At the annual business meeting on Saturday, October 2, 2004, the members approved the adoption of the following by laws for the National Conference of Editorial Writers. These by laws replace the NCEW Constitution. Information from the former constitution has been incorporated in this document.
In December 2011, the NCEW membership voted by a secure electronic ballot to change the name of the organization to the Association of Opinion Journalists. The amended by-laws follow.
ASSOCIATION OF OPINION JOURNALISTS BY-LAWS
Founded in 1947 as the National Conference of Editorial Writers (NCEW)
This organization shall be known as the Association of Opinion Journalists (AOJ). It is an organization of active editorial contributors to newspapers, radio and television stations, magazines and Internet publications, and is dedicated to stimulating the conscience and the quality of editorials. It is organized and operated as a nonprofit organization, and no part of its net earnings shall inure to the benefit of any private individual.
Membership is open to professional editorial writers who prepare institutional opinion on a regular basis for newspapers or magazines of general circulation or radio or television stations, or online outlets; to columnists; to teachers of journalism; to college students who profess a serious interest in editorial writing; and to others who play an active role in editorial operations, under the conditions that follow. Membership shall not be extended to representatives of trade journals or party organs, or to public relations personnel, or to writers of opinion for nonprofit advocacy organizations.
A) Membership is on an individual basis. The company-paid membership in AOJ that is vacated for any reason may be transferred to an eligible co-worker before March 31 in any given year. Journalism schools and departments and journalism in-service training institutions will be permitted to maintain institutional membership, providing one individual faculty member is designated as the AOJ member each year.
B) The board shall remove from membership those who no longer qualify.
C) The membership committee shall have the responsibility of approving the qualifications of all applicants and may approve reinstatement of former members.
D) There shall be five classes of membership:
(1) Active Members: Members in this classification must be (a) active editorial writers, columnists or other professionals who as a regular part of their duties prepare institutional opinion or editorial commentary or determine editorial policy (b) active members of the faculty of colleges, schools or departments of journalism or of institutions offering in-service training to journalists; or (c) others who are able to satisfy the membership committee that they play an active role in editorial page or broadcast editorial operations; or (d) former presidents of AOJ/NCEW.
(2) Associate Members: Members in this classification must be current or former members of AOJ/NCEW who no longer are working in the opinion area, or are graduates of the Minority Writers Seminar. As associate members, they may participate in all AOJ activities, chair and serve on committees, and vote for candidates for AOJ offices, but they may not hold office themselves. Their dues will follow the guidelines set for active members.
(3) Student Members: This classification of membership is open to full-time students of recognized colleges, schools, or departments of journalism who take courses in editorial writing and related areas. Other full-time university students are eligible if they participate in the editorial functions of student publications or broadcast operations, or if they otherwise demonstrate an interest in opinion writing. They shall be bound by the terms of their membership to resign from the association when they no longer meet these requirements. Students shall be non-voting members of the association and may not hold elective office in the association. Participation by student members in association activities shall be at the discretion of the board.
(4) Life Members: The board may from time to time designate certain distinguished members of the association as life members. Nominations for life membership may be made by any member to the professional committee, which will make recommendations for membership to the board. Such members shall be excused from payment of annual dues and conference registration fees. Only those who have provided exceptional service to the association shall be considered for this honor.
(5) Retired Members: Active and associate members who have retired and who are not engaged in other vocations are eligible to become retired members. They shall not be required to pay registration fees at annual conferences. The board may establish a special, lower dues category for members in this class. If questions of eligibility arise, the president is authorized to determine whether a retiree with a limited vocation fulfills the intent of this clause.
Power of decision of the organization rests in the membership as represented at the annual meeting of the association. During intervals between conferences, it rests with the board of directors.
Board of Directors
The organization shall be governed by a board of directors whose duties will begin on the first Monday following the annual election of its members. The board of directors shall have full power to conduct, manage and direct the business and affairs of the organization; and all powers of the organization are hereby granted to and vested in the board. The presence of seven (7) directors shall be necessary at any meeting to constitute a quorum to transact business. The board may vote by electronic measures so long as the required quorum of seven (7) participates.
