Bylaws of the Youngstown Press Club
Constitution and Bylaws
Adopted: Nov. 8, 2017
Revised: May 5, 2023
Article 1 – Objects of the Club
The Youngstown Press Club, Inc. (“the Club”) has been established to promote journalism and other 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 2-year term as President Elect and followed by a 2-year term as Past President.
Section 4. The Secretary will keep a record of all meetings of the Board and of the membership at large. The term is two years.
Section 5. The Treasurer will work with the Executive Director to keep an accurate account of the Club’s revenues and expenses. The Treasurer will make a complete accounting of the Club’s treasury once a year. The term is two years.
Section 6. Each Officer shall be either a Journalist, Public Relations Associate, Advertising Associate, Retired, Author, Educator or Public Sector/Nonprofit member. When considering the makeup of the Board, effort should be made to ensure a variety of organizations are able to serve.
Section 7. Officers shall be elected by vote of the membership at the Club’s Annual Meeting and shall serve for two-year terms. Officers may be re-elected to consecutive terms.
Section 8. Board members shall be elected to vacant Board positions by vote of the entire membership and shall serve unless they are no longer members of the Club, are no longer meeting Board expectations, or otherwise become unqualified to serve on the Board (for example, by reason of a change in membership category.) Board members may be re-elected. 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 other than the expiration of the position holder’s term as Board member, the remaining Board must hold an election for a new Board member to fill the unexpired term. The Executive Director will run the election.
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.
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. Any person who is a Journalist, Public Relations Associate, Advertising Associate, Author, Retired, Educator or Public Sector/Nonprofit member is qualified to serve as a Chair or Co-Chair of a committee whether or not the person is a member of the Board. 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.
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, members may nominate from the floor. All active paid members may vote on positions. The positions shall be filled by the qualified persons receiving the greatest number of votes.
Section 3. Special Meetings of the Club shall be held if: (1) twenty-five 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 written 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 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.
Article 6 – Dues
Section 1. Dues for members shall be $50 per year, except for students and except for discounts that the Board puts in place. 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 who are studying journalism or another mass communication field will not be charged a membership, but will be granted Student membership, which does not carry voting privileges. These students must complete an application for the membership to attach.
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 in-actions 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 accepts 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.
Section 4. The Board will follow its Conflict of Interest Policy when determining if a gift is appropriate to accept.
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.
Section 2. The Club shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board.
Article 10 – Amendment
These Bylaws may be modified by vote of the membership at large, via in-person vote or e-vote.
Adopted: Nov. 8, 2017
Revised: May 5, 2023
Article 1 – Objects of the Club
The Youngstown Press Club, Inc. (“the Club”) has been established to promote journalism and other 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 time engaging in using the media to reach important publics.
- Those who are engaged in the creation of advertising. This can include copywriters, managers of campaigns and graphic artists.
- Those who manage advertising accounts and sales for news media.
- Undergraduate and graduate students studying journalism, public relations, marketing, broadcasting and other communication fields at colleges, universities and community colleges.
- Recent graduates can take advantage of the student rate for 6 months after graduation.
- Those who are no longer employed, but meet the criteria in the journalist, associate public relations or associate advertising categories.
- 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.
- Persons not described elsewhere whose applications for membership have been considered on an individual basis, and have been recommended by the Membership Committee and approved by the Board of Governors of the Club (“the Board.”)
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 2-year term as President Elect and followed by a 2-year term as Past President.
Section 4. The Secretary will keep a record of all meetings of the Board and of the membership at large. The term is two years.
Section 5. The Treasurer will work with the Executive Director to keep an accurate account of the Club’s revenues and expenses. The Treasurer will make a complete accounting of the Club’s treasury once a year. The term is two years.
Section 6. Each Officer shall be either a Journalist, Public Relations Associate, Advertising Associate, Retired, Author, Educator or Public Sector/Nonprofit member. When considering the makeup of the Board, effort should be made to ensure a variety of organizations are able to serve.
Section 7. Officers shall be elected by vote of the membership at the Club’s Annual Meeting and shall serve for two-year terms. Officers may be re-elected to consecutive terms.
Section 8. Board members shall be elected to vacant Board positions by vote of the entire membership and shall serve unless they are no longer members of the Club, are no longer meeting Board expectations, or otherwise become unqualified to serve on the Board (for example, by reason of a change in membership category.) Board members may be re-elected. 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 other than the expiration of the position holder’s term as Board member, the remaining Board must hold an election for a new Board member to fill the unexpired term. The Executive Director will run the election.
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.
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. Any person who is a Journalist, Public Relations Associate, Advertising Associate, Author, Retired, Educator or Public Sector/Nonprofit member is qualified to serve as a Chair or Co-Chair of a committee whether or not the person is a member of the Board. 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.
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, members may nominate from the floor. All active paid members may vote on positions. The positions shall be filled by the qualified persons receiving the greatest number of votes.
Section 3. Special Meetings of the Club shall be held if: (1) twenty-five 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 written 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 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.
Article 6 – Dues
Section 1. Dues for members shall be $50 per year, except for students and except for discounts that the Board puts in place. 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 who are studying journalism or another mass communication field will not be charged a membership, but will be granted Student membership, which does not carry voting privileges. These students must complete an application for the membership to attach.
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 in-actions 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 accepts 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.
Section 4. The Board will follow its Conflict of Interest Policy when determining if a gift is appropriate to accept.
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.
Section 2. The Club shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board.
Article 10 – Amendment
These Bylaws may be modified by vote of the membership at large, via in-person vote or e-vote.