Constitution

Preamble:

We, the members of the National Association of Black Journalists, believing that Black journalists nationwide should bind themselves together in an effort to increase Black employment in the media, to increase the number of Blacks in management positions, to encourage and educate young Blacks interested in pursuing a journalism career, and to monitor and sensitize all media to racism, do enact and establish this Constitution for the governance of our members.

CHAPTER 1.

Article 1. Name and Symbol.

Section 1. The name of the organization shall be National Association of Black Journalists, Inc.

Section 2. The symbol of the NABJ shall be the letters, N, A, B, J with an upright pen on the left and a hanging microphone on the right, and the “National Association of Black Journalists” surrounding it.

Section 3. The organization shall be known by the initials NABJ. The organization shall adopt a corporate seal as its official seal, which may include the date of incorporation, the symbol of NABJ, the initials NABJ, the place of incorporation, or such other necessary and desirable information.

Article ll. Purpose.

Section 1. The purpose of the NABJ shall be to bring about a union of Black journalists dedicated to truth and excellence in the news, and full equality in the industry in order:

(a) To expand and balance the media’s coverage of the Black community and Black experience.

(b) To encourage students to identify careers in journalism.

(c) To actively seek out and identify job opportunities for Black journalists, and to serve as a clearinghouse for such opportunities.

(d) To assist Black journalists in upgrading their skills for upward mobility toward managerial and supervisory positions.

(e) To strengthen the ties between Blacks who work in majority-owned media and Blacks who work in the Black-owned media.

(f) To sensitize the majority-owned media to racism.

(g) To award scholarships and internships to Black students.

(h) To be an exemplary group of professionals that honors excellence and outstanding achievement among Black journalists.

(i) To encourage journalism schools to appoint Black professors.

(j) To work with high schools to identify potential Black journalists.
(k) To do other activities that are not prohibited to non-profit corporations by Section 501 (c)(3) of the United States Internal Revenue Code, as amended, and the rulings and regulations thereunder.

Article III. Membership.

Section 1. The organization shall be composed of journalists, journalism professors, and students interested in pursuing a career in journalism, who are full members, associate members or student members of the organization.

Article IV. Compliance.

Section 1. This Constitution, adopted in conformity herewith, shall be in compliance with applicable federal, state or District of Columbia law governing the transaction of NABJ business.

CHAPTER 2.

Article 1. Officers of the Organization.

Section 1. Titles of National Officers. The officers of the organization shall be President, Vice President/Print, Vice President/Broadcast, Secretary, Treasurer, and Parliamentarian.

Section 2. Executive Board.
The Executive Board shall consist of the President, Vice President/Print, Vice President/Broadcast, Secretary, Treasurer, Parliamentarian and the Immediate Past President. The Executive Director shall be a non-voting member of the Executive Board.

The Executive Board shall share responsibility for the day-to-day management of the organization, and, consistent with such responsibility, may undertake any action that the Board of Directors may perform except if such action may, directly or indirectly, have a materially adverse impact on the Organization. Such action by the Executive Board shall be set forth in a written resolution thereof (and shall be pursuant to a meeting in person or by telephone). Such action may be ratified by the full Board of Directors. The Executive Board cannot rescind or overturn any action of the full Board.

Section 3. Duties and Descriptions of Officers. The duties and descriptions of the officers of the Organization, to wit, the President, Vice President/Print, Vice President/Broadcast, Secretary, Treasurer, and Parliamentarian shall be as specified in the Board Operating Procedures and may be amended by the NABJ Board of Directors from time to time.

Section 4. Board of Directors. The Board of Directors shall be 19 in number, and shall include the members of the Executive Board, all Regional Directors, the Immediate Past President, the Student Representative and an Associate Member Representative.

The Board of Directors may act when a quorum, consisting of 50 percent of the Board, is present. Terms of the Board of Directors shall be two (2) years.

Section 5. The Board of Directors shall, by majority vote, approve an annual operating budget for NABJ. The operating budget so approved shall, in accordance with generally accepted accounting principles, allocate expenses and disbursements as are usual and customary in the operation of similar businesses for the succeeding calendar year. The budget shall be presented by the President (or the President’s designees) and prepared by, or at the direction of, the Treasurer and the Executive Director. The parameters of the budget shall be presented to the membership at an annual meeting. The budget may be adopted appropriate to the section at any time and shall be adopted prior to the close of business on the last business day in such calendar year.

