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NAH
N U A L R E P O R T A
J
N D
0
B
2 Y L A W S
President’s Message . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Board of Directors/Committees . . . . . . . . . . . . . . . . .6
Year in Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Message from the Vice President of Print . . . . . . . . . .9
Message from the Vice President of Broadcast . . . . .10
Message from the Treasurer . . . . . . . . . . . . . . . . . . . .11
2002 Financial Statements . . . . . . . . . . . . . . . . . . . . . .12
Membership Figures and Web Statistics . . . . . . . . . .15
Spanish-Language At-Large Officer Report . . . . . . .16
Student At-Large Report . . . . . . . . . . . . . . . . . . . . . .17
Regional Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Region 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Region 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Region 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
Region 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
Region 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
Region 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
Region 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
Region 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
Code of Ethics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .32
STAFF
Anna M. López, Executive Director
Joseph Torres, Communications Director
Yaneth Guillen, Administrative Assistant
Michael Reyes, Membership Services Manager
Kevin Olivas, Educational Programs Manager
Marco Botero, Professional Development Manager
Claudia Araujo, Membership/Registration Assistant
Michelle Vignoli, Program Assistant
Patricia Valda, Editorial Assistant
Michele Brown, NAHJ Intern
NAHJ
1000 National Press Building
Washington, DC 20045-2001
Tel (202) 662-7145
Fax (202) 662-7144
www.nahj.org
PRESIDENT’S MESSAGE
3
his has been a record- • NAHJ was more visible But numbers are only part
T breaking year for
NAHJ, a year in
than ever in the national
press. Among the many
of the story.
In October, the NAHJ
which the organization has instances were: my 90- board of directors developed
experienced unprecedented minute debate televised and approved a comprehen-
growth in membership, in its over C-Span last fall at the sive five-year strategic plan
programs and outreach, and National Press Club with for the organization. This is
in its nationwide influence William McGowan; our only the second time in our
over our profession and the condemnation of Vanity 20-year history that NAHJ has
entire media industry. Fair’s Dame Edna column had a strategic plan in place.
When you elected me pres- for anti-Latino remarks; the It is an enormously ambitious
ident last June, I promised to dozens of articles and news plan, one which sets clear and
accept no more excuses from reports about our 7th annu- measurable goals for success.
the industry for its slow pace al Brownout Report issued We have called on the indus-
in the hiring of Latinos or for in December and more than try, for example, to double the
the disturbing decline in the a dozen interviews and percentage of Latinos working
Juan González quality of the news coverage appearances by myself or in the nation’s newspapers in
many media companies pro- communications director five years — from 3.8 percent
vide to the American people. Joe Torres on NAHJ’s view in ASNE’s 2002 report to 7.8
I promised that NAHJ would: of FCC ownership changes. percent — and we have
• Our scholarship banquet in called for similar increases in
1. Raise the bar for both hiring by the broadcast indus-
quality news coverage and February raised an all-time
high in revenue of $216,000. try. How could such amazing
diversity, progress be possible when it
2. Devise innovative new • Our annual budget for the took the industry 25 years to
programs to improve current 2003 fiscal year has get to the current abysmal
hiring of Latinos and to nearly doubled — from number of Latinos?
provide better training and $1.1 million in 2002 to near- Well, we are not merely
professional development ly $1.8 million. Despite the issuing a rhetorical challenge.
for our members in both increased cost of holding We have actually devised a
English- and Spanish- this year’s convention in method for media companies
language media, New York City and several to achieve rapid results. Since
3. Engage in timely and skill- new programs we’ve start- October, the board and the
ful advocacy, not just over ed, we are on target to meet staff have created and
instances of Latino stereo- or exceed our budget goals. launched NAHJ’s newest and
typing, but on the broader • Our grant fundraising has most exciting program — the
issues confronting journal- been remarkably success- Parity Project. The project rep-
ists, ful. This spring we received resents a radical departure for
4. Expand and diversify our a one-year $80,000 grant NAHJ. Until now we have
financial base and our from the McCormick- largely been advocates for
resources to accomplish Tribune Foundation to help change. With the Parity Pro-
our goals. with our new Parity Pro- ject we have become agents
ject. And the Ford Founda- for change. In other words,
tion recently announced a we are now offering to direct-
Well, we have done all that
new $115,800 challenge ly partner with and assist
and more. The numbers speak
grant where Ford will media companies that have
for themselves.
