NATIONAL ASSOCIATION OF AFRICAN JOURNALISTS (NAAJ)

Preamble:

We, African journalists living in the United States of America, believing that journalism can make a significant contribution to elevating the quality of life and of governance on the African continent, and that a strong union of African journalists in the United States can engender such a process, do enact and establish this Constitution to govern our membership.

ARTICLE 1.
Name and Symbol.

1. 1. The name of the organization shall be National Association of African Journalists, Inc. The organization shall also be referred to as N.A.A.J.

1. 2. The organization shall adopt a corporate seal as its official seal, which may include any desirable information that the members may agree on, such as a symbol, and date and place of incorporation

ARTICLE 2
2.1 Purposes

NAAJ shall be set up as an association of African journalists in the United States committed to excellence in reporting about—and in—Africa, thereby fostering development and the better governance of African peoples. NAAJ shall:

A. Organize and participate in projects capable of enhancing the quality of African journalism.

B. Seek and provide scholarships and educational programs for Africans interested in pursuing careers in the news media and to motivate and encourage African students to pursue careers in the media.

C. Enhance the opportunities open to African journalists in the United States.

D. Create a virtual African Newsroom at Howard University to provide a variety of positive news stories about Africa and Africans as an online resource for alternative news about Africa, especially in the area of development.

E. Create a web-based anti-corruption resource for African journalists seeking more information about corruption emanating from the West.

F. Participate actively in significant journalism activities in Africa, thereby reaching out to local journalists and institutions, and promoting the mission of NAAJ.

F. Broaden the education of the total community, so as to project an accurate image of Africans, by proper use of the media.

G. To raise and receive money and other property by gifts, subscription, dues and other means, and to expend and contribute the funds so raised in furtherance of the aforementioned charitable purposes.

H. To do everything necessary and expedient to appropriate, and consistent with the continued retention of the corporation’s tax exemptions, for the promotion of accomplishment of any of the purposes herein set forth, either alone or in conjunction with others.

2. 2. Non-profit Status
NAAJ is a nonprofit public benefit corporation, and is not organized for the private gain of any person. It is organized exclusively for charitable, educational and scientific purposes, including contributions to organizations which qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954, as amended.

2.3. Limitations
The purposes for which this organization is formed are exclusively charitable and educational within the meaning of Section 5O1© (3) of the Internal Revenue Code of 1954.

Notwithstanding any other provision of the articles or these Bylaws, the corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 5Ol(c) (3) of the Internal Revenue code of 1954 (or the corresponding provision of any fixture United States Internal Revenue Law), or (b) by a corporation contributions to which are deductible under Section l7O(c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any fixture United States Internal Revenue Law)

ARTICLE 3

3:1 Membership Types and Eligibility
The organization shall comprise the following categories of membership:
1. Full
2. Student
3. Supporting
4. Honorary

3:2 Full members: journalists who are reporters, news editors, photojournalists and newsroom managers employed by print, broadcast or Internet entities that produce, gather, disseminate and distribute the news; freelance journalists with print, broadcast and Internet news outlets.

Others include freelance journalists, journalism instructors and lecturers, agency and corporate public-relations professionals, public-information officers working for a government entity, advertising professionals and others who work for a media-related organization.

3:3 Student members: Those enrolled in a journalism program in an accredited college or university. They do not pay annual dues but enjoy a voting right.

3:4 Honorary members: Individuals selected by the Board for various accomplishments in the media or other careers and who support and enhance the goals of the NAAJ. They do not enjoy a voting right.

ARTICLE 4

Compliance
This Constitution, adopted in conformity herewith, shall be in compliance with federal, state or District of Columbia law governing the transaction of NAAJ business.

Membership: Meeting, Powers and Voting, and Conduct

4.1. Purpose: The National Membership shall assemble at least once a year at such times and places as may be determined by the Board of Directors for the purposes of:
(a) Hearing and acting upon the reports of the President, Secretary, Treasurer, and chapters.
(b) Providing education and professional development workshops.
(c) Organizing seminars and discussions in furtherance of its objectives.
(d) Hearing and acting on such business as may be presented by the membership.

4.2. Powers. National Membership shall have the power to:
(a) Adopt amendments to the Constitution.
(b) Elect officers periodically in accordance with this constitution.
(c) To engage in such other authorized activities as may be necessary or appropriate for the good of the organization, its members, and its constituency.

4.3. Voting and Voting Eligibility. Any member who has paid up his/her registration fee can vote in accordance with the Board Operating Procedures.

(a) The Membership shall have the authority to adopt and ratify, at a duly called and authorized annual meeting, any appropriate resolution, including, without limit, any emergency resolution.

4.4. Fees, dues and assessments:

The Board of Directors establishes, and may modify or suspend payment of dues. Each member in good standing must pay, in a timely manner, the annual dues in amounts which may be fixed from time-to-time by the Board of Directors.

4.4. (a) There shall be a one-time registration fee of $20.00 per member.

