Bylaws of the Youngstown Press Club
Constitution and Bylaws
Adopted: Nov. 8, 2017
Last Revised: April 21, 2025
Article 1 – Objects of the Club
The Youngstown Press Club, Inc. (“the Club”) has been established to promote journalism and communication-related professions in the Mahoning Valley. The Club will operate exclusively for educational, charitable and social purposes, and will neither conduct business to make a profit nor take any action which governing corporate or tax law or regulations prohibit to nonprofit associations.
The Youngstown Press Club is a publicly supported organization described in Internal Revenue Code Section 509(a)(1) or Section 509(a)(2) or Section 509(a)(3), and which is exempt from Federal income taxes under Internal Revenue Code Section 501(a) as an organization described in Internal Revenue Code Section 501(c)(3).
Article 2 – Members
Section 1. Membership will be conferred upon individuals in one of the following categories:
A. Journalist
Section 2. Those who fall behind in paying dues or who do not renew membership are no longer eligible to vote or partake in any of the membership benefits.
Section 3. If a change of profession causes a member to change membership category the person must, in the next payment period, change to the proper category of membership.
Section 4. When conferring membership, all materials will be sent through the Executive Director, who will approve or reject membership requests with the input of the Board as needed. If the Board decides to reject an application for membership, they must show cause.
Section 5. No applicant for membership shall be discriminated against on the basis of race, color, sexual orientation, gender or religion.
Section 6. Individual memberships can be revoked by the Board, at any time, in its discretion and upon approval by a majority of the full board. Voting must take place in person, via phone or by e-voting. The Executive Director will coordinate the meeting after receiving the request for membership review. Voting may not be proxy. No membership shall be revoked on the basis of race, color, sexual orientation, gender, religion or any other criteria protected by state or federal law.
Article 3 – Board of Governors
Section 1. The Club will be managed by a Board of Governors and an Executive Director. The Board shall consist of the Officers of the Club and three members-at-large.
Section 2. The Officers of the Club shall be a President, President-Elect, Past President, Secretary and Treasurer. The Executive Director will run the day-to-day operations of the Club and be an ex-officio member of the Board.
Section 3. The President shall preside over meetings of the whole body and the Board, work closely with the Executive Director to ensure proper functioning of the Club and be the public face of the Club. The President shall serve a term of two years as President following a two-year term as President-Elect and followed by a two-year term as Past President.
Section 4. The Secretary will work with the Executive Director to keep a record of all meetings of the Board and the membership at large. The term is two years.
Section 5. The Treasurer will work with the Executive Director to create an annual budget and to keep an accurate account of the Club’s revenues and expenses.
Section 6. Each Officer must be a member of the Club in good standing When considering the makeup of the Board, effort should be made to ensure a variety of organizations are represented.
Section 7. Officers shall be elected by vote of the membership at the Club’s Annual Meeting and shall serve for two-year terms.
Section 8. Board members shall be elected to vacant Board positions by vote of the entire membership. Any Board member who wishes to resign may do so with written notice to the Executive Director.
Section 9. Every Board member must also be a member of the Youngstown Press Club. Board members must maintain active membership for their entire term of service.
Section 10. If a Board position becomes vacant for any reason the remaining Board must hold an election for a new Board member to fill the unexpired term. The Executive Director will run the election. The election may be in-person or e-vote.
Section 11. There may be no salary or compensation for a term of service on the Board. With the consent of the Board and the Executive Director, Board members may be reimbursed for expenses or paid for specific jobs.
Section 12. Board members will serve no more than two consecutive two-year terms on the Board, with the following exceptions:
Section 13. If a Board member is elected or appointed mid-term, that time will not count toward the two two-year limits on the board.
Section 14. After reaching the maximum years on the Board, Board members may rejoin the Board after a one-year period.
Section 15. All Board members must serve on at least one Club committee. The President is a de facto member of all committees.
Section 16. Board members must attend at least two of the four Board meetings per year, whether in person or remotely via telephone or Zoom. Board members should make every attempt to attend a majority of Club events.
Article 4 – Committees
Section 1. The Board of Governors and Executive Director will determine what committees are necessary at any point in time and on naming members to those committees.
Section 2. The Executive Director will appoint the Chair of each committee. Club members may volunteer for committee Chair positions. The President, the Committee Chair or the Executive Director can appoint and dismiss committee members. All members are qualified to be committee members.
Section 3. Every committee is a committee of the Club and not of the Board.
Section 4. Standing Committees of the Club will be:
Section 5. Special Committees and non-standing committees will be formed at the discretion of the Executive Director and the Board.
