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NAH
N U A L R E P O R T A
J
N D
0
B
1 Y L A W S
President’s Message . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Board of Directors/Committees . . . . . . . . . . . . . . . . .2
Year in Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Message from the Vice President of Print . . . . . . . . . .5
Message from the Vice President of Broadcast . . . . . .6
Message from the Secretary . . . . . . . . . . . . . . . . . . . . .7
Message from the Treasurer . . . . . . . . . . . . . . . . . . . . .8
2000 Financial Statements . . . . . . . . . . . . . . . . . . . . . .9
Regional Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Region 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Region 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Region 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Region 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
Region 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
Region 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Region 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Region 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
Code of Ethics . . . . . . . . . . . . . . . . . .Inside Back Cover
STAFF
Anna López, Executive Director
Joseph Torres, Communications Director
Michael Reyes, Membership Services Manager
Grace López, Professional Development Coordinator
Janet Guillen, Program Assistant
Karina Gomes, Membership Services Assistant
Jonathan Talbot, Editorial Assistant
Kevin Olivas, Educational Programs Manager
NAHJ
1000 National Press Building
Washington, DC 20045-2001
Tel (202) 662-7145
Fax (202) 662-7144
www.nahj.org
PRESIDENT’S MESSAGE
1
s I get ready to step The record will show that: more Spanish content. Ide-
A down from my two-
year term as president 1. NAHJ members are now
kept informed of impor-
ally, they should be fully
bilingual.
of the National Association of
tant developments via e- 5. NAHJ has representatives
Hispanic Journalists, I would
mail. They can now renew on Radio and Television
like to review how far we have
their membership and reg- News Directors Association
come and where we need to
ister for the convention and American Society of
go.
online. Their inquiries are Newspaper Editors. We
When I ran for this position,
promptly answered. continually express our
I said the NAHJ board and
concerns about proper rep-
staff would: 2. Region 6 has held two
resentation and coverage.
regional conferences in the
1. Improve the quality of Our “Network Brownout
Midwest. Region 2 has
services offered to our Report” continues to expose
held two regional confer-
members. the low level of coverage
ences in the Northeast.
for Latinos on network
2. Increase the number of Region 3 organized an
news. We have individual-
regional conferences and event in Washington D.C.,
Cecilia Alvear ly approached publishers
workshops offered in where NAHJ members met
and network executives
between conventions. and asked questions
about increasing the
3. Upgrade our Web site and of U.S. Housing and Urban
employment of Latino
e-mail capabilities. Development Secretary
journalists at all levels and
Mel Martinez. Most of the
4. Make the NAHJ more improving the coverage of
regions have participated
bilingual and offer more Latinos.
in workshops and panels
services to Spanish- in collaboration with other 6. Under my leadership the
language members. media organizations, and NAHJ has forcefully
5. Advocate with media in social mixers. weighed in on issues such
organizations for increased as:
3. Our Web site is interactive
recruiting, hiring, promo-
and contains relevant a) The treatment of jour-
tion and retention of
information. Most of the nalists covering the
Latino journalists.
services mentioned in the Vieques controversy.
6. Speak out on journalistic first item can be accessed b) The issue of freedom of
issues of particular concern through the site. information in Mexico.
to Latinos. c) The use of ethnic slurs
4. Region 8 held a profession-
7. Push for increased profes- and defamation of
al development workshop
sional development of our Latinos in various
for Spanish-language
staff, board and member- media outlets.
media members and stu-
ship. d) The elimination of the
dents in Los Angeles.
FCC/EEO regulations.
8. Encourage members to run It attracted 120
f) The layoff of the majori-
for board positions so that participants from 4 states.
ty of anchors of color
NAHJ would have contest- Region 4 is planning a
and a Cuban-born
ed elections. similar event in Miami in
recruiter at CNN.
9. Improve and increase our August. For the first
fundraising efforts. time at our convention in 7. Board members received
June, we will offer an all- training on strategic plan-
10. Participate in “Unity Jour- day seminar, sponsored by ning and fundraising.
nalists of Color,” the orga- Agencia EFE, on proper Information on seminars,
nization created by the usage of the Spanish lan- workshops, fellowships
Asian American Journalists guage in journalism. We and other opportunities
Association, Native Ameri- will also host “Media were e-mailed to the mem-
can Journalists Association, Encuentros,” organized bers and posted on the
National Association of and sponsored by the Pew Web site.
Black Journalists, and the Hispanic Center and the
National Association of 8. More people are stepping
Knight Foundation. Fifteen up to the plate and running
Hispanic Journalists. NAHJ members, who for the board. This is
11. Help educate the main- work in mainstream progress in our NAHJ civic
stream media as to Latino media, will interact with culture.
issues and concerns. 15 New California Media
members who work in 9. Our 2001 Scholarship ban-
12. Increase the number of
Spanish-language publica- quet and Convention were
members.
tions. Both the Web site successful raising $216,000
and the newsletter have and $227,669 respectively.
PRESIDENT’S MESSAGE
2
We also secured a $50,000 sponsors for our student pro- and Veronica Villafañe. At-
grant from the Philip Gra- jects and scholarships. Money large Member Richard Luna
ham Fund for our Scholar- for operating expenses is get- has voiced our concerns on the
ship Endowment Fund. ting tight. We need to increase board of the NAA. Regional
We have approached and improve our fundraising Director Rosa M. Santana has
media companies, founda- efforts. The efforts of the Exec- been exemplary in organizing
tions and corporations to utive Director must be supple- regional events and fundrais-
support our efforts. mented by a Development and ing. In addition Rosa and
10. We are active participants Grant Writing staff person. Javier Aldape, the publisher of
in “Unity Journalists of We must expand our Span- La Estrella, were the moving
Color.” The vice president ish-language programs. As force behind the “Latinos in the
of Unity is NAHJ Member that sector of the media grows U.S. Resource Guide.” Our Trea-
Ernie Sotomayor and we so must our efforts to provide surer, Diana Fuentes, has done
have three other represen- those professionals with skill an outstanding job in that area,
tatives on the board. We building opportunities. We as well as helping to organize
are currently planning for must continue and expand the elections, rewrite bylaws and
the 2004 “Unity” conven- partnerships with organiza- provide wise counsel. Former
tion in Washington, D.C. tions and schools serving those Region 8 Directors Salvador
populations. Morales and Manny De La
11. In 2001 NAHJ released The board, the staff and the Rosa started a very interactive
“Latinos in the U.S. - A membership at large must stay list-serv. Region 3 Director
Resource Guide for Journal- committed to the ideal of giv- Gina Acosta organized a very
ists.” This booklet, spon- ing back. We should not ask successful Q&A event with the
sored by Knight Ridder, is what the NAHJ can do for us HUD Secretary. Region 1
a primer on Latino culture. but rather what WE can do for Director Ivan Roman kept us
It is our hope that it will the NAHJ. informed of developments in
guide journalists of all Puerto Rico and Latin America
colors as they report on and helped organize the 2001
the diverse Hispanic popu- convention. Region 2 Director
lation. Acknowledgements
Rose Arce inspired us with her
12. Through a membership In carrying out the projects September 11 coverage and her
drive started by former outlined above I have counted ideas and creativity. Region 5
Vice President of Broadcast on the extraordinary support Director Nora López, Secretary
Walter Balleza and by the and hard work from both the Michele Salcedo, Vice Presi-
ease of renewing the mem- board and the staff. Executive dent of Broadcast Antonio
bership online, we now Director Anna López has Mora and At-Large members
count 1,739 members. raised funds, organized con- MariCarmen Eroles and Anne
ventions and banquets, man- Vasquez contributed their
aged the staff and provided effort and enthusiasm. Last,
advice. Director of Member but not least, Staff members
Challenges Services Michael Reyes Grace López, professional
Despite our efforts much researched and executed the development coordinator,
remains to be done. There is a improved online services. Our Yaneth Guillen, program asso-
paucity of Latinos in senior prompt response to issues was ciate, and Nancy Tita, former
positions in print and broad- achieved through the work of educational programs manag-
cast. It cannot be said now, as Communications Director er, carried out their duties with
perhaps it was twenty years Joseph Torres and Issues professionalism and commit-
ago, that there are not enough Committee members Rafael ment. Special thanks also to
of us with the experience and Olmeda , O. Ricardo Pimentel the NAHJ members who vol-
skill for these jobs. We are here and Carolina González. We unteered for our conventions,
and the media companies have have participated in discus- scholarship banquets and
to do a better job of retaining sions and policy-making ses- regional events. They are proof
and promoting us. sions at ASNE through the that NAHJ is not just the
To keep NAHJ functioning, efforts of Vice President of board or the staff, it is ALL of
we need money but funding Print Marilyn Garateix. We us.
sources are drying up. It is get- were ably represented before
ting harder every year to find the RTNDA by Walt Balleza
BOARD OF DIRECTORS/COMMITTEES
3
ing the nation’s diverse ing $ 1 million to support Rico. Soledad O’Brien, co-
1
Latino population. The the Rubén Salázar Scholar- anchor of NBC’s Weekend
guide, “Latinos in the U.S.: ship Fund. So far, the Today, was the mistress of
0
A Resource Guide for Jour- NAHJ has raised close to ceremonies
nalists,” was co-published $200,000 for the endow-
by Knight Ridder and was ment. January
distributed to everyone • The National Association
attending the NAHJ con- April of Hispanic Journalists
vention in Phoenix. • The National Association wrote letters to President
• The Nieman Foundation of Hispanic Journalists Bill Clinton, Attorney Gen-
for Journalism at Harvard held its first-ever regional eral Janet Reno and Navy
University devoted a sec- conference for Spanish- Secretary Richard Danzig
tion of its summer edition language journalists on expressing concerns over a
of Nieman Reports to issues April 21 in Los Angeles. federal court case in Puer-
affecting Latinos in jour- The full-day conference to Rico against journalists
nalism. All the stories in focused on professional trespassing on a U.S. naval
the section Latino Voices: development workshops base on the island of
Journalism by and about for journalists working in Vieques while covering
Latinos were written by the Spanish-language protests against the U.S.
