Society of News Design

SNDCLT
About SND

Bylaws

THE BYLAWS OF THE SOCIETY FOR NEWS DESIGN
(as last amended by the membership, November 2013)

ARTICLE I — NAME
The name of this Society shall be the Society for News Design.

ARTICLE II — PURPOSE
The purposes for which the Society for News Design is organized are:

To encourage high standards of news journalism through design.

To serve as an international forum and a professional source for editors, designers and others interested in journalism and design, and to recognize the excellence of professional performance.

To work, with other professional groups, toward strengthening journalism design as a profession and newspaper publishing, in all its forms, as a business.

To take such actions as are appropriate to these purposes.

ARTICLE III — MEMBERSHIP
Section 1. Eligibility. Membership shall be open to anyone with a professional interest in news and news design. Each member shall have full and equal voting privileges on all matters brought before the membership.

Section 2. Dues. The Board of Directors, by a majority vote, shall have the authority to set annual dues. Non-payment of dues or other charges will be grounds for suspension of any member.

Section 3. Resignation. All resignations shall be made in writing to the Secretary or other authorized representative. If any resignation be made after payment is due, the member shall not be relieved from liability for such payment.

Section 4. Assent to Bylaws. By application, every member and prospective member assents to these bylaws.

ARTICLE IV — MEETINGS OF MEMBERS
Section 1. Annual Meeting. The annual meeting of the Society shall be held at a place and time specified by the Board of Directors.

Section 2. Special Meetings. Special meetings may be called by the President of the Society, or on written request of one-tenth of the members of the Society. No business shall be transacted at a special meeting except that for which the meeting is called.

Section 3. Quorum. A quorum shall be required for the transaction of business at both annual and special meetings. Forty (40) members shall constitute a quorum. If there be no quorum, the meeting shall adjourn until a quorum can be present.

Section 4. Notice of Meetings. The Secretary or other authorized representative shall give notice of all meetings by mail to each member specifying the date, place and time, and if a special meeting, the business to be considered. Announcement in a regular publication of the Society shall satisfy this requirement.

Section 5. Order of Business – Annual Meeting. The business at regular meetings shall include the following, but not necessarily in the order listed: Call to Order, Reports of Officers, Committee Reports (if any), Unfinished Business, New Business, Secretary’s Report, Elections, Adjournment.

ARTICLE V — ELECTIONS
Section 1. Nominating Committee. The Immediate Past President, or in the absence of an Immediate Past President, the Executive Committee, shall be charged with responsibility for the nominations. The Executive Committee will present nominee(s) to the membership at the annual meeting for election to fill each elected vacancy on the Board of Directors.

Section 2. Notice of Nominations. The report of the nominating committee shall be mailed to each member of the Society at least three (3) weeks prior to the annual election in the fall. Announcement in a regular publication of the Society shall satisfy this requirement. Ballots with spaces for write-in candidates will be accepted from the members of the Society. Election results will be announced on www.snd.org after a period of six weeks of voting.

Section 3. Nominations. The Executive Committee will seek nominations from the membership for the office of secretary/treasurer at least six weeks in advance of the annual meeting. Candidates for this office must be active members with a history of volunteerism to SND. The executive committee will establish criteria and the nomination process.

Section 4. Officer Ladder. The vice president and secretary/treasurer will advance to the office of president and vice president, respectively, unless a greater vote is won by a write-in option.

ARTICLE VI — BOARD OF DIRECTORS
Section 1. Responsibilities. The business of the Society shall be governed by its Board of Directors.

Section 2. Eligibility. Each Director shall be a member of the Society.

Section 3. Classes. The Directors shall be divided into two (2) classes: Officers and Appointed Directors. The Officers shall comprise the first class, and will be elected by the membership to hold office for one (1) year and until their successors are elected. The second class shall be the Appointed Directors, designated by the President. Appointed Directors shall be of two types: Regional and Program. Regional Directors, representing the membership by geography, shall serve terms of three (3) years and until their successors are appointed. Program Directors, representing the Society’s programs and activities, shall serve terms of three (3) years and until their successors are appointed; terms will be staggered so that only one-third of the Program Directors can be appointed during any year. The total number of Directors shall not exceed 35.

Section 4. Composition of the Board. The Board of Directors shall be composed of the Officers (President, Vice President, Secretary/Treasurer, Executive Director), and Appointed Directors, and the Immediate Past President. The Executive Committee of the Board of Directors shall consist of the Officers, Immediate Past President, and two “at-large” members who shall be elected from among the Appointed Directors by those Directors (one Regional Director and one Program Director): and three Directors from the Media/Journalism community at large, not necessarily SND members.

Section 5. Delegation of Authority. The Board of Directors shall have the power from time to time to delegate any of its powers that by law may be delegated to any committee member, officer or agent to act for and in place of the Board of Directors, when not in session and for special purposes.