match dollar-for-dollar all lagged in their attempts to
• Our membership at the end money we raise from indi- hire more Latinos and to
of 2002 was slightly less viduals. In addition, Knight “adequately cover the Latino
than 2,300 — a nearly one- Ridder has committed to community. Through the
third increase over NAHJ’s fund the publishing of a Parity Project we are now
previous highest member- new Spanish-language advising news executives and
ship of 1,700. Our new life- stylebook that NAHJ will training their staffs in how to
time members project, start- issue in the fall, and we better serve the Hispanic
ed in January, already has hope to announce some market. We are helping them
11 members and we expect further grants later this set concrete measurable goals
to reach at least 25 at the year. in hiring and coverage, and
convention. assisting them to meet those
PRESIDENT’S MESSAGE
4
raised questions about how diverse and adequately job supervising the birth of
these proposed changes trained to provide the best the Parity Project on a day-
would affect Latino journal- coverage for all Americans. to-day basis along with our
ists and the Hispanic commu- Yes, it’s been an amazing Parity Project coordinator
nity. But the rest of the jour- year. All over the country Mike Zamba. Convention
nalism community remained there is a new excitement Chairperson Rose Marie Arce
silent. Then in late February, about NAHJ. Not only are and Program Chairperson
we publicly criticized FCC more people joining, more Carolina González and the
Chairman Michael Powell for members have gotten actively entire convention organizing
not holding sufficient public involved. Our New York con- committee did a wonderful
hearings and the media com- vention host committee, for job putting together perhaps
panies for not adequately example, had nearly 80 vol- the best convention in
covering this important issue, unteers, and we are likely to NAHJ’s history. Fundraising
and we called on journalism have record convention atten- Chairperson Iván Román has
organizations to demand a dance as well. In Philadelphia enthusiastically guided that
more democratic and open and other cities, new groups committee and done a
process. have formed to start NAHJ remarkable job with one of
Over the next few months chapters, and student mem- our new fundraising initia-
our example prompted sever- bership has increased dramat- tives, the car raffle. All the
al groups, including the Cali- ically. Our regional directors members of NAHJ’s staff and
fornia Chicano News Media organized successful confer- of the board of directors have
Association, UNITY, National ences in four of the regions performed above the call of
Association of Black Journal- during the past year and duty throughout the year,
ists, National Lesbian & Gay numerous other special even though they faced more
Journalists, and the Society events and networking meet- responsibility and a heavier
of Professional Journalists ings. And next year, with workload than anyone envi-
to take similar public stands. NAHJ’s own Ernie Sotomay- sioned. My special thanks to
As a result of our efforts, and or as president of UNITY and Mort Zuckerman, the pub-
those of other civic and pub- with Anna López leaving to lisher of the Daily News, for
lic interest groups, the FCC become executive director of allowing me to take a four-
was confronted with the UNITY, NAHJ’s influence on month leave of absence earli-
greatest public scrutiny it has our larger umbrella alliance er this year, which allowed
ever had over its rule-making will be greater than ever. me to devote crucial time to
process. While Powell still But none of this would fundraising for NAHJ and to
managed to push through his have been possible without developing the Parity Project.
agenda, the strong reaction in support and active participa- Our record shattering year,
Congress suggests that those tion of the members. however, is only the begin-
new rules may still face an I would like to especially ning. Next year we must do
overhaul. note the contributions of a even better. I will repeat what
What NAHJ did was good few people. Cecilia Alvear, I said in San Diego: we have
for journalism and good for my predecessor, did a some of the finest minds and
democracy. It sent a clear tremendous job in profession- most dedicated journalists in
signal to the industry that alizing NAHJ’s work and has this country within the ranks
this organization has continued to provide wise of NAHJ. If we stay united,
matured. We will no longer counsel and support as an dare to dream and work hard,
be regarded as a marginal, ex-officio member of the we have the capacity to trans-
special-interest group only board. Anna López has per- form the state of journalism
concerned about Latino formed a marvelous job for for Latinos and for all Ameri-
“issues.” Rather, we are an years as NAHJ director, and cans. So let’s just do it.
organization of American she now moves on to even
journalists concerned first greater accomplishments at — Juan González
and foremost about standards UNITY. Communications
and quality in the news we Director Joe Torres has been
deliver. And quite naturally, more than NAHJ’s
as Latino journalists we are spokesman. He has been the
especially determined to have guiding force behind many of
the staffs of our nation’s NAHJ’s policy initiatives and
newsrooms sufficiently has also done a tremendous
BOARD OF DIRECTORS/COMMITTEES
6
dent Vicente Fox. Fox convention in San Diego. American Society of News-
2
answered questions from The paper won for “Building paper Editors’ annual survey
several journalists on the Bridges,” a story that exam- that found that Latinos made
0
relationship between the two ined the community’s racial up only 3.9 percent of all
countries. and ethnic attitudes as the newsroom employees work-
population of the city ing at daily newspapers in
González Elected NAHJ changed from majority white 2001. In 2000, Latinos made
President to majority Latino. up 3.7 percent of all news-
Juan González, a colum- room staff.
nist for the New York Daily Hall of Fame Induction
News, was elected NAHJ NAHJ inducted Frank del
president during the associa- Olmo, associate editor, Los JANUARY
tion’s 20th annual conven- Angeles Times; Félix Gutiér- NAHJ Protested
tion in San Diego. González rez, educator and activist; CNN Changes
is one the founders of the Paul Espinosa, independent NAHJ joined the Asian
association and co-founder filmmaker and Frank American Journalists Associ-
of UNITY: Journalists of Sotomayor, hiring editor, ation in expressing concern
Color. Los Angeles Times into its Hall about the absence of on-air
of Fame at the NAHJ 20th anchors of color at CNN
Eagle Tribune Wins Annual Convention in San during primetime viewing
Martinez-Marquez Award Diego. hours as a result of changes
The Eagle Tribune of made by the cable network
North Andover won the to its anchor desk. NAHJ
Guillermo Martinez- APRIL called on the network to
Marquez award at NAHJ’s ASNE Newsroom Survey keep diversity as a high
Noche de Triunfos Gala dur- NAHJ expressed its con- priority.
ing the association’s annual cern with the results of the
MESSAGE FROM THE VICE PRESIDENT OF PRINT
9
t has been an honor institute for our members. committee addressing the
I to serve on the
NAHJ board the past
We hope to hold the inau-
gural class in the spring of
training needs of Spanish-
language journalists. We
year. The whirlwind of activ- 2004. The institute’s focus have formed a subcommittee
ities driven by President will be providing the tools to tackle these issues and
Juan González, fellow board that enable our members to we must again move for-
members and staff has creat- move into decision-making ward on projects that enable
ed an exciting atmosphere as positions in their newsrooms our Spanish-language media
NAHJ has made its presence or simply become more members to reach their full
felt throughout the journal- respected and influential potential.
