These bylaws govern
the operation and administration of the Religion Newswriters Association. These
bylaws were revised Oct. 2, 2005. They encompass and supersede all prior revisions
since the constitution was adopted June 13,1998. The 1970 constitution superseded
the earlier RNA constitution adopted May 24, 1952 and revised in 1956, 1957,
1959, and 1970. These bylaws also supersede and replace the constitution of
the James O. Supple Memorial Fund of the RNA revised June 6-7, 1981.
SECTION 1. Name The name of the organization shall be Religion Newswriters Association,
hereinafter referred to as "the Association." SECTION 2. Incorporation This association shall be incorporated. SECTION 3. Registered Office and Agent The Religion Newswriters Association, a nonprofit, charitable, educational
corporation incorporated under the laws of the State of Virginia, shall have
and continuously maintain a registered office in the State of Virginia and a
registered agent whose office is identical with such registered office, as required
by the State of Virginia. The registered agent shall be an individual resident
of Virginia or a corporation, whether for profit or not for profit, authorized
to transact business in the State of Virginia. The address of the registered
office may be changed from time to time.
SECTION 4. Other Offices
The Association may have such other office or offices, at such suitable place
or places within or without the State of Virginia, as the Board may from time
to time determine as necessary for the conduct of the affairs of the Association.
Article
II. Purpose
SECTION 1.
Purpose The Religion Newswriters Association is a charitable, literary and educational
organization whose purpose is to advance professional standards of religion
reporting in the secular press, especially through educational methods. SECTION 2. Non-Profit Provisions No part of the net earnings of the corporation shall inure to the benefit
of, or be distributable to its members, trustees, officers, or other private
persons, except that the corporation shall be authorized and empowered to pay
reasonable compensation for services rendered and to make payments and distributions
in furtherance of the purposes set forth in Section One hereof. No part of the
activities of the corporation shall be the carrying on of propaganda, or otherwise
attempting to influence legislation, and the corporation shall not participate
in or intervene in any political campaign on behalf of any candidate for public
office. Notwithstanding any other provision of these articles, the corporation
shall not carry on any other activities not permitted to be carried on by a.)
a corporation exempt from federal income tax under Section 501 (c)(3) of the
Internal Revenue Code 1954 or the corresponding provision of any future United
States Internal Revenue Law, or b.) by a corporation, contributions to which
are deductible under Section 170 (c)(3) of the Internal Revenue Code of 1954
(or the corresponding provision of any future United States Internal Revenue
Law. SECTION 3. Dissolution of Corporation Upon the dissolution of the corporation, the officers shall, after paying
or making provision for the payment of all the liabilities of the corporation,
dispose of all the assets of the corporation exclusively for the purposes of
the corporation in such manner, or to such organization or organizations organized
and operated exclusively for charitable, educational, religious or scientific
purposes as shall at the time qualify as an exempt organization or organizations
under Section 501 (c)(3) of the Internal Revenue Service Code of Directors shall
determine. Any such assets not so disposed of shall be disposed of by the Circuit
Court of organization or organizations, as said Court shall determine, which
are organized and operated exclusively for such purposes.
Article
III. Membership
SECTION 1.
Membership Defined Members of the Association shall consist of men and women who qualify under the classifications listed in Section 1, Items A, B, C, D, and E. ITEM A. Active Active membership is limited to reporters, editors, writers and content
providers for newspapers, magazines, wire services, broadcast outlets and electronic/online media and whose work or reporting is intended for general audiences or readers.
Members of the religious press, i.e. those whose work is produced from or intended
for a particular faith perspective, or whose work is produced primarily for religious
groups, are not eligible. ITEM B. Associate
Associate membership shall be limited to former active members no longer employed
as herein stipulated in Article III, Section 1, Item A. ITEM C. Affiliate Affiliate membership shall be limited to men and women substantially engaged in journalism or work in fields that closely relate to religion journalism yet are ineligible for active membership because they write for media outlets that advocate on behalf of a particular religious group or religion in general. ITEM D. Academic Academic membership shall be limited to students or educators at a university or accredited school with interests in religion journalism. ITEM E. Retired Retired membership shall be limited to former Active, Associate, Affiliate or Academic members who are retired from the full-time workforce. SECTION 2.Voting Only active members who are not more than one year in arrears in dues shall
be eligible to vote or hold office. SECTION 3. Appropriation of Power No member shall use or exploit in any way the name of the Association for
personal, partnership or corporate aggrandizement. SECTION 4. Application of Membership An individual seeking membership in the Association as an Active or Associate
member must submit a completed application, in such form as the Board of Directors
shall from time to time determine, to the Board of Directors or a committee
or officer designed by the Board of Directors, which in its sole discretion,
consistent with Article III, Section 1, items A, B, C, D, E and Article III, Section
2, and in accordance with its membership policy and procedures, will grant or deny the individualís application for membership. Applicants
will be notified in writing, if accepted, and of membership status granted.
