NACAJ BYLAWS

We, the members of the National Association of Caribbean-American Journalists, believing that Caribbean-American journalists – anyone born within the geographic region known as the Caribbean and their descendants – regardless of place of birth should bind themselves together in an effort to (i) increase visibility and employment for Caribbean-American journalists in the media (ii) encourage and educate young Caribbean-American students and others interested in pursuing a journalism career (iii) monitor and sensitize all media to racism and xenophobia. Therefore, we do enact and establish this Constitution for the governance of our members.

CHAPTER 1.

Article I. Name and Symbol.
Section 1. The name of the organization shall be National Association of Caribbean-American Journalists, Inc.
Section 2. The symbol of the NACAJ shall be the letters, N, A, C, A, J with a multi-colored celestial-like sphere in the middle and circling  the letters NACAJ. The letters C and A are maroon and centered on the white area of the sphere. In addition, the National Association of Caribbean-American Journalists is written under the acronym in maroon letters.  
Section 3. The organization shall be known by the initials, NACAJ. The organization shall adopt a corporate seal as its official seal, which may include the date of incorporation, the symbol of NACAJ, the initials NACAJ, the place of incorporation, or such other necessary and desirable information.

Article ll. Purpose.
Section 1. The purpose of the NACAJ shall be to unite Caribbean-American journalists dedicated to truth and excellence in the news, equality and inclusion in the industry in order:
(a) To expand and balance the media’s coverage of the Caribbean-American community and Caribbean-American experience.
(b) To actively seek out and identify job opportunities for Caribbean-American journalists, and to serve as a clearinghouse for such opportunities.
(d) To assist Caribbean-American journalists in upgrading their skills to be globally competitive.
(e) To foster ties among Caribbean-American journalists and to strengthen ties with other journalists at majority-owned and ethnic-media in the U.S. Canada and the Caribbean.
(f) To sensitize all media to racism and xenophobia.
(g) To award scholarships and internships to Caribbean American students.
(h) To chronicle the history of Caribbean-American journalists in the U.S., Canada and the Caribbean.
(i) To be an exemplary group of professionals that honors excellence and outstanding achievement among Caribbean-American journalists.
( j) To encourage journalism schools in the U.S and elsewhere to appoint Caribbean-American professors.
(k) To work with high schools to identify potential Caribbean-American journalists.
(l) To serve as a voice for the Caribbean-American Diaspora by conducting educational programs to heighten public awareness of the Caribbean community.
(m) To do other activities that is not prohibited to non-profit corporations by Section 501 (c)(3) of the United States Internal Revenue Code, as amended, and the rulings and regulations there under.

Article III. Membership.
Section 1. The organization shall be composed of journalists, journalism professors, and students interested in pursuing a career in journalism, who are full members, associate members, student members honorary members, organizations and/or individual supporter/affiliates of NACAJ.

Article IV. Compliance.
Section 1. This Constitution, adopted in conformity herewith, shall be in compliance with applicable federal, state or District of Columbia law governing the transaction of NACAJ business.

CHAPTER 2.

