National Press Club

Article I

Organization

Section I. The National Press Club Journalism Institute
The National Press Club Journalism Institute (NPCJI) board of directors is the governing body of the National Press Club Journalism Institute.
Section 2. The NPCJI Mission
The National Press Club Journalism Institute board of directors is the executive agency for the National Press Club Journalism Institute. The NPCJI is responsible for coordinating the policies and procedures established by the NPCJI board of directors with National Press Club officers, committees and staff and with other agencies and organizations. The NPCJI is also responsible for meeting the administrative requirements of the NPCJI board of directors. The NPCJI provides information services to its members for the purpose of assisting both domestic and foreign reporters in covering events in Washington. In providing these services and thus assisting accurate reporting, the NPCJI assists citizens of the United States in fulfilling their democratic responsibilities and assists citizens of other countries in obtaining a clear picture of the activities of one of the world's most important capitals. These services include, but are not limited to, research assistance, journalism-related training, computer and online access, a current periodicals reading room, and programs for authors to discuss their craft.
Section 3. Sole Member
There shall be a sole member of the Corporation, which shall at all times be the National Press Club of Washington, a Washington D.C. membership corporation.
Section 4. Representative of the Sole Member
Unless otherwise provided by the NPC Board of Governors, its President shall be its representative and shall have full authority to undertake all actions for it in connection with all matters relating to membership in the Corporation.
Section 5. Annual and Other Meetings
Meetings of the National Press Club Journalism Institute Board may be held upon call of the NPCJI Board or upon call of the NPC President. Meetings shall be held at least quarterly and when possible on the premises of the National Press Club.

ARTICLE II

BOARD OF DIRECTORS

Section 1. Number and Qualification
The Corporation shall be governed by its Board of Directors. The number of directors constituting the entire Board shall be 15, and will include the sitting president of the NPC in a one-year term. All directors shall be nominated by the NPC President and confirmed by the NPC Board of Governors.
Section 2. Election and Term of Directors
The NPC President nominates the directors of the Corporation, subject to confirmation by the NPC Board of Governors. The NPC President shall sit on the NPCJI Board for the one-year term of his or her presidency. All members except the NPC President will serve a term of two years and remain in office until the nomination and confirmation of a successor. Seven directors will be nominated each year to staggered two-year terms. Effective Dec. 31, 2013, Directors shall serve no longer than 6 consecutive years.
Section 3. Vacancies
Any vacancy or vacancies created by the death, resignation or incapacity to act of any director before the expiration of such director's term may remain open or may be filled by the NPC President in accordance with Section2 above. A director elected to fill a vacancy shall hold office for the remainder of the original term of the vacating director and until the confirmation of a successor.
Section 4. Resignation and Removal
Any director may resign by a notice in writing to the President or the Secretary. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective. Any director may be removed at any time with or without cause by action of the NPC President or by action of at least eight members of the NPCJI Board present at a meeting of the NPCJI Board.
Section 5. Meetings of the NPCJI Board
Written notice of the time and place of meetings shall be given by the Secretary or other officer, personally, by first class mail or email, to each director at least five days before such meeting. If mailed, notice is deemed given when deposited in the United States mail or when sent by email, directed to each director at the address as it appears on the records of the Corporation. The President or any member of the Board may call a special meeting of the Board on not less than three days' notice, given by mail, email or telephone.
Section 6. Quorum and Vote
A majority of the members of the NPCJI Board, present in person or attending by electronic means, shall constitute a quorum for the transaction of business at meetings of the Board and, except as otherwise required by applicable law or these Bylaws, all matters shall be decided by the vote of a majority of the directors present; but in the absence of a quorum those present at the time and place set for a meeting of the Board may take an adjournment from time to time, without further notice, until a quorum shall be present.
Section 7. Participation by Electronic Means
Any member of the NPCJI Board or of a committee may participate in a meeting of the Board or the committee by electronic communication, including teleconference, telephonic conference call or streaming audio or video.
Section 8. Action Without a Meeting
Any action required or permitted to be taken by the NPCJI Board or any committee may be taken without a meeting. Resolutions may be distributed and votes taken by email. The emailed resolution and the vote responses will be filed with the minutes of the NPCJI Board or committee.

