AOJ Bylaws

The following material is preserved from the original AOJ website as of December 2016 and should be considered historical.

For the sake of historical preservation, the original 2004 and 2014 AOJ Bylaws are presented below.
The most recent AOJ Bylaws can be found here.


ASSOCIATION OF OPINION JOURNALISTS BY-LAWS
Founded in 1947 as the National Conference of Editorial Writers (NCEW). Amended 12/15/11

Article I.

Preamble/Name

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.


Article II.

Membership

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.

  1. 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.
  2. The board shall remove from membership those who no longer qualify.
  3. The membership committee shall have the responsibility of approving the qualifications of all applicants and may approve reinstatement of former members.
  4. 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.
Article III.


Governance

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. 

  1. 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.
  2. The officers shall comprise the executive committee, empowered to make decisions on behalf of the board during intervals between meetings.
  3. 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.
  4. The convention chair serves a one-year term.
  5. The Masthead editor and the website editor serve at the pleasure of the president and may be re-appointed.
  6. 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.
  7. The board shall meet at least once during the period between the annual meetings of the association.
  8. 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.
Article IV.


Committees

  1. 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.
  1. 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.
  2. 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.
  3. The professional committee shall be composed of all past presidents.
  4. All other committees are designated by the board. Committee chairs serve at the pleasure of the president.?
Article V.


Meetings

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.


Article VI.

Limitation of Personal Liability of Directors; Indemnification of Directors, Officers and Other Authorized Representatives.

  1. 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.
  1. 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:
      1. One or more officers or employees of the organization whom the director reasonably believes to be reliable and competent in the matters presented;
      2. 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;
      3. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.

Article VII.

Miscellaneous.

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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


BYLAWS OF THE ASSOCIATION OF OPINION JOURNALISTS FOUNDATION, INC.

Formerly the National Conference of Editorial Writers Foundation, Inc

[Unofficial updates... 

The AOJ Foundation continues under these bylaws, as amended and with further amendment pending.

The AOJ professional association membership voted in September 2014 to dissolve the association as a Pennsylvania corporation and authorized the officers and directors to continue in office during that process and to transfer all remaining AOJ association assets to the AOJ Foundation. 

The Foundation trustees appointed a committee to draft revisions to these Foundation bylaws to facilitate the Foundation's expanded role, taking in the membership of AOJ and continuing relevant AOJ activities that are consistent with law and IRS regulations. 

The committee reported with a draft of revised bylaws that was approved provisionally by the trustees meeting in Washington DC April 26, 2015, subject to attorney's review and further revision if necessary. 

We plan to post that revised draft for members' information when a typographically clean digital copy is available. (5/8/15 JM)

ARTICLE I

TRUSTEES

SECTION 1: GENERAL POWERS

Last amended 04/23/12

The business and affairs of the Corporation shall be managed under the direction of its Board of Trustees consisting initially of those individuals named in the Articles of Incorporation. In addition to the powers expressly conferred upon them by these Bylaws, the Board of Trustees may exercise all the powers of the Corporation. From time to time, the Board of Trustees may delegate to officers of the Corporation such powers and duties as it may see fit in addition to those specifically provided in these Bylaws. The Trustees serving as such from time to time shall be the members of the Corporation

SECTION 2: NUMBER AND TENURE

The Board of Trustees shall be elected by the Trustees holding office from time to time. The Board of Trustees must at all times include the president and the secretary/treasurer of the Association of Opinion Journalists Board of Directors. No fewer than two nor more than three non-members of AOJ shall be entitled to be on the Board of Trustees at any particular time. The Trustees shall hold office for staggered terms of three years and until their successors shall have been elected and qualified, provided, however, the initial Trustees shall serve such terms of one, two or three years as the Board of Trustees shall determine. The number of Trustees may, by vote of a majority of the entire Board, be decreased to not less than five. The Board of Trustees shall keep minutes of its meetings and a full account of its transactions.

SECTION 3: REGULAR MEETINGS

A regular annual meeting of the Board of Trustees shall be held each year on a day and at a time and place to be determined by the President or the Trustees. Other regular meetings shall be held on such dates and at such times as may be designated from time to time by the President or by the Trustees.

SECTION 4: SPECIAL MEETINGS

Special meetings of the Board of Trustees may be called by the President or by twenty-five percent (25%) of the Trustees.

