ARTICLE II: BOARD OF DIRECTORS
Section 1: Role. AMEJA is governed by a Board of Directors (”the Board”). There will be a minimum of seven board members and a maximum of 13. Board members are primarily responsible for carrying out the mission statement and for framing the organization’s direction and policy. AMEJA’s Board is empowered to form and disband committees in charge of specific organizational and functional areas, as deemed necessary.
Section 2: Terms. Board members are elected to the Board for two-year terms. The term of each Board member runs from the date of the Board meeting immediately following their election until, but not including, the date of the first Board meeting after the second subsequent Board election.
Section 3: Meetings. The Board meets at least eight times each year. In order to be a member in good standing, Board members are required to attend at least six of the eight meetings, unless otherwise approved by the full board. A Board meeting is considered in order if there is a quorum of at least half the Board members, plus one. Each Board member has one vote. Board meetings can only be attended by current Board members.
Section 4: Elections. Only full members may vote in Board elections. See ARTICLE IV, section lea) for the definition of a full member. 90 days before the Board election, the Board will appoint one of its members as an election officer. This election officer will not be eligible to run in the election. The election officer will select an online voting service and administer the election. Elections will be held every two years starting from December 2005.
Section 5: Removal. Board members who cannot fulfill their duties may be removed by an affirmative vote of two-thirds of the sitting members of the Board. The membership at large may also instigate action to remove one or more members from the Board, according to following procedure: one-third of all full, paid members must petition to hold a referendum for the removal of the Board member(s) in question. The Board member(s) shall be removed if the referendum for removal wins by a two-thirds majority of those voting.
Section 6: Vacancies. Any vacancies that occur during a term of office may be filled by the election of a new Board member for the remainder of the unexpired term by a two-thirds vote of the remaining Board members. If the number of Board members then in office is less than a quorum, any vacancy/vacancies on the Board may be filled by approval of a simple majority of the Board members then in office or by a sole remaining Board member.
Section 7: Officers. The Board has up to nine officers: a President, a Vice President, a Treasurer, a Deputy Treasurer, a Secretary, a Deputy Secretary, an Events Planner, a Webmaster and a Deputy Webmaster. The Webmaster and Deputy Webmaster positions can be held by Board members who already hold one other officer post. Officers must be current Board members. Officers are appointed by a majority vote of the sitting Board members at the Board meeting immediately following the Board election. Officers serve for a term of two years, from the Board meeting at which they’re appointed officers until, but not including, the first Board meeting after the subsequent elections. Vacancies may be filled during the year for the duration of the term. No officer is allowed to serve more than two consecutive terms in the same position.
Section 8: Responsibilities of officers.
(a) President. the president shall, subject to the control of the Board of Directors, generally supervise and direct the business and the officers of AMEJA. He/she shall preside at all meetings of the members and at all meetings of the Board of Directors. He/she shall have such powers and duties as may be prescribed by the Board of Directors.
(b) Vice-President. In the absence or disability of the president, the Vice- President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice-President shall have such other powers and perform such other duties as from time-to-time may be prescribed for him/her by the Board of Directors.
(c) Secretary. The Secretary shall attend to the following:
a. Book of minutes. The Secretary shall keep or cause to be kept, a book of minutes of all the meetings and actions of directors, committees of directors, the names of those present at such meetings, and the proceedings of such meetings.
b. Membership records. The Secretary shall keep, or cause to be kept, a record of members, showing the names of all members, their email addresses, and the class of membership held by each.
c. Notice. The Secretary shall give, or cause to be given, notice to the relevant parties of all meetings of the members and of the Board on the Website and/or via email.
d. Deputy Secretary: The Deputy Secretary will assist the Secretary with his/her duties. The Deputy Secretary will perform the Secretary’s duties in the event of the absence or disability of the Secretary.
e. Treasurer. The Treasurer shall attend to the following:
I. Books of account. The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of AMEJA, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. The books of account shall be open to inspection by any director at all reasonable times.