Latino journalists or by media. Navy. NAHJ expressed
journalists who reported • The National Association concern that the arrests
extensively on Latinos, of Hispanic Journalists and trials could have “a
including NAHJ members. expressed concern that the chilling effect on the free
• The Arizona Daily Star’s percentage of Latino jour- exercise of those rights (of
Carmen Duarte won the nalists working at English- journalists) in Puerto
National Association of language daily newspa-
Hispanic Journalists’ Rico.”
pers dropped slightly in • The National Association
Guillermo Martinez-Mar- 2000, according to the
quez award at the associa- of Hispanic Journalists
American Society of objected to a ruling made
tion’s annual Noche de Tri- Newspaper Editors’ annu-
unfos gala held June 22 at by the U.S. District Court
al newsroom survey. of Appeals in Washington,
the Hyatt Regency in ASNE’s survey found that
Phoenix. Duarte won for D.C., on Jan. 16 that found
Latinos made up only 3.66 the Federal Communica-
“Mama’s Santos,” a 36- percent of all newsroom
part installment that ran tions Commission’s Equal
employees in 2000, drop- Employment Opportunity
from Feb. 13 thru March 19 ping from 3.68 percent in
of 2000. The series person- regulations unconstitution-
1999. Overall, the survey al. The FCC had issued
alized the Arizona cotton found that the percentage
industry by focusing on new EEO regulations after
of journalists of color a federal court found its
the story of Duarte’s moth- working at daily newspa-
er, Leonarda “Nala” old regulations unconstitu-
pers fell from 11.85 percent tional. The new EEO rules
Bejarano Duarte. in 1999 to 11.64 percent
• The Associated Press’ Alan called for broadcasters to
last year. It was the first achieve broad outreach in
Diaz won “Best of Show,” time that the percentage of
at Noche de Triunfos their recruiting efforts by
journalists of color work- widely disseminating
which is awarded to the ing at daily newspapers
top overall photo entry. information about job
fell since ASNE began con- openings.
Diaz won for his entry ducting its survey 23 years
“Elian,” which is the same • NAHJ implemented a 2001
ago. membership drive with
photo that won the
Pulitzer. the goal of reaching 2001
February members by year’s end.
• The National Association
of Hispanic Journalists • Puerto Rico Gov. Sila NAHJ members renewing
was awarded a $50,000 Maria Calderon was the their membership paid a
grant from the Philip L. keynote speaker at the renewal fee of $25 for
Graham Fund to support National Association of recruiting two new mem-
NAHJ’s scholarship Hispanic Journalists’ 12th bers. Newly recruited
endowment fund. The Annual Scholarship Ban- members also joined the
NAHJ created the endow- quet. Calderon is the first association at the discount-
ment with the goal of rais- female governor of Puerto ed rate of $25.
MESSAGE FROM THE VICE PRESIDENT OF PRINT
6
his past year, NAHJ Student Campus to do more Sept. 11 tragedy. His family
T continued its efforts
working with the
hands-on work and create
more one-on-one feedback.
was on hand to accept the
donation. NAHJ also contin-
American Society of News- This effort will continue next ues to explore growing our
paper Editors and the other year more aggressively as we endowment and making our
Unity partners on a concrete seek to tie scholarships with scholarships financially inde-
program to help stem the student projects and create pendent.
tide of minorities leaving more accountability for the In the coming year, with a
newsrooms. One of the key scholarship dollars NAHJ new program development
efforts will focus on training awards. We also are continu- director on hand, NAHJ
for mid-level managers to ing to look at ways to pro- hopes to look at ways to
help them understand what vide students with opportu- expand programming for
motivates minorities in nities to showcase their work members, especially mid-
newsrooms and promote and more mentoring oppor- career professionals. Much of
their advancement. As ASNE tunities. this work is already being
Marilyn Garateix develops the initiative, This year, realizing these done on the regional level
NAHJ will be on hand to are challenging times finan- and needs to be expanded
offer feedback and involve cially, NAHJ is being careful and enhanced in different
members in the move to and circumspect as we con- areas nationwide. In addi-
strengthen newsrooms. In tinue to award scholarships. tion, the organization is
addition, NAHJ is exploring As usual, thanks to the hard exploring ways to launch a
ways to tap into or help with work of the NAHJ staff Leadership Institute that will
ASNE’s high school initia- under the direction of Anna benefit all members and help
tive, which focuses specifi- Lopez, our recent scholar- prepare the next generation
cally on schools with high ship banquet was successful. of Latino leaders for the
minority populations. In addition to scholarship nation’s newsrooms. We
NAHJ also continues its dollars, NAHJ held a silent welcome feedback and ideas
efforts with student projects. auction to raise money for to help accomplish some of
This year we have tried to the family of Isias Rivera, a these goals.
revamp the print portion of CBS technician killed in the
MESSAGE FROM THE VICE PRESIDENT OF BROADCAST
7
s NAHJ enters its sad news from the American promptly were dropped
A third decade, while
the number of Lati-
Society of Newspaper Edi-
tors than the growth in the
from the rolls and their
benefits stopped.
nos in the country has sky- number of Latinos shown in As 2001 ended, Reyes had
rocketed, our membership the 2000 census. And the identified key weaknesses
has increased 11 percent in problem is essentially the in the way we handled
2001 from the previous year. same: retention. While many renewals, and we’ve begun
We began 2001 with 1,568 Latinos come into the busi- 2002 with a new, online
members, and ended the ness, more leave. The same is system that allows not only
year with 1,739, nearly 171 true for NAHJ and its mem- new folks to join but current
members more. We regained bership. But we’re about to members to renew in less
two-thirds of the members turn the corner. than a minute with a credit
we lost between 1999 and Since joining NAHJ’s staff card on a secure web page.
2000. in November 2000, member- More membership services
Surely, the membership ship manager Michael Reyes will be added online as well.
Michele Salcedo drive helped. In 2001 we not only beefed up the new Last year Communica-
offered more than a 50 per- members packet to include tions Director Joseph Torres
cent discount in dues for the membership directory, made the website more user
renewing members who subscriptions to Hispanic, friendly, filled with more
brought in someone who had Hispanic Business and News timely information of interest
never belonged to NAHJ or Watch magazines, and dis- to members. This year, Reyes
who had last been a member count cards for three major laid the groundwork for
in 1995. The program car rental companies, he services not just tailored to
attracted 109 new or renew- makes sure the information members, but available only
ing members, who paid $25 goes out in a systematic and to members. After only a
for one year only. Many of timely manner. He spent his few months, membership
them work in Spanish-lan- first year thoroughly review- renewals are going through
guage media and joined at ing the membership lists, the roof. On this historic,
the conference held in Los making sure they were cur- 20th anniversary, NAHJ is
Angeles and organized by rent and that renewal notices poised for record-breaking
Veronica Villafañe. were sent before annual membership in the coming
Still, NAHJ’s membership memberships expired. Mem- years.
levels more closely track the bers who did not renew
500 472
1,739 1800
450 2001 437 1,661
2000
400 1999
390
1,568
1600
350 345
323 321
1400
300
250 240
210 201 212 227 1200
200 174 168
164 161 161
154
150 1000
130 136
111 111
100
61 500
41
50
18
0
Region Region Region Region Region Region Region Region TOTAL CURRENT
1 2 3 4 5 6 7 8 MEMBERS
MESSAGE FROM THE TREASURER
9
he National Associa- As usual, our biggest rev- Standard & Poor 500 index
T tion of Hispanic
Journalists weath-
enue generator of the year
was the annual convention,
lost 11.9 percent.