Article I. Officers of the Organization.
Section 1. Titles of National Officers. The officers of the organization shall be President, Vice President/Print, Vice President/Broadcast, Secretary, Treasurer, Parliamentarian and Regional Directors.  
Section 2. Executive Board. The Executive Board shall consist of the President, Vice President/Print, Vice President/Broadcast, Secretary, Treasurer, Parliamentarian and Regional Directors. The Executive Board shall share responsibility for the day-to-day management of the organization, and, consistent with such responsibility, may undertake any action that the Board of Directors may perform except if such action may, directly or indirectly, have a materially adverse impact on the Organization. Such action by the Executive Board shall be set forth in a written resolution thereof (and shall be pursuant to a meeting in person or by telephone). Such action may be ratified by the full Board of Directors. The Executive Board cannot rescind or overturn any action of the membership body.
Section 3. Duties and Descriptions of Officers. The duties and descriptions of the officers of the Organization, to wit, the President, Vice President/Print, Vice President/Broadcast, Secretary, Treasurer, and Parliamentarian shall be as specified in the Board Operating Procedures and additionally in Article 9 and may be amended by the NACAJ Board of Directors from time to time.
Section 4. Board of Directors. The Board of Directors shall be no less than 3 and no more than 15 in number, and shall include the members of the Executive Board, all Regional Directors, the Student Representative and an Associate Member Representative.
Section 5. The Executive Board shall have the power to set policy within the parameters of the By-Laws, establish ad hoc committees, and pass resolutions. A simple majority of the Board must approve all such actions. Policies and resolutions must be dated and approved in writing.
Section 5 (a) Only persons who are financially current can serve on the Executive Board.
Section 5 (b) The Executive Board shall meet via phone, email or in person at least once every quarter. Notice of meetings must be given to the general membership no more than two months and no less than seven days prior to the meeting.
Section 5 (c) In order to conduct official business, three members must be present at an Executive Board meeting.
Section 5 (d)The Board of Directors may act when a quorum, consisting of one third of the Board, is present. Terms of the Board of Directors shall be two (2 to 4) years to encourage staggered term. Each director should serve 2 years and 3 or 4 years if deemed an advantage to the organization. Service beyond 2 years must e approved by membership in a special meeting.
Section 6. The Board of Directors shall, by majority vote, approve an annual operating budget for NACAJ. The operating budget so approved shall, in accordance with generally accepted accounting principles, allocate expenses and disbursements as are usual and customary in the operation of similar businesses for the succeeding calendar year. The budget shall be presented by the President (or the President’s designees) and prepared by, or at the direction of, the Treasurer and the Executive Director. The parameters of the budget shall be presented to the membership at an annual meeting. The budget may be adopted appropriate to the section at any time and shall be adopted prior to the close of business on the last business day in such calendar year.
Section 7. Members. The overall governing body of the organization shall be the membership. Between national conventions, the Board of Directors shall be the governing body of the Organization, subject to the Constitution. The Board of Directors shall have no authority to alter or amend any action taken by the membership.

Article II. Eligibility for Office and Term of Office.
Section 1. Eligibility for Office. To be eligible for office in the organization, a candidate must be a full member in good standing with the organization. Not more than one associate member shall be eligible to hold office in the organization, with the exception of Associate Representative; nor shall student members be eligible for national office, with the exception of the position of Student Representative to the Board. While anyone can be a member, all officers must be first generation Caribbean Americans, or have one parent who is a first -generation Caribbean American.
(a) General membership shall be open to anyone born within the geographic region known as the Commonwealth Caribbean and the offspring of any such person, regardless of place of birth;
(b) Associate membership shall be open to anyone born outside the Commonwealth Caribbean. An associate member has all voting and other rights accorded a general member but shall not be eligible to hold elective office.
Section 2. Term of Office. All officers beginning in the 4th year of the organization shall be elected at a national convention. The President shall serve a single, two-year term, and other national officers shall be retained in the same office no longer than two consecutive, two-year terms. Regional Directors shall also serve no longer than two consecutive, two-year terms.

CHAPTER 3.

Article I. Powers and Duties of the Board of Directors and
Removal of Appointed Personnel.
Section 1. Power and Duties of the Board of Directors.
(a) The Board of Directors shall have the authority to employ by contract,  person(s) of suitable qualifications and whose duties shall be to operate the National Headquarters of the organization, subject to the supervision of the Board of Directors.,
Section 2. Responsibilities.
(a) General Responsibilities. It shall be the authorized duty of the Board of Directors to approve the establishment of new Chapters, and, in general, to direct the business of NACAJ between national conventions, subject to the approval of the membership.
(b) Meetings. The Board of Directors shall meet at least four times a year. Special Board of Directors meetings may be called by the President or by a majority vote of the Board of Directors. Rules governing notice of special meetings shall be established in the Board Operating Procedures.

CHAPTER 4.