Section 6. Board members will work with the Executive Director on which committee they choose to join. The Executive Director, working with the Board, may assign specific committees to specific Board seats.
Section 7. Members of the Awards Committee, the Scholarship Committee and the Nominating Committee will serve no more than two years on each of those committees.
Section 8. Members of any Committee who face a conflict of interest in any decision as a member of that Committee should excuse himself or herself from the Committee decision that relates to the conflict of interest.
Article 5 – Meetings and Voting
Section 1. The Club will meet annually for a formal meeting. The Board will determine the date of the meeting. Members will be alerted to the meeting date and time at least six weeks prior to the event.
Section 2. At the Annual Meeting, the Board shall present to the membership the Board’s nominees to fill vacant Board positions and to fill Officer positions. In addition to the nominees presented by the board, anyone from the Club membership who has notified the Executive Director that he or she wants to be on the ballot for a Board seat will also be presented to the membership. Members may nominate from the floor, as well. All active paid members may vote on positions. The positions shall be filled by the qualified persons receiving the greatest number of votes. In-person voting is required for this Annual Meeting election. No proxies or e-voting will be permitted.
Section 3. Special Meetings of the Club shall be held if: (1) 25 or more members petition the Board in writing for a Special Meeting. At the time of the request, a document must be presented which indicates the nature of the special meeting. (2) A majority of the Board votes to call a Special Meeting. (3) The President notifies the Board that he or she wishes to call a Special Meeting. If a special meeting is called, the Executive Director shall establish a time and place for the Special Meeting, which shall be held no fewer than 10 days after sending notice to the members specifying the time, place and purposes of the Special Meeting. The Special Meeting can consider only those matters which are within the stated purposes of the Meeting.
Section 4. All dues-paying members (who are current in their dues) may vote on Club matters at the Annual Meeting and any Special Meetings. Voting must be done in person or by e-vote and not by proxy. Unless otherwise specified in these Bylaws or by law, questions will be decided by a vote of the majority of the qualified voters who vote.
Section 5. The Board shall meet at least four times each calendar year. They may also meet whenever a meeting is called by the President, the Executive Director or four members of the Board. The Board may consider any business put before it by any member of the Board.
Section 6. Unless otherwise required by these Bylaws or law, questions will be decided by a vote of the majority of the Board members who vote. The Executive Director is a non-voting member.
Section 7. Notices of all meetings of the Club or of the Board shall be given in such a manner as the Board determines from time to time, unless the law or another section of these Bylaws imposes other requirements. The Executive Director, working with the Secretary and President, shall provide notice of all meetings and minutes from those meetings.
Section 8. In cases in which a member wants to be on a ballot for a Board seat or Officer seat, the Executive Director will notify all members six weeks in advance of the vote that they may submit their names for the ballot. Interested persons who want their names on the ballot should notify the Executive Director or a member of the Nominating Committee at least one week prior to the vote.
Article 6 – Dues
Section 1. Dues for members shall be set by the Board annually. Each year, as part of its regular business, the Board with the guidance of the Executive Director, will establish the dues structure.
Section 2. The Board, in special circumstances, by two-thirds vote may waive or reduce application fees or dues for particular persons on a case-by-case basis.
Section 3. All students whose studies would fall into any membership category or who does work for student media at their university or college will not be charged membership dues, but will be granted Student membership, which does not carry voting privileges. New members may qualify for Student membership up to 6 months after their graduation.
Article 7 – Limitations on Authority; Indemnification
Section 1. Notwithstanding any other provision of this Bylaw or of law, no Officer, Board member, member of the Club, or agent or employee of the Club has the power, right, or authority to incur or commit to an obligation on behalf of the Club in excess of $1,000 without prior, specific, expressed written authorization of the Board.
Section 2. The Club shall indemnify, defend, and hold harmless, to the full extent allowable by law, each Officer and Board member for actions and inactions taken by each Officer or Board member on behalf of the Club or in the course of performing duties for the Club, provided that there shall be no indemnification, defense, or holding harmless: (1) of an Officer or Board member who has exceeded the limitation of authority set forth in Section 1 of this Article; or (2) of an Officer or Board member beyond the coverage provided, if any, in any insurance policy purchased by the Club. The foregoing does not require or imply that the Club shall or should carry any insurance, which provides indemnification, defense, or holding harmless.
Article 8 – Gifts to the Press Club
Section 1. The Youngstown Press Club will accept no gifts or contributions intended, or which might appear to be intended, to influence the news coverage of any event or issue.
Section 2. The Club may accept contributions and in-kind gifts, which support and enhance its programming and administration.
Section 3. The Board shall be notified of all gifts and contributions made to the Club, and the Board may refuse to accept or return any gift or contribution which the Board deems inappropriate.