Our reserve fund, which
ered 2001’s economic down- held in Phoenix in 2001. is invested a little more
turn relatively well through Despite the tougher eco- aggressively than the Schol-
a combination of increased nomic situation and more arship Endowment Fund,
fundraising efforts, good fis- than a few pessimistic pre- also saw a loss in value; it
cal stewardship by the staff dictions, the convention dropped from $99,425 to
and continued support of the raised about 90 percent of $80,014 - an unrealized loss
membership. what it did in 2000, and of 19.5 percent. That com-
Our success is also due to attracted more people. Over- pares to the Russell 1000
the strong commitment to all, the event netted $227,669 Growth Index, which saw a
diversity demonstrated by with attendance of 1,573. The loss of 20.4 percent.
our longtime partners, 2000 convention in Houston The board continues to
including Knight Ridder, netted $256,078 with 1,379 believe in the overall advan-
Diana R. Fuentes Inc., Samuel Newhouse registrants. tages of investing in the
Foundation and Daimler- As a non-profit, NAHJ stock market as a means of
Chrysler Corporation. does not exist to make increasing our funds. We are
As of Dec. 31, 2001, money, but we keep funds in investing for the long term -
NAHJ’s fund balance stood reserve and in two scholar- since 1926, the stock market
at $663,255. The beginning ship accounts to ensure that has generated an average 11
balance on Jan. 1, 2001, was our mission continues from percent rate of return overall,
$737,883. The latter figure one year to the next. despite some major ups and
included a $300,000 grant The basic scholarship downs.
received from the Ford Foun- account, which is not invest- We are in the process of
dation to help cover annual ed, had an ending balance of refining our accounting sys-
operating costs for three $28,624 after distributing 27 tem to become more effi-
years; we spent $95,319 of it scholarships for the year. cient, and to be able to pro-
in 2001. In 2000, we started a vide more kinds of reports to
In summary for 2001, we scholarship endowment fund potential funders. The board
had expenditures of $969,132 with $100,000 and added has also authorized the
and raised $873,813 in addi- another $50,000 in 2001 on hiring of a grant writer.
tion to the $100,000 annual our way to a $1 million goal. We recognize these are
Ford allotment. That left an Because of the investment still challenging times, but
excess of $4,681 on the year’s climate, including the tumul- with the continued commit-
balance sheet. tuous days after the Sept. 11 ment of dedicated partners
Higher expenses came terrorist attacks on New York and enthusiastic members,
from increased mailings and and the Pentagon, that we look forward to another
a significantly upgraded Web account stood at $138,481 on positive year in 2002.
site, as NAHJ strives to Dec. 31, 2001. We had unreal-
increase benefits for mem- ized losses of 9.2 percent for
bers. the year; by comparison, the
2000 FINANCIAL STATEMENTS
10
The accompanying Statement of Financial Position of NAHJ, Inc. as of December 31, 2001
and the related Statement Activity for the period then ended have been compiled by me in accor-
dance with standards established by the American Institute of Certified Public Accountants.
Management has elected to omit substantially all of the disclosures required by generally
accepted accounting principles, as well as the Statement of Cash Flows. If the omitted disclo-
sures were included in the financial statements, they might influence the user’s conclusions
about the Company’s financial position and fund balance. Accordingly, these financial state-
ments are not designed for those who are not informed about such matters.
ASSETS
CURRENT ASSETS
Cash in Operating Checking Account $ 30,719
Cash in Bank – Savings Account 312,508
Cash in Smith Barney Reserve Account 80,014
Cash in Smith Barney Endowment Account 138,481
Cash in Smith Barney Scholarship Restricted Account 67,039
Cash in Smith Barney GMM Account 197
Security Deposit – Rent 4,322
Accounts Receivable 518
TOTAL CURRENT ASSETS $ 633,799
FIXED ASSETS
Computers, Equipment & Furniture 93,295
Depreciation to Date (63,839)
TOTAL FIXED ASSETS 29,456
TOTAL ASSETS $ 663,255
CURRENT LIABILITIES
Accounts Payable
TOTAL CURRENT LIABILITIES
NET ASSETS
Unrestricted 297,089
Temporarily Restricted 227,685
Permanently Restricted 138,481
TOTAL NET ASSETS 663,255
TOTAL LIABILITIES AND NET ASSETS $ 663,255
EXPENSES PAID
Personnel Costs $204,494 $ 33,777 $ 238,271
Accounting & Audit Fees 20,100 20,100
Advertising 1,230 156 1,386
Legal Fees 1,500 1,500
Investment, Payroll & Bank Fees 8,677 50 1,921 10,648
Travel, Lodging & Business Meals 138,193 316 11,603 150,112
Depreciation 7,428 7,428
Equipment Rental & Maintenance 25,320 25,320
Rent, Insurance & Storage 54,863 54,863
Prof. Dues, Public. & Development 7,448 241 4,000 11,689
Miscellaneous Expenses 275 275
Consultants 23,896 4,096 27,992
Supplies 18,365 171 3,319 21,855
Telephone, Communications & Web 73,858 235 74,093
Postage & Delivery 49,465 211 4,024 53,700
Printing 96,165 19,604 115,769
Event Costs 231,355 71,724 303,079
Awards & Scholarships 6,500 89,250 95,750
TOTAL EXPENSES PAID $969,132 939 $241,838 $ 1.921 $1,213,830
Excess (deficiency) of revenue
collected over expenses paid (95,319) (939) ($14,888) $ 36,518 ($74,628)
REGION 1 REPORT he past year has cast identified various unat- Promoting NAHJ in
REGION 2 REPORT h, what a year for felt the effects of terrorism, sumed our free time to the
REGION 3 REPORT t’s been quite a year. these students, please program.
REGION 4 REPORT ur region began a Asian American Journalists already due to Secretary
REGION 5 REPORT t was a slow year for putting this last regional con- agers who have agreed to
REGION 7 REPORT t’s been a learning year teering in the Journalism Educa- their newsrooms grow in this
REGION 8 REPORT embership continues We had a great response. The new year brought
ARTICLE I against any cause or measure news media, General Managers those persons admitted to such
NAME being submitted to the people of broadcast news media, Pho- membership by the Board of
for a vote. tographers, and News Camer- Directors as persons who are
The name of this corpora- The corporation shall not, apersons, News Graphic Artists engaged in a program of full-
tion shall be: NATIONAL except in any insubstantial and Newspaper Designers, time study in a recognized
ASSOCIATION OF HISPANIC degree, engage in any activities among others. A regular mem- educational institution of high-
JOURNALISTS or exercise any powers that are ber has all rights granted under er learning. These members
not in furtherance of the pur- these Bylaws which include the shall have those rights granted
poses described above. right to vote and to hold office. to such members under the
ARTICLE II
Bylaws, excluding the right to
OFFICES 2. ACADEMIC MEMBERS
ARTICLE IV vote and to hold office, except
Academic members shall be for the board position of non-
SECTION l: DEDICATION OF ASSETS
those persons approved for voting Student Representative.
PRINCIPAL OFFICE
The properties and assets of membership by the Board of
The principal office for the this nonprofit corporation are Directors and who are educa- 6. HONORARY MEMBERS
transaction of the business of irrevocably dedicated to fulfill- tors of Journalism in education- Honorary members shall be
the corporation (“Principal ment of the Objectives and Pur- al institutions of higher learn- all those persons admitted to
executive office”) is located in poses of this corporation as set ing. These members shall have such membership by the Board
the State of California, County forth in Article XV hereof. No those rights granted to them of Directors as being active or
of Los Angeles. The directors part of the net earnings, proper- under the Bylaws including the retired from a journalism or
may change the principal office ties, or assets of this corpora- rights to vote but excluding the media activity and who have
from one location to another. tion, on dissolution or other- right to hold office. achieved recognition in the pro-
Any change of this location wise, shall inure to the exclu-
3. ASSOCIATE MEMBERS fession by their exemplary con-
shall be noted by the secretary sive benefit of any private per-
Associate members shall be tributions to the profession of
on these bylaws in this section son or individual, or any mem-
all those persons admitted to journalism and media.
Effective September l, 1985, the ber or director of this corpora-
such membership by the Board These Honorary members
principal office of the corpora- tion except in fulfillment of said
of Directors, as persons shall not pay dues and shall be
tion is located in the District of Objectives and Purposes. On
engaged in such media-related entitled to all rights specified
Columbia. liquidation and dissolution, all
jobs as public relations, public under the Bylaws but shall not
properties and assets and oblig- vote or hold office. Honorary
SECTION 2: ations shall be distributed pur- or corporate information, direc-
tors of media organizations. members shall be given recog-
OTHER OFFICES suant to the nonprofit provi- nition whenever in attendance
sions of the California Corpora- These members shall be entitled
The Board of Directors may to whatever rights are granted at corporate functions and/or
at any time establish offices at tions Code then in effect. activities.
under the corporate Bylaws to
any place or places where their associate members, excluding
corporation is qualified to do ARTICLE V 7. SUPPORTING MEMBERS
the right to vote and to hold
business. MEMBERSHIP There shall be two classes of
office.