Article I. Composition of the National Membership.
Section 1. The national membership of NACAJ shall be composed of the Board of Directors, Past Presidents, the Convention Chairperson(s), the founders of the organization, and all other members in good standing. Reference in this Constitution to a member of NACAJ shall mean a full member unless the context otherwise specifies.
Section 2. Associate Members shall be admitted to national membership sessions, may voice a non-binding opinion, and may serve on committees, provided they do not comprise more than one-third of any committee. The Associate Representative to the Board may vote at Board meetings. Associate Members shall elect an Associate Representative to the Board at least once every two years in calendar years ending in an odd number. Associate Members may not vote in any other circumstances. Section 3. Student Members.
Section 3. Student Members, Affilliate/Supporter Members shall be admitted to national membership sessions, may voice a non-binding opinion, and may serve on committees, provided they do not comprise more than one-third of any committee. The Student Representative to the Board may vote at Board meetings. Student Members shall elect a Student Representative to the Board at least once every two years in calendar years ending in an odd number.

Article II. Membership Meeting, Powers and Voting.
Section 1. Purpose. The National Membership shall assemble at least once a year at such times and places as may be determined by the Board of Directors for the purposes of:
(a) Hearing and acting upon the reports of the President, Treasurer, the various Regional Directors, regional conferences and chapters.
(b) Providing education and professional development workshops.
(c) Providing a job fair primarily for those Caribbean-American Journalists seeking job opportunities.
(d) Hearing and acting on such business that may be presented by the membership.
Section 2. Powers. Full Members shall have the power to:
(a) Adopt amendments to the Constitution.
(b) Elect national officers at least once every two years in calendar years ending in an odd number.
(c) To do such other things as may be necessary or appropriate for the good of the organization and its members.
Section 3. Voting and Voting Eligibility. Any member who is in good standing can vote in accordance with the Board Operating Procedures.
(a) A quorum of 40 percent of a majority of the voting membership must be present at the convention. The Membership shall have the authority to adopt, subject to ratification by simple majority of the NACAJ Membership at a duly called and authorized annual meeting, any appropriate resolution, including, without limit, any emergency resolution.

CHAPTER 5.

Article I. Chapters.
Section 1. Type of Chapters. The Chapters of the organization shall be two in kind: One made up of professional journalists and one made up of students interested in pursuing a career in journalism.
(a) Professional Chapters shall be located in such cities, municipalities, or areas the Board of Directors may approve, and shall be composed principally of Caribbean-American journalists.
(b) Student Chapters shall be made up principally of Caribbean-American college or university students interested in pursuing a career in journalism.

Article II. Organization.
Section 1. A chapter of five or more Caribbean-American journalists who meet the criteria of full membership may be considered for affiliate Chapter status if all of the following occur: (a) The compatibility of the Chapter’s constitution with that of NACAJ is determined by the Membership Committee. The Committee’s decision is final, unless overruled by a majority of the Board of Directors.
(b) The Chapter, at the time of its application for affiliate status, and at the time of the annual renewal of that status, submits to NACAJ a membership list showing that two thirds of the affiliate members are eligible for NACAJ status as full, associate or student members.
(c) The President and/or Chairperson of the local board and Vice President(s) of the Chapter are full NACAJ members.
Section 2. A chapter of five or more students may form an affiliate Chapter if the Chapter meets the above criteria and has a full-time journalism professor or full member of NACAJ. Student affiliate chapters also shall endeavor to have a full NABJ member as an adviser.

Article III. Membership Eligibility.
Section 1. Full Membership.
(a) Full membership shall be open to working journalists, i.e., writers, reporters, editors, newsroom managers, photographers and artists who produce, gather, disseminate and distribute news and who work for newspapers, television and radio stations, magazines, internet and wire services.
(b) Full membership shall also be open to freelance journalists. Full-time journalists and those who earn a majority of their income from freelancing, who take leaves of absence, retain their membership status during the period of the leave.
(c) Full membership also shall be open to college and university journalism professors who had five years’ newsroom experience prior to joining academia.
(d ) Those who held full membership in the NACAJ as of August 7, 2007 shall retain their status, provided their membership does not expire.   In the event the membership lapses and the member is no longer eligible for full membership, all rights to full membership shall be forfeited.   
Section 2. Associate membership
Associate membership shall be open to all other media-related professionals if their goals and purposes are consistent with this Constitution and the spirit of NACAJ.
Section 3. Student Membership
Student membership shall be open to high school students, and anyone currently a full-time equivalent student at an accredited college or university who either is majoring in print or broadcast journalism, or who indicates a strong interest in pursuing a journalism career (where the college or university has no print or broadcast journalism curriculum). Student membership status shall continue for six months after graduation.
Section 4. Affiliate/Supporter Members
Affiliate/Supporter members who are not currently employed in any area of the media but who have interest in the ideals of NACAJ Inc., including non-Caribbean journalists, corporations and organizations specializing in the coverage of the Caribbean region and Diasporic issues.
Section 4b. All membership applications for full, associate student, affiliate/supporter members will be subject to the review of the Membership Committee. The Board of Directors may overrule any such committee decision.