Article 9 – Miscellaneous
Section 1. In the event of a dissolution of the Youngstown Press Club, to the extent allowed under applicable law, all of the assets of the Club shall be distributed to, or its assets shall be sold and all of the proceeds distributed to, another charitable organization organized and operated for the same or similar purpose for which this Club is organized and operating, or to one or more corporations, funds, or foundations organized and operating exclusively for charitable or educational purposes which shall be selected by the Board of Directors, provided, however, that any such recipient organization(s) shall at that time qualify as exempt from taxation under Section 501(c)(3) of the Internal Revenue Code. The Youngstown State University Foundation should receive the funds and establish a scholarship in the name of the club for students studying journalism or mass communication.
Article 10 – Amendment
These Bylaws may be modified by vote of the membership at large, via in-person vote or e-vote. The Board shall give a one-week notice of membership votes to modify or amend these bylaws.
Youngstown Press Club (c) 2025
Adopted: Nov. 8, 2017
Last Revised: April 21, 2025
Article 1 – Objects of the Club
The Youngstown Press Club, Inc. (“the Club”) has been established to promote journalism and communication-related professions in the Mahoning Valley. The Club will operate exclusively for educational, charitable and social purposes, and will neither conduct business to make a profit nor take any action which governing corporate or tax law or regulations prohibit to nonprofit associations.
The Youngstown Press Club is a publicly supported organization described in Internal Revenue Code Section 509(a)(1) or Section 509(a)(2) or Section 509(a)(3), and which is exempt from Federal income taxes under Internal Revenue Code Section 501(a) as an organization described in Internal Revenue Code Section 501(c)(3).
Article 2 – Members
Section 1. Membership will be conferred upon individuals in one of the following categories:
A. Journalist
- Those who are principally engaged in producing news and commentary for distribution to the public;
- Management at organizations that employ those who are engaged in producing news for distribution to the public;
- Those who are not affiliated with an individual publication but spend a minimum of half their professional time in journalistic endeavors.
- Those who generate the majority of their work product from writing books of any genre that are published.
- Those who engage in educational endeavors related to communications and journalism at accredited educational institutions.
- Those who represent public relations firms or in-house public relations within companies and who spend the majority of their professional time engaging in using the media to reach the public.
- Those who are engaged in the creation of marketing and advertising campaigns. This can include those who write copy, managers of campaigns, and graphic artists.
- Those who have created startups that rely heavily on media production.
- Undergraduate and graduate students studying journalism, public relations, marketing, broadcasting and other communication fields at colleges, universities and community colleges.
- Those who are principally employed by a governmental entity, including, but not limited to, a not-for-profit educational institution, public charity, or 501(c)(3) organization.
- Those who are engaged or who have been substantially engaged in more than one membership category.
- Those who are no longer employed but meet the criteria in the listed categories.
- Person not described elsewhere whose application for membership has been considered on an individual basis and has been recommended by the Membership Committee or Executive Director and approved by the Board of Governors.
- For a media organization. Membership in this category includes the option to have your name and logo included on official Press Club publications and three individual memberships.
Section 2. Those who fall behind in paying dues or who do not renew membership are no longer eligible to vote or partake in any of the membership benefits.
Section 3. If a change of profession causes a member to change membership category the person must, in the next payment period, change to the proper category of membership.
Section 4. When conferring membership, all materials will be sent through the Executive Director, who will approve or reject membership requests with the input of the Board as needed. If the Board decides to reject an application for membership, they must show cause.
Section 5. No applicant for membership shall be discriminated against on the basis of race, color, sexual orientation, gender or religion.
Section 6. Individual memberships can be revoked by the Board, at any time, in its discretion and upon approval by a majority of the full board. Voting must take place in person, via phone or by e-voting. The Executive Director will coordinate the meeting after receiving the request for membership review. Voting may not be proxy. No membership shall be revoked on the basis of race, color, sexual orientation, gender, religion or any other criteria protected by state or federal law.
Article 3 – Board of Governors
Section 1. The Club will be managed by a Board of Governors and an Executive Director. The Board shall consist of the Officers of the Club and three members-at-large.
Section 2. The Officers of the Club shall be a President, President-Elect, Past President, Secretary and Treasurer. The Executive Director will run the day-to-day operations of the Club and be an ex-officio member of the Board.
Section 3. The President shall preside over meetings of the whole body and the Board, work closely with the Executive Director to ensure proper functioning of the Club and be the public face of the Club. The President shall serve a term of two years as President following a two-year term as President-Elect and followed by a two-year term as Past President.
