MRE Constitution

Constitution

This Association shall be known as “Military Reporters and Editors,” or “MRE.”

Article II
Mission
The Association exists to advance public understanding of the military, national security and homeland defense; to educate and share information with its members and the public on best practices, tools and techniques for such coverage; to represent the interests of working journalists to the government and military; and to assure that journalists have access to places where the U.S. military and its allies operate.

Article III
Membership
Section 1. MRE shall consist of persons whose professional qualifications and character, in the judgment of the Board of Directors, hereinafter constituted, shall warrant their election to any one of the following classifications:
(a) Active Members: Persons concerned about reporting on the military, national security and homeland defense, and whose principle activity meets one or more of the following criteria:
(i) Duly qualified reporters of newspapers, magazines, newsletters, news services or other publications, which have been issued regularly and are supported by advertising or paid subscription but which are not house organs of any organization or movement.
(ii) Editors, writers, publishers, editorial and news cartoonists and artists, or news photographers regularly employed by such publications or news services.
(iii) Reporters, editors, writers and producers of public affairs and news, and photographers and videographers regularly employed by publications, broadcasting stations, news agencies, networks, on-line news services and other news disseminating media. This shall include freelance journalists who qualify in any of the above criteria.
(b.) Academic Members: Persons who are employed in journalism education at the college level such as instructors, professors or deans, but excluding those who serve in a public information capacity for educational institutions; students at recognized colleges, schools or departments of journalism.
(c) Associate Members: Persons to whom the Board of Directors, by a three-fourths vote, has granted limited membership, which shall be examined at least annually by the Board and, in accordance with its guidelines, may be revoked at any time by a super-majority of those members of the Board entitled to vote. Associate members may participate in all MRE activities, but may not vote or hold office in the association.
(d) Institutional Members: Organizations, agencies and companies that support MRE and its mission, but whose members, employees or officers are not eligible for MRE membership. Representatives of Institutional Members may attend all MRE events and meetings, but may not vote or hold office in the association.
Section 2. Admission to membership shall be by vote of the Board of Directors, under procedures established in the Bylaws. The Board at its sole discretion shall make all determinations regarding professional standing of applicants and members. The Board shall have the power to require applicants and members to submit written representations on issues bearing on their qualifications for Active membership. The Board may delegate authority to accept and approve members to a Membership Chairman, as provided in the Bylaws.
Section 3. The Board of Directors shall have the right to suspend or expel a member for cause. This shall be done only by a vote of a majority of all the members of the Board entitled to vote, after a hearing at which the accused member shall have the right to be present and in conformity with rules which the Board shall adopt.
Section 4. Member dues shall be set by a majority vote of the Board of Directors.

Article IV
Governance
Section 1. There shall be a Board of Directors as the governing body of MRE. The business and affairs of MRE shall be managed by or under the direction of the Board. The Board of Directors may exercise all such powers of MRE and do all such lawful acts and things that are not by law, articles of incorporation, constitution or bylaws required to be done by the members.  The Board of Directors shall have full control of the property of MRE, and is empowered to accept grants or other financial support on behalf of the association.
Section 2. The officers of MRE shall consist of a President, a Vice President, a Secretary, and a Treasurer, each of whom shall be an Active member. No person shall simultaneously hold more than one office, except in an emergency as determined by the Board of Directors. The duties of said officers shall be listed in the Bylaws.
Section 3. The Board of Directors shall consist of the officers of MRE, each of whom shall be elected for a period of two years, and three Active Members. The terms of the Board of Directors members may be staggered so that as nearly as possible the same number of full terms shall be filled at each election. Each Director and officer, including any appointed or elected to fill a vacancy, shall hold office until his or her successor is appointed and qualified, excepting earlier resignation or death.
Section 4. Neither the Board nor any officer shall undertake any action that would disqualify MRE from tax-exempt status under Section 501 (c) (3) of the Internal Revenue Service Code and applicable regulations, as may be amended from time to time.