SECTION 5: PLACE OF MEETINGS.

The Board of Trustees may hold its regular and special meetings at such place within or without the Commonwealth of Pennsylvania as it may from time to time determine. The absence of such determination, regular and special meetings of the Board of Trustees shall be held at the principal business office of the Corporation.

SECTION 6: NOTICE

Notice of the place, day and hour of every regular and special meeting shall be given to each Trustee:

  1. By notice in writing mailed postage prepaid not later than the third day before the day set for the meeting and addressed to the Trustee’s last known post office address according to the records of the Corporation;
  2. By telegraphic or telephonic communication or by notice in writing delivered personally or left at the Trustee’s residence or usual place of business not later than the second day before the day set for the meeting.
No notice of the time, place or purpose of any meeting need to be given to any Trustee, who, in writing executed and filed with the records of the meeting either before or after the holding thereof, waives such notice or who attends the meeting.


SECTION 7: QUORUM

The presence of a majority of 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 participates

SECTION 8: VACANCIES.

Any vacancy occurring in the Board of Trustees or created by an increase in the number of Trustees may be filled by a majority of the remaining Trustees. A Trustee elected to fill a vacancy shall be elected for the unexpired term of the predecessor in office.

SECTION 9: REMOVAL.

At any meeting of the Trustees called for the purpose any Trustee may, by vote of a majority of the other Trustees, be removed from office, with or without cause, and another may be elected in the place of the person so removed to serve for the remainder of the term.

SECTION 10: COMPENSATION.

Trustees shall receive no compensation for their services as such but may, by resolution of the Board of Trustees, be allowed reimbursement for their expenses actually and reasonably incurred on behalf of the Corporation.

SECTION 11: INFORMAL ACTION BY TRUSTEES.

Any action of the Trustees may be taken without a meeting if a consent in writing setting forth the action taken is signed by all Trustees and filed with the minutes of the Corporation.

SECTION 12: ELECTRONIC COMMUNICATIONS.

Members of the Board of Trustees or any committee thereof may participate in a meeting of the Board or such committee by means of a conference telephone, by e-mail, or similar communications equipment by means of which all persons participating in the meetings can hear each other at the same time and participation by such means shall constitute presence in person at the meeting.

ARTICLE II

OFFICERS

SECTION 1: IN GENERAL.

The officers of the Corporation shall consist of a President, a Vice-President, a Secretary, and a Treasurer, and whenever deemed advisable by the Board, one or more Assistant Secretaries, Assistant Treasurers or additional Vice-Presidents. Each officer of the Corporation shall hold office for a term of one year and until his or her successor shall have been elected and qualified. The President shall be chosen from among the Trustees. Any two offices, except those of President and Vice- President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity, when such instrument is required to be executed, acknowledged or verified by any two or more officers. The Board of Trustees may from time to time appoint such other agents and employees, with such powers and duties as the Board may deem proper.

SECTION 2: PRESIDENT

The President shall be the Chief Executive Officer of the Corporation. He shall, when present, preside at all meetings of the Trustees; he shall have general management and direction of the activities of the Corporation and all powers ordinarily exercised by the president of a corporation, he shall have authority to employ an administrator or such other persons, at salaries fixed by resolution of the Board of Trustees, to assist him in the general management and direction of the activities of the Corporation, he shall have authority to sign and execute, in the name of the Corporation, all deeds, mortgages, bonds, contracts or other instrument to be executed on the Corporation’s behalf.

SECTION 3: VICE-PRESIDENT

In the absence of the President or in the event of his inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in order of their election or designated seniority) shall perform the duties of the President, and when so acting, shall have and may exercise all the powers of the President. Any Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Trustees.

SECTION 4: SECRETARY

The Secretary shall keep minutes of the meetings of the Board of Trustees, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, be custodian of the corporate records and of the seal of the Corporation, and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Trustees.

SECTION 5: TREASURER

If required by the Board of Trustees, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Trustees shall determine, the cost of which shall be borne by the Corporation. He shall have charge and custody of all funds and securities of the Corporation, receive and give receipts for monies due to the Corporation, and deposit all such monies in the name of the Corporation in such banks or other depositaries as shall from time to time be selected by the Board of Trustees. In general, he shall perform all the duties as from time to time may be assigned to him by the President or by the Board of Trustees.

