SEJ Bylaws

As Revised at Annual Meetings of the SEJ Membership October 5, 1991, October 23, 1993, October 4, 1997, October 29, 2004, October 17, 2008, October 9, 2009 and October 15, 2010.

Contents

Article I: Offices and Registered Agent
Article II: Membership
Article III: Meetings
Article IV: Board of Directors
Article V: Officers of the Society
Article VI: Committees
Article VII: Contracts, Checks, Deposits and Funds
Article VIII: Miscellaneous Provisions
Article IX: Indemnification
Article X: Amendments to Bylaws

Article I: Offices and Registered Agent

Section 1. Registered Office and Agent. The Society of Environmental Journalists, Inc., a nonprofit corporation incorporated under the laws of the District of Columbia (hereinafter the "Society"), shall have and continuously maintain a registered office in the District of Columbia and a registered agent whose office is identical with such registered office, as required by the District of Columbia Nonprofit Corporation Act. The registered agent shall be an individual resident of the District of Columbia or a corporation, whether for profit or not for profit, authorized to transact business in the District of Columbia. The address or the registered office may be changed from time to time.

Section 2. Other Offices. The Society may have such other office or offices, at such suitable place or places within or without the District of Columbia as the Board of Directors may from time to time determine as necessary for the conduct of the affairs of the Society.

Article II: Membership

Section 1. Categories of Membership. The Society shall consist of men and women whose qualification in the judgment of the Board of Directors, hereinafter constituted, or its designee (s) shall warrant their election to any of the following four categories of members: Active Member, Associate Member, Academic Member and Honorary Member. Active, Associate and Academic Members shall not engage in lobbying or public relations work relating to environmental issues. The Board of Directors may maintain policies on how the membership section of these Bylaws will be implemented by the board. The qualifications and rights of the members of those categories shall be as follows:

A. Active Member. An individual is eligible to be an Active Member if he or she is primarily engaged in the gathering, reporting, writing, editing, photographing, producing or cartooning of news for dissemination by regularly published, general circulation newspapers, magazines, and newsletters, as well as radio and television stations and networks, online media, books, news services and other media available to the general public. Neither Active Members nor their employers shall engage in lobbying or public relations work relating to environmental issues.

B. Associate Member. An individual is eligible to be an Associate Member if: 1) he or she is substantially engaged in journalism or works in fields that closely relate to journalism yet is ineligible for active membership, either because journalism is not his or her primary occupation or because his or her employer lobbies or conducts public relations work relating to environmental issues, and: 2) in the majority opinion of the Board of Directors, or its designee(s) will contribute to the attainment of the objectives of the Society. Associate Members shall not engage in lobbying or public relations work relating to environmental issues.

C. Academic Member. An individual is eligible to be an Academic Member if he or she is on the full-time faculty or is a student at an accredited college, university, or other school and has an interest in environmental journalism and/or environmental issues. Academic Members shall not engage in lobbying or public relations work relating to environmental issues.

D. Honorary Member. An individual is eligible to be an Honorary Member if he or she has rendered outstanding and distinguished service to the Society, as determined by the Board of Directors. An Honorary Member shall have all the rights and privileges of the Society, except that they shall not be entitled to vote or hold office.

Section 2. Application for Membership. An individual seeking membership in the Society as an Active, Associate or Academic Member must submit a completed application, in such form as the Board of Directors shall from time to time determine, to the Board of Directors or a committee or officer designated by the Board of Directors, which, in its sole discretion, will grant or deny the individual's application for membership. Applicants will be notified in writing, if accepted, and of the membership status granted. Honorary Members will be designated by the Board of Directors in its sole discretion.

Section 3. Termination of Membership. The Board of Directors, by the affirmative vote of two-thirds of all of the members of the Board present at any regular or special meeting, may terminate the membership of a member, for cause, after an appropriate hearing, and may, by a majority vote of those present at any regular or special meeting, terminate the membership of any member who shall be in default in the payment of dues or delegate such authority to an appropriate committee.

Section 4. Membership Dues. The amount of the dues of the members shall be determined by the Board of Directors or a committee or officer designated by the Board of Directors and shall be paid monthly or annually by such dates or date as may be determined by the Board from time to time. The Board of Directors or its designee(s) may establish different dues amounts for members of different categories and may from time to time offer special dues discounts.

Article III: Meetings

Section 1. Annual Meeting. A regular annual meeting of the members shall be held at least once a year, at such time, day and place as shall be designated by the Board of Directors. The Board of Directors may, by resolution, provide for the holding of additional regular meetings.

