SPJ Bylaws - Society of Professional Journalists

Home > About SPJ > Documentation > SPJ Bylaws

About the Society
SPJ Bylaws

As amended Sept. 30, 2023

FOREWORD

The Society of Professional Journalists was founded at DePauw University, Greencastle, Indiana, on April 17, 1909, as Sigma Delta Chi, an honorary journalistic fraternity. Its growth was along professional lines, and by action of the National Convention at Columbia, Missouri, in 1916, it was established as a professional journalistic organization.

PREAMBLE

We do hereby establish and ordain these bylaws of the Society of Professional Journalists, which seeks to unite journalists of talent, truth and energy in good fellowship; to assist the members in living up to the noblest principles of journalism; and to advance the standards of journalism by: TAKING action to help safeguard First Amendment guarantees and ensure freedom of information, FOSTERING adherence to a code of ethical principles, CREATING opportunities for professional development, ENCOURAGING diversity in coverage and staffing at all levels of the profession, thus increasing journalism’s value as a democratic institution.

ARTICLE ONE

Name and Scope

Section One. The name of this organization shall be: Society of Professional Journalists (hereinafter, the “Society”).

Section Two. The Society is an organization of persons who are or have been engaged in directing the editorial policy or editing and preparing news and editorial content of independent news media products, students engaged in the study of these skills, and journalism educators.

ARTICLE TWO

Motto and Watchword

Section One. The motto of this Society shall be: They Serve Best Who Serve the Truth. Section Two. The watchwords of this Society shall be: Talent, Truth, Energy.

ARTICLE THREE

Symbols

Section One. The historic badge of the Society shall be a small four-cusped hypocycloid; upon this a raised field of black of the same shape, slightly smaller. In the center shall be a white gold-edged scroll pierced vertically by a gold quill pen. Horizontally across the face of the scroll shall be the Greek letters, Sigma, Delta, Chi, in gold. To the right of the scroll shall be a five-pointed star in gold. To the left, a Greek lamp in gold.

Section Two. Official insignia, logos and other symbols of the Society shall not be obtained through any source other than one designated by the executive director of the Society.

Section Three. No one shall use the name or symbols of the Society for commercial purposes, without written permission of the executive director.

ARTICLE FOUR

Membership

Section One. There shall be five categories of membership: Professional and Retired Professional (including Household), Institutional (including Collegiate Institutional), Student, Post Graduate, and Fellow. A separate category exists for supporters of the Society, known as Associates.

Professional

Section Two. Professional and Retired Professional members shall be:

Those who are at the time of their initiation principally engaged in those activities specified in Article One, Section Two, until they are no longer a member in good standing.
Post Graduate members three years after college graduation, whether or not working in journalism as specified in Article One, Section Two, who have elected to become professional members.
Advisers to college or high school organizations involved in the gathering and dissemination of news.
Fulltime professional staff of the Society.

Section Three. Household members are a subcategory of Professional membership. Household membership is limited to one of two Professional members residing at the same address. The Professional member will pay full professional membership dues. Household members will pay reduced membership dues as determined by the executive director. Each household that elects the subcategory will receive one copy of all information mailed by the national headquarters, including Quill magazine.

Institutional

Section Four. Institutional members shall be:

Organizations identified with journalism, provided that the principal business (50 percent of revenue) of any corporation or corporate division seeking such membership shall be within the scope specified in Article One, Section Two.
College media outlets, under the subcategory of Collegiate Institutional membership.

Institutional members shall not vote or hold office.

Institutional membership shall be available subject to policies established by the national board of directors (hereinafter, the “Board”). Candidates for institutional membership shall be approved by the Society's executive director.

Student

Section Five. Student members shall be:

Students who have a demonstrated interest in journalism or whose serious interests or career plans are within the scope of the Society as defined in Article One, Section Two. These students must be in good standing as defined by their school.
Persons who were student members who have left school before receiving a degree, for up to three years after leaving school.
Professional members who have returned to school full-time.

Post Graduate

Section Six. Post Graduate members shall be:

Student members who have graduated.
Recent graduates who have a demonstrated interest in journalism or whose serious interests or career plans are within the scope of the Society as defined in Article One, Section Two.

Post Graduate members must become professional members within three years of graduation, or their memberships will be terminated. Members of the Society of Collegiate Journalists are eligible to join the Society as post graduate members immediately upon graduation from a college or university.