ism industry. I am fortunate members of them. In the fall of 2002, I
to be part of it. Another purpose is to cre- attended a meeting of the
In particular, this past ate a supportive network of Diversity Committee of the
year has sharpened my focus colleagues willing to share American Society of News-
on the needs of the industry, experiences and real-life case paper Editors. It was appar-
Jonathan Higuera our members, our news- studies of success. ent that the group was
Vice President, Print rooms and our communities. The call for newsrooms impressed with NAHJ’s
It has helped me acutely rec- and coverage to become higher profile, in particular
ognize the challenges facing more intellectually rich its Parity Project. As that
our mid-level journalists, through diversity is getting project moves forward, it
entry-level professionals, louder, as are its opponents. could become the model for
Spanish-language journalists, We want our members to be truly finding ways to inte-
students and newsroom ready when the opportunity grate today’s newsroom.
managers. arises. I challenge all members
Newsrooms of today are The project has gained of NAHJ to find ways to
frenetic, challenging, fast- support from the Freedom contribute to making this
paced environments where Forum, which has already professional organization a
decisions made at every level offered its facilities at Van- difference-maker. I welcome
are scrutinized and have real derbilt University in Ten- your ideas and support.
consequences. nessee for the inaugural And just as all politics
The need for us to be on class. But we must continue are local, organizing media
top of our game every day is searching for funders willing groups is often most effective
clear. to partner with us to make at the local level. I urge
This past year, I have this happen. everybody to get involved
spent a great deal of time In another area, I have in local events.
coordinating a leadership also spent time organizing a
MESSAGE FROM THE VICE PRESIDENT OF BROADCAST
10
hanks to NAHJ’s hard- went well and several pre- represent the station’s on-air
T working staff and our
president, Juan
screened audition tapes from
NAHJ members were given to
employees.
In addition, NAHJ has been
González, the broadcast side of Mr. Heyward for viewing. Still working closely with the
NAHJ has witnessed some bold no hires yet, but Mr. Heyward RTNDA on a number of issues,
movements this past year. has given us his word more including responding to a
Last December, NAHJ Latinos will be eventually hired. RTNDA survey that indicated a
released its annual Network NAHJ in 2003 met with ABC decline in the percentage of
Brownout Report. The report President David Westin as part Latinos working in local tele-
received a great deal of national of a larger coalition seeking vision stations. This, of course,
exposure and once again improved coverage of communi- is of great concern and we are
brought to light the dismal ties of color. confident that the Parity Pro-
progress the networks have The improved relations with ject—which is now making
made when it comes to report- networks and the tireless work great progress in Denver and
ing about Latinos. The bottom by the convention committee has Ventura County—will eventual-
Art Rascon line? Virtually no progress was also resulted in what will be a ly help turn this trend around.
Vice President, Broadcast made in increasing the percent- powerful convention for broad- There are so many other
age of stories about Latinos that cast journalists. The network solid, positive movements
ABC, CBS, NBC and CNN news presidents of ABC, CBS around the country—too many
aired on their network evening and NBC will be the featured to mention. But they range from
newscasts. However, there was guests at a newsmaker luncheon an increased number of small
substantial improvement in the to discuss the state of our indus- market stations requesting Lati-
percentage of Latinos inter- try and efforts to diversify the no résumés to growing requests
viewed on Latino-related network news ranks. to have the NAHJ represented
stories. NAHJ has also been involved at various forms or conventions.
In addition, NAHJ directed indirectly in the equal pay issue It is clear that NAHJ is gradual-
strongly written letters to each at Chicago’s Telemundo station. ly becoming a more powerful
of the network news presidents NAHJ called on NBC, Telemun- force throughout the country
calling on them to aggressively do’s parent company, to treat and a voice of clarity and
seek out qualified Latino jour- fairly its Spanish-language representation for thousands of
nalists. This resulted in a one- employees. The Chicago Tele- aspiring broadcast journalists.
on-one meeting with CBS News mundo employees requested that
President Andrew Heyward and the American Federation of
Juan González. The meeting Television and Radio Artists
MESSAGE FROM THE TREASURER
11
AHJ faced continued important step for an orga- expected. The board reaf-
N fiscal challenge in an
increasingly difficult
nization the size of NAHJ.
Biannual audits are
firmed the existing financial
strategy in the fall. Since
economy. Almost all non- planned for the future. then, the funds have seen
profit organizations were modest gains.
• Budgeting and internal
forced to reassess programs, The general and scholar-
reporting features were
focus on fundraising and ship operating accounts are
refined. There are now
pare expenses in anticipation held in lower-yield, cash-
clearer distinctions
on revenue shortfalls. based funds, as are the
between sponsorships and
For NAHJ, 2002 was a remaining funds from the
donations, as well as funds
year of revitalization and multi-year Ford Foundation
raised from both media
reaffirmation. This past year grant given to NAHJ in 2000.
and non-media companies.
saw the passage of a strate- Total NAHJ assets
gic plan, the implementation • A fundraising initiative dropped in 2002 from
of the Parity Project and a was launched with the $663,255 to $639,060 — most
Javier Aldape new focus on fundraising. efforts of the Metropolitan of which was unrealized
Treasurer All had significant fiscal con- Group, a consultancy with losses from long-term
sequences, but on balance extensive experience in investments. Actual operat-
the organization finds itself nonprofit development. ing losses were minimal, in
with a comfortable, yet cau- keeping with tighter fiscal
tious fiscal forecast. Investments, including controls implemented by
the reserve and scholarship staff.
