MEMBERSHIP
SECTION 1.1 Professional Members. This corporation shall have a single class of members with voting rights called Professional Members. Eligibility for Professional Members shall be limited to:
a. Journalists employed by newspapers, wire/news services, online news organizations or general circulation magazines without health care industry ties.
b. Journalists employed by commercial or publicly supported television or radio stations without health care industry ties.
c. Journalists employed by industry trade publications or newsletters without health care industry ties.
d. Full-time faculty in journalism or mass communication degree programs.
e. Freelance journalists who spend at least 50 percent of their time working for independent news organizations. (NOTE: Freelancers spending most of their time working for organizations mentioned under the Associate category, will be considered for the Associate category.)
In no case may a Professional Member pitch stories to other journalists nor work in any media relations role.
Persons who desire to become Professional Members of this corporation shall apply for such membership, be accepted by an affirmative vote of a majority of the Board of Directors and pay any dues imposed by the Board under Section. 1.3 of these Bylaws. (The Board may delegate elements of the approval process to staff or committees.)
SECTION 1.2 Associate Members and Allied Members. The corporation may have one or more classes of membership without voting rights called Associate Members or Allied Members.
Eligibility for Associate Membership shall be limited to:
a. Journalists who write or edit for peer-reviewed medical or science journals published by associations or trade groups.
b. Freelance journalists who spend less than 50 percent of their time working for independent news organizations.
c. Journalists who, in their primary job, write for or edit for trade group publications with health care industry ties, associations or advocacy organizations.
d. Journalists who write for or edit health company-owned publications or websites.
e. Journalists, who in their primary job, write for or edit government publications/websites.
f. Full-time undergraduate and graduate students in journalism or nonjournalism studies.
g. Full-time faculty in non-journalism degree programs.
h. Retirees who were formerly full-time journalists and who are not now working for another organization or freelancing.
In no case may an Associate Member pitch stories to other journalists nor work in any media relations role.
Eligibility for Allied Membership shall be limited to:
a. Health care providers who have part-time roles writing columns, blogging, broadcasting or otherwise reporting health information to the public through independent or non-independent news organizations. (Full-time health reporters who have health professional licenses could qualify for other categories depending on their employers. In no case can they join if they pitch stories to journalists or oversee others who do).
b. Officials with nonpartisan/nonprofit and independent foundations or nonprofits that focus on health, health care or journalism issues.
Persons who desire to become Associate Members or Allied Members of this corporation shall apply for such membership, be accepted by an affirmative vote of a majority of the Board of Directors and pay any dues imposed by the Board under Section. 1.3 of these Bylaws. (The Board may delegate elements of the approval process to staff or committees.)
SECTION 1.3 Dues. The Board of Directors shall have the right to determine the dues or other payments to be made by the members of this corporation from time to time. The membership year for the members of this corporation shall correspond to the payment of such dues.
SECTION 1.4 Interest in property The members of this corporation shall not, as such, have any right, title or interest in the real or personal property of this corporation.
SECTION 1.5 Voting Rights. Except as provided in Section 3.1 with respect to the election of members of the Board of Directors and Section 8.4 with respect to the amendment of these Bylaws, the members of this corporation shall not have voting rights.
SECTION 1.6 Resignation. Any member may resign his or her membership at any time by giving written notice to the President or the Secretary. Such resignation shall be effective without acceptance on the date of the receipt of such notice unless a later effective date is specified in the notice. Any member who resigns his or her membership shall not be entitled to a refund of any dues or other payments made to this corporation.
SECTION 1.7 Termination. If the Board of Directors deems it to be in the best interests of the corporation, any membership may be terminated by an affirmative vote of at least two-thirds of all members of the Board of Directors and by providing the member with not less than l5 days written notice of the proposed termination and the reasons for it, and with an opportunity to be heard, orally or in writing, not less than five days before the effective date of the proposed termination, by a person authorized to decide whether the termination shall take place.
