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Bylaws changes

October 11, 2008

Ladies and Gentlemen:

The Capitolbeat board has revised the organization’s bylaws. Click here to read the proposed bylaws as proposed.

Update: And click here to the bylaws changes in a mark-up format that will allow you to see the difference between the old and new.

The following is an explanation of the the changes by Capitolbeat’s Legal Counsel Kevin M. Goldberg.

Dear ACRE Member,

Your Board of Directors, in an ongoing effort to reorganize, revitalize and reposition this organization for future growth held a Strategic Planning Retreat in Alexandria, Virginia on July 19-20. As part of this process, the Board reviewed the organization’s Bylaws to make necessary changes in the areas of Membership, Board of Directors composition, and the requirements and responsibilities of being an Officer.

The Bylaws state that, after the Board of Directors votes in favor of these proposed changes, the proposed new Bylaws must be posted on the organization’s website and presented to the Membership for its review. If no objections are received from a Voting Member within 30 days of the posting of the Bylaws on the website and circulation to the Membership, the Board may adopt the amended bylaws.

The Board of Directors approved a series of amendments to the organization’s bylaws by an electronic vote on Oct. 8, 2008. These changes are now being presented to ACRE Membership for review, as well as being posted to the website at https://capitolbeat.wordpress.com. They will also be discussed at the annual conference in Raleigh, NC during the session that will serve as the organization’s Annual General Membership meeting on Nov. 14, 2008 at 5:15 p.m.

Attached are clean and redlined versions of the proposed new Bylaws which incorporate the changes already approved by the Board of Directors. Please review each and be ready to present any objections to ACRE Legal Counsel Kevin M. Goldberg at Goldberg@fhhlaw.com or 703-812-0462 or in person at the annual meeting.

Kevin is willing to answer any questions you may have regarding each amendment, but has also provided ACRE members with the following summary which includes the Board’s rationale for each proposed change:

1. Article III – Membership
a. The term “Active Members” has been changed to “Voting Members” to allow for clarity upon the creation of a new “Affiliate Member” classification. You will notice, as well, that all references to “Active Members” have been changed to “Voting Members” throughout the document.
b. The ability to sit on ACRE Committees is added to the list of benefits conferred upon Voting Members. This is not a benefit afforded to Affiliate Members.
c. The “Affiliate Member” category has been created. The Board feels that the organization can benefit from the inclusion of other perspectives, especially from those persons with a demonstrated interest in state government interest, as long as those persons are not eligible to effect changes in the policies of the organization. These include “members of lobbying groups, members of trade organizations, citizen journalists and other journalists that don’t spend a substantial portion of their time on statehouse reporting, members of nonprofit advocacy groups”. They do not include: “members of foundations that do not fit our organizational values, politicians, members of political parties and PACs”. You will note that the Board is afforded substantial discretion in deciding whether to approve an application for Affiliate Membership status
d. While Affiliate Members cannot sit on committees, the Board believes that the organization will benefit from allowing Honorary Members to sit on Committees, as these are persons of high stature in our industry. Thus, this benefit was specifically added under the description of an Honorary Member.
2. Article V – Board of Directors
a. The term for each Board Member has been increased from one to two years.
b. Because of the difficulty in planning and effectuating an in-person meeting of the new Board immediately after its election, the Bylaws now state that the newly constituted Board simply needs to meet within one week of election. This takes the pressure off each prospective Board Member to amend his or her return travel plans; while we still endeavor to have the Board meet in person at the conference each year, the option to “meet” by telephone conference call within one week of the conference now exists. Thus, there is a meeting of some kind to kick off the new Board; it is just easier to accomplish.
c. The language relating to Committees has been changed to reflect changes agreed upon at the Board retreat. As per these changes, any Voting or Honorary Member can serve on a Committee (but no Affiliate Members may serve on a committee). The only exception is that any “Executive Committee” can only be comprised of Board Members. Each Committee must still be chaired by a Member of the Board of Directors. The Board is very interested in seeing Members become more active in the organization through committee membership and participation.
3. Article VI – Officers
a. The term for each officer has been changed from 1 to 2 years.
b. The President must now serve a full two year term as a Member of the Board of Directors prior to becoming President.
c. There is no longer a “Second Vice President”. Changes have been made which remove “First” from before “Vice President” and to move all of the former Second Vice President’s membership responsibilities to the Secretary.
4. Article VII – Meetings
Several minor changes have been made to bring this section of the Bylaws in line with the decision to have Voting Members and Affiliate Members. These changes reinforce that all Members can attend meetings, but only Voting Members will be able to vote.

After much discussion, the Board decided to retain the requirement of an Annual Meeting and to specifically require that this meeting be a session of the annual conference or convention, if such an event is held. If there is no annual conference or convention, there must still be an annual meeting, which can be held in person or electronically.

Again, you can send any comments or objections to Kevin M. Goldberg at Goldberg@fhhlaw.com or 703-812-0462 or present them in person at the Annual Meeting to be held in Raleigh, NC during the organization’s Annual General Membership meeting on Nov. 14, 2008 at 5:15 p.m.

Thank you,
The Association of Capitol Reporters and Editors Board of Directors

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