Supporting Members: Individ-
There shall be seven (7)
ARTICLE III 4. FOUNDING MEMBERS ual and Corporate.
classes of membership in his
PURPOSE AND corporation as follows: Founding members are all (a) Individual Supporting
NONPARTISAN ACTIVITIES those persons admitted to such Members shall be admitted as
1. REGULAR MEMBERS membership by the Board of such by the Board of Directors
This corporation has been A regular member shall be Directors and who signed The as a person who is not in the
formed under the California those persons admitted to Articles of Incorporation and media industry but who sup-
Nonprofit Corporation Law for membership by the Board, paid the established dues by ports the goals and purposes of
the purpose described herein being persons whose principal April 15, 1984. These Founding the corporation.
below at Article XV, and it shall means of support is earned in members shall be entitled to all
be nonprofit and nonpartisan. the gathering, editing or pre- rights established under the (b) Corporate Supporting
No substantial part of the sentation of news. Regular Bylaws and shall have the Members shall be representa-
activities of the corporation members may not be employ- recognition as Founding Mem- tives of corporations admitted
shall consist of the publication ees of government-supported bers of the Corporation, and to such membership by the
or dissemination of materials news organizations. The follow- shall have the right to vote Board of Directors, corporations
with the purpose of attempting ing job title descriptions shall and/or hold office if they which are not engaged in jour-
to influence legislation, and the be included: Reporters, Editors, remain as Academic or Regular nalism and/or media but who
corporation shall not participate Broadcast News Directors, members, respectively. support the goals and purposes
or intervene in any political Community or Public Affairs in of the corporation.
campaign on behalf of any can- broadcast or print news organi- 5. STUDENT MEMBERS Supporting members shall
didate for public office or for or zations, Publishers of print Student members shall be be entitled to all rights given by
BYLAWS OF THE NATIONAL ASSOCIATION OF HISPANIC JOURNALISTS
20
the Board of Directors exclud- rules of conduct governing this 7(ii), subject to the authority of tary of the corporation. The offi-
ing the right to vote and to hold corporation promulgated by the the Credentials Committee. cer receiving the request shall
office. Board of Directors from time- cause notice to be promptly
SECTION 2: to-time. ARTICLE VI given to the members entitled
FEES, DUES, Procedure for Expulsion. MEETINGS OF MEMBERS to vote, in accordance with the
AND ASSESSMENTS Following the determination provisions of Section 4 and 5 of
The Board of Directors may that a member should be SECTION 1: this Article VI, that a meeting
modify the amount or suspend expelled under subparagraph PLACE OF MEETING will be held, and the date of
payment of dues for the pur- (c) above, the following proce- Meetings of the membership such meeting, which date shall
pose of membership drives dures shall be implemented: shall be held at any place in the be not less than thirty-five (35)
aimed at adding at least 50 new (a) A notice shall be sent by United States designated by the nor more than ninety (90) days
members to the organization. prepaid, first-class or registered Board of Directors. In the following the receipt of the
Such actions will not have affect mail to the most recent address absence of any such designa- request. The persons requesting
for more than one year without of the member as shown on the tion, members’ meetings shall the meeting may give the
subsequent board approval. corporation’s records, setting be held at the principal execu- notice. Nothing contained in
Each member in good standing forth the expulsion and the rea- tive office of the corporation. this subsection shall be con-
must pay, within the time and sons therefore. Such notice shall strued as limiting, fixing, or
on the condition set by the be sent at least 15 days before affecting the time when a meet-
SECTION 2: ing of members may be held
Board of Directors, the annual the proposed effective date of ANNUAL MEETING
dues in amounts which may be the expulsion. when the meeting is called by
fixed from time-to-time by the The annual meeting of action of the Board of Directors.
(b) The member being members shall be held (unless
Board of Directors. The dues expelled shall be given an
established by the Board of the Board of Directors fixes SECTION 4:
opportunity to be heard, either another date and so notifies the NOTICE OF MEMBERS’
Directors are as follows: orally or in writing, at a hearing members as provided in Section MEETINGS
to be held not fewer than 5 4 of this Article VIII) on the
l. Regular member $ 55.00 days before the effective date of (a) General notice contents.
2. Academic member $ 55.00 15th of April of each year. Gen-
the proposed expulsion. The All notices of meetings of mem-
3. Associate member $ 55.00 eral and Special meetings of bers shall be sent or otherwise
notice to the member of his pro- members shall be held as
4. Founding member $ 55.00 posed expulsion shall state the given in accordance with Sec-
ordered by the directors, from tion 5 of this Article VI not less
5. Student member $ 25.00 date, time, and place of the time-to-time as stated below. than thirty (30) nor more than
6. Honorary member $~ hearing on his proposed expul-
7. Supporting member sion. ninety (90) days before the date
Individual $ 110.00 SECTION 3: of the meeting or as many be
(c) Following the hearing, SPECIAL MEETING otherwise ordered by the direc-
Corporate $1,100.00 the Board of Directors shall tors. The notice shall specify the
decide whether the member This is the special meeting
place, date and hour of the
SECTION 3: should in fact be expelled, sus- requirement:
meeting and in the case of a
TERMINATION pended, or sanctioned in some (a) Authorized persons who special meeting, the general
OF MEMBERSHIP other way. The decision of the may call. A special meeting of nature of the business to be
Causes of Termination. The Board shall be final. members may be called at any transacted, and no other busi-
membership of any member (d) Any person expelled time by any of the following: ness in that case may be trans-
shall terminate upon occurrence from the corporation shall the Board of Directors or twen- acted, or in case of the annual
of any of the following events: receive a refund of dues or ty-five (25) percent or more meeting, those matters which
assessments already paid. The members. the Board of Directors, at the
(a) The resignation of the refund shall be prorated to time of giving the notice,
member. (b) Calling meetings by
return only the unaccrued bal- intends to present for action by
members. If a special meeting is
(b) The failure of a member ance remaining for the period the members.
called by members other than
to pay annual dues, if applica- of the dues payment. the president, the request shall (b) Notice of certain agenda
ble, in the amount and within be submitted by such members items. If action is proposed to
the times set forth by the Board in writing, specifying the gener- be taken at any meeting for
of Directors. SECTION 4: al nature of the business pro- approval of any of the follow-
(c) The determination by the REGISTRY OF MEMBERS posed to be transacted, and ing proposals, the notice shall
Board of Directors or a commit- The Secretary shall maintain shall be delivered personally or also state the general nature of
tee designated to make such an up-to-date registry of mem- sent by registered mail or by the proposal. Member action on
determination that the member bers who have paid their fees telegraphic or other facsimile such items is invalid unless the
had failed in a material and and are in good standing as transmission to the president, notice or written waiver of
serious degree to observe the described in Articles X, section any vice-president, or the secre- notice states the general nature
BYLAWS OF THE NATIONAL ASSOCIATION OF HISPANIC JOURNALISTS
21
of the proposal(s): maintained in the minutes book of the California Nonprofit Cor- approval of the minutes. The
of the corporation. poration Law and to the deter- waiver of notice of consent
(i) Removing a director;
mination of a Credentials Com- need not specify either the busi-
(ii) Filling vacancies on the
SECTION 5: mittee appointed by the Board ness to be transacted or the pur-
board of directors by the
QUORUM of Directors. pose of any annual or special
members; Amending the
(a) Percentage required. Thir- (b) Manner of casting votes. meeting of members, except
articles of incorporation;
ty-three and one-third percent of Voting may be by voice or bal- that if action is taken or pro-
(iii) Approving a contract or
transaction in which a the members shall constitute a lot, provided that any election posed to be taken for approval
director has a material quorum for the transaction of of directors be by ballot if of any of those matters speci-
financial interest; and business at a meeting of the demanded by any member fied in Section 4(b) or 5(a) of
(iv) Approving a plan of liqui- before the voting begins. Article VI, the waiver of notice
members. A lesser amount may
dation of assets. or consent shall state the gener-
constitute a quorum if notice of (c) Only majority of mem- al nature of the proposal. All
the general nature of the meet- bers represented at meeting
(c) Manner of giving notice. such waivers, consents, or
ing is sent to the members at required, unless otherwise spec-
Notice of any meeting of mem- approvals shall be filed with the
least ten (10) days before the ified. If a quorum is present, the
bers shall be given either per- corporate records or made a
meeting, said notice complying affirmative vote of the majority
sonally or by first-class mail, part of the minutes of the meet-
with all bylaws provisions gov- of the members represented at
telegraphic or other written ing.
erning the time and manner of the meeting, entitled to vote
communications, charges pre- giving notice as stated herein (b) Waiver by attendance.