It is the intent of these bylaws to distinguish between a.) reporters whose
task is to write primarily from a secular (i.e. non-religious) perspective; and
b.) those who work for religious organizations or who report from a religious
perspective or for a particular religious organization or who report from a
religious perspective or for a particular faith group. The former, (a), are
eligible for active membership, the latter, (b), are not. SECTION 5. Termination of Membership Members who fall one year in arrears of payment of dues shall, after proper
notice, be automatically dropped from the membership roll. SECTION 6. Membership Dues Dues shall be assessed for both active and associate members, payable annually,
beginning the first of July of each calendar year. The amount of the dues of
the members shall be determined by the Board and shall be paid monthly or annually
by such dates or date as may be determined by the Board from time to time. The
Board may establish different dues for different membership categories. SECTION 7. Meetings ITEM A. Annual Meetings
A regular annual meeting of the members shall be held at least once a year,
at such time, day and place as shall be designated by the Board of Directors.
The Board of Directors may, by resolution, provide for the holding of additional
regular meetings. ITEM B. Special Meetings Special membership meetings may be called by the Board of Directors and
shall be called upon written request thereof to the secretary of the Association
of not less than one-third of the members entitled to vote. ITEM C. Notice of Meetings Notice of time, day, place and purpose of each meeting shall be given to
all members of the Association not less than ten days nor more than fifty days
from the meeting date in the manner set forth in Section 2 of Article VII hereof. ITEM D. Quorum The quorum for the transaction of any and all business at the annual meeting
or any special membership meeting of the Association shall consist of not less
than one-tenth of the voting members. If a quorum is not present, a majority
of the voting members present may adjourn the meeting to a future time, without
further notice being required. ITEM E. Manner of Acting Except as otherwise expressly required by law, the Articles of Incorporation
of the Association, or these Bylaws, the affirmative vote of a majority of the
voting members present, at any meeting of the members, at which a quorum is
present, shall be the act of the members. ITEM F. Written Consent Action taken by the members without a meeting is nevertheless the action
of the members if written consent to the action in question is signed by all
the members entitled to vote and filed with the minutes of the proceedings of
the members, whether done before or after the action so taken. ITEM G. Proxies At any meeting of the members, a member entitled to vote may do so by proxy
executed in writing. Unless otherwise provided in the proxy, the proxy shall
cease to be valid eleven months from the date of execution. Proxies may confer
general voting rights, or they may be limited to prescribed action on a patroller
issue. ITEM H. Mail Ballot In lieu of obtaining the vote of members at a regular or special meeting,
the Board of Directors may submit any matter to the voting members for approval
by mail ballot. An official ballot shall be mailed to each voting member. Ballots
postmarked later than the announced deadline will not be counted. Except as
otherwise required by law, the Articles of Incorporation of the Society, or
these Bylaws, the affirmative vote of a majority of the members voting by ballot
shall be the act of the members.
Article
IV. Financial Matters
SECTION 1.
Regular Support The regular financial support of the Association shall be derived from
annual dues levied upon members and/or by other sources authorized by the Board
of Directors. SECTION 2. Special Projects Special projects shall be financed only by funds available to the Association
or such means as may be determined by the Board of Directors. SECTION 3. Contracts The Board may authorize any officer or officers, agent or agents of the
Association, in addition to the officers to authorize by these Bylaws, to enter
into any contract or execute and deliver any instrument in the name of and on
behalf of the Association, and such authority may be general or confined to
specific instances. SECTION 4. Checks All checks, drafts or orders for the payment of money, notes or other evidences
of indebtedness issued in the name of the Association, shall be signed by such
officer or officers, agent or agents of the Association and in such manner as
shall from time-to-time be determined by resolution of the Board. In the absence
of such determination by the Board, such instruments shall be signed by the
Treasurer or an Assistant Treasurer and countersigned by the President or First
Vice President of the Association. SECTION 5. Deposits All funds of the Association shall be deposited from time-to-time to the
credit of the Association in such banks, trust companies or other depositories
as the Board may select. SECTION 6. Gifts The Board may accept on behalf of the Association any contribution, gift,
bequest or devise for the general purposes or any special purpose of the Association.