Section 2. Special Meetings. Special membership meetings may be called by the Board of Directors and shall be called upon written request therefor to the Secretary of the Society of not less than one-third of the members entitled to vote.

Section 3. Notice of Meetings. Notice of the time, day, place, and purpose of each meeting shall be given to all members of the Society not less than ten days nor more than fifty days from the meeting date in the manner set forth in Section 2 of Article VIII hereof.

Section 4. Quorum. A quorum for the transaction of any and all binding actions or votes at the annual meeting or any special membership meeting of the Society shall consist of one-tenth of the voting members present in person or by proxy. If a quorum is not present, a majority of the voting members present may adjourn the meeting to a future time, without further notice being required.

Section 5. Manner of Acting. Except as otherwise expressly required by law, the Articles of Incorporation of the Society, or these Bylaws, the affirmative vote of a majority of the voting members present in person or by proxy, at any meeting of the members, at which a quorum is present, shall be the act of the members.

Section 6. Written Consent. Action taken by the members without a meeting is nevertheless the action of the members if written consent to the action in question is signed by all of the members entitled to vote and filed with the minutes of the proceedings of the members, whether done before or after the action so taken.

Section 7. Proxies. At any meeting of the members, a member entitled to vote may do so by proxy executed in writing. Unless otherwise provided in the proxy, the proxy shall cease to be valid eleven months from the date of execution. Proxies may confer general voting rights, or they may be limited to prescribed action on a particular issue.

Section 8. Absentee Ballot. In lieu of obtaining the vote of members at a regular or special meeting, the Board of Directors may submit any matter to the voting members for approval by absentee ballot. An official ballot shall be provided to each voting member. Ballots received later than the announced deadline will not be counted. Except as otherwise required by law, the Articles of Incorporation of the Society, or these Bylaws the affirmative vote of a majority of the members voting by ballot shall be the act of the members.

Article IV: Board of Directors

Section 1. Powers. There shall be a Board of Directors of the Society, which shall manage, supervise and control the business, property and affairs of the Society, except as otherwise expressly provided by law, the Articles of Incorporation of this Society, or these Bylaws. The Board of Directors shall be vested with the powers possessed by the Society itself, including the powers to determine the policies of the Society and prosecute its purposes, to appoint and remunerate agents and employees (including the power to delegate some or all of this authority), to establish the budget of the Society, to disburse the funds of the Society, and to adopt such rules and regulations for the conduct of its business, responsibility and authority as shall be deemed advisable.

Section 2. Number and Qualifications. The Board of Directors of the Society shall be composed of not less than thirteen nor more than twenty-one individuals. All but two of these shall be Active Members of the Society in good standing. Of the remaining two individuals, one each shall be an Associate Member and an Academic Member in good standing. New Active Member seats may be created by the Board of Directors at its discretion, up to the maximum of 21 total seats.

Section 3. Election and Term of Office. All but two members of the Board of Directors shall be elected by the Active Members of the Society at the annual meeting of the membership. Having been divided at the first annual meeting of the Society into three groups, and the terms staggered to expire in successive years, these Active Member Directors shall subsequently be elected to three-year terms to succeed the members of the Board whose terms expire. In addition, one member of the Board shall be elected to a three-year term by the Associate Members of the Society, and the other shall be elected to a three-year term by the Academic Members of the Society, also at the annual meeting of the membership.

Section 4. Resignation. Any Director may resign at any time by giving written notice to the President of the Society. Such resignation shall take effect at the time of acceptance thereof as determined by the President of the Society.

Section 5. Removal. Any Director may be removed from such office by a two-thirds vote of the entire Board of Directors, then in office, at any regular or special meeting of the Board of Directors, for (1) violation of these Bylaws or (2) engaging in any other conduct prejudicial to the best interests of the Society. Such removal may occur only if the Director involved is first provided (1) with adequate notice of the charges against him or her in the form of a statement of such charges and of the time and place of the meeting of the Board of Directors scheduled for the purpose of hearing or considering such action, sent by certified or registered mail to the last known address of such Director, (2) an opportunity to appear before the Board of Directors or forward a written statement thereto in presentation of any defense of such charges, no sooner than thirty days after the sending of such notice, and (3) a written explanation as to (if such is the case) why action is being proposed against such Director. In these regards, the Board shall act on the basis of reasonable and consistent criteria, always with the objective of advancing the best interests of the Society.

Section 6. Vacancies. A vacancy in any director's position may be filled temporarily until the next annual meeting by a majority vote of the remaining directors then in office. In the case of a vacancy for an Active Member Director, the voting Active Members of the Society shall elect a director to serve for the unexpired term at the next annual meeting. In the case of a vacancy for the Associate Member Director or the Academic Member Director, a director shall be elected at the next annual meeting to a new three-year term by the Associate or Academic Members, respectively.

