Article I

Officers

Section 1. President: The President shall serve as Chair of the Board of Directors, and shall be the principal executive officer of Military Reporters and Editors. Subject to the control and direction of the Board of Directors, the President shall in general supervise the business and affairs of MRE, and shall ensure that all orders and resolutions of the Board of Directors are carried into effect. The President shall preside at all meetings of MRE. With the Secretary or any other proper officer of MRE, authorized by the Board of Directors, the President may sign and execute any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed or has delegated to his or her discretion to execute on behalf of MRE, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of MRE, or shall be required by law to be otherwise signed or executed. In general, the President shall perform all duties incident to the Office of the President, shall supervise all programs of MRE, shall act as the primary spokesman for the organization, and have such other powers as the Board of Directors may from time to time prescribe.

Section 2. Vice President: The Vice President, in the absence of the President or in the event of the President’s inability or refusal to act, shall perform the duties of the President. When so acting he or she shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. The Vice President shall serve as Membership Chair, responsible for recruiting members, verifying their qualifications for membership in the appropriate class, and proposing applicants for membership to the Board of Directors. As Membership Chair, the Vice President shall maintain the official roster of MRE members.

Section 3. Secretary: The Secretary or a designee under the direction of the Secretary shall be responsible for and supervise all elections and all issues put to a vote of the Active members, shall keep the records of MRE, shall attend all meetings of the members and of the Board of Directors, and shall record all the proceedings of the meetings of the members and of the Board of Directors. The Secretary shall see that all notices are duly given in accordance with the Constitution and these Bylaws or as required by law or directed by the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. The Secretary shall cause the posting of official notices on the MRE web site as may be necessary for the information of members. The Secretary shall have custody of any corporate seal of MRE, and shall have the authority to affix the same to any instrument requiring it and when so affixed it may be attested by the signature of the Secretary. The Board of Directors may give general authority to any other officer to affix the seal of MRE and to attest the affixing by such officer’s signature. The Secretary may attest all instruments signed on behalf of MRE by the President or Vice President. The Secretary shall in general perform all duties incident to the Office of Secretary and such other duties as the Board may from time to time prescribe.

Section 4. Treasurer: The Treasurer shall be the custodian of all corporate funds and securities of MRE, shall see to the discharge of all financial obligations of MRE, shall have general charge of MRE’s finances, shall see that full and accurate accounts of receipts and disbursements are kept in books belonging to MRE, and shall see that all moneys and other valuable effects are deposited in the name and to the credit of MRE in such depositories as may be designated by the Board of Directors. The Treasurer shall see that funds of MRE are disbursed as ordered by the Board of Directors and that proper vouchers are taken for such disbursements. The Treasurer shall render to the President upon his or her request to the Board, at its regular meeting or when the Board requests, an account of all financial transactions of MRE and of the financial condition of MRE. The Treasurer, in coordination with the President, shall prepare an annual operating budget for consideration by the Board of Directors, and shall perform all other duties incident to the Office of Treasurer and such other duties as the Board may from time to time prescribe.

Article II

Board of Directors

Section 1. First Meeting of Each Board: The first meeting of each newly elected Board of Directors shall be held immediately after the annual meeting, and no notice of such meeting shall be necessary in order to constitute the meeting legally, provided a quorum is present. In the event such meeting is not held at that time, such first meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board, or as shall be specified in a written waiver of notice signed by all of the Directors.

Section 2. Regular Meetings: Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be determined by the Board. The Board shall meet at least once each year, in addition to the meeting specified in Section 1, above.

Section 3. Special Meetings: Special Meetings of the Board of Directors or any committee thereof shall be held whenever called by the President or the chair of such committee, as the case may be. Notice of the meeting shall be mailed to each Director or committee member, addressed to him or her at home or usual place of business, at least two weeks before the day on which the meeting is to be held, or shall be sent to him or her at such place by facsimile, email or other similar device, or be delivered personally or by telephone. The notice shall state the date, time and place of the meeting and the purpose thereof, except as otherwise expressly provided by law or MRE’s Constitution or these Bylaws.