Fellow

Section Seven. Fellows of the Society shall be those on whom the Society wishes to confer high honor in recognition of their journalistic achievements.

Election shall be by the Board. Nominations for Fellows may be made by any chapter, community, or member, and it shall be up to the Board to solicit nominations.

A person elected to Fellowship who is not a member shall be initiated by the chapter or community

designated by the Board, and the normal initiation requirements are waived in such instances.

Fellows enjoy all the rights and privileges of membership, as defined in Section Eight below.

Section Eight. To remain in good standing, all members other than fellows and lifetime members must pay current national dues to enjoy the rights and privileges of a member in good standing, including but not limited to the right to hold office, the right to serve as convention delegates, or the right to vote in Society elections for candidates, and in any other ballot that the Society shall conduct of its members in good standing.

Associate

Section Nine. Associates shall not vote, hold national, chapter or community office, be delegates to the national convention, nor be counted in determining the voting strength of a chapter or community as defined under Article Ten, Section Four.

Associates may be:

Persons not eligible for membership in the Society who support the goals of the organization.
High school students who have a demonstrated interest in journalism or whose serious interests or career plans are within the scope of the Society as defined in Article One, Section Two.

Section Ten. Nominees for a new membership shall be approved by the headquarters staff and executive director. Appeals on eligibility can be made to the membership committee and then to the Board.

ARTICLE FIVE

Establishment and Operation of Chapters and Communities

Professional

Section One. A professional chapter may be established by twenty (20) or more professional members of the Society living or employed in any area, but no more than one professional chapter may be established in any one city. It is further provided that professional chapters may be established in locales outside the United States.

Section Two. A community may be established by twenty (20) or more professional members of the Society who share a common professional interest, regardless of geographic location, subject to review by the Board to ensure that the focus of the proposed community does not overlap with that of any existing community.

Section Three. National headquarters will bill professional members for national, chapter and/or community dues.

Section Four. Upon presentation of a formal petition and completion of established requirements, a group or organization of journalists may be granted a charter by the Board as a professional chapter or community of the Society. Charters of professional chapters and communities shall be granted upon approval by a majority vote of the Board.

Section Five. A student may join a professional chapter or community if the professional chapter or community admits students to membership and the student maintains membership in a campus chapter or the student attends an institution that does not have a campus chapter and is not served by a city- wide or area-wide student chapter. (See Article Five, Section Ten.)

A student who maintains membership in a campus chapter and a professional chapter or community will be considered a member of the campus chapter for purposes of Article Nine, Section Nine and Article Ten, Section Four.

Section Six. A professional chapter or community may initiate candidates to professional or student membership, provided that the candidates meet all requirements of the bylaws of the Society.

Section Seven. Each professional chapter and community shall submit an annual report to national headquarters in which it reviews its activities and accomplishments for the year and details its completion of minimum requirements of chapters and communities as spelled out by the Board.

Campus

Section Eight. Upon presentation of a formal petition and completion of established requirements, a group or organization of students may be granted a charter by the Board as a campus chapter of the Society.

Section Nine. A campus chapter may be established at any four-year or two-year university or college that has a school or department of journalism, or that offers courses of study relevant to the scope of the Society as defined in Article One, Section Two.

Section Ten. City- or area-wide campus chapters may be established by four-year and two-year universities or colleges within a radius of 75 miles, provided that at least one university or college involved has a school or department of journalism or offers courses of study relevant to the scope of the Society as defined in Article One, Section Two.

Governance

Section Eleven. Each professional chapter, community, and campus chapter shall have as officers a president, a president-elect or vice president, a secretary, and a treasurer or a secretary-treasurer. These officers shall be elected annually, or as according to the professional chapter, community or campus chapter bylaws. Each professional chapter, community or campus chapter shall maintain and submit to headquarters annually bylaws that are consistent with these national bylaws.

Section Twelve. The president and vice president or president-elect shall perform such duties as usually are performed by such officers. In addition, they shall perform those duties imposed elsewhere in the bylaws of the Society.