Major efforts were made
endowment accounts, contin-
in these areas:
ue to be focused on diversi-
• The first audit in several fied stock portfolios. As
years was completed in with all stocks, some ebb and
June 2003. This is an flow of total assets is to be
2002 FINANCIAL STATEMENTS
12
2002 FINANCIAL STATEMENTS
13
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 273,995
Short-term Investments 163,815
Accounts Receivable 38,008
Prepaid Expenses 20,797
Long-term Investments 108,052
Deposits in Leased Property 4,322
Property and Equipment 30,071
TOTAL ASSETS $ 639,060
LIABILITIES
NET ASSETS
* The following information is an excerpt from the 2002 audit report prepared by King, King and
Associates, P.A. The audit is available for viewing at the NAHJ National Office.
2002 FINANCIAL STATEMENTS
14
Temporarily 2002
Unrestricted Restricted TOTALS
REVENUE
Donations & Grants $36,410 $71,484 $107,894
Special Events 862,247 174,790 1,037,037
Membership Dues 96,772 – 96,772
Investment Return (41,997) (7,697) (49,694)
Miscellaneous Income 17,859 – 17,859
Net Assets Released from Restrictions 210,200 (210,200) –
TOTAL REVENUE $1,181,491 $28,377 $1,209,868
EXPENSES
Salaries, Benefits & Payroll Taxes 324,362 – 324,362
Consultants & Contractual Fees 26,715 – 26,715
Supplies 15,305 – 15,305
Communications 41,660 – 41,660
Postage & Delivery 23,312 – 23,312
Printing 48,663 – 48,663
Professional Dues, Publications & Training 11,720 – 11,720
Travel, Lodging & Business Meals 44,763 – 44,763
Scholarships, Grants & Awards 82,031 – 82,031
Occupancy 62,353 – 62,353
Meetings, Conferences & Events 584,158 – 584,158
Miscellaneous 1,002 – 1,002
Payroll, Investment & Bank Fees 9,550 – 9,550
Legal & Accounting Fees 20,828 – 20,828
Equipment Lease & Maintenance 17,718 – 17,718
Depreciation 10,258 – 10,258
TOTAL EXPENSES $1,324,398 – $1,324,398
* The following information is an excerpt from the 2002 audit report prepared by King, King and Associates, P.A. The audit is avail-
able for viewing at the NAHJ National Office.
MEMBERSHIP FIGURES AND WEB STATISTICS
15
nformation, inspira- all sorts of information we joined the Yahoo listserv and
I tion, and more infor-
mation: that’s what
could post there: from details
on how to set up campus
have kept in touch since
October 2001.
we learned in 2001 and 2002 chapters, to PDF applications Across the country,
about young Latino journal- for convention internships student involvement was
ists and what they want and and programs. For example, also good for NAHJ. In
need to succeed in their a common inquiry from Chicago, Phoenix, Bay Area,
careers. While we saw some would-be campus club San Antonio, Houston and
major successes in these founders concerned the other cities, students raved
areas, we also found that technicality of calling their about informal events with
much more needs to be groups “NAHJ” affiliates. professional Latino journal-
done. NAHJ had a tremendous ists. From bringing journal-
Students want help in impact for college students ists to campuses to speak
establishing NAHJ chapters in the New York City area to student clubs, to hosting
on their campuses, and they this year. At Brooklyn résumé critique sessions,
Luis Perez want professional members College, Hunter College, these events are what
Student At-Large of NAHJ to come to their New York University and students said they need and
Officer campuses and speak to them others, NAHJ college mem- want.
more often, as a way to bers recruited students for We also learned that we
improve communication programs at the 2003 con- need to kept better track of
between themselves and vention, networked and kept past convention internship
their would-be mentors. abreast of issues and jobs participants and scholarship
A great way to improve through a new student list- winners so that we may tap
these areas would be serv, and made headway in these young journalists for
through our Web site. creating campus chapters. leadership positions in the
Students would benefit from About 60 of these students future.
REGIONAL REPORTS
18
REGION 1 REPORT AHJ members in round. Plans are under way rendered positive results.
REGION 2 REPORT his past year, Region co-hosting a town hall meet- generous food donation from
REGION 3 REPORT n 2002, the Mid- son High School in Manassas Washington, D.C., area gath-
REGION 4 REPORT egion 4 met its major nels 6 and 51 in the South cles and editorials which led
REGION 5 REPORT AHJ Region 5 mem- The Brownsville Herald, and funds for scholarships.
REGION 6 REPORT ast year’s Region 6 Press; Channel 3 WKYC-TV; Latino/Chicano high school
REGION 7 REPORT his convention con- have staged workshops for nos and education.
REGION 8 REPORT ast year was a busy go to Lavonne Luquis and all our key speakers that day
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
23
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
24
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
25
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 ear-
vote pursuant to the proxy is
the board, the record date ceding such election. On timely lier mail ballot submitted by the
counted; provided however,
for determining those receipt of such a petition signed 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 is
(11) months from the date of the
action without a meeting, cause the name of the candidate over. All ballots, mail and on-
proxy, unless otherwise provid-
when no prior action by to be placed on the mail ballot. 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.
given. When prior action of form of proxy that is marked by nominate candidates for region- Each candidate may have an
BYLAWS OF THE NATIONAL ASSOCIATION OF HISPANIC JOURNALISTS
26
observer present for the count; and vote for the director of their the California Nonprofit Corpo- SECTION 2:
the observer cannot be the can- region. Petitions must be ration Law and any limitations NUMBER AND
didate and cannot participate in received by the national office in the Articles of Incorporation QUALIFICATION OF
the count. Objections, if any, no later than ten (10) days after and these bylaws relating to DIRECTORS
must be presented immediately the annual meeting at the con- action required to be approved The authorized number of
to the elections committee chair. vention. Once candidate(s) have by the members, the business directors shall be 16. Directors
The committee will listen to the qualified for the ballot, the and affairs of the corporation
need not be residents of the
objection(s) as soon as possible, national office shall cause their shall be managed, and all corpo-
State of California. There will
but no later than 24 hours after names to be put on the ballot rate powers shall be exercised,
be 3 At-large officers. There will
the count is completed, to and have the ballots mailed to by or under the direction of the
be eight Regional directors
determine what should be every eligible member in the Board of Directors.