Section 4. Required Vote: Except as otherwise provided by law or by MRE’s Constitution or by these Bylaws, the vote of a majority of those Directors entitled to vote present at any duly called meeting at which a quorum is present shall be the act of the Board of Directors. The vote of a majority of the voting members of any committee at any duly called meeting at which a quorum is present shall be the act of that committee.

Section 5. Presumption of Assent: A Director of MRE who is present at a meeting of the Board of Directors at which action on any matter is taken shall be presumed to have assented to the action unless his or her dissent is entered in the minutes of the meeting or unless he or she files a written dissent to such action with the person acting as secretary of the meeting before adjournment, or forwards such dissent by registered mail to the Secretary of MRE within two business days after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Section 6. Telephone Meetings: Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board or such committee by means of a conference call telephone or by means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting.

Section 7. Action Without a Meeting: Unless otherwise restricted by law or by MRE’s Constitution or by these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee composed exclusively of Board members may be taken without a meeting, if all members of the Board or the committee, as the case may be, participate in voting by email or subsequent successor technological means. Such writing or writings shall be submitted to the Secretary of MRE and filed with the minutes of the proceedings of the Board or committee.

Section 8. Committees of Directors: The Board of Directors may designate one or more committees, including an executive committee, each committee to be composed exclusively of Board members. The President, as Chair of the Board of Directors shall appoint the members and chairmen of such committees. If a member of a committee shall be absent from any meeting, or be disqualified from voting thereat, the committee chairman may appoint another member of the Board of Directors to act at the meeting in the place of such absent or disqualified member. Except as restricted by law, any such committee, to the extent provided in a resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of MRE, and may authorize the seal of MRE to be affixed to all papers which may require it. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors.

Section 9. Other Committees: With the approval of the Board of Directors, the President may appoint one or more additional committees, each committee to consist of such members or alternate members, with Directors or non-Directors, as the President and the Board shall determine. Except as restricted by law, by MRE’s Constitution or by these Bylaws, each such committee shall serve at the pleasure of the Board of Directors and shall have such power and authority as provided in a resolution of the Board, except that no such committee shall have the independent power to bind MRE or act in its name. Members of such committees shall not be considered legal agents of MRE unless specifically appointed as legal agents by the Board.

Section 10. Trusts: The Board of Directors, at its discretion, may establish such trusts and appoint such trustees to hold assets of MRE as it shall deem in the best interests of MRE.

Section 11. Employees: On behalf of MRE, the Board of Directors may employ or authorize the employment of such persons and under such terms and conditions, including such compensation, as it shall deem in the best interests of MRE.

Article III

Membership

Section 1. The Board of Directors shall consider all applications for membership presented by the Membership Chair. In approving an application for membership, the Board of Directors shall make a determination that, in its judgment, the applicant’s professional qualifications and character warrants his or her election to one of the classes of membership. Approval of applicants shall be by a majority of those members of the Board voting; however, as provided in the Constitution, approval of honorary members shall be by vote of three-fourths of those members of the Board entitled to vote.

Board approval of an application for membership becomes effective only upon payment of such dues as may be established by the Board from time to time. Any meeting of the Board of Directors for the election of members shall be closed to all members who are not Directors or officers.

Section 2. The Board of Directors shall have full authority to pass upon the qualifications of all applicants for membership in any classification, and, upon proper representation, to transfer a member from one classification to another, and it shall duly record all such transfers in its minutes.

Section 3. When an Active member gives up news media work and enters another vocation, he or she shall promptly notify the Membership Chair, who shall strike the name from the membership roster.

Section 4. Members who have resigned from MRE while in good standing may be reinstated at the discretion of the Board of Directors. Members who have been suspended for failing to satisfy a financial obligation to MRE may be reinstated at the discretion of the Board of Directors and upon payment of all amounts owing to MRE. A reinstatement fee shall be set by the Board of Directors and may be waived by the Board.