Section Thirteen. The secretary or secretary-treasurer shall carry on correspondence with the executive director of the Society, notifying the executive director immediately of professional chapter, community or campus chapter elections for officers and campus chapter advisers, furnishing all necessary records and reports relating to enrollment of members, and transmitting all monies in the manner prescribed by the national headquarters. The secretary shall inform the Society as to the condition of the professional chapter, community or campus chapter. The secretary shall maintain and keep up to date the professional chapter, community or campus chapter membership roll and keep careful records of the proceedings of all meetings.

Section Fourteen. The treasurer or secretary-treasurer shall have charge of all monies of the professional chapter, community or campus chapter and shall disburse funds upon proper authorization of the chapter's or the community’s officers. The treasurer shall keep records of all receipts, disbursements and balances. The treasurer shall authenticate all remittances sent by the professional chapter, community or campus chapter secretary to the executive director of the Society and shall make prompt and proper report upon the financial condition of the professional chapter, community or campus chapter as requested by the executive director of the Society. The treasurer shall produce all financial records of the professional chapter, community or campus chapter for inspection on demand by the executive director, any national officer or, in the case of a chapter, the regional coordinator from the region in which the professional chapter, community or campus chapter is located.

Section Fifteen. For failure to meet financial obligations or otherwise to conduct itself according to the Society bylaws or Board policies, a professional chapter, community or campus chapter may be declared probationary, inactive or have its charter revoked by a majority vote of the Board. Any such actions may be appealed to the Board through the process described in the board policies.

Section Sixteen. Each member of the Society in good standing who is a member of at least one chapter shall have a designated home chapter. The member’s default home chapter shall be determined on the basis of the postal address used by the Society to communicate with the member. A member of the Society who is a member of two or more chapters may select a chapter other than the default chapter to be his or her home chapter by notifying the Society in a manner to be determined by the Society. Members must maintain the same home chapter for all purposes. In order to vote in regional elections, serve as a chapter delegate, or be counted toward the allocation of chapter delegates, the Society must receive notice of the member’s choice of a home chapter no later than 90 days before the balloting begins. (See Article Five, Section Five; Article Nine, Section Nine; Article Ten, Section Four.)

Section Seventeen. The national headquarters shall determine the status of all Society professional chapters, communities or campus chapters annually.

Section Eighteen. Upon the decision to revoke the charter of any professional chapters, communities or campus chapters, pursuant to Section Fifteen of this Article, or otherwise, the professional chapter, community or campus chapter governing body may direct distribution of any remaining funds in the following ways: in the case of a professional chapter, to another adjoining active professional chapter then in good standing, or in the case of a community to another active community then in good standing; to the Society; or to the Society of Professional Journalists Foundation. In the absence of action by the governing body of the professional chapters, communities or campus chapters within 60 days of termination, the Board shall choose from among the same destinations.

Campus Chapter Adviser Role in Governance

Section Twenty. Each campus chapter shall have a chapter adviser who shall be recognized as the representative of the Board and the Society. The adviser shall be chosen from among the professional members of the Society.

Section Twenty-One. The chapter adviser shall attend chapter meetings regularly, and assist the chapter whenever possible, to find a permanent place of safekeeping for the documents and records of the chapter and its officers.

ARTICLE SIX

Society Officers

Section One. The Society's officers shall be a president, a vice president and a secretary-treasurer.

Section Two. The officers shall be elected in accordance with procedures established in Article Nine of these bylaws, and shall hold office between successive elections.

Section Three. To serve as president or vice president a person (1) must be a member in good standing of the Society; and (2) must previously have served as one of the following: (a) a member of the Board or the board of the Society of Professional Journalists Foundation; or (b) the chair of a national committee; or (c) president of a professional chapter or community and a current or former member of a national committee.

Section Four. A vacancy in the office of vice president or secretary-treasurer shall be filled by the Board with an appointee who meets the qualifications established by these bylaws. Should vacancies occur in both top offices, the board shall designate one of the elected directors to serve as acting president until the next election, when votes will be held to fill all three officer positions.

Section Five. The president shall be the chief executive of the organization and shall preside at the convention. The president shall have charge of the relations of the organization with other organizations and shall have the usual powers and duties of a president in accordance with the spirit of the bylaws. The president shall have authority to require a report from any chapter or national or chapter officer of the organization at any time. The president is authorized to appoint and assign duties to committees that the president deems necessary.

