In 2021, faced with the possibility that SND may need to consider ending the Society because of decreased membership, increased costs, and other impacts from the COVID-19 pandemic, the Board of Directors proposed to the members whether we should begin the work of shuttering the Society or restructuring to preserve SND and move the organization forward? The membership overwhelmingly voted to moved forward and restructured SND. The first step was restructuring the organization’s leadership model and election process (articles V, VI, and VII of the Society’s bylaws).
Since then, the Board of Directors has worked on the bylaws, updating all articles to reflect standard and best practices in 501c6 association/society operations. Please take a moment to review these bylaws, which can be found here, and vote to adopt or reject them. Questions about the bylaws can be sent to our Executive Director at director@snd.org.
Society for News Design Bylaws
ARTICLE I: NAME
This nonprofit corporation shall be known as the Society for News Design Inc., hereinafter referred to as SND.
ARTICLE II: PURPOSE
Section 1. The purposes of SND are:
- To encourage high standards of visual journalism, storytelling, and communication.
- To serve as an international forum and a professional source for editors, designers, and others interested in visual journalism and communication, and to recognize excellence in professional performance.
- To work with other professional groups toward strengthening visual design and storytelling as a profession, in all its forms, as a business.
SND shall not engage in any regular business ordinarily carried on by businesses for profit nor shall its assets, benefits, or net earnings on assets inure to the benefit of any member or individual (but this shall not prevent payment of reasonable compensation nor distributions in furtherance of its exempt purposes) nor shall it carry on activity not permitted by exempt organizations under Section 501(c)(6) or the Internal Revenue Code of 1986, as it may from time to time be amended.
Section 2. Programs:
The programs of SND will include but are not limited to:
- Membership
- Creative Competition
- Events
ARTICLE III. FINANCES
Section 1. Fiscal Year:
The fiscal year of SND shall begin on the first day of January and end on the last day of December. There will be four fiscal quarters:
- Quarter 1: January-March
- Quarter 2: April-June
- Quarter 3: July-September
- Quarter 4: October-December
Section 2. Fees:
In addition to membership, competition entry, and event fees, SND will allow businesses and organizations to sponsor programs of SND. The Board of Directors will review and approve all sponsorship opportunities.
Section 3. Budget:
The annual budget shall be reviewed and discussed by the SND Board of Directors and adopted by the Board before the beginning of the new fiscal year. An overview of the budget will be communicated at the annual business meeting of the membership.
Section 4. Payment of Indebtedness:
All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of SND shall be signed by the President or Executive Director in such manner as shall be determined by action of the Board of Directors. In the absence of such a determination by the Board of Directors, such approval may be made by the Executive Committee.
Section 5. Deposits:
All funds of SND shall be deposited to the credit of SND in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 6. Audit:
Upon the Executive Committee’s recommendation, an auditing firm shall audit the SND finances, which will be reviewed and approved by the Board of Directors.
ARTICLE IV: MEMBERSHIP
Section 1. Eligibility:
Membership shall be open to anyone with a professional interest in visual journalism, storytelling, and communication. Members shall have full and equal voting privileges on all matters brought before membership. Membership shall entitle Members to participate in the programs of SND and to participate in the election of the Board of Directors.
Section 2. Categories:
Membership in SND shall consist of the following classes: Professional Member, Student Member, Lifetime Member, Affiliate Member, Institutional Member, and Organizational Member. The Board of Directors may, from time to time, establish new classifications of membership and criteria for all classes of membership in addition to those outlined in these Bylaws.
Section 3. Dues:
The Board of Directors shall determine annual dues for each membership category and any special dues across these categories. Non-payment of dues results in the loss of membership status. Membership dues are non-refundable and non-transferable. The Board of Directors shall determine the time for paying membership dues. Under special circumstances, the President may waive a member’s annual dues.
Section 4. Meetings:
The Board of Directors shall specify the place and time of the SND annual business meeting. Special meetings may be called by the President or at the request of ten percent (10%) of the Members. No business shall be transacted at a special meeting except that for which the meeting is called. A meeting notice will be announced on the website at least two weeks before the annual business meeting and immediately upon the call for a special meeting.
