BYLAWS OF THE

OREGON NEWSPAPER PUBLISHERS ASSOCIATION, INC.

(Adopted January 21, 1977; Amended January 19, 1979, June 29, 1979, January 18, 1985, July 25, 1992, July 17, 1999, and July 20, 2001).

Article I- Names

SECTION 1. The name of this association shall be the Oregon Newspaper Publishers Association. Inc. The association shall be dedicated to the protection and enhancement of the public's right to know through a free and independent press, as provided in the First Amendment of the Constitution of the United States.

SECTION 2. The principal office of the association shall be in Portland, Oregon. The association may have such other offices as may, from to time, be designated by the Board of Directors.

Article II - Definition

SECTION 1. The purposes of the association shall be:

A. To consider and deal by all lawful means with common problems of newspaper management.

B. To speak for newspapers on matters of common concern.

This association shall not, at any meeting, entertain any motion. or by any action become directly involved in any matter which purports to be declaratory of the opinions of the membership on matters of general public policy, politics or religion. Provided, however, that the prohibition shall not apply to matters in which the press has a special and particular interest; such determination being resolved by a majority vote of the board of directors and/or a majority vote of the membership when in doubt.

C. To conduct or engage in all lawful activities in furtherance of the foregoing purpose, or incidental thereto.

SECTION 2. In furtherance of these purposes, but not in limitation thereof, the association shall have power:

A. To analyze, compile and disseminate information on laws and regulations of interest to the members, and to determine and make known to government the views of the industry relative to any such matters.

B. To collect and disseminate statistics and other information.

C. To conduct trade promotion activities including advertising and publicity.

D. To further training and education of those connected with or desirous of becoming affiliated with newspapers.

E. To engage in any activities which will enhance the efficient and economic progress of Oregon newspapers and inform the public of its scope and character.

ARTICLE III - Membership

SECTION 1. Membership of this association shall consist of four classifications: General Press, Associate, Student Press, and Honorary.

SECTION 2. General Press Membership shall be confined to paid circulation general interest newspapers, as defined by the statutes of the State of Oregon, holding Periodicals mailing privileges, published with at least weekly frequency, and operated according to the ethical and business standards determined by the Oregon Newspaper Publishers Association, Inc.

SECTION 3. Associate Membership may be extended to (1) any person, corporation, or organization primarily engaged in furnishing machinery, equipment, supplies, or services to Oregon newspapers; or (2) to advertisers, recognized advertising agencies and public relations representatives, interested in the promotion and well being of the Oregon newspaper business; or (3) newspapers that appeal to a specialized audience, are issued less than weekly, or that are circulated without cost to readers; and (4) any other person, firm or corporation having a professional involvement with newspapers or otherwise demonstrating a sincere professional interest in the newspaper industry or journalism profession. Provided, however, that at no time shall the number of associate members be greater than the number of general press members as described in Article 111. Section 2 of these bylaws, and those associate members in good standing at the time this Section is adopted, shall retain such membership under this "grandfather clause."

SECTION 4. Student Press Membership may be extended to high school, community college, college and university newspapers which conform to the ethical and business standards required for General Press Membership.

SECTION 5. Honorary Membership will be awarded to any person distinguished in Oregon newspapering or who has rendered conspicuous service to the association, upon nomination by the Board of Directors and a unanimous vote of the members at a regular meeting. Honorary membership shall carry an exclusion from all dues payments.

SECTION 6. Voting. A General Press membership shall be vested in the newspaper; each member newspaper shall be entitled to one vote, cast by its duly appointed representatives. Only members of the general press classification may hold office in the association. (See VOTING PROCEDURES)

SECTION 7. Election to Membership. Applications for all memberships except Honorary shall be by initial letter addressed to the executive director in care of the association's principal offices. General Press membership applications shall thereupon be investigated by a committee appointed by the President. Upon recommendation by the committee for membership, the application must be approved by a two-thirds majority of the entire Board of Directors. Associate and Student Press membership applications must be approved by a majority of the Board of Directors.

SECTION 8. Duration of Membership and Resignation. Membership in this association may terminated by voluntary withdrawal as herein provided, or otherwise in pursuance of these bylaws. All rights, privileges, and interest of a member in or to the association shall cease on the termination of membership. Any member may by giving written notice of such intention, withdraw from membership. Such notice shall be presented to the Board of directors at the next succeeding meeting of the board. Withdrawals shall be effective upon fulfillment of all obligations to the date of withdrawal.

