Article II. Members

Section 1. Classes of Members.

1. The Club may have seven (7) general classes of members, the designation and qualifications for which are as follows:
   1. Media: Includes persons residing in or employed by organizations having principal or regional offices in the North Texas Metroplex which are engaged in the gathering, handling or production of print or electronic news and features for publication or dissemination by means of general circulation newspapers, magazines, periodicals, radio, television networks and wire services; freelance correspondents for such organizations; internet journalists and teachers of journalism and mass communication.
   2. Professional: Includes persons residing or employed in the North Texas Metroplex who are engaged in public relations, organizational journalism, advertising and other professions having an interest in, but not directly involved in, the dissemination of news and information by means of the general media.
   3. Retired or Non-Resident: Includes persons who would otherwise qualify for Media or Professional classification,
      but whose principal place of employment or affiliation is outside the North Texas Metroplex; persons who have retired from positions which would qualify for Media or Professional classification; or spouses of deceased members.
   4. Honorary: Includes any persons elected by the Board of Directors in recognition of outstanding service to the Club or whose honorary association with the membership would be of value to the Club. Non-voting member.
   5. Patron: Includes persons ineligible for membership under Media, Professional, Affiliate or Honorary classifications who wish to participate in Club activities and have access to Club facilities. Newsmakers are not eligible to vote or hold seats on the Board of Directors, but do retain all other rights of membership.
   6. Student: Open to full-time communications major in college. Non-voting members.
   7. Dignitary: Elected or appointed public officials. Non-voting members.
2. For purposes of membership qualification, the North Texas Metroplex is defined as that geographic area comprising Dallas, Tarrant, Collin, Denton and Rockwall counties.
3. Persons having offices in the Metroplex but employed by organizations located elsewhere, and persons employed by an organization in the Metroplex but assigned elsewhere, are considered to meet the qualifications and standards for North Texas Employment.
4. The Board of Directors may promulgate Bylaws to provide for corporate or other group membership classifications provided all persons included in a group membership meet the membership qualifications for general membership.
5. The form, method and procedures for membership shall be in accordance with such rules andregulations as the Board of Directors may promulgate.

Section 2. Election of Members.
Members shall be elected by the Board of Directors. The affirmative vote of a majority of the Board members present at any annual, regular or special meeting of the Board of Directors at which a quorum is present shall be required for election to membership. Any person whose membership application shall have been rejected by the Board of Directors may not reapply within twelve (12) months from the date of such negative Board action.

Section 3. Voting Rights.
Each member (except Honorary, Patron, Dignitary and Student members) in good standing shall be entitled to one (1)vote on each matter submitted to a vote, either by mail or at any meeting of the members.

Section 4. Term of Membership.
The term of membership for all members, except Honorary members and members who are representative of corporations, shall be for life, unless sooner terminated by action of the Board of Directors. Former Honorary members may apply for membership in a category in which they qualify and former representatives of corporations who left the Club in good standing may reapply for individual memberships.

Section 5. Annual Meeting.
An annual meeting of the members of the Club shall be held at its registered office or such other place as may be designated pursuant to Section 3 of this Article on the first Friday of August of each year, at the hour of 7:30pm, for the purpose of electing Directors and the President, and the transaction of such business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Texas, such meeting shall be held on the next succeeding business day. If the election of Directors and President shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of directors shall cause the election to be held at a special meeting of the members as soon thereafter as may be convenient.

Section 6. Special Meetings.
Special meetings of the members may be called by the President, the Board of Directors, or upon the signed request of not less than fifty (50) members having voting rights.

Section 7, Place of Meeting.
The Board of Directors may designate any place as the place of meeting for an annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Club in the State of Texas.

Section 8. Notice of Meetings.
No notice of annual or regular meetings of the members shall be required; provided, however, that notice thereof shall be printed in the Press Club Bulletin at least ten (10) days prior to such meeting. Written or printed notice stating the place, day and hour of any special meeting of members shall be published in the Press Club Bulletin or shall be delivered, either personally or by mail, email or fax, to each member entitled to vote at such meetings, not less than ten (1 0)nor more than fifty (50) days before the date of such meetings, by the direction of the President, or Secretary, or Directors or officers or persons calling the meeting, in case of a special meeting, the purpose or purposes for which the meeting is called shall be stated in the notice. If all of the members shall meet at any time and place and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate actions may betaken, save and except with respect to dissolution.

Section 9. Informal Action by Members.
Any action required by law to be taken at a meeting of the members, or an action which may betaken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof

Section 10. Quorum.
The members holding ten (10) percent of the votes entitled to be cast at any member’s meeting, present in person or represented by proxy, shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The members present and entitled to vote at a duly organized meeting at which a quorum is initially on hand may continue to transact business until adjournment, notwithstanding the withdrawal during the course of the meeting of enough members to leave less than a quorum. When a quorum is present at any meeting of the members, the vote of the majority of the members present or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision shall govern and control the decision of such question.

Section 11. Proxies.
At any meeting of the members, a member entitled to vote may vote by proxy executed in writing by the members or by his duly authorized Attorney-in-Fact. Proxies may not be utilized in any vote of the members conducted by mail. All proxies shall be filed with the Secretary of the Club before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and in no event shall it remain irrevocable fora period of more than eleven (11) months.

Section 12. Discipline.
Termination and Reclassification of Membership. The Board of Directors may discipline, suspend or expel any member for cause, including, but not limited to, ineligibility, violation of the Bylaws, rules and regulations of the Club, conduct reflecting unfavorably upon the club or in any of its activities, or default in payment of any dues, levy, assessment or other charge for the period set forth in the Bylaws of the Club. Such disciplinary action, suspension or expulsion shall be exclusively determined by the affirmative vote of two-thirds (2/3) of all the members of the board of Directors, provided that statement of the charges shall have first either received a personal telephone call or have been mailed by Registered or Certified Nail, postage prepaid, to the member under charge at his last known address, at least ten (10) days before final action is taken thereon. Said statement shall be accompanied by a notice of the time and place set forth in the notice. Actions of the Board of Directors with respect to discipline, suspension or expulsion of members of the Club shall be final.

Section 13. Resignation.
Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the resigning member of his obligation to pay any dues, assessments or other charges owing to the Club.

Section 14. Reinstatement.
Upon written request of a former member filed with the Secretary, the Board of directors, by the affirmative vote of a majority of the members of the Board present at any authorized Director’s meeting at which a quorum is present, may reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.

Section 15. Transfer of Membership.
Membership in the Club is not transferable or assignable; provided, however, that any corporate member, as defined in Article II, Section 1 of this Constitution, may, with the approval of the Board of Directors of the Club, make changes or additions from time to time, to the corporation’s designated list of employees authorized to exercise membership privileges, provided said amended list of employees shall not total more than ten (10) authorized designees.