The name of the Corporation shall be Society for News Design Foundation, Inc.

The Corporation is organized exclusively for education, charitable and scientific purposes as meant within Section 501(c)(3) of the Internal Revenue Code, which include the following specified purposes:
1. To enhance the quality and availability of news graphics and design education.
2. To contribute, through education and research, to the news design and graphics profession.
3. To develop and improve, through education, the capabilities of those who have an interest in careers in the news design and graphics profession.
4. To take such actions as are appropriate to these purposes.

Section 1. Composition.
The Board of Trustees of the Corporation shall consist of not less than three (3) and not more than eight (8) trustees. The trustees shall consist of the Officers of the Corporation and up to four (4) other trustees who shall be appointed by the Chairman, in consultation with the President, to staggered, two-year or three-year terms.

Section 2. Qualifications.
All trustees shall be current members of the Society for News Design. The officers who serve shall have the qualifications specified in Article IV, Section 1.

Section 3. Responsibilities.
The Board of Trustees shall govern the business of the Corporation. It shall actively prosecute the Corporation’s goals and objectives and shall have the discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary. The Board may also employ such salaried staff members as it deems necessary.

Section 4. Compensation.
All voting members of the Board shall serve without compensation.

Section 5. Quorum.
A majority of the voting members of the Board of Trustees shall constitute a quorum. Those trustees participating by conference call shall be considered present. However, in no case shall a quorum be formed unless at least a third of the entire Board of Trustees is present. There may be no vote to appoint or remove a trustee, unless a majority of the entire Board of Trustees is physically present.

Section 6. Voting.
Each trustee except the Secretary is entitled to one vote, and a simple majority of a quorum shall be sufficient to pass a motion. The Secretary shall serve and an ex oficio nonvoting member of the Board.

Section 7. Meetings of the Board of Trustees.
The Board of Trustees shall meet at least twice a year. Dates, times and locations for the meetings shall be set by the President.

Section 8. Removal.
A trustee may be removed from the Board when a majority of the entire Board determines that the trustee is no longer a member of the Society for News Design or is no longer able to perform the functions of a Board member. A trustee may also be removed for acting in ways that are in conflict with the Corporation’s purposes, goals or activities or for unethical or illegal conduct.

Section 9. Resignation.
A trustee may resign by giving written notice to the President or the Secretary of the Board of Trustees. Resignation is effective immediately upon receipt of the notification.

Section 10. Vacancy.
When a vacancy on the Board occurs, the President shall appoint a new Board member. The appointment of the Board member so designated shall be of such length as to fill the remainder of the unfulfilled Board term.

Section 1. Election and Term of Office.
The Corporation shall have a Chairman, President, Secretary and Treasurer. The Chairman shall be the Vice President of the Society for News Design. The Secretary shall be the executive director of the Society for News Design. The Treasurer shall be the Treasurer of the Society for News Design. The President shall be appointed by the Chairman to a three-year term.

Section 2. Powers and Duties.
The Chairman shall preside over all meetings, shall have the authority to sign all legal documents in the name if the Corporation with the approval of the majority of the entire Board, and shall perform such other duties and functions as are necessarily incident to the office.
The President shall assume the duties of the Chairman in the latter’s absence and shall perform such other duties and functions as delegated by the Chairman.
The Secretary shall make and keep accurate written records for the Corporation, shall record the minutes of the Board of Trustees meetings, shall be custodian of all papers brought before the Board of Trustees for action, shall mail minutes of the meetings to all Trustees within five weeks after the meeting; and shall conduct all official correspondence of the Board of Trustees.
The Treasurer shall be responsible for supervising the financial management of the Corporation including keeping all financial records, preparing financial statements and establishing an operating budget. The Treasurer shall report to the Board regarding the financial status of the Corporation at least once a year at the annual meeting.

Section 3. Compensation.
The Chairman, President and Treasurer shall serve without compensation. The Secretary may receive compensation for services rendered.

Section 4. Vacancies.
In the event a vacancy occurs, either by removal or resignation, the vacancy shall be filled by the Chairman.

Section 5. Removal.
An officer may be removed for the same cause and by the same means as a Trustee as set forth in Section 8, Article III. Such vacancy shall be filled by the Chairman.

Section 1. Executive Committee.
There shall be an Executive Committee to manage the affairs if the Corporation. The members of the Executive Committee shall be the Chairman, the President, the Secretary and the Treasurer. The Secretary shall serve in an ex oficio capacity.

Section 2. Special Committees.
A majority of the Board may also pass a resolution to create special or ad hoc committees to conduct special events and fund-raising, or any other articles deemed necessary by the Board.

These bylaws may be amended by a 2/3 vote if the entire Board of Trustees.

Contributors or lenders to the Corporation shall not be deemed partners of the Corporation for any purpose, and shall not be liable for the acts or omissions of the Corporation or any other contributor, trustee, officer, employee or agent of the Corporation. No trustee, officer, employee or agent of the Corporation shall be individually liable for the acts or omissions of any contributor, trustee, officer, employee or agent of the Corporation.

The Corporation shall indemnify each of its current and former trustees, officers and employees against reasonable expenses (including attorney’s fees) actually and necessarily incurred in connection with the defense of any action, suit or proceeding in which he/she is made a party by reason of being or having been a trustee, officer or employee, except in relation to those matters which he/she shall be found to be liable for negligence or misconduct in the performance of a duty. Expenses incurred in defending an action may be paid by the Corporation in advance of the final disposition of such action upon majority vote of the Board of Trustees provided, however, the trustee, officer or employee agrees, in writing, to repay such amount if he/she is not entitled to be indemnified by the Corporation under this article.

The Corporation may be dissolved upon majority vote of the entire Board of Trustees, provided, however, that all Trustees are physically present. The vote may not be taken by mail or proxy. Upon dissolution, the Board shall, after paying or making provisions for the payment of all liabilities of the Corporation, dispose of all the assets of the Corporation to an organization that qualifies for exemption under Section 510(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law).


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