Section Six. The vice president shall succeed to the office of the president at the end of the president’s term. In the event of a vacancy in the presidency, the vice president shall serve in the president's absence or incapacity, and shall ascend to the presidency after serving the unexpired portion of the previous president’s term. However, if an appointed vice president fills a vacancy in the presidency, at the next election votes will be held to fill all three officer positions.

Section Seven. The secretary-treasurer shall be responsible for overseeing an accounting of all receipts and disbursements, assets and liabilities, and shall report to the president and to the Board.

ARTICLE SEVEN

Board of Directors

Section One. The Board shall be the executive body of the Society and shall determine the priorities of the Society’s business in furtherance of its mission and shall see to it that they are implemented by exercising the following authority, as enumerated in Section Two below.

Section Two. The Board shall determine its own written rules of procedure, including procedures for selecting appointed directors, and these acts shall be made in public board meetings and duly recorded in a manner where they are readily available for reference.

The Board shall take actions in furtherance of maintaining the fiscal integrity of the Society by keeping it financially solvent.

The Board shall determine the boundaries for regions. It shall encourage and assist professional chapters and communities in carrying on activities of a professional nature in furtherance of the Society's aims and to enhance and strengthen the professional aspects of journalism. The Board is authorized to appoint and assign duties to committees that it deems necessary.

Section Three. No member of the Board shall receive, directly or indirectly, any salary or compensation from the Society, other than properly documented expenses incurred while on the Society’s business in accordance with the reimbursement guidelines for board members.

Section Four. The Board shall be composed of the national officers, four (4) directors to be elected at large to serve staggered terms of two (2) years, and two directors, who may be members or nonmembers of the Society, appointed by vote of the officers and elected at-large directors to serve terms of one (1) year, or until their successors have been appointed. In any year during which no student or academic institution faculty member is serving as an officer or at-large director, the officers and at-large directors shall appoint a student or faculty member to serve as one of the two appointed directors.

Section Five. Any at-large or appointed director vacancy shall be filled by vote of the remaining members of the Board. If the position so filled is of an elected member, the replacement member of the board shall serve until the next election, at which time a vote will be held to fill the unexpired portion, if any, of the term for which the predecessor was elected. If the position so filled is of an appointed member, the replacement member of the board shall serve the unexpired portion of the term for which the predecessor was appointed.

Section Six. The Board may declare any national office or the position of any director vacant if the board determines the incumbent has failed to perform the duties of the office or no longer meets the qualifications for the office. Such action shall require approval of two-thirds of the members of the board. Any elected person whose removal will be considered shall be notified in writing 14 days in advance that the board may take such action. The Board shall notify all professional chapters, communities and campus chapters of that meeting 14 days in advance.

Section Seven. The Board shall meet at least annually. Additional meetings may be scheduled at the call of the President or of a majority of the members of the board. All meetings shall be open to the public, except when the board is discussing confidential matters including, but not limited to, personnel, privileged communications with legal counsel, and contracts. All in-person and electronic meetings of the board shall be live-streamed to permit public remote viewing. Meeting agendas and documents shall be available for viewing on the Society’s website at least 72 hours in advance of the scheduled meeting. Robert's Rules of Order Newly Revised shall be the authority for all matters of procedure not specifically covered by these bylaws.

ARTICLE EIGHT

Regional Coordinators

Section One. Regional coordinators shall be elected by members of the Society from their respective regions pursuant to Article Nine of these bylaws.

Section Two. Regional coordinators shall be elected to two-year terms. Elections shall be staggered so that terms of approximately half the regional coordinators expire each year.

Section Three. No person shall serve as a regional coordinator for more than six months in which the regional coordinator does not live in the region where elected or appointed to serve.

Section Four. The Board may declare any regional coordinator position vacant if the board determines the incumbent has failed to perform the duties of the office or no longer meets the qualifications for the office. Such action shall require approval of two-thirds of the members of the board. Any regional coordinator whose removal will be considered shall be notified in writing 14 days in advance that the board may take such action. The Board shall notify all professional and campus chapters in the region affected of that meeting 14 days in advance.

Section Five. Any regional coordinator vacancy shall be filled by vote of the Board. The replacement regional coordinator shall serve until the next election, at which time a vote will be held to fill the unexpired portion, if any, of the term for which the predecessor was elected.

Section Six. The regional coordinators shall be responsible for organizing, guiding and supervising, and stimulating the activity of each chapter in their regions.