II. Deposit and disbursement of money and valuables. On incorporation, the Treasurer shall deposit all money and other valuables in the name and to the credit of AMEJA with such depositories as may be designated by the Board of Directors; shall disburse the funds of AMEJA as may be ordered by the Board of Directors; shall render to the President and directors, whenever they request it, an account of all of his/her transactions as Treasurer and of the financial condition of AMEJA; and shall have other powers and perform such other duties as may be prescribed by the Board of Directors.
f. Deputy Treasurer: The Deputy Treasurer will assist the Treasurer with his/her duties. The Deputy Treasurer will perform the Treasurer’s duties in the event of the absence or disability of the Treasurer.
g. Webmaster: the Webmaster shall maintain, or cause to be maintained, the AMEJA Website (www.ameja.org) This position can be held by an existing officer.
h. Deputy Webmaster: The Deputy Webmaster will assist the Webmaster with his/her duties. The Deputy Webmaster will perform the Webmaster’s duties in the event of the absence or disability of the Webmaster. This position can be held by an existing officer.
ARTICLE III: BOARD OF ADVISERS
The Board may, at its discretion, form a Board of Advisers, comprised of media professionals and academics of outstanding achievement. This Board of Advisers will provide advice to the AMEJA Board.
ARTICLE IV: MEMBERSHIP
Section 1: Definition. Membership shall be open to all persons interested in the purposes of AMEJA. All categories of members may attend any AMEJA event except for Board meetings, which may only be attended by those with Full Membership (see definition below). All of AMEJA’s membership categories and fees are determined by the Board and are subject to revision at the discretion of the Board. All applications for membership are subject to the approval of the Board. There are three categories of membership, none of which currently carry fees:
(a) Full Membership: Journalists working in the U.S. or for a U.S. media organization in the Middle East. This category includes full-time, part-time and freelance professionals who derive most of their income from journalistic work in print, broadcast or electronic media. This category of membership allows the member to vote in Board elections and to run for a Board seat.
(b) Associate Membership: Publicists, academics or other individuals with an interest in media coverage of the Middle East. Associate members cannot vote in Board elections or run for Board seats.
(c) Student Membership: Student members will be individuals with an interest in pursuing a career in journalism who are enrolled in full or part-time education. Student members cannot vote in Board elections or run for Board seats.
Section 2: Termination. The Board may terminate any member’s membership of AMEJA by a two-thirds vote of the Board.
ARTICLE V: CHAPTERS
AMEJA’s Board has the authority to form Chapters in different cities and towns within the United States of America as well as overseas that are intended to act as a local resource for members who work or live within that region. Chapters are formed at the discretion of the Board. Chapters must abide by the mission of AMEJA and its Bylaws. Chapters may be disbanded by a two-thirds majority vote of the AMEJA Board. Any public statements issued by an AMEJA Chapter must be of a local nature and must be approved by the AMEJA Board. AMEJA Chapters are not authorized to issue press releases or make other public statements on behalf of AMEJA. All Chapter coordinators must be full AMEJA members and must be approved by a two-thirds majority of the AMEJA Board. Participation in an AMEJA Chapter does not constitute AMEJA membership.
ARTICLE VI: FISCAL YEAR
AMEJA’s fiscal year shall be determined by the Board of Directors.
ARTICLE VII: TRADEMARK
AMEJA intends to trademark its name and logo.
ARTICLE VIII: INDEMNIFICATION
AMEJA may, to the fullest extent now or hereafter permitted by and in accordance with the standards and procedures provided for by Sections 721 through 726 of the Not-for-Profit Corporation Law and any amendments thereto, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of thefact that he, his testator or intestate was a Member, Director, Officer, employee or agent of AMEJA, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees.
ARTICLE IX: AMENDMENTS
These bylaws may be amended from time to time by a majority vote of the members of the Board at a meeting of the Board.