Virginia Professional Communicators Inc. Bylaws

 

Article I. Name

The name of this organization shall be Virginia Professional Communicators (VPC). The name will be legally and historically interchangeable with (doing business as) Virginia Press Women, Incorporated. It is an affiliate of the National Federation of Press Women, Incorporated (NFPW).

  

Article II. Purpose

 

The purpose of this organization shall be to promote the highest ideals of professional communications and journalism, to provide exchange of professional communications and journalistic ideas and experiences, to offer continuing educational opportunities to members, and to serve the public’s right to know.

  

Article III. Membership

 

Section 1. Eligibility
Any person who qualifies as a professional communicator or journalist, or communications or journalism educator, actively participating in communications or journalistic service for remuneration, shall be eligible for membership.

 

Section 2. Classes

 

1. Professional

1) Active. Persons employed in the field of communications or journalism on a full-time or part-time basis or freelance for remuneration of at least $1,000 per annum. They shall enjoy all rights and privileges of membership.
2) Journalism or communications educator. Any person who is actively participating in journalistic or communications service as a teacher or faculty member at a high school, college, or university, for remuneration of at least $1,000 per annum, may be eligible for membership. Communications and journalism educators shall have full voting privileges.
3) Retired. Persons who have enjoyed active membership in VPC at any time may make a written request for retired status when they have officially retired from full-time or part-time employment. Members who choose to actively engage in communications work after official retirement are expected to reinstate as active members.

 

1. Honorary
   The honorary membership is bestowed periodically on a person who has contributed to any great humanitarian cause or has contributed greatly to the field of communications and who is selected for the honor by the VPC awards committee under guidelines adopted by the board of directors. The honorary member is invited to all VPC meetings but has no voting or other membership privileges.
2. Student
   Any student enrolled in a college or university, any recent graduate who is actively seeking employment in the communications field, or any VPC active member who returns to school full time may be eligible for student membership.

Student members, who would also be NFPW student members, may attend meetings and speak to motions, but may not propose, second, or vote on motions, or be counted for quorums or in membership totals for delegate allocation, or hold office.
They shall be eligible for the VPC active-member communications contest. They shall be listed in the VPC and NFPW directories and shall receive the VPC newsletter and NFPW publications.

 

Section 3. Admission to membership

1. Applications for membership shall be submitted. Two samples of the applicant’s professional communications work within the year prior to application (one book published within three years for book authors) shall be submitted with the application. These shall carry an administrative signature verifying the originality of the applicant’s work, unless bylined.

In lieu of providing samples of their work, an applicant may choose to submit a letter from someone familiar with the applicant’s professional communications qualifications or to be sponsored on their application form by a VPC member in good standing.

 

1. Approval and process. An application fee and dues shall be submitted to the first vice president at any time. Any application fee and dues will be returned within four weeks if the application is not accepted.
2. Student members may change to active member status when they become eligible.

 

Section 4. Dues

1. Annual dues for active professional members shall be assessed, which shall cover NFPW membership and VPC membership. The latter shall include an amount determined by the membership to cover expenses of speakers. Dues increases must be approved by the membership at a business meeting. By majority vote, the board of directors may adapt VPC dues to take advantage of NFPW membership incentives.
2. Reduced annual dues for members granted retired status shall be assessed to cover NFPW membership and VPC membership. Retired members who do not wish to continue membership in NFPW may pay only VPC dues.
3. Reduced annual dues for student members shall be assessed to cover NFPW membership and VPC membership.
4. Dues shall be payable beginning October 1 and shall be considered delinquent after December 1.
5. The treasurer shall send out late notices in March, informing delinquent members that a late fee has been added to their bills and warning them that they will be dropped from the rolls on March 30.
6. Individuals who wish to reinstate as members must submit a letter to the first vice president stating that they meet qualifications for active membership. Upon acceptance, they will pay current VPC dues and NFPW dues.
7. A VPC member who returns to school full time may revert to student status.
8. New members joining VPC during the first six months of any calendar year shall pay full dues. Half of VPC dues shall be excused for new members joining between July 1 and September 30 of any year. New members joining between October 1 and December 31 of any calendar year shall pay full dues, which shall also cover the following year.

