Constitution and Bylaws

Article I: Name

The name of the organization is The Detroit Press Club, hereafter referred to as the “Club” or the “DPC”, a non-profit association incorporated under the Laws of the State of Michigan.

Article II: Objectives

The objectives of the Club shall be to support, promote and recognize excellence in journalism in the Michigan region and to bring together people whose business or academic activities are related to the field of journalism; to provide a forum for newsworthy people; to disseminate information relating to professional journalism; and to execute awards programs in support of our mission.

Article III: Membership

Section 1

Membership is open to individuals who are active in any field of journalism. This may include writers, editors, photographers, illustrators, reporters, producers or others with journalistic jobs along with those who support the mission of the organization. Upon request of the club, proof of activity within the last 12 months may be required. The Membership Committee in consultation with the Board of Directors shall be determined suitable proof.

Section 2

Upon recommendation of any three members and with the approval of the Membership Committee, the Board of Directors of the Club may name honorary, non-voting members. Honorary members shall not be required to pay dues.

Section 3

A member who does not pay dues within a reasonable time after receipt of his or her membership renewal notice will automatically be stricken from the rolls of the Club. The Board of Directors the cut-off date. In order to rejoin the Club, a terminated member is required to reapply as a new member and is subject to the same criteria for membership as any new member.

Section 4

Other than honorary members as noted above, each member must pay dues and renew membership on an annual basis upon receipt of the annual renewal notice. Continued eligibility for membership shall be determined by the Membership Committee at membership renewal time. Upon request of the Club, proof of activity within the past 12 months may be required. The Membership Committee will determine suitable proof in consultation with the Board of Directors.

Section 5

Upon a majority vote of the Board of Directors, any individual’s membership may be terminated by action of the Board of Directors at any time if the member’s actions are determined to be not in the best interests of the Club.

Article IV: Officers and Directors

Section 1

The governance and management of the Club shall be the responsibility of the duly elected Officers and Directors.

Section 2

The officers of the Club shall be the President, Vice President, Secretary and Treasurer. The Board of Directors shall consist of the Club’s President, Vice President, Secretary, Treasurer, immediate past President and seven (7) Directors; all elected by the general membership in accordance with the Bylaws of the Club.

Section 3

All Officers and Directors shall be elected for two (2) year terms. Terms of office begin January 1.

The elections shall be so scheduled that the President, the Treasurer and three (3) Directors be elected at the end of an even-numbered year. On the following odd-numbered year, the sitting Vice President assumes the title of President and an election is held for a new Vice President, Secretary and four (4) directors. Upon retirement, the President shall immediately assume the title of immediate Past President, become a voting member of the Board of Directors and hold that title for two (2) years.

Section 4

All Officers and Directors must be members in good standing of the Club. The President, Vice President and at least three (3) Directors must be journalists unless the Board of Directors makes a specific exception to this rule. A journalist is defined as a member who earns at least 50 percent of his/her professional activities involved journalistic activity. The Board of Directors shall direct and supervise the policies of the Club and shall perform such other duties as specified in the Bylaws and by the President.

Section 5

Duties of the officers are as follows:

• The President or a majority of the Board of Directors shall call, and the President shall preside over meetings of the Board of Directors, and of the general membership. The President shall appoint and remove the chairman and members of several committees, call and preside over all meetings of the Club, and act as chief executive officer of the Club.
• The Vice President shall act in place of the President in the latter’s absence or inability to serve, and shall perform such other duties as the President shall direct. In the event of vacancy in office of the President (by death, resignation or other cause), the Vice President shall become President for the unexpired term of the vacated office.
• The Secretary shall be responsible for recording all proceedings of the Club, including meetings of the Board of Directors. The Secretary shall maintain all Club records and archives, other than financial records, including the seal, to be use as directed by the Board, and shall perform other duties as the President may prescribe.
• The Treasurer shall be responsible for the receipt, custody and disbursement of funds of the Club, as authorized and approved by the Board of Directors and/or the President; for the keeping of necessary accounts; for a financial report to the Board of Directors as requested by the President, but at least once each fiscal year. The Treasurer shall detail all income and expense by category. The Treasurer shall have the authority to draw checks in the name of the Club.
• Any vacancy in an office of the Board of Directors, except for the office of the President or Vice President, shall be filled by an election by the Board of Directors of a full member in good standing, to complete the unexpired term.