SECTION 9. Suspension and Expulsion. Any membership may be suspended or terminated for cause. Sufficient cause for such suspension or termination of membership shall be violations of the bylaws or any lawful rule or practice duly adopted by the association, or any other conduct prejudicial to the interests of the association. Suspension or expulsion shall be a two-thirds vote of the entire Board of Directors: provided that a statement of the charges shall have been mailed by certified or registered post to the last recorded address of the member at least 15 days before final action is taken thereon. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered and the member shall have the opportunity to appear in person and/or to be represented by counsel to present any defense to such charges before action is taken thereon.

SECTION 10. Division of Members. The State of Oregon shall be divided into four districts and each such district shall be represented by at least one officer or director from a weekly member. The districts above referred to shall be as follows and shall include the following counties:

1. Benton, Clatsop, Marion, Lane, Lincoln, Linn, Polk, and Tillamook.

2. Clackamas, Columbia, Hood River, Multnomah, Wasco, Washington, and Yamhill.

3. Coos, Curry, Douglas, Jackson, Josephine, Klamath, and Lake.

4. Baker, Crook, Deschutes, Gilliam, Grant, Harney, Jefferson, Malheur, Morrow, Sherman, Umatilla, Union, Wallowa, and Wheeler.

Each district may form such auxiliary organizations for the purpose of coordinating and aiding in the general purposes of the association as may not be inconsistent with the bylaws or interfere in any way with the activities or affairs of the association.

Article IV Dues

SECTION 1. The annual dues for each Associate and Student Press membership shall be determined by the Board of Directors.

SECTION 2. Dues for General Press membership shall be determined by the Board of Directors and approved by a majority of the membership at the annual Summer Meeting.

SECTION 3. Dues shall be paid at least quarterly in advance, unless other provision has been approved by the Board of Directors. Application for membership shall be accompanied by at least quarterly payment of dues.

SECTION 4. Members who fail to pay their dues within 90 days from the time the same become due shall be notified by the Executive Director and, if payment is not made within the next succeeding 30 days, shall without further notice and without hearing, be dropped from the rolls and thereupon forfeit all rights and privileges of membership; provided that the Board of Directors may by rule prescribe procedures extending the time and/or altering the payment method for payment of dues, and the continuation of membership privileges upon request of a member and for good cause shown.

SECTION 5. Special assessments may be authorized by a two-thirds vote of all members present at a regular meeting of the association. Special assessments may also be authorized by a two-thirds vote of all members present at any special meeting provided written notice of the intention to authorize such assessment is contained in the call for such meeting.

Article V - Meetings

SECTION 1. The association shall meet at least annually to conduct association business. The time and place of the summer meeting shall be determined by a majority vote of the Board of Directors.

SECTION 2. Special meetings of the association may be called by the President or by the Board of Directors. The purposes, time and place of meeting to be stated in the notice to members.

SECTION 3. Notice and Quorum. Notice of the annual meeting shall be given to each member of the association via U.S. Mail at least 30 days prior to the meeting date. Notice for a special meeting must be made at least 10 days prior to the meeting date. Those members attending in answer to any call for a regular or special meeting of which due notice was rendered shall constitute a quorum for the transaction of business.

SECTION 4. The order of business shall follow the usual parliamentary rules as laid down in "Robert's Rules of Order"; provided that the order of business may be altered or suspended at any meeting by a majority vote of members present.

Article VI - Annual Elections and Nominations

SECTION 1. Directors of the association shall be elected by secret mailed ballot, a majority of all votes cast being necessary to an election to office. Such election shall be held annually, according to Article VII, Section 4-5 of these bylaws. President, president elect, and treasurer of the association shall be elected to their respective offices annually by secret ballot from among board members, by a majority vote cast by those members of the Board of Directors present at the regular board meeting, held prior to the May election of new directors.

SECTION 2. Directors elected to their positions shall take office and be afforded a vote at the Board of Directors meeting following the annual election in May.

SECTION 3. A nomination committee of five members, of whom not more than three shall be past presidents, shall be appointed by the president. The nominating committee shall submit to the executive director, by March 31, its nominations for the following year's election of the  Board of Directors. Each nominee will have provided the nominating committee with written consent for the nomination. The names of those nominated will be circulated to all dues-paid members prior to April 15, and additional nominations may be made by the membership-at-large prior to May 1. No person may be nominated or may serve as an elected Director of the association, unless such person, at the time of both nomination and election, is a resident in the district from which the person is nominated, and throughout his or her term is an employee, officer, shareholder, owner, or holder of a financial interest, in a newspaper holding General Press membership in the association and which is published within the geographical district such person would represent as a Director.

