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Bylaws

Adopted April 1, 2023

The Society for News Design Foundation is a 501(c)(3) non-profit organization founded in 1992. It is dedicated to promoting the craft of visual storytelling, increasing equity and access to careers in the industry, and educating future leaders. The Foundation’s goals are to increase awareness of the visual storytelling industry and its career opportunities to pre-college and college students.

BYLAWS OF THE SOCIETY FOR NEWS DESIGN FOUNDATION, INC. 

ARTICLE I — NAME 

The name of the Foundation shall be Society for News Design Foundation, Inc.  

ARTICLE II — OBJECTIVES 

The Society for News Design Foundation, a 501(c)(3) non-profit organization founded in 1992, is dedicated to promoting the craft of visual storytelling, increasing equity and access to careers in the industry, and educating future leaders. 

The Foundation’s goals are to: 

  • Increase awareness of the visual storytelling industry and its career opportunities to pre-college and college students 
  • Promote the importance of accessibility and inclusion in design through education and research 
  • Provide career transition support for those with an interest in the visual storytelling profession 
  • Support under-resourced organizations with access to expertise and educational opportunities and experiences 

ARTICLE III — OFFICERS 

Section 1. Officers 

The officers of the Foundation shall be a Chair, Vice Chair, Treasurer of the Society for News Design and the Executive Director shall serve as Secretary of the Foundation. These officers shall perform the duties necessary to the office as prescribed by these bylaws. 

  1. Chair. The Chair shall be the chief officer of the Foundation; exercise general supervision over executive affairs of the Foundation; preside at all Foundation Board meetings; appoint and be an ex officio member of all Foundation committees and represent the Foundation at meetings of other organizations and at public affairs. 
  2. Vice Chair. The Vice Chair shall perform such duties as assigned by the Chair and by these bylaws; act in the absence of the Chair; represent the Foundation in the absence of the Chair; serve on the Finance Committee and serve as an ex-officio member of all standing committees.  
  3. Secretary. The Secretary shall serve in an ex officio (non-voting) role. The Secretary shall make and keep accurate written records for the Foundation, shall record the minutes of the Board of Trustees meetings, shall be custodian of all papers brought before the Board of Trustees for action, shall mail minutes of the meetings to all Trustees within five weeks after the meeting; and shall conduct all official correspondence of the Board of Trustees. 
  4. Treasurer. The Treasurer shall have duties assigned by the Chair and by these bylaws; serve as the chief financial officer for the Foundation; chair the Finance Committee; oversee the preparation of the annual budget; will work with Foundation secretary to coordinate process of Foundation tax preparation; present financial reports to the Board of Trustees and report on any recommendations made by independent auditors concerning the Foundation.  

Section 2. Qualifications. 

All officers shall be current members of the Society for News Design 

Section 3. Term in Office 

The Chair and vice chair each serve two-year terms, or until a successor is duly elected and ratified. The Treasurer may serve two consecutive terms.  

Section 4: Appointment 

The Chair and the Vice Chair shall be appointed by and from the Foundation Board of Trustees. The role of the Secretary shall be filled by the Foundation Executive Director. The Treasurer role shall be filled by the Treasurer of the Society for News Design Board of Directors.  

Section 5. Compensation. 

The Chair, Vice Chair and Treasurer shall serve without compensation. The Secretary may receive compensation for services rendered in their role as Executive Director.  

Section 6. Vacancies. 

In the event a vacancy occurs, either by removal or resignation, the vacancy shall be filled by the Chair. 

Section 7. Removal. 

An officer may be removed for the same cause and by the same means as a Trustee as set forth in Article IV, Section 6. Such vacancy shall be filled by the Chair. 

ARTICLE IV — BOARD OF TRUSTEES 

Section 1. Roles & Responsibilities 

The property, affairs, and business of the Foundation shall be managed and controlled by its Board of Trustees. The Board of Trustees shall be responsible for the promote mission and activities of Foundation; Serve on committees of task groups; Help Foundation make connections and look for areas of growth and service; Participate in events, help put together events / speakers / sessions; Be a representative for the Foundation to spread awareness of the mission; Assist in development of program to build next leaders of the Foundation; Assist in securing funds for the foundation  

It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary. The Board may also employ such salaried staff members as it deems necessary. 

Section 2. Qualifications. 

All trustees shall be current members of the Society for News Design. The officers who serve shall have the qualifications specified in Article III, Section 2. 

Section 3: Appointment 

Any member of the organization is eligible to be considered as a trustee of the Foundation Board of Trustees. Trustees shall be recruited and vetted by the Foundation Board of Trustees. The secretary of the Foundation is responsible for creating a slate of candidates by August of every year for a Trustee vote in September of the same year. 

Section 4. Composition. 

The Foundation’s Board of Trustees shall consist of not less than three (3) trustees. The trustees shall consist of the Officers of the Foundation, the President of the Society for News Design and up to seven (7) other trustees appointed by a vote of the Trustees.  

Section 5. Term of Office 

Non-officer Trustees shall serve a two-year term or until a successor is duly elected and qualified. A non-officer Trustee may serve for a second consecutive term. Trustees who serve ex-officio shall serve for the duration of their term in the office by reason of which they serve. 

