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 website 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.
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 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 chairpersons of such committees. If a member of a committee shall be absent from any meeting, or be disqualified from voting thereat, the committee chairperson 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.
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 warrant 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.
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 the MRE website 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.
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.
Nominations and Elections
Section 1. Elections. Elections shall be held every two years beginning in 2013 [amended by member vote 2012], 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 their 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 electronic means. 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 website. 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 electronic 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 website 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 website immediately.
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 furthers the ability of MRE to achieve its mission, without compromising the independence of the association.
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 its officers, employees, or agents by bond or otherwise. Any or all 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.
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 the MRE website 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.
These Bylaws may be altered or amended under the rules and procedures set forth in the Constitution of MRE.