Rhode Island Press Association Bylaws
(As amended, Dec. 4, 2015)
ARTICLE I: Name
The name of the association shall be the Rhode Island Press Association. It is organized as a non-profit corporation under the laws of Rhode Island. Hereafter, the word "Association" shall refer to the Rhode Island Press Association.
ARTICLE II: Purposes
The purposes for which this organization are formed are:
1. To unite the newspapers and eligible monthly publications of Rhode Island into a voluntary, non-profit and educational association; promote the welfare of the industry; and to provide a united effort of these newspapers and publications and allied arts to promote the best interests and welfare of their communities and the state of Rhode Island.
2. To secure improved standards in the practice of the profession of journalism and to promote a high standard of conduct and professional ethics.
3. To act as an educational center and medium for the dissemination of knowledge and information.
There shall be four classes of membership: Corporate, active, associate and honorary.
1. Corporate members. Corporate membership in the Association shall be open to all publishing companies with one or more publications issued at fixed, regular intervals but not less than monthly, located and circulated within Rhode Island. The news content of at least one of these publications must be originated locally and be of general interest to the community in which they are published.
2. Active members. Active members shall include all members now enrolled and other individual members who are active employees of publications qualified for membership in the Association.
3. Associate members. Associate membership shall be open to newsgathering organizations, feature syndicates, public relations and advertising agencies; and individuals, firms or corporations engaged in servicing or supplying the Rhode Island print media. Associate membership shall also be open to faculty members in journalism, writers, graphic artists and photographers, whether active or retired.
4. Honorary members. Honorary members may be elected at any regular meeting for reasons deemed appropriate. Nominations for honorary membership require prior approval of a majority of the board of directors. Honorary memberships are renewed annually at the organization's annual meeting. Persons inducted into the R.I. Journalism Hall of Fame are automatically made honorary members for life.
5. Applications. Applications for membership shall be in written form as directed by the board of directors. Each application shall be accompanied by two recent consecutive issues of publication. The determination of the qualifications of each applicant for membership shall rest solely with the board of directors.
ARTICLE IV: Fees and dues
1. Annual dues. The amount of annual dues shall be set by a majority vote of the board of directors.
2. Dues shall be due and payable on the first day of January.
3. Assessments. From time to time, with the prior knowledge and consent of corporate members, the Board of Directors may impose assessments on corporate members to pay for certain services (i.e. lobbyist fees) and programs that the board deems necessary and desirable for the well-being of the association and its purposes. Whenever the board imposes assessments, it shall also determine the deadline for the payment of such assessments.
4. Non-payment of Dues and Assessments. Any member who fails to pay annual dues and assessments within 30 days from the time they become due, without further notice and without hearing, shall be automatically dropped from the membership rolls. Reinstatement of membership may be made by a majority vote of the board of directors following payment of dues and assessments.
ARTICLE V: Board of Directors
1. Directors. There shall be a Board of Directors whose number equals the total number of corporate members plus three (3). Each corporation shall be represented by one member on the Board of Directors, this member to be designated by the publisher or general manager. Additionally the Board of Directors shall elect two directors from the rolls of the active membership and one director from the rolls of the associate membership for one-year terms. The Board of Directors shall have supervision, control and direction of the affairs of the Association; shall determine its policies or changes therein within their bylaws and the laws of the State of Rhode Island, shall actively prosecute its purposes and shall have discretion in the disbursement of funds.
2. Executive Committee. The executive committee shall comprise the five officers of the board: President, Vice President, Secretary, Treasurer and Immediate Past President. The executive committee shall assume all powers and duties of the Board of Directors when the board is not in session, except as otherwise delegated by the bylaws. All acts of the executive committee shall be presented to the Board of Directors for ratification at the board's next meeting.
3. Meetings. The Board of Directors shall meet at least six times during the calendar year at times and places determined by the board or the President. There shall be a two-week notice given for Board meetings.
4. Quorum. A quorum of five is required to conduct business at the Board of Directors meetings. Of the five, at least two shall be officers of the board.
ARTICLE VI: Officers
1. President. The President shall preside at all meetings of the membership and at meetings of the Board of Directors, sign all certificates of membership, perform generally all duties normally associated with the office of President and further duties as required by the Board of Directors. The President shall appoint committees as required. The President shall be ex officio to all Standing and Ad Hoc committees. The President may call meetings of the Board of Directors and the Executive Committee as is necessary.