Section 7. Regular Meetings. A regular in-person annual meeting of the Board of Directors of the Society shall be held each year, at such time, day and place as shall be designated by the Board of Directors, for the purpose of transacting such business as may come before the meeting. Individual directors may participate in such a meeting via conference call or other electronic technology, so long as a quorum of directors is physically present. Such remote participation in a meeting shall be deemed presence at such meeting. The Board of Directors may also hold additional regular meetings. These additional meetings may be held entirely by conference call or other electronic technology.

Section 8. Special Meetings. Special meetings of the Board of Directors may be called at the direction of the President of the Society or by a majority of the voting Directors then in office, to be held at such time, day and place as shall be designated in the notice of the meeting.

Section 9. Notice. Notice of the time, day and place of any meeting of the Board of Directors shall be given at least ten days previous thereto in the manner set forth in Section 2 of Article VIII. The purpose or purposes for which a special meeting is called shall be stated in the notice thereof. Any director may waive notice of any meeting by a written statement executed either before or after the meeting. All waivers of notice shall be filed with the corporate records and made a part of the minutes of the meeting. Attendance at a meeting shall constitute a waiver of notice thereof, except where attendance is for the express purpose of objecting to the call or convening of the meeting.

Section 10. Quorum. One-third of the directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, except, if less than a quorum of directors is present at such meeting, one-third of the directors present may adjourn the meeting to a future time without further notice. If the meeting is adjourned for more than twenty-four hours, notice of adjournment to another time and place shall be given, prior to the time of the adjourned meeting, to the directors who were not present at the time of the adjournment.

Section 11. Manner of Acting. Except as otherwise expressly required by law, the Articles of Incorporation of the Society, or these Bylaws, the affirmative vote of a majority of the directors present at any meeting of the Board of Directors, at which a quorum is present, shall be the act of the Board of Directors. Each director shall have one vote. Voting by proxy shall not be permitted.

Section 12. Written Consent. Action taken by the Board of Directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all of the directors, as the case may be, and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.

Section 13. Compensation. No director shall receive any compensation for services rendered in such capacity, except that the Board may by resolution provide for the reimbursement of actual travel and lodging expenses incurred in the performance of the duties of the director to the extent provided by such resolution.

Article V: Officers of the Society

Section 1. Officers. The officers of the Society shall at a minimum consist of a President, a First Vice President, a Second Vice President, a Secretary, and a Treasurer. These offices shall be held solely by Active Member Directors of the Society. The Society shall have such other officers and assistant officers as the Board of Directors may from time to time deem necessary, such officers to have the authority, and to perform the duties prescribed from time to time by the Board of Directors. One person may hold more than one office, other than the offices of President and Secretary.

Section 2. Election of Officers. The officers of the Society shall be elected by the directors of the Society at the annual meeting of the Board of Directors.

Section 3. Term of Office. The officers of the Society shall be installed at the annual meeting at which they are elected and shall hold office for one year, until their respective successors shall have been duly elected and qualified.

Section 4. Resignation. Any officer may resign at any time by giving written notice to the President of the Society or, in the event of the President's resignation, to the First Vice President of the Society. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President or, in the event of the President's resignation, by the First Vice President.

Section 5. Removal. Any officer may be removed by majority vote at any regular or special meeting of the Board of Directors at which a quorum is present, whenever in their judgment the best interests of the Society would be served thereby, but such removal will be without prejudice to the contract rights, if any, of the officer so removed.

Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, shall be filled by the Board of Directors for the unexpired term.

Section 7. President. The President shall be the chief executive officer of the Society, chair the Board of Directors and, subject to the overall guidance and supervision of the Board of Directors, give active direction and control of the business and affairs of the Society. He or she may sign any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other officer or agent of the Society; and in general, he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 8. Vice Presidents. In the absence of the President or in the event of his or her inability or refusal to act, the First and Second Vice President, in that order, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall perform such other duties as from time to time may be assigned by the President or Board of Directors.

Section 9. Secretary. The Secretary or his or her designee shall keep the minutes of the meetings of the Board of Directors in one or more books provided for purposes of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Society; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

Section 10. Treasurer. The Treasurer or his or her designee shall have charge and custody of and be responsible for all funds and securities of the Society; receive and give receipts for moneys due and payable to the Society from any source whatsoever, and deposit all such moneys in the name of the Society in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these Bylaws; and in general perform all the duties incident of the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors.

