North Carolina Press Services

Bylaws of North Carolina Press Services

ARTICLE I
OFFICES

SECTION 1. Principal Office. The Corporation’s principal office shall be located at 5171 Glenwood Avenue, Suite 364, Raleigh, Wake County, North Carolina, 27612 or at such other place(s) as may be designated from time to time by the Board of Directors.

SECTION 2. Registered Office. The Corporation’s registered office, which by law is required to be maintained within the State of North Carolina, shall be located at 127 W. Hargett Street, Suite 600, Raleigh, Wake County, North Carolina, 27602, or at such other place(s) within the State of North Carolina as may be designated from time to time by the Board of Directors.

SECTION 3. Other Offices. The Corporation may have offices at such places, either within or outside the State of North Carolina, as the Board of Directors may from time to time determine.

ARTICLE II
SHAREHOLDERS AND MEETINGS

SECTION 1. Shareholder. The sole shareholder of the Corporation shall be the North Carolina Press Association, Inc., acting through its Active Members.

SECTION 2. Annual Meetings. The annual meeting of the Corporation for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held on the same date and at the same time and location as the annual meeting of the North Carolina Press Association, after sixty (60) days notice. If the Annual Meeting takes place at the Winter Institute, the terms of Officers and Directors will begin and end at a special meeting of the board of directors scheduled by the executive committee during the summer months. Otherwise, terms will begin at the conclusion of the Summer Convention.

SECTION 3. Substitute Annual Meeting. If the annual meeting shall not be held on the day designated by these by-laws, a substitute annual meeting may be called in the manner provided for the call of a special meeting in accordance with the provisions of Section 3 of this Article II and a substitute annual meeting so called shall be designated as and shall be treated, for all purposes, as the annual meeting.

SECTION 4. Special Meetings. Special meetings of the Corporation may be called at any time by the President, or any two members of the Board of Directors, or by the sole shareholder pursuant to the written request of not less than one-tenth (1/10th) of its Active Members.

SECTION 5. Place of Meetings. All meetings of the Corporation shall be held at such place, within or outside the State of North Carolina, as may be designated in a duly published notice of such meeting, or as may be otherwise agreed upon in advance by a majority of the Active Members of the sole shareholder entitled to vote at such meeting.

SECTION 6. Notice of Meetings. Written or printed notice to the sole shareholder stating the place, date and hour of a meeting of the Corporation shall be delivered, personally or by mail, by or at the direction of the President, the Secretary-Treasurer or other person authorized to call such meeting, to each Active Member of the NCPA not less than ten (10) or more than fifty (50) days prior to the date of such meeting. A statement of the business to be transacted at an annual or substitute annual meeting need not be set forth in the notice of such meeting except that if any matter is to be considered or acted upon, other than the election of Directors, on which the vote of shareholders is required under the provisions of the North Carolina Business Corporation Act, then a specific statement thereof shall be set forth in such notice. In the case of a special meeting, the notice shall set forth the nature of the business to be transacted. If a meeting shall be adjourned for more than thirty (30) days, notice of such adjourned meeting shall be given as in the case of an original meeting and if the adjournment shall be for less than thirty (30) days no notice thereof need to be given except that such adjournment shall be announced at the meeting at which the adjournment is taken. If mailed, any notice shall be directed to each Active Member of the NCPA at the address of such Active Member as set forth on the NCPA’s records except that if any Active Member of the NCPA shall have filed with the Secretary-Treasurer a written request that notices intended for such Active Member be mailed to some other address, then all notices to such Active Member shall be mailed to the address designated in such request. A notice of the time and the place of the meeting and, in case of a special meeting, the purpose or purposes of such meeting, when printed and published in The North Carolina Press, the official organ of The North Carolina Press Association, shall be sufficient notice of every such meeting.

SECTION 7. Voting Lists. At least ten (10) days before each meeting of a majority the Secretary of the Corporation shall prepare an alphabetical list of the shareholders entitled to vote at such meeting, with the address of and the number of shares held by each, which list shall be kept on file at the Corporation’s registered office for a period of ten (10) days prior to such meeting, and shall be subject to inspection by any shareholder at any time during the usual business hours. The aforementioned list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.