MEETINGS OF ACTIVE MEMBERS
SECTION 2. I Annual meeting. The annual meeting of the Active Members of this corporation for the presentation of reports by directors on the activities and financial condition of this corporation, and the transaction of such other business as may properly come before the meeting, shall be held each year at such time and place within or without the State of Minnesota, as may be designated by the Board of Directors.
SECTION 2.2 Special meetings. Special meetings of the Active Members of this corporation may be called at any time (a) by the President, (b) by the Board of Directors, or (c) upon written request of at least twenty-five (25) Active Members of this corporation, whichever is less. Anyone entitled to call a special meeting of the Active Members may make a written request to the President to call the meeting, and the Secretary shall then give notice of the meeting, setting forth the time, place and purpose thereof to be held no later than 90 days after receiving the request. If the Secretary fails to give notice of the meeting within 30 days from the date on which the request is received by the President, the person or persons who requested the meeting may change the time and place of the meeting and give notice thereof in the manner hereinafter provided. If a special meeting is demanded by the Active Members, the meeting shall be held in a location designated by a majority of the board. The business transacted at a special meeting is limited to the purposes stated in the notice of the meeting.
SECTION 2.3 Notice. Written notice of each meeting of the Active Members, stating the time and place thereof, shall be mailed or emailed, not less than 20 days before the meeting, excluding the day of the meeting, to each Active Member of this corporation at his or her address according to the latest available records of this corporation. Any Active Member may waive notice of a meeting before, at or after the meeting, orally, in writing, or by attendance. Attendance at a meeting is deemed a waiver unless the Active Member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and the Active Member does not participate in the consideration of the item at that meeting. When any meeting of the Active Members is adjourned to another time and place, notice of the adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.
SECTION 2.4 List of Active Members for Meeting. The Board of Directors shall fix a date not more than 60 days before the date of a meeting of the Active Members as the date for determination of the Active Members entitled to notice of the meeting. If the Board of Directors fails to set such a date. the date shall be the 60th day before the date of the meeting. After fixing a record date for a meeting, the Secretary shall prepare a list of the names (in alphabetical order), addresses and number of votes of each Active Member entitled to vote at the meeting. Beginning two business days after notice of the meeting is given the list shall be available at the principal office of this corporation for inspection and copying on written demand by any Active Member (or the agent or attorney of any Active Member), at the Active Member’s expense, for the sole purpose of communication with other Active Members concerning the meeting. The list shall be made available through the date of the meeting and at the meeting.
SECTION 2.5 Voting: Quorum. At all meetings of the Active Members, and subject to Section 1.5 of these Bylaws regarding member voting rights, each Active Member shall be entitled to cast one vote on any question coming before the meeting. Active Members may not vote by proxy. Cumulative voting shall not be permitted. The presence of 10 percent of the Active Members shall constitute a quorum at any meeting thereof. If a quorum has been present at a meeting and Active Members have withdrawn from the meeting so that less than a quorum remains, the Active Members still present may continue to transact business until adjournment. A majority vote of the Active Members present, and entitled to vote at any meeting at which a quorum is present shall be sufficient to transact business.
SECTION 2.6 Written ballot. An action that may be taken at a regular or special meeting of Active Members may be taken by written ballot without a meeting in accordance with the procedure set forth in Minnesota Statutes, section 31 7A.447.
DIRECTORS
SECTION 3.1 Number and method of election. The Board of Directors of this corporation shall consist of no fewer than three and no more than 15 persons, and, subject to such limitation, the number of members of the Board of Directors shall be such as may be designated from time to time by the Board of Directors. The initial Board of Directors shall consist of the persons designated in the Articles of Incorporation of this corporation who shall serve until the times indicated in the Articles of Incorporation. Thereafter, directors of this corporation shall be elected by the Active Members at each annual meeting or through another special meeting and need not be physically present in person or by proxy but may participate through electronic means determined by the Board.
SECTION 3.2 Terms. Except as otherwise provided in Section 3. 1, each director of this corporation shall be elected to serve for a term of two years. The members of the Board of Directors shall be divided into two classes as nearly equal in number as possible, so that the terms of office of approximately half of the members of the Board of Directors shall expire each year. A director shall hold office for the term for which he or she was elected and, unless the Board of Directors has determined that a successor will not be elected, until his or her successor has been elected and until such successor has qualified, or until the director’s prior death, resignation or removal.