Section 6. Removal and Resignation. 

Removal: A trustee may be removed from the Trustees when a majority of the entire Board of Trustees determines that the Trustee is no longer a member of the Society for News Design or is no longer able to perform the functions of a Trustee. A Trustee may also be removed for acting in ways that are in conflict with the Foundation’s purposes, goals or activities or for unethical or illegal conduct. 

Resignation: A Trustee may resign by giving written notice to the Chair ,0or the Secretary of the Board of Trustees. The Board of Trustees require a 30-day notice of resignation. Exceptions will be made on a case-by-case basis.  

Section 7. Quorum. 

A majority of the voting members of the Board of Trustees shall constitute a quorum. Those trustees participating digitally shall be considered present. A third of the Board of Trustees will be required for a quorum to be called.  

Section 8. Compensation. 

All voting members of the Board shall serve without compensation. 

Section 9. Meetings of the Board of Trustees. 

The Board of Trustees shall meet at least twice a year. Dates, times and locations for the meetings shall be set by the President. 

  1. Regular and Bi-Annual Meeting: The Board of Trustees shall provide by resolution the time and place, whether virtual or in-person, for the holding of the bi-annual meeting of the Board, and any other regular meetings of the Board. 
  2. Special Meetings: Special meetings of the Board of Trustees may be called by the Chair, or by a majority of the voting Trustees then in office, who may fix any place, whether virtual or in-person, as the place for holding any special meeting. 
  3. Notice of Meetings: Notice of each regular or special meeting of the Board of Trustees shall be given in writing at least 30 days, or virtual at least 15 days, prior to the date of such meeting. Such notice may be waived as provided by these Bylaws or Foundation policy. 

Section 10. Vacancy. 

When a vacancy on the Board occurs, the Chair shall appoint a new Trustee. The appointment of the Trustee so designated shall be of such length as to fill the remainder of the unfulfilled Trustee term. 

Section 11. Voting. 

All voting members of the Foundation are entitled to one vote, except for the Secretary and the trustee role held by the President of the Society for News Design. A simple majority of a quorum shall be sufficient to pass a motion.  

Section 12. Informal Action. 

Any action required by law to be taken at a meeting of the Board of Trustees may be taken without a meeting, provided that such action shall subsequently be approved, in writing, by all the Trustees. All actions of the Board of Trustees may be taken by mail or electronic mail ballot, except amending the bylaws, dissolving the Foundation, and the election or removal of Trustees or officers. 

Electronic Voting: Any action required or permitted to be taken at a meeting of the Trustees may be taken without a meeting if, prior or after the action, an electronic consent thereto by all the Trustees is filed with the Secretary of the Foundation. Email votes are appropriate when an item in question is urgent and cannot await the next meeting, are not controversial, and does not require extensive background and explanation. If the Chair believes that the item might require extensive discussion, they will defer voting until the next meeting. Electronic voting shall: 

  1. All e-votes will originate with the Secretary, and the subject line will include the word “E- vote.” 
  2. Each E-Vote will have a mover and a seconder and be worded as a motion. 
  3. Information related to the motion may be distributed via e-mail, electronic workspace, or project management format. The discussion will begin when the motion is distributed.
  4. Comments circulated to the entire board should be clearly marked by preceding the discussion with the word “Comment: Motion XXX.” In addition, when Trustee members comment, they must “reply all.” 
  5. The Chair shall determine when the discussion should conclude and set the period during which votes must be cast (72 hours). The Secretary will make it clear in an email when voting begins and when voting ends. 
  6. All e-voting requires a unanimous vote to pass. However, should any Trustee member needs to abstain or wishes to request that voting on a particular issue be at a regular meeting and not via e-mail. In that case, they should inform the Chair before the end of the discussion period. This would end the voting, and the motion would be deferred to the next official meeting. 
  7. When Trustees members cast an e-vote ballot, they must “reply all and use “Motion” on xxx, “ YES/NO. 
  8. If a motion is defeated, the motion may be re-introduced at the end of the next official meeting. 
  9. The Chair should handle amendments to the original motion during the discussion, and the same protocol as it would be used at a board meeting should be used to make them part of the final motion on which the vote is to be taken. 
  10. The Secretary of the will count the votes, and the Chair reports the outcome to the entire Board. 
  11. Any e-vote will be ratified in the minutes of the following official meeting. 

          ARTICLE V — COMMITTEES 

          Section 1. Selection Criteria. 

          Committee, work group, and task force members, however designated, shall be selected primarily based on competency criteria established by the Foundation, and, in accordance with Foundation policy, with consideration for geographic, demographic, and cultural diversity. Except as otherwise provided by these bylaws, the Chair shall appoint chairpersons of all committees, work groups, and task forces, however designated. 

          Section 2. Finance Committee. 

          A Finance Committee shall be appointed by the Chair. The Secretary/Treasurer, as chief financial officer, shall chair the Committee; other members to include vice-chair, and other members at the Foundation Chair’s discretion. It shall be the duty of the Finance Committee to review regular financial results and to oversee preparation of an operating budget for the fiscal year adopted by the Foundation Board. The Finance Committee may from time to time submit amendments to the budget for the current fiscal year, which may be adopted by a majority vote of the Foundation Board. 

