The name of this Association shall be, "The Oklahoma Press Association," an organization incorporated under the laws of the State of Oklahoma.
The purposes of this Association shall be educational and to safeguard and advance the newspaper profession in the State of Oklahoma, so that both the profession and the public may benefit.
The net income, if any, shall be used for the benefit of the profession in accordance with stated purposes of the Association. Under no circumstances, however, shall any part of the net income of this Association inure to the benefit of any member or individual.
Sec. 1. Membership in the Association shall be of three classes: (A) Business Membership; (B) Associate Membership; (C) Sustaining Membership.
(A) Business Membership — Any newspaper defined as a legal publication by the statutes of the State of Oklahoma shall be eligible to apply for a business membership. An affidavit stating that the applicant newspaper meets such legal publication requirements shall be submitted at the time the applicant applies for membership. At least twenty (20) days prior to any action of the Board of Directors written notice of the date, time and place the application will be considered by the Board of Directors shall be mailed to all business members of the Association. Any person who files a written protest at least ten (10) days prior to the date set for Board action upon such application shall be entitled to be heard at the time said application is considered by the Board. If an application for membership is approved by the Board, the applicant shall become a member upon the payment of dues as required by the By-Laws. The Board of Directors may at any time require the filing of an affidavit that a business member is a legal publication. College and university newspapers which are not legal publications may be granted business membership at the discretion of the Board.
(B) Associate Membership—Any person who was previously engaged in the newspaper profession is eligible to apply for an associate membership. If such application is approved by the Board the applicant shall become an associate member upon the payment of dues as determined by the Board.
(C) Sustaining Membership—Any person, corporation or organization engaged in furnishing machinery, equipment, supplies or services to business members or who is otherwise interested in the welfare of the newspaper profession is eligible to apply for a sustaining membership. If such application is approved by the Board, the applicant shall become a sustaining member upon the payment of dues as determined by the Board of Directors.
Sec. 2. Only owners, publishers, editors or executives of business members shall be permitted to hold office.
Sec. 3. Business members shall be entitled to all the privileges of the Association and to one vote on all questions. The said vote shall be cast by the publisher of each member newspaper or a designated employee of such newspaper.
Sec. 4. Associate and sustaining members shall not be entitled to vote or hold office.
Sec. 5. Any member of this Association may resign by giving one month’s notice in writing to the Secretary. Said members shall be liable for all dues and other obligations to the Association to and including the effective date of resignation.
Sec. 6. Suspension or Termination of Membership— Any member may be suspended by a two-thirds vote of the Board of Directors for failure to pay dues for six months after same have become due and payable.
Any member who is in arrears in payment of dues for one year shall be automatically suspended. Any member suspended under the provisions of this section may be reinstated only upon payment of all accrued dues up to the date of reinstatement, plus $10.00 reinstatement fee, unless the payment of such accrued dues or reinstatement fee be waived in whole or in part by majority vote of the Board of Directors.
Any business member who fails to file within three months an affidavit of legal qualification required by the Board of Directors may be suspended by a two-thirds majority of the Board of Directors present and voting. Any business member who fails to file the required affidavit within six months shall be automatically terminated.
Termination of memberships shall be automatic when a final judicial determination has been made that a business member is no longer qualified as a legal publication as defined by the statutes of the State of Oklahoma or upon admission of such loss of qualifications as a legal publication by such member.
Officers and Directors, Powers and Duties
Sec. 1. The elective officers of this Association shall be a President, Vice-President and Treasurer. Such officers shall be elected at the annual convention, and shall take office on July l following said convention. The President, Vice-President and Treasurer shall serve for a period of one year from July 1, or until their successors have been duly elected and qualified.
Sec. 2. The duties of the President, Vice-President and Treasurer shall be those which are usually performed by such officers in addition to any other duties assigned to them by the By-Laws, the Board of Directors or the Association.
Sec. 3. The Board of Directors shall consist of the President, Vice-President, Treasurer and Immediate Past President of the Association and six elected Directors. The President, Vice-President, Treasurer and Immediate Past President shall each serve for a term of one year.
Elected directors shall serve for terms of three years each. Terms of two elected Directors shall expire each year.