SECTION 3.3 Removal; resignation; vacancies. Any director may at any time be removed with or without cause by an affirmative vote of at least a majority of all members of the Board of Directors or a majority of all Active Members. Any director may resign at any time by giving written notice to the President or the Secretary. The resignation shall be effective without acceptance when the notice is received by the President or the Secretary, unless a later effective date is specified in the notice. Any vacancy occurring because of the death, resignation or removal of a director may be filled by a person elected by the Board of Directors for the unexpired term of such director. Any vacancy resulting from an increase in the number of members of the Board of Directors may be filled by a person elected by the members for a full term of office unless the Board of Directors designates a shorter term of office.
SECTION 3.4 Honorary directors. The Board of Directors may, from time to time, elect one or more honorary directors of this corporation who shall be advisory members of the Board of Directors of this corporation. Any such election shall be for such term and based on such criteria as the Board of Directors from time-to-time deems appropriate. All honorary directors shall be non-voting directors of this corporation.
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 4.1 Annual meeting The annual meeting of the Board of Directors for the purpose of transacting such business as may properly come before the meeting shall be held immediately prior to the annual meeting of the members of this corporation at the time and place, designated from time-to-time by the Board of Directors.
SECTION 4.2 Other meetings. Other meetings of the Board of Directors may be held at such time and place as are announced at a previous meeting of the Board of Directors. Meetings of the Board of Directors may also be called at any time (a) by the President, (b) by the Board of Directors, or (c) upon the written request of three or more members of the Board of Directors. Anyone entitled to call a meeting of the Board of Directors may make a written request to the Secretary to call the meeting, and the Secretary shall give notice of the meeting, setting forth the time and place thereof, to be held between two and 30 days after receiving the request. If the Secretary fails to give notice of the meeting within seven days from the day on which the request was made, the person or persons who requested the meeting may fix the time and place of the meeting and give notice in the manner hereinafter provided.
SECTION 4.3 Notice of meetings. Notice of each meeting of the Board of Directors for which notice is required, and of each annual meeting stating the time and place thereof, shall be given to all directors by electronic communication or in person at least two days before the meeting, or shall be mailed to each director at least five days before the meeting. All such notices not given in person shall be sent to the director at his or her postal or electronic address according to the latest available records of this corporation. Any director may waive notice of a meeting before, at or after the meeting, orally, in writing, by electronic communication, or by attendance. Attendance at a meeting is deemed a waiver unless the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and the director does not participate in the meeting.
SECTION 4.4 Quorum and voting. The presence of a majority of the members of the Board of Directors shall constitute a quorum at any meeting thereof, but the directors present at any meeting, although less than a quorum, may adjourn the meeting from time-to-time. If a quorum is present when a duly called meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of one or more directors leaves less than the number otherwise required for a quorum. At all meetings of the Board of Directors, each director shall be entitled to cast one vote on any question coming before the meeting. A majority vote of the directors present at any meeting, if there be a quorum, shall be sufficient to transact any business, unless a greater number of votes is required by law or these Bylaws. A director shall not appoint a proxy for himself or herself or vote by proxy at a meeting of the Board of Directors. For purposes of determining whether a director has met his or her fiduciary duties as a director, but for no other purpose, a director who is present at a meeting of the Board of Directors when an action is approved by the Board of Directors is presumed to have assented to the action unless the director votes against the action or is prohibited from voting on the action.
SECTION 4.5 Action without a meeting. Any action that could be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors. Any such action may also be taken by written action signed by fewer than all of the directors in accordance with the provisions of the Articles of Incorporation.