and voting on any matter (other
paid, addressed to each mem- above in Section 4 of this Article. Attendance by a person at a
than the election of officers and
ber either at the address of that meeting shall also constitute a
(b) Loss of quorum. The directors), shall be the act of the
member appearing on the waiver of notice of that meet-
members present at a duly members unless the vote of a
books of the corporation or the ing, except when the person
called or duly held meeting at greater number or voting by
address given by the member to objects at the beginning of the
which a quorum is present may classes is required by California
the corporation for the purpose meeting to the transaction of
continue to transact business Nonprofit Corporation Law or
of notice. If no address appears any business due to the inade-
until adjournment, notwith- by the Articles of Incorporation.
on the corporation’s book and quacy or illegality of the notice.
no other has been given, notice standing the withdrawal of (d) Each member entitled to
Also, attendance at a meeting is
shall be deemed to have been enough members to leave less vote shall be entitled to cast one
not a waiver of any right to
given if either than a quorum, if any action vote on all matters submitted to
object to the consideration of
taken (other than adjournment) a vote of the members, in per-
(i) notice is sent to that mem- matters not included in the
is approved by at least a majori- son or by mail, as agreed to in
ber by first-class mail or notice of the meeting, if that
ty of the members required to rules adopted by the Board of
telegraphic or other writ- objection is expressly made at
constitute a quorum. Directors. All members present
ten communication to the the meeting.
shall be entitled to vote at the
corporation’s principal
SECTION 6: annual meeting.
executive office, or
ADJOURNED MEETING SECTION 9:
(ii) notice is published at least
ACTION BY WRITTEN
once in a newspaper of Any members’ meeting, SECTION 8: CONSENT WITHOUT
general circulation in the annual or special, whether or WAIVER OF NOTICE A MEETING
county where that office is not a quorum is present, may be OR CONSENT BY
located. Notice shall be adjourned from time-to-time by General: Any action that
ABSENT MEMBERS
deemed to have been the vote of the majority of the may be taken at any annual or
given at the time when members represented at the (a) Written waiver of con- special meeting of members
delivered personally or meeting, either in person or by sent. The transactions of any may he taken without a meet-
deposited in the mail or proxy. But in the absence of a meeting of members, either ing and without prior notice if
sent by telegram or other quorum, no other business may annual or special, however written ballots are received
means of written commu- be transacted at that meeting, called or noticed, and wherever from a number of members at
nication. except as provided in this Arti- held, shall be as valid as though least equal to the quorum
cle. taken at a meeting duly held applicable to a meeting of
(d) Affidavit of mailing after regular call and notice, if a members. All such written bal-
SECTION 7: quorum be present either in
notice. An affidavit of the mail- lots shall be filed with the secre-
VOTING person or by proxy, and if,
ing or other means of giving tary of the corporation and
any notice of any members’ (a) Eligibility to vote. Persons either before or after the meet- maintained in the corporate
meeting may be executed by entitled to vote at any meeting ing, each person entitled to vote records. All solicitations of bal-
the secretary, assistant secretary, of members shall be members as who was not present in person lots shall indicate the time by
or any other party of the corpo- of the date determined in accor- or by proxy, signs a written which the ballot must be
ration giving the notice, and if dance with Section 10 of this waiver or notice of a consent to returned to be counted.
so executed, shall be filed and Article VI, subject to provisions a holding of the meeting, or an
BYLAWS OF THE NATIONAL ASSOCIATION OF HISPANIC JOURNALISTS
22
SECTION 10: the board has been taken, it a member “withhold,” or other- al director at any time before
RECORD DATE FOR shall be the day on which wise marked in a manner indi- the 45th day preceding such
MEMBER NOTICE, VOTING, the board adopts the reso- cating that the authority to vote election. On timely receipt of a
GIVING CONSENTS lution relating to that for the election of directors is petition signed by the required
(a) To be determined by action. withheld, shall not be voted number of members, the secre-
board of directors. For the pur- (iii) “Record date” means as of either for or against the election tary shall cause the name of the
pose of determining which close of business. For pur- of a director. Failure to comply candidate to be placed on the
members are entitled to receive poses of this paragraph (b), with this paragraph shall not mail ballot.
notice of any meeting, to vote, a person holding member- invalidate any corporate elec-
(c) Nominations from the
or to give consent to corporate ship as of the close of busi- tion taken, but may be the basis
floor. At any meeting where
action without a meeting, the ness on the record date for challenging the proxy at a
elections are on the agenda, any
board of directors may fix, in shall he deemed a member meeting.
member present may place
advance, a “record date,” of record. (d) Effect of member’s names in nomination, provided
which shall not be more than death. A proxy is not revoked there is a second. The candidate
sixty (60) days before any such SECTION 11: by the death or incapacity of still must secure the required
action without a meeting. Only PROXIES the maker or the termination of number of signatures on a peti-
members of record on the date a member as a result thereof tion and submit it to the secre-
(a) Right of member. Every
so fixed are entitled to notice, unless, before the vote is count- tary to be placed on the ballot.
member of the board entitled to
to vote, or to give consents, as ed, written notice of the death If the candidate is nominated at
vote shall have the right to do
the case may be, notwithstand- or incapacity is received by the the convention for an officer
so either in person or by one or
ing any transfer of any mem- corporation. position, the ballot at the con-
more agents authorized by a
bership on the books of the cor- vention must be redone to
written proxy, signed by the
poration after the record date, include the new candidate(s).
person and filed with the secre- ARTICLE VII
except as otherwise provided in Previously mailed ballots still
tary of the corporation. A proxy ELECTION OF DIRECTORS
the Articles of Incorporation, by are valid and must be counted.
shall he deemed signed if the
agreement or in the California If the nomination is for regional
member’s name is placed on SECTION 1:
Nonprofit Corporation Law. director or regional director
the proxy (whether by manual NOMINATIONS AND
alternate, the later regional
(b) Failure of board to deter- telegraphic transmission, or SOLICITATIONS FOR VOTES
deadline for petitions would
mine date. otherwise) by the member.
(a) Elections Committee. The apply for inclusion on the
(i) Record date for notices or (b) Revocability. A validly president shall appoint a five- regional election mail ballot.
voting. Unless fixed by the executed proxy that does not person committee to conduct
board of directors, the state that it is irrevocable shall and oversee the election of offi-
continue in full force and effect cers. Members of the committee SECTION 2:
record date for determin-
unless (i) revoked by the mem- will not be allowed to run for VOTE REQUIRED TO
ing those members entitled
ber executing it, before the vote office. The election of regional ELECT DIRECTOR
to receive notice of or to
vote at, a meeting of mem- cast pursuant to that proxy, by a directors shall be overseen by Candidates receiving the
bers, shall be the next busi- writing delivered to the corpo- the national office, with the highest number of votes shall
ness day preceding the day ration stating that the proxy is assistance of an officer appoint- be elected as directors.
on which notice is given, revoked by a subsequent proxy ed by the president.
or, if notice is waived, the executed by such member, or SECTION 3:
(b) Advance nominations by
next business day preced- by personal attendance and vot- OFFICERS
members. Twenty-five (25)
ing the day on which the ing at a meeting by such mem-
members may nominate candi- Officers of the corporation
meeting is held. ber, or (ii) written notice of the
dates for president, vice presi- shall be elected by the member-
death or incapacity of the
(ii) Record date for written dents, secretary, financial officer ship at its annual meeting by
maker of the proxy is received
consent to action without and officers at-large, at any ballot cast on site at the annual
by the corporation before the
meeting. Unless fixed by time before the 45th day pre- national convention and by
vote pursuant to the proxy is
the board, the record date ceding such election. On timely earlier mail ballot submitted by
counted; provided however,
for determining those receipt of such a petition signed the board-approved deadline.
that no proxy shall be valid
members entitled to vote by the required number of Mail ballots must be kept
after the expiration of eleven
by ballot on corporate members, the secretary shall secure and secret until voting
(11) months from the date of the
action without a meeting, cause the name of the candidate is over. All ballots, mail and
proxy, unless otherwise provid-
when no prior action by to be placed on the mail ballot. on-site, must be counted at the
ed in the proxy.
the board has been taken, Ten (10) members in a region or same time by the elections com-
shall be the day on which (c) Form of solicited proxies. 10 percent of the region’s mem- mittee appointed by the presi-
the first written consent is In any election of directors, any bership, whichever is less, may dent. Each candidate may have
given. When prior action of form of proxy that is marked by nominate candidates for region- an observer present for the
BYLAWS OF THE NATIONAL ASSOCIATION OF HISPANIC JOURNALISTS
23
count; the observer cannot be region. Petitions must be ration Law and any limitations SECTION 2:
the candidate and cannot par- received by the national office in the Articles of Incorporation NUMBER AND
ticipate in the count. Objections, no later than ten (10) days after and these bylaws relating to QUALIFICATION OF
if any, must be presented imme- the annual meeting at the con- action required to be approved DIRECTORS
diately to the elections commit- vention. Once candidate(s) have by the members, the business The authorized number of
tee chair. The committee will qualified for the ballot, the and affairs of the corporation directors shall be 16. Directors
listen to the objection(s) as soon national office shall cause their shall be managed, and all corpo-
need not be residents of the
as possible, but no later than names to be put on the ballot rate powers shall be exercised,
State of California. There will
24 hours after the count is and have the ballots mailed to by or under the direction of the
be 3 At-large officers. There will
completed, to determine what every eligible member in the Board of Directors.