Section 5. Voting:
Members shall have full and equal voting privileges on all matters brought before membership. All Members shall have one vote, and there shall be no proxy voting. A quorum of ten percent (10%) of the membership is required for passage, except in elections.
Section 6. Cancellation:
Requests for membership cancellation must be communicated to the Executive Director, who will notify the President. Membership will automatically terminate if a member does not pay annual dues.
ARTICLE V: BOARD OF DIRECTORS
The governing body of SND is the Board of Directors, which has the authority and is responsible for SND’s finances, operations, and governance. The Board of Directors establishes policy and monitors its implementation under the direction of the President.
Section 1. Composition:
There shall be twelve (12) voting members; among these, there shall be four Officers (President, Vice President, Secretary and Treasurer).
Section 2. Qualifications:
Each Officer and Director must be a Member of SND.
Section 3: Elections:
- The Board of Directors will invite the membership to nominate candidates for open Director positions via an open call in the first month of the third fiscal quarter. Nominations will close, and the slate of candidates will be shared with the membership in the last month of the third fiscal quarter.
- If the number of candidates is equal to the number of open Director positions, each candidate will be awarded the role in lieu of elections.
- Board elections will occur in the first month of the fourth fiscal quarter, with a two-week voting period for Members. Election results will be shared within five (5) days of the election’s end. New Directors will participate in Board discussions for the remainder of the fourth fiscal quarter as part of the onboarding process. Newly elected Board Members will participate in Board votes at the official beginning of their term.
Section 4: Duties of the Board of Directors:
- The Board of Directors shall manage the business and affairs of SND which include, but are not limited to, the following:
- Establish SND program goals, objectives, criteria, and procedures.
- Monitor and evaluate organizational management, finance, and governance.
- Manage all internal and external communications of SND.
- Appoint committees as necessary to accomplish the purposes and objectives of SND.
- Establish and update the SND Bylaws, policies, and procedures.
- Establish, maintain, and update the Code of Ethics.
- Adhere to Board and Organizational policies and submit documentation of Board Member confidentiality, impartiality, and fiduciary responsibility.
- Review and comply with data protection and privacy regulations.
Section 5. Terms:
Directors shall serve a two-year term with the option to serve an additional two-year term. Directors shall take office at the start of the new fiscal year. Directors completing two (2) full two-year terms shall not be eligible for re-election to the Board until at least one (1) year has elapsed.
Section 6. Resignation and Removal:
Any member of the Board of Directors may resign at any time by giving written notice to the President. The Board of Directors may remove a director with or without cause by a vote of two-thirds (2/3).
Section 7. Vacancies:
The Board of Directors, under the President’s recommendation, shall fill vacancies in any Director role.
Section 8. Meetings:
The Board of Directors may set the time, date, and place for Board meetings.
- Meeting by Telecommunications. For any action to be taken at a meeting of the Board of Directors using video conference, all participants must be able to communicate with each other.
- Quorum: A majority of the voting members of the Board shall constitute a quorum for the transaction of business.
Section 9. Compensation:
Directors shall not receive any compensation for their services to SND; however, the Board of Directors may authorize the reimbursement of reasonable expenses for attendance at SND programs or board-related events.
Section 10. Bonding:
The Board of Directors may provide for the bonding of SND officers and employees it determines necessary and/or appropriate.
Section 11. Gifts:
The Board of Directors, with the President’s approval, may accept any contribution, gift, bequest, or devise on behalf of SND. All gifts are only for the benefit of SND for its general or special purposes.
ARTICLE VI: OFFICERS
Section 1. Duties of the Officers:
The officers of SND shall be a President, Vice President, and Secretary/Treasurer. The membership shall elect the Officers. They shall perform duties prescribed by law, the SND Articles of Incorporation, and these Bylaws.
