BYLAWS OF THE REGIONAL REPORTERS ASSOCIATION
The name of the corporation is Regional Reporters Association Inc., hereinafter referred to as the "Association." Its principal office shall be located at 529 14th Street, NW, Washington, D.C. 20045, but meetings of Members and Directors may be held at such places as may be designated by the Board of Directors.
The association shall be organized and at all times operated exclusively to provide professional and educational services to reporters, editors and other persons interested in regional correspondence and to maintain high professional and ethical standards in this field.
Any journalist based in the Washington, D.C. area and accredited by a Congressional press gallery who reports, edits, supervises or is otherwise engaged in the production of news intended principally for a local, state or regional audience within the United States is eligible for full membership.
Associate membership is limited to:
A. Any member who leaves the Washington, D.C. area and remains in the journalism profession.
B. Any member who retires and is not employed full-time in another occupation.
C. Students temporarily based in Washington, D.C. for internship or reporting programs sponsored by news organizations or schools of journalism.
Bureaus may, at the cost of a regular full membership, purchase a full-year membership or memberships for an intern or interns in their employ, with possession of the membership remaining with the bureau, rather than the individual(s) using the membership(s).
The Association shall be governed by a board of 13 directors, including a President, Vice President, Secretary and Treasurer.
Term of office:
The term of office for all directors is two years [
one year]*. There is no limitation
on the number of terms of office to which a director may be elected. [*Amendment adopted at July 15, 2011 annual meeting, effective with officers elected in 2012.]
Any director may be removed from the board, with or without cause, by a two-thirds vote of the entire board. In the event of death, resignation or removal of a director, a successor shall be selected by the remaining members of the board and shall serve for the remainder of the unexpired term.
No director shall receive compensation for any service rendered to the Association. However, any director may be reimbursed for actual expenses incurred in the performance of his or her duties.
Any member of the Association may nominate any member for election to the board at the Annual Membership Meeting or at any meeting of the directors called to fill a board vacancy. Seven directors, including President, Vice President, Secretary and Treasurer shall be selected at-large. During the first year after the First Annual Membership Meeting, nine directors, including President, Vice President, Secretary, and Treasurer, shall be elected at-large. In every succeeding year thereafter, eight directors, including President, Vice-President, Secretary and Treasurer, shall be elected at large and one director each to represent the five geographic In addition, members from the five geographic -- Far West, Southwest, Midwest, Northeast and Southeast. Members may affiliate with any geographic region or regions, but may only vote for a director from one region. The Board of Directors may, at its discretion, appoint a Nominating Committee to recruit and recommend candidates for election to the board.
Election to the Board of Directors shall be by voice vote or show of hands for uncontested positions. A secret ballot is required for any contested seat. All members are entitled to exercise one vote with respect to each vacancy. The persons receiving the largest numbers of votes shall be elected. No proxy votes shall be permitted.
Meetings of Directors:
Regular meetings of the Board of Directors shall be held monthly, without notice, at such place and hour as may be fixed from time to time by the Board. Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two directors, after not less than 24 hours notice to each director.
A majority of the Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
Powers and Duties of Directors: The Directors shall have the authority:
A) To solicit contributions in behalf of the Association for the furtherance of obligations as set forth under Primary Purposes;
B) To enter into contracts;
C) To act with others;
D) To accept fees for services;
E) To establish and maintain the Association;
F) To establish such standing committees and other committees as they shall determine necessary to carry out the purposes of the Association;
G) To alter, amend, supplement or repeal the By-Laws of the Association at a meeting properly called, convened and conducted for such purpose at which two-thirds of the Directors vote in favor of such action and when such alteration, amendment, supplement or repeal is necessary in order to comply with the provisions of the laws of the District of Columbia and/or the Internal Revenue Service of the United States related to tax-exempt corporations.
The Executive Committee of the Board of Directors shall consist of five Directors, including the President, Vice President, Secretary, Treasurer and one Director elected to the Board at-large who shall be appointed to the Executive Committee by a majority vote of the Board.
The Executive Committee shall have and may exercise during the intervals between meetings of the Board of Directors all powers vested in the Board of Directors, except those reserved by these By-Laws or other law to the Members or the Board of Directors of the Association.
The officers of the Association shall consist of a President, Vice President, Secretary and Treasurer. All officers shall be members.
Whenever any vacancies shall occur in any office by death, resignation or removal, the same shall be filled by the Board of Directors.
The President shall preside at all meetings of the Members and the Board of Directors, discharge all the duties which devolve upon a presiding officer, and perform such other duties as these By-Laws provide or the Board of Directors may prescribe. The President, acting with the Secretary and Treasurer, shall have full authority, for and in behalf of the Association, to execute powers of attorney appointing other corporations, foundations, partnerships or individuals the agent of the Association.
The Vice President shall perform all duties incumbent upon the President during the absence or disability of the President and shall perform such other duties as these By-Laws may require or the Board of Directors may prescribe.
The Secretary shall attend all meetings of the Members, the Board of Directors and the Executive Committee and shall keep or cause to be kept true and complete minutes of the meetings or other proceedings of the Members, Board of Directors, Executive Committee and such other meetings as shall be prescribed.
The Treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Association. He shall be the legal custodian of all moneys, notes, securities and other valuables which may from time to time come into possession of the Association. He shall promptly deposit all funds of the Association coming into his hands in some reliable bank or other depository to be designated by the Board of Directors and shall keep such bank account in the name of the Association. The Treasurer shall furnish at meetings of the Board of Directors and at the Annual Membership Meeting a statement of the financial condition of the Association.
All records of the Association shall be available for inspection by any Member of the Association during normal business hours.
Amendments to the By-Laws may be offered by a majority vote of the Board of Directors or an initiative signed by 10 percent of the current membership. Proposed amendment(s) must be circulated to the membership by at least 10 days before consideration at a general membership meeting and may not be amended from the floor except by unanimous vote. Amendments require a two-thirds majority of those present and voting to be ratified.