American Society of Business Publication Editors Constitution and Bylaws – American Society of Business Publication Editors

As amended and approved October 10, 2023

Constitution

ARTICLE I

Section I.

The name of this organization shall be the American Society of Business Publication Editors (ASBPE).

ARTICLE II: Purpose

Section I.

The purpose of the Society shall be to serve and to advance the professions of editing, writing and designing for B2B, trade, association or business publications, and to encourage the highest ethical standards at those publications. As defined by the Society, B2B, trade, association and business publications are print or digital periodicals, email newsletters, or a combination of these mediums, which focus primarily on the professional or occupational interests of business-to-business readers.

ARTICLE III: Offices

Section I.

The principal office of the Society shall be in such location within or without the State of Illinois as shall be designated by the Board of Directors. The Society may maintain additional offices at such other locations as the Board of Directors may designate. The Society shall have and continuously maintain within the State of Illinois a registered agent and a registered office at such location as may be designated by the Board of Directors.

ARTICLE IV: Objectives

Section I.

The objectives of this Society shall be:

1. To promote the highest standards in the practice of B2B publication editing, writing and design.

2. To elevate the professional status of journalists who work for business-to-business media publications.

3. To improve the editorial and publication management skills of members.

4. To encourage closer cooperation among B2B media professionals with other media and professional publication organizations.

5. To develop editorial excellence standards and codes of ethics to help B2B media professionals better serve their readership and marketplace.

6. To establish, recognize and support ASBPE Regions across the U.S.

7. To promote business publication journalism as a career.

8. To promote the value of business publication journalism.

ARTICLE V: Corporate Status

Section I.

The Society is a non-profit corporation organized under the laws of the State of Illinois. Elected officers of the Society as listed in Article VII of this constitution are the officers of the corporation. The National Board of the Society is the Board of Directors of the Corporation. If the corporation is dissolved, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation to such organizations operating exclusively for educational purposes as the Board of Directors shall direct.

ARTICLE VI: Membership

Section I.	The membership of this Society is national in scope and shall be elective on an individual, personal basis. Membership is non-transferable and shall consist of: 1. Staff Editorial Members 2. Staff Design/Multimedia Members 3. Freelance Editorial Members 4. Freelance Design/Multimedia Members 5. Audience Engagement Members 6. Conference/Event Coordinator Members 7. Academic Members 8. Student Members 9. Affiliate Members 10. Retired Members

Section II.	*Staff Editorial Members.* Persons employed in an editorial capacity by a business publication — including writers, editors, managers and other roles — shall be eligible to be staff editorial members of the Society. At the discretion of the Board of Directors, they shall be eligible to serve as chapter presidents and officers of the national board.

Section III.	*Staff Design/Multimedia Members.* Persons employed in a design or multimedia capacity by a business publication shall be eligible to be staff design/multimedia members of the Society. At the discretion of the Board of Directors, they shall be eligible to serve as chapter presidents and officers of the national board.

Section IV.	*Freelance Editorial Members.* Persons who edit or write regularly for business publications, but who are not employed by such publications, shall be eligible to be freelance editorial members of the Society. At the discretion of the Board of Directors, they shall be eligible to serve as chapter presidents and officers of the national board.

Section V.	*Freelance Design/Multimedia Members.* Persons who design or create multimedia regularly for business publications, but who are not employed by such publications, shall be eligible to be freelance design/multimedia members of the Society. At the discretion of the Board of Directors, they shall be eligible to serve as chapter presidents and officers of the national board.

Section VI.	*Audience Engagement Members.* Persons employed in a social media, communications, marketing or similar capacity by a business publication who engage with members/readers on behalf of the editorial department shall be eligible to be audience engagement members of the Society. At the discretion of the Board of Directors, they shall be eligible to serve as chapter presidents and officers of the national board.

Section VII.	*Conference/Event Coordinator Members.* Persons employed in an event planning or management capacity by a business publication who conduct events on behalf of the editorial department shall be eligible to be conference/event coordinator members of the Society. At the discretion of the Board of Directors, they shall be eligible to serve as chapter presidents and officers of the national board.

Section VIII.	*Academic Members.* Persons who are members of the faculty, in the departments of journalism or any related field, at institutions of higher learning (undergrad or graduate) shall be eligible to be academic members of the Society. At the discretion of the Board of Directors, they shall be eligible to serve as chapter presidents and officers of the national board.

Section IX.	*Student Members.* Students of journalism or any related field at all institutions of higher learning (undergrad or graduate), who apply with their college/university email address, shall be eligible to be student members of the Society for up to four years.

