Kentucky Press Association /
Kentucky Press Service
By-Laws

ARTICLE I
NAME OF CORPORATION

The name of the corporation is the Kentucky Press Association, Inc.

ARTICLE II
PURPOSES

The purpose of this corporation is to promote the interests of its members, the newspapers of Kentucky; to expand their field of endeavor; to maintain a high code of ethics among all journalists; to enhance the usefulness of the newspaper industry and to promote and maintain a spirit of fraternal regard among its members; and to do any and all things necessary to carry out the purposes of this corporation.

ARTICLE III
DURATION

The duration of this corporation shall be perpetual.

ARTICLE IV
REGISTERED AGENT AND OFFICE

The address of its registered office in Kentucky is 101 Consumer Lane, Frankfort, Kentucky, and the name of its registered agent is David T. Thompson.

ARTICLE V
MEMBERSHIP

Section 1. Voting Membership in this Association shall be accorded bona fide newspapers published within the state of Kentucky and who have paid membership fees and dues as prescribed in the By-Laws. Scientific, legal, medical, educational, religious, trade, fraternal or other publications for a special class are not eligible for voting membership in this Association.

Section 2. Associate membership and Associate Member Newspapers shall be a class of membership. Eligibility and conditions of membership shall be prescribed in the By-Laws.

Section 3. Life memberships may be voted by the Association on conditions prescribed in the By-Laws.

Section 4. The Board of Directors shall establish subject to approval by vote of the membership, such other membership classes as it deems desirable. Only Voting members and Life members shall have voting power in the Association.

ARTICLE VI
DISTRIBUTION OF PROPERTY

Section 1. This corporation is organized on a non-stock, non-profit basis and all property of the corporation is irrevocably dedicated to the corporate purposes; and in no event shall any of its money or assets be distributed to or be subject to the benefits of any private individual or member of this corporation.

Section 2. No organization shall be eligible to receive distribution of any of the funds of this corporation unless it is a domestic or foreign non-profit corporation, society or organization engaged in activities substantially similar to those of this corporation.

Section 3. Upon liquidation or dissolution of the corporation or abandonment of its property, the same shall be distributed and disbursed to a successor corporation organized for similar purposes as this corporation or to one or more domestic or foreign non-profit corporations, societies or organizations engaged in activities substantially similar to those of this corporation as the Board of Directors may determine, but in no event shall it be subject to the benefit of any private person.

ARTICLE VII
BOARD OF DIRECTORS

The affairs of this Association shall be directed by a Board of Directors consisting of not fewer than 20 nor more than 26 persons, the exact number within such limitations to be determined by the By-Laws of the corporation. Fourteen of the directors shall be elected by the members within each of the 14 districts of the Kentucky Press Association. The remaining Directors and the terms to be served by all of the Directors shall be as provided in the By-Laws.

ARTICLE I
MEETINGS

Section 1. The annual meeting of the members shall be held in the month of January each year at such place either in or outside the Commonwealth of Kentucky as the Board of Directors may designate, the date, place and hour to be designated by the Board of Directors, notice of which shall be sent to all members as (hereinafter) provided.

Section 2. Special meetings may be called by the President or by the Board of Directors.

Section 3. Any action by the majority of those present at any regularly or specially-called meeting shall be the action of the membership.

ARTICLE II
MEMBERSHIP

Section 1. Membership in the Association shall be of three classes: Voting, Associate/Associate Member Newspaper and Life.

Section 2. Voting Membership. Only bona fide newspapers, as defined in Section 4 of this article, published in the Commonwealth of Kentucky, shall be eligible to become Voting Members of this Association. When more than one newspaper is published under the same ownership, each newspaper shall be a separate member and membership dues shall be paid for each newspaper.

