Missouri Press Association Constitution and Bylaws
Article I Section 1. Name. The name of the Association shall be Missouri Press Association.
Article II Section 1. Location. Its location shall be in the City of Columbia, Boone County, and State of Missouri.
Article III Section 1. Duration. Its duration shall be perpetual.
Section 2. Status. It shall be a non-profit educational association to promote the welfare of the newspaper industry.
Article IV Section 1. Purpose. The Association is formed for the purpose of promoting and improving the profession of Journalism, and the development of the literature, history, science, information, skill and intellectual culture of the profession of Journalism and to make it more beneficial in every way to the people of the state.
Section 2. Powers. The Association shall have the power to plan, design, construct, install, repair, improve, buy or otherwise acquire, own, hold, use, operate, sell, lease or otherwise dispose of such building or buildings, or other property as the Association may require in its operation.
Section 3. Borrowing. The Association, by authorization of its Board of Directors, may borrow money.
Article V Section 1. Classes of Membership and Designations. There shall be five classes of membership in the Association: Active, Associate, Friend of the Missouri Press, Honorary, and Active Online. Each print or online member newspaper, individual, and friend agrees to accept and abide by the Constitution and By-Laws of the Missouri Press Association by their acceptance thereof.
Section 1. (a). Active Membership. Requirements for Active Membership shall be as follows:
1. A publication cannot contain more than 75 percent advertising in more than 50 percent of its issues during any 12-month period. The term “advertising” includes display, classified and all other forms of advertisements. The term also includes any editorial or other reading matter for the publication of which money or other valuable consideration is paid, accepted or promised.
2. When a newspaper or periodical advertises its own services or issues, or any other business of the publisher, in the form of either display advertisement, or editorial or reading matter, this is considered advertising.
3. News, pictures, features, editorials and other matters of general interest shall be considered non-advertising (news content) so long as no compensation is received for publication. Percentages shall be determined on the basis of the number of columns and inches published in each edition.
4. A publication must be published and printed in an accepted newspaper format, standard or tabloid.
5. A publication must have a known office of publication, open to the public, where the business or publication is transacted during the usual business hours with a local telephone listing.
6. A publication shall be published for at least three years, regularly and consecutively, prior to application for membership. It shall be published at least weekly. It shall bear a fixed title or name, date lines and numbered volume sequence.
7. Each request for Active Membership shall be submitted to and must be approved by the Board of Directors of the Association. Notice of such application for membership shall be published in the Bulletin three (3) times, with the first publication being at least 45 days before a Board meeting at which the application will be acted upon. An applicant denied membership may reapply after a lapse of 12 months. Application must be accompanied by a copy of the annual postal statement or other generally accepted circulation verification, three samples of the publication, and a check for the first year’s dues. Dues shall be prorated at 50 percent for applications made after July 1. In addition, newspaper applicant must submit a letter of sponsorship from one (or more) MPA active newspaper member publisher(s).
Section 1. (b). Associate Membership. Any former publisher of a newspaper which held active membership in the Association, any employee of a newspaper or writer thereof, any person serving in an information capacity with any unit of government or business and any instructor in journalism is eligible to Associate Membership.
Section 1. (c). Friend of the Missouri Press. Any person serving in an information capacity, public relations, advertising, any salesperson selling newspaper supplies or any person in an allied field is eligible to be a Friend of the Missouri Press.
Section 1. (d). Honorary Membership. Honorary Life membership is automatically conferred on any Past President of the Association. Honorary memberships may be granted to any other person deemed suitable by a majority vote of the Board of Directors or a majority vote of the membership.
Section 1. (e). Active Online Membership. Requirements for Active Online Membership shall be as follows:
1. An online newspaper must publish for three years, regularly and consecutively, prior to application for Active Online Membership.
2. The Active Online Newspaper must be published using recognized standards of professional journalism. Its content must be revised on a regular basis, not less than once per week. It shall bear a fixed title or name and date lines.
3. The Active Online Newspaper must be principally devoted to the dissemination of original local or general news and other editorial content (not less than 25 percent of overall content). It must be available to the general public via the World Wide Web.
4. The Active Online Newspaper must not serve primarily as a platform to promote the interest and/or opinions of a special interest group, individual or cause.
5. The Active Online Newspaper must have a known Missouri-based office of publication, open to the public, where the business or publication is transacted during usual business hours with a local telephone listing.
6. All other definitions of a “newspaper” as determined by the MPA Bylaws and the Board of Directors of the Association shall apply to Active Online Membership.
7. Online Newspapers of MPA Active Newspaper members shall be designated Active Online Newspapers, effective September 7, 2007.
8. Each request for Active Online Membership shall be submitted to and must be approved by the Board of Directors of the Association. Notice of such application for membership shall be published in the Bulletin three (3) times, with the first publication being at least 45 days before a Board meeting at which the application will be acted upon. An applicant denied membership may reapply after a lapse of 12 months. Application must be accompanied by a copy of the Online Newspaper’s web address and a check for the first year’s dues. Dues shall be prorated at 50 percent for applications made after July 1. In addition, the applicant must submit a letter of sponsorship from one (or more) MPA active publisher(s).
9. Only members of the working press associated with Active Member print or online newspapers may be issued official MPA press credentials. All applications for MPA press credentials must be received in writing from the publisher or editor.
Section 2. Fees and Dues. The annual dues to the Association for all classes of membership shall be set by the Board of Directors. The Board of Directors shall be entitled to determine the date for the annual payment of dues and to provide for special dues assessment. Special registration fees for special events and conventions conducted by the Association shall also be determined by the Board of Directors.
Section 3. Voting Rights. Every Active Member print or online newspaper shall be entitled to one (1) vote in the affairs of the Association.