SECTION 6: ASSISTANT OFFICERS

Each Assistant Secretary and Assistant Treasurer (if any) shall hold office for such period and shall have such authority and perform such duties as the Board of Trustees may prescribe.

SECTION 7: COMPENSATION

No officers shall receive any compensation for their services as such but may, by resolution of the Board of Trustees, be allowed reimbursement for their expenses, actually and reasonably incurred on behalf of the Corporation.

SECTION 8: REMOVAL.

The Board of Trustees shall have the power to set the term of any officer and at any regular or special meeting to remove any officers with or without cause. The Board may authorize any officer to remove subordinate officers.

SECTION 9: VACANCIES.

The Board of Trustees at any regular or special meeting shall have the power to fill a vacancy occurring in any officership.
 

ARTICLE III

COMMITTEES

SECTION 1: EXECUTIVE COMMITTEE OF TRUSTEES

The Board of Trustees, by resolution adopted by a majority of the Trustees in office, may designate from among its members an Executive Committee consisting of such number of Trustees as may be specified in the resolution, which Committee, to the extent provided in such resolution, shall have and exercise the authority of the Board of Trustees in the management of the Corporation, except that such Committee shall have no authority to amend, alter or repeal the Bylaws, to elect, appoint or remove any Trustee or officer of the Corporation, or to approve any charter document required to be filed with the Department of State of the Commonwealth of Pennsylvania.

SECTION 2: OTHER COMMITTEES

The Board of Trustees may by resolution constitute and appoint such other committees to perform such other duties and functions as the Board may deem appropriate.

SECTION 3: TERM OF OFFICE

Each member of every committee shall continue in office at the pleasure of the Board of Trustees.

SECTION 4: CHAIRMAN

One member of each committee shall be appointed chairman, either directly by the Board of Trustees or in such other manner as the Board of Trustees may prescribe.

SECTION 5: QUORUM

Unless otherwise provided in the resolution of the Board of Trustees designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

SECTION 6: RULES

Each committee may adopt rules for its own government not inconsistent with the Articles of Incorporation, with the Bylaws, with rules adopted by the Board of Trustees, or with any applicable law of the Commonwealth of Pennsylvania.

ARTICLE IV

CONTRACTS, CHECKS, DEPOSITS AND GIFTS

SECTION 1: CONTRACTS.

The Board of Trustees may authorize any officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 2: CHECKS, DRAFTS, ETC.

All checks, drafts or others for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board of Trustees.

SECTION 3: DEPOSITS

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks or other depositaries as the Board of Trustees may select.

SECTION 4: GIFTS

The Board of Trustees may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.

SECTION 5: ANNUAL REPORT OF THE BOARD

The board shall direct the President and 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 annual report of the Board shall be filed with the minutes of the annual meeting of the Board.

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.


ARTICLE V

SUNDRY PROVISIONS

SECTION 1: FISCAL YEAR.

The fiscal year of the Corporation shall be the calendar year unless some other fiscal year be specified by resolution of the Board of Trustees.

SECTION 2: SEAL.

The seal of the Corporation shall be circular in form with the name of the Corporation inscribed around the outer edge, and in the center shall be inscribed the word “Pennsylvania” and the year of incorporation. In lieu of affixing the corporate seal to any document, it shall be sufficient to meet the requirements of any law, rule, or regulation relating to a corporate seal to affix the word “(SEAL)” adjacent to the signature of the authorized officer of the Corporation.

SECTION 3: AMENDMENT TO BYLAWS.

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted, by a majority of the entire Board of Trustees at any regular meeting or at any special meeting called for that purpose.


ARTICLE VI.

LIMITATION OF PERSONAL LIABILITY OF TRUSTEES; INDEMNIFICATION OF TRUSTEES, OFFICERS AND OTHER AUTHORIZED REPRESENTATIVES.

A) LIMITATION OF PERSONAL LIABILITY OF TRUSTEES.

A Trustee 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 Trustee has breached or failed to perform the duties of his 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 Trustee pursuant to any criminal statute; or (b) the liability of a Trustee for the payment of taxes pursuant to local, state or federal law.