be eight Regional directors
should be done, if anything. region at least ten (10) days (b) Specific powers. Without selected by each of the follow-
The committee’s decision is before the due date. The due prejudice to these general pow- ing regions:
final. date is the last business day ers, and subject to the same limi-
The non-voting Student before the 30th day after the l. Caribbean — Puerto Rico,
tations, the directors shall have
Representative shall be elected annual meeting. To be consid- Virgin Islands
the power to:
by mail and in person by the ered valid, original ballots must 2. Northeast — Connecticut,
eligible student membership in be received at the national (i) Select and remove all staff
Maine, Massachusetts, New
the same manner as officers are office by 5 p.m. in the office’s members, agents, and
employees of the corpora- Hampshire, New York, New
elected. time zone on the due date. Jersey, Rhode Island, Vermont
Elected officers shall be the Elections for regional direc- tion; prescribe any powers
President, Vice President for tor alternates are conducted in and duties for them that are 3. Mid-Atlantic —
Broadcast, Vice President for the same manner as for regional consistent with law, with Delaware, Kentucky, Maryland,
Print, Secretary, Financial Offi- directors. Except, however, if the Articles of Incorpora- Pennsylvania, Virginia, Wash-
cer and three At-large officers of there are no candidates for tion, and with these ington D.C., West Virginia
the board, which shall include alternate, the regional director, bylaws; and fix their com-
pensation. 4. South — Alabama, Flori-
an At-Large Officer for Spanish once elected, may choose an da, Georgia, Mississippi, North
Language and an At-Large Offi- alternate with board approval. (ii) Change the principal execu- Carolina, South Carolina, Ten-
cer for New Media, and a non- If no candidates qualify to tive office or the principal nessee
voting Student Representative. run for regional director by the business office; cause the
The election of all officers shall deadlines, a special election can corporation to be qualified 5. South Central —
be by majority vote. be conducted. The requirements to do business in any other Arkansas, Louisiana, Okla-
The Vice President for for nomination petitions and state, territory, dependency, homa, Texas
Broadcast shall be a member of eligibility are the same, except or country and designate 6. Midwest — Illinois, Indi-
broadcast media, and the Vice that petitions must be received any place for the holding of ana, Iowa, Kansas, Michigan,
President for Print shall be a by the national office no later any members’ meeting or
Minnesota, Missouri, Montana,
member of print media. The At- than forty (40) days after the meetings, including annual
Nebraska, North Dakota, Ohio,
Large Officer for Spanish Lan- annual meeting. Ballots must be meetings, anywhere in the
South Dakota, Wisconsin
guage shall be a member of a mailed at least ten (10) days United States.
spanish-language medium. The before the due date. The due 7. Southwest — Arizona,
(iii) Adopt, make, and use a
At-Large Officer for New date is the last business day Colorado, Nevada, New Mexi-
corporate seal; prescribe the
Media shall be a member of an before the 60th day after the co, Utah, Wyoming
forms of membership cer-
online publication. The non- annual meeting. tificates; and alter the form 8. Pacific — Alaska, Califor-
voting Student Representative If no candidates qualify to of the seal and certificate. nia, Hawaii, Idaho, Oregon,
shall be a full-time student con- run in a special election, the (iv) Borrow money and incur
centrating on broadcast or print board will appoint a director Washington
indebtedness on behalf of
journalism or New Media in an for the region. A majority of the the corporation and cause
institute of higher education. board (nine votes) is required to to be executed and deliv- SECTION 3:
appoint a regional director. ered for the corporation’s ELECTION AND TERM OF
SECTION 4: purposes, in the corporate OFFICE OF DIRECTORS
ELECTION PROCEDURE ARTICLE VIII name, promissory notes, (a) Directors and the non-
DIRECTORS bonds, debentures, deeds of voting Student Representative
Elections for regional direc- trust, mortgages, pledges,
tors shall be held within thirty shall serve two-year terms.
hypothecations, and other
(30) days of the annual meeting SECTION 1:
evidences of debt and secu- (b) Executive Officers and
at the national convention. POWERS
rities. at-large officers shall be elected
Only qualified members from (a) General corporate pow- (v) Own and sell property to every two years at annual con-
within a region may nominate ers. Subject to the provisions of pursue the corporate pur- ventions in even years. (Two-
and vote for the director of their the California Nonprofit Corpo- poses. year terms began in 1998.)
BYLAWS OF THE NATIONAL ASSOCIATION OF HISPANIC JOURNALISTS
24
(c) Regional Directors shall board member’s request and office of the corporation. by the president, or any vice-
be elected every two years in the board could choose, by a Special meetings of the president, the secretary, or any
odd years as specified in Article majority vote, to allow the Board shall be held at any place ten directors.
VII. (Two-year terms began in board member to remain on within or outside the State of
1997.) the board if the board mem- California that has been desig- SECTION 8:
ber is challenging his or her nated in the notice of the meet- NOTICES
change in employment sta- ing or, if not stated in notice, or (a) Manner of giving. Notice
SECTION 4:
tus. If the board member’s if there is no notice, at the prin- of the time and place of meet-
VACANCIES
status changes again during cipal executive office of the cor- ings shall be given to each
(a) Events causing vacancy. the term for which the board poration. director by one of the following
A vacancy or vacancies in the member was elected, so that Notwithstanding the above methods:
Board of Directors shall be he or she once again is quali- provisions of this Section 5, a
deemed to exist on the occur- fied to serve, the board mem- regular or special meeting of (i) by personal delivery or
rence of the following: the ber resumes his or her place the Board of Directors may be written notice;
death, resignation or removal on the board. held at any place consented to (ii) by first-class mail,
of any director. in writing by all the board postage pre-paid;
(d) Removal. Any director (iii) by telephone communi-
(b) Resignations. Except as members, either before or after
may be removed if he or she cation, either directly to
provided in this paragraph, any misses more than three (3) days the meeting.
If consents are given, they the director or to a per-
director may resign, which res- of board meetings, as defined
shall be filed with the minutes son at the directors
ignation shall be effective on by board policy, without giving
of the meeting. Any meeting, office who would rea-
giving written notice to the the president or executive direc-
regular or special, may be held sonably be expected to
president, the secretary or the tor an excused reason for the
by conference telephone or sim- communicate such
Board of Directors, unless the absence. “Board meetings”
ilar communication equipment, notice promptly to the
notice specifies a later time for includes conference calls.
so long as all directors partici- director; or
the resignation to become effec- Excused absences include fami-
pating in the meeting can hear (iv) by telegram, charges
tive. If the resignation of a ly or work emergencies and
one another, and all such direc- prepaid. All such
director is effective at a future other reasons deemed accept-
tors shall be deemed to be pre- notices shall be given
time, the Board of Directors able by a majority of the board.
sent in person at such meeting. or sent to the director’s
may elect a successor to take Notification of the acceptable
address or telephone
office when the resignation absence may be made verbally,
SECTION 6: number as shown on
becomes effective and until the but preferably would be given
in writing. Notification given ANNUAL MEETING the records of the cor-
next meeting of members of the
corporation. No director may electronically is acceptable. poration.
Immediately following each
resign when the corporation Notification must be made annual meeting of members
would then be left without a before the meeting, except in (b) Time requirements.
and the election of board mem-
duly elected director or direc- cases of emergency as accepted Notices sent by first class mail
bers and officers, the Board of
tors in charge of its affairs. by a majority of the board. shall be deposited into a United
Directors shall hold a regular
States mail box at least ten days
(c) Change in employment (e) No vacancy on reduction meeting for the purpose of
before the time set for the meet-
status. If a sitting board mem- of number of directors. No organization, and the transac-
ing. Notices given by personal
ber (including regional direc- reduction of the authorized tion of other business. Notice of
delivery, telephone, or tele-
tors) has a change in employ- number of directors shall have this meeting shall not be
graph shall be delivered, tele-
ment status such that the major- the effect of removing any required.
phoned, or given to the tele-
ity of his or her income no director before that director’s graph company at least ten
longer comes from journalism term of office expires. SECTION 7:
OTHER REGULAR AND days before the time set for the
as specified in the qualifica- meeting.
tions, the board member must SPECIAL MEETINGS
SECTION 5:
alert his or her alternate so that PLACE OF MEETINGS; (a) Other regular meetings of (c) Notice contents. The
the alternate assumes the post MEETINGS BY TELEPHONE the Board of Directors shall be notice shall state the time and
temporarily. In the case of held at such time as shall from place for the meeting. However,
Regular meetings of the
national officers, the president time-to-time be fixed by the it need not specify the purpose
Board of Directors may be held
will appoint a temporary Board of Directors and notified of meeting, or the place of the
at any place within or outside
replacement with the approval in advance to its members, in meeting, if it is to be held at the
the State of California that has
of a majority of the board. accordance with Section 8 of principal executive office of the
been designated from time-to-
At the next board meeting time by resolution of the Board. this Article. corporation.
after the board member’s sta- In the absence of such designa- (b) Special meetings of the
tus changed, the board may tion, regular meetings shall be Board of Directors for any pur-
consider the situation at the held at the principal executive pose may be called at any time
BYLAWS OF THE NATIONAL ASSOCIATION OF HISPANIC JOURNALISTS
25
present its recommendations to president to appoint, any other SECTION 7: present at such meetings,
the Board of Directors. Mem- officers that the business of the RESPONSIBILITIES the number of members
bers of the Advisory Board will corporation may require, each OF OFFICERS present or represented at
have no vote on the Board of of whom shall have the title, members’ meetings, and
(a) President. Subject to such
Directors unless they have been hold office for the period, have the proceedings of such
supervisory powers of the
duly elected to a position on the authority, and perform the meetings.