Section 4. Membership Suspension and Termination. Any member may be suspended or expelled for unbecoming professional conduct by an affirmative two-thirds vote of all members present at the official or special meeting, provided that the member to be so voted upon is given reasonable notice and opportunity to be heard by the membership prior to the action thereon. Members delinquent for 90 days in payment of dues shall be suspended, provided that members thus suspended can be reinstated within a period of one year upon payment of all indebtedness owed if so ordered by a two-thirds vote of the Board of Directors. The Board of Directors, in its discretion, may arrange for dues to be paid by installment or may waive such indebtedness.
Article VI Section 1. Officers. The officers of this Association shall be President, First Vice President, Second Vice President, Secretary, Treasurer, Executive Director, Past President, National Newspaper Association Representative and six Directors. These officers and directors shall, with the exception of the Executive Director, constitute the Board of Directors. Officers shall take office January 1, following election. The Secretary shall record the minutes of all meetings of the Board of Directors.
Section 2. Elections. The Second Vice President, Secretary, Treasurer and National Newspaper Association Representative shall be elected at the annual meeting and shall hold office for a term of one year or until their successors are chosen. Upon completion of a term as Second Vice President, the member serving in that capacity shall assume the office of First Vice President for a term of one year or until his or her successor is chosen. Upon completion of a term as First Vice President, the member serving in that capacity shall assume the office of President for a term of one year or until his or her successor is chosen.
Section 3. Past President as Officer. The retiring President shall, at the expiration of his or her term, assume the office of Past President for a term of one year or until his or her successor is chosen.
Section 4. Duties. The Board of Directors shall be authorized to define the duties of the officers, to designate a custodian of funds and to establish an Executive Committee and define its duties.
Section 5. Executive Director. The Board of Directors shall have the power to employ an Executive Director, who shall operate the affairs of the Association, and authorize him or her to employ associate or assistant managers and such stenographic, clerical, administrative and other help as may be necessary for the efficient operation of the Association. The Executive Director shall supervise the financial records of the Association in the manner determined by the Board of Directors. The Board of Directors has full authority to regulate the duties of the Executive Director, and to set his or her salary or other compensation including retirement benefits and his or her term of office.
Section 6. Directors. There shall be eight Directors of this Association and each shall serve a term of three years or until his or her successor is chosen. Directors shall take office January 1, following election. Director’s terms shall be staggered so that no more than three seats shall be open for election each year.
Article VII Section 1. Official Meetings. The Association shall hold an official meeting annually in the fall of each year at such time and place as the Board of Directors may select. Notice of an official meeting shall be distributed in writing at least 10 days prior to the meeting to all active members of the association. Special meetings may be called by the President or by the majority of the Board of Directors after ten days’ notice in writing to all active members of the association. The active members present at any official or special meeting shall constitute a quorum.
Article VIII Section 1. Amendments to Articles of Agreement. These Articles of Agreement may be amended at any annual official meeting of the Association by an affirmative two-thirds vote of all active members present. And, further, these Articles of Agreement may be amended at any special meeting of the Association by an affirmative two-thirds vote of all active members present, provided that twenty-one days’ notice in writing of any proposed amendment is given to all active members of the association.
Article IX Section 1. Disposition of Assets on Dissolution. In the event this Association is dissolved and no longer exists, then all of its remaining assets and property shall be given to the Missouri Press Foundation or to the University of Missouri School of Journalism.
- No member shall be eligible to serve as an officer or director of the Missouri Press Association if he or she is a candidate for, or serving in, any state or federal elective office, or is actively engaged in directing a campaign for candidate(s) for such elective office(s). If during his or her tenure of office in the Missouri Press Association, an officer or director becomes ineligible to hold office, he or she shall resign or be removed by an affirmative two-thirds vote of the Board of Directors. The Board of Directors shall have the power to name a successor who shall complete the unexpired term or serve until a successor shall be elected.
2. Roberts Rules of Order shall be the authority in all official, special or business meetings of the Association.
3. At the annual meeting a Representative to the National Newspaper Association shall be elected for a one-year term or until his or her successor has been elected. The Representative shall be a member of the Board of Directors. Duties of the Representative shall be to serve as liaison between the Missouri Press Association and the National Newspaper Association and to encourage membership in the national organization. The Representative may not serve more than three terms in succession.
4. If resolutions are presented in advance of the annual business session, the President may, at his or her discretion, appoint a Committee on Resolutions. If no committee is named, resolutions may be presented from the floor during the business session.
5. An independent audit of the Association’s financial affairs shall be performed annually. Copies of the annual audit of the Association and copies of the current financial statement to date shall be available for examination by members at the registration desk during the annual official meeting. These documents are to be available and open at all times to members in the Central Office of the Association.
6. All applications for membership shall be made in writing to the Board of Directors, which Board may grant membership in compliance with Article V of the Constitution.
7. Thirty days in advance of the annual official meeting a Nominating Committee composed of at least five Past Presidents active in the newspaper publishing business shall be appointed by the President. The Nominating Committee will nominate candidates for officers and directors of the Association and report nominations at the annual meeting for election. Officers and directors of the Association also may be nominated from the floor.
8. These By-Laws may be rescinded, suspended, or amended by an affirmative two-thirds vote of the members present at any official meeting.
9. For good cause, a member of the Board of Directors may be removed from office by an affirmative two-thirds vote of the Board of Directors or an affirmative two-thirds vote of the membership at any official meeting. Following such vote, the Board of Directors shall have the power to name a successor who shall complete the unexpired term or serve until a successor shall be elected.
The above is certified to be a true and correct copy of the Constitution and By-Laws of the Missouri Press Association, last amended Oct. 15, 2010.
Richard D. Crews, Executive Director