BYLAWS FOR THE PHILADELPHIA ASSOCIATION OF BLACK JOURNALISTS

THE PHILADELPHIA ASSOCIATION OF BLACK JOURNALISTS
BYLAWS FOR PABJ 
Drafted and approved by the PABJ Bylaws committee: April 25, 2023
Bylaws Committee Chair: Parliamentarian Tauhid Chappell
Approved by Executive Board: May 16, 2023
Approved by membership: June 13, 2023
Updated by Executive Board: July 17, 2023

30 S 15th Street (15th Floor) • Philadelphia, PA 19102 • Email: [email protected] •
Web site: www.thepabj.org

BYLAWS FOR THE PHILADELPHIA ASSOCIATION OF BLACK JOURNALISTS


ARTICLE I. Name.

Section 1. The name of the organization shall be Philadelphia Association of
Black Journalists Inc. (hereafter called the PABJ or the
organization), a Pennsylvania Nonprofit Corporation.

ARTICLE II. Purpose.

Section 1. The purpose of the PABJ shall be the organizing of Black
journalists into a cohesive group that can:
(a) Advance the interests of Blacks in the media-related professions and
serve as role models and mentors for students interested in journalism and
communications.
(b) Strengthen ties among Black media professionals in all media.
(c) Eradicating anti-Black tropes, often undergirding reporting about Black
communities.
(d) Sponsor scholarships for students to ensure continued representation of
Blacks in the media.
(e) Assist Black media professionals in enhancing their skills.
(f) Assist the community in accessing the media through such activities as
workshops and community forums.

(g) Provide a job bank for Black media.
(h) Do other activities not prohibited to nonprofit corporations by Section
501 (c)(3) of the Internal Revenue Code, as amended, and the rulings and
regulations thereunder.

ARTICLE III. Membership
Eligibility.

Section 1. Full membership shall be open to:
(a) Working journalists, i.e., those individuals in the broadcast,
print and online media whose principal function(s) is the
gathering and dissemination of news. This category includes
reporters, editors, newsroom managers, news producers,
camera persons, photographers, columnists, editorial writers,
new media and social reporters, editors and specialists,
news artists and cartoonists who produce, gather,
disseminate and distribute news and who work for
newspapers, television and radio stations, magazines, online
news media or wire services.

(b) Freelance journalists who derive a majority of their income
from freelancing.
(c) Journalists with at least five (5) years of experience who
have moved to positions that are related to journalism, but do
not fit in Section 1 (a) or (b). These positions include:
professors, heads of journalistic think tanks such as Poynter,
documentary filmmakers and independent producers whose
product relate to news and/or journalism (e.g., documentaries
focus on newsworthy, cultural or historical topics in an
objective and/or journalistic way) and columnists who produce
journalistic product on a regular basis (at least weekly).

Section 2. Associate membership shall be open to:
(a) persons employed in a media-related profession, college or
university professors, those who have worked and left the
journalism field, those that identify as a media maker who
produce content on a volunteer basis , and those who do not
qualify for full membership under Article III, Section 1.

Members in this category are eligible to
vote on all PABJ matters and serve in appointed offices.
Associate members may also serve in elected positions in
the PABJ, with the exception of the offices of president and
vice president-print and vice president- broadcast as
specified in Article VI, Section 1 and Section 2.

Section 3. Student membership shall be open to:
(a) any person who currently is a full-time student
at a greater Philadelphia-area high school or an
accredited college or university who is either majoring
in print or broadcast journalism or has expressed an
interest in pursuing a journalism career. These
members have no voting powers, but may serve in
appointed positions in the organization, except where
prohibited by these bylaws.

Section 4. Lifetime membership shall be open to:
(a) any person who is a media professional that is currently active or retired
Full and associate members are eligible for a lifetime membership if they pay the
organization a one-time $1,000 fee and are formally approved by the PABJ Executive
Board. Lifetime membership grants those eligible with a never-ending PABJ
membership status and free entry to all PABJ official events, including the annual gala.
Such benefits are non-transferable and non-refundable. Lifetime membership status is
automatically guaranteed, free of charge, to PABJ Founders. PABJ presidents, past
and present, are also guaranteed lifetime membership status, free of charge, if they
complete a full term in good standing. PABJ Lifetime Achievement award recipients
and longtime PABJ veteran members may be considered for a lifetime membership,
free of charge, if approved and voted on by a majority of the PABJ Executive Board.
Lifetime members are granted voting powers and the ability to run for election if their
employment status falls within Sections 1 and 2. No student journalists are eligible to
apply for a lifetime membership.
Section 5. All membership applications will be subject to the review of the
membership committee or Executive Board as specified in
Article V, Section 3.

