BYLAWS OF THE MISSOURI OUTDOOR COMMUNICATORS
Article 1. Offices.
The principal office of the Missouri Outdoor Communicators, Inc. (MOC) shall be in the state of Missouri or at such other place as may be specified by the Board of Directors. MOC may have offices at such other places as the Board of Directors may determine.
Article 2. Purposes and Powers.
2.1. The mission and purposes of MOC are to advance knowledge of natural resources and related recreational pursuits, to improve MOC members' communication skills, to promote outdoor communications, to encourage appropriate use and conservation of natural resources, and to mentor the next generation of outdoor communicators.
2.2. MOC may adopt policies dealing with the ethical conduct of its members.
2.3. MOC shall have all powers granted or allowed to not-for-profit corporations by applicable law.
2.4. No substantial part of the activities of MOC shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and MOC shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. MOC shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the United States Internal Revenue Code or any corresponding provision of any future United States Internal Revenue law or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the United States Internal Revenue Code or any corresponding provision of any future United States Internal Revenue law.
Article 3. Membership.
3.1. Classes. There shall be the following classes of membership in MOC.
(A) Active members are those fully meeting the requirements for one or more categories of membership listed in this paragraph or partially meeting the requirements for more than one category such that in the opinion of the Board of Directors the equivalent of full membership has been met. The categories of membership and minimum requirements for each within the 12 months before application are:
- Newspaper staff writer/columnist/editor-20 columns or stories published;
- Still photographer-24 photographs published;
- Illustrator/cartoonist/artist-5 works published;
- Motion picture/videotape/audiotape producer-one motion picture or videotape or audiotape produced;
- Broadcast communications-60 minutes of original outdoor television programming or 20 original radio programs receiving first-time airing;
- Full-time magazine staff member-masthead listing or letter from the editor;
- Freelance magazine writer and/or part-time magazine staffer-5 articles published;
- Book author/editor-publication or completion of a book;
- Lecturer-18 lectures;
- Full-time information employee of government or nonprofit agency-employment as writer, photographer, illustrator, cartoonist, artist, film, video, or audio producer, broadcast communicator, editor, or lecturer for a government agency or nonprofit organization;
- Employee of outdoor-related industry, agency, etc.-full-time employment producing material for media use for an outdoor-related manufacturer or service;
- Full-time educator/instructor-full-time teacher or other educator whose subject matter includes nature, conservation, or outdoor recreation subjects;
- Internet communicator-production of outdoor-related materials for internet distribution.
All materials used to support eligibility must have been produced for pay. After being accepted as an Active member, if a member remains in good standing by payment of all applicable membership fees and dues, he or she shall not be required again to meet the membership criteria. Lapsed members reapplying shall submit documentation of their qualifications.
(B) Senior-Active members are those who have been Active members for 20 years or have been Active members for 10 years and attained age 65. Senior-Active members are not required to maintain membership criteria, but enjoy all rights of Active members.
(C) Supporting members are individuals, organizations, and firms with an interest in the outdoor field who support MOC's programs and activities.(D) Honorary Members are those selected by unanimous vote of the Board to be granted this status because of outstanding achievement or distinguished service. Honorary members shall not be charged annual membership fees and dues and shall not be entitled to vote, hold office, or participate in the business affairs of MOC.
(E) Life Members are those Active members selected by unanimous vote of the Board to be granted this status because of long, loyal, and distinguished service to MOC. Nomination for Life membership may be made to or by any Board member, accompanied by a listing of the accomplishments and service of the person nominated. Life members are not required to meet membership criteria. The Board may waive membership fees and dues for Life members.
(F) Apprentice Members are those who express the goal of becoming Active members but do not yet meet membership criteria and who agree to work under the supervision of an Active member to accomplish that goal. Apprentice membership is limited to three years duration.
3.2 Rights. Only Active, Senior-Active, and Life members shall be entitled to vote, hold office, or take part in the business of MOC, except as otherwise provided in these bylaws
3.3. Fees. The Board shall establish the fees and dues to be charged for each class of membership.
3.4. Application. Application for membership in any class shall be made to the Board on a form approved by the Board, and signed by a member as sponsor. The Board may reject an application for any reason, including but not limited to the following:
- the applicant has been convicted of the violation of any federal, state or provincial game or wildlife law or regulation;
- the applicant has been convicted of any criminal offense;
- concern about the applicant's adherence to professional ethical standards;
- a history of criminal or disruptive behavior;
- misstatements in the application for membership;
- violation of professsional ethicdal standards;
- concern about the applicant's membership adversely affecting the governance, purposes or goals of the Missouri Outdoor Communicators.
3.5. Discipline of Members. If a complaint is made to the Board challenging the ethical conduct or suitability for membership of any member, the Board Chair shall investigate the complaint, which investigation shall include informing the member whose conduct or membership is questioned of the complaint and seeking information from that member. The Board Chair shall report the results of this investigation to the full Board, which shall determine whether it appears that discipline of the member may be warranted. If the Board concludes that discipline may be warranted, the accused member shall be so informed, and shall be given an opportunity to appear at a Board meeting to address the matter. Unless the member consents to a shorter period, the member shall be given at least 30 days notice of the meeting at which the matter of assessing discipline shall be addressed by the Board. Grounds for disciplinary action shall include but not be limited to those grounds stated in paragraph 3.4 with respect to actions on application for membership. Discipline imposed by the Board may be suspension of membership or expulsion, or any other action the Board deems appropriate. The Board shall inform the accused member of its action on a complaint within 30 days of such action, and may announce such action and the grounds for such action to the membership by publication in MOC Talk, but all Board members, officers, and employees of MOC to whom information about such disciplinary actions comes shall exercise reasonable care in refraining from unnecessary publication of information about such actions. The portion of any Board meeting addressing such disciplinary matters shall be closed to all except Board members and anyone else whose presence is requested by the Board.
Article 4. Use of MOC name and logo.
4.1. All members in good standing shall be entitled to use the MOC name and logo on personal documents and personal web sites, provided that they also list their membership class.
Article 5. Annual Meeting.
5.1. There shall be an annual meeting of the members of MOC, to be held at a place and time selected by the Board of Directors. At such meetings those in good standing as members of the voting classes of membership shall be entitled to vote upon all matters coming before the meeting. A quorum shall be constituted by ten such members. Unless contrary to these bylaws, Robert's Rules of Order shall govern the meeting.
Article 6. Board of Directors.
6.1. Powers of Board. Subject to any limitations imposed by the Articles of Incorporation, these bylaws, and any applicable statute concerning actions required to be authorized or approved by the membership, all corporate powers of MOC shall be exercised by or under the authority of the Board of Directors, and the management of MOC shall be controlled by the Board of Directors. The Board may appoint and terminate the appointment of an Executive Director, special advisors or counselors such as Legal Counsel, Historian, Supporting Member Liaison, and Parliamentarian. The Board may delegate such powers as it deems desirable to any Officer, to the Executive Committee or any other committee, or to any other person or persons.
6.2. Membership of Board. The membership of the Board of Directors shall consist of (a) six Directors who are elected by the membership and (b) the Officers of MOC.
6.3. Meetings and Conduct of Board Business. The Board of Directors shall hold an annual organizational meeting as soon as practicable after the annual meeting of MOC, at which Officers