SECTION 8. Quorum. The presence in person of holders of record of one third of the shares entitled to vote at the meeting shall be necessary to constitute a quorum for the transaction of business. In the absence of a quorum, a majority in interest of the shareholders entitled to vote present in person may adjourn the meeting from time to time. At any such adjourned meeting, at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been there present. The shareholders present in person at a meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

SECTION 9. Voting. At each meeting of the Corporation the sole shareholder shall be entitled to one (1) vote for every share standing in its name on the Corporation’s books and all questions, except as otherwise provided by statute, or by the Corporation’s charter, or by these by-laws, shall be determined by a majority of the votes so cast. In voting its shares, the sole shareholder shall act by and through the Active Members of the NCPA, utilizing the procedures prescribed by the NCPA’s by-laws. Voting on all matters, except the election of Directors, shall be by voice vote or by show of hands except that if prior to voting on any particular matter demand shall be made by or on behalf of the holders of not less than one-tenth (10th) of the shares represented at such meeting that the vote thereon be taken by ballot then the vote on such matter shall be taken by ballot.

SECTION 10. Informal Action by Shareholders. Any action which may be taken by the shareholders at a meeting thereof may be taken without a meeting if consent in writing setting forth the action taken, shall be signed by all of the persons who would be entitled to vote upon such action at a meeting and filed with the Corporation’s Secretary-Treasurer. Any consent so filed with the Corporation’s Secretary-Treasurer shall be filed in the corporate minute book in like manner as minutes of a meeting. Any such consent shall have the same force and effect as a unanimous vote of shareholders.

ARTICLE III
BOARD OF DIRECTORS

SECTION 1. General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors.

SECTION 2. Number, Term of Office and Qualifications. The number of Directors shall be fifteen (15), whose terms and criteria for eligibility shall be the same as for the Directors of the North Carolina Press Association.

SECTION 3. Election of Directors. Except as provided in Section 5 of this Article, the Directors shall be elected at the annual meeting of the Corporation.

SECTION 4. Cumulative Voting. Every shareholder entitled to vote in an election of Directors shall have the right to vote the number of shares standing on record in such shareholder’s name for as many persons as there are Directors to be elected and for whose election such shareholder has a right to vote, or to cumulate such vote by giving one (1) candidate as many votes as shall be equal to shares of such shareholder, or by distributing such votes on the same principal among any number of such candidates. This right of cumulative voting shall not be exercised unless some shareholder announces in open meeting, before the voting for the Directors starts, such shareholder’s intention to so vote cumulatively and if such announcement is made, the chair shall declare that all shares entitled to vote have the right to vote cumulatively and shall thereupon grant a recess of not less than one (1) or more than four (4) hours, as he shall determine, or of such other period of time as is unanimously then agreed upon.

SECTION 5. Removal of Directors. The Board of Directors or any individual director may be removed from office with or without cause by a vote of shareholders holding a majority of the shares entitled to vote at an election of Directors.

SECTION 6. Vacancies. A vacancy in the Board of Directors shall be filled by election at an annual meeting of shareholders or at a special meeting of shareholders called for that purpose.

SECTION 7. Compensation of Directors. The Board of Directors may cause the Corporation to compensate Directors for their services as Directors and may provide for the payment by the Corporation of all expenses incurred by Directors in attending regular and special meetings of the Board.

SECTION 8. Executive Committee. The Board of Directors may, by the vote of a majority of the entire Board, designate three (3) or more Directors to constitute and serve as an Executive Committee, which committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation.

ARTICLE IV
MEETING OF THE DIRECTORS

SECTION 1. Regular Meetings. A regular annual meeting of the Board of Directors may be held immediately after the annual meeting of the Corporation and if not then held shall be held within a reasonable time thereafter.

SECTION 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors.

SECTION 3. Place of Meetings. Meetings of the Board of Directors may be held within or without the State of North Carolina.