Such nominations from the membership must be in written form, accompanied by a statement of the consent from the nominee. The executive director, under supervision of the nominating committee, shall prepare, prior to May 15, secret ballots which will clearly indicate all nominations to office including provisions for "write-in" candidates. The Executive Director shall send one ballot to each dues-paid member newspaper. Instructions accompanying the ballot will clearly state that the ballot must be returned to the association principal offices on or before June 1 to be valid and cast in the election. The ballots shall he opened and counted forthwith by the officers of the association and the results of the election announced immediately to the membership. Ballots shall be kept by the executive director at the association offices for 10 days following the annual meeting, and are open to inspection to any association member.

Article VII - Board of Directors

SECTION 1. The Board of Directors shall have supervision, control and direction of the affairs of the association shall determine its policies or changes within the limits of the bylaws, shall actively prosecute its purposes and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

SECTION 2. The Board of Directors shall consist of nine elected directors, the immediate past-president, the executive director, and one person representing Oregon journalism education, appointed each year at the annual meeting by the incoming president, with the approval of the Board of Directors.

SECTION 3. The president, president-elect, and treasurer shall be elected by the Board of Directors from the nine elected directors. The president, president-elect and treasurer shall have the right to vote, along with the other six directors and past president. The executive director and Oregon journalism representative shall be member ex officio without right to vote.

SECTION 4. Each director shall serve a two-year term of office, and no director may be elected to more than three consecutive terms. By the end of the third term, any board member who is not an officer shall not be eligible for re-election to office of director. President, president-elect, and treasurer, once elected to their respective offices, in the manner prescribed in Article VI, Section 1, will not be required to be elected again by the membership. The immediate past president shall automatically serve one year as a member of the board. Directors shall be representative of the geographical districts as defined in Article III, Section 10, with each district represented by at least one officer or director.

SECTION 5. Three Board members shall be elected each year to fill expiring terms. Board members representing weekly newspapers in even-numbered districts (2 and 4) shall be elected on even-numbered years and Board members representing weekly newspapers in odd-numbered districts (1 and 3) shall be elected on odd-numbered year. Members representing daily members shall be elected at large as terms expire. All members of the Board of Directors at the time these bylaws are adopted shall be considered duly elected and representative of the will of the membership of the Oregon Newspaper Publishers Association until the end of their elected terms.

SECTION 6. Meeting. Except that the board shall have a regular meeting in conjunction with the annual meeting, the board shall meet upon call of the president at such times and places as the president may designate, and shall be called to meet upon demand of a majority of its members. Notice of all meetings of the Board of Directors shall be sent by mail to each member of the board at the last recorded address at least 10 days prior to such meetings.

SECTION 7. Quorum. Five voting members of the Board of Directors shall constitute a quorum to transact business of the association.

SECTION 8. Absence. Any member of the Board of Directors unable to attend a meeting shall notify the president or executive director of the absence. If a director is absent from three (3) consecutive meetings for reasons which the board has failed to declare to be sufficient, the director's resignation shall be deemed to have been tendered and accepted.

SECTION 9. Compensation. Directors, as such, shall not receive any stated compensation for their services as directors, but the board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe procedure for approval and payment of such expenses by designated officers of the association. Nothing herein shall preclude a director from serving the association in any other capacity and receiving compensation for any such services.

SECTION 10. Resignation or Removal. Any director may resign at any time by giving written notice to the president, executive director or to the Board of Directors. Such resignation shall take effect at the time specified therein, or, if no time is specified. at the time of acceptance thereof as determined by the president of the board. Any director may be removed by a two-thirds vote of the total Board of Director at any regular meeting, provided the director has been given 30 days notice, in writing of the reasons for such intended removal.

SECTION 11. Vacancies. Any vacancy that may occur on the board by reason of death, resignation or otherwise may be filled by a majority vote of the Board of Directors from among the members of the association in the district represented  by the vacating director.

SECTION 12. Voting. Directors may not vote by proxy; however, nothing shall prohibit directors from voting by mail ballot or by telephone if the condition which creates such voting dictates.

Article VIII - Officers

SECTION 1. The officers of this association shall be a president, a president-elect, a treasurer, and an executive director, each of whom, except the executive director, shall be elected in the manner described in Article VII, Section 3, and who shall serve until a successor is elected. Each officer, except the executive director, shall take office at the close of the annual meeting, and none, except the executive director may serve for more than one year in office.

SECTION 2. Vacancies. Any vacancies in any office may be filled for the balance of the term thereof by the directors at any regular or special meeting.

SECTION 3. President. The president shall be the principal elective officer of the organization, shall preside at meetings of the association and of the Board of Directors, and of the executive committee and shall be a member ex officio, without right to vote, of all committees except the executive committee.