A) The board shall be composed of a president, a vice president, a secretary/treasurer as officers, plus six members elected at large, the immediate past president, the convention chair, the editor of The Masthead, and the website editor. The president of the NCEW Foundation shall be an ex-officio member of the board. The officers of the organization shall include the president, vice president, secretary/treasurer and the immediate past president.
B) The officers shall comprise the executive committee, empowered to make decisions on behalf of the board during intervals between meetings.
C) The officers are elected in a ladder format. Once elected as secretary/treasurer, a person automatically assumes the vice presidency and the presidency in succeeding years. The at-large members serve two-year terms and may not succeed themselves. The officers of the organization shall be elected annually by the membership and each officer shall hold the office until the first Monday following the annual election of the new board of directors.
D) The convention chair serves a one-year term.
E) The Masthead editor and the website editor serve at the pleasure of the president and may be re-appointed.
F) In the event of incapacity of any officer or vacancy of any office, the officer next in rank shall perform the duties of the vacant office. In the event of incapacity of the secretary/treasurer, the board shall designate one of its own members to fill the office temporarily, and, in the event of a vacancy in the office of secretary/treasurer, the board shall elect a successor from among its own membership. In the event of vacancies occurring on the board during the interval between annual meetings, the president shall be empowered to appoint interim members with the consent of the board.
G) The board shall meet at least once during the period between the annual meetings of the association.
H) The board may from time-to-time elect such other officers and appoint such committees, employees or other agents as the business of the organization may require, including one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these by-laws or as the board may from time-to-time determine.
A) The executive committee shall be composed of the officers of the organization. The executive committee shall have and exercise all of the powers and authority of the board in the management of the business and affairs of the organization, except that the executive committee shall not have any power or authority as to the following:
(1) the filling of vacancies in the board,
(2) the adoption, amendment or repeal of the by-laws, or
(3) the amendment or repeal of any resolution of the board.
The establishment of any committee of the board and the delegation thereto of power and authority shall not alone relieve any director of his or her fiduciary duty to the organization.
B) The nominating committee shall be composed of the president and two members appointed by the Executive Committee. The president shall appoint one of the members as chairman of the nominating committee. The nominating committee, at least 120 days in advance of the annual business meeting, shall present one nominee each for the office of vice president and treasurer, two nominees for secretary, and six nominees for the three at-large positions to be filled on the board. There shall be a secret ballot of the membership present whenever there is a contest for any office or position. Absentee ballots shall be provided on request to members unable to attend the business meeting, said ballots to be signed and returned to AOJ headquarters no later than 14 days prior to the business meeting. The names of those nominated for secretary and for the board of directors shall be published in The Masthead and on the AOJ website.
C) The site selection committee shall be composed of the vice president as chairman, the secretary/treasurer and one at-large member of the board of directors appointed by the president. The site selection committee solicits and accepts convention bids and recommends sites for future meetings to the membership.
D) The professional committee shall be composed of all past presidents.
E) All other committees are designated by the board. Committee chairs serve at the pleasure of the president.
The annual meeting of the association shall be held at a time and place decided by the members. The agenda of the annual business meeting shall be determined by the president in consultation with the board of directors. At the annual meeting, the board shall present reports on the conduct of the association since the last meeting. This shall include a report from the secretary/treasurer on the association's financial affairs and a report from the president. The annual business meeting also may include reports from the committee chairs. At the annual business meeting the election of officers and members of the board of directors shall take place in a manner determined by the board of directors.
Limitation of Personal Liability of Directors; Indemnification of Directors, Officers and Other Authorized Representatives.
A) Limitation of Personal Liability of Directors. A director of the organization shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:
(1) the director has breached or failed to perform the duties of his or her office as defined in Paragraph B below; and
(2) the breach or failure to perform constitutes self dealing, willful misconduct or recklessness.