SECTION 4. Notice of Meetings. Regular meetings of the Board of Directors may be held without notice at such place or places as the Board of Directors may from time to time designate. Written notice of every special meeting of the Board of Directors, stating the time, place and purpose or purposes of the meeting, shall be delivered to each member of the Board of Directors not less than three days before the date of any such special meeting, either personally or by mail, at the direction of the Chairman (if he called the meeting) or the Board of Directors. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail, addressed to the Director at his address as it appears on the records of the Corporation, with postage thereon prepaid. Any notice of any regular or special meeting of the Board of Directors printed and published in The North Carolina Press shall constitute a sufficient notice to every member of the Board of Directors to whom a copy of The North Carolina Press containing such notice is mailed. The presence of a director at a meeting shall constitute a waiver of notice of that meeting except only when such director attends the meeting solely for the purpose of objecting to the transaction of any business threat, on the ground that the meeting has not been lawfully called, and does not otherwise participate in such meeting.

SECTION 5. Quorum and Manner of Acting. A majority of the number of Directors fixed by these by-laws as the number of Directors of the Corporation shall constitute a quorum for the transaction of any business at any meeting of the Board of Directors. Except as otherwise expressly provided in these bylaws, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The vote of a majority of the number of Directors fixed by these by-laws as the number of Directors of the Corporation shall be required to adopt a resolution appointing an Executive Committee, and the vote of a majority of the Directors then holding office shall be required to adopt, amend or repeal a by-law or to dissolve the Corporation pursuant to the provisions of the North Carolina Business Corporation Act without shareholder consent.

SECTION 6. Chairman and Secretary of the Board. The President of the Corporation shall be Chairman of the Board of Directors and the Secretary-Treasurer of the Corporation shall be the Secretary of the Board of Directors.

SECTION 7. Informal Action of Directors. Action taken by a majority of the Directors without a meeting shall constitute Board action if written consent to the action in question is signed by all the Directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.

SECTION 8. Resignations. Any Director may resign at any time by giving written notice to the President or the Secretary-Treasurer of the Corporation. Such resignation shall take effect at the time specified therein, or if no time is specified therein, at the time such resignation is received by the Corporation’s President or Secretary-Treasurer unless it shall be necessary to adopt such resignation before it becomes effective, in which event the resignation shall take effect upon its acceptance by the Board of Directors. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

SECTION 9. Vacancies Filled. In the event of a vacancy in the office of Vice President or Secretary-Treasurer, the Board of Directors shall fill the vacancy for the remainder of the term. In the event of a vacancy among the Directors elected as such by the shareholders of the Corporation, the vacancy shall be filled by the Board of Directors for the remainder of the fiscal year during which such vacancy occurred; the shareholders shall fill the vacancy for the remainder of the term at the next Annual Meeting after the vacancy occurred.

ARTICLE V
OFFICERS

Section 1. Number of Officers. The Corporation’s officers shall be a President, one (1) or more Vice-Presidents, a Secretary-Treasurer, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article V.

Section 2. Election of President and Vice Presidents. The President and each Vice President shall be elected at the Annual Meeting of the Corporation. Election as President or Vice-President of the NCPA shall constitute election to the counterpart office of the Corporation. The Secretary-Treasurer shall be elected by the Board of Directors to serve at the pleasure of the Board. The President and each Vice-President shall be elected for terms of one year and until their respective successors shall be elected and qualified.

Section 3. Subordinate Officers and Agents. The Board of Directors from time to time may appoint other officers or agents, each of whom shall hold office for such period, have such authority, and perform such duties as the board of Directors from time to time may determine. The Board of Directors may delegate to any officer or agent the power to appoint any subordinate officer or agent and to prescribe his respective authority and duties.

Section 4. Removal. The President and any Vice-President may be removed by vote of the shareholders at a special meeting of the shareholders called for that purpose. The Secretary-Treasurer and any officer appointed in accordance with the provisions of Section 3 of this Article V may be removed, either with or without cause, by the Board of Directors, by a majority vote of the Directors present at any meeting, or by any officer or agent upon whom such power of removal may be conferred by the Board of Directors. The removal of any person from office shall be without prejudice to the contract rights, if any, of the person so removed.

Section 5. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the Corporation’s President or if he were appointed by an officer or agent in accordance with Section 3 of this Article V, by giving written notice to the officer or agent who appointed him. Any such resignation shall take effect upon its being accepted by the Board of Directors or by the officer or agent appointing the person so resigning.

Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, or disqualification, or any other cause, shall be filled for the unexpired portion of the term in the manner prescribed by these by-laws for regular appointments or elections to such offices.

Section 7. President. The President shall be the Corporation’s chief executive officer and subject to the instructions of the Board of Directors, shall have general charge of the Corporation’s business, affairs and property and control over its other officers, agents and employees. He shall preside at all meetings of the shareholders and of the Board of Directors at which he may be present. The President shall do and perform such other duties as from time to time may be assigned to him by the Board of Directors.

Section 8. Vice-President. At the request of the President, or in his absence or disability, the Vice-President, and if there be more than one (1) Vice-President, the Vice-President designated by the Board of Directors, or in the absence of such designation, the Vice-President designated by the president, shall perform all the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-Presidents shall perform such other duties and have such authority as from time to time may be assigned to them by the Board of Directors.

Section 9. Secretary-Treasurer. The Secretary-Treasurer shall keep the minutes of the meetings of shareholders and of the Board of Directors, and shall see that all notices are duly given in accordance with the provisions of these by-laws or as required by law. He shall be custodian of the Corporation’s records, books, reports, statements, certificates and other documents and of the Corporation’s seal, and see that the seal is affixed to all share certificates prior to their issuance and to all documents requiring such seal. In general, he shall perform all duties and possess all authority incident to the office of Secretary, and he shall perform such other duties and have such other authority as from time to time may be assigned to him by the Board of Directors. The Secretary-Treasurer shall have supervision over the Corporation’s funds, securities, receipts and disbursements of the Corporation. He shall keep full and accurate accounts of the Corporation’s finances in books especially provided for that purpose, and he shall cause an audited statement of its assets and liabilities, as of the close of each fiscal year, and of the results of its operations and of changes in surplus for such fiscal year, all in reasonable detail, to be made by a Certified Public Accountant and filed at the Corporation’s registered or principal office within four (4) months after the end of such fiscal year. The statement so filed shall be kept available for inspection by any shareholder for a period of ten (10) years and the Secretary-Treasurer shall mail or otherwise deliver a copy of the latest such statement to any Active Member of the NCPA upon written request for the same. He shall in general perform all duties and have all authority incident to the office of Treasurer and shall perform such other duties and have such other authority as from time to time may be assigned or granted to him by the Board of Directors. He may be required to give a bond for the faithful performance of his duties in such form and amount as the Board of Directors may determine.

Section 10. Duties of Officers May Be Delegated. In case of the absence of any officer of the Corporation or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of such officer to any other officer or to any director for the time being provided a majority of the entire Board of Directors concurs therein.

Section 11. Salaries of Officers. No officer shall be prevented from receiving a salary as such officer or from voting thereon by reason of the fact that he is also a director of the Corporation. The salaries of the Corporation’s officers, including such officers as may be Directors shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any officer who has been given power to appoint subordinate officers or agents, as provided in Section 3 of this Article V, the authority to fix the salaries or other compensation of any such officers or agents appointed by him.

ARTICLE VI
CONTRACTS, LOANS, DEPOSITS, CHECKS, DRAFTS, ETC.

Section 1. Contracts. Except as otherwise provided in these by-laws the Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or to execute or deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on the Corporation’s behalf and no evidences of indebtedness shall be issued in its name, unless and except as authorized by the Board of Directors. Any officer or agent of the Corporation thereunto so authorized may effect loans or advances for the Corporation and for such loans and advances may make, execute and deliver promissory notes, bonds, or other evidences of indebtedness of the corporation. Any such officer or agent, when thereunto so authorized, may mortgage, pledge, hypothecate or transfer as security for the payment of any and all loans, advances, indebtednesses and liabilities of the Corporation any real property and all stocks, bonds, other securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same, and do every act and thing necessary or proper in connection therewith. Such authority may be general or confined to specific instances.

Section 3. Deposits. All corporate funds shall be deposited from time to time to the credit of the Corporation in such banks or trust companies or with such bankers or other depositories as the Board of Directors may select, or as may be selected by any corporate officer or officers, agent or agents to whom such power may from time to time be given by the Board of Directors.