Section X.	*Affiliate Members.* Persons engaged as vendors for business publications and other persons having a professional or occupational interest in journalism, communications or business publications may be eligible to be affiliate members of the Society, provided they show active interest in B2B media that is not solely marketing-based.

Section XI.	*Retired Members.* Retired persons formerly employed in editorial capacities by a business publication shall be eligible to be retired members of the Society. Persons who still accept freelance contracts must apply to one of the freelance memberships.

Section XII.	All members, exclusive of Affiliate, Student and Retired members, shall be eligible to serve as directors and officers of the Society and/or hold any director or officer position within any Region of the Society.

Section XIII.	Applications for membership shall be submitted to Society headquarters and shall be accepted or rejected (based on the membership requirements above) by the Society’s professional staff, in consultation with the Society’s Membership Committee. Persons whose membership applications have been denied may appeal that denial to the Society’s Board of Directors. The Board of Directors shall have final authority to determine an applicant’s appropriate membership class.

Section XIV.	The Board of Directors is authorized to expel any member when the professional or business conduct of the member is detrimental to the interests of the Society. The Board of Directors shall receive and consider all complaints concerning the conduct of Members. A vote to expel a member shall be by two-thirds vote of the Board of Directors. Notice of the intent to vote on expulsion of a member must be sent to the member involved at least 30 days prior to the meeting at which such vote is to be taken. The member shall have full opportunity to present testimony or other evidence in advance of the meeting at which the expulsion is to be considered. Dues will not be refunded to any expelled member.

Section XV.	Members of the Society shall pay dues annually in such amounts as are determined by the Board of Directors. The Board of Directors may establish different dues amounts for each membership category. Membership shall be effective immediately following approval of a membership application and payment of dues. The Society shall drop from its membership rolls any person who has not paid his or her dues following three billing notices.

ARTICLE VII: Officers

Section I.	The officers of this Society shall consist of: 1. President, 2. Vice President, 3. Secretary, 4. Treasurer, and 5. Immediate Past President.

Section II.	Each officer shall serve a two-year term. Officers may succeed to the same office only once. Only the Treasurer may be elected for an additional term or until a successor has been duly elected. Officers may serve a maximum of four terms to allow for succession to higher offices. Only the Treasurer may serve five terms, to allow for two terms as Treasurer and then succession to higher offices.

Section III.	Election of these officers and their duties shall be as provided for in the Bylaws.

Section IV.	Officers shall begin their terms of service immediately at the close of the annual meeting and continue until their successors are qualified.

ARTICLE VIII: Board of Directors

Section I.	The Executive Committee of the Board of Directors of the Society shall consist of the officers: President, Vice President, Secretary, Treasurer and the Immediate Past President. Officers whose authority and duties are not prescribed in these Bylaws shall have the authority and perform the duties prescribed from time to time by the Board of Directors. No two offices may be held by the same person. To be eligible to serve as an elected officer of the Association, one must be an eligible member in good standing, and who has completed at least one year of service on the Board of Directors.

Section II.	The Board of Directors of the Society shall consist of the five officers, and eight directors. Eight directors will be elected at large by the existing officers and directors. The Board of Directors will also include up to two non-voting advisory member(s) who sit in the current President and Immediate Past President roles for the ASBPE Educational Foundation. The number of voting directors shall be thirteen (13), or such greater number as may be determined by a two-thirds vote of the Board of Directors at a meeting at which a quorum is present. The Board of Directors shall at all times include five officers and 8 directors.

Section III.	The eight directors elected at large shall be elected by the full Board of Directors for a term of three years in staggered terms. A Director may not serve more than two consecutive terms. A previous Board Director may run again for a position on the board after they have not served on the board for at least one year from the time of their final term’s expiration date. Each director shall serve as the Chair or active member on a standing or ad hoc committee.