Article
V. Board of Directors
SECTION 1. Definition There shall be a Board of Directors, hereinafter referred to as "Board,î
to manage, supervise, and control the business, property and affairs of the
Association, except as otherwise expressly provided by law, the Articles of
Incorporation of this Association or these Bylaws. The Board shall be vested
with the powers possessed by the Association itself, including the powers to
determine the policies of the Association and prosecute its purposes, to appoint
and remunerate agents and employees (including the power to delegate some or
all of this authority,) to establish the budget of the Association, to disburse
the funds of the Association, and to adopt such rules and regulations for the
conduct of its business, responsibility and authority as shall be deemed advisable.
The President shall serve as chairman of the Board. This Board shall be identical
with both the Board of Trustees and Board of Managers as noted in Article Five
of the "Articles of Incorporation" of the Religion Newswriters Association
filed in the State of Virginia. SECTION 2. Number, Tenure, and Qualifications The members of the Board shall serve until their successors are elected
and qualified but for not more than two consecutive terms. Members may seek
reelection to the Board of Directors after at least one three-year period off
the Board of Directors. The Board of Directors shall establish a phase-in process
to the three-year terms as follows: Two new board members elected in 2001 to
three-year terms (expire: 2004); Two board members elected to one-year terms
in 2002 (expire 2003); Three board members elected to three-year terms in 2002
(expire 2005). Commencing with elections beginning in 2003, all terms shall
be for three years. Term limits for the board members already on the board prior
to September 2001 shall be two additional terms, regardless of length of term.
The Board shall be composed of not less than seven individuals who shall be
the officers of the Association as defined in Article VI and who are active
members of the Association in good standing. In addition, the Executive Director
of the Association shall sit on the board in an ex-officio-capacity, without
vote, to provide advice, consultation, expertise and participation, except in
personnel matters, when the director shall be excluded. SECTION 3. Election and Term of Office The members of the Board shall be elected by the voting members of the
Association. The members shall hold office for three-year terms. SECTION 4. Resignation Any director may resign at any time by giving written notice to the President
of the Association. Such resignation shall take effect at the time of acceptance
thereof as determined by the President of the Association. SECTION 5. Removal Any director may be removed from such office by a two-thirds vote of the
entire Board, then in office, at any regular or special meeting of the Board,
for (1) violation of these Bylaw or (2) engaging in any other conduct prejudicial
to the best interests of the Association. Such removal may occur only if the
Director involved is first provided (1) with adequate notice of the charges
against him or her in the form of a statement of such charges and of the time
and place of the meeting of the Board scheduled for the purpose of hearing or
considering such action, sent by certified or registered mail to the last known
address of such Director, (2) an opportunity to appear before the Board or forward
a written statement thereto in presentation of any defense of such charges,
no sooner than thirty days after the sending of such notice, and (3) a written
explanation as to (if such is the case) why such a Director is being removed
from such office. In these regards, the Board shall act on the basis of reasonable
and consistent criteria, always with the objective of advancing the best interests
of the Association. SECTION 6. Vacancies A vacancy in the board because of death, resignation, removal, disqualification,
or otherwise, shall be filled by a majority vote of the remaining Directors
then in office. At the next annual meeting the voting members of the Association
shall elect a director to serve for the unexpired term. SECTION 7. Regular Meetings A regular annual meeting of the Board of Directors shall be held each year,
at such time, day, and place as shall be designated by the Board of Directors,
for the purpose of transacting such business as may come before the meeting.
The Board of Directors may, by resolution, provide for the holding of additional
regular meetings. SECTION 8. Special Meetings Special meetings of the Board of Directors may be called at the direction
of the President of the Association or by a majority of the voting Directors
then in office, to be held at such time, day and place as shall be designated
in the notice of the meeting. SECTION 9. Notice Notice of the time, day and place of any meeting of the board of Directors
shall be given at least ten days previous thereto in the manner set forth in
Section 2 of Article VII. The purpose or purposes for which a special meeting
is called shall be stated in the notice there of. Any director may waive notice
of any meeting by a written statement executed either before or after the meeting.
All waivers of notice shall be filed with the corporate records and made a part
of the minutes of the meeting. Attendance at a meeting shall constitute a waiver
of notice thereof, except where attendance is for the express purpose of objecting
to the call or convening of the meeting. SECTION 10. Quorum A majority of the whole of the Board of Directors shall constitute a quorum
for the transaction of business at any meeting of the Board of Directors. If
less than a quorum of directors is present at such meeting, a majority of the
whole of the directors present may vote to adjourn the meeting to a future time
without further notice. If the meeting is adjourned for more than twenty-four
hours, notice of adjournment to another time and place shall be given, prior
to the time of the adjourned meeting, to the directors who were not present
at the time of the adjournment. SECTION 11. Manner of Acting Except as otherwise expressly required by law, the Articles of Incorporation
of the Society, or these Bylaws, the affirmative vote of a majority of the directors
present at any meeting of the Board of Directors, at which a quorum is present,
shall be the act of the board of Directors. Each director shall have one vote.