B) STANDARD OF CARE AND JUSTIFIABLE RELIANCE.

  1. A Trustee of the organization shall stand in a fiduciary relationship to the organization, and shall perform his duties as a Trustee, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he 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 duties, a Trustee 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:
    1. One or more officers or employees of the organization whom the Trustee reasonably believes to be reliable and competent in the matters presented;
    2. Counsel, public accountants or other persons as to matters which the trustee reasonably believes to be within the professional or expert competence of such person;
    3. A committee of the Board upon which he does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the Trustee reasonably believes to merit confidence.
  2. A Trustee shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause his reliance to be unwarranted.
  3. In discharging the duties of their respective positions, the Board, committees of the Board and individual Trustee 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.
  4. Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a Trustee 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 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 in connection with such action, suit or proceeding if he 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 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 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 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 acted in good faith and in a manner he 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 the 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 shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him 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 Trustees 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 Trustees 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 Trustee, officer, employee or agent of the organization or is or was serving at the

request of the organization as a Trustee, 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.

ARTICLE VII.

CONFLICT OF INTEREST

The purpose of this conflicts of interest policy is to protect the interests of the Association of Opinion Journalists Foundation, Inc. (Foundation), when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a covered person or might result in an excess benefit transaction. It is also intended to promote compliance with the Internal Revenue Service rules against private inurement and private benefit, as well as applicable state statutes addressing conflict transactions. This policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organizations.

Conflict of Interest: No covered person (as defined below) shall maintain substantial personal or business interests which conflict with those of the Foundation, and no covered person may participate in deliberations or act on any issue, matter, or transaction in which the Foundation has an interest, and the covered person may have an interest separate from the Foundation. Voting members of the governing board or any committee who receive compensation directly or indirectly from the Foundation, are prohibited from voting on matters pertaining to that member's compensation. A conflict of interest also exists in situations where a covered person is utilizing proprietary or inside information for his or her benefit, is acting in his or her own interests rather than the best interests of the Foundation, exercises undue influence over Foundation decisions, or is receiving favorable treatment by the Foundation because of his or her status as a covered person.

Covered Persons: All employees, officers, directors, Foundation committee members, board members and trustees, their close relatives (as defined below) and certain related organizations (as defined below).

Close Relative: Spouse, child (natural or adopted), parent and step-parent, inlaws (father, mother, brother and sister in-laws), grandchild, grandparent, brother or sister of a covered person, and any person with whom a covered person shares living quarters under circumstances that closely resemble a marital relationship or who is financially dependent upon the covered person.

Inside Information: Any material information that is identified as confidential and proprietary, pertaining to the business and affairs of the Foundation, whether related to a specific transaction or to matters pertaining to the Foundation's interests, activities, and policies.

Related Organization: Any organization (including a corporation, partnership, trust, estate, joint venture, public board, commission or not-for-profit organization) in which a covered person directly or indirectly owns or controls 5% or more of any voting security; or is a director, executive officer, executor, administrator, trustee, beneficiary, controlling partner, or otherwise serves in a fiduciary capacity or holds a substantial beneficial interest.

Conflict Procedure: A covered person having an interest in a contract or other transaction to be presented to the Board or a committee for authorization, or otherwise involved in a conflict of interest or appearance of a conflict as described herein, will disclose and bring the matter to the attention of the Board or committee prior to any decision on such matter. The body to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not

vote on, nor use his or her personal influence on, nor participate other than to present factual information or to respond to questions in the discussions or deliberations with respect to such matter.

Additionally, such person may not be counted in determining the existence of a quorum at any meeting where the matter is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participation, and whether a quorum was present. In all cases, conflicts of interest or circumstances giving rise to the appearance of a conflict must be disclosed in advance of initiating the activity giving rise to the conflict, and every effort will be made to avoid the conflict if possible. In cases where it is not possible to completely avoid a conflict or the appearance of a conflict, reasonable efforts will be made to mitigate the effects of the conflict.

All covered persons shall be given a copy and shall acknowledge receipt of this conflicts of interest policy. Failure to disclose an actual or possible conflict of interest as provided herein may be grounds for appropriate disciplinary and corrective action. 

(previously published online at http://opinionjournalists.org; posted to http://aoj.wildapricot.org 2014-09-10; reviewed 12/24/2014)