  

Article IV. Officers

 

Section I. Names
The officers shall be president, first vice president, second vice president, secretary, and treasurer.

 

Section II. Eligibility for office
Any professional or charter member in good standing is eligible for an office, except that no officer having served a full term shall be eligible to serve a second consecutive term in the same office.

 

Section 3. Term or office
The term of office shall be two years and shall begin upon the adjournment of the meeting at which officers are elected.

 

Section 4. Nomination and election

1. Nomination. The nominating committee shall present one candidate for each office. Other nominations may be made from the floor.
2. Election. If there is more than one nominee for an office, the election shall be by secret ballot. There must be a plurality vote if there are two or more nominees.

 

Section 5. Vacancy
Should a vacancy occur among the elected officers, it shall be filled by a majority vote of the board of directors for the period of the unexpired term.

 

Section 6. Duties

1. The president shall preside at all meetings and shall issue all calls for such meetings; shall appoint the parliamentarian/historian, and all chairs of standing and special committees except the membership and publicity chair; shall sign all contracts in the name of the organization; shall be a member ex officio without the right to vote of all committees except the nominating committee; and shall perform all such other duties as usually devolve upon the president of a corporation, unless specifically provided for herein. The president shall be empowered to fill all vacancies on committees.
2. The first vice president oversees recruitment, the website directory, and local chapters, and serves as the college liaison.

 

1. The second vice president oversees “Galley Pruf” newsletter, public relations and marketing, and FOIA, and serves as the VPC webmaster.
2. The secretary shall record minutes of all meetings of the organization and of its board of directors and executive committee and shall be custodian of such records.
3. The treasurer shall receive the account for all monies belonging to the organization. Deposits shall be in the name of Virginia Professional Communicators, Incorporated. The treasurer shall be bonded in an amount equal to all the assets of VPC; shall present written reports at all annual meetings and meetings of the board of directors; and shall certify eligibility of members to hold office and to participate in state and/or national contests.
4. Each officer shall be assigned as liaison for appropriate standing committees, which will be detailed in an organizational chart.
5. All officers shall deliver to their successors all records, accounts, papers, and other property belonging to the organization immediately following the election of new officers. They shall perform any additional duties outlined in the procedures manual as adopted or revised by the board of directors.

 

Section 7. Removal
If an officer fails to carry out the duties listed in Section 6, that officer may be removed by a two-thirds vote of the board of directors. The board members not present may be polled by telephone.

 

Section 8. Registered agent
VPC is incorporated through the Virginia State Corporation Commission. VPC’s registered agent is the organization’s treasurer, and that person’s business office is the same as VPC’s registered office.

  

Article V. Meetings and Quorums

 

Section 1. Annual business meeting
The organization shall hold an annual business meeting at the time and place of the annual convention. The call to the annual convention shall be issued in writing in the official publication of the organization and/or in a letter to each member at least thirty (30) days prior to the convention. This convention will include the awards presentation, the Newsmaker of the Year presentation, the Agnes Cooke Scholarship Award presentation, and the Communicator of Achievement presentation.

 

Section 2. Special meetings
A special meeting of the organization shall be called at the request of a majority of the board of directors or a petition signed by ten (10) percent of the membership addressed to the president. The president shall issue a notice in the official publication and/or in a letter to each member at least thirty (30) days in advance of the special meeting listing time, place, date, and purpose of meeting. No business other than stated in the notice shall be transacted at the special meeting. Minutes of the special meeting shall be transacted at the next annual or regular meeting.

 

Section 3. Quorum
Ten (10) percent of the members who are eligible to vote shall constitute a quorum of the organization.

  

Article VI. Governing Bodies

 

Section 1. Membership
The membership shall be the chief governing body of the organization.