selected by each of the follow-
done, if anything. The commit- region at least ten (10) days (b) Specific powers. Without ing regions:
tee’s decision is final. before the due date. The due prejudice to these general pow-
The non-voting Student date is the last business day l. Caribbean — Puerto Rico,
ers, and subject to the same limi-
Representative shall be elected before the 30th day after the Virgin Islands
tations, the directors shall have
by mail and in person by the annual meeting. To be consid- the power to: 2. Northeast — Connecticut,
eligible student membership in ered valid, original ballots must Maine, Massachusetts, New
the same manner as officers are be received at the national (i) Select and remove all staff
Hampshire, New York, New
elected. office by 5 p.m. in the office’s members, agents, and
employees of the corpora- Jersey, Rhode Island, Vermont
Elected officers shall be the time zone on the due date.
President; Vice President for tion; prescribe any powers 3. Mid-Atlantic —
Elections for regional direc-
Broadcast; Vice President for and duties for them that are Delaware, Kentucky, Maryland,
tor alternates are conducted in
Print; Secretary; Financial Offi- consistent with law, with Pennsylvania, Virginia, Wash-
the same manner as for regional
cer; three At-large officers of the the Articles of Incorpora- ington D.C., West Virginia
directors. Except, however, if
board, which shall include an tion, and with these
there are no candidates for 4. South — Alabama, Flori-
At-large Officer for Spanish bylaws; and fix their com-
alternate, the regional director, da, Georgia, Mississippi, North
Language and an At-large Offi- pensation.
once elected, may choose an Carolina, South Carolina, Ten-
cer for New Media; and a non- alternate with board approval. (ii) Change the principal execu-
nessee
voting Student Representative. tive office or the principal
If no candidates qualify to business office; cause the
The election of all officers shall 5. South Central —
run for regional director by the corporation to be qualified
be by majority vote. Arkansas, Louisiana, Okla-
deadlines, a special election can to do business in any other
The Vice President for homa, Texas
be conducted. The requirements state, territory, dependency,
Broadcast shall be a member of for nomination petitions and 6. Midwest — Illinois, Indi-
broadcast media, and the Vice or country and designate
eligibility are the same, except any place for the holding of ana, Iowa, Kansas, Michigan,
President for Print shall be a that petitions must be received Minnesota, Missouri, Montana,
member of print media. The At- any members’ meeting or
by the national office no later meetings, including annual Nebraska, North Dakota, Ohio,
large Officer for Spanish Lan- than forty (40) days after the South Dakota, Wisconsin
guage shall be a member of meetings, anywhere in the
annual meeting. Ballots must be United States.
a Spanish-language 7. Southwest — Arizona,
mailed at least ten (10) days (iii) Adopt, make, and use a
medium. The At-large Officer Colorado, Nevada, New Mexi-
before the due date. The due corporate seal; prescribe the
for New Media shall be a mem- co, Utah, Wyoming
date is the last business day forms of membership cer-
ber of an online publication. before the 60th day after the tificates; and alter the form 8. Pacific — Alaska, Califor-
The non-voting Student annual meeting. of the seal and certificate. nia, Hawaii, Idaho, Oregon,
Representative shall be a full-
If no candidates qualify to (iv) Borrow money and incur Washington
time student concentrating on
run in a special election, the indebtedness on behalf of
broadcast or print journalism
board will appoint a director the corporation and cause
or new media in an institute of SECTION 3:
for the region. A majority of the to be executed and deliv-
higher education. ELECTION AND TERM OF
board (nine votes) is required to ered for the corporation’s
OFFICE OF DIRECTORS
appoint a regional director. purposes, in the corporate
SECTION 4: name, promissory notes, (a) Directors and the non-
ELECTION PROCEDURE ARTICLE VIII bonds, debentures, deeds of voting Student Representative
Elections for regional direc- DIRECTORS trust, mortgages, pledges, shall serve two-year terms.
tors shall be held within thirty hypothecations, and other
(b) Executive Officers and
(30) days of the annual meeting SECTION 1: evidences of debt and secu-
at-large officers shall be elected
at the national convention. POWERS rities.
every two years at annual con-
Only qualified members from (a) General corporate pow- (v) Own and sell property to ventions in even years. (Two-
within a region may nominate ers. Subject to the provisions of pursue the corporate pur- year terms began in 1998.)
poses.
BYLAWS OF THE NATIONAL ASSOCIATION OF HISPANIC JOURNALISTS
27
(c) Regional Directors shall board member’s request and office of the corporation. pose may be called at any time
be elected every two years in the board could choose, by a Special meetings of the by the president, or any vice-
odd years as specified in Article majority vote, to allow the Board shall be held at any place president, the secretary, or any
VII. (Two-year terms began in board member to remain on within or outside the State of ten directors.
1997.) the board if the board mem- California that has been desig-
ber is challenging his or her nated in the notice of the meet- SECTION 8:
change in employment sta- ing or, if not stated in notice, or NOTICES
SECTION 4:
tus. If the board member’s if there is no notice, at the prin-
VACANCIES (a) Manner of giving. Notice
status changes again during cipal executive office of the cor-
(a) Events causing vacancy. the term for which the board of the time and place of meet-
poration.