Board of Directors, the presi-
that Board. duties specified in the bylaws (ii) Membership records. The
dent shall, subject to the control
or determined from time-to- secretary shall keep, or
of the Board of Directors, gener-
ARTICLE X time by the Board of Directors. ally supervise, direct, and con- cause to be kept, at the
OFFICERS trol the business and the offi- principal executive office,
SECTION 4: cers of the corporation. He/she as determined by resolu-
SECTION 1: REMOVAL OF OFFICERS shall preside at all meetings of tion of the Board of Direc-
OFFICERS the members and at all meet- tors, a record of the corpo-
Subject to the rights, if any,
The officers of the corpora- of any officer under any con- ings of the Board of Directors. ration’s members, showing
tion shall be a president, a sec- tract of employment, any officer He/she shall have such powers the names of all members,
retary, a financial officer, a vice- may be removed, with cause, and duties as may be pre- their addresses, and the
president for Print, and a vice- by the Board of Directors, at a scribed by the Board of Direc- class of membership held
president for Broadcast and special meeting of the board tors or the bylaws. by each.
such other officers as may be convened with notice for said (iii) Notice. seal and other
(b) Vice Presidents. In the
appointed in accordance with purpose, the notice containing duties. The secretary shall
absence or disability of the
the provisions of Section 3 of the charges for said action and give, or cause to be given,
president, the Vice- Presidents,
this Article X. Any number of after hearing the officer respond notice of all meetings of
in order of their rank as fixed
offices may be held by the same to said charges. The dismissal the members and of the
by the members in electing a
person, except that neither the shall be subject to ratification or Board of Directors required
vice-president for Print and a
secretary nor the financial offi- revocation by the members in by the bylaws to be given.
vice-president for Broadcast,
cer may serve concurrently as accordance with the voting pro- He/she shall keep the seal
shall perform all the duties of
the president, and all disburse- cedures established in these of the corporation in safe
the president, and when so act-
ments shall be authorized by at bylaws. custody. He/she shall have
ing shall have all the powers of,
least two officers. and be subject to all the restric- such other powers and
SECTION 5: tions upon, the president. The perform such other duties
SECTION 2: vice president receiving the as may be prescribed by
RESIGNATION OF OFFICERS
ELECTION OF OFFICERS most votes from the general the Board of Directors or
Any officer may resign at the bylaws.
(a) The officers of the corpo- membership during the most
any time by giving written
ration, except those appointed recent election shall be the first
notice to the corporation. Any (c) Financial Officer. The
in accordance with the provi- to succeed the president in case
resignation shall take effect at financial officer shall attend to
sions of Section 3 of this Article of absence or vacancy. The vice-
the date of the receipt of that the following:
X, shall be chosen by the mem- presidents shall have such other
notice or at any later time spec-
bers, and each shall serve for powers and perform such other (i) Books of account. The
ified in that notice; and, unless
their terms. The president shall duties as from time-to-time financial officer shall keep
otherwise specified in the
be limited to one two-year term may be prescribed for them, and maintain, or cause to
notice, the acceptance of the
of office at a time and may not respectively, by the Board of be kept and maintained,
serve consecutive terms. resignation shall not be neces-
Directors. adequate and correct books
sary to make it effective. Any
(b) A member must have resignation is without prejudice (c) Secretary. The secretary and records of accounts of
served at least one term on the to the rights, if any, of the cor- shall attend to the following: the properties and business
Board of Directors in any capac- poration under any contract to transactions of the corpora-
ity before Serving as president. which the officer is a party. (i) Book of minutes. The sec- tion, including account of
A member’s past service on the retary shall keep or cause its assets, liabilities,
board need not immediately to be kept, at the principal receipts, disbursements,
SECTION 6:
precede his/her term as presi- executive office or such gains, losses, capital,
VACANCIES IN OFFICES
dent. other place as the Board of retained earnings, and
A vacancy in any office Directors may direct, a other matters customarily
because of death, resignation, book of minutes of all the included in financial state-
SECTION 3: removal, disqualification or any meetings and actions of ments. The books of
SUBORDINATE OFFICERS other cause shall be filled only directors, committees of account shall be open to
AND STAFF in the manner prescribed in directors, and, if special, inspection by any director
The Board of Directors may these bylaws for regular how authorized, the notice at all reasonable times.
appoint, and may authorize the appointment to that office. given, the names of those
BYLAWS OF THE NATIONAL ASSOCIATION OF HISPANIC JOURNALISTS
27
(ii) Deposit and disbursement officer, employee, or other duty relating to assets held in other fiduciary may be entitled
of money and valuables. agent of this corporation, or is charitable trust, by reason of the by contract or otherwise, which
The financial officer shall or was serving at the request of fact that such person is or was shall be enforceable to the
deposit all money and this corporation as a director, an agent of this corporation, for extent permitted by applicable
other valuables in the officer, employee, or agent of all expenses, judgments, fines, law.
name and to the credit of another foreign or domestic settlements, and other amounts
the corporation with such corporation, partnership, joint actually and reasonably
ARTICLE XIII
depositories as may be des- venture, trust, or other enter- incurred in connection with the
RECORDS AND REPORTS
ignated by the Board of prise, or was a director, officer, proceeding.
Directors; shall disburse employee, or agent of a foreign
SECTION l:
the funds of the corpora- or domestic corporation that SECTION 3:
INSPECTION RIGHTS
tion as may be ordered by was a predecessor corporation CONTRACTUAL RIGHT
the Board of Directors; of this corporation or of another OF NON-DIRECTORS AND Any member of the corpora-
shall render to the presi- enterprise at the request of the NON-OFFICERS tion may:
dent and directors, when- predecessor corporation. (a) inspect and copy the
Nothing contained in this
ever they request it, an records of members’ names and
(b) “proceeding” means any Article shall affect any right to
account of all of his/her addresses and voting rights
threatened, pending, or com- indemnification to which per-
transactions as financial during usual business hours on
pleted action or proceeding, sons other than directors and
officer and of the financial five day prior written demand
whether civil, criminal, admin- officers of this corporation, or
condition of the corpora- on the corporation, stating the
istrative, or investigative; and any subsidiary hereof, may be
tion; and shall have other purpose for which the inspec-
(c) “expenses” includes, entitled by contract or other- tion of rights are requested, and
powers and perform such
without limitation, all attorney wise.
other duties as may be pre- (b) obtain from the secretary
scribed by the Board of fees, costs, and any other
expenses incurred in the SECTION 4: of the corporation, on written
Directors or the bylaws. demand and on the tender of
defense of any claims or pro- INSURANCE
(iii) Bond. If required by the ceedings against an agent by the secretary’s usual charges for
The Board of Directors may
Board of Directors, the reason of his/her position or such a list, if any, a list of names
adopt a resolution authorizing
financial officer shall give relationship: agent and all attor- and addresses of members who
the purchase and maintenance
the corporation a bond in ney fees, costs, and other are entitled to vote for the elec-
of insurance on their behalf or tion of directors, and their vot-
the amount and with the expenses incurred in establish- of any agent of the corporation ing rights, as of the most recent
surety or sureties specified ing a right to indemnification against any liability asserted record date for which that list
by the Board for faithful under this article. against or incurred by the agent has been compiled, or as of a
performance of the duties
in such capacity or arising out date specified by the member
of his office and for SECTION 2:
restoration to the corpora- of the agent’s status as such, after the date of demand. The
ACTIONS BROUGHT whether or not this corporation
tion of all its books, papers, BY PERSONS OTHER THAN demand shall state the purpose
vouchers, money, and would have the power to for which the list is requested.
