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Board sends Bylaws proposal to membership
The TPA Board of Directors voted on February 10, 2010 to send a proposal by the Constitution and Bylaws Committee to a full membership vote by ballot. Ballots were mailed on February 24 to the publisher or general manager of each TPA member newspaper. TPA's regional directors are available to answer questions and will contact newspapers for which a ballot has not been received. A list of regional directors follows the language of the proposal.

The Constitution and Bylaws Committee hereby proposes amending Article IX of the TPA Constitution and Bylaws as follows:

The words "full-membership" be replaced with "participating members", meaning future amendments be approved by a two-thirds majority of the voting membership, rather than a two-thirds majority vote of the full membership. As it currently reads, a non-vote is the equivalent of a vote against, thus making it difficult for any amendment to pass, and counterpoint to the Bylaws Committee's original intent with its inception in 2004. This proposal, examined by TPA attorney Rick Hollow, will remedy that issue. All ballots will still be mailed to the publisher of each TPA member publication and given the same opportunity to vote and/or speak opinions.A case statement enclosed with this ballot contains more information. A report of this ballot initiative, including individual voting results, will be presented at the June 24, 2010 meeting of the Board of Directors and will be made available to the general membership. Should you have any questions, please contact your TPA Regional Director:
list of newspapers in each district

Case statement from the Constitution and Bylaws Committee

TPA Directors by District:

Lynn Richardson, Dist. 1 Director, Herald and Tribune, Jonesborough
(423) 753-3136

Jack McElroy, Dist. 2 Director, News Sentinel, Knoxville
(865) 523-3131

Chris Vass, Dist. 3 Director, Chattanooga Times Free Press
(423) 756-6900

Mike DeLapp, Dist. 4 Director, Herald-Citizen, Cookeville
(931) 526-9715

Hugh Jones, Dist. 5 Director, Shelbyville Times-Gazette
(931) 684-1200

Andrew Oppmann, Dist. 6 Director, The Leaf-Chronicle, Clarksville
(931) 552-1808

John Finney, Dist. 7 Director, Buffalo River Review, Linden
(931) 589-2169

Brad Franklin, Dist. 8 Director, The Lexington Progress
(731) 968-6397

Joel Washburn, Dist. 9 Director, Dresden Enterprise
(731) 352-3323

Eric Barnes, Dist. 10 Director, The Daily News, Memphis
(901) 523-1561

TPA Member Newspapers by District

District One
Bean Station, Grainger Today
Bristol, Bristol Herald Courier
Elizabethton, Elizabethton Star
Erwin, The Erwin Record
Greeneville, The Greeneville Sun
Jefferson City, The Standard Banner
Johnson City, Johnson City Press
Jonesborough, Herald and Tribune
Kingsport, Kingsport Times-News
Morristown, Citizen Tribune
Mountain City, The Tomahawk
Newport, The Newport Plain Talk
Rogersville, Rogersville Review

District Two
Clinton, The Courier-News
Harriman, The Harriman Record/Rockwood Times
Kingston, The Roane County News
Knoxville, News Sentinel
Lenoir City, News-Herald
Maryville, The Daily Times
Maynardville, The Union News Leader
Oak Ridge, The Oak Ridger
Pigeon Forge, Tennessee Star Journal
Sevierville, The Mountain Press
Tazewell, The Claiborne Progress

District Three
Athens, The Daily Post-Athenian
Benton, Polk County News
Chattanooga, Chattanooga Times Free Press
Chattanooga, Hamilton County Herald
Cleveland, Cleveland Daily Banner
Dayton, The Herald-News
Dunlap, The Dunlap Tribune
Jasper, Jasper Journal
Pikeville, The Bledsonian-Banner
South Pittsburg, South Pittsburg Hustler
Sweetwater, The Advocate & Democrat

District Four
Byrdstown, Pickett County Press
Carthage, Carthage Courier
Celina, Citizen-Statesman
Celina, Dale Hollow Horizon
Cookeville, Herald-Citizen
Crossville, Crossville Chronicle
Gainesboro, Jackson County Sentinel
Hartsville, The Hartsville Vidette
Jamestown, Fentress Courier
Lafayette, Macon County Chronicle
Lafayette, Macon County Times
LaFollette, The LaFollette Press
Livingston, Livingston Enterprise
Livingston, Overton County News
Oneida, Independent Herald
Oneida, Scott County News
Sparta, The Sparta Expositor
Spencer, The Mountain View
Wartburg, Morgan County News