ARTICLE IV. Meetings.

Section 1. A quorum shall be established at the beginning of each meeting,

whether it is in person or virtual. A quorum for a meeting is the majority, as
in more than half, of dues-paid members present at a designated meeting.
Section. 2 Regular meetings. Meetings of the membership shall be held
once monthly at such times and places as shall be designated by the
Executive Board. Robert’s Rules of Order shall apply during all general
membership meetings, committee meetings and Executive Board meetings.
The meeting will be led by the president, vice president(s) or a
designated Executive Board member as designated by the president.
Section 2. Notice of meetings. Written notice stating the place, day and time of
all meetings and the purpose for which the meeting is called shall be delivered
by the secretary to each member not less than ten (10) business days prior to
any meeting.
Notice of all special meetings of the Board of Directors (and of all regular meetings
other than the annual meetings to be held at the place and time designated in
Section 3.5) shall be given to each director by three (3) days prior service of the
same by phone, email, fax, by letter, or personally. Such notice need not specify
the business to be transacted at, or the purpose of the meeting.
A director waives notice of a regular or special meeting by attending or
participating in the meeting unless, at the beginning of the meeting, he objects to
the holding of the meeting or transaction of business at the meeting.

Section 3. Submission of agenda items. Every PABJ meeting shall have an
agenda prepared by the president. Any PABJ member may
submit a proposal, resolution or other item to be included on
a meeting agenda. Such information should be submitted in
writing to the secretary no less than five (5) business days
prior to the next general meeting. All proposals shall be
reviewed by the Executive Board.
If an author is unable to attend the general meeting, the
president shall announce the proposal or resolution and make
a recommendation from the Executive Board. If a vote is
required, a quorum of a majority of the eligible members.
Section 4. Voting on issues. Except for the election of officers, a simple majority
vote of dues-paid PABJ members present during a general
membership meeting is necessary to approve any such issues,
resolutions or bills. If a quorum is not present the issues in
question may be decided by a vote of the majority of dues-paid
members present or voted by the majority of dues-paid
members present to postpone until another general meeting in
which a quorum is present.
ARTICLE V. Fiscal Year and Dues.

Section 1. The fiscal year shall be from Jan. 1 to Dec. 31 of each calendar
year.
Section 2. The Executive Board shall set the membership dues with approval of
a majority of voting members at a given membership meeting.
Section 3. Payment of dues. Membership dues are good for a full year. Annual
dues payment covers membership for a year from the date of
payment. Memberships not renewed or paid one year after the
date of previous dues payment will be discontinued. During
election years, dues must be paid by October 1 in order to be in
good standing to vote.

ARTICLE VI. Composition Of Officers.

Section 1. The offices of the association shall be president, vice president-print,
vice president-broadcast, vice president-digital, secretary,
treasurer and parliamentarian. The Board may have an
appointed position of a past PABJ president or vice president
made by the current PABJ president, at their discretion. The
term of this position will follow the same term as the current
president. Such positions shall constitute the Executive Board
and all of whom may vote on Executive Board matters. The
PABJ’s board of directors will have no less than 3, and no
more than 11, total board members.

Section 2. President. The president or their designate shall preside over all
meetings of the PABJ membership and the Executive Board and shall have
the responsibility to ensure that all decisions of the Executive Board and
membership are carried out. The president shall prepare an agenda for
every PABJ meeting. The president, or designated vice president in the
president’s absence, shall act as the organization's official spokesperson.
Section 3. Vice President. A designated vice president shall act in the

president’s stead when the president is unable to perform their duties. The vice
president(s) shall oversee and support committee assignments, projects and
needs as designated by the Executive Board and committee chairpersons.
Section 4. Secretary. The secretary shall have the responsibility of keeping
minutes of all PABJ membership and Executive Board
meetings, and ensure a proper file is maintained of all PABJ
membership lists, correspondences and actions taken by the
membership and the Executive Board. The secretary shall also
be responsible for making sure that all meeting notices are sent
out ten (10) business days prior to every PABJ meeting and
Executive Board meeting. A deputy secretary who is a member
in good standing, may be appointed by the president or majority
vote of the Executive Board.