A vacancy or vacancies in the member was elected, so that ings shall be given to each
Notwithstanding the above director by one of the following
Board of Directors shall be he or she once again is quali- provisions of this Section 5, a methods:
deemed to exist on the occur- fied to serve, the board mem- regular or special meeting of
rence of the following: the ber resumes his or her place (i) by personal delivery or
the Board of Directors may be
death, resignation or removal on the board. written notice;
held at any place consented to
of any director. (ii) by first-class mail,
(d) Removal. Any director in writing by all the board
(b) Resignations. Except as may be removed if he or she members, either before or after postage pre-paid;
provided in this paragraph, any misses more than three (3) days the meeting. (iii) by telephone communi-
director may resign, which res- of board meetings, as defined cation, either directly to
If consents are given, they
ignation shall be effective on by board policy, without giving the director or to a per-
shall be filed with the minutes
giving written notice to the the president or executive direc- son at the directors
of the meeting. Any meeting,
president, the secretary or the tor an excused reason for the office who would rea-
regular or special, may be held
Board of Directors, unless the absence. “Board meetings” sonably be expected to
by conference telephone or sim-
notice specifies a later time for includes conference calls. communicate such
ilar communication equipment,
the resignation to become effec- Excused absences include fami- notice promptly to the
so long as all directors partici-
tive. If the resignation of a ly or work emergencies and director; or
pating in the meeting can hear
director is effective at a future other reasons deemed accept- (iv) by telegram, charges
one another, and all such direc-
time, the Board of Directors able by a majority of the board. prepaid. All such
tors shall be deemed to be pre-
may elect a successor to take Notification of the acceptable notices shall be given
sent in person at such meeting.
office when the resignation absence may be made verbally, or sent to the director’s
becomes effective and until the but preferably would be given address or telephone
next meeting of members of the in writing. Notification given SECTION 6: number as shown on
corporation. No director may electronically is acceptable. ANNUAL MEETING the records of the cor-
resign when the corporation Notification must be made Immediately following each poration.
would then be left without a before the meeting, except in annual meeting of members
duly elected director or direc- cases of emergency as accepted and the election of board mem- (b) Time requirements.
tors in charge of its affairs. by a majority of the board. bers and officers, the Board of Notices sent by first class mail
(e) No vacancy on reduction Directors shall hold a regular shall be deposited into a United
(c) Change in employment
of number of directors. No meeting for the purpose of States mail box at least ten days
status. If a sitting board mem-
reduction of the authorized organization, and the transac- before the time set for the meet-
ber (including regional direc-
number of directors shall have tion of other business. Notice of ing. Notices given by personal
tors) has a change in employ-
the effect of removing any this meeting shall not be delivery, telephone, or tele-
ment status such that the major-
ity of his or her income no director before that director’s required. graph shall be delivered, tele-
longer comes from journalism term of office expires. phoned, or given to the tele-
SECTION 7: graph company at least ten
as specified in the qualifica-
OTHER REGULAR AND days before the time set for the
tions, the board member must SECTION 5:
SPECIAL MEETINGS meeting.
alert his or her alternate so that PLACE OF MEETINGS;
the alternate assumes the post MEETINGS BY TELEPHONE (a) Other regular meetings of
temporarily. In the case of the Board of Directors shall be (c) Notice contents. The
Regular meetings of the notice shall state the time and
national officers, the president held at such time as shall from
Board of Directors may be held place for the meeting. However,
will appoint a temporary time-to-time be fixed by the
at any place within or outside it need not specify the purpose
replacement with the approval Board of Directors and notified
the State of California that has of meeting, or the place of the
of a majority of the board. in advance to its members, in
been designated from time-to- meeting, if it is to be held at the
accordance with Section 8 of
At the next board meeting time by resolution of the Board. principal executive office of the
this Article.
after the board member’s sta- In the absence of such designa- corporation.
tus changed, the board may tion, regular meetings shall be (b) Special meetings of the
consider the situation at the held at the principal executive Board of Directors for any pur-
BYLAWS OF THE NATIONAL ASSOCIATION OF HISPANIC JOURNALISTS
28
present its recommendations to appoint, and may authorize the SECTION 7: present at such meetings,
the Board of Directors. Mem- president to appoint, any other RESPONSIBILITIES the number of members
bers of the Advisory Board will officers that the business of the OF OFFICERS present or represented at
have no vote on the Board of corporation may require, each members’ meetings, and
(a) President. Subject to such
Directors unless they have been of whom shall have the title, the proceedings of such
supervisory powers of the
duly elected to a position on hold office for the period, have meetings.
Board of Directors, the presi-
that Board. the authority, and perform the
dent shall, subject to the control (ii) Membership records. The
duties specified in the bylaws
of the Board of Directors, gener- secretary shall keep, or
or determined from time-to- ally supervise, direct, and con- cause to be kept, at the
ARTICLE X time by the Board of Directors. trol the business and the offi- principal executive office,
OFFICERS cers of the corporation. He/she as determined by resolu-
SECTION 4: shall preside at all meetings of tion of the Board of Direc-
SECTION 1: REMOVAL OF OFFICERS the members and at all meet- tors, a record of the corpo-
OFFICERS ings of the Board of Directors.
