CODE OF REGULATIONS
THE PRESS CLUB OF CLEVELAND
(Adopted ________ ___, 1997)
1. Prospective members shall apply for membership in the Corporation b y completing a membership application and submitting it to annual dues and the initiation fee. The Board of Trustees shall evaluate each membership application. An applicant shall become a member of the Corporation if the Board of Trustees approves his or her application.
2. Members in good standing shall be those who have been approved for membership by the Board of Trustees and whose dues are currently paid.
3. Membership shall be open to all who are employed the media or in related professions, such as public relations, advertising and printing and those involved in professions or activities which bring them into regular contact with the media, such as law, politics, sports, creative arts or business, and others whose interests are compatible with those of the media.
4. Membership categories shall be determined by a majority vote of the Board of Trustees.
B. Dues: Annual dues and initiation fees for the various membership categories and the date on which they are payable shall be determined by the Board of Trustees.
C. Annual Meetings: The annual meeting of members shall be held at such time and on such date as may be fixed by the Board of Trustees and stated in the notice of the meeting for the consideration of reports to be laid before such meeting and for the transaction of such other business as may properly come before the meeting.
D. Special Meetings: Special meetings of members shall be called upon the written request of the president, by the trustees by action at a meeting, by a majority of the trustees acting without a meeting, or by twenty-five percent (25%) of the members of the Corporations entitled to vote thereat. Calls for such meetings shall specify the purposes thereof. No business other than that specified in the call shall be considered at any special meeting.
E. Notices of Meetings: Unless waived, written notice of each annual or special meeting stating the date, time, place and purposes thereof shall be given by personal delivery or by mail to each member entitled to vote at the meeting, not more than sixty (60) days nor less than ten (10) days before any such meeting. If mailed, such notice shall be directed to the member at the member’s address as the same appears upon the records of the Corporation. Notice shall be deemed waived by any member who shall participated in such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice, and any member may, either before or after any meeting, waive any notice required to be given by law or under these Regulations.
F. Place of Meetings: Meetings of members shall be held at the place determined by the Board of Trustees and stated in the notice thereof.
G. Voting: For purposes of voting on any matter properly submitted to the members for their vote, consent, waiver, release or other action, each member shall have one (1) vote. Any member may be represented at any meeting of members or vote thereat and exercise any other rights by proxy or proxies appointed in writing signed by such member. Voting at elections and votes on other matters may be conducted by mail.
H. Quorum: Those members present in person or by proxy at a meeting of the members, including the annual meeting, shall constitute a quorum for the transaction of business at a meeting unless required otherwise bylaw. An act of majority of the members present at a meeting in person or by proxy shall be an act of the membership.
I. Action Without Meeting: Any action which may be taken at any meeting of members may be taken without such meeting by a writing or writings signed by all of the members. The writing or writings evidencing such action taken without a meeting shall be filed with the secretary of the Corporation and inserted by the secretary of the Corporation in the permanent records relating to meetings of members.
Board of Trustees
A. Classes of Trustees:
There shall be two classes of trustees: Class M and Class O.
B. Number and Term of Office of the Trustees.
1. Class M Trustees: The number of Class M trustees shall be ten (10). Each Class M trustee shall be an employee of the media engaging in journalism or otherwise a working journalist at the time of his or her election. As used herein, “employee of the media” shall mean an individual who is employed by a person or entity that (i) disseminates news of general public interest (including news about business, public affairs and current events) and (ii) is a source to which the general public resorts for news. Whether an individual qualifies as a Class M trustee at the time of election or appointment to the Board of Trustees shall be determined by the consensus of a majority of the Nominating Committee, or in the absence of such consensus, the consensus of a majority of a quorum of the Board. In considering the slate of candidates recommended by the Nominating Committee for Board membership, the determination by the Nominating Committee that an individual qualifies as a Class M trustee may be overruled by the affirmative vote of a majority of the Board.
2. Class O Trustees: The number of Class O trustees shall be nine (9). A Class O trustee me be an employee of the media engaged in journalism, or a working journalist.