Section 3. Associate Membership. Any individual, firm or corporation which is engaged in the business of supplying goods or services for direct use in the operation of the newspapers published by Voting members of this Association (including but not limited to supply, equipment, newsprint firms, newspaper representatives, news and feature syndicates and Sunday magazine publishers, instructors of journalism, advertising representatives and consultants) shall be eligible to become an Associate member. Any person who has previously belonged to this Association but no longer represents a newspaper or other affiliated organization or individuals who have been members but who are retired may apply for membership as an Associate and pay dues as determined by the board. New publications aspiring to become bona fide newspapers as defined in Section 4, and which intend to seek Voting membership status in the Association, may qualify as an Associate Member for one year, upon receipt of a letter by KPA stating the intent of the newspaper to become a member and prepayment of dues as Associate member.

New publications seeking Voting membership will be extended privileges of the Association, such as, but not limited to, entering KPA newspaper contests, seminars and convention attendance and advertising services. A determination by the Membership Committee will be made on whether to recommend Voting membership status. If all requirements for Voting Membership are met as set forth in Section 4, the publication may apply to the Board for Voting Membership.

There is also established the Associate Member Newspaper membership within this division. Those newspapers meeting requirements of full membership, including at least 25 percent news editorial content and news of interest to the general public, but do not hold a second class mailing permit as required by full membership, shall be eligible for the rights and privileges of membership as Associate Member Newspaper and shall pay dues according to the same dues structure required of Voting Members.

Section 4. Bona Fide Newspaper. A bona fide newspaper is one which is (1) published regularly, at least once a week for at least 50 weeks during the calendar year, as prescribed by its Second Class mailing permit; (2) has been so published for a one-year period; (3) maintains a definite price not less than 50 percent of its published price, and is paid for by not less than 75 percent of those to whom distribution is made; (4) bears a title or name; (5) consists of not less than four pages without a cover; (6) is a type to which the general public resorts for local and regional news coverage of a political, religious, commercial, and social nature and for current happenings, announcements, advertisements and other public or legal notices, by paying a single copy or subscription price.

Section 5. Life Membership. Life Memberships may be voted by the Association as a recognition of meritorious or extraordinary services in behalf of the Association by an individual member thereof. Nominations must be made in writing and delivered to the Executive Director. The Board of Directors and the membership must vote approval of the nomination. Not more than one Life Membership shall be elected in any one calendar year. Life Membership is automatically bestowed on all past presidents of the Association. Life Members have voting privileges and retired Life Members are exempt from Association dues.

Section 6. Admission to Voting or Associate Membership shall be by approval of two-thirds of the Board of Directors of this Association, which may be obtained by mail. Application for membership shall be made in writing, signed by an authorized agent of the newspaper and filed with the Executive Director. Such application shall be reviewed by the Executive Committee before submission to the Board.

Section 7. Associate Members shall be entitled to such privileges as the Board of Directors shall prescribe. The chairman of the Associates shall be a member of the Board of Directors and shall be extended voting privileges in Board matters.

ARTICLE III
DUES

Section 1. The Board of Directors shall have the power to set and establish the membership fees and the annual dues. The action of the Board of Directors in setting such fees and dues shall be presented to the membership at any duly called meeting and shall be concurred in by a vote of two-thirds (2/3) of the voting members present. Until altered as provided in the By-Laws, annual dues shall be the same dues in effect on the date of the adoption of these By-Laws.

Section 2. Membership in the Association is contingent upon payment of dues by April 1 of each year, and all membership services for any category of membership that requires payment of dues shall be terminated as of that date if dues have not been paid; membership services interrupted by late payment of dues, if within the same annual period for dues payment, may be reinstated immediately upon receipt of dues by the Association. On the majority vote of the Board of Directors, ratified by vote of members in the same manner as is prescribed for admission in the By-Laws, any newspaper may be readmitted to Voting membership by payment of any dues owed the Association, together with a penalty of 10 percent of the current year's dues owed. Forfeiture of membership, either for Voting or Associate Members, by failure to pay dues by April 1 of each year, shall be automatic, and not subject to the provisions of Article IV, Section 1 and 2.

ARTICLE IV
EXPULSION OF MEMBERS

Section 1. Right to Expel. The Board of Directors shall have the right to expel a member at any regular meeting or at a special meeting called for the purpose whenever such action is believed necessary to protect the welfare of the Association and the interests of its members, but the board shall only entertain a motion to expel upon a presentation in writing signed by five members, and such presentation shall be filed with the secretary of the Association at least two weeks prior to the meeting of the board, and the secretary shall within 24 (twenty-four) hours send to such member a copy of such presentation, together with a notice of the time and place of the meeting of the board at which the same will be considered, at which meeting such member shall be entitled to attend and be heard.