ARTICLE NINE

Elections

Section One. There shall be an election annually during the convention or, if no convention is scheduled, during the fourth week of September, to elect the Society’s vice president, secretary-treasurer, and to fill the positions of elected at-large directors and regional coordinators whose terms are expiring. The ballot shall include any membership referendums for resolutions or amendments to these bylaws proposed pursuant to the procedures in Article Eleven and Article Fifteen.

Section Two. There shall be established a Nominating Committee as a standing committee chaired by a member of the Society who is appointed by the president, providing that the member is not a member of the Board. The Nominating Committee is responsible for recruiting and screening nominees who wish to be elected officers or at-large directors, recommending individuals to serve as appointed directors, and recruiting and screening nominees who wish to be elected regional coordinators.

Section Three. No later than 120 days before the election, the Nominating Committee shall forward to the Board and executive director a preliminary list of qualified candidates for each officer, director and regional coordinator position to be filled. (See Article Six, Section Five.)

Section Four. No later than 45 days before the start of balloting, the Board shall publish the names and qualifications of candidates for elective office and for at-large director and regional coordinator positions to the Society’s membership.

Section Five. Any member of the Society in good standing may nominate a candidate or candidates to run against candidates submitted pursuant to Section Three of this Article. Nominations must be received by the president no later than six weeks before the start of balloting; however, if no candidate has been nominated for a particular office, the deadline shall be extended for that position to four weeks before the start of balloting. Nominations must include a statement of the candidate’s qualifications to hold the office for which nominated. Upon verification that a candidate nominated in this way is a member of the Society in good standing, is qualified to hold the office for which the member is being nominated, and is willing to serve if elected, the Board immediately shall publish the names of candidates and their qualifications by the same method used pursuant to Section Four of this Article.

Section Six. National staff and officers will do everything feasible to facilitate interactive forums online for each candidate to respond to members’ comments and questions.

Section Seven. The voting shall be conducted electronically by secret ballot beginning at the end of the opening General Membership Meeting of the convention and ending one hour before the start of the closing General Membership Meeting. In a year when no convention will be held, either in person or electronically, balloting will begin at 12:01 a.m. Eastern Time on a date in the fourth week of September set by the Board, and balloting shall remain open for at least 48 hours. Ballots shall be cast using a system established by the executive director with the approval of the Board.

Section Eight. All members of the Society in good standing seven days prior to the date and time balloting begins shall be eligible to vote for officers and at-large directors and for any referendums for the general membership in good standing that may appear on the ballot.

Section Nine. Each member of the Society in good standing may vote in the election for the regional coordinator representing his or her home region. The member’s home region shall be determined on the basis of the member’s home chapter, or in the case of members unaffiliated with a chapter, by the postal address used by the Society to communicate with the member. If a member of the Society is a member of two or more chapters, including those in different regions, the member may select his or her home chapter in the manner described in Article Five, Section Sixteen. Members must maintain the same home chapter for all purposes.

Section Ten. A committee appointed by the president shall count the ballots and report the results of the election to the membership at the closing General Membership Meeting of the convention. In a year when no convention is held, the committee shall report the results to the Board no later than eight hours after balloting is closed, and the board shall immediately publish the outcome of the election to the membership in a way that is publicly available.

ARTICLE TEN

Convention

Section One. The membership shall have sole authority to ratify any proposals on the ballot for (1) resolutions or (2) bylaw amendments in referendums that shall be held during the convention, or in a year without a convention, that shall be held during the annual election. (See Article Nine, Section One.)

Section Two. Robert's Rules of Order Newly Revised shall be the parliamentary authority for all matters of procedure not specifically covered by these bylaws.

ARTICLE ELEVEN

National Headquarters

Section One. A national headquarters office shall be maintained at a location to be designated by the Board.

ARTICLE TWELVE

Executive Director

Section One. An executive director shall be chosen by the Board to head the national headquarters. The executive director shall carry out the policies set forth by the president and board of directors, and by resolutions approved by the membership and resolutions that were previously approved by the delegates voting at convention.

Section Two. The executive director shall serve at the pleasure of the board. The salary and benefits shall be set by the Board.