SECTION 4.6 Director conflicts of interest. This corporation shall not enter into any contract or transaction with (a) its director or a member of the family of a director; (b) a director of a related organization (within the meaning of Minnesota Statutes, section 31 7A.0 l l . subd. 18) or a member of the family of a director of a related organization; or (c) an organization in or of which this corporation’s director, or a member of the family of its director, is a director, officer or legal representative or has a material financial interest; unless the material facts as to the contract or transaction and as to the director’s interest are fully disclosed or known to the Board of Directors, and the Board of Directors authorizes, approves, or ratifies the contract or transaction in good faith by the affirmative vote (without counting the interested director) of a majority of the entire Board of Directors, at a meeting at which there is a quorum without counting the interested director. For purposes of these Bylaws ‘member of the family of a director’ shall mean a spouse, parent, child, spouse of a child, brother, sister, or spouse of a brother or sister, of the director. Failure to comply with the provisions of this Section shall not invalidate any contract or transaction to which this corporation is a party.
OFFICERS
SECTION 5.1 Designation and term. The officers of this corporation shall be a President, a Vice President, a Secretary, a Treasurer and such other officers as the Board of Directors may from time to time designate. Officers shall be elected by the Board of Directors to serve for terms of two years and until their respective successors are elected and have qualified. Any officer may at any time be removed by the Board of Directors with or without cause. Any officer may resign at any time by giving written notice to the President or the Secretary. The resignation shall be effective without acceptance when the notice is received by the President or the Secretary, unless a later effective date is specified in the notice. The same person may hold more than one office at the same time, except the offices of (a) President and Vice President and (b) President and Secretary. In the event that the president resigns or leaves office, the vice president will assume the president’s duties as interim president until the president’s term expires. In the event that any other officer or member of the Board of Directors resigns or leaves office, the Executive Committee shall nominate a successor. The successor, if approved by a majority of board members, will serve the unexpired term.
SECTION 5.2 President. The President shall be the chief executive officer of this corporation. He or she shall: (a) have general active management of the business of this corporation; (b) when present, preside at meetings of the Board of Directors; (c) see that orders and resolutions of the Board of Directors are carried into effect; (d) sign and deliver in the name of this corporation deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of this corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles of Incorporation, the Bylaws or the Board of Directors to another person; and (e) perform such other duties as are prescribed by the Board of Directors.
SECTION 5.3 Vice President. A Vice President may be elected by the Board of Directors. During the absence or disability of the President, the Vice President shall perform the duties of the President.
SECTION 5.4 Secretary. The Secretary shall provide for the keeping of accurate minutes of all meetings of the Board of Directors, the Executive Committee and of the members, and shall be responsible for the custody of the records, documents and papers of this corporation. He or she shall provide for the keeping of proper records of all transactions of this corporation. He or she shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the office of Secretary, or imposed by these Bylaws. He or she shall also perform such other duties as may be assigned to him or her from time-to-time by the Board of Directors.
SECTION 5.5 Treasurer. The Treasurer shall perform or ensure the performance of the following duties: (a) keep accurate financial records of this corporation; (b) deposit money, drafts. and checks in the name of and to the credit of this corporation in the banks and depositories designated by the Board of Directors; (c) endorse for deposit notes, checks, and drafts received by this corporation as ordered by the Board of Directors, making proper vouchers for the deposit; (d) disburse corporate funds and issue checks and drafts in the name of the corporation, as ordered by the Board of Directors; (e) upon request, provide the President and the Board of Directors an account of transactions of this corporation and of the financial condition of this corporation; and (f) perform such other duties as are prescribed by the President or the Board of Directors.
SECTION 5.6 Additional powers. Any officer of this corporation, in addition to the powers conferred upon him or her by these Bylaws, shall have such powers and perform such additional duties as may be prescribed from time-to-time by the Board of Directors.
COMMITTEES
SECTION 6.1 Authority. The Board of Directors may, in resolutions adopted by a majority of the members of the Board of Directors, establish committees having the authority of the Board of Directors to the extent provided in such resolutions. Each such committee shall at all times be subject to the control and direction of the Board of Directors. Committee members, other than members of the Executive Committee, need not be directors.