Section 2. Votes Necessary to Expel. Whenever a member is presented for expulsion he may be expelled by affirmative vote of two-thirds (2/3) of all the votes of the Board (entire board), whereupon his name shall be expunged from the rolls of the association and he shall forfeit all rights and privileges.

Section 3. Readmission. A member who has been expelled shall be eligible for readmission only upon the terms and conditions applicable to new members.

ARTICLE V
DIRECTORS

Section 1.
(a) The direction of the Association shall be vested in a Board of Directors not to exceed 26 directors.

(b) Elected Directors. One director shall be elected from each of the 14 Kentucky Press Association districts shown by the map attached to these By-Laws. Only those individuals who reside and work in a district may be nominated to serve that district. Nomination forms shall be sent to the members in each district by the Executive Director and when nominations are received, a ballot will be sent to each member. The Executive Director will tabulate the ballots from each district. A majority of the newspaper members in each district must vote or the election will be void. In such case, the President will appoint a member from that district. In case of a tie vote, the election will be decided by lot. Elected directors take office upon adjournment of the last general session of the annual winter membership meeting and serve until their successors are elected and qualified.
(c) Term of Office. The term of an elected director is three years. Terms shall be staggered so that approximately one-third of director seats will come up for election each year. In the event a vacancy occurs, before the normal expiration of the term of the directorship, such vacancy shall be filled by majority vote of the Executive Committee. The person so appointed shall serve until the next annual election at which time a person shall be elected to fill the remainder, if any, of the unexpired term.
(d) Appointed Directors. Except under the circumstances as provided, the President shall appoint from the State-at-large four directors. Such directors shall serve a term of one-year commencing upon appointment and continuing until the adjournment of the next general session of the annual winter membership meeting. In the event of a vacancy, the President shall appoint a person to serve the remainder of the unexpired term. No at-large director shall be appointed for more than three consecutive terms.
(e) Officer-Directors. The immediate Past President, the President, President-Elect, Vice President and Treasurer shall be members of the Board of Directors by virtue of their respective offices. The term of their respective directorship shall be one year.

Section 2. A quorum of any meeting of the Board of Directors shall consist of a majority of the members of the Board and any action by a majority of those present shall be the action of the Board.

Section 3. The duties of the Board shall include (a) to manage the affairs of the corporation, (b) to adopt such policies and procedures as may be consistent with the Article of Incorporation and By-Laws, (c) to examine and report upon all applications for membership and all credentials, (d) to appoint such committees as it may deem expedient for carrying out the objects of this corporation, (e) to employ the Executive Director and such other persons as it may deem necessary and (f) to give at least once a year, full and complete report to the membership of its activities.

Section 4. The Board shall have power to delegate any of its powers to any committee, each of which shall be chaired by a board member and consist of two or more directors, to act for and in place of the Board, when not in session or for special purposes, designating their duties and powers in the resolution of appointment, and shall have power to appoint any officer, agent or incorporated company, person or persons to be the agent or agents of the Association to perform such duties as may be delegated whenever deemed to be necessary in the conduct of the business of the Association.

ARTICLE VI
OFFICERS

Section 1. The officers of the Association shall be a President, President-Elect, Vice President, immediate Past President and Treasurer. No person shall hold office who is not a duly qualified Voting member in this Association, except for the office of Secretary, which office shall be held by the Executive Director.

Section 2. Officers shall hold office for one year and until their successors are elected and qualified. At the annual meeting of the membership, the President-Elect shall succeed to the office of the President. In the case of vacancies, the vacant offices shall be filled by automatic advancements, except to the office of Vice President, and it shall be filled by Board election. Where a person has been elected by the Board to fill a vacancy in any office, such person shall not automatically advance at the next annual membership meeting. The only persons eligible for election to the office of Vice President are those who are currently serving as elected directors and those persons who have been elected directors and those persons who have been elected to serve on the new Board, provided they have previously served as either an elected or appointed director, or those persons who have served three consecutive years as an appointed director. The Treasurer of the corporation shall serve a one-year term and shall be elected by the Board from among the Board members.

