Tuesday, September 17, 2002 9:41 PM
Members will vote on changes to the bylaws as part of fall elections
Nearly a year after club members approved by a margin of two-to-one plans to make the L.A. Press Club a non-profit organ- ization once again, the wheels are in motion for this important change to become a reality. President Patt Morrison is expected to announce at the annual meeting that the club has formally applied to the Internal Revenue Service for the new status, which if approved could be in effect later this year or early next year.
Working closely with the officers and board, the application was prepared by attorneys JackWalker and DanielWeinrot of the law firm Latham & Watkins, which has provided their services on a pro bono basis.
As part of the process, the Press Club created a committee to look at the club’s bylaws and recommend changes and updates. That group, chaired by Honorary Life Member Dewayne “Doc” Johnson included club treasurer James Foy, two past presidents, and other members. After months of discussion and consultation with other members, their proposals were presented to the board, which made a number of decisions by majority vote.
These bylaw changes affect only the existing corporation. However, they will be the guide for the bylaws of the new non- profit corporation as well. Active members will be able to vote on the new bylaws this fall, by mail, on the same ballot which will be sent out to elect six new board members. The bylaws will also be discussed at the annual meeting on September 19 in Hollywood. A list of the changes being recommended are summarized below. The complete current bylaws are available on the club’s web site, www.lapressclub.org. There will also be a split-page form available at them annual meeting showing both the old bylaws, and the recommended changes.
1) Increase board membership to 14. This is an increase of two, intended to provide more active, willing members to take leadership roles in club activities. 2) Eliminate voting by proxy for club directors. Because elections of
directors are conducted annually by mail,proxy voting is not appropriate.
3) Require 12-month membership prior to election to the board of directors. This is intended to help assure that new directors understand the club, its members and its workings. The exception would be directors appointed by theboard to fill vacancies.
4) Tighten attendance requirement for board meetings. Missing three unexcused regularly scheduled meetings would be deemed automatic resignation.
5) Clarifies annual voting for board membership. Existing by-laws provide no mechanism for full membership voting to fill vacancies.
6) Clarifies authority of board to borrow or spend money. Existing by-laws authorize the board to borrow amounts 3…over $1500, except operating expens- es.2 This is unclear.
7) Gives board authority to select committee chairmen and identifies permanent committees. The president now appoints committee chairmen with the advice and consent of a board majority. This proposal provides greater board input for appointments.
8) Gives Finance Committee authority to seek grants and other donations. This is a new provision intended to authorize the board of the new non-profit club to seek and accept donations, although only the new non-profit corporation will, as a practical matter, solicit donations.
9) Re-states Program Committee authority to oversee events. No change in authority.
10) Identifies existing section as “Indemnification of Directors and Officers”
Clarifies an existing but unidentified section.
11) Adds a new optional membership category, “Member Emeritus2” Adds a new membership category for Active members no longer working as journalists. Members who choose this new category will pay one-half the regular dues and give up voting rights.
12) Defines requirements for “Honorary Life Member” category. No bylaw pro- vision now exists for “Honorary Life Members.” This provision authorizes the board to name all Honorary members.
13) Re-defines corporate membership and permits designated, working news employees to cast votes as active members. Currently, journalists designated by their media employers as corporate members do not hold Active member status. 14) Re-states and clarifies membership status of applicants. No substantive change.
15) Requires a 2/3 vote of the board to expel a member. Increases the number of board members needed to expel a member from a simple majority to two-thirds. 16) Requires past presidents to pay dues after they leave office, beginning in 2002.
17) Re-states and simplifies existing section permitting memberships begun after July 1 to pay one-half the annual membership rate.
18) Re-states and simplifies rule that only Active members may vote.
19) Increases from 15% to 25% the percentage of Active members required to petition for a general membership meeting.
20) Requires a minimum quorum of 35% of Active members to act at a general meeting.
21) Adds an Executive Director title to the list of officers named by the board of directors each year, bringing to five (5) the number of club officers.
22) Amends wording to strengthen and clarify the responsibility of club officers to approve expenditures, requiring any two of the club1s five officers to “examine and approve” expenditures. Existing by-laws call for officers to “go over” expen- ditures before signing checks.
23) Adds a non-discrimination clause assuring no discrimination in membership or employment because of “race, religion, color, national origin, ancestry, physi- cal disability, medical condition, marital status or sexual Orientation.”
