Bylaws

Established in 1952 (revised 2013)

STATEMENT OF PURPOSE

The purposes of the Alaska Press Club are:

1.) To promote journalism as a profession and public service.
2.) To recognize excellence among Alaska’s journalists and provide a forum for continuing education and debate, thereby encouraging professional excellence.
3.) To support journalism that provides Alaskans with comprehensive, independent information.
4.) To promote open government and preserve freedom of the press, while advancing public interest and understanding of these rights as guaranteed by the First Amendment to the United States Constitution.

ARTICLE I

Membership

Applicants for membership to the Alaska Press Club must be individuals, not organizations. Each application is subject to approval by the Board, which also has the authority to suspend or expel a member for a cause. The Board may also reclassify a member whose status has changed.

A. General Members shall be persons whose primary occupation is journalism in Alaska. This may include owners and employees of newspapers, radio stations, television stations, magazines, news services, cable and online news sources, as well as freelancers and educators whose main focus is journalism.
B. Associate Members shall be members of the general public who support the objectives of Alaska Press Club.
C. Student Members shall be full-time students or part-time students who are considering a career in journalism.

ARTICLE II

Fiscal Year, Dues

A. The fiscal year shall be the calendar year.
B. Dues are set by the board.

ARTICLE III

Alaska Press Club Board

A. All governing power rests with the Board. The Board shall be composed of an odd number of members, with the total to be determined by the general membership.
B. The Board shall include a president and treasurer elected by the general membership for two-year terms, and such other officers as the Board may decide, to be elected by the Board or the general membership.
C. Should the president resign or be removed during his/her term of office, a vice president elected by the membership shall succeed to the office if available. Should the vice president not be available or willing, the Board shall choose a new president for the remainder of the term. The Board shall choose a replacement until the next general election.
D. The Board shall set policy.
E. The Board shall meet regularly at such times and places as chosen by the president, or as called by a quorum (at least 51 percent) of the Board. Such a quorum can be obtained through telephonic and electronic communications.
F. The president or a Board member designated by the president shall serve as presiding officer at all Board meetings, unless the president has left or been removed without a new president being designated, in which case the Board shall choose a moderator until a new president can be chosen. The presiding officer will be a voting member.
G. The Board has the authority to declare board seats vacant and to appoint members to serve until the next general election.

ARTICLE IV

Membership Meetings

A. The general membership will meet annually to consider such business as may arise. The meeting time and place will be set by the president or the Board.
B. General membership meetings may also be called by the majority of the Board or by petition of 20 percent of the members. Such a meeting shall be available for members to attend by teleconference, as well as at a central location in Anchorage. Actions taken at such a meeting shall have the same legal standing as actions taken by the Board.

ARTICLE V

Board and Officer Elections

A. Board members shall serve two-year terms, except that Board members chosen to fill unexpired terms shall serve until the next general election.
B. Any general member of the Alaska Press Club may submit written nominations for consideration. In addition, any general member may nominate candidates for the Board from the floor of the general membership meeting. All board candidates must be general Alaska Press Club members.
C. Board elections will be conducted at-large, with those receiving the most votes seated on the board immediately following the general meeting.
D. The board will provide means for members to vote remotely, so long as the request is submitted 48 hours before the general meeting.

ARTICLE VI

Limitations on Authority; Indemnification

A. No board member, member of the Alaska Press Club, agent or employee of the Alaska Press Club has the power, right or authority to incur or commit to an obligation on behalf of the Alaska Press Club in excess of fifteen hundred dollars ($1,500.00) without prior authorization of the board.

B. Alaska Press Club shall indemnify each board member, agent or employee of the Alaska Press Club against expenses, including counsel fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding in which she/he is made a party by reason of being or having been an Alaska Press Club board member, or having served Alaska Press Club in any other capacity, as agent or otherwise, except in relation to matters as to which she/he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duties as such a board member, agent or representative of Alaska Press Club. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any board member, may be entitled under any present or future statute, bylaw, agreement, vote of members or otherwise.

ARTICLE VII

Amendment of Bylaws

These bylaws may be amended by a two-thirds vote of the entire Board, followed by an electronic ballot of the membership. Amendments must be approved by a two-thirds vote of members voting. If approved, those amendments shall be effective 30 days after ballots are distributed.