 

Section 2. Board of directors

1. Membership
   The board of directors shall consist of the elected officers, the parliamentarian/historian, the immediate past president, and the chairs of all standing committees (professional development, contest, awards). Chairs of special committees and standing sub-committees shall be ex officio members of the board, without vote. Any member may attend board meetings but may not vote.
2. Meetings
   The board of directors shall meet at the call of the president or upon written request directed to the president and signed by a majority of the board, stating the purpose and including the agenda for the meeting.
3. Authority
   The board of directors shall promote and supervise the affairs of the organization; establish standing committees; transact its business in the interim of state conventions; and report at each convention the business transacted by the board since its previous convention.

 

1. Quorum
   One more than half of the voting members of the board of directors shall constitute a quorum of the board.

 

Section 3. Local chapter coordinators
Chapter coordinators shall be appointed to oversee local activities. They shall hold at least four meetings per year, recruit new members, act as liaison between the localities and first vice president, and serve on the membership committee. The first vice president and chapter coordinators may recruit assistant coordinators if needed.

 

Section 4. Executive committee
The executive committee shall be composed of the president, the first vice president, the second vice president, the secretary, the treasurer, and the immediate past president. It shall be authorized to take emergency action and act as an advisory group to the president in the interim between board of directors’ meetings. All executive committee actions shall be ratified at the next meeting of the board of directors.

 

Article VII. Committees

 

Section 1. Standing committees
The standing committees are membership, communications, professional development, and contest/awards.

 

1. Appointment
   1) All standing committee chairs, except membership and communications, shall be appointed by the president.

2) The membership committee shall consist of the first vice president, local coordinators, and others as determined by the first vice president. This committee shall be empowered to pass on all applications, and its decision shall be final. If an application contains no questionable credentials, it can be approved automatically by the first vice president. In the event that a member of the membership committee is unable to attend a meeting, the first vice president is empowered to ask another VPC board member from the absent member’s district to fill in at that meeting.
3) A three-member nominations committee shall be elected by the members no later than the annual meeting before the fall election. At least one member must be a past president. The president shall choose the nominations chair from among the committee. The report of the committee shall be included in the call to the business meeting of the election year.

1. Term of office
   All standing committee chairs, unless otherwise specified herein, shall be appointed for two-year terms.
2. Duties
   All chairs shall submit written reports to the board of directors at each meeting. If monies are involved in the chairs’ activities, a financial report shall be submitted to the treasurer sixty (60) days after completion of assigned duties or thirty (30) days before the annual convention.

 

Section 2. Special committees
Special committees shall be established as the president shall deem necessary.

1. Appointment
   Special committee chairs and members shall be appointed by the president.
2. Terms
   All special committee appointments shall be at the discretion of the president.
3. Duties
   All special committee chairs shall submit written reports to the board of directors at each meeting and, if monies are involved in their activities, shall submit a financial report to the treasurer thirty (30) days before the annual convention.

  

Article VIII. Funds and Finances

 

Section 1. Fiscal year
The fiscal year shall be October 1 through September 30.

 

Section 2. Funds

1. General Funds
   Monies collected for general purposes of the organization shall be deposited in a checking account by the treasurer. At the direction of the board of directors, the treasurer may invest savings account monies in saving certificates or other interest-bearing funds.
2. Special Funds

1) The Virginia Press Women Foundation, a legally separate entity that is a 501(c)3 corporation, administers the Agnes Cooke Scholarship. The foundation has its own bylaws and governance structure and is set up to accept donations and disburse scholarship money.
Section 3. Budgets and audits

1. Budget
   A budget shall be adopted at the annual convention covering the ensuing fiscal year.
2. Audit
   The treasurer’s accounts shall be audited at the completion of the treasurer’s term of office.

 

Article IX. Parliamentary Authority

For procedures not covered in the bylaws or rules of this organization, Robert’s Rules of Order, Newly Revised, shall be the authority.

  

Article X. Amendments

These bylaws may be amended at any meeting of the organization by a two-thirds (⅔) vote of members present and voting, provided the proposed amendment has been sent in writing through the official publication and/or by letter to each member at least thirty (30) days in advance of the meeting.

 

ARTICLE XI: Dissolution. Upon dissolution of this corporation, all assets shall be contributed to the Virginia Press Women Foundation.