Article IV

Fees and Dues

Section 1. The Board of Directors shall set dues and other fees as provided by the Constitution and these Bylaws. Any proposed changes in dues or fees shall be posted on MRE web site and members must be notified by mail or email. Any increase in dues shall not be effective until after the next duly called meeting of Active members.

Section 2. The Board of Directors, by a vote of two-thirds of those Board members entitled to vote, may for sufficient cause, waive the dues of any member for up to one year.

Section 3. The Board of Directors shall set the billing periods and the dates for payment of dues and other fees or bills, and shall impose such penalties or sanctions for delinquencies in payment, including possible suspension or expulsion, as it shall deem appropriate, and shall have the power to waive any such penalties or sanctions at its sole discretion. Any member delinquent in payment of dues or fees shall not be considered a member in good standing.

Article V

Meetings

Section 1. Annual, periodic and special meetings of the membership shall be scheduled by the Board of Directors as required by the Constitution, with notice as provided therein. An annual meeting shall be held each year, at which time the terms of all elected MRE officers and Directors shall begin.

Section 2. Only Active members shall be entitled to vote, and each Active member shall be entitled to one vote on each matter put to a vote.

Section 3. When a quorum is present at any duly called meeting, all matters shall be determined, adopted and approved by the vote (which need not be by written ballot) of a majority of those members present, entitled to vote and actually voting on the matter, unless the proposed action is one which by law, by articles of incorporation or by MRE’s Constitution and Bylaws, a different vote is specified or required, in which case such provisions will govern. Any matter so adopted and approved shall be the act of the members of MRE.

Section 4. The order of business at the annual meeting of members shall be as follows: reading of the minutes of the last meeting, report of the officers, report of the Board of Directors, installation of officers, old business, and new business. The Board of Directors shall decide the order of business at all special meetings of members.

Article VI

Nominations and Elections

Section 1. Elections shall be held annually, on a date to be set by the Board of Directors.

Section 2. Nominations. Within six months after election, the President shall appoint a Nominating Committee of no fewer than five Active members. This committee shall nominate at least one Active member for each MRE office and Board of Directors seat that will be open in the following year. The Nominating Committee may request materials from candidates to verify qualification for Active membership status. The Nominating Committee shall consider the diversity of MRE membership in media employment, market size, geographic representation, gender and ethnicity. Nominations may also be made by petition, requiring the signatures of at least ten Active members for a candidate to be placed on the ballot. Nominations by the committee and by petition must be received by the Secretary no later than 45 days prior to an election. Candidates placed in nomination shall have the right to withdraw their names by written notice to the Secretary. The Secretary shall not place on the ballot the name of any person who is not a member in good standing.

Section 3. Ballots. Elections shall be conducted by mail. The nominations shall be arranged in alphabetical order under headings designating the positions for which the nominees have been nominated, and the ballot shall indicate on its face, under the title of each position, the number of candidates to be elected to each such position. A copy of the ballot shall be posted on MRE’s web site and mailed to each member entitled to vote in the election not later thirty days prior to day of the election. No member shall be precluded from writing on the ballot the name of any member in good standing and eligible to hold the position for whom the member desires to vote. The Secretary shall see to the printing and publication of ballots and the means for conducting an election, and shall be responsible for and supervise all elections and issues put to a vote of the members. All questions relating to MRE elections, including questions about the validity of ballot, shall be determined by the Secretary, subject to appeal to the Board of Directors, whose decision shall be final. No member shall be qualified to vote who is delinquent in any financial obligation to MRE, including dues for the current billing period.

Section 4. Counting. The votes shall be counted on the date set for the election, and at least two members of the Board of Directors shall be present when the votes are counted. When the number of candidates to be elected to any office is more than one, the candidates receiving the highest numbers of votes shall be declared elected in order until the number of candidates to be elected is filled. When only one candidate is to be elected to any office, a majority of the votes cast shall be required for election. If no candidate has a majority, a run-off election between the two candidates having the highest numbers of votes shall be held within the thirty days following the initial election day. Written notice of such a run-off election shall be posted on MRE’s web site and mailed to Active members no later than three days after the initial election. The results of each election shall be posted on the MRE web site immediately.

