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By-laws of the Mississippi Press Association

Adopted June 21, 1980  
Amended June 19, 1981 
Amended June 16, 1984 
Amended June 12, 1986 
Amended Jan. 17, 1987  
Amended June 20, 1987
Amended June 18, 1990
Amended June 26, 1998
Amended June 15, 2001
Amended June 12, 2003
Amended June 23, 2006
Amended June 21, 2013
 
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 United States of America and the State of Mississippi.

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 judgment 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 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 Membership  (Active, Affiliate, Associate, or Extra-Regional) as set forth in these by-laws; and provided they have been active representatives of member newspapers, or affiliate or associate firms,  in good standing for at least one year prior to consideration for Honorary Membership,   or provided individuals have been honored by induction into the MPA Hall of Fame. Once approved, the individuals shall be considered as lifetime Honorary Members, as long as they remain in good standing, and maintain standards which would reflect credit on the association.  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 elected to three-year terms. The immediate past president shall serve until his or her successor is elected and for at least one year. No director shall serve more than three consecutive terms unless he or she 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 First Vice-President, Second Vice-President and Treasurer, each of whom upon election shall serve until a successor is elected and for at least one year. Upon presentation to the membership, additional nominations from the membership to 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 tri-county metro Jackson area in the State of Mississippi or designate and appoint a resident agency upon which service of a 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.
 

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