THE PHILADELPHIA ASSOCIATION OF BLACK JOURNALISTS
BYLAWS FOR PABJ
Drafted and approved by the PABJ Bylaws committee: June 11, 2021
Bylaws Committee Chair: Parliamentarian Tauhid Chappell
Approved by Executive Board: June 13, 2021
Approved by membership: June 15, 2021
Updated by Executive Board: December 13, 2021
30 S 15th Street (15th Floor) • Philadelphia, PA 19102 • Email: firstname.lastname@example.org •
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. It shall be affiliated with other organizations whose published objectives parallel those of the PABJ.
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:
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.
Freelance journalists who derive a majority of their income from freelancing.
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:
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:
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. Officers.
Section 1. The offices of the association shall be president, vice president-print,
vice president-broadcast, secretary, treasurer, parliamentarian and immediate past president, which shall constitute the Executive Board and all of whom may vote on Executive Board matters.
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
The parliamentarian shall serve as chairperson of the Elections Committee. If the parliamentarian is seeking elected office, the president shall appoint an Elections Committee chairperson.
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.
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 run 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 officers of the organization shall serve a two-year
term. The president and vice presidents are prohibited from seeking a third consecutive term. 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 from the floor at the October
membership meeting. Only paid full and associate PABJ
members as of Oct. 1 may make a nomination, run for office or vote in the election. All other election rules shall be set by the Election Committee, or the Executive Board, in the absence of such a committee. The Election Committee shall consist of members not running for elected office.
Section 2. Elections Committee
All Elections Committees that are created shall set and enforce the election rules, and the process of the committee shall be laid out in the operating procedures. Grievances surrounding the election process must be submitted to the Elections Committee, who will determine any consideration or ruling on a case-by-case basis. All rulings set by the Elections 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 Election 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 make a nomination, cast ballots and/or run for office.
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.
Section 1. These bylaws shall be in compliance with any federal, state or local laws that govern the transaction of PABJ business.