4.5. Expulsion: Expulsion from membership shall be by the vote of a majority of the Members of the Board of Directors in Council.

4.6. Termination of Membership: The membership of any member shall terminate upon the occurrence of any one or more of the following:

(a) Resignation: Any member may resign from the association in writing filed with the Secretary of the organization. Such resignation shall become effective upon receipt thereof. Resignation shall not release the resigning member from the payment of any membership fees, dues or assessments. No pro rata refund of any initial membership fee, dues or assessment shall be made, for the balance of the calendar year in which the resignation is effective, or otherwise.

(b) Expiration and Disqualification: A membership issued for a period of time shall expire when such period of time has elapsed unless the membership is renewed. In the case of membership classifications for which qualification requirements are established, membership of a member shall terminate upon the determination of the Board of Directors in Council or a committee with no fewer than two Executives designated by the Board to make the determination, that the member no longer meets the qualification requirements for membership in the organization

(c) Dues and Assessments: Membership shall terminate upon the failure of the member to pay dues or assessments within the time periods established by the Board of Directors.

(d) Expulsion or Suspension: Membership shall terminate upon the determination of the Board of Directors-in-Council after hearing duly held, or a committee with no fewer than two (2) Directors designated by the Board to make such determination, that the member has failed in a material respect to observe the rules of conduct promulgated from time to time by the constitution and bylaws applicable to members, or otherwise has failed in some material respect to merit continued membership privileges in the corporation.

In the event of an expulsion or suspension of a member, the following procedures shall be implemented:
(i) A notice shall be sent by mail by prepaid, first-class, certified or registered mail to the most recent address of the member as shown on the organization’s records, setting forth the expulsion or suspension and the reason therefore. Such notice shall be sent at least thirty (30) days before the proposed effective date of the expulsion /suspension.

(ii) The member being expelled or suspended shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held no fewer than fifteen (15) days before the expulsion. The Board, or the Committee designated by the Board for such a purpose, shall hold the hearing. The notice to the member of his or her proposed expulsion or suspension shall state that such a member is entitled, upon request, to such a hearing, shall state the date, time and place of hearing will be established upon receipt of request thereof, and shall state, that in the absence of such request, the effective date of the proposed suspension or expulsion.

(iii) Following the hearing, the Board-in-Council by recommendation of the designated committee, as the case may be, shall decide whether the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the Board-in-Council shall be final.

(iv) Any action challenging an expulsion or suspension of membership, including any claim alleging defective notice, must be commenced within one year after the date of the expulsion or suspension.

4.7. Good Standing.

The Board of Directors shall have the right to sanction a member for grounds as set forth in subsections under this Article by determining said member to be not in good standing for a specified period of time. Upon such determination, said member shall not be entitled to such rights and privileges of membership for said period as is established by the Board of Directors.

4.8. Reinstatement

Suspended or expelled members may be reinstated at the discretion of the Executives if ratified by the Board of Directors.

4.9. Property Rights

No member shall have any right or interest in any of the property or assets of this organization

4.10. Non-liability.

No member shall be personally liable for the debts, liabilities, or obligations of this corporation.

4.11. Non-transferability

No member may transfer for value or otherwise a membership or any right arising wherefrom, and all rights of membership shall cease upon the member’s death or dissolution of this organization.

ARTICLE 5

The Board of Directors

5. 1. Until such a time the association expands, with chapters and regions, there shall be one Board of Directors and all of its seats should be elected, except for the positions of immediate past president of the organization.

5. 2. Composition of the Board

President
Vice President/Print
Vice President/Broadcast
Secretary
Treasurer or Financial Officer
Media Executives/Publishers’ Representative.
Student Representative
Immediate Past President
Public Relations Officer

5.3. The Board shall comprise no more than three elected members from any one country; where there are more than three such officials elected in a ballot, the candidate with the fewest votes shall forfeit his/her election. In the event of a tie, a run-off election shall be held at the same gathering.

5:4 Eligibility

(a) Only members who have paid their registration fees can vote and be voted for, subject to verification by the Election Committee.

(b) An eligible member voting at an election must vote in person during the election.

(c) While any member may support another, balloting shall be made for individual candidates only, not “groups” or “slates.”

(d) A candidate must be physically present to be voted for.

5.5. Tenure

The elected directors shall serve for two years, and may seek reelection for a second and final term. No Board member shall serve more than two terms in the same position.

5.5 Presidential Succession

If the President cannot complete his or her term of office, the succession to the presidency shall be the first Vice President chosen by the Board of Directors, based on which of them received the higher number of votes from members at the last election. Then, the succession shall be the remaining Vice President, Secretary and Treasurer. If that succession has been exhausted and another person must become the organization’s chief executive, the remaining members of the Board of Directors shall elect a Chief Executive Officer until the next annual National Convention.