Section IV.	The Board of Directors shall be the managing body of the Society, vested with full power to conduct all business of the Society subject to the laws of the State of Illinois, the Articles of Incorporation, the Constitution and Bylaws and the mandate of the membership. The Board of Directors shall have the power to establish rules and regulations consistent with the Constitution and Bylaws to govern the Board of Directors’ organization and procedures. Any decision of policy, not previously approved by the Board of Directors or covered in the Constitution and Bylaws, shall be submitted to the Board of Directors for approval. The Board of Directors may censure, suspend or expel any Member for cause. The Board of Directors shall receive and review all complaints concerning the conduct of Members. The Board of Directors shall determine the date and place of the annual meetings of the Society one year in advance and may call additional meetings as deemed necessary. The Board of Directors shall fill middle-of-term vacancies by a majority vote at any board meeting where a quorum is present. The Board of Directors shall determine the assessment of dues and fees upon recommendation of the Treasurer. The Board of Directors shall cause to be bonded by a surety company all officers and employees of the Society entrusted with Society funds. It shall approve a budget for carrying out the activities of the Society for the ensuing year. The Board of Directors shall, under times of financial stress or national emergency, have the power to act in any manner necessary for the welfare of the Society. (Article VI, Bylaws)

ARTICLE IX: Standing and Ad Hoc Committees

Section I.	The standing committees of the Society shall be: 1. Membership Committee 2. Education Committee 3. Communications Committee 4. Awards Committee 5. Finance Committee 6. Advisory Committee 7. Ethics Committee 8. Freelance Committee 9. Diversity Committee

Section II.	Standing committees shall consist of any category of members recognized by the Society. The members of all standing committees shall be appointed by the President. The President shall appoint members to fill vacancies on all standing committees. Ad hoc committees may be created or dissolved by the Board of Directors by a vote at a meeting where a quorum is present. All standing and ad hoc committees shall be responsible for providing the Board of Directors with reports of its activities as requested by the President or the Board.

Section III.	The Membership Committee shall consist of the Chair and at least one other active Member. The President shall appoint the chair. The Committee shall serve in an advisory role to staff to help review applicants for Membership to determine eligibility of the applicants, investigate and implement new benefits that enhance the value of membership, develop membership marketing strategies for membership recruitment and retention in accordance with the Constitution and Bylaws when requested. This committee also will be responsible for updating and maintaining the current Society database, investigating other sources to enhance the database information to grow the Society’s membership, and to track member statistical information.

Section IV.	The Education Committee shall consist of the Chair and at one other active Member. The President shall appoint the chair. This Committee shall coordinate and be responsible for all educational programs sponsored by the Society at the National level (inclusive of webinars,the National Conference, and fellowship or scholarship programs) and Regional level. This committee shall develop educational programs consistent with the objectives of the Society for its Members. This Committee shall recommend to the Board of Director sites for future National Society meetings.

Section V.	The Communications Committee shall consist of the Chair and at least one other active Member. The President shall appoint the chair. This committee shall be responsible for maintaining current information on the website, uploading web content, overseeing the blog, coordinating social networking initiatives and being the liaison with each of the other Society committees to coordinate information to be uploaded on to the website. The committee shall also be responsible for making recommendations on new technology options to continually enhance the Society’s website. They shall also be responsible for the creation of promotional communications between the Society and those within business-to-business publications, including any and all newsletters and emails regarding the Society or its activities.

Section VI.	The Awards Committee shall consist of the Vice President as Chair and at least one other active Member. This committee shall be responsible for reviewing, updating, developing new and maintaining categories relevant to the business-to-business publication industry. The committee shall also be responsible for the development of a timeline, procedures, theme, and promotional schedule and brochure for the Azbee Awards competition. They shall also be responsible for the development and implementation of all aspects of the Lifetime Achievement Award, Journalism That Matters Award, and the Stephen Barr Award programs. The committee shall also be responsible for locating and maintaining a pool of qualified judges.

Section VII.	The Finance Committee shall consist of the Treasurer as Chair and at least one other active Member. This committee shall be responsible for preparing the annual budget and advising the Treasurer as to the investment of the Society’s surplus funds. They shall also be responsible for advising and implementing ways of enhancing the budget and to make recommendations for cost saving measures.

Section VIII.	The Advisory Committee shall consist of the two most recent past presidents and at least three active Members, each serving a term of two years in staggered terms. The Immediate Past President shall be the chair. The committee shall review all proposed amendments to the Constitution and Bylaws. It will make appropriate recommendations if changes are necessary in the amendments. The committee shall make its services available in an advisory role regarding policies and opinions of the Society as to business-to-business relations. The committee shall consider how changing trends in the B2B profession and society will impact on the specialty of business-to-business publications, and identify opportunities for the benefit of the Society and recommend a course of action to the Board of Directors. This committee shall also establish and maintain contacts and relations with professional organizations that have an interest in or are concerned with the field of business-to-business journalism. It shall investigate, recommend, and carry out programs to ensure dissemination of information with regard to B2B to the general public and to other journalism professions, including schools, societies, and other professional organizations.