Section 3. Nominating Committee. The President shall appoint a Nominating Committee to screen candidates for the office of Vice President and the person thus selected shall be nominated. Other nominations to this office may be made from the membership at the time of such election to be held at the annual membership meeting.

Section 4. Any officer or director may be removed or suspended for cause at any time by two-thirds (2/3) vote of the Board.

Section 5. The President shall preside over îuÄmeetings of the Association and the Board of Directors and shall exercise general supervision and control over the business of the Association, subject to the direction of the Board. The President shall appoint committees.

Section 6. It shall be the duty of the President-Elect, in the absence or inability of the President, to act, to exercise all the powers and discharge all the duties of the President, but in the case of the absence or disability of both the President and the President-Elect, the Vice President shall perform such duties.

Section 7. Such other officers, agents or factors as may be necessary in the conduct of the Association may be appointed by the President with the approval of the Board.

Section 8. The Secretary shall receive all monies of the Association; safely keep the same and pay out such sums as authorized by the Board in the manner and under such conditions as they may prescribe; keep an account of all transactions of his office and make an annual report of the same to the Directors and membership; attend all meetings of the Directors and keep a true record of the proceedings; keep in his office all letters, contracts and other instruments in writing and documents; and the corporate seal; and such other duties as may pertain to his office or which may be assigned to him by the Board.

Section 9. There shall be an Executive Committee composed of the President, President-Elect, Vice President, immediate Past President and Treasurer. The purpose of this committee shall be to perform such functions of the Board as the Board shall prescribe by resolution.

ARTICLE VII
DIVISIONS

Section 1. The Association's Board of Directors recognizes the need for specialized Divisions within the Association, such as the Advertising Division, Circulation Division, News-Editorial Division and Associates Division. The Board of Directors is authorized to approve additional Divisions when it would be beneficial to the growth and welfare of the Association. Divisions are governed by the By-Laws of the Association and members of Divisions must be members of the Association. Each division shall elect a chairperson to serve a two-year term. The chairpersons of the News Editorial, Advertising and Circulation divisions shall be extended voting privileges in Board matters.

Section 2. Meetings, Organization, Officers. The Association encourages the Divisions to hold meetings for the exchange of ideas and information. Divisions may elect a chairperson and other officers and appoint committees at the annual membership meeting, as necessary to carry out their objectives. Divisions shall not have separate By-Laws from the Association.

Section 3. Dues and Fees. Charging membership dues to belong to a Division is prohibited. Membership in the Association automatically permits attendance at Division meetings. However, Divisions may establish registration fees to cover expenses of meetings. Any profits become the property of the Association. The hiring of an employee by a Division is prohibited.

Section 4. Activities. All activities of a Division must be approved by the Association's Board of Directors.

ARTICLE VIII
MISCELLANEOUS

All checks, drafts, or other orders for payment of money, notes or other evidence of indebtedness, issued in the name of or payable to the corporation, shall be signed and endorsed by such persons and in such manner as shall be determined by resolutions of the Board.

ARTICLE IX
AMENDMENTS TO BY-LAWS

These By-Laws may be amended by the Board at any regular meeting of the Board by an affirmative vote of two-thirds (2/3) of all the directors of the Association, but no amendment shall become operative or take effect until the same shall have been ratified by a majority of the members by consent in writing filed with the secretary of the Association or by affirmative vote cast at any meeting of the members regularly convened; provided that any such amendment shall first have been published on page 1 of the regular publication of the Association, together with a notice of the meeting at which the same will be acted upon or with a request for a consent thereto or ratification thereof, and a copy of such publication mailed to each member; and in the event that the amendment shall be consented to in writing by a majority of the members, then upon the filing with the secretary shall publish in the Association's publication a notice of the adoption of such amendment and shall cause a copy of such publication to be mailed to each member.