5: 6. Powers

The Board of Directors shall make final decisions on all matters, except those that must be decided by the members as authorized by the Constitution. The president may also have limited authority to make certain decisions. Should such a decision be deemed not to be in the association’s best interest, the Board may void it. The President may re-present the issue before a meeting of the whole membership, which could overturn the Board decision by a simple majority.

ARTICLE 6
DUTIES AND POWERS

6:1 President

The President shall be the Chief Executive Officer of the organization and Chair of the Executive Board and membership meetings. It shall be the duty of the President to:
(a) Exercise general supervisory powers over the work of the other members of the Board of Directors;
(b) Supervise the disbursement of the funds of the organization as directed by the Board of Directors;
(c) Provide a full annual administrative and financial report to the membership no later than two weeks before the annual Convention, and make such recommendations as deemed appropriate for the good of the organization at the annual Convention. The membership shall consider such recommendations at the Convention before the elections, if there be any;
(d) Provide a mid-year report, no later than three months before the Annual Convention, in order to keep the membership abreast of major developments, if any;
(e) Receive a semi-annual report from the Vice Presidents, Secretary, and Financial Officer, which gives an account for the preceding six months, and plans for the ensuing six months; and additional written information from any member of the Board as deemed necessary to operate the organization effectively and efficiently. The President may receive optional reports, containing recommendations for improvement, from other members of the organization.

6:2 Vice President/Print and Vice President/Broadcast

The Vice President shall be the Deputy Executive Officers of NAAJ; in the absence or direction of the President, they shall chair the Executive Board and membership meetings in the absence of the President.
(a) Serve as coordinators of committees, and provide the Board of Directors with a periodic report of progress and work being performed by the committees.
(b) Perform such duties as are assigned to them by the President and the Board of Directors.

6:3 Secretary
The Secretary shall be the chief record keeper of the organization. It shall be the duty of the Secretary to:
(a) Keep an accurate account of the proceedings of the annual Convention, send a Convention report to each member of the Board within 60 days following the close of the Convention, file an official copy, and ensure its posting on the website under member password cover.
(b) Take minutes at regularly scheduled Board meetings; and ensure that the proceedings are archived for seven years.
(c) Give a report during the annual Convention of all matters referred by the preceding Convention, the Board of Directors, or ad hoc committees.
(d) Perform such secretarial duties of the Board of Directors, as may be necessary, at the direction of the President.

6:4 Treasurer
The Treasurer shall be the Chief Financial Officer of the organization. It shall be the duty of the Treasurer to:
(a) Be bonded to the organization in a sum sufficient to cover the probable amount of funds he or she might be called upon to handle during the term of office.
(b) Receive and account for all funds of the organizations.
(c) Disburse the funds of the organizations on order from the President and/or the Board of Directors. Should any disbursement of funds appear to be unlawful, the Treasurer shall submit to the question of the legality of such order for the vote of the Executive Board, and he or she shall follow the course outlined by the majority vote of the Executive Board.
(d) File the required incorporation papers of the NAAJ.
(e) Report all income and expenditures, using generally accepted accounting principles, to each annual Convention in an uncomplicated form, at each quarterly Board of Directors meeting, and such other times as the Board of Directors may require.
(f) Perform such financial duties of the Board of Directors, as may be necessary, at the direction of the President.

6:5. In the event that the full-member status of a board member changes, as a result of career change or loss of employment, and where that board member is not grand fathered in as a full member from this or a previous Constitution, it shall be up to the Board to determine whether that member may complete his/her term on the Board. The Board also may make the same determination regarding the Student Representative to the Board, who attain full-member status as a result of employment.

ARTICLE 7

7.1. An Elections Committee of five members appointed by the Executive Committee shall organize and supervise elections according to this constitution.

7.2. The Committee shall orally announce the results of the election immediately after its conclusion, and shall submit a written report no later than 30 days after the election.

7.3. The elected officials shall be sworn in after the oral announcement.

ARTICLE 8

8.1. Constitutional Amendments and Effective Date: Amendments to this Constitution may be proposed by any full member in good standing.

8. 2 The Constitution may be amended as follows:

(a) Proposed changes to this Constitution must be submitted in writing to the Executive Committee at least one (1) month prior to an annual National Convention. At that time, the Board of Directors will convene as a three-person Constitution Amendment Committee to discuss or amend any proposed changes, and send its recommendations to the members no less than seven days before the Annual Convention.

The membership can approve the amendment at the next annual Convention. Two-thirds of the total number of votes cast by members present shall be required for adoption, and said amendment shall be considered adopted immediately.

(b) Amendments to the Constitution proposed by a Full Member at a duly-convened meeting shall be submitted to the membership simultaneously with the minutes of that meeting. At the immediately succeeding duly convened meeting, the membership can approve or reject said amendment with a two-thirds vote of members eligible to vote. If approved, said amendment shall be considered adopted immediately.

(c) Unless otherwise provided in this section, amendments become effective immediately following the adjournment of said Annual Convention. The revised constitution shall be circulated to all Members by e-mail within seven (7) days.