Section IX.	The Ethics Committee shall consist of a Chair and at least one other active Member. The President shall appoint the chair. The committee will be responsible for developing and maintaining the Society’s Code of Ethics – “Guide to Preferred Editorial Practices.” The committee is responsible for conducting research, updates and maintaining the integrity of information on an ongoing basis and to disseminate it to the membership and other industry related organizations as necessary. The committee shall also be responsible for prompt responses to membership queries regarding ethics on an as needed basis.

Section X.	The Freelance Committee shall consist of a Chair and at least one other active Member. The President shall appoint the chair. This committee shall be responsible for guiding programming targeted towards freelance members, informing the Society of needs and trends in the freelance community and supporting the Society’s engagement with freelance members. Freelancer networking, topical discussions, webinars and collaborative groups are supported through the ongoing efforts of Freelance Committee members from the Board and the broader Society membership. The committee will actively engage with the freelance membership and encourage their involvement and participation.

Section XI.	The Diversity Committee shall consist of a Chair and at least one other active Member. The President shall appoint the chair. This committee shall actively seek to ensure Society membership and support are fully reflective of our profession’s diversity and are inclusive and welcoming. Accordingly, this committee will identify areas within the Society in need of improvement and will inform the Board regularly of progress and priorities to emphasize. The purpose of this committee is to empower and celebrate our members, including but not limited to journalists of color, women, LGBTQ+ community members and sexual minorities, members identifying as neurodivergent or differently abled, members from all socioeconomic backgrounds, ethnicities and other identities and roles that represent the diversity of journalism as a profession. The Society recognizes that much more progress must be made towards diversity, equity and inclusion and supports moving from conversation towards action, empowering this committee to lead those efforts.

Section XII.	Ad hoc committees may be established by the President or the Board of Directors to address specific issues or activities of interest to the Society that may not fall within the charge of standing committees. The charge, scope, membership and funding source of ad hoc committees shall be specified at the time of committee formation. The Chair and members of ad hoc committees shall be active Members and shall be appointed by the President. Ad hoc committees shall have terms of one year following establishment. Ad hoc committees will report their findings and recommendations to the President and Board of Directors when requested. When necessary, the terms of ad hoc committees may be extended for periods of one year or less by the President or the Board of Directors.

Section XIII.	The Board of Directors is responsible for developing and maintaining guidelines to help committees determine their level of authority when addressing issues or projects. The guidelines will indicate when the committee needs to bring an issue to the Board for input or a vote and when the committee can make decisions on their own to progress forward without the need for Board approval.

ARTICLE X: Discipline

Section I.	The Board of Directors is authorized to expel any member when the professional or business conduct of the member is detrimental to the interests of the Society.

Section II.	The Board of Directors shall receive and consider all complaints concerning the conduct of Members.

Section III.	A vote to expel a member shall be by two-thirds vote of the Board of Directors.

Section IV.	Disciplinary action against a Member can be taken only after having given the Member at least 30 days written notice by email, that such action is contemplated and that he/she is entitled to a hearing by the Board of Directors.

Section V.	The member shall have full opportunity to present testimony or other evidence in advance of the meeting at which the expulsion is to be considered.

Section VI.	A vote of three-fourths of the Board of Directors shall be necessary to censure, suspend, or expel any Member.

ARTICLE XI: Meetings

Section I.	There shall be an annual meeting of the Society subject to Board approval. The date and place of this meeting shall be determined by the Board of Directors one year in advance. The Secretary will forward this information to all Members at least six months in advance of each meeting.

Section II.	Additional meetings may be called by the Board of Directors or by the signed request of 5 percent of the membership.

ARTICLE XII: Quorum

Section I.

A quorum for voting on matters of the Society shall be two-thirds of the Board of Directors.

ARTICLE XIII: Amendments

Section I.	This Constitution may be amended by a two-thirds vote of the Board Members present and voting. Voting may be at any meeting, providing that notice of the proposed amendments has been given to the Board of Directors 30 days previous to the meeting.

Section II.	Proposed amendments to the Constitution shall be submitted with the reason(s) for the proposed change.

Bylaws

ARTICLE I: Membership Qualification

Section I.	Any staff or freelance writer, editor, art director, graphic designer, academic, student of journalism, audience engagement professional, conference/event coordinator, retired B2B media professional, person engaged as a vendor for a business publication, or other persons having a professional or occupational interest in journalism, communications or business publications may request membership online.

Section II.	To qualify for membership, the applicant shall supply evidence of active interest in the field of business-to-business journalism.