Section 4. The Secretary will work with the Executive Director to keep a record of all meetings of the Board and the membership at large. The term is two years.
Section 5. The Treasurer will work with the Executive Director to create an annual budget and to keep an accurate account of the Club’s revenues and expenses.
Section 6. Each Officer must be a member of the Club in good standing When considering the makeup of the Board, effort should be made to ensure a variety of organizations are represented.
Section 7. Officers shall be elected by vote of the membership at the Club’s Annual Meeting and shall serve for two-year terms.
Section 8. Board members shall be elected to vacant Board positions by vote of the entire membership. Any Board member who wishes to resign may do so with written notice to the Executive Director.
Section 9. Every Board member must also be a member of the Youngstown Press Club. Board members must maintain active membership for their entire term of service.
Section 10. If a Board position becomes vacant for any reason the remaining Board must hold an election for a new Board member to fill the unexpired term. The Executive Director will run the election. The election may be in-person or e-vote.
Section 11. There may be no salary or compensation for a term of service on the Board. With the consent of the Board and the Executive Director, Board members may be reimbursed for expenses or paid for specific jobs.
Section 12. Board members will serve no more than two consecutive two-year terms on the Board, with the following exceptions:
- Exception 1: President, President-Elect and Past President will serve one two-year term in each of these positions, serving a total of six years before moving off the Board.
- Exception 2: Any Board member who is Secretary, Treasurer or At-Large may be elected to President-Elect and move through the six-year President-Elect-President-Past President cycle before having to leave the board.
Section 13. If a Board member is elected or appointed mid-term, that time will not count toward the two two-year limits on the board.
Section 14. After reaching the maximum years on the Board, Board members may rejoin the Board after a one-year period.
Section 15. All Board members must serve on at least one Club committee. The President is a de facto member of all committees.
Section 16. Board members must attend at least two of the four Board meetings per year, whether in person or remotely via telephone or Zoom. Board members should make every attempt to attend a majority of Club events.
Article 4 – Committees
Section 1. The Board of Governors and Executive Director will determine what committees are necessary at any point in time and on naming members to those committees.
Section 2. The Executive Director will appoint the Chair of each committee. Club members may volunteer for committee Chair positions. The President, the Committee Chair or the Executive Director can appoint and dismiss committee members. All members are qualified to be committee members.
Section 3. Every committee is a committee of the Club and not of the Board.
Section 4. Standing Committees of the Club will be:
- Awards – The Awards Committee will be comprised of five Club members. This committee will review nominations for Hall of Fame and all awards annually and select award winners, to be recommended to the Board.
- Scholarship – The Scholarship Committee will be comprised of five Club members. This committee will review applications for the Youngstown Press Club Scholarship and select scholarship recipients to be recommended to the Board.
- Nominating – The Nominating Committee will be comprised of three Club members. This committee will create a slate of candidates for all Board elections.
- Bylaws – The Bylaws Committee will meet annually to review the bylaws and propose changes and updates.
- Events and Programming – This committee will plan, organize and oversee all Club events.
- Membership – This committee will work with the Executive Director to build membership, organize membership drives and serve the members of the Club. Student Membership projects and initiatives will be under this committee.
- Communications – This committee will work with the Executive Director on all communications, including social media, emails, newsletters, press releases, advertising and Club public relations.
- Fundraising and Sponsorships – This committee will work with the Executive Director to oversee all fundraising, grant applications, and solicitation of sponsors.
- Press Freedom – This committee will lead the annual World Press Freedom Day event and any other Club work that supports freedom of the press.
Section 5. Special Committees and non-standing committees will be formed at the discretion of the Executive Director and the Board.
Section 6. Board members will work with the Executive Director on which committee they choose to join. The Executive Director, working with the Board, may assign specific committees to specific Board seats.
Section 7. Members of the Awards Committee, the Scholarship Committee and the Nominating Committee will serve no more than two years on each of those committees.
Section 8. Members of any Committee who face a conflict of interest in any decision as a member of that Committee should excuse himself or herself from the Committee decision that relates to the conflict of interest.
Article 5 – Meetings and Voting
Section 1. The Club will meet annually for a formal meeting. The Board will determine the date of the meeting. Members will be alerted to the meeting date and time at least six weeks prior to the event.
Section 2. At the Annual Meeting, the Board shall present to the membership the Board’s nominees to fill vacant Board positions and to fill Officer positions. In addition to the nominees presented by the board, anyone from the Club membership who has notified the Executive Director that he or she wants to be on the ballot for a Board seat will also be presented to the membership. Members may nominate from the floor, as well. All active paid members may vote on positions. The positions shall be filled by the qualified persons receiving the greatest number of votes. In-person voting is required for this Annual Meeting election. No proxies or e-voting will be permitted.