THE CORPORATION indemnify the agent against
other property of every This list shall be made available
kind in his possession or Subject to the required find- that liability under the provi- to any such member by the sec-
under his control on his ings to be made pursuant to sions of this section. retary on or before the later of
death, resignation, retire- Section 5, below, this corpora- 10 days after the demand is
ment, or removal from tion shall indemnify any person SECTION 5: received or the date specified in
office. who was or is a party, or is FIDUCIARIES OR it as the date which the list is to
threatened to be made party, to CORPORATE EMPLOYEE be compiled.
any proceeding other than an BENEFIT PLAN
action brought by, or on behalf This Article does not apply Any inspection and copying
ARTICLE XI under this section may be made
INDEMNIFICATION OF of, this corporation, or by an to any proceeding against any
officer, director or person grant- trustee, investment manager, or in person or by an agent or
DIRECTORS. OFFICERS. attorney of the member and the
EMPLOYEES. ed related status by the Attor- other fiduciary of an employee
ney General, or by the Attorney benefit plan in that person’s right of inspection includes the
AND OTHER AGENTS right to copy and make extracts.
General on the ground that the capacity as such, even though
SECTION l: defendant director was or is that person may also be an
engaging in self-dealing within agent of the corporation as SECTION 2:
DEFINITIONS MAINTENANCE AND
the meaning of California Cor- defined in Section 1 of this Arti-
For the purpose of this porations Code, or by the Attor- cle. Nothing contained in this INSPECTION
Article, ney General or a person grant- Article shall limit any right to OF ARTICLES AND BYLAWS
(a) “agent” means any per- ed related status by the Attor- indemnification to which such a The corporation shall keep
son who is or was a director, ney General for any breach of trustee, investment manager, or at its principal executive office,
BYLAWS OF THE NATIONAL ASSOCIATION OF HISPANIC JOURNALISTS
28
or if its principal executive subsidiary corporation of the ARTICLE XIII 4. To foster a greater under-
office is not in the State of Cali- corporation. CONSTRUCTION AND standing of Hispanic media
fornia, at its principal business DEFINITIONS professionals’ special cultural
office in this State, the original SECTION 4: identity, interests and concerns.
Unless the context requires
or a copy of the articles and INSPECTION BY DIRECTORS
otherwise, the general provi-
bylaws as amended to date, Every director shall have sions, rules of construction, and These Bylaws were
which shall be open to inspec- the absolute right at any reason- definitions in the California approved by the members of
tion by the members at all rea- able time to inspect all books, Nonprofit Corporation Law The National Association of
sonable times during office records and documents of every shall govern the construction of Hispanic Journalist at their
hours. If the principal executive kind and the physical proper- these bylaws. Without limiting meeting on July 28,1984 in Dal-
office of the Corporation is out- ties of the corporation and each the generality of the above, the las, Texas.
side the State of California and of its subsidiary corporations. masculine gender includes the
the corporation has no principal This inspection by a director feminine and neuter, the singu-
business office in this State, the may be made in person or by lar number includes the plural,
secretary shall, on the written an agent or attorney, and the the plural number includes the
request of any member, furnish right of inspection includes the singular, and the term “person”
to that member a copy of the right to copy and make extracts includes both the corporation
articles and bylaws as amended of documents. and a natural person. Interpre-
to date.
tation of the bylaws will be a
SECTION 5: prerogative of an absolute
SECTION 3: ANNUAL REPORT majority of members of the
MAINTENANCE AND The Board of Directors shall board.
INSPECTION issue annual or other periodic
OF OTHER CORPORATE reports to the members of the ARTICLE XIV
RECORDS corporation as they consider AMENDMENTS
The accounting books, appropriate. However, the cor-
records, and minutes of pro- poration shall provide to the New bylaws may be adopt-
ceeding of the members and the directors, and to those members ed or these bylaws may be
Board of Directors and any who request it in writing, with- amended or repealed by
committee(s) of the Board of in 120 days of the close of its approval of two-thirds of all the
Directors shall be kept at such fiscal year, a report containing members or their proxies, at the
place or places designated by the following information in assent of these persons. This
the Board of Directors, or, in the reasonable detail: provision will not apply in the
absence of such designation, at first twelve (12) months of cor-
l. The assets and liabilities, porate existence, when only a
the principal executive office of including the trust funds, of the
the corporation. The minutes simple majority will be required
corporation as of the end of the for these bylaws to be amend-
shall be kept in written or fiscal year.
typed form, and the accounting ed.
books and records shall be kept 2. The principal changes in
either in written or typed form assets and liabilities, including ARTICLE XV
or in any other form capable of trust funds, during the fiscal OBJECTIVES AND
being converted into written, year. PURPOSES
typed, or printed form. The 3. The revenue or receipts of
minutes and accounting books The objectives of this corpo-
the corporation, both unrestrict-
and records shall be open to ration shall be:
ed and restricted to particular
inspection on the written purposes, for the fiscal year. l. To organize and provide
demand of any member, at any mutual support for Hispanics
reasonable time during usual 4. The expenses or disburse- involved in the gathering or
business hours, for a purpose ments of the corporation, for dissemination of news.
reasonably related to the mem- both general and restricted pur-
poses, during the fiscal year. 2. To encourage and support
ber’s interests as a member.
the study and practice of jour-
The inspection may be made in
nalism and communications by
person or by an agent or attor-
Hispanics.
ney, and shall include the right
to copy and make extracts. 3. To further the employ-
These rights of inspection shall ment and career development
extend to the records of each of Hispanics in the media.
CODE OF ETHICS
T protecting freedom
of expression from
language and culture. We
should be especially aware of
the advantages cultural plural-
Article 7
The journalist will not serve
abridgment by any law, guar- as an auxiliary or agent to a
antees to the people through ism presents and encourage it. police force, nor surrender vol-
their press a constitutional untarily material which he/she
right, and thereby places on Article 2 receives or produces as part of
journalists a particular respon- The journalist will make his/her professional duties, nor
sibility. every effort to present a proper as a journalist will he/she be
The right of people to and just image of those groups available to judge those
receive truthful information which make up society. Thus, accused in a court of law.
Adopted by the members about events of public interest he/she will not promote
and to exercise freedom of prejudicial or ethnic slurs nor Article 8
of the National Association expression are two of the pil- attacks upon a person’s The journalist has the con-
of Hispanic Journalists on lars of a democratic way of life. honesty. stitutional right to participate
April 27, 1985 Journalists, within our daily in public life and the tradition
tasks in the various media, are Article 3 to express his/her opinions as
depositories and guardians of The news organization a journalist through the appro-
this right and this freedom should serve as a constructive priate medium. However, in
which belongs to all. critic of all segments of society. order to maintain public trust
Thus journalism demands It should vigorously expose in his/her honesty and to pre-
of its practitioners not only wrongdoing or misuse of vent situations which might
industry and knowledge, but power, public or private. Edito- create reasonable doubts about
also the pursuit of a standard rially, it should advocate need- his/her integrity, the journalist
of integrity proportionate to ed reform or innovation in the must not accept renumerations
the journalist’s singular obliga- public interest. from sources he/she covers,
tion. nor use his/her professional
A free press has responsibil- Article 4 status as a representative of the
ities to all segments of society. public for selfish or other
We must recognize that society The journalist will endeavor
to present an honest version of unworthy motives.
can best be served by media
outlets that represent all those the news coverage assigned to
him/her and should avoid Article 9
segments. Therefore, we must
encourage opportunities for all practices that would conflict Journalists must respect the
media to have equal access to with the ability to report and rights of people involved in the
news sources regardless of present news in a fair and news, observe the common
style, orientation, language unbiased manner. He/she will standards of decency and stand
and/or audience. show all sides of every valid accountable to the public for
Hispanic journalism tradi- controversy. This also includes the fairness and accuracy of
tion, of which we are heirs, is the reporting of background their news reports. Persons
in fact one of the main contri- news and the clarification, with publicly accused must be given
butions which Hispanics give facts, of any allegations which the earliest opportunity to
toward the betterment of soci- the journalist deems false or respond. Substantive errors
ety in the United States of misleading. must be admitted and correct-
America. With the goal of guar- ed promptly and prominently.
anteeing the right of expression Article 5
and the right of the people to The journalist will not Article 10
be informed, we the members accept remunerations from out- We as the National Associa-
of the Hispanic Journalists, side sources to cover or alter tion of Hispanic Journalists
proud of our heritage, adopt news or editorials. uphold this Code of Ethics and
the following Code of Ethics. will actively promote it. Any
Article 6 violations brought to the atten-
Article 1 tion of NAHJ will be promptly
Pledges of confidentiality to
The abilities and values of news sources must be honored considered and, if necessary,
news professionals are at all costs. Whenever possible, acted upon.
enhanced by diversity of exper- the journalist will endeavor to
tise interests and backgrounds. obtain information from identi-
National Association of Hispanic Journalists
1193 National Press Building
Washington, DC 20045-2100
(202) 662-7145 • FAX (202) 662-7144
Web: www.nahj.org • E-mail: nahj@nahj.org