Subject to the rights, if any, ration’s members, showing
The officers of the corpora- of any officer under any con- He/she shall have such powers the names of all members,
tion shall be a president, a sec- tract of employment, any officer and duties as may be pre- their addresses, and the
retary, a financial officer, a vice- may be removed, with cause, scribed by the Board of Direc- class of membership held
president for Print, and a vice- by the Board of Directors, at a tors or the bylaws. by each.
president for Broadcast and special meeting of the board (b) Vice Presidents. In the (iii) Notice. seal and other
such other officers as may be convened with notice for said absence or disability of the duties. The secretary shall
appointed in accordance with purpose, the notice containing president, the Vice- Presidents, give, or cause to be given,
the provisions of Section 3 of the charges for said action and in order of their rank as fixed notice of all meetings of
this Article X. Any number of after hearing the officer respond by the members in electing a the members and of the
offices may be held by the same to said charges. The dismissal vice-president for Print and a Board of Directors required
person, except that neither the shall be subject to ratification or vice-president for Broadcast, by the bylaws to be given.
secretary nor the financial offi- revocation by the members in shall perform all the duties of He/she shall keep the seal
cer may serve concurrently as accordance with the voting pro- the president, and when so act- of the corporation in safe
the president, and all disburse- cedures established in these ing shall have all the powers of, custody. He/she shall have
ments shall be authorized by at bylaws. and be subject to all the restric- such other powers and
least two officers. tions upon, the president. The perform such other duties
SECTION 5:
vice president receiving the as may be prescribed by
SECTION 2: RESIGNATION OF OFFICERS
most votes from the general the Board of Directors or
ELECTION OF OFFICERS Any officer may resign at membership during the most the bylaws.
(a) The officers of the corpo- any time by giving written recent election shall be the first
ration, except those appointed notice to the corporation. Any to succeed the president in case (c) Financial Officer. The
in accordance with the provi- resignation shall take effect at of absence or vacancy. The vice- financial officer shall attend to
sions of Section 3 of this Article the date of the receipt of that presidents shall have such other the following:
X, shall be chosen by the mem- notice or at any later time spec- powers and perform such other
ified in that notice; and, unless (i) Books of account. The
bers, and each shall serve for duties as from time-to-time
otherwise specified in the financial officer shall keep
their terms. The president shall may be prescribed for them,
notice, the acceptance of the and maintain, or cause to
be limited to one two-year term respectively, by the Board of
resignation shall not be neces- be kept and maintained,
of office at a time and may not Directors.
sary to make it effective. Any adequate and correct books
serve consecutive terms.
resignation is without prejudice (c) Secretary. The secretary and records of accounts of
(b) A member must have shall attend to the following: the properties and business
to the rights, if any, of the cor-
served at least one term on the transactions of the corpora-
poration under any contract to
Board of Directors in any capac- (i) Book of minutes. The sec- tion, including account of
which the officer is a party.
ity before Serving as president. retary shall keep or cause its assets, liabilities,
A member’s past service on the to be kept, at the principal receipts, disbursements,
SECTION 6: executive office or such
board need not immediately gains, losses, capital,
VACANCIES IN OFFICES other place as the Board of
precede his/her term as presi- retained earnings, and
dent. 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-
removal, disqualification or any meetings and actions of ments. The books of
SECTION 3: other cause shall be filled only directors, committees of account shall be open to
SUBORDINATE OFFICERS in the manner prescribed in directors, and, if special, inspection by any director
AND STAFF these bylaws for regular how authorized, the notice at all reasonable times.
The Board of Directors may appointment to that office. given, the names of those
BYLAWS OF THE NATIONAL ASSOCIATION OF HISPANIC JOURNALISTS
30
(ii) Deposit and disbursement agent of this corporation, or is charitable trust, by reason of the by contract or otherwise, which
of money and valuables. or was serving at the request of fact that such person is or was shall be enforceable to the
The financial officer shall this corporation as a director, an agent of this corporation, for extent permitted by applicable
deposit all money and officer, employee, or agent of all expenses, judgments, fines, law.
other valuables in the another foreign or domestic settlements, and other amounts
name and to the credit of corporation, partnership, joint actually and reasonably
ARTICLE XIII
the corporation with such venture, trust, or other enter- incurred in connection with the
RECORDS AND REPORTS
depositories as may be des- prise, or was a director, officer, proceeding.
ignated by the Board of employee, or agent of a foreign
SECTION l:
Directors; shall disburse or domestic corporation that SECTION 3: INSPECTION RIGHTS
the funds of the corpora- was a predecessor corporation CONTRACTUAL RIGHT
tion as may be ordered by of this corporation or of another OF NON-DIRECTORS AND Any member of the corpora-
the Board of Directors; enterprise at the request of the NON-OFFICERS tion may:
shall render to the presi- predecessor corporation. (a) inspect and copy the
dent and directors, when- Nothing contained in this records of members’ names and
(b) “proceeding” means any Article shall affect any right to
ever they request it, an addresses and voting rights
threatened, pending, or com- indemnification to which per-
account of all of his/her during usual business hours on
pleted action or proceeding, sons other than directors and
transactions as financial five day prior written demand
whether civil, criminal, admin- officers of this corporation, or
officer and of the financial on the corporation, stating the
istrative, or investigative; and any subsidiary hereof, may be
condition of the corpora- purpose for which the inspec-
tion; and shall have other (c) “expenses” includes, entitled by contract or other- tion of rights are requested, and
powers and perform such without limitation, all attorney wise.
(b) obtain from the secretary
other duties as may be pre- fees, costs, and any other
SECTION 4: of the corporation, on written
scribed by the Board of expenses incurred in the
INSURANCE demand and on the tender of
Directors or the bylaws. defense of any claims or pro-
the secretary’s usual charges for
ceedings against an agent by The Board of Directors may
(iii) Bond. If required by the such a list, if any, a list of names
reason of his/her position or adopt a resolution authorizing
Board of Directors, the and addresses of members who
relationship: agent and all attor- the purchase and maintenance
financial officer shall give are entitled to vote for the elec-
ney fees, costs, and other of insurance on their behalf or
the corporation a bond in tion of directors, and their vot-
expenses incurred in establish- of any agent of the corporation
the amount and with the ing rights, as of the most recent
ing a right to indemnification against any liability asserted
surety or sureties specified record date for which that list
under this article. against or incurred by the agent
by the Board for faithful has been compiled, or as of a
performance of the duties in such capacity or arising out date specified by the member
SECTION 2: of the agent’s status as such, after the date of demand. The
of his office and for
ACTIONS BROUGHT whether or not this corporation demand shall state the purpose
restoration to the corpora-
BY PERSONS OTHER THAN would have the power to for which the list is requested.
