(Adopted June 19, 1948), (Amended June 6, 1981), (Amended August 20, 1988), (Amended October 17, 1998)
ARTICLE 1. NAME AND OBJECT
SEC. 1. This Association shall be known as the Vermont Press Association.
SEC. 2. Its object shall be to bring about cooperation among the newspapers of Vermont in that by united action they may, where ever possible, advance their common interests; the consideration and discussion of any questions that may arise with regard to management and conduct of this class of business; the interchange of ideas among members for their common good; and the holding of social and business gatherings for recreative and official purposes and to promote the good and welfare of the state of Vermont.
ARTICLE 2. MEMBERSHIP
SEC. 1. There shall be five classes of membership: Active; Associate; Sustaining; Honorary; and Lifetime.
SEC. 2. Active membership is open to all newspapers, as defined below, circulating in Vermont.
SEC. 3. Associate membership is open to wire services, freelance newswriters and/or news photographers, journalism/communication departments at colleges and universities, advisers to all high school and college newspapers and staff members of any Vermont newspaper which is not an active member.
SEC. 4. Sustaining membership is open to any person, firm, corporation or organization that supplies machinery, paper, type, supplies or services to Vermont newspapers. Also individuals and businesses interested in the long-term welfare of newspapers and the First Amendment and who are not eligible in any other category may be members.
SEC. 5. Honorary membership is open to Journalism publications and all other press associations requesting it. Any individual proposed for honorary membership must be so designated by a two-thirds vote by the active membership at any meeting.
SEC. 6. Lifetime membership is open to those members who have exhibited a dedication and commitment to the Vermont Press Association and to the high standards of journalism in Vermont.
Proposed names shall be submitted to the executive committee 10 days before the annual meeting. A two-thirds vote will be required at the annual meeting.
ARTICLE 3. VOTING
SEC. 1. No newspaper shall have more than one vote, regardless of the number of members, but all may take part in the deliberations.
SEC. 2. Newspapers in syndicates or combinations shall be considered as separate newspapers only when their entry for second class postage is at several offices. Combinations of newspapers, where their entry for postage is at one office, shall be considered as a single newspaper.
SEC. 3. The term “newspaper” shall be defined as meaning bonafide newspapers, published daily, weekly or on periodic dates, which are entitled to second class entry and which are sold to the public.
Free distribution newspapers shall be considered for membership if they can demonstrate an active effort in reporting news firsthand.
SEC. 4. Upon a request for membership at any meeting, the Executive Committee shall study the request and make a recommendation to the full membership at the next VPA meeting. Notice of a vote for new membership must be included in the pre-meeting announcement.
Among the points for consideration for active status are: the size of the local writing staff and the percentage of news to advertising.
SEC. 5. Publications primarily for advertising (so-called shoppers, penny-savers, buyers’ digest, etc.) are not eligible for any membership status.
SEC. 6. Only active members shall have voting rights.
ARTICLE 4. MEETING
SEC. 1. Following the adoption of the Constitution of June 19, 1948, the annual meeting shall be held each year on the last Saturday during the month of June at such time and place to be designated by the Executive Committee.
SEC. 2. Special meetings may be called by the President, or on petition to the Secretary, signed by at least five members.
SEC. 3. Each member shall be notified by mail, by the Secretary, of the time and place of, and arrangements for, each annual meeting, at least ten days before the date of said meeting. Notification of meetings, and the business for which it is called, shall be mailed to each member at least one week before the date of said meeting.
SEC. 4. Quorum required shall be one-third of the voting membership.
ARTICLE 5. OFFICERS
SEC. 1. The officers of this Association shall be President; a Vice President; a Secretary and a Treasurer, who shall be elected at the annual meeting, take office July 1 and hold said office until their successors are elected and qualified.
SEC. 2. There will be an Executive Committee composed of a President, Vice President, Secretary, Treasurer, the Immediate Past President and four At.-Large members. Of the four members, one shall be appointed annually from the faculty of the Saint Michael’s College Journalism Department, the home of the VPA. Three At-Large members shall be elected at the annual meeting. One At-Large member shall represent each of the following geographic districts within the state: Northwest, Southern and Northeast Central. The district boundaries shall be by county lines. The Executive Committee may move counties between districts every five years beginning July 1, 2000 in an effort to seek equality among the number of newspapers in each district.
The Executive Committee shall have jurisdiction and power in all matters not otherwise specified in this Constitution. It shall specifically be instructed to arrange a program for the meetings, engage speakers and obtain such entertainment and refreshments as seems necessary. Five will constitute a quorum of this committee. The Executive Committee shall have at least three members from non-daily newspapers and at least three members from daily newspapers.
SEC. 3. The duties of the President, Vice President, the Secretary and Treasurer, shall be the usual duties of those offices, as more fully defined by Roberts rules.
SEC. 4. A vacancy arising in the office of President by death, resignation or temporary inability to act, shall be filled by the Vice President during the remainder of the term or until the disability shall be removed.
SEC. 5. A vacancy arising in the office of Vice President, the Secretary, the Treasurer or an At-Large member shall be filled by appointment to be made by the President, by and with the advice and consent of the Executive Committee.
SEC. 6. The Vice President shall be charged with the program for the annual meeting.
SEC. 7. The President may, at his discretion, appoint such other committees as may be deemed advisable and to the best interest of the Association. Appointment of further committees may also be authorized by vote of the Association or by action of the Executive Committee.
SEC. 8. The Secretary and Treasurer shall report at the annual meeting, and the Treasurer’s report shall be audited annually before submission to the membership.
ARTICLE 6. DUES
SEC. 1. Annual dues members shall be determined at the annual meeting by the general membership.
SEC. 2. Dues shall be payable at the annual meeting.
ARTICLE 7. EXECUTIVE DIRECTOR/GENERAL MANAGER
SEC. 1. The Executive Committee may vote to appoint an executive director/general manager to oversee the daily operation of the VPA Central Office.
SEC. 2. The executive director/general manager will have no voting right.
ARTICLE 8. VERMONT PRESS ASSOCIATION FOUNDATION
SEC. 1. The purpose of the Foundation is to create a separate entity to handle charitable causes, including a scholarship fund.
SEC. 2. The executive board of the Vermont Press Association and two members selected by it shall serve as the Board of Directors for the Foundation.
SEC. 3. The Board of Directors shall establish guidelines for the use of any money received.
SEC. 4. If the Vermont Press Association Foundation is dissolved, any remaining funds will be contributed to a non-profit charitable entity (as defined by the Internal Revenue Service Code) as determined by the voting membership.
ARTICLE 9. AMENDMENTS
SEC. 1. Amendments to this Constitution may be made at the annual meeting and a two-thirds vote of those present shall be necessary to carry.
SEC. 2. Amendments shall be presented to the Secretary in writing at least three weeks prior to the annual meeting and every member shall be notified of same at least 10 days prior to the meeting.
SEC. 3. All approved changes to the Constitution will be effective after adjournment of the annual meeting unless otherwise warned.
ARTICILE 10. AMENDMENTS
SEC. 1. If the Vermont Press Association is dissolved, any remaining funds will be contributed to a non-profit charitable entity (as defined by the Internal Revenue Service Code) as determined by the voting membership.