BY-LAWS
Adopted June 21, 1980 Amended January
17, 1987
Amended June 19, 1981 Amended June 20,
1987
Amended June 16, 1984 Amended June 18,
1993
Amended June 12, 1986 Amended June 26,
1998
Amended June 15, 2001 Amended June 12,
2003
ARTICLE I - NAME: This organization shall be known as the
Mississippi Press Association.
ARTICLE II - PURPOSE: The purpose of this organization shall be to
advance the welfare and promote the best interests of its member newspapers in
all matters so that as a free and strong press they may best serve our state,
nation, and people; to cultivate friendly relations and the exchange of useful information
among members; and to promote and maintain a high standard of ethics in the
newspaper profession and to elevate the standards of journalism in our
state. This association shall be a
non-profit organization, and no earnings shall inure to the benefit of any
individual, firm or corporation. It is
the association’s intent that such purposes, and the activities involved in
carrying them out, be in accordance with the antitrust laws of the
ARTICLE III - MEMBERSHIP:
Section 1. Membership in the association shall be of six
classes: Active, Extra-Regional,
Student, Affiliate, Associate and Honorary.
Section 2. Active Membership
shall be limited to newspapers located and published from within the state of
Mississippi, and which maintain a general circulation predominately to bona
fide paying subscribers; maintain a legitimate list of its bona fide paying
subscribers; is not published primarily for advertising purposes; maintains a
periodicals postal permit for the distribution of its mail subscriptions; has
not contained more than seventy-five percent (75%) advertising in more than
one-half (1/2) of its issues during the previous twelve (12) months; is
regularly issued at stated intervals no less frequent than once a week, except
for state public college and university newspapers in which the frequency
interval requirement may be waived when said publications meet all other
requirements for active membership as prescribed in this section, and that
those publications are recognized by the administration of the state public
colleges and universities as the official student publication for their institutions; bears a
date of issue and is numbered consecutively; is formed of printed sheets; is
originated and published for the dissemination of current news and intelligence
of varied, broad and general public interest, announcements and notices,
opinions as editorials on a regular or irregular basis, and advertising and
miscellaneous reading matter; is not designed primarily for free distribution
or for circulation at a nominal rate; shall not include a newspaper, periodical
or publication which is published, sponsored by, is directly sponsored
financially by, or is published to further the interests of, or is directed to,
or has a circulation restricted in whole or part to any particular sect,
denomination, labor or fraternal organization or other special group or class
of citizens, or which primarily contains information of a specialized nature rather than information of varied,
broad and general interest to the general public; and shall, in the judgement
of the Board of Directors, be of high ethical and journalistic standards which
would reflect credit on the association.
Section 3. Any bona fide newspaper, qualified under
Section 2, located and published in another state shall be eligible to become
an Extra-Regional Member of the association.
Section 4. Any bona fide student newspaper of any
four-year university or any two year community college located within the state
of Mississippi, whether state supported or private, shall be eligible to become
a Student Member of the Association, provided that such newspaper is originated
and published for the dissemination of current news and intelligence of varied
broad and general interest to the university or college community and is not
published, sponsored or financed by or to further the interests of any
particular sect(s), denomination(s), fraternal organization(s), profession(s),
or trade(s), or other special group(s), or class(es)
of persons; and provided that such newspaper is, in the judgement of the Board
of Directors of the association, of the highest ethical and journalistic
standards which would reflect credit on this association.
Section 5. Affiliate
Membership shall be limited to publications which do not qualify for regular,
Active Membership; but must meet the following criteria to qualify for this category of Affiliate membership; must not
be published primarily for advertising purposes; must not have contained more
than seventy-five percent (75%) advertising in more than one-half (1/2) of its
issues during the previous twelve (12) months; is regularly issued at stated
intervals no less frequent than once a month, except for
those in which the frequency interval requirement may be waived when said
publications meet all other requirements for Affiliate Membership as prescribed
in this section; bears a date of issue; is formed of printed sheets; is
originated and published for the dissemination of current news and
intelligence of varied, broad and general public interest, announcements and
notices, opinions as editorials on a regular or irregular basis, and
advertising and miscellaneous reading matter; may be designed for paid or free
distribution; and shall, in the judgement of the Board of Directors, be of high ethical and journalistic standards which would
reflect credit on the association.
Section 6. Any individual, firm or
corporation engaged in the business of supplying goods or services for direct
use in the operation or production of the newspapers published by active
members of the association, including but not limited to supply, equipment and
newsprint firms, newspaper representatives, news and feature syndicates and
Sunday magazine publishers or individuals or firms interested in the promotion
of bona fide newspapers as defined in Article III, Section 2 shall be eligible
to become an Associate Member of this association.
Section 7. Extra-Regional and Student Members shall be
entitled to all membership privileges except the right to vote or to have their
representatives hold office of this Association.
Section 8. Affiliate and Associate Members shall be
entitled to such privileges as the Board of Directors shall prescribe. However, under no circumstances shall they
have the right to vote or hold office of this association.