Section 6

The Board of Directors shall direct and supervise the policies of the Club and shall perform such other duties as imposed upon it by the Bylaws. Five members of the Board shall constitute a quorum. By a majority vote, the Board of Directors may remove any Officer or Director whose actions are judged to be detrimental to the Club or to the running of orderly Board meetings. The member subject to removal shall not vote in an election of the Board related to that Board member’s removal.

Article V: Elections

Section 1

Officers and Directors shall be elected by mail ballot or e-mail vote in November or December each year.

Section 2

Nominations for office may be made in two ways:

• A Nominating Committee consisting of three or more members in good standing shall be appointed by the President and approved by the Board of Directors. The Nominating Committee shall nominate a slate of Officers and Directors, at least one for each vacant office. The slate of nominees shall be communicated to the membership by mail or e-mail at the appropriate monthly meetings and on the Club’s Web site, with appropriate identification of each nominee.
• At a general meeting of the Club, as decided by the President, nominations shall be open to the general membership from the floor provided there is a second for each nomination.

Section 3

Members may not be nominated for more than one office, nor shall any member be simultaneously nominated as an Officer and as a Director.

Section 4

Ballots shall be mailed to all members in good standing no later than December 1 or e-mailed by December 15th. The deadline for the return of the ballot shall be clearly marked on the ballot or specified in the e-mail. The place of return shall be clearly marked on the ballot. The ballots shall remain sealed until the President directs the Secretary or Treasurer and other members he appoints to open and count the ballots. E-mail votes will be directed to a Board Member designated as responsible for securing them. The numerical vote shall remain secret but the Secretary or Treasurer shall announce the results of the election to the President. The President shall then make the results known to the Board of Directors, the newly elected Officers and Directors and to the general membership. The announcement may be made by telephone, e-mail, at the next monthly meeting and/or on the Club’s Web site.

Article VI: Committees

Section 1

The Membership Committee shall consist of three members in good standing appointed by the President and approved by the Board of Directors.

• The Membership Committee shall automatically dissolve upon the election of each new President. The President shall fill vacancies on the Membership Committee with the approval of the Board of Directors.
• Duties of the Membership Committee are to determine the qualifications of candidates for membership to the Club, as set forth in the By-Laws and at the direction of the Board of Directors.
• Upon request of the Membership Committee, the Board of Directors shall make final decisions as to an applicant’s eligibility for membership. Any applicant for membership may appeal the Membership Committee’s decision before the Board of Directors. The Board’s decision shall be final.

Section 2

An Activities Committee shall be appointed by the President and shall have broad powers to advance the Club’s interests. The Activities Committee shall consist of members in good standing, the number to be determined by the President. Committee members shall be appointed for no specific terms and shall serve at the direction of the President.

Section 3

The President may appoint such other committees as he or she and/or the Board of Directors shall deem necessary.

Article VII: Meetings

Section 1

Meetings of the Club may be called by the President, or by a quorum of the Board of Directors, provided all members of the Club are sent notice at least seven (7) days in advance. All meetings shall be conducted under Robert’s Rules of Order, unless the President waives such rules.

Section 2

The President may declare an annual general meeting at his discretion. All members in good standing shall be notified as to the date, time and place of such a meeting. At the annual general meeting, the President shall conduct appropriate business affairs of the Club.

Section 3

Business affairs of the Club may be conducted at any regularly called meeting, providing the notice to members includes notification of the nature of the business to be acted upon at such meeting.

Article VIII: Changes to By-Laws

Any changes to these By-Laws must be approved by a majority of the full membership by mail ballot or by e-mail. Proposed changes must be published on the Club’s Web site or distributed directly to all members by mail or e-mail prior to any vote to change the By-Laws.