Oklahoma Press Association By-laws
ARTICLE I
Name
The name of this Association shall be "The Oklahoma Press Association," a Not For Profit Corporation incorporated under the laws of the State of Oklahoma.
ARTICLE II
Purposes
The purposes of this Association shall be educational and to safeguard and advance the newspaper and news media 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.
ARTICLE III
Membership
Sec. 1. Membership in the Association shall only be considered upon completion of an application and submission of any related material required or requested by the Board of Directors. Member classifications shall be as follows:
(A) Legal Newspaper — Any newspaper defined as a legal newspaper by the statutes of the State of Oklahoma shall be eligible to apply for a Legal Newspaper membership. An affidavit stating the applicant meets such legal newspaper requirements
shall be submitted at the time the applicant applies for membership. Legal Newspaper members shall have the right to vote on matters requiring approval of the Association membership. The Board of Directors may at any time require the filing of an
affidavit that a Legal Newspaper member is a legal newspaper as defined by the Statutes of the State of Oklahoma.
(B) General News Media — Any general news media publication, print or digital, that meets membership criteria set by the Board of Directors shall be eligible to apply for a General News Media membership. General News Media members
shall have the right to vote on matters requiring approval of the Association membership. The Board of Directors may at any time require a General News Media member to file a statement of compliance with the membership criteria set forth by the Board.
(C) Affiliate News Media —Any print or digital news-based publication that serves specific scientific, religious, philanthropic, educational, labor, agricultural, veteran, fraternal, hobby, or similar organization that meets membership
criteria set by the Board of Directors shall be eligible to apply for Affiliate News Media membership. Affiliate News Media members shall not have the right to vote. The Board of Directors may at any time require an Affiliate News Media member to
file a statement of compliance with the membership criteria set forth by the Board.
(D) Retired — Any person who was previously engaged in the association or worked for an association member but is no longer active is eligible to apply for Retired membership. Retired members shall not have the right to vote.
(E) Strategic Partner — Any person, corporation or organization engaged in furnishing machinery, equipment, supplies or services to members is eligible to apply for a Strategic Partner membership. Strategic Partner members shall not have
the right to vote.
(F) Individual Professional – Any person who is a student, newspaper professional, news media professional, or otherwise qualified individual under criteria set forth by the Board of Directors is eligible to apply for an Individual Professional
membership. Individual Professional members shall not have the right to vote.
Application for Membership – Application forms and criteria required by the Board of Directors shall be available from the Association for all membership classifications. 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 shall be mailed or sent to all voting members of the Association. Any person who files a written objection with the Executive Vice President-Secretary
at least ten (10) days prior to the date set for Board action upon such application shall be entitled to be heard and shall appear in person at the time the 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.
Sec. 2. Only owners, publishers, editors or executives of voting members shall be permitted to hold an Association office.
Sec. 3. Voting members shall be entitled to all privileges of the Association and to one vote on all questions voted on by the Association membership. The vote shall be cast by the publisher or a designated employee of each voting member.
Sec. 4. Resignation of Membership – Any member of this Association may resign by giving one month’s notice in writing to the Executive Vice President-Secretary of the Association. Said members shall be liable for all dues and other obligations
to the Association to and including the effective date of resignation.
Sec. 5. Suspension, or Termination or Expulsion of Member — 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, unless the payment of
such accrued dues be waived in whole or in part by majority vote of the Board of Directors.
Any Legal Newspaper member who fails to submit an affidavit of legal newspaper qualification required by the Board of Directors within three months of the date of the Board request for said affidavit may be suspended by a two-thirds majority of the Board
of Directors present and voting. Any Legal Newspaper member who fails to file the required affidavit within six months shall be automatically terminated.
Termination of Legal Newspaper membership shall be automatic when a final judicial determination has been made that a Legal Newspaper member is no longer qualified as a legal newspaper as defined by the statutes of the State of Oklahoma or upon admission
of such loss of qualifications as a legal newspaper by such member.
The Board of Directors shall have the right to terminate or expel any member when such action is deemed necessary to protect the welfare and best interest of the Association and its members. Provided, however, the Board of Directors shall only consider
a motion to terminate or expel a member upon receipt by the Association’s Executive Vice President-Secretary of a written petition by at least ten (10) voting members of the Association. The Board may consider such petition at its next regular or
special meeting, but such meeting shall not occur for at least twenty (20) days after receipt of the petition. The written petition shall provide specific information to support the cause or motion for the petition. The member who is the subject
of the motion of termination or expulsion shall receive written notice of the receipt of the motion within ten (10) days of receipt of the petition by the Association’s Executive Vice President-Secretary and at least ten (10) days before any Board
meeting where such petition shall be considered. Such member shall be notified of the date, time and place of the Board meeting at which the petition will be considered. The member subject to such action shall be entitled to attend and
be heard at the meeting prior to any Board action. A two-thirds (2/3) vote of the entire Board of Directors shall be required to terminate or expel a member, and all rights and privileges of membership shall be suspended upon an affirmative
vote of the Board. Such member may appeal the vote of the Board to the voting membership during the next business meeting of the Association. A majority vote of qualified members present shall sustain or reverse the action of the Board of Directors.
Provided, however, written notice of intent to appeal must be received by the Executive Vice President-Secretary at least ten (10) days in advance of said business meeting.
Sec. 6. Reinstatement of Member – Application for reinstatement of membership shall be processed in the same manner and under the same terms and conditions as a new member application. A former member may be reinstated upon payment of
dues and upon satisfaction of any membership requirement set forth by the Board of Directors.
Sec. 7. Common Ownership Membership Requirement – When a voting member of the Association is under common ownership with another Legal Newspaper or General News Media which is registered as a business entity in Oklahoma, all entities
under such common ownership shall be required to be a separate member of the Association and pay dues as determined by the Board of Directors.
ARTICLE IV
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, 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 duties or for misconduct, by a three-fourths vote of the directors present at a regular or special Board meeting, provided that written notice
thereof shall have been given to such officer or director and the other members of the Board at least ten (10) days prior to said meeting. Any such action shall be subject to review by the Association membership at its next business or special meeting,
whichever occurs earlier, provided that the officer or director who has been removed files a request in writing for such review with the Executive Vice President-Secretary within thirty (30) days after action has been taken by the Board of Directors.
A majority vote of the voting members present at the business or special meeting 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 such director or officer 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 claim or 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 sent to all members of the Board at least five 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 voting 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 recess the meeting until a quorum is present, or 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 Annual Convention, or regular or special meeting.
ARTICLE V
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. The Executive Vice President-Secretary
shall deposit all money in banks or other financial institutions approved by the Board of Directors. The Executive Vice President-Secretary shall issue payments covering all disbursements in accordance with policies set 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.
ARTICLE VI
Dues
Sec. 1. (A) The Board of Directors shall establish annual membership dues. New or revised dues shall be effective each July 1.
(B) Each member of this Association shall mail, provide access, or deliver copies of each print or digital issue of its newspaper, publication, or digital news product to the OPA offices. The number of copies required shall be set by the Board of Directors.
At the discretion of the Board of Directors, required print copies or digital issues delivered to the association shall be recorded as dues to the association.
Sec. 2. The membership year shall be from July 1 to June 30, both inclusive.
ARTICLE VII
Rules of Order
The most current edition of 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.
ARTICLE VIII
Referendum Proposals
The Board of Directors may submit by a referendum any matter they choose to the membership of the Association for advice or determination.
ARTICLE IX
Amending By-Laws
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 voting
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 10 June 2022, 3 February 2011, 5 February 2009, 12 February 1994.
Mark Thomas,
Executive Vice President-Secretary
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