Article IV. Fiscal year and Membership Dues.
Section 1. All NABJ full members, associate members, student members and  affiliate/supporters are required to pay dues. The fiscal year of NACAJ shall begin on January 1 and end on December 31 of each calendar year.

Article V. Regions.
Section 1. The NABJ shall be composed of Regions, and each Region shall elect a Regional Director to represent it on the Board of Directors. The President, with the approval of the Executive Board, shall have the authority to replace Regional Directors who have not been active, or who have not been able to devote the time necessary to carry out their responsibilities.

CHAPTER 6.

Article I. Constitutional Amendments and Effective Date.
Section 1. Proposal of Amendments. Amendments to this Constitution may be proposed by Chapters, by Regions, by the Board of Directors or by any Full Member.
Section 2. The Constitution may be amended as follows:
Proposed changes to this Constitution will begin at in August 2008 and must be submitted in writing to the Parliamentarian at least six (6) months prior to an annual National Convention. At that time, the Parliamentarian will convene and chair the Constitution/Operating Procedures Committee to discuss or amend any proposed changes. The Committee will forward any proposed amendment(s) to the Board of Directors with a recommendation. If approved by the Board of Directors, the Committee, through the National Office, will circulate the proposed amendment, to members and affiliate Chapters at least sixty (60) days prior to the annual National Convention. The membership can approve the amendment at the next annual National Convention. Two-thirds of the total number of votes cast shall be required for adoption, and said amendment shall be considered adopted immediately.
Unless otherwise provided in this section, amendments become effective sixty (60) days following the adjournment of said annual National Convention. Any approved amendments to the Constitution must be circulated to all Board members, Regions, affiliate Chapters, and Members within that sixty (60) days.
Section 3. This Constitution as amended shall take effect on August 16, 2007, and shall supersede any prior Constitution.

CHAPTER 7.

Article I. Committees.
Section 1. NACAJ- shall have six standing committees: Membership, Program Planning, Communications, Fund-Raising, Nominating and Media Advocacy.
(a) The Membership Committee shall approve all applications for membership; administer the student scholarship contest; and administer the Annual Membership Drive.
Additionally, this committee will be responsible for activities related to career development, advancement and opportunity.
(b) The Program Planning Committee shall be responsible for all standard NACAJ- functions, including preparation of the newsletter, planning and executing the Awards Banquet, and the coordination of other program which honor excellence and outstanding achievements by local Caribean-American journalists.
(c) The Communications Committee shall prepare press releases and internal flyers and develop publicity strategies for NACAJ-sponsored events.
(d) The Nominating Committee shall be responsible for overseeing all elections and procedures requiring a ballot vote.
(e) The Fund-Raising Committee shall plan and implement all non-standard events and activities designed to generate income for the Organization.
(f) The Media Advocacy Committee shall be charged with monitoring the media for discrimination and other injustices to Caribbean-Americans in their coverage and employment practices. It shall report to the Board and the membership issues of concern for consideration.
Section 2. Ad hoc committees may be formed by the President, at the direction of the Board, as needed. Ad hoc committees are temporary committees.
Sections 3. Common membership to a committee will be open to the general NACAJ membership. Committee membership may be restricted at the request of the Committee Chair and is subject to the approval of the Board. The Nominating Committee is excepted from Board approval and requires a quorum of the general membership for approval.

CHAPTER 8.