- President: The President shall be SND’s principal officer and supervise SND’s operations, officers, finances, and Executive Director. The President shall generally perform all Office of President duties and other duties the Board assigns. The President may authorize the Executive Director to enter any contract or execute and deliver any instrument in the name of and on behalf of SND. Such authority may be general or confined to specific instances. The President shall be ex-officio of all committees and serve on the Society for News Design Foundation Board.
- Vice President: The Vice President shall act in place of the President if the latter cannot perform the office’s duties. The Vice President shall perform all duties incidental to the Office of Vice President and such other duties as explicitly provided in these Bylaws, in the SND policies and procedures, or as assigned by the President.
- Secretary: The Secretary shall keep minutes of the meetings of the Board of Directors; shall see that all notices are duly given following applicable law, the Articles of Incorporation, and these Bylaws; shall be the custodian of these corporate records. SND shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its voting members, the Board of Directors and Executive Committee, and any committees requested by the Board of Directors. and, in general, shall perform all duties customarily incident to the Office of Secretary and such other duties as may be assigned from time to time by the President.
- Treasurer: The Treasurer also shall be SND’s principal accounting and financial officer and, in general, shall perform all duties customarily incident to the Office of Treasurer. Including chairing the Finance Committee and such other duties as the President may assign from time to time.
Section 2: Terms:
Officers shall serve a two-year term (2) in office, with the option to serve an additional two-year term. Officers take office at the start of the new fiscal year.
Section 3: Elections:
- The Board of Directors will invite the membership to nominate candidates for open Officer positions via an open call in the first month of the third fiscal quarter. Nominations will close, and the slate of candidates will be shared with the membership in the last month of the third fiscal quarter.
- If the number of candidates is equal to the number of open positions, each candidate will be awarded the role in lieu of elections.
- Board elections will occur in the first month of the fourth fiscal quarter, with a two-week voting period for Members. Election results will be shared within five (5) days of the election’s end. New Officers will participate in Board discussions for the remainder of the fourth fiscal quarter as part of the onboarding process. Newly elected Officers will not participate in Board votes until the official beginning of their term.
Section 3. Resignation and Removal:
Any Officer may resign at any time by giving written notice to the President. The Board of Directors may remove any Officer with or without cause by a two-thirds vote (2/3).
Section 4. Vacancies:
The Board of Directors shall fill vacancies in any Officer position.
Section 5. Compensation:
Officers shall not receive any compensation for their services to SND; however, the Board of Directors may authorize the reimbursement of reasonable expenses for attendance at SND programs or board-related events.
ARTICLE VII: OPERATIONS
Section 1. Executive Director:
The administrative and day-to-day operation shall be the responsibility of a salaried staff head or firm employed or appointed by, and responsible to, the Board of Directors. The salaried staff head or, in the case of a firm, chief staff officer retained by the firm shall have the title of “Executive Director.”
The Executive Director:
- Shall manage the membership and competition databases.
- Shall communicate with and assist members.
- Shall manage the Board of Directors and committees of SND.
- Shall manage the financial ledgers and reports.
- Shall manage communications and the SND website.
- Shall aid in the planning and logistics of SND programs.
- Shall execute contracts on behalf of SND according to policies and procedures approved by the Board of Directors.
- Shall have responsibility for SND staff, including the ability to employ and terminate the employment of members of the staff.
- Shall have such other duties as may be specified by the Board of Directors.
- Shall be ex-officio, non-voting Board of Directors and Executive Committee member.
- Shall attend and participate in all meetings of SND Committees except as otherwise provided by these Bylaws.
Section 2. Headquarters and Offices:
SND shall have and continuously maintain a registered office and a registered agent whose office is identical to that registered office in the State of Pennsylvania and may have such other offices, within or without the State of Pennsylvania, as the Board of Directors may determine.
ARTICLE VIII: COMMITTEES
Section 1. Standing Committees of the Board of Directors.
- Executive Committee: The Executive Committee of SND shall consist of the President, Vice President, Secretary/Treasurer, and the Executive Director, who shall be ex-officio, non-voting member. The President shall serve as the chair of the Executive Committee.