D. Election of Trustees:
The Class M and Class O trustees, as the case may be, shall be elected at the annual meeting of members as set forth herein, but when the annual meeting is not held or trustees are not elected thereat, they may be elected at a special meeting called and held for that purpose. As used herein, “year” shall mean the period from one annual meeting until the close of the next annual meeting, and if a trustee is elected at a special meeting, it shall mean the period from such special meeting until the close of the next annual meeting.
E. Term of Office:
At the 1997 annual meeting of members, (i) the members shall elect five (5) Class M trustees and five (5) Class O trustees. At the 1998 annual meeting of members, (i) the members shall elect five (5) Class M trustees and four (4) Class O trustees. Each elected trustee shall hold office for a term of two (2) years and until his or her successor is elected and qualified, or until his or her earlier resignation, removal from office or death.
A slate of candidates for Board membership shall be nominated by the Nominating Committee and approved by the Board. Candidates for Board membership shall be drawn from members of the Corporation. Members in good standing may advise the Nominating Committee of potential candidates and such advice shall be received by the Nominating Committee in writing no later than one (1) month prior to the annual meeting. The slate of Candidates nominated by the Nominating Committee and approved by the Board must be mailed at least two (2) weeks in advance of the meeting to each member entitled to vote thereat at the member’s address as the same appears upon the records of the Corporation. Except as otherwise provided in this Code or by law, no person is eligible for election to the Board unless such person is one of the candidates comprising the slate of candidates nominated by the Nominating Committee and approved by the Board.
G. Removal or Resignation:
Any trustee may be removed from the Board of Trustees for cause by a majority vote of the Board. Any trustee may, by notice in writing to the Board, resign at any time.
1. Vacancy: Vacancies in the Board of Trustees may be filled by a majority vote of the remaining trustees fro the remainder of the unexpired term. Members entitled to elect trustees shall have the right to fill such vacancy (whether or not the same has been temporarily filled by the remaining trustees) at any meeting of members called for that purpose, and any trustees elected at any such meeting of members shall serve until the next election of trustees and until their successors are elected and qualified. A vacancy exists if the number of trustees is less than nineteen (19) including, without limitation, if the voting members fail at any time to elect the whole authorized number of trustees.
2. Class M Trustee Vacancy: In filling a Class M trustee vacancy, first consideration shall be given to any class O trustee who, at the time of the vacancy, is an employee of the media. If a Class O trustee is nominated and elected to fill a Class M trustee vacancy, the Class O trustee shall automatically be removed as a Class O trustee and become a Class M trustee. The Class O trustee vacancy shall then be filled in accordance with subsection 1 hereof.
I. Quorum and Transaction of Business:
A majority of the whole authorized number of trustees shall constitute a quorum for the transaction of business, except with respect to the filling of a vacancy on the Board. Whenever less than a quorum is present at the time and place appointed for any meeting of the Board, a majority of those present may adjourn the meeting from time to time until a quorum shall be present. The act of a majority of the trustees present at a meeting at which a quorum is present shall be the act of the Board.
J. Annual Meeting:
Annual meetings of the Board of Trustees shall be held immediately following the annual meetings of members or as soon thereafter as is practicable. If no annual meeting of members is held, the annual meeting of the Board of Trustees shall be held immediately following any special meeting of members or as soon thereafter as is practicable.
K. Regular Meetings:
Regular meetings of the Board of Trustees shall be hold at such times and places, within or without the State of Ohio, as the Board of Trustees may, by resolution, from time to time determine. The secretary shall give notice of each such resolution to any trustee who was not present at the time the same was adopted, but no further notice of such regular meeting need be given.
L. Special Meetings:
Special meetings of the Board of Trustees may be called by the president, any vice president or any four (4) members of the Board, and shall be held at such times and places, within or without the State of Ohio, as may be specified in such call.
M. Attendance and Participation by Members:
The meetings of the Board of Trustees shall be open to members in good standing. Members attending a meeting of the Board of Trustees shall not address the Board without the consent of the president. Members shall not be entitled to notice of any meeting of the Board of Trustees.
N. Meetings Held Through Communications Equipment:
Meetings of the Board of Trustees or any committee of the Board may be held through communications equipment if all persons participating can hear each; and such participation shall constitute presence at such a meeting.