ARTICLE II: Elections

Section I.	The Officers and Board of Directors of the Society shall be elected by in-person or phone voting at least one month in advance of the annual meeting. At the expiration of the term, the Vice President shall immediately assume the office of the President. The new officers shall assume their respective offices at the close of the annual meeting at which they have been elected. If it is determined that the Society will not hold an annual meeting, the new officers will assume their positions as of June 1st of any given year.

Section II.	The elections for officer and director positions shall be done via vote at any meeting in which a minimum of a two-thirds quorum is present, but every effort should be made by all officers and directors to be present at the meeting to vote.

ARTICLE III: Vacancies

Section I.

In the event that the office of President becomes vacant, the Vice President shall become President for the unexpired portion of the term. A vacancy in the office of Vice President, Treasurer, Secretary or any other Board Director shall be filled by a majority vote of the Board of Directors at any regular or special meeting or by electronic ballot if no Board meeting is scheduled within 30 days of such vacancy. A vacancy in the office of Immediate Past President may be temporarily replaced with an additional Director seat until the roles is filled by the current President.

ARTICLE IV: Duties of Officers

Section I.	The President shall preside at all meetings of the Society. The President shall be chair of the Board of Directors and ex-officio member of all committees. The President shall appoint members and chairs of all committees of the Society except as otherwise provided in the Constitution and Bylaws.

Section II.	The Vice President shall become President when the office of the President is vacated by the expiration of the term. The Vice President shall assume the duties of the President prior to the expiration of the term in the event of absence of the President.

Section III.	In the absence of the President, the Vice President shall assume the duties of the President.

Section IV.	The Treasurer shall work with Society management staff to oversee the collection of dues and shall arrange for safekeeping of Society funds and investments subject to the approval of the Board of Directors; and the funds of the Society shall be withdrawn only upon the check or order of the Treasurer, countersigned by the President. The Treasurer shall work with Society management staff to keep books on all transactions, shall submit an annual statement of financial affairs to the Board of Directors and the Membership. The Secretary shall keep a record of the Society meetings as well as minutes of the meetings of the Board of Directors.

Section V.	The Society shall indemnify and hold harmless each Society officer, each member of the Board of Directors, and each member of the standing committees from and against any and all claims and liabilities to which such persons may be, or become, subject by reason of having been or hereafter being, an officer, a Director, or a member of a standing committee, or by reason of alleged acts or omissions as an officer, a Director, or a member of a standing committee. The Society shall reimburse each of the aforementioned officers, Directors, or members of standing committees for all legal and other expenses reasonably incurred by them in connection with the defending against any such claims or liabilities, provided, however, that no officer, Director, or member of a standing committee shall be indemnified against, or reimbursed for, an expense incurred in defending a claim or liability arising out of personal negligence or willful misconduct. The foregoing rights of the officers, Directors, or members of standing committees shall not be exclusive of other rights to which they may be lawfully entitled.

ARTICLE V: Fees and Dues

Assessment of fees and dues shall be determined by the Board of Directors upon recommendation by the Finance Committee.

Section I.	There may be an application fee for Membership, which must be remitted with the initial dues payment and application.

Section II.	There may be annual dues for Members.

Section III.	Membership dues will be billed on a rolling basis based upon the date of membership application.

Section IV.	Membership must be renewed annually. The Society must notify members of the upcoming expiration of their membership. Members who let their membership expire can attend the Annual Meeting and participate in any Society programs or courses at the non-member rate.

ARTICLE VI: Emergency Powers of the Board of Directors

Section I.

Under times of financial stress or national emergency, the Board of Directors shall have the power to act in any manner necessary for the welfare of the Society.

ARTICLE VII: Parliamentary Procedure

Section I.	All parliamentary procedures at meetings of this Society and its Board of Directors shall be governed by the latest edition of Robert’s Rules of Order for Parliamentary Procedure except where otherwise provided in the Constitution and Bylaws.

Section II.	A parliamentarian may be appointed by the President of the Society and shall serve in an advisory capacity.

ARTICLE VIII: Amendments

Section I.	These Bylaws may be amended by a vote of two-thirds of the Board of Directors present and voting at any meeting of the Society or Board of Directors, provided that the proposed amendment be submitted to the full Board of Directors with the reasons for the proposed change, by publication, at least 7 days prior to the meeting.

Section II.	Without prior notification, amendments of the Bylaws may also be effected by unanimous consent of the Board of Directors voting at a regular meeting of the Society.

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