Section 4. Checks, Drafts, Etc. All notes, drafts, acceptances, checks and endorsements or other evidences of indebtedness shall be signed by the President or a Vice President and by the Secretary-Treasurer, or in such other manner as the Board of Directors from time to time may determine. Endorsements for deposit to the Corporation’s credit in any of its duly authorized depositories will be made by the President or Secretary-Treasurer or by any officer or agent who may be designated by resolution of the Board of Directors in such manner as such resolution may provide.

ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificate for Shares. Certificates for shares of the Corporation shall be in such form as shall be approved by the Board of Directors. They shall be signed by the President or a Vice-President and by the Secretary-Treasurer and sealed with the Corporation’s seal, which seal may be a facsimile, engraved or printed.

Section 2. List of Shareholders; Limitation on Transfers. A book shall be kept containing the names, alphabetically arranged, of all shareholders of the Corporation, showing their places, publication and the date when they became shareholders and the amount paid thereon. The Corporation shall be entitled to treat the holder of record of any share or shares as the holder and owner thereof and shall not be bound to recognize any legal, equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of North Carolina. All shares shall be owned by the North Carolina Press Association and may not be transferred except pursuant to a resolution duly adopted by the Active Members of the NCPA.

Section 3. Lost or Destroyed Certificates. The holder of any share of the Corporation shall immediately notify the Corporation of any loss, destruction, theft or mutilation of the certificate therefore and the Corporation, with the approval of the Board of Directors, may issue a new certificate for such share or shares in the place of such certificate theretofore issued by is alleged to have been lost, destroyed, stolen or mutilated. The Board of Directors in its discretion may require the owner of the certificate alleged to have been lost, destroyed, stolen or mutilated, or his legal representative to give the Corporation and its transfer agent and its registrar, if any, before the issuance of such new certificate, a bond of indemnity in such sum and in such form and with such surety or sureties as the Board of Directors may direct or the Board, by resolution reciting that the circumstances justify such action, may authorize the issuance of such new certificate without requiring such bond.

Section 4. Regulations. The Board of Directors may make such rules and regulations as it may deem expedient concerning the issuance and transfer to certificates for the Corporation’s shares and may appoint transfer agents or registrars, or both, and may require all certificates of stock to bear the signature of either or both.

Section 5. Closing Transfer Books and Fixing Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividends, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the share transfer books shall be closed for a stated period but not to exceed, in any case, fifty (50) days. If the share transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the share transfer books, the Board of Directors may fix in advance a date as the record date in any case to be not more than fifty (50) days and, in case of a meeting of shareholders, not less than ten (10) days immediately preceding the date on which the particular action, requiring such determination of shareholders is to be taken. If the share transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted as the case may be shall be the record date for such determination of shareholders.

ARTICLE VIII
GENERAL PROVISIONS

Section 1. Corporate Seal. The Corporation seal shall be in such form as shall be approved from time to time by the Board of Directors.

Section 2. Fiscal Year. The fiscal year of the Corporation shall be established by resolution of the Board of Directors.

Section 3. Waiver of Notice. Whenever any notice is required to be given to any shareholder or director under the provision of the North Carolina Business Corporation Act or under the provisions of the Corporation’s charter or by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Section 4. Amendments. Except as otherwise herein provided, these by-laws may be amended or repealed and new by-laws may be adopted by the affirmative vote of a majority of the Directors then holding office at any regular or special meeting of the Board of Directors. The Board of Directors shall not have power to adopt a by-law: (1) requiring more than a majority of the voting shares for a quorum at a meeting of shareholders or more than a majority of the votes cast to constitute action by the shareholders, except where higher percentages are required by law; (2) providing for the management of the Corporation other than by the Board of Directors or its Executive Committee; (3) increasing or decreasing the number of Directors; or (4) classifying or altering the terms of Directors. The shareholders may make, alter, amend or repeal the Corporation’s by-laws at any annual meeting or at a special meeting called for such purpose and by-laws adopted by the Directors may be altered or repealed by the shareholders. No by-law adopted or amended by the shareholders shall be altered or repealed by the Board of Directors.

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