O. Notice of Annual or Special Meetings:
Notice of the time and place of each annual or special meeting shall be given to each trustee by the secretary or by the person or persons calling such meeting. Such notice need not specify the purpose or purposes of the meeting and may be given in any manner or method, provided it is given at such time so that the trustee receiving it may have reasonable opportunity to participate in the meeting. Such notice shall, in all events, be deemed to have been properly and duly given if mailed at least three (3) days prior to the meeting and directed to the address of each trustee as shown upon the secretary’s records and, in the event of a meeting to be held through the use of communications equipment, if the notice sets forth the telephone number, as shown upon the secretary’s records, at which each trustee may be reached for purposes of participation in the meeting, and states that the secretary must be notified if a trustee desires to be reached at a different telephone number. Notice shall be deemed to have been waived by any trustee who shall participate in such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice, and may be waived, in writing, by any trustee either before or after such meeting.
P. Action Without Meeting:
Any action which may be taken at any meeting of the Board, or of any committee thereof, may be taken without such meeting by a writing or writings signed by all of the members of the Board or of such committee, as the case may be. The writing or writings evidencing such action taken without a meeting shall be filed with the secretary of the Corporation and inserted by the secretary of the Corporation in the permanent records relating to meetings of the Board.
The trustees, shall serve without compensation for their services while acting in the capacity of trustees. Nothing herein contained shall be construed to preclude any trustee from serving the Corporation in any other capacity and receiving compensation therefore.
A. Board Committees:
The Board of Trustees may provide for such standing or special committees, as it deems desirable and discontinue the same at its pleasure. Each such committee shall consist of three (3) or more trustees elected by the Board, and shall have such powers and perform such duties or functions, not inconsistent with law, as may be delegated to it by the Board. A majority of the members of such committee present at any meeting thereof shall constitute a quorum. Board committees shall keep records and accounts of their proceedings and transactions. Any action by a Board committee shall be reported to the Board at its meeting next succeeding such action and shall be subject to control, revision and alteration by the Board, provided that no rights of third persons shall be prejudicially affected thereby. Vacancies in such committees shall be filled by the Board.
B. Nominating Committee:
The Nominating Committee shall consist of five (5) persons, of whom at lease one (1) shall be a member who does not serve on the Board of Trustees. The Nominating Committee shall submit to the Board of Trustees for the Board’s approval annually a slate of candidates for Board membership. Members of the Nominating Committee shall be appointed by the President.
C. Other Committees and Advisory Groups:
The Board may provide for such other committees and advisory groups, consisting in whole or in part of non-trustees, as it deems desirable, and discontinue the same at its pleasure. Each such committee and group shall be advisory to the Board and shall have such powers and perform such duties or functions, not inconsistent with law, as may be prescribe for it by the Board. Appointments to, and the filling of vacancies on, such committees and groups shall be the responsibility of the president unless the Board provides otherwise. Any action by any such committee or group shall be reported to the Board at its meeting next succeeding the Board, provided that no rights of third persons shall be prejudicially affected thereby. The president may, unless the Board provides otherwise, appoint one or more persons who may take the place of any absent member as alternate members of any such committee or group at any meeting.
The officers of this Corporation shall be a president, who shall be a trustee, a vice president of special projects, a vice president of memberships, a secretary and a treasurer. The Board may also elect such additional officers as it deems desirable. Any two or more offices, except those of president and secretary, may be held by the same person. Officers shall be elected by a majority vote of the Board and shall hold office until the date fixed by these Regulations for the annual meeting of the Board next succeeding the Election of such officers, and until their successors are elected and qualified.
The officers of this Corporation shall have such authority and perform such duties as are customarily incident to their respective offices and such other and further duties as may from time to time be required of them by the board.
A vacancy in any office due to death, resignation, removal, disqualification or otherwise may be filled by a majority vote of the remaining trustees for the unexpired portion of the term. In the event of a vacancy in the office of President, the Vice President for special projects shall perform the functions of President until the Board of Trustees fills such vacancy.
Any officer may be removed with or without cause by the affirmative vote of a majority of the Board.