Section 3. Special Meetings of the Club shall be held if: (1) 25 or more members petition the Board in writing for a Special Meeting. At the time of the request, a document must be presented which indicates the nature of the special meeting. (2) A majority of the Board votes to call a Special Meeting. (3) The President notifies the Board that he or she wishes to call a Special Meeting. If a special meeting is called, the Executive Director shall establish a time and place for the Special Meeting, which shall be held no fewer than 10 days after sending notice to the members specifying the time, place and purposes of the Special Meeting. The Special Meeting can consider only those matters which are within the stated purposes of the Meeting.
Section 4. All dues-paying members (who are current in their dues) may vote on Club matters at the Annual Meeting and any Special Meetings. Voting must be done in person or by e-vote and not by proxy. Unless otherwise specified in these Bylaws or by law, questions will be decided by a vote of the majority of the qualified voters who vote.
Section 5. The Board shall meet at least four times each calendar year. They may also meet whenever a meeting is called by the President, the Executive Director or four members of the Board. The Board may consider any business put before it by any member of the Board.
Section 6. Unless otherwise required by these Bylaws or law, questions will be decided by a vote of the majority of the Board members who vote. The Executive Director is a non-voting member.
Section 7. Notices of all meetings of the Club or of the Board shall be given in such a manner as the Board determines from time to time, unless the law or another section of these Bylaws imposes other requirements. The Executive Director, working with the Secretary and President, shall provide notice of all meetings and minutes from those meetings.
Section 8. In cases in which a member wants to be on a ballot for a Board seat or Officer seat, the Executive Director will notify all members six weeks in advance of the vote that they may submit their names for the ballot. Interested persons who want their names on the ballot should notify the Executive Director or a member of the Nominating Committee at least one week prior to the vote.
Article 6 – Dues
Section 1. Dues for members shall be set by the Board annually. Each year, as part of its regular business, the Board with the guidance of the Executive Director, will establish the dues structure.
Section 2. The Board, in special circumstances, by two-thirds vote may waive or reduce application fees or dues for particular persons on a case-by-case basis.
Section 3. All students whose studies would fall into any membership category or who does work for student media at their university or college will not be charged membership dues, but will be granted Student membership, which does not carry voting privileges. New members may qualify for Student membership up to 6 months after their graduation.
Article 7 – Limitations on Authority; Indemnification
Section 1. Notwithstanding any other provision of this Bylaw or of law, no Officer, Board member, member of the Club, or agent or employee of the Club has the power, right, or authority to incur or commit to an obligation on behalf of the Club in excess of $1,000 without prior, specific, expressed written authorization of the Board.
Section 2. The Club shall indemnify, defend, and hold harmless, to the full extent allowable by law, each Officer and Board member for actions and inactions taken by each Officer or Board member on behalf of the Club or in the course of performing duties for the Club, provided that there shall be no indemnification, defense, or holding harmless: (1) of an Officer or Board member who has exceeded the limitation of authority set forth in Section 1 of this Article; or (2) of an Officer or Board member beyond the coverage provided, if any, in any insurance policy purchased by the Club. The foregoing does not require or imply that the Club shall or should carry any insurance, which provides indemnification, defense, or holding harmless.
Article 8 – Gifts to the Press Club
Section 1. The Youngstown Press Club will accept no gifts or contributions intended, or which might appear to be intended, to influence the news coverage of any event or issue.
Section 2. The Club may accept contributions and in-kind gifts, which support and enhance its programming and administration.
Section 3. The Board shall be notified of all gifts and contributions made to the Club, and the Board may refuse to accept or return any gift or contribution which the Board deems inappropriate.
Article 9 – Miscellaneous
Section 1. In the event of a dissolution of the Youngstown Press Club, to the extent allowed under applicable law, all of the assets of the Club shall be distributed to, or its assets shall be sold and all of the proceeds distributed to, another charitable organization organized and operated for the same or similar purpose for which this Club is organized and operating, or to one or more corporations, funds, or foundations organized and operating exclusively for charitable or educational purposes which shall be selected by the Board of Directors, provided, however, that any such recipient organization(s) shall at that time qualify as exempt from taxation under Section 501(c)(3) of the Internal Revenue Code. The Youngstown State University Foundation should receive the funds and establish a scholarship in the name of the club for students studying journalism or mass communication.
Article 10 – Amendment
These Bylaws may be modified by vote of the membership at large, via in-person vote or e-vote. The Board shall give a one-week notice of membership votes to modify or amend these bylaws.
Youngstown Press Club (c) 2025