Section 5. Treasurer. The treasurer shall have the responsibility of maintaining a
complete financial record of all monies received and/or
expended by the PABJ. The treasurer must be bonded upon
taking office by a certified bonding firm. No checks will be
issued without the signature of the treasurer and president.
The treasurer shall also have the responsibility of making sure
members' dues are up to date.

The treasurer shall make monthly financial statements to the
membership showing the disposition of PABJ monies, ensure
that scholarship funds are maintained separate from the
general fund and that all funds
are invested to earn the maximum benefit to the organization.
The treasurer shall notify members whose dues or other
outstanding obligations to the organization have not been paid
that they cannot participate in any PABJ deliberations or vote
on membership issue spending full payment of the dues. A
deputy treasurer who is a member in good standing, may be
appointed by the president or majority vote of the Executive
Board to aid the treasurer in designated administration work as

designated by the treasurer. This designated deputy will not
have the ability to sign off on, or issue, checks in place of the
Treasurer.

(a) The treasurer shall automatically serve as chairperson of
the Finance/Fundraising Committee.

Section 6. Parliamentarian. The parliamentarian shall be the chief interpreter
of Robert’s Rules of Order and the PABJ governance
documents and shall serve as sergeant-at-arms during
monthly meetings and at Executive Board meetings when
needed.

(a) The parliamentarian shall serve as chairperson of the
Nominations Committee. If the parliamentarian is seeking elected
office, the president shall appoint a Nominations Committee
chairperson.

(a) The parliamentarian shall serve as chairperson of the
Bylaws Committee.
Section 7. Immediate Past President. The immediate past president shall serve
as a historical link for the organization and perform duties as assigned by the
president and Executive Board.

Section 8. Board Members At Large.
The Board, by majority vote of the Board, may elect to nominate and designate
up to 4 Board Members At Large and may designate at-large members with any
necessary responsibilities or tasks as deemed needed by the Board. At-large
members will have voting rights while on the Board and will hold these positions
until removal or until the next election of the PABJ Board.

ARTICLE VII. Duties of the Executive
Board.

Section 1. The Executive Board shall be composed of the president, vice
president-print, vice president-broadcast, secretary, treasurer,
parliamentarian and immediate past president.

Section 2. The Executive Board will meet prior to each membership meeting to
map out plans and ideas for the full body to follow or act upon
once a quorum to meet has been sufficiently established. A
quorum shall consist of the majority of membership of the
board. Notice for Executive Board meetings related to general
membership meetings shall come from the president at least
five (5) business days prior to the meeting. Every PABJ general
membership meeting shall have an agenda prepared by the
Executive Board. The general membership meeting will be led
by the president, vice president(s) or one of the remaining
Executive Board members as designated by the president. A
special meeting may be called by the president or a majority of
the Executive Board. A majority of the Executive Board
constitutes a quorum.

Section 3. Any Executive Board member may request an Executive Board meeting.
A board member must send out a notice of request to all board members through a
digital medium for a meeting and state the purpose of the meeting, with suggested
agenda items at least five (5) business days prior to any proposed date of meeting.
A majority of the board must confirm the meeting. The secretary must provide
meeting minutes to all board members.
In case of time-sensitive manners, an Executive Board member may request an
emergency meeting at least two (2) business days prior to any proposed date of
meeting. A board member must send out a notice of request to all board members
through a digital medium for a meeting. A majority of the board must confirm the
meeting.

ARTICLE VIII. Succession, Resignation, Removal of Office.

Section 1. Succession. If the president cannot or does not complete their term
of office, the Executive Board shall appoint a vice president to assume office
for the remainder of the term. The Executive Board shall then appoint a
member of the Executive Board or a dues-paid PABJ member in good standing
to serve as an interim vice president. If the selected member cannot, or does
not wish to, serve, the Executive Board will repeat the process until the
vacancy is filled.
If a vacancy occurs in any other elected or appointed office, the president shall
recommend any dues-paid PABJ member or board member in good standing,
subject to approval by the Executive Board. If the selected member cannot, or
does not wish to, serve, the Executive Board will repeat the process until the
vacancy is filled.

Section 2. Resignations. Any officer may resign at any time by delivering a
Written or digital resignation to the Executive Board, the
PABJ president or the secretary of the PABJ. Such
resignations shall be effective upon receipt, unless otherwise
specified in the letter of resignation.