District Five
Fayetteville, Elk Valley Times
Lynchburg, The Moore County News
Manchester, Manchester Times
McMinnville, Southern Standard
Murfreesboro, The Daily News Journal
Shelbyville, Shelbyville Times-Gazette
Smithville, The Middle Tennessee Times
Smithville, Smithville Review
Tracy City, Grundy County Herald
Tullahoma, The Tullahoma News
Winchester, The Herald-Chronicle
Woodbury, Cannon Courier

District Six
Ashland City, Ashland City Times
Clarksville, The Leaf-Chronicle
Dickson, The Dickson Herald
Dover, The Stewart-Houston Times
Gallatin, The News Examiner
Gallatin, The Gallatin Newspaper
Lebanon, The Lebanon Democrat
Lebanon, The Wilson Post
Mt. Juliet, Mt. Juliet News
Nashville, The Tennessean
Portland, The Portland Leader
Portland, The Portland Progressive
Springfield, Robertson County Times
Waverly, The News-Democrat
Westmoreland, The Westmoreland Observer

District Seven
Ardmore, Your Community Shopper
Centerville, Hickman County Times
Columbia, The Daily Herald
Fairview, The Fairview Observer
Hohenwald, Lewis County Herald
Lawrenceburg, The Democrat-Union
Lewisburg, Marshall County Tribune
Linden, Buffalo River Review
Pulaski, Pulaski Citizen
Waynesboro, The Wayne County News

District Eight
Bolivar, Bulletin Times
Camden, The Camden Chronicle
Henderson, Chester County Independent
Huntingdon, Carroll County News-Leader
Jackson, The Jackson Sun
Lexington, The Lexington Progress
McKenzie, The McKenzie Banner
Parsons, The News Leader
Savannah, The Courier
Selmer, Independent Appeal

District Nine
Dresden, Dresden Enterprise
Dyer, The Tri-City Reporter
Dyersburg, State Gazette
Humboldt, The Humboldt Chronicle
Martin, Weakley County Press
Milan, The Milan Mirror-Exchange
Paris, The Paris Post-Intelligencer
Tiptonville, Lake County Banner
Trenton, The Gazette
Union City, Union City Daily Messenger

District Ten
Alamo, The Crockett Times
Bartlett, Bartlett Express
Brownsville, The States-Graphic
Collierville, Collierville Herald
Covington, The Leader
Germantown, Germantown News
Halls, The Halls Graphic
Memphis, The Commercial Appeal
Memphis, The Daily News
Memphis, Memphis Business Journal
Millington, The Millington Star
Ripley, The Lauderdale County Enterprise
Ripley, The Lauderdale Voice
Somerville, The Fayette Falcon

NOTICE TO TPA MEMBERS

DATE:        Jan. 6, 2010
TO:             TPA Members
FROM:       TPA Bylaws Committee
SUBJECT: Bylaws Committee to Propose Amendment

The TPA Bylaws Committee will propose an amendment to Article IX of its Constitution at the upcoming TPA Board of Directors Meeting in Nashville on Feb. 10, 2010. A discussion inclusive of the membership will occur during the meeting.

The proposed amendment specifically proposes that the words "full-membership" be replaced with "participating member", meaning future amendments be approved by a two-thirds majority of the voting membership, rather than a two-thirds majority vote of the full membership. As it currently reads, a non-vote is the equivalent of a vote against, thus making it difficult for any amendment to pass, and counterpoint to the Bylaws Committee's original intent with its inception in 2004. This proposal, examined by TPA attorney Rick Hollow, will remedy that issue. All ballots will still be mailed to the publisher of each TPA member publication and given the same opportunity to vote and/or speak opinions.

Still, it is very important for all member publications to cast their vote in this upcoming referendum, at least to determine whether such a measure should be passed.

The bylaws require that any proposed amendments be given at least two weeks notice and open to the full-membership for discussion at either said winter or summer board meeting.

Following is a case statement with more information.

Steve Lake, Chairman
TPA Bylaws Committee

Case Statement

1. The Tennessee Press Association (TPA) is somewhat hindered from making amendments to its Constitution and Bylaws (henceforth simply termed “Bylaws”).

There is concern that should any considerable or necessary need arise to make an amendment, it cannot be performed in a timely or fair manner.

To make further amendments, these Bylaws now require a two-thirds majority vote of the entire membership; yet nothing assures an individual member will vote and as it now stands a non-vote is the equivalent of a vote against.

