Section at any subsequent meeting.
Notice required to be given to any shareholder shall be given at least fifteen (15) days prior to the date of the meeting by any one of the following methods: by facsimile transmission, electronic transmission, hand delivery, regular mail or delivery by an overnight courier service. The notice given shall state the place, day and hour of the meeting of shareholders and, in the case of special meetings or when otherwise required by law, the purpose for which the meeting is called.
Notice required to be given to any Director or officer shall be given at least seventy-two (72) hours prior to the time of the meeting by any one of the following methods: by facsimile transmission, electronic transmission, hand delivery, regular mail or delivery by an overnight courier service. The notice given shall state the place, day and hour of the meeting of Directors and officers, the agenda and, in the case of special meetings or when otherwise required by law, the purpose for which the meeting is called.
Notice required to be given to any shareholder, Director or officer shall be given at the address, facsimile number or electronic mail address maintained by the Secretary-Treasurer, or in the absence of such, then to the shareholder’s, Director’s or officer’s residence. Facsimile notice shall be considered sufficient if sent to the facsimile number of the shareholder’s, Director’s or officer’s regular place of business or the facsimile number at the shareholder’s, Director’s or officer’s residence, in the absence of a regular place of business.
Notice of any meeting may be waived in writing by any shareholder or Director if the waiver sets forth in reasonable detail the time and place of the meeting and the purposes of the meeting. Attendance at any meeting in person, or by proxy when the instrument of proxy sets forth in reasonable detail the purposes of the meeting, constitutes a waiver of notice of the meeting.
All checks or demands for money and notes of the Association shall be signed by such officer or officers or such other person or persons authorized by the By-Laws, or as the Board of Directors may from time to time designate.
The Board of Directors may adopt for and on behalf of the Association a fiscal year or a calendar year.
The Board of Directors may adopt a corporate seal, which seal shall have inscribed thereon the name of the Association. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Failure to affix the seal shall not, however, affect the validity of any instrument.
These By-Laws may be altered or amended or repealed by the affirmative vote or written consent of two-thirds (2/3) of the shareholders present and entitled to vote at any regular or special meeting of the shareholders called for that purpose and provided that such proposed amendments or revisions shall have been submitted in writing to the shareholders at least fifteen (15) days prior to the meeting.
These By-Laws were adopted at _____________________, Louisiana, on _______________________, 1999 by vote of ________________ shares voting for the amendment and _________________ shares voting against the amendment.