Section 3. Removal. An Officer may be removed by an affirmative vote of
two-thirds (2/3) of all eligible dues-paid members of the Board for any of the
following reasons:
● Failure to perform his duties as a Board member;
● Has been judicially declared of unsound mind or who has been convicted of an
offense punishable by imprisonment for a term of more than one year;
● Missing more than three (3) consecutive meetings in one fiscal year without
reasonable justification;
● Violating any of the obligations set forth in the Pennsylvania Corporation Law of
1988 (hereinafter referred to as “Act”); or
● Any officer or agent may be removed by the Board when in its best judgment
the best interest of the corporation will be served.

ARTICLE IX. Eligibility for Office and Term of
Office.

Section 1. Eligibility for president and vice presidents. Those members seeking
the offices of president and vice president(s) must be full
PABJ members in good standing. Only paid PABJ
members as of Oct. 1 can be eligible for office.

Section 2. Eligibility for secretary, treasurer and parliamentarian. Those
members seeking the offices of secretary, treasurer and
parliamentarian must be in good standing with PABJ. Associate
members may run for the secretary, treasurer and parliamentarian
positions in PABJ. Associate members are not eligible to run or hold
the offices of president or vice president(s).
Section 3. Student members are not eligible to hold any PABJ office.
Section 4. Term of office.All Executive Board members must maintain good
membership standing within PABJ for the duration of their term.

ARTICLE X.
Elections.

Section 1. Election of PABJ officers will be held biennially in December.
Candidates shall be nominated by a Nominations Committee. Only paid full and
associate PABJ members as of Oct. 1 may be eligible for nomination of the Board or
vote in the election. All other election rules shall be set by a Nominations Committee,
or the Executive Board, in the absence of such a committee. The Nomination
Committee shall consist of members not running for elected office.

Section 2. Nominations Committee
A Nominations Committee, created by the Board, shall set and enforce the
nomination and election rules. Grievances surrounding the election process must be
submitted to the Nominations Committee, who will determine any consideration or
ruling on a case-by-case basis. All rulings set by the Nominations Committee shall
be deemed final.

Section 3.
A ballot vote shall be taken physically or digitally during the December
meeting at a time and place designated by the Nominations Committee or
Executive Board. A member may only use one method. Only eligible
members, as described in Article III Section 1 and Section 2, of record as
of Oct. 1, shall be eligible to cast ballots. Once the Board members are
elected, the new Board shall select its officers.

ARTICLE XI.
Committees.

Section 1. Standing committees. The president shall appoint chairpersons
of seven (7) standing committees: Media Monitoring/Issues, Membership,
Programs, Scholarship, Bylaws, Elections and Finance/Fund raising. The
duties of each such committee shall be determined by the president and the
Executive Board. Committee chairs are to submit monthly written reports at
the time of the membership meetings. The president shall appoint
committee chairs by March 1, following an election. Committee chairs shall
serve two- year terms. The president shall be an ex-officio officer of each
committee except the Elections committee. Committee chairs can be
replaced by the president or members of the Executive Board.
Section 2. Ad-hoc committee. The president and/or the Executive Board may by
resolution passed by a majority of the Executive Board designate one or more
temporary committees, with each committee consisting of two or more members.
The Executive Board may designate one or more of its directors as alternate
members of any committee to replace any absentee or disqualified member.
Each such committee will exercise only those powers specified by the Executive
Board in its formulation. Each committee shall keep regular minutes of its
meetings and report the same to the Executive Board, and shall terminate upon
completion of its assigned purpose.

ARTICLE XII.
Finances/Contracts.

Section 1. Deposit of Funds. All funds of the organization not otherwise
employed shall be deposited in such banks and trust
companies as the treasurer, with the recommendations and
approval of the Executive Board. Such funds shall be handled
in accordance with IRS regulations and state laws governing
the activities of the PABJ.

Section 2. Compensation. Any member, director or officer of the PABJ is
authorized to receive reasonable compensation from the organization for
services/expenses rendered to the PABJ, when authorized by the Executive
Board. No member or officer of the PABJ shall receive compensation merely for
acting as a member or an officer.
No stated salary shall be paid to directors, as such, for their service, but by
resolution of the Board of Directors, reimbursement , including travel expenses
to meetings or other expenses, if any, may be allowed for attendance at each
regular or special meeting of such Board; provided, that nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation, therefore.
Section 3. Contracts with members and officers. No member or officer of the
PABJ shall be interested, directly or indirectly, in any contract
relating to the operations conducted by it, nor in any contract
for
furnishing services or supplies, unless such contracts shall be
authorized by the Executive Board and unless the fact of such
interest shall have been disclosed or known to the Executive
Board at the meeting at which such contract is authorized.
Section 4. Indebtedness. All contracts for services rendered to the PABJ shall
be paid promptly upon approval of such expenditures by the Executive Board
and/or membership.