2. CASE IN POINT: During the only full-membership vote to date, held in accordance with the 2004 amendment structuring this protocol, TPA received votes from precisely two-thirds of its membership, meaning for the proposed amendment to have passed, it would have necessitated a unanimous vote.

3. BYLAWS COMMITTEE RECOMMENDATION:
The Bylaws Committee proposes Article IX of the Tennessee Press Association Constitution be replaced with the following text:
The constitution and bylaws may be amended, altered or revised by a two-thirds majority vote of the participating members; having first been approved by the board to warrant such consideration, likewise by a two-thirds majority vote, provided that notice of such proposed amendment or revision shall be given at least two weeks prior to said board meeting, held at either the Winter or Summer Convention and permitting a so-proclaimed discussion inclusive of the full-membership. Upon approval of the board, ballots are to be made available to all members approximately two weeks following, each member publication receiving one vote by its publisher or someone permissibly acting on his or her behalf. All ballots are to be returned to an unbiased third party designated by the board for collection and counting. Results are then to be announced at the next regularly scheduled board meeting and take effect at its conclusion. Amendments adopted at the convention shall go into effect upon the final adjournment of that convention, unless an emergency exists that is otherwise stated and recognized by the meeting convened.

4. BYLAWS COMMITTEE BACKGROUND: The Bylaws Committee was originated in 2003 when then-President Janet Rail named Steve Lake chair and charged the committee with drafting possible language for admitting free circulation newspapers for associate membership to be voted upon at an upcoming board meeting. Its original members were: Chairman Lake, Jay Albrecht, Ralph Baldwin, Mike Fishman, Bob Parkins and Michael Williams.

In the process, the Bylaws Committee at that time determined that when it came to making changes to our Constitution and Bylaws, essentially affecting who we are and for what we stand as an association, that it would best be served by a two-thirds majority vote of our entire membership, not just those present at a meeting, not just our board of directors and those whom felt most strongly about an issue; but as a collective whole. And that the best means of going about this was by way of referendum: granting a single vote to each member publication.

The amendment was ratified November 2004 at the TPA Fall Board Meeting in Nashville.

5. VAGUENESS OF ARTICLE IX: Leading up to the 2005 Summer Convention in Kingsport, after the amendment had passed, it was brought to the Bylaws Committee’s attention that the first sentence of Article IX could be interpreted to mean two-thirds of the entire membership, despite the Bylaws Committee's intention of the voting membership.

Legal counsel Rick Hollow reviewed the article and concluded it straight-forward to mean two-thirds of the entire membership, regardless of whether they voted or not and that there was nothing that could be done about it short of following the procedure it laid out to amend it.

Therefore, ratifying this proposed amendment will take Article IX to where it was originally intended it to be.

6. 2005 FULL-MEMBERSHIP VOTE BACKGROUND: At the summer convention in Kingsport, with proper notice having been provided, the Board of Directors held a special session of the general membership hearing testimony in regard to the admittance of free circulation newspapers as associate members.

Following, the board found the issue important enough to take to a full-membership vote, now required by the current reading of the Bylaws. It should be noted that this did not necessarily signify they were in favor of the issue, but that the issue was important enough to be voted on through due process.

As required by the Bylaws, a third party distributed, collected and counted ballots, in this case accounting firm McFarland & Gann, involving all 129 member newspapers at that time. 86 ballots were returned by deadline: 39 in favor and 47 against.

7. CURRENT READING OF ARTICLE IX: The constitution and bylaws may be amended, altered or revised by a two-thirds majority vote of the full-membership; having first been approved by the board to warrant such consideration, likewise by a two-thirds majority vote, provided that notice of such proposed amendment or revision shall be given at least two weeks prior to said board meeting, held at either the Winter or Summer Convention and permitting a so-proclaimed discussion inclusive of the full-membership. Upon approval of the board, ballots are to be made available to all members approximately two weeks following, each member publication receiving one vote by its publisher or someone permissibly acting on his or her behalf. All ballots are to be returned to an unbiased third party designated by the board for collection and counting. Results are then to be announced at the next regularly scheduled board meeting and take effect at its conclusion. Amendments adopted at the convention shall go into effect upon the final adjournment of that convention, unless an emergency exists that is otherwise stated and recognized by the meeting convened.

TPA is a primary media sponsor of the Governor's Books from Birth Foundation Imagination Library project.