Section 11. Bonding. If requested by the Board of Directors, any person entrusted with the handling of funds or valuable property of the Society shall furnish, at the expense of the Society, a fidelity bond, approved by the Board of Directors in such sum as the Board shall prescribe.

Article VI: Committees

Section 1. Committee of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each consisting of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Society; provided, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing these Bylaws; electing, appointing or removing any member of any such committee or any Director or officer of the Society; amending the Articles of Incorporation of the Society; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Society; authorizing the voluntary dissolution of the Society or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Society; or amending, altering or repealing any resolution of the Board of Directors which by its terms provides that shall not be amended or altered by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon the Board or the Directors by law.

Section 2. Executive Committee. The Board of Directors shall designate an Executive Committee for the Board consisting of the President, First Vice President, Second Vice President, Secretary, and Treasurer. The President shall chair the Executive Committee. The Executive Committee, to the extent permitted by law, shall have responsibility for the operation and activities of the Society between meetings of the Board of Directors within the limits of basic policy established by the full Board, shall make recommendations to the full Board, and shall have such other powers and duties as may be determined from time to time by the Board of Directors. Any action(s) taken by the Executive Committee on behalf of the full board outside of ordinary board meetings shall be reported to the full board and entered into the minutes at its next meeting, with the full board having the opportunity to review and, if deemed necessary, rescind such action(s).

Section 3. Term of Office. Each member of a committee shall continue as such until a successor is appointed, unless the committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof.

Section 4. Other Committees. The Board of Directors and/or the President may create and appoint members of the Society to such committees as they shall from time to time deem appropriate, such committees to have the power and duties designated by the Board of Directors; provided that no such committee which has members of the Society who are not Directors shall have and exercise the authority of the Board of Directors in the management of the Society.

Section 5. Vacancies. Vacancies in the membership of committees may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 6. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7. Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

Article VII: Contracts, Checks, Deposits and Funds

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Society, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society, shall be signed by such officer or officers, agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President or a Vice President of the Society.

Section 3. Deposits. All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies or other depositories or investment instruments as the Board of Directors or its designee may select.

Section 4. Gifts. The Board of Directors or its designee may accept on behalf of the Society any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Society.

Article VIII: Miscellaneous Provisions

Section 1. Fiscal Year. The fiscal year of the Society shall commence on January 1 and terminate on December 31 of the same year.

Section 2. Notice. Whenever under the provisions of these Bylaws, the Articles of Incorporation of the Society or statute, notice is required to be given to a director, member, committee member or officer, such notice shall be given in writing to such person(s) at his or her postal or electronic mail address as it appears in the records of the Society. Such notice shall be deemed to have been given when sent by email or deposited in the United States mail or other delivery service.

Section 3. Seal. The official seal of the Society shall have inscribed thereon the name of the Society and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The official seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing, or affixing or causing to be printed, engraved, lithographed, stamped, or otherwise made, placed or affixed upon any paper or document, by any process whatsoever, an impression, facsimile, or other reproduction of said official seal.

Section 4. Book and Records. The Society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members of its Board of Directors. Following any year in which the Society's revenues exceed $75,000, the books and records of account shall be reviewed by a certified public accountant employed by the Board of Directors. The Board of Directors may, at its sole discretion, have the books and records reviewed at any other time. The result of any such reviews shall be present to the Board of Directors and published for the members.

Section 5. Policies and Guidelines. The Board may from time to time adopt and/or amend Policies governing and/or Guidelines advising the means of acting of the Board, its designated committees and Society staff and volunteers, to the extent that such means are consistent with and not explicitly declared in these Bylaws.

Article IX: Indemnification

The Society shall indemnify each member of the Board of Directors, as described in Article V hereof, and each of its officers, as described in Article VI hereof, for the defense of civil or criminal actions, suits, or proceedings to the fullest extent permitted by the laws of the District of Columbia.

Every reference herein to a member of the Board of Directors or officer of the Society shall include every Director and officer thereof and former Director and officer thereof. The right of indemnification herein provided shall be in addition to any and all rights to which any Director or officer of the Society might otherwise be entitled and provisions hereof shall neither impair nor adversely affect such rights.

Article X: Amendments to Bylaws

These Bylaws may be amended or repealed or new Bylaws adopted upon the affirmative vote of two-thirds of the Board of Directors at any regular or special meeting of the Board and the affirmative vote of two-thirds of the votes of the members entitled to vote at any regular or special meeting of the membership. An amendment shall be effective immediately after adoption unless a later effective date is specifically adopted at the time the amendment is enacted.