ARTICLE XIII – Indemnification of Officers, Directors, Employees & Agents
13.1 Representative Defined . For purposes of this Article, “representative” means
the Member and any Director or officer or employee of the Corporation.

13.2. Third-Party Actions . The Corporation shall indemnify any representative who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that he or she is or was a representative of the Corporation,
or is or was serving at the request of the Corporation as a director or officer of
another domestic or foreign corporation for profit or not-for-profit, partnership,
joint venture, trust, or other enterprise, against expenses (including attorneys’
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action or proceeding if he or she
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the Corporation and, with respect to any
criminal proceeding, had no reasonable cause to believe their conduct was
unlawful. The termination of any action or proceeding by judgment, order,
settlement, or conviction or upon a plea of nolo contendere or its equivalent
shall not of itself create a presumption that the person did not act in good faith
and in a manner that he or she reasonably believed to be in, or not opposed to,
the best interests of the Corporation and, with respect to any criminal
proceeding, had reasonable cause to believe that their conduct was unlawful.

13.3 Derivative and Corporate Actions . The Corporation shall indemnify any
representative who was or is a party or is threatened to be made a party to any
threatened, pending or completed action by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he or she is or was a
representative of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another domestic or foreign corporation
for profit or not-for-profit, partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys’ fees) actually and reasonably incurred
by him or her in connection with the defense or settlement of the action if he or
she acted in good faith and in a manner he or she reasonably believed to be in,
or not opposed to, the best interests of the Corporation. Indemnification shall
not be made under this Section 9.3 in respect of any claim, issue or matter as
to which the person has been adjudged to be liable to the Corporation unless
and only to the extent that the court of common pleas of the judicial district
embracing the county in which the registered office of the Corporation is located
or the court in which the action was brought determines upon application that,
despite the adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses that the court of common pleas or other court shall deem proper.

13.4 Procedure for Effecting Indemnification . Unless ordered by a court, any
indemnification under Section 9.2 or Section 9.3 shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the representative is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in those Sections.

The determination shall be made:
(a) By the Board by a majority vote of a quorum consisting of Directors who
were not parties to the action or proceeding; or
(b) If such a quorum is not obtainable, or if obtainable and a majority vote of
a quorum of disinterested Directors so directs, by independent legal counsel in
a written opinion.

13.5. Advancing Expenses . The Corporation shall pay expenses (including
attorneys’ fees) incurred in defending any action or proceeding referred to in
Section 9.2 in advance of the final disposition of the action or proceeding upon
receipt of any undertaking by or on behalf of the representative to repay the
amount if it is ultimately determined that he or she is not entitled to be
indemnified by the Corporation as authorized in this Article or otherwise.

13.6 Supplementary Coverage . The indemnification and advancement of expenses
provided by or granted pursuant to this Article shall not be deemed exclusive of
any other rights to which a person seeking indemnification or advancement of
expenses may be entitled under the Act, or any agreement, vote of
disinterested Directors, or otherwise, both as to action in their official capacity
and as to action in another capacity while holding that office. Article 10 (relating
to conflicts of interest) shall be applicable to any bylaw, contract, or transaction
authorized by the Directors under this Section 9.6. However, no indemnification
may be made by the Corporation under this Article 9 or otherwise to or on
behalf of any person to the extent that:
(a) The act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted self-dealing, willful misconduct, or
recklessness; or
(b) The Board determines that under the circumstances indemnification
would constitute an excess benefit transaction under Section 4958 of the
Internal Revenue Code of 1986, or its successor (the “Code”) or an act of
self-dealing under Section 4941 of the Code, if applicable.

13.7 Duration and Extent of Coverage . The indemnification and advancement of
expenses provided by or granted pursuant to this Article shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased
to be a representative of the Corporation and shall inure to the benefit of the
heirs and personal representatives of that person.