          Section 3. Development Committee. 

          A Development Committee shall be appointed by the Chair. The chair of the Committee and other members will be appointed at the Foundation Chair’s discretion. It shall be the duty of the Development Committee to work with staff on fund-raising ideas for the Foundation and to develop and oversee all fund-raising events and activities. 

          Section 4. Other Standing Committees, Special Committees, and Task Forces. 

          The Chair shall appoint such other committees, subcommittees, task forces, work groups, or advisory bodies, however designated, as are necessary and which are not in conflict with other provisions of these bylaws; and shall prescribe their duties. The Foundation Board may delegate to any such committee any of its powers, subject to any rules and procedures imposed by the Foundation Board. Members shall serve at the pleasure of the Foundation Board, without remuneration. All such committees, subcommittees, task forces, work groups, or advisory bodies, however designated, shall be accountable to the Foundation Board as defined in policy. 

          Article VI – Operations 

          Section 1. Executive Director and Staff. 

          The Executive Director of SND is the corporation’s chief operating officer and shall serve, or designate, an appropriate staff member to serve, as Executive Director of the Foundation. The Executive Director shall be responsible for the implementation and conduct of the policies and programs approved by the Board of Trustees and shall be authorized to execute all documents on behalf of the corporation. The Executive Director shall be an ex officio, non-voting member of the Board of Trustees and all Foundation committees. 

          Section 2. Fiscal Year. 

          The fiscal year of the Foundation shall begin on the first day of January and end on the last day of December. 

          Section 3. Parliamentary Authority. 

          Foundation meetings and procedures shall be regulated and controlled according to Robert’s Rules of Order (Revised) for parliamentary procedure, except as otherwise provided by these bylaws. 

          Section 4. Policies 

          (a) Code of Conduct. The Board of Trustees and its employees shall abide by the SND Code of Conduct and the Foundation bylaws and bylaws and policies of SND. In addition, the Board may sometimes make, repeal, or amend rules and a code of conduct binding on members and staff. Any such rules and code may relate to the general regulations of the Foundation and its Board and employees and may contain procedures necessary or desirable for the proper running and carrying out of the objectives of the Foundation. 

          (b) Rules, Regulations, and Policies. The Board of Trustees may establish rules, regulations, and policies, and shall maintain a policy manual relating to governance, management, operation, and administrative procedures of the Foundation. These rules, regulations, and policies shall not contravene or be inconsistent with the law, these bylaws, SND bylaws, or the Articles of Incorporation. 

          Section 5. Books and Records; Administration 

          The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Trustees and committees having any of the authority of the Board of Trustees. The administrative functions and day-to-day operations of the Foundation shall be conducted by the staff of the SND. 

          Section 6. Contracts, Checks, Deposits and Funds 

          1. Contracts. The Board of Trustees may authorize any officer or officers, agent, or agents of the Foundation 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 Foundation and such authority may be general or confined to specific instance. 
          2. Checks. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation, shall be signed by such officer or officers, agent, or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board of Trustees. In the absence of such determination by the Board of Trustees, such instruments shall be signed by the Treasurer or Secretary and countersigned by the Chair, Vice Chair, or Executive Director of the Foundation. 
          3. Deposits. All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in banks, trust companies, or other depositories as the Board of Trustees may select. 
          4. Funds. The Board of Trustees may accept on behalf of the Foundation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Foundation. 

          ARTICLE VII – AMENDMENTS 

          These bylaws may be amended by a 2/3 vote if the entire Board of Trustees. 

          ARTICLE VIII – LIMITATIONS 

          Contributors or lenders to the Foundation shall not be deemed partners of the Foundation for any purpose, and shall not be liable for the acts or omissions of the Foundation or any other contributor, trustee, officer, employee or agent of the Foundation. No trustee, officer, employee or agent of the Foundation shall be individually liable for the acts or omissions of any contributor, trustee, officer, employee or agent of the Foundation. 

          ARTICLE IX – INDEMNIFICATION 

          The Foundation shall indemnify each of its current and former trustees, officers and employees against reasonable expenses (including attorney’s fees) actually and necessarily incurred in connection with the defense of any action, suit or proceeding in which he/she is made a party by reason of being or having been a trustee, officer or employee, except in relation to those matters which he/she shall be found to be liable for negligence or misconduct in the performance of a duty. Expenses incurred in defending an action may be paid by the Foundation in advance of the final disposition of such action upon majority vote of the Board of Trustees provided, however, the trustee, officer or employee agrees, in writing, to repay such amount if he/she is not entitled to be indemnified by the Foundation under this article. 

          ARTICLE XIX – DISSOLUTION 

          The Foundation may be dissolved upon a majority vote of the entire Board of Trustees, provided, however, that all Trustees are physically present. The vote may not be taken by mail or proxy. Upon dissolution, the Board shall, after paying or making provisions for the payment of all liabilities of the Foundation, dispose of all the assets of the Foundation to an organization that qualifies for exemption under Section 510(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law).