BYLAWS, I.P.C., INC.
As revised May 5, 2001

PREAMBLE

We, the members of the working press of Idaho, desiring an opportunity for fraternization among members of the press of Idaho, wishing to promote improvement in the standards of workmanship of the press in Idaho, and recognizing a need to provide the press of Idaho with a united voice in dealing with other agencies, have organized ourselves into a nonprofit corporation, known as I.P.C., Inc., and doing business as the Idaho Press Club, have established these bylaws to govern our nonprofit corporation.

ARTICLE I. -- LOCATION

I.P.C., Inc., hereafter known as the Idaho Press Club, shall be headquartered in the City of Boise, County of Ada, State of Idaho, and registered as a nonprofit corporation at Post Office Box 2221, Boise, ID 83701

ARTICLE II. -- MEMBERS

There shall be four classifications of members of the club, all of whom shall either reside in Idaho or shall be employed primarily within the state:

REGULAR MEMBERS, who shall be members of the working press, actively involved in the gathering and dissemination of news, or professional teachers of journalism.

ASSOCIATE MEMBERS, who shall be employed in fields related to journalism, such as public affairs, public information, or public relations, or who are interested in furthering professional journalism.

STUDENT MEMBERS, who shall be students from Idaho or enrolled in Idaho high schools or colleges with an interest in news reporting.

RETIRED MEMBERS, who formerly were regular or associate members of the club.

ARTICLE III.-- DUES

Annual dues shall be payable with applications for membership yearly and shall be set for membership classification by the board of directors at least three months prior to the new year. Payment of dues is a prerequisite of voting.

ARTICLE IV. -- OFFICERS

The officers of the club shall be president and vice president, who must be working press or regular members and a secretary and treasurer, who may be any category of member.

The board of directors shall consist of the officers and nine (9) other members as follows: one representative each from newspaper, television, and radio, an associate, one representative from each chapter, and two at-large members.

The president, subject to direction from the board, shall conduct board meetings and supervise the affairs of the club, including the establishment of committees and their membership.

The vice president shall succeed the president in the event of a vacancy in that office, and shall fulfill all duties of the president in the president's absence.

The secretary shall record all meeting proceedings and provide such records as necessary. The secretary shall give at least 48-hours notice to board members of a board meeting.

The treasurer shall be responsible for all state club funds, and oversee chapter funds.

Except for the office of president, vacancies among the officers or on the board shall be filled by a person chosen by vote of remaining officers and board members.

If any duly elected officer's membership status changes while in office, he/she must submit their resignation, but may be invited to serve out their term at the request of a majority of the remaining board members.

The board shall be responsible for organizing the following annual events: a spring awards banquet, a fall meeting, New Year's Eve festivities, and an election-year debate.

ARTICLE V. -- ANNUAL MEETING

The annual meeting shall be held each spring in conjunction with the awards banquet, and new officers and directors shall take office then, immediately upon election.

Other meetings may be called by the president or any five board members.

ARTICLE VI. -- QUORUM

A quorum shall consist of a majority of board members, in person or by proxy.

ARTICLE VII. -- LEGAL DEFENSE FUND

The board may maintain a legal defense fund, to be placed in a separate bank account.

The treasurer shall be responsible for these funds.

Fund monies may be expended only on a majority vote of a quorum of the board, except in an emergency.

An emergency shall be defined as a legal situation where time constraints preclude a gathering of the board. In these instances, the president and treasurer may jointly expend funds.

ARTICLE VIII. -- CHAPTERS

Any 20 bona fide members of the Idaho Press Club, including no fewer than 10 members of the working press, may apply to the board of directors for certification as a chapter of the Idaho Press Club. Those members shall reside or be employed in a specified contiguous geographical area, to be designated in its application, and the board's resolution. There shall be no more than one chapter in the specified geographical area. The application shall indicate a chairman. Chapters shall be established by a majority vote of the board of directors and a certificate signed by the president of the Idaho Press Club shall be sent to the chapter upon its organization.

Membership in Idaho Press Club chapters shall consist of members in good standing of the Press Club in the specified geographical area.

Annual membership dues of the Idaho Press Club shall be divided, one-half to the state organization, one-half to the local chapter, according to the chapter's membership. However, any annual dues shares not deposited in the chapter’s account within one year of issuance shall revert to the Idaho Press Club.

The governing body of each duly-certified chapter must designate a representative to serve as a full voting member of the Idaho Press Club board of directors. Each chapter shall elect, at an organizational meeting and thereafter at designated annual meetings, from a majority of the membership present, a president, treasurer and governing body. Additional bylaws governing the organization and operation of each chapter shall be adopted by each chapter. The officers and a majority of the governing body of the chapters shall be members of the working press. The duties of the president and treasurer in each chapter shall in general conform to the duties of the state officer.

The bylaws, policies and actions of chapters shall conform to those of the state organization. The state board of the Idaho Press Club retains final governing authority for the club and its chapters. Chapters may, however, undertake any activities consistent with the goals and policies of the Press Club.

Chapters shall file a yearly written report on all activities and a complete financial report at such time set by the state president Chapters shall keep an updated copy of the bylaws on filed with the state secretary.

A chapter may be placed on probation by a majority vote of the board if its membership falls below 20, or if the chapter fails to annually elect bona fide officers, or if the chapter fails to make an annual report, as directed by the board.

Chapters on probation shall not receive any annual membership funds. Those funds shall revert to the Idaho Press Club.

A chapter may petition to be taken off probation at the next regularly scheduled board meeting. It shall require a majority vote of the board to reinstate a chapter.

A chapter may be decertified in one of two ways: either by joint approval of a simple majority of the membership of the chapter, and Idaho Press Club board of directors; or by a two thirds vote of the full membership of the state board of directors.

ARTICLE IX. -- IMPEACHMENT

If any officer or former officer of the Idaho Press Club, state board or its chapters violates the trust and responsibility of his or her office, then the state board may vote to remove that person from his or her post and/or bar that person from ever holding an IPC state or chapter office in the future. Such an action requires a majority vote of the board.

The officer-in-question may appeal the initial decision and ask for a second board hearing at which he or she may present a defense. The board then shall take a second vote. A majority is required for impeachment.

ARTICLE X. -- SCHOLARSHIP

The board will maintain an annual Don Watkins Memorial Scholarship fund in a separate bank account. Funds will be the responsibility of the treasurer.

At least one scholarship shall be awarded annually.

ARTICLE XI. --AMENDMENTS

These bylaws can be amended by a two-thirds majority vote of all members present at any annual meeting. Such amendments shall be submitted in writing to all members at least 15 days prior to such a vote.

ARTICLE XII. -- OTHER BUSINESS

The officers and board of directors are hereby authorized to conduct from time to time such regular business as they deem necessary on behalf of the club and the Idaho news media and related professions, including, but not limited to, publication of a newsletter and general club meetings.