CHAPTER 9

Duties
Section 1. President
(a) the president shall preside at all executive board meetings. The president shall preserve order and enforce the by laws and constitution of the association.
(b) the president shall decide all questions of order, subject to appeal by the membership.
(c) the president shall cast the deciding vote in all cases of a tie vote.
(d) the president and treasurer or secretary shall countersign all checks exceeding five hundred dollars ($500). President is allowed to spend up to $500 without additional signatures.
(e) the president shall have the power to call a special membership meeting and/or a special executive board meeting, and no other business shall be transacted other than that for which the meeting is called.
(f) The President shall preside over all meetings of NACAJ and function as its principal executive officer. The President shall ensure that all resolutions, orders and contracts authorized by the Executive Board are executed.
(g) The President shall also have the power to appoint or remove committee chairs, except as otherwise provided in the By-Laws. The President, in cooperation with the committee, meets with the committee chairpersons to plan strategy and provide direction for the committee, according to the policies of NACAJ.
Section 2. Vice-President
(a) in case of the resignation or temporary absence of the president, the vice-president shall perform the duties of the president until such vacancy can be filled by an election as provided in these by-laws, or until the president resumes his duties.
(b) the vice-president shall assist the president by performing duties assigned to him by the president or the executive board. The vice-president may appoint committees if so ordered.
Section 3. Secretary
(a) it shall be the duty of the secretary to keep the correct minutes
 of each meeting of the Association and properly file them for the
Association's records.
(b) it shall be the duty of the secretary to carry on the
 Correspondence of the Association and to file copies as required.
(c) with the aid of the treasurer, the secretary shall maintain a
correct record of all members in good standing, their full names,
addresses and telephone numbers.
Section 4. Treasurer
(a) the treasurer shall be the sole custodian of all funds.
(b) the treasurer shall disburse all funds at the direction of the President and the executive board.
(c) the treasurer shall issue an itemized account of monies received and disbursed by the Association every three months.
(d) the treasurer shall issue a fiscal year financial report to the general membership within sixty days of the close of the fiscal year.
(e) the collection of dues and other fees shall be under the jurisdiction of the treasurer.
(f) all monies received from any source shall be collected and recorded
by the treasurer.
(g) the treasurer shall have charge of all securities and properties of the association and shall authorize, supervise and direct all disbursement of funds.
(h) the treasurer shall comply with and file a fiscal statement with the Internal Revenue Service as required by law. The treasurer shall notify members delinquent in payment of dues.
Section 5. An officer may be removed from office by the members, with or without cause and only by a vote of a majority, but may be removed by the executive board, for cause.

CHAPTER 10.

Article I. Meetings.
Section 1. There shall be an Annual Meeting of NACAJ membership in the month of March. The business to be conducted during the Annual Meeting is confined to:
(1) the election of officers,
(2) the reading and acceptance of the annual financial report, and
(3) approval of increases in membership dues.
Section 2. A regularly scheduled NACAJ meeting requires written notification no less than one (1) week  in advance of the meeting date. A regularly scheduled meeting should occur at least quarterly. A quorum is required to transact business at a regularly scheduled meeting. A quorum is defined as one-third of the average attendance of any regularly scheduled meeting via phone, email or in-person.

CHAPTER 11.

Article I. Constitutional Amendments and Effective Date.
Section 1. Proposal of Amendments. Amendments to this Constitution may be proposed by any full member.
Section 2. The Constitution may be amended as follows:
(a) The Constitution can be amended by an affirmative vote of two-thirds of the voting membership present. Changes to this Constitution must be submitted in writing to the Parliamentarian at least eight (8) weeks prior to an Annual Meeting. The Parliamentarian will convene and chair the Constitutional Committee to discuss the proposed change. The Committee will circulate the proposed amendment, with a recommendation, to all members at least four (4) weeks prior to the Annual Meeting. At the next Annual Meeting, the membership can approve said amendment with an affirmative two-thirds vote and said amendment shall be considered adopted immediately.
(b) Any approved amendments to the Constitution must be circulated to all members.

CHAPTER 12.

Article I. Parliamentary Authority.
Robert’s Rules of Order, as revised, shall be used to provide guidance in governing all NACAJ meetings and apply to all matters of The Organization not covered by either the National Association of Caribbean-American constitution or the its Operating Procedures/By-Laws.

Adopted August 25, 2007