ARTICLE III

INSTITUTE USERS GROUP

The NPCJI Board of Directors may provide for classes of subscribers to the facilities of the Corporation, who shall be known as the Institute Users Group. Members of the Institute Users Groups shall bear no legal responsibility and have no voting power with regard to the Corporation. The qualifications, dues structure and rights of the Institute Users Group and members of the National Press Club shall be set by the NPCJI Board. In establishing dues for the Institute Users Groups and for members of the National Press Club, the NPCJI Board shall take cognizance of all subsidies, services and considerations extended to the Institute by the National Press Club.

ARTICLE IV

COMMITTEES

Section 1. Committees (Authority)
The Board of Directors may, in resolutions adopted by a majority of its members, 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.

No committee shall have the authority to: a) fill vacancies in the Board or in any committee b) amend or repeal any resolution of the NPCJI Board except when such authority is delegated.
Section 2. Executive Committee
An Executive Committee consisting of the President, Treasurer and Secretary, and the chairs of permanent committees shall guide decision-making and offer advice on high-level strategy and initiatives, organizational operations, and board governance. The Executive Committee shall meet in alternating months between meetings of the full Board of Directors. The President of the National Press Club shall be invited to attend meetings of the Executive Committee.
Section 3. Permanent Committees
The President of the NPCJI Board shall, upon taking office, appoint the following permanent committees:

  • The Budget Committee, which shall oversee NPCJI finances on a quarterly basis and review and forward an annual budget for the NPCJI to the Institute Board for its approval. The Budget Committee shall be chaired by the Institute treasurer.
  • The Development Committee, which shall meet at least four times a year to review the NPCJI's long-term fund-raising goals.
  • The Strategic Planning Committee, which shall meet at least twice a year to review the NPCJI's progress toward meeting the goals spelled out in its Strategic Plan and to prepare and revise said Plan, delivering a semi-annual report to the Institute Board. The Institute's professional training programs shall be under the Strategic Planning Committee.
  • The Nominations Committee, which shall identify and make recommendations for candidates for NPCJI Board positions.

Any action taken by such committees between meetings of the Board shall be reported to the Board at its next meeting.
Section 4. Other Committees and Task Forces
The Board, by a resolution adopted by a majority of the entire Board, may designate special committees of the Board and other special committees. The members of such committees shall be appointed by the President and approved by the Board. Each committee created pursuant to this section shall have such authority as may be delegated to it by the Board in the resolution creating the committee.

ARTICLE V

OFFICERS

Section 1. Election
The NPC President shall designate a President of the NPCJI Board. The NPCJI Board shall elect a Secretary and a Treasurer. The Board may at any meeting by resolution elect and define the duties of such other officers as it may determine. The same person may be elected to more than one office, except that the offices of the president and secretary shall not be held by the same person. All officers shall hold office at the pleasure of the Board or until their respective successors shall have been nominated and confirmed.
Section 2. Resignation and Removal
Any director may resign by a notice in writing to the President or the Secretary. The acceptance of any such resignation, unless required by the terms thereof, shall not be necessary to make the same effective. Any director may be removed at any time with or without cause by action of the NPC President or by action of at least five members of the NPCJI Board present at a meeting of the NPCJI Board.
Section 3. Meetings of the NPCJI Board
Written notice of the time and place of quarterly meetings shall be given by the Secretary or other officer, personally, by first class mail or email, to each director at least ten and no more than fifty days before such meeting. If mailed, notice is deemed given when deposited in the United States mail or when sent by email, directed to each director at the address as it appears on the records of the Corporation. The President or any member of the Board may call a special meeting of the Board on not less than three days' notice, given by mail, email, telegraph or telephone.
Section 4. Quorum and Vote
A majority of the members of the NPCJI Board, present in person or attending by electronic means, shall constitute a quorum for the transaction of business at meetings of the Board and, except as otherwise required by applicable law or these Bylaws, all matters shall be decided by the vote of a majority of the directors present; but in the absence of a quorum those present at the time and place set for a meeting of the Board may take an adjournment from time to time, without further notice, until a quorum shall be present.
Section 5. Participation by Electronic Means
Any member of the NPCJI Board or of a committee may participate in a meeting of the Board or the committee by electronic communication, including teleconference, telephonic conference call, or streaming audio or video.
Section 6. Action Without a Meeting
Any action required or permitted to be taken by the NPCJI Board or any committee may be taken without a meeting. Resolutions may be distributed and votes taken by email. The emailed resolution and the vote responses will be filed with the minutes of the NPCJI Board or committee.

ARTICLE VI

Fiscal Year

The Corporation's fiscal year shall be the calendar year.