Sec. 4. Any officer or director may be removed from office for neglect or refusal to perform his duties or for misconduct, by a three-fourths vote of the directors present at a regular or special meeting, provided that written notice thereof shall have been given to such officer or director and the other members of the Board at least two weeks prior to said meeting. Any such action shall be subject to review by the Association at its next annual convention or special meeting, whichever occurs earlier, provided that the officer or director who has been removed files his request in writing for such review with the Central Office within thirty days after action has been taken by the Board of Directors. A majority vote of the business members present at the annual convention shall sustain or reverse the action of the Board of Directors.
Sec. 5. The business and affairs of the Association shall be managed by its Board of Directors.
(A) The Board shall have all powers necessary to properly carry out this function including, but not limited to, authorizing the President, Secretary and Treasurer to execute deeds, mortgages, bonds, contracts, promissory notes, or other instruments of indebtedness, or any other instruments of any kind necessary to manage and conduct the business affairs of the Association.
(B) No director or officer shall have liability to the Association, its members or third parties except where he has breached a duty of loyalty to the Association, engaged in intentional misconduct or personally profited at the expense of the Association, and said action has proximately damaged the person bringing suit. In all other cases the Association shall provide legal defense for claims or suits against directors and officers and shall indemnify them for any sum they shall pay as a result of a legal obligation arising from said claim or suit. Sec. 6. The Board shall adopt and establish such policies, written or otherwise, as it may deem appropriate for the conduct of the business and affairs of the Association.
The Board shall cause to be prepared an annual financial statement and such other data as it may deem essential. Said report and data shall be available to any member.
The Board of Directors shall hold at least four regular meetings each year. Special meetings shall be called by the President or upon written request of three or more members of the Board of Directors. Notice of such regular and special meetings shall be mailed at least three days prior to such meetings.
Sec. 7. The Board of Directors shall appoint an Executive Vice President-Secretary and engage legal counsel and certified public accountants, all of whom shall serve at the pleasure of the Board.
Sec. 8. The Board of Directors shall fix the dates and cause the arrangements for the annual convention and other conventions or meetings of the Association to be made unless such dates are set by the Association membership. Notice of such annual convention and other conventions or meetings shall be mailed to the last address furnished by each business member at least five days prior to the date of the convention or meeting.
Sec. 9. Six members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than six members are present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Sec. 10. The majority of the Board may fill vacancies of the officers and directors until the next Mid-Winter Convention, Summer Conference or special meeting.
Executive Vice President-Secretary
The Executive Vice President-Secretary shall employ such persons as are required and direct and supervise the operation of the Central Office of the Association.
He shall deposit all money in banks or other financial institutions approved by the Board of Directors. The Executive Vice President-Secretary shall issue checks covering all disbursements, which checks shall be countersigned by the Treasurer, unless otherwise directed by the Board of Directors. A record of all receipts and disbursements shall be kept by the Executive Vice President-Secretary.
The President, Vice-President, Treasurer, Executive Vice President-Secretary and such Directors and employees of the Association as determined by the Board of Directors shall be covered by a commercial surety bond in an amount fixed by the Board. The bonds shall be approved by the Board of Directors and paid for by the Association.
Sec. 1. (A) The Board of Directors shall establish annual membership dues. Dues shall be recomputed each July 1.
(B) Each business member of this association shall mail or deliver six copies of each issue of its newspaper to the OPA offices. The number of copies required may be decreased but not increased by the Board of Directors. At the discretion of the Board of Directors, and in addition to any required print copies, the association shall also accept electronically delivered copies of the newspaper as dues to the association.
Sec. 2. The membership year shall be from July 1 to June 30, both inclusive.
Rules of Order
Robert’s Rules of Order shall be the parliamentary authority in all meetings of this Association, unless specific rules of order shall have been presented by a committee on rules and approved by the Association at the outset of the meeting.
The Board of Directors may submit by a referendum any matter they choose to the membership of the Association for advice or determination.
These By-Laws may be altered, amended or revised at the annual convention by a two-thirds vote of qualified members present. All such alterations, amendments or revisions shall be in writing and mailed to the business membership at least five days prior to final action or submitted in writing to the annual convention at least 24 hours prior to final action. These By-Laws may also be altered, amended or revised by a referendum when a majority of those voting by mail on such referendum shall vote for the proposed alterations, amendments or revisions.
The above is certified to be a true and correct copy of the By-Laws of the Oklahoma Press Association as amended 3 February 2011, 5 February 2009, 12 February 1994.
Executive Vice President-Secretary