Section 6. Meetings of the Board. The Board of Directors shall meet at least twice each year, once in the spring, once in the fall. One meeting will be held prior to the annual meeting of the membership, at the site of the annual meeting of the membership. The other site shall be designated by the president. Four (4) members of the Executive Committee, and at least six (6) Appointed Directors, will constitute a quorum. Those members of the board participating electronically shall be considered present.

Section 7. Replacement of Board Members. In case of death, inability to perform the functions of a Board Member, or disqualification from the Board, the President shall appoint a new Board Member. The appointment of the Board Member-designate shall be of such length as to fill the remainder of the unfulfilled Board term.

ARTICLE VII — OFFICERS
Section 1. Election. The Officers of the Society shall be a President who shall also be the Chairman of the Board of Directors, a Vice President who shall also be Vice Chairman of the Board of Directors, and a Secretary/Treasurer. The Executive Director will be an officer in the role of Corporation Secretary, for the legal purposes of managing the corporation. The Officers shall be elected by the members of the Society at the annual meeting, and shall assume office January 1 of the year immediately following the annual meeting. They shall hold office for one (1) year or until their successors are appointed in case of a vacancy.

Section 2. Appointments and Removals. All Officers and Directors of the Society may be removed or suspended for cause at any time by a majority vote of the Board of Directors. Appointees of the President may be removed by the President at any time, or by a majority vote of the Board of Directors.

Section 3. Duties of the President. The President shall preside over all meetings of the members of the Board of Directors at which the President may be present and shall exercise supervision and control over the implementation of the general policies of the Society, subject to the direction of the Board of Directors.

Section 4. Duties of the Vice President. It shall be the duty of the Vice President, in the absence or inability of the President to act, to exercise all the powers and discharge all the duties of the President. It shall also be the duty of the Vice President to maintain close contact with the Program Directors (except publications) in their roles as program and activity chairs, and any other duties specified by the President.

Section 5. Duties of the Secretary/Treasurer. It shall be the duty of the Secretary/Treasurer to maintain close contact with the Regional Directors, oversee all financial matters of the Society, supervise the publications of the Society and any other duties specified by the President.

Section 6. Duties of the Executive Director. The Executive Director of the Society shall be the Society’s chief administrative officer, and for the purposes of managing the corporation day-to-day, be considered the Corporate Secretary. The executive director is responsible to the Executive Committee, and shall confer regularly with the Society’s members on all matters of Society policy, and on major matters of the Society’s operations. The Executive Director shall be appointed by the Board of Directors, which shall have full power to fix the Executive Director’s salary and term of service.

ARTICLE VIII — COMMITTEES
Section 1. Standing and Special Committees. The Board of Directors shall determine the need for all Directors, and by appropriate resolution will set forth their duties and responsibilities.

ARTICLE IX — AMENDMENTS TO BYLAWS
Section 1. How Amended. These bylaws may be amended by a two-thirds vote of those present at any regular or Special Meeting, provided notice of the proposed change shall have been mailed by the Secretary or other authorized representative to each member at least two (2) weeks prior to such meeting (announcement in a regular publication of the Society shall satisfy this requirement). All proposed amendments shall first receive the approval of the Board of Directors.

AMENDMENTS TO THE BYLAWS OF SND
The original name upon incorporation in 1979 was “The Society of Newspaper Designers.”

The name was changed to “The Society of Newspaper Design” in September 1981.

1. The bylaws were adopted in October 1984.
2. The name change to the “Society for News Design” was approved by the membership in October 1997, in San Diego.
3. The insertion of the word “international” in Article II was approved by the membership in September 1998, in Philadelphia.
4. The rewrite of the bylaws to expand the board to include committee chairs as “Program Directors;” allow the board to expand the number of regions; and language to clean up gender references, was approved by the membership in Minneapolis, September 2000.
5. The bylaws were amended again in November 2002, in Savannah, Ga., and accepted by the membership, to “shorten” the officer ladder to three officers and to add three representatives from other journalism organizations to the Executive Committee.
6. The bylaws were amended in September 2010, in Denver, Colo., at a Special Meeting of the Membership, to clarify language in Article V, Section 1, to clarify how elections shall be conducted in the absence of an Immediate Past President; and to add to Article V Sections 3 and 4, establishing the process for officer nominations and formalizing the officer ladder.
7. The bylaws were amended in November 2013, in Louisville, Ken., to count as present at board meetings those attendees participating electronically.
8. The bylaws were amended in April 2015, in Washington, D.C., to remove the stipulation that ballots remain open and election results announced up to the time of the annual business meeting. Article V was changed to allow for election results to be announced electronically.
9. Article VI, Section 3 of the bylaws were amended in April 2015, in Washington, D.C., to provide for three (3) year terms instead of two (2) for Regional Directors.