13.8 Reliance and Modification . Each person who shall act as a representative of
the Corporation shall be deemed to be doing so in reliance upon the rights provided by this Article. The duties of the Corporation to indemnify and to
advance expenses to a representative provided in this Article shall be in the
nature of a contract between the Corporation and the representative. No
amendment or repeal of any provision of this Article shall alter, to the detriment
of the representative, their right to the advance of expenses or indemnification
related to a claim based on an act or failure to act which took place prior to
such amendment or repeal.

13.9 Insurance . The Corporation shall purchase and maintain insurance on behalf of
any person who is or was a Director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer of another
domestic or foreign corporation for profit or not-for-profit, partnership, joint
venture, trust, or other enterprise against any liability asserted against him or
her and incurred by him or her in any such capacity, or arising out of their status
as such, whether or not the Corporation would have the power to indemnify him
or her against that liability under the Act. The Corporation’s payment of
premiums with respect to such insurance coverage shall be provided primarily
for the benefit of the Corporation. To the extent that such insurance coverage
provides a benefit to the insured person, the Corporation’s payment of
premiums with respect to such insurance shall be provided in exchange for the
services rendered by the insured person and in a manner so as not to
constitute an excess benefit transaction under Section 4958 of the Code or an
act of self-dealing under Section 4941 of the Code, if applicable.

ARTICLE XIV – Conflicting Interest Transactions

The Corporation shall separately adopt a conflict-of-interest policy and distribute
annual disclosure forms for the purpose of screening conflicts. It is the policy of the
Corporation that no contract or transaction between the Corporation and one or more
of its Directors or officers, or between the Corporation and any “interested” entity shall
be authorized or entered into unless the material facts as to the interest and as to the
contract or transaction are disclosed or are known to the Board of Directors, and the
Board in good faith authorizes the contract or transaction by an affirmative vote of a
majority of the Directors other than the interested Director(s) of the Corporation. An
“interested” entity includes any entity (a) in which one or more of the Directors or
officers of the Corporation (i) are directors or officers, or (ii) have a financial interest, or
(b) in which any Director or officer of the Corporation has any other conflict of interest.
Interested Directors may be counted in determining the presence of a quorum at a
meeting of the Board which authorizes the contract or transaction.

ARTICLE XV – Books and Records

The corporation shall keep correct and complete books and records of account and
shall keep minutes of the proceedings of its Board of Directors; and shall keep at its
registered office or principal place of business, or at the office of its transfer agent or
registrar, a record of its directors, giving the names and addresses of all directors.

ARTICLE XVI – Amendments

The Board of Directors shall have power to make, alter, amend, and repeal the Bylaws
of this corporation; provided, that the Board will not approve any such alterations,
amendment, or repeal that would adversely impact the rights of any class of directors
unless such alterations, amendment, or repeal shall first have received the approval of
two-thirds (2/3) of the directors then in office .
The Bylaws Committee will annually review the bylaws.

ARTICLE XVII – Dissolution

Said organization is organized exclusively for "charitable, religious, educational,
and scientific purposes, including, for such purposes, the making of distributions
to organizations that qualify as exempt organizations under section 501(c)(3) the
Internal Revenue Code, or corresponding section of any future federal tax code.
The property of this corporation is irrevocably dedicated to non-profit charitable
purposes and no part of the net income or assets of this corporation shall ever insure
to the benefit of any director, office or member thereof, or to the benefit of any private
person. Upon the dissolution or winding up of the corporation, its assets remaining
after payment, or provision for payment, of all debts and liabilities of the corporation,
which is organized and operated exclusively for non-profit purposes and which has
established its tax-exempt status under Section 501 (c)(3) of the Internal Revenue
Code, shall be distributed or given to other non-profit organizations as directed by the
Board.

Article XVIII Establishing Parliamentary Authority

In all matters not provided for in PABJ Bylaws and Operating Procedures shall be
governed by the latest version of Robert’s Rules of Order, Newly Revised.

ARTICLE XV. Amendments to the
Bylaws.

Section 1. Proposed amendments to the PABJ bylaws must be submitted
in writing to the Executive Board for review and for determination of
appropriateness. The Executive Board will then offer the proposed

amendment(s) to the membership during a monthly meeting. A two-
thirds vote from the membership present at the meeting, as described in

Article III Section 1 and Section 2, constitutes approval of the proposed
amendment(s). The amendments become effective immediately, unless
otherwise specified.

ARTICLE XIX.
Compliance.

Section 1. These bylaws shall be in compliance with any federal, state or local
laws that govern the transaction of PABJ
business.