Section Three. The executive director shall maintain a permanent record of the acts and of the expressions of policy of the Society. Each of such acts and expressions, whether originated by the Board or through resolutions approved by the membership, or through resolutions that were previously approved by the delegates voting at convention, shall be indexed in the permanent record and made readily available for reference both by the serial number and by the nature of its subject matter.

ARTICLE THIRTEEN

Finance

Section One. National membership dues, as established by the Board, shall be payable at the time of or before initiation and annually thereafter. Dues shall include membership and a subscription to Quill magazine. Any annual dues increase in excess of five percent (5%) shall not become effective unless ratified by a majority of the members casting ballots in a referendum that shall occur at the same time and in the same manner as the annual election. (See Article Nine, Sections One, Seven and Eight.)

Section Two. The entire membership fee shall be remitted to the executive director of the Society. The initiate’s name shall not be entered upon the rolls of the Society until such payment has been received, and a person not so recorded is not a member of the Society.

Section Three. Members holding lifetime memberships shall pay a one-time fee approved by the Board. Retired members shall be assessed one-half of the lowest professional membership rate.

Section Four. Dues for institutional members and full-time professional staff of the Society shall be established by the Board.

Section Five. The executive director, with guidance from the board, shall have the authority from time to time to offer membership discounts.

ARTICLE FOURTEEN

Amendment

Section One. Origination. Proposals to amend these bylaws may only appear on the ballot if they have been discussed in a public meeting of the national board of directors at least 60 days before the annual election, whether the idea originated with the Bylaws Committee, with the Board, or with a member in good standing. The presence of the Bylaws Committee chair or the chair’s designate shall be required at this meeting. Any member wishing to suggest a bylaw amendment may contact the Bylaws Committee before this meeting.

Section Two. Review. The Bylaws Committee shall submit any proposed amendments that do not conflict with laws or with the Society’s Code of Ethics to a minimum 45-day comment period open to all members in good standing in a manner consistent with the board policy on public comment periods and with the Society’s communications with members. Should the Bylaws Committee not advance a proposal to public review, members may petition in the manner set forth in Section Four below. The Bylaws Committee may only submit proposals to amend these bylaws to the Board upon completion of this comment period, which may begin at any point so long as it is concluded before the board meeting described in Section Three below.

Section Three. Referral to the ballot. The Board shall decide in a public meeting whether to advance proposals to amend these bylaws for ratification by the membership in good standing in an annual referendum no later than 60 days before the next annual election. The presence of the Bylaws Committee chair or the chair’s designate shall be required at this public meeting. The Board may amend the proposed changes, provided that the Bylaws Committee chair or the chair’s designate agrees. At least five board members must vote in favor of advancing a proposal to amend these bylaws to a membership referendum. Should the Board reject a proposal to amend these bylaws, whether the proposal originated by petition or not, members may petition as set forth in Section Four below.

Section Four. Petition. Members of the Society may petition to advance a proposal to amend these bylaws, including against the recommendation of the Board or of the Bylaws Committee, in the manner set forth below.

The leaders of a minimum of twenty percent (20%) of the chapters and communities considered as active in good standing may request that the executive director create a petition. The executive director shall immediately create the petition in a timely manner and shall confirm that all signatories of the petition are members of the Society in good standing.
The petition process may not be used to amend proposals drafted by the Bylaws Committee, whether by the Board, by the petitioners or otherwise.
The petition shall remain open until the required number of signatures has been reached, as set forth in Subsection (d) below, up until 45 days before the annual election to allow time for the membership notification in Section Five below.
A petition shall be considered successful when it has obtained the signatures of at least five percent (5%) of the membership in good standing.
Following a successful petition made in this manner, the proposal shall be sent to members at the same time and in the same manner as proposals approved by the Board and shall appear on the ballot in the same manner as proposals approved by the Board, as set forth in Sections Five and Six below.

Section Five. Notification. The exact wording of proposed amendments to these bylaws shall be sent to all members of the Society in good standing no later than 30 days before the annual election in which the proposed amendments will appear on the ballot. (See Article Nine, Sections One, Seven and Eight.)

Section Six. Balloting. A proposal to amend these bylaws must be ratified by at least two-thirds of members voting on the question, provided that the number of ballots cast on that question is at least 70 percent of the total cast in the annual election.

Section Seven. Amendments ratified by the membership shall become effective immediately, unless otherwise specified in the ballot.