Voting by proxy shall not be permitted. SECTION 12. Written Consent Action taken by the Board of Directors without a meeting is nevertheless
Board action if written consent to the action in question is signed by all of
the directors, as the case may be and filed with the minutes of the proceedings
of the board, whether done before or after the action so taken. SECTION 13. Telephone Meeting Any one or more directors may participate in a meeting of the Board of
Directors by means of a conference telephone or similar telecommunications device
which allows all persons participating in the meeting to hear each other and
such participation in a meeting shall be deemed presence in person at such meeting. SECTION 14. Compensation No director shall receive any compensation for services rendered in such
capacity, except that the Board may by resolution provide for the reimbursement
of actual travel and lodging expenses incurred in the performance of the duties
of the director to the extent provided by such resolution.
Article
VI. Officers and Duties
SECTION 1.
Definitions The officers of the Association shall be a president, a vice president
and a secretary/treasurer. SECTION 2. Election and Length of Term The officers of the Association shall be installed at the annual meeting
at which they are elected by the Board of Directors and shall hold office for
a one-year term, which may be repeated without limit provided the officer is
a duly elected board member as noted in Article V, Section 2, until their respective
successors shall have been duly elected and qualified. SECTION 3. Election of Officers The officers of the Association shall be elected by the Board of Directors.
Existing and newly installed board members shall meet at the conclusion of the
annual RNA business meeting for the purpose of electing officers. SECTION 4. Resignation Any officer may resign at any time by giving written notice to the president
of the Association. Such resignation shall take effect at the time specified
therein, or, if no time is expired, at the time of acceptance thereof as determined
by the President. SECTION 5. Removal Any officer may be removed at any regular or special meeting of the Board
at which a quorum is present, whenever in their judgment the best interests
of the Association would be served thereby but such removal will be without
prejudice to the contract rights, if any, of the officer so removed. SECTION 6. Succession and Vacancies of Officers When a vacancy shall occur in any office, except that of president, the
Board of Directors shall elect a member of the Association to fill such vacancy
for the unexpired term. In the event the president is unable to serve, the vice-president
shall automatically become president. If the vice-president cannot serve, then
the secretary/treasurer shall become president. SECTION 7. Duties ITEM A. President The President shall be the chief executive officer of the association and,
subject to the overall guidance and supervision of the Board, give active direction
and control of the business and affairs of the Association. He or she will preside
at all meetings of the Association or its Board of Directors and shall discharge
all duties imposed upon him/her by the Association and by the board. He or she
may sign any deeds, mortgages, bond, contracts, or other instrument which the
Board has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board or by these bylaws or by statute
to some other officer or agent of the Association. And in general, he/she shall
perform all duties incident to the office of President and such other duties
as may be prescribed by the Board of Directors from time to time. He or she
shall be a member ex-officio of all special committees of the Association. ITEM B. Vice President The Vice President, in the absence
of the President or in the event of his or her inability or refusal to act,
shall perform the duties of the President, and when so acting, shall have all
the powers and restrictions of the President. The Vice President shall perform
such other duties as from time to time may be assigned by the President or Board. ITEM C. Secretary/Treasurer The Secretary/Treasurer shall record the minutes of both the Association
and the Board in a minute book or other permanent form; prepare Association
minutes for all members of the Association; oversee the Association's maintenance
of its archives; and perform such other duties as are normally required of secretaries.
The Secretary/Treasurer shall also have custody of and be responsible for all
funds and securities of the Association. He or she or a designee shall enter
in the books of the Association a full and accurate account of monies received
and paid out, and shall give and receive a receipt for the same. He or she or
a designee shall pay out of the funds on hand all just debts and obligations
of the Association as authorized by the Association or the Board. He or she
or a designee shall deposit all monies in the name of the Association in such
banks, trust companies or other depositories as shall be selected in accordance
with these bylaws. He or she or a designee shall prepare an accurate written
statement of the financial status of the Association for its annual meeting
and for all regular meetings of the Board of Directors; and in general perform
all the duties of the office of treasurer and such other duties as from time
to time may be assigned to him by the President or by the Board. SECTION 8. Bonding If requested by the Board, any person entrusted with the handling of funds
or valuable property of the Association shall furnish, at the expense of the
Association, a fidelity bond, approved by the Board, in such sum as the Board
shall prescribe. SECTION 9. Rules In specific situations not covered by these bylaws, Robert's Rules of Order
shall be followed.