ARTICLE VII

Investments

Section 1. Investments and Proxies
The Board shall have the power to make investments of the funds of the Corporation and to change the same and may sell, from time to time, any part of the securities of the Corporation or any rights or privileges that may accrue thereon. Any officer of the Corporation, or such other person or persons as the Board may designate, may execute and deliver on behalf of the Corporation proxies for stock owned by the Corporation appointing persons to represent and vote such stock at any meeting of stockholders, with full power of substitution, or rescinding such appointments.
Section 2. Transfer and Assignment
The Board may authorize any officer, director or other person or persons to execute such form of transfer or assignment as may be customary or necessary to constitute a transfer of stocks, bonds or other securities in the name of or belonging to the Corporation. A corporation or person transferring any such stocks, bonds or other securities pursuant to a form of transfer or assignment so executed shall be fully protected and shall not have any duty to inquire whether or not the Board has taken action in respect thereof.
Section 3. Property Transactions
Any purchase, sale, mortgage or lease by the Corporation of its property in excess of $10,000 must be authorized by a majority vote of the Board.
Section 4. Delegation of Investment Management
Except as otherwise provided by the applicable gift instrument, the Board may

  1. Delegate to its committees, officers or employees of the Corporation, or agents, including investment counsel, the authority to act in place of the Board in investment and reinvestment of institutional funds,
  2. Contract with independent investment advisors, investment counsel or managers, banks, or trust companies, so to act, and
  3. Authorize the payment of compensation for investment advisory or management services, advisors, investment counsel or managers, banks or trust companies, so to act. Each contract pursuant to which authority is so delegated shall provide that the Board may terminate it at any time, without penalty, upon not more than sixty (60) days' notice.

The Board shall be relieved of all liability for the investment and reinvestment of institutional funds by, and for the other acts or omissions of, persons to whom authority is so delegated or with whom contracts are so made.

ARTICLE VIII

Contracts, Checks and Other Instruments

Section 1. Authority
The Board may authorize any officer or officers, in the name of or on behalf of the Corporation, to enter into any contract or to execute and to deliver any instrument, or to sign checks, drafts, endorsements, notes or other evidences of indebtedness of the Corporation. Such authority may be general or confined to specific instances, but unless so authorized by the Board or by these Bylaws, no officer shall have the power or authority to bind the Corporation to any contract or engagement or to render it pecuniarily liable for any purpose or for any amount. The Board, in its discretion, may reject any grant, gift or bequest if its condition might conflict with or jeopardize the Corporation's charitable purposes. The Board shall have the final authority to make all grants and other charitable expenditures, and nothing in this Article shall constitute any restriction of or limitation on any powers of the Board conferred by statute by these Bylaws.
Section 2. Interested Directors
The Board may not contract with any members of the Board for services or goods. Nor may any member of the Board receive remuneration, monetary or otherwise, for services provided to the Board, except that expenses incurred by a member, acting at the direction of the Board, may be reimbursed. The Board may be provided with meals during meetings.

ARTICLE IX

Loans

No loan shall be contracted on behalf of the Corporation, and no negotiable paper shall be issued on its behalf unless authorized by the vote of the Board. When so authorized by the Board, any officer of the Corporation may effect loans and advances at any time for the Corporation from any bank, trust company or other similar institution, from any firm, corporation or individual. Such authority may be general or confined to specific instances. No loans, other than through the purchase of bonds, debentures or similar obligations of the type customarily sold in public offerings, or through the ordinary deposit of funds in a bank, shall be made by the Corporation to its directors or officers, or to any other corporation, firm, association or other entity in which one or more of its directors or officers are directors or officers or hold a substantial interest, except a loan to another corporation whose purposes are exclusively charitable, educational, literary, scientific or religious.

ARTICLE X

Indemnification of Directors and Officers

The Corporation shall, to the fullest extent permitted by law, indemnify and advance expenses to each individual made, or threatened to be made, a party to any action or proceeding by reason of the fact that such individual is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other entity, in each case against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees, necessarily incurred as a result of such action or proceeding or any appeal therein.

ARTICLE XI

Waiver of Notice

Whenever any notice is required to be given under the provisions of the laws of the District of Columbia or under the provisions of the Articles of Incorporation or these Bylaws, a waiver thereof, in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the required notice.

ARTICLE XII

Amendments

These Bylaws may be amended or repealed at any meeting of the Board, provided that (i) written consent of the NPC President to the proposed amendment has been obtained and (ii) written notice of the proposed amendment or repeal has been sent to each director of the Corporation at least five (5) days in advance of the date set for the meeting.

Updated February 2014