Section 6. Members. The overall governing body of the organization shall be the membership. Between national conventions, the Board of Directors shall be the governing body of the Organization, subject to the Constitution. The Board of Directors shall have no authority to alter or amend any action taken by the membership.

Article II. Eligibility for Office and Term of Office.

Section 1. Eligibility for Office. To be eligible for office in the organization, a candidate must be a full member in good standing with the organization. Associate members shall not be eligible to hold office in the organization, with the exception of the position of Associate Representative to the Board; nor shall student members be eligible for national office, with the exception of the position of Student Representative to the Board.

Section 2. Term of Office. All officers of the organization shall be elected at a national convention. The President shall serve a single, two-year term, and other national officers shall be retained in the same office no longer than two consecutive, two-year terms. Regional Directors shall also serve no longer than two consecutive, two-year terms.

CHAPTER 3.

Article 1. Powers and Duties of the Board of Directors and Removal of Appointed Personnel.

Section 1. Power and Duties of the Board of Directors.

(a) Executive Director. The Board of Directors shall have the authority to employ by contract, a person of suitable qualifications who, whenever possible, shall be an NABJ member; whose title shall be Executive Director, and whose duties shall be to operate the National Headquarters of the organization, subject to the supervision of the Board of Directors, pursuant to the direction of the Executive Board. The Executive Director serves at the discretion and direction of the Board.

The Executive Director’s salary shall be set by the Board of Directors. He or she shall be bonded in a sum to be determined by the Board of Directors.

Section 2. Responsibilities.

(a) General Responsibilities. It shall be the authorized duty of the Board of Directors to oversee existing Chapters, to approve the establishment of new Chapters, and, in general, to direct the business of NABJ between national conventions, subject to the approval of the membership.

(b) Meetings. The Board of Directors shall meet at least four times a year. Special Board of Directors meetings may be called by the President or by a majority vote of the Board of Directors. Rules governing notice of special meetings shall be established in the Board Operating Procedures.

CHAPTER 4.

Article 1. Composition of the National Membership.

Section 1. The national membership of NABJ shall be composed of the Board of Directors, Past Presidents, the Convention Chairperson(s), the founders of the organization, and all other members in good standing. Reference in this Constitution to a member of NABJ shall mean a full member unless the context otherwise specifies.

Section 2. Associate Members. Associate Members shall be admitted to national membership sessions, may voice a non-binding opinion, and may serve on committees, provided they do not comprise more than one-third of any committee. The Associate Representative to the Board may vote at Board meetings. Associate Members shall elect an Associate Representative to the Board at least once every two years in calendar years ending in an odd number. Associate Members may not vote in any other circumstances.
Section 3. Student Members. Student Members shall be admitted to national membership sessions, may voice a non-binding opinion, and may serve on committees, provided they do not comprise more than one-third of any committee. The Student Representative to the Board may vote at Board meetings. Student Members shall elect a Student Representative to the Board at least once every two years in calendar years ending in an odd number.

Student Members may not vote in any other circumstances.

Article ll. Membership Meeting, Powers and Voting.

Section 1. Purpose. The National Membership shall assemble at least once a year at such times and places as may be determined by the Board of Directors for the purposes of:

(a) Hearing and acting upon the reports of the President, Treasurer, the various Regional Directors, regional conferences and chapters.

(b) Providing education and professional development workshops.

(c) Providing a job fair primarily for those Black Journalists seeking job opportunities.

(d) Hearing and acting on such business that may be presented by the membership.

Section 2. Powers. Full Members shall have the power to:

(a) Adopt amendments to the Constitution.

(b) Elect national officers at least once every two years in calendar years ending in an odd number.

(c) To do such other things as may be necessary or appropriate for the good of the organization and its members.

Section 3. Voting and Voting Eligibility. Any member who is in good standing can vote in accordance with the Board Operating Procedures.

(a) A quorum of 51 percent of a majority of the voting membership must be present at the convention. The Membership shall have the authority to adopt, subject to ratification by simple majority of the NABJ Membership at a duly called and authorized annual meeting, any appropriate resolution, including, without limit, any emergency resolution.

CHAPTER 5.

Article 1. Chapters.

Section 1. Type of Chapters. The Chapters of the organization shall be two in kind: One made up of professional journalists and one made up of students interested in pursuing a career in journalism.