Article V
Resignations and Vacancies
Section 1. An officer or Director may resign at any time by delivering written notice to the President or the Secretary of MRE. Unless otherwise specified in the notice, such resignation shall take effect immediately upon receipt, and the acceptance of the resignation shall not be necessary to make it effective.
Section 2. In the event of a vacancy in the Office of the President, the Vice President shall immediately succeed to the Office of President, and shall serve until the annual meeting following the next annual elections.
Section 3. For all other vacancies, the Board of Directors may call a special election or, by a majority vote of Directors present and voting, may appoint an eligible member to fill such vacancy. A member so appointed as a Director shall serve until the annual meeting following the next annual election, at which election a successor shall be elected to serve the remainder of the unexpired term.

Article VI
Quorums
Section 1. Membership Meetings: Except as otherwise provided by law or by MRE’s articles of incorporation, the Active members present shall constitute a quorum at all meetings of the members, duly called, for the transaction of business. The members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough members to leave the meeting with less than a quorum; however, no action requiring a vote shall be taken unless a quorum is present.
Section 2. Board of Directors Meetings: At all meetings of the Board of Directors or committees of the Board, a majority of the total number of Directors and officers or committee members entitled to vote shall constitute a quorum for the transaction of business. However, the Board also may conduct votes by email, provided such votes are filed within the minutes of the Board.

Article VII
Meetings
Section 1. MRE shall hold an annual meeting as shall be designated by the Board of Directors.
Section 2. Unless otherwise provided by law or articles of incorporation, the Board of Directors may call special meetings of the Active members, for any purpose or purposes, at any time. A special meeting of the Active members shall be called by the President within three weeks of his or her receipt of a written request for such a meeting by twenty-five Active members, which request shall include a statement of the purpose or purposes of the proposed meeting.
Section 3. Notice of all meetings of members, stating the place, date and hour of the meeting, shall be posted on MRE’s web site and sent by email to all members not less than thirty days before the date of the meeting. In the case of a special meeting, such notice shall include a statement of the purpose or purposes of the meeting. Business transacted at any special meeting shall be limited to the purpose or purposes stated in the notice.
Section 4. Roberts Rules of Order shall be the determining reference whenever questions arise on points of order during the annual meeting of MRE or in any meeting of the Board of Directors.
Section 5. Minutes of all meetings shall be posted on MRE’s web site, or made available in writing by request.

Article VIII
Amendments
Section 1. This Constitution may be amended at any duly called meeting of the Active members of MRE.
Section 2. Amendments to the Constitution may be proposed by the Board of Directors, by a vote of a majority of members of the Board entitled to vote, or by fifty Active members in good standing by petition to the President and Secretary.
Section 3. Proposed amendments shall be emailed to each Active member and posted on MRE’s web site not less than 30 days before the meeting at which they are to be considered.
Section 4. No amendment may be proposed which has not been submitted to the members in advance as provided in Section 2. However, any germane modification or substitution for a proposed amendment shall be put to a vote of the Active members if filed with the Secretary in writing, with the signature of ten or more Active members, at least seven days prior to the scheduled meeting. Such proposed modification, substitute or addition immediately upon receipt shall be posted on MRE’s web site. When an amendment is under consideration at a duly called meeting, an Active member may offer from the floor, without advance notice, any revision designed to clarify or perfect, but not to change the sense of the original amendment.
Section 5. To be adopted, a proposed amendment to the Constitution must receive the affirmative votes of two-thirds of the Active members present at a duly called meeting at which a quorum is present.
Section 6. The Bylaws of MRE and amendments thereto promulgated by the Board of Directors shall be posted on MRE’s web site for a period of 30 days, and written notice of such amendments shall be emailed to members. At the expiration of that period, the Board may adopt the Bylaws and amendments as promulgated.

Article IX
Miscellaneous
Section 1. No officer, Director or member shall receive personal financial gain or otherwise profit from official acts of the Association.
Section 2. In the event of dissolution of Military Reporters and Editors, all assets remaining after payment of all outstanding debts shall be transferred by the Board of Directors to any not-for-profit corporation, trust, foundation or other organization with similar educational purposes, which, at the time of transfer, is exempt from federal taxation under Section 501 (c) (3) of the Internal Revenue Code, as may be from time to time amended.