The provisions of this paragraph shall not apply to (a) the responsibility or liability of a director pursuant to any criminal statute; or (b) the liability of a director for the payment of taxes pursuant to local, state or federal law.
B) Standard of Care and Justifiable Reliance.
(1) A director of the organization shall stand in a fiduciary relationship to the organization, and shall perform his or her duties as a director, including his or her duties as a member of any committee of the board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the organization, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
(i) One or more officers or employees of the organization whom the director reasonably believes to be reliable and competent in the matters presented;
(ii) Counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such person;
(iii) A committee of the board upon which he or she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.
(2) In discharging the duties of their respective positions, the board, committees of the board and individual director may, in considering the best interests of the organization, consider the effects of any action upon employees, upon persons with whom the organization has business and other relations and upon communities which the offices or other establishments of or related to the organization are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of subsection (1) of this section.
(3) Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interests of the organization.
C) Indemnification in Third Party Proceedings. The organization shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the organization) by reason of the fact that he or she is or was a representative of the organization, or is or was serving at the request of the organization as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the organization, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to the best interests of the organization, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
D) Indemnification in Derivative Actions. The organization shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the organization to procure a judgment in its favor by reason of the fact that he or she is or was a representative of the organization, or is or was serving at the request of the organization as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), actually and reasonably incurred in connection with the defense or settlement of such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the organization, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
E) Mandatory Indemnification. Notwithstanding any contrary provision of these by-laws, to the extent that a representative of the organization has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in either Section C or D above, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith.
F) Determination of Entitlement to Indemnification. Unless ordered by a court, any indemnification under Section C or D above shall be made by the organization only as authorized in the specific case upon determination that indemnification of the representative is proper in the circumstances because he or she has met the applicable standard of conduct set forth in such paragraph. Such determination shall be made:
(1) by the board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or
(2) if such quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.
G) Advancing Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the organization in advance of the final disposition of such action, suit or proceeding as authorized by the board in a specific case upon receipt of an undertaking by or on behalf of the representative to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the organization as authorized in paragraphs 1 through 3 above.
H) Indemnification of Former Representatives. Each such indemnity may continue as to a person who has ceased to be a representative of the organization and may inure to the benefit of the heirs, executors and administrators of such person.
I) Insurance. The organization shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the organization or is or was serving at the request of the organization as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any capacity or arising out of such person's status as such, whether or not the organization would otherwise have the power to indemnify such person against such liability.
J) Reliance on Provisions. Each person who shall act as an authorized representative of the organization shall be deemed to be doing so in reliance upon the rights of indemnification provided by this article.
A) Checks. All checks, notes, bills of exchange or other orders in writing shall be signed by such person or person as the board may from time to time designate.
B) Contracts. Except as otherwise provided in these by-laws, the board may authorize any officer or officers, agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the organization, and such authority may be general or confined to specific instances.
C) Deposits. All funds of the organization shall be deposited from time to time to the credit of the organization in such banks, trust companies, or other depositaries as the board may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the board shall from time to time determine.
D) Annual Report of the Board. The board shall direct the president and secretary/treasurer to present at the annual meeting of the board a report showing in appropriate detail the following:
(1) The assets and liabilities, including the trust funds, of the organization as of the end of the fiscal year immediately preceding the date of the report.
(2) The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report.
(3) The revenue or receipts of the organization, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the organization.
(4) The expenses or disbursements of the organization, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the organization.The annual report of the board shall be filed with the minutes of the annual meeting of the board.
E) Amendment of By-Laws. These by-laws may be amended or repealed, or new by-laws may be adopted, by vote of a majority of those members voting at the annual meeting or a majority of members voting by secure electronic means in the interval between annual meetings if the board determines a more timely vote is warranted. Such proposed amendment, repeal or new by-laws, or a summary thereof, shall be set forth in timely notice of such vote, whether regular or electronic.
Adopted 10/02/04, amended 09/16/06, amended 09/26/09, amended 04/14/10, amended 12/15/11