The president shall also, at the annual meeting of the association and at such other times as shall be deemed proper, communicate to the association or to the Board of Directors such matters or make such suggestions to promote the welfare and increase the usefulness of the association and shall perform such other duties as are necessarily incident to the office of president or as may be prescribed by the Board of Directors, provided, however, president is not charged with executive administrative responsibilities in the management and continuing conduct of the association's affairs.

SECTION 4. President-elect. The president-elect may, in the order of delegation by the president, perform those duties in the event of the president's temporary disability or absence from meetings, and shall have such other duties as the president or the board may assign. The president-elect may begin preparation for his or her term whenever the president-elect deems it appropriate.

SECTION 5. Treasurer. The treasurer shall be kept apprised of all monies received and expended for the use of the association. The funds, books, and vouchers, with the exception of confidential reports submitted by members, at all times are subject to verification and inspection by the treasurer and the Board of Directors. The treasurer, being custodian of the funds, may, with the approval of the Board of Directors, appoint and authorize the Executive Director to issue and sign checks. The treasurer shall present at each annual meeting a financial report, showing all monies received and paid out, and the balances of funds as of the current date. When in the opinion of the treasurer it shall be necessary and proper, the treasurer may petition the Board of Directors for authority to request a full audit of association funds by a certified public accountant.

SECTION 6. The administration and management of the association shall be in a salaried staff head, employed or appointed by, and directly responsible to the Board of Directors, with the title of Executive Director or such other title as the Board shall designate, and may act as secretary of the association. The executive director shall be the chief executive and operating officer of the association, with responsibility for the management and direction of all operations, programs, activities, and affairs of the association, including employment, and termination of employment, and the determination of compensation of members of the staff and supporting personnel, functioning within the framework of policy aims and programs as generally determined by the Board of Directors. The executive director shall have such other duties as may be prescribed by the Board.

SECTION 7. Secretary. The secretary shall be appointed by the board of directors. It shall be the secretary's duty to give notice of and attend all meetings of the association, to keep a record of all proceedings, and to attest to documents, and perform such other duties as are usual for such official or as may be duly assigned. Until action is taken to the contrary by the Board of Directors, the secretary of the association shall be the Executive described in Section 6 of this article.

SECTION 8. Bonding. The Executive Director or any other person entrusted with the handling of funds or property of the association, shall at the discretion of the Board of Directors, furnish, at the expense of the association, a fidelity bond approved by the board, in such sum as the board shall prescribe.

Article IX - Committees

SECTION 1. The president, subject to the approval of the Board of Directors, shall annually appoint such standing, special, or subcommittees as may be required by the bylaws or as be necessary.

SECTION 2. Executive Committee. There shall be appointed annually by the president, with approval of the Board of Directors, an executive committee consisting of not less than four, nor more than five members, all of whom shall be members of the Board of Directors, and providing that the president and president-elect shall be members of said committee. At least two members shall be representative of weekly papers. To the executive committee shall be delegated all the powers and duties of the Board of Directors when such board is not in session, except such powers and duties as are otherwise delegated by these bylaws. All actions of the executive committee are subject to review by the Board of Directors.

Article X - Fiscal Years

SECTION 1. The fiscal year shall commence on the first day of October and end on the last day in September each year.

Article XI - Limitations on Liabilities

SECTION 1. Nothing herein shall constitute members of the association as partners for any purpose. No member, officer, agent or employee of this association shall be liable for the acts or failure to act on the part of any other member, officer, agent or employee of the association. Nor shall any member, officer, agent or employee be liable for the acts or failure to act under these bylaws, excepting only acts or omissions to act arising out of willful misfeasance.

Article XII - Seal

SECTION 1. The association shall have a seal of such design as the Board of Directors may adopt.

Article XIII - Amendments

SECTION 1. These bylaws may be amended at any regular or special meeting of the association by a two-thirds vote of the members present and voting at such meeting, provided, however, that notice of such proposed change shall be made in writing to the membership at least 10 days prior to such special meeting.

VOTING PROCEDURE

Established by the ONPA Board of Directors, February 10, 1979, as charged by the membership.

"General Press Membership" shall be vested in each newspaper and each newspaper holding such membership shall be entitled to one vote in the affairs of the association. Ballots may be cast either by voice vote, or by a show of hands, or, when approved by a majority of voting members present, a roll call or written ballot.

The chief executive officer of each newspaper or an appointed designee employed by that newspaper shall have right to ballot. The representative from each newspaper registered and present for the meeting shall be assumed to be the appointed designee. If more than one representative is registered from the same newspaper, the newspaper shall determine who among them shall cast a ballot. In no case shall the same person represent more than one newspaper for purposes of voting.