Section 1. Authorization
A. In the event that any person who was or is a party or is threatened to be made a party to any threatened, pending or completed civil, criminal, administrative or investigative action, suite or proceeding seeks indemnification from the Corporation against expenses (including attorneys’ fees) and, in the case of actions other than those by or in the right of the Corporation, judgments, fines and amounts paid in settlement, actually and reasonable incurred by such person in connection with such action, suit or proceeding by reason of the fact that such person is or was a trustee, officer, employee, agent or volunteer of the Corporation, or is or was serving at the request of the Corporation as trustee, director, officer, employee, agent or volunteer of another corporation (domestic or foreign, nonprofit, or for profit), partnership, joint venture, trust, or other enterprise, then, unless such indemnification is ordered by a court, the Corporation shall determine or cause to be determined, in the manner provided in Section 1702.12 (E) (4) of the Ohio Revised Code, whether or not indemnification is proper in the circumstances because the person claiming such indemnification has met the applicable standards of conduct set forth in divisions (E) (1) and (E) (2) of Section 1702.12 of the Ohio Revised Code and, to the extent that it is so determined that such indemnification is proper, the person claiming such indemnification shall be indemnified.
B. Expenses including attorneys’ fees, incurred by a trustee, director, officer, employee, agent or volunteer in defending any action, suit or proceeding referred to in Paragraph A of this Section may be paid by the Corporation as they are incurred in advance of the final disposition of such action, suit or proceeding, as authorized by the trustees in the specific case upon receipt of an undertaking by or on behalf of the trustee, director, officer, employee, agent or volunteer to repay such amount if it ultimately is determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article.
C. The indemnification authorized by Paragraph A of this Section shall not be deemed exclusive of, and shall be in addition to any other rights granted to those seeking indemnification, pursuant to disinterested trustees, or otherwise, both as to action in their official capacities and as to action in another capacity while holding their offices or positions, and shall continue as to a person who has ceased to be a trustee, director, officer, employee, agent or volunteer and shall inure to the benefit of the heirs, executors, and administrators of such person.
D. For purposes of this Article, the term “Volunteer” is used as defined by Chapter 1702 of the Ohio Revised Code, as amended.
E. The Provisions of Section 1702.12 (E) (5) (a) (i) applicable to automatic advance payment of expenses shall not apply to this Corporation.
Section 2. Insurance.
The Corporation, to the extent permitted by Chapter 1702 of the Revised Code of Ohio, may purchase and maintain insurance or furnish similar protection including, but not limited to, trust funds, letters of credit or self-insurance for or on behalf of any person who is or was a trustee, officer, employee, agent or volunteer of the Corporation or is or was serving at the request of the Corporation as a trustee, director, officer, employee, agent or volunteer of another corporation (domestic or foreign, nonprofit, or for profit), partnership, joint venture, trust or other enterprise.
The fiscal year of the Corporation shall be the twelve –month period ending on the last day of December.
Voting of Interests Held by the Corporation
The president, in person or by proxy of proxies appointed by the president, shall, on behalf of the Corporation, vote, act and consent with respect to any shares or other securities or interests having voting rights which the Corporation may own, as the president may in his or her discretion determine to be in the best interests of the Corporation, unless otherwise directed by the Board or by a committee of the Board authorized to act for it with respect to such matters.
Records of Members and Trustees
The secretary of the Corporation shall keep or cause to be kept a book, which may be included in and be a part of the book containing the minutes of meetings of members and of trustees, in which shall be written in ink, or typed, the names of all members and trustees, together with the last known address of each member and trustee. There shall also be stated therein the date upon which each member or trustee became such, and upon the termination of any membership or trusteeship for any cause, the facts relating thereto shall be recorded in said book, together with the date of such termination. It shall be the duty of every member and trustee, upon becoming such, to furnish forthwith to the Secretary of the Corporation, for inclusion in such record, his or her then address, and likewise to report promptly to the secretary for inclusion in such record any change in any such address.
These Regulations may be amended or repealed by the members at a meeting held for that purpose by the affirmative vote of a majority of the members by mail ballot; or by unanimous written action of the members without a meeting.