SECTION 6.2 Executive Committee. An Executive Committee consisting of the President, Vice President, Treasurer and Secretary and one at-large board member designated by the current president shall have the authority of the Board of Directors in the management of the business of this corporation in the interval between meetings of the Board of Directors. The Executive Committee shall at all times be subject to the control and direction of the Board of Directors.
SECTION 6.3 Finance Committee. The Board of Directors may designate a Finance Committee composed of the Treasurer and at least two other directors designated by the Board of Directors. The Finance Committee shall have general oversight over all financial affairs of this corporation, including fundraising activities, and shall at all times be subject to the control and direction of the Board of Directors.
SECTION 6.4 Meetings and voting. Meetings of each committee shall be called and held in accordance with the provisions of Sections 2.2 to 2.5 of these Bylaws as they apply to meetings of the Board of Directors.
INDEMNIFICATION
SECTION 7.1 Indemnification. This corporation shall indemnify its directors and officers against such expenses and liabilities, in such manner, under such circumstances, and to such extent, as required or permitted by Minnesota Statutes, Section 31 7A.52 1, subd. 2, as amended from time-to-time, or as required by other provisions of law; provided, however, that no indemnification shall be made with respect to any claim, issue or matter as to which the person shall be adjudged to be liable to this corporation.
SECTION 7.2 Advances. This corporation shall advance expenses in such manner, under such circumstances, and to such extent, as required or permitted by Minnesota Statutes, Section 317A.521, subd. 3, as amended from time-to-time; provided, however, that this corporation shall not advance expenses incurred in defense of a claim brought by or in the right of this corporation. The provisions of this Section are not intended to limit the ability of a person to receive advances as an insured under an insurance policy maintained by this corporation.
SECTION 7.3 Insurance. This corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, committee member, or employee against any liability asserted against and incurred by such person in or arising from such capacity, whether or not this corporation would otherwise be required to indemnify the person against the liability.
MISCELLANEOUS
SECTION 8.1 Fiscal year. Unless otherwise fixed by the Board of Directors, the fiscal year of this corporation shall begin on July 1 and end on the succeeding June 30.
SECTION 8.2 Corporate seal. This corporation shall have no seal.
SECTION 8.3 Electronic communications. A conference among members, directors, or committee members by any means of communication through which such persons may simultaneously hear each other during the conference is a meeting of the members, Board of Directors or committee, as the case may be, if the same notice is given of the conference as would be required for a meeting, and if the number of persons participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence in person at the meeting.
SECTION 8.4 Amendments. Both the Board of Directors and the members shall have the power to amend these Bylaws. The power of the Board of Directors shall be subject to the power of the members. The Board of Directors may amend the Bylaws by adopting a resolution setting forth the amendment. The Board of Directors may not adopt, amend or repeal a bylaw fixing a quorum for meetings of members, prescribing procedures for removing directors or filling vacancies in the Board of Directors, or fixing the number of directors or their classifications, qualifications, or terms of office. An amendment for adoption by the members must be proposed by at least twenty-five (25) members or twenty-five (25%) percent of the members, whichever is less. The membership may amend the Bylaws by adopting a resolution setting forth the amendment.
SECTION 8.5 Authority to borrow, encumber assets. No director, officer, agent or employee of this corporation shall have any power or authority to borrow money on its behalf, to pledge its credit or to mortgage or pledge its real or personal property except within the scope and to the extent of the authority delegated by resolutions adopted from time-to-time by the Board of Directors. Authority may be given by the Board of Directors for any of the above purposes and may be general or limited to specific instances.
SECTION 8.6 Execution of instruments. All deeds, mortgages, bonds, checks contracts and other instruments pertaining to the business and affairs of this corporation shall be signed on behalf of this corporation by the President, or any Vice President, or by such other person or persons as may be designated from time to time by the Board of Directors.
SECTION 8.7 Deposit of funds. All funds of this corporation shall be deposited from time-to-time to the credit of this corporation in such banks, trust companies or other depositories as the Board of Directors may approve or designate, and all such funds shall be withdrawn only in the manner or manners authorized by the Board of Directors from time-to-time.