tion of all its books, papers,
THE CORPORATION indemnify the agent against This list shall be made available
vouchers, money, and
other property of every Subject to the required find- that liability under the provi- to any such member by the sec-
kind in his possession or ings to be made pursuant to sions of this section. retary on or before the later of
under his control on his Section 5, below, this corpora- 10 days after the demand is
death, resignation, retire- tion shall indemnify any person SECTION 5: received or the date specified in
ment, or removal from who was or is a party, or is FIDUCIARIES OR it as the date which the list is to
office. threatened to be made party, to CORPORATE EMPLOYEE be compiled.
any proceeding other than an BENEFIT PLAN
Any inspection and copying
ARTICLE XI action brought by, or on behalf This Article does not apply
under this section may be made
INDEMNIFICATION OF of, this corporation, or by an to any proceeding against any
in person or by an agent or
DIRECTORS. OFFICERS. officer, director or person grant- trustee, investment manager, or
attorney of the member and the
EMPLOYEES. ed related status by the Attor- other fiduciary of an employee
right of inspection includes the
AND OTHER AGENTS ney General, or by the Attorney benefit plan in that person’s
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
agent of the corporation as SECTION 2:
DEFINITIONS engaging in self-dealing within
defined in Section 1 of this Arti- MAINTENANCE AND
the meaning of California Cor-
For the purpose of this cle. Nothing contained in this INSPECTION
porations Code, or by the Attor-
Article, Article shall limit any right to OF ARTICLES AND BYLAWS
ney General or a person grant-
(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,
officer, employee, or other duty relating to assets held in other fiduciary may be entitled or if its principal executive
BYLAWS OF THE NATIONAL ASSOCIATION OF HISPANIC JOURNALISTS
31
office is not in the State of Cali- subsidiary corporation of the ARTICLE XIII 4. To foster a greater under-
fornia, at its principal business corporation. CONSTRUCTION AND standing of Hispanic media
office in this State, the original DEFINITIONS professionals’ special cultural
or a copy of the articles and SECTION 4: identity, interests and concerns.
Unless the context requires
bylaws as amended to date, INSPECTION BY DIRECTORS otherwise, the general provi-
which shall be open to inspec-
Every director shall have sions, rules of construction, and These Bylaws were
tion by the members at all rea-
the absolute right at any reason- definitions in the California approved by the members of
sonable times during office
able time to inspect all books, Nonprofit Corporation Law The National Association of
hours. If the principal execu-
records and documents of every shall govern the construction of Hispanic Journalist at their
tive office of the Corporation is
kind and the physical proper- these bylaws. Without limiting meeting on July 28,1984 in Dal-
outside the State of California
ties of the corporation and each the generality of the above, the las, Texas.
and the corporation has no
of its subsidiary corporations. masculine gender includes the
principal business office in this
This inspection by a director feminine and neuter, the singu-
State, the secretary shall, on
may be made in person or by lar number includes the plural,
the written request of any
an agent or attorney, and the the plural number includes the
member, furnish to that mem-
right of inspection includes the singular, and the term “person”
ber a copy of the articles and
right to copy and make extracts includes both the corporation
bylaws as amended to date.
of documents. and a natural person. Interpre-
tation of the bylaws will be a
SECTION 3: SECTION 5: prerogative of an absolute
MAINTENANCE AND ANNUAL REPORT majority of members of the
INSPECTION board.
The Board of Directors shall
OF OTHER CORPORATE
issue annual or other periodic
RECORDS ARTICLE XIV
reports to the members of the
The accounting books, corporation as they consider AMENDMENTS
records, and minutes of pro- appropriate. However, the cor-
ceeding of the members and poration shall provide to the New bylaws may be adopt-
the Board of Directors and any directors, and to those members ed or these bylaws may be
committee(s) of the Board of who request it in writing, with- amended or repealed by
Directors shall be kept at such in 120 days of the close of its approval of two-thirds of all the
place or places designated by fiscal year, a report containing members or their proxies, at the
the Board of Directors, or, in the following information in assent of these persons. This
the absence of such designa- reasonable detail: provision will not apply in the
tion, at the principal executive first twelve (12) months of cor-
l. The assets and liabilities, porate existence, when only a
office of the corporation. The
including the trust funds, of the simple majority will be required
minutes shall be kept in writ-
corporation as of the end of the for these bylaws to be amend-
ten or typed form, and the
fiscal year. ed.
accounting books and records
shall be kept either in written 2. The principal changes in
or typed form or in any other assets and liabilities, including ARTICLE XV
form capable of being convert- trust funds, during the fiscal OBJECTIVES AND
ed into written, typed, or year. PURPOSES
printed form. The minutes and
3. The revenue or receipts of The objectives of this corpo-
accounting books and records
the corporation, both unrestrict- ration shall be:
shall be open to inspection on
ed and restricted to particular
the written demand of any l. To organize and provide
purposes, for the fiscal year.
member, at any reasonable mutual support for Hispanics
time during usual business 4. The expenses or disburse- involved in the gathering or
hours, for a purpose reason- ments of the corporation, for dissemination of news.
ably related to the member’s both general and restricted pur-
poses, during the fiscal year. 2. To encourage and support
interests as a member. The
the study and practice of jour-
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
32
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
1000 National Press Building
Washington, DC 20045-2100
(202) 662-7145 • FAX (202) 662-7144
Web: www.nahj.org • E-mail: nahj@nahj.org