Article
VII. Other Committees
SECTION 1.
Creation The Board of Directors may appoint other committees as needed and which
committees, to the extent provided in said resolution, shall have and exercise
the authority of the Board in the management of the Association, providing that
no such appointed committee shall have the authority of the Board in reference
to amending, altering or repealing these Bylaws; electing, appointing or removing
any member of any such committee or any Director or officer of the Association;
amending the Articles of Incorporation of the Association; adopting a plan of
merger or adopting a plan of consolidation with another corporation; authorizing
the sale, lease, exchange or mortgage of all or substantially all of the property
and assets of the Association; authorizing the voluntary dissolution of the
Association or revoking proceeding thereof; adopting a plan for the distribution
of the assets of the Association; or amending, altering or repealing any resolution
of the Board which by its terms provides that it shall not be amended, altered
by such committee. The designation and appointment of any such committee and
the delegation thereto of authority shall not operate to relieve the Board or
any individual officer, of any responsibility imposed upon the Board by law. SECTION 2. Term of Office Each member of a committee shall continue as such until a successor is
appointed, unless the committee shall be sooner terminated, or unless such members
shall cease to qualify as a member thereof. SECTION 3. Vacancies Vacancies in the membership of committees may be filled by appointments
made in the same manner as provided in the case of the original appointments. SECTION 4. Quorum Unless otherwise provided in the resolution of the Board, a majority of
the whole committee shall constitute a quorum and the act of a majority of the
members present at a meeting at which a quorum is present shall be the act of
the committee. SECTION 5. Rules Each committee may adopt rules for its own government not inconsistent
with these Bylaws or with rules adopted by the Board of Directors.
Article
VIII. Misc. Provisions
SECTION 1.
Fiscal Year The fiscal year of the Association shall commence on July 1 and terminate
on June 30 of the following year. SECTION 2. Notice Whenever under the provision of these Bylaws the Articles of Incorporation
of the Association or statute, notice is required to be given to a Board member,
member, committee members, or officer, such notice shall be given in writing,
by first-class, certified or register mail or by express delivery service, with
postage or express delivery charges thereon prepaid, to such person at his or
her address as it appears on the records of the Association. Such notice shall
be deemed to have been given when deposited in the United States mail or delivered
to the express delivery service. Notice may also be given by telegram, telephone,
faxed or via electronic mail, and will be deemed given when received, if followed
by a writing mailed on the same day or the next day. SECTION 3. Seal The official seal of the Association shall have inscribed thereon the name
of the Association and shall be in such form and contain such other words and/or
figures as the Board shall determine. The official seal may be used by printing,
engraving, lithographing, stamping or otherwise making, placing, or affixing
or causing to be printed, engraved, lithographed, stamped, or otherwise made,
placed or affixed upon any paper or document, by any process whatsoever, an
impression, facsimile, or other reproduction of said official seal. SECTION 4. Books and Records The association shall keep correct and complete books and records of account
and shall also keep minutes of the proceedings of its Board and committees having
any of the authority of the Board, and shall keep at its registered or principal
office a record giving the names and addresses of the members of the Board.
Following any year in which the Association's revenues exceed $75,000, the books
and records of account shall be reviewed by a certified public accountant employed
by the Board. The Board may, at its sole discretion, have the books and records
reviewed at any other time. The result of any such reviews shall be presented
to the board and published for the members.
Article
IX. Indemnification
The association
shall indemnify each member of the Board of Directors, as described in Article
V hereof, and each of its officers, as described in Article VI hereof, and its
executive director, for the defense of civil or criminal actions, suits, or
proceedings to the fullest extent permitted by the laws of the State of Virginia.
Every reference herein to a member of the Board or officer of the Association
shall include every Board member and officer thereof and former Board member
and officer. The right of indemnification herein provided shall be in addition
to any and all rights to which any Board member, executive director, or officer
of the Association might otherwise be entitled and provisions hereof shall neither
impair nor adversely affect such rights.
Article
X. Amendments
These bylaws or
the Constitution may be amended or repealed or new Bylaws adopted by an affirmative
majority vote of the Board at any regular or special meeting of the Board, and
a two-thirds vote of the active members present and eligible to vote at a regular
or special meeting of the Association, provided that notice of each proposed
amendment shall have been sent to each member at least 30 days prior to the
date of the meeting. A provision of the bylaws may be suspended by a three-fourths
vote of the active members present and voting at any duly called meeting. An
amendment shall be effective immediately after adoption unless a later effective
date is specifically adopted at the time the amendment is enacted.
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