(a) Professional Chapters shall be located in such cities, municipalities, or areas the Board of Directors may approve, and shall be composed principally of Black journalists.

(b) Student Chapters shall be made up principally of Black college or university students interested in pursuing a career in journalism.

Article ll. Organization.

Section 1. A chapter of five or more Black journalists who meet the criteria of full membership may be considered for affiliate Chapter status if all of the following occur:
(a) The compatibility of the Chapter’s constitution with that of NABJ is determined by the Membership Committee. The Committee’s decision is final, unless overruled by a majority of the Board of Directors.

(b) The Chapter, at the time of its application for affiliate status, and at the time of the annual renewal of that status, submits to NABJ a membership list showing that two thirds of the affiliate members are eligible for NABJ status as full, associate or student members.

(c) The President and/or Chairperson of the local board and Vice President(s) of the Chapter are full NABJ members.

Section 2. A chapter of five or more students may form an affiliate Chapter if the Chapter meets the above criteria and has a full-time journalism professor or full member of NABJ. Student affiliate chapters also shall endeavor to have a full NABJ member as an adviser.

Article III. Membership Eligibility.

Section 1. Full Membership.

(a) Full membership shall be open to working journalists, i.e., writers, reporters, editors, newsroom managers, photographers and artists who produce, gather, disseminate and distribute news and who work for newspapers, television and radio stations, magazines and wire services.

(b) Full membership shall also be open to freelance journalists. Full-time journalists and those who earn a majority of their income from freelancing, who take leaves of absence, retain their membership status during the period of the leave.

(c) Full membership also shall be open to college and university journalism professors who had five years’ newsroom experience prior to joining academia.

(d) Those who held full membership in the NABJ at the time this Constitution was adopted will retain their status.

Section 2. Associate membership shall be open to all other media-related professionals if their goals and purposes are consistent with this Constitution and the spirit of NABJ.

Section 3. Student Membership shall be open to anyone currently a full-time equivalent student at an accredited college or university who either is majoring in print or broadcast journalism, or who indicates a strong interest in pursuing a journalism career (where the college or university has no print or broadcast journalism curriculum). Student membership status shall continue for six months after graduation.

Section 4. All membership applications for full, associate and student members will be subject to the review of the Membership Committee. The Board of Directors may overrule any such committee decision.

Article IV. Fiscal year and Membership Dues.

Section 1. All NABJ full members, associate members and student members are required to pay dues. The fiscal year of NABJ shall begin on January 1 and end on December 31 of each calendar year.

Article V. Regions.

Section 1. The NABJ shall be composed of Regions, and each Region shall elect a Regional Director to represent it on the Board of Directors. The President, with the approval of the Executive Board, shall have the authority to replace Regional Directors who have not been active, or who have not been able to devote the time necessary to carry out their responsibilities.

CHAPTER 6.

Article 1. Constitutional Amendments and Effective Date.

Section 1. Proposal of Amendments. Amendments to this Constitution may be proposed by Chapters, by Regions, by the Board of Directors or by any Full Member.

Section 2. The Constitution may be amended as follows:

(a) The Constitution can be amended by an affirmative vote of two-thirds of the voting membership. Changes to this Constitution must be submitted in writing to the Parliamentarian at least six (6) months prior to an annual National Convention. At that time, the Parliamentarian will convene and chair the Constitutional Committee to discuss the proposed change. The Committee, through the National Office, will circulate the proposed amendment, with a recommendation, to all affiliate Chapters and the Board of Directors at least sixty (60) days prior to the annual National Convention. At the next annual National Convention, the membership can approve said amendment with an affirmative two-thirds vote and said amendment shall be considered adopted immediately.

(b) Amendments to the Constitution proposed by a Full Member at an annual National Convention shall be submitted to the membership simultaneously with the minutes of the last annual National Convention. At that immediately succeeding annual National Convention, the membership can approve said amendment with a two-thirds vote and said amendment shall be considered adopted immediately.

(c) Unless otherwise provided in this section, amendments become effective sixty (60) days following the adjournment of said annual National Convention. Any approved amendments to the Constitution must be circulated to all Board members, Regions, affiliate Chapters, and Members within that sixty (60) days.

Section 3. This Constitution as amended shall take effect on August 2, 1998, and shall supersede any prior Constitution.