Article VII

Contracts, Grants, Loans, Checks and Deposits

Section 1. Contracts: Unless otherwise prohibited or restricted by law, the Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of MRE, and such authority may be general or confined to specific instances and instruments.

Section 2. Loans: Unless authorized by a resolution of the Board of Directors, no loans shall be contracted on behalf of MRE and no evidence of indebtedness shall be issued in the name of MRE, except indebtedness incurred for goods or services purchased, leased or otherwise acquired on account in the ordinary course of MRE’s business. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Etc.: All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of MRE, shall be signed by such officer or officers, agent of agents of MRE and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits: All funds of MRE not otherwise employed shall be deposited from time to time to the credit of MRE in such banks, trust companies and other depositories as the Board of Directors, or, if the officers are so authorized by the Board, the officers may direct. For the purpose of deposit and collection for the account of MRE, checks, drafts or other orders for the payment of money which are payable to the order of MRE may be endorsed, assigned and delivered by any officer of MRE.

Section 5. The Board of Directors, by a two-thirds majority vote, is authorized to accept grants, donations and gifts of in-kind services if the board determines that the financial support futhers the ability of MRE to achieve its mission, without compromising the independence of the association.

Article VII

General Provisions

Section 1. Execution of Financial Instruments: All checks or demands for money and notes of MRE shall be signed by such officer or officers or other such person or persons as the Board of Directors may from time to time designate.

Section 2. Fiscal Year: The fiscal year of MRE may be fixed by resolution of the Board of Directors.

Section 3. Seal: The Board of Directors may by resolution adopt a corporate seal which shall have inscribed thereon the name of MRE, the year of its organization and the jurisdiction of incorporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Section 4. Voting Securities of Other Corporations: The President or any other authorized officer or Director shall have the authority to vote on behalf of MRE those securities of any other corporation which are owned or held by MRE, and may attend meetings of members or execute and deliver proxies for such purpose.

Section 5. Form of Records: Any records maintained by MRE in the regular course of its business, including its books of account and minutes books, may be kept on or be in the form of magnetic tape , magnetic or optical disk, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible written form within a reasonable period of time. MRE shall so convert any record so kept upon the request of any person entitled to inspect same.

Section 6. Fidelity Bonds: MRE may secure the fidelity of any or all of its officers, employees or agents by bond or otherwise. Any or all of the officers or agents of MRE may be required to give bond for the faithful discharge of his, her or their duties in such form, for such amount, and with such sureties as may be determined by the Board of Directors. The cost of all bonds secured by MRE shall be borne by MRE.

Article VIII

Notice

Section 1. Notice Procedure: Whenever notice is required to be given to any Director or member by law or by MRE’s Articles of Incorporation, by MRE’s Constitution or by these Bylaws, such notice shall be deemed to have been given to each person entitled to notice when mailed to each person so entitled, or when posted on MRE web site and emailed to each member who has provided the Membership Chair with a valid email address.

Section 2. Waivers of Notice: Whenever the giving of any notice is required by law, by MRE’s articles of incorporation, by MRE’s Constitution or by these Bylaws, a waiver thereof, in writing, signed by the person or persons entitled to said notice, either before or after the event of which notice is required, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute waiver of notice of such meeting, except when the person attends such a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at such meeting because the meeting is not lawfully called or convened, and, having objected, the person takes no further active part in the meeting. Neither the business to be acted on nor the purpose of any regular or special meeting of the members, Directors or members of a committee of Directors need be specified in any written waiver of notice, unless so required by law, by MRE’s articles of incorporation or Constitution or by these Bylaws.

Article IX

Amendments

These Bylaws may be altered or amended under rules and procedures set forth in the Constitution of MREs.

Article I
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 one year, and three officers who are Active Members. The terms of the Board of Directors members shall 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.