2. Vice President. The Vice President shall perform the duties of President in case of the latter's absence, and shall supervise committees as assigned and perform such other duties as required by the Board of Directors.
3. Secretary. The Secretary shall keep the minutes of meetings, be custodian of the corporate records and seal, maintain a list of all dues-paying members, and in general perform all the duties assigned by the Board of Directors.
4. Treasurer. The Treasurer shall keep an account of all monies received and expended and shall make a report at all board meetings and at the annual meeting, and in general perform all the duties assigned by the Board of Directors.
5. Immediate Past President. The Immediate Past President shall serve as a member of the board of directors and the executive committee and as chairman of the Nominating Committee.
6. Election of Officers. The officers shall be elected annually by the Board of Directors. They shall be installed into office at the annual awards banquet and assume their duties at the first board meeting following the awards banquet.
7. Vacancies. The Board of Directors may fill vacancies in offices at any time between annual meetings.
ARTICLE VII: Committees
1. Appointment of Committees. The President shall have the authority to appoint chairpersons and members of all Standing and Ad Hoc committees at the annual meeting and at such times as may be needed.
2. Standing Committees. There shall be eight (8) Standing Committees. Each committee will be able to adopt its own written rules, guidelines and policies with the approval of the board of directors. The Standing Committees are:
A. Bylaws. This committee shall meet at least once every calendar year to review the bylaws and to make any recommendations to the board of directors.
B. Contest Committee. This committee shall administer the annual RIPA Journalism Contest. This committee shall address all aspects of the annual contest including, but not limited to, entry qualifications, fees, rules, category selection, category definitions, judging criteria and awards.
C. Hall of Fame. This committee shall be responsible for the maintenance and expansion of the Rhode Island Journalism Hall of Fame. It shall maintain a list of potential Hall of Fame nominees and annually recommend potential inductees for the approval of the board of directors.
D. Legislative Committee. This committee shall address all matters pertaining to proposed or pending legislation that may affect the Association, its purposes and its membership.
E. Membership Committee. This committee shall be responsible for the maintenance of membership records and recruitment of new members. Ex-officio to this committee shall be the Secretary and Treasurer of the Association.
F. Nominating Committee. This committee, chaired by the Immediate Past President, shall meet before the annual meeting to prepare a slate of nominees for officers of the corporation. In addition, the committee shall annually nominate three members to the board of directors, two (2) from the Active Membership list and one (1) from the Associate Membership list.
G. Scholarship Committee. This committee shall be responsible for recruiting and evaluating applications for the purpose of awarding an annual journalism scholarship from the Association.
H. Seminar Committee. This committee shall be responsible for planning and executing Association-sponsored seminars or seminars sponsored jointly with other organizations that are appropriate to the purposes and interests of the Association and its members.
3. Ad Hoc Committees. Ad Hoc committees may be created by the President to address situations not in the purview of the Standing Committees. Such committees shall be disbanded by the President when their specific tasks are completed.
ARTICLE VIII: Association Meetings
1. Annual Meetings. The Annual Meeting of the association shall be at a time and place which shall be set by the Board of Directors.
2. Special Meetings. Special meetings of the association may be called by the Board of Directors.
3. Notice. Notice of the Annual Meeting and any special meeting shall be given to each member at least seven (7) but not more than forty (40) days in advance of the meeting.
4. Quorum. Sixty (60) percent of the corporate members present at any annual or special meeting of the association shall constitute a quorum for the transaction of business.
5. Voting rights. Every corporate member and members of the board of directors who are in good standing shall be entitled to vote at the annual meeting or at any special meeting of the membership.
6. Rules of Order. The most recent edition of Robert's Rules of Order shall be authority in all meetings of this organization, but in case of conflict with these bylaws, the latter shall prevail.
ARTICLE IX: Amendments
The Bylaws of this Association may be amended by either of the following procedures:
1. By the Board of Directors provided that:
A. The proposed amendments are prepared in writing and mailed or delivered to Board members at least seven (7) days in advance of a scheduled Board meeting.
B. The proposed amendments are presented, discussed and approved by two-thirds of those present at two successive meetings of the Board.
C. Any amendments adopted by the Board be reported in written form at the following Annual Meeting of the Association.
2. By the Association at an Annual or Special Meeting provided that:
A. The proposed amendments are prepared in writing and mailed to Association members thirty (30) days prior to the meeting.
B. The proposed amendments are approved by two-thirds of the members present at the meeting.