Section 9. Honorary Membership may be extended to
persons in recognition of distinguished service to the press or public
interest, provided such persons have retired from a connection which would
qualify them for Active Membership as set forth in these by-laws; and provided
they have been active representatives of member newspapers in good standing for
at least one year prior to application for Honorary Membership. The amount of dues shall be fixed by the
Board of Directors. Honorary membership
shall be entitled to all privileges except voting and holding office.
Section 10. Admission to any of the six classes of
membership shall be by approval of a majority of the Board of Directors of this
association.
Section 11. Each active member establishment shall be
entitled to only one official representative, who shall have the power to vote
and hold office. Such official
representative shall be limited to a person owning, publishing or otherwise
employed in an executive capacity with the newspaper.
Section 12. Each member establishment shall have the
privilege of having additional representatives who may be entitled to all
privileges of the association except voting and holding office.
Section 13. Any member may be expelled by the Board of
Directors by a two-thirds vote after notice and hearing for conduct unbecoming
a member.
ARTICLE IV - DUES: The membership for Active, Extra-Regional,
Student, Affiliate, Associate and Honorary members shall be determined in
advance for each calendar year by the Board of Directors. Failure of any member to pay dues within one
month from January 1 of each year automatically suspends said member. Reinstatement shall be on terms and
conditions as prescribed by the Board of Directors.
ARTICLE
V - MEETINGS & CONVENTIONS:
Section 1. The annual conventions of the association
shall be in the summer of each year at a time and place determined by the Board
of Directors.
Section 2. Other meetings of the association may be held
at such times and places as the Board of Directors shall determine upon thirty
(30) days written notice.
Section 3. At all association membership meetings, the
official representatives of twenty five (25) member newspapers present shall
constitute a quorum.
Section 4. The Board of Directors may transact business
on behalf of the association when the membership is not assembled, subject to
the limitations set forth in these bylaws. The Board of Directors shall meet on
call by the president of the association, or upon authority of a majority of
its members.
ARTICLE VI - BOARD OF
DIRECTORS:
Section 1. The Board of Directors shall be composed of
the immediate past president and twelve (12) other members, four of whom shall
be elected each year for three-year terms.
The immediate past president shall serve for one year. No director may serve for more than two
consecutive terms unless he is serving as an officer of the association.
Section 2. A director will automatically retire from the
board should he be absent without valid reason from more than half of the
called meetings of the board between conventions of the association.
Section 3. The Board of Directors shall nominate from
its membership candidates for vice-president for dailies, vice president for
weeklies, and treasurer, each of whom upon election shall serve for one year or
until a successor is elected. One of the
vice-presidents shall be designated as president-elect on a rotation basis for
dailies and weeklies. Upon presentation
to the membership for election, additional nominations from the membership of
the Board of Directors may be made from the floor.
Section 4. The president shall preside at all meetings
of the membership and of the Board of Directors.
Section 5. The Board of Directors shall appoint a
Secretary-Manager. Remuneration for the
services of the Secretary-Manager and his duties and responsibilities shall be
determined by the Board of Directors.
The Secretary-Manager shall furnish surety bond in such amount as the
Board of Directors shall deem necessary, the cost of the bond to be paid by the
association.
Section 6. The Board of Directors may fill any officer’s
or director’s position which becomes vacant between annual meetings, the
appointee to serve until the next annual meeting.
Section 7. A majority of the members present at the time
a meeting of the Board of Directors is held shall constitute a quorum of that
body.
ARTICLE VII - AMENDMENTS: These by-laws may be amended
at any regular meeting of the membership, or at a special meeting called for
that purpose upon vote of the majority of active members present who constitute
a quorum as defined in Article V, Section 3, providing that any amendment
proposed for adoption shall have been submitted in writing to such meeting at
least one day before such adoption.
By-laws may also be amended by a referendum of the membership when
authorized by the Board of Directors at any regular meeting thereof.
ARTICLE
VIII - COMMITTEES:
Section 1. The president shall appoint such standing
committees as he deems necessary, subject to the approval of the Board of Directors. The standing committees shall meet at times
suitable to the members.
Section 2. The president shall appoint at the
appropriate time, in addition to the foregoing committees, a Nominating
Committee, the purpose of which shall be to present to the membership at its
annual meetings its recommendations of persons to fill the expiring director’s
terms. The Nominating Committee will be
composed of five members, two each from dailies and weeklies and including one
past president as its chairman.
ARTICLE IX - OFFICE-RESIDENT
AGENT: The Corporation shall have
and continuously maintain an office in the City of Jackson, Hinds County,
Mississippi, or designate and appoint a resident agent upon which service of
process can be made in accordance with Section 79-3, Mississippi Code of 1972.
ARTICLE X - NON-LIABILITY FOR
DEBTS: The private property of the
members and Board of Directors shall be exempt from execution or other
liability for any debts of the Corporation and no member or members of the
Board of Directors shall be liable or responsible for any debts or liabilities
of the Corporation.