- The Executive Committee shall have the authority to perform the business functions and conduct any necessary voting for SND between meetings of the Board of Directors. It shall report to the Board of Directors any action taken. The delegation of authority to the Executive Committee shall not operate to relieve the Board of Directors or any individual member.
- The Executive Committee shall meet upon the request of the President. Each member shall have one (1) vote. Any voting or determination of the Executive Committee must be unanimous.
- The Executive Committee is responsible for hiring and establishing compensation (salary and benefits) for the executive director/CEO that is “reasonable and not excessive” but is commiserate with salary scales of similar organizations so SND can attract and retain the best possible talent to lead the organization.
- Finance Committee: The Finance Committee shall consist of the Executive Committee and one Director. The Secretary/Treasurer shall serve as Chair. The Committee’s duties include presenting an annual budget, reviewing SND’s annual financial statements, and approving the financial audit if applicable.
- Other Standing Committees: The Board of Directors may establish other standing committees to support the purposes of SND.
Section 2: Standing Committees of the Society
The Board of Directors shall develop and approve policies and procedures for operating all standing committees. Board Members will serve as liaisons to all standing committees.
- Competition Committee: The Competition Committee is responsible for planning and executing the annual creative competition. The committee will be chaired by an SND member with substantial competition experience and is appointed by the President. The committee chair shall be appointed annually for a one (1) year term, not to exceed four appointments. The competition committee will have the following subcommittees:
- Audit and Entries
- People
- Logistics
- Outreach and Communications
Only members of SND shall be appointed to the competition committee, with committee members appointed by the President and approved by the Board of Directors. Committee members shall be appointed for a two (2) year term. After serving two (2) consecutive terms, a member shall become eligible for appointment again after a one (1) year break in service on the committee, with exceptions to this at the approval of the President. Appointment made by the President shall fill any vacancy on the committee. Upon recommendation of the committee chair, the Board of Directors may remove a committee member from the committee for cause. Except as authorized, the committee shall not speak on behalf of or do business for SND.
B. Membership Committee: The Membership Committee works closely with the Board of Directors to institute and improve membership processes and target potential new members. The committee will be chaired by an SND member with previous SND volunteer experience and is appointed by the President. The committee chair shall be appointed annually for one (1) year, not to exceed four appointments. The committee will have the following subcommittees:
- Professional
- Student
- International
- Affiliate
- Organizational
- Institutional
Only members of SND shall be appointed to the membership committee, with committee members appointed by the President and approved by the Board of Directors. Committee members shall be appointed for a two (2) year term. After serving two (2) consecutive terms, a member shall become eligible for appointment again after a one (1) year break in service on the committee, with exceptions to this at the approval of the President. Appointment made by the President shall fill any vacancy on the committee. Upon recommendation of the committee chair, the Board of Directors may remove a committee member from the committee for cause. Except as authorized, the committee shall not speak on behalf of or do business for SND.
- Other Standing Committees: The Board of Directors may establish other standing committees to support the purposes of SND.
ARTICLE IX INDEMNIFICATION
SND shall indemnify all past and present officers, directors, employees, committee and task force members, and all other volunteers to the full extent permitted by the Pennsylvania law, 15 Pa. C.S.A. § 5741, as may be amended and shall be entitled to purchase insurance for such indemnification of officers and directors to the full extent as determined by the Board of Directors.
ARTICLE X: WAIVER OF NOTICE
Whenever notice is required to be given under applicable law, the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI: AMENDMENTS
These Bylaws may be altered, amended, or repealed by a vote of the Board of Directors at any regular or special meeting of the Board.
ARTICLE XII: DISSOLUTION Upon the dissolution of SND, assets remaining after the payment or provision for payment of all debts and liabilities of SND shall be distributed to organization(s) of similar mission and purpose which qualify as exempt under Section 501 C(3) or Section C(6) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or to the federal government, or to a state or local government, for public purpose. Any assets not so distributed shall be distributed by the District Court of the county in which SND principal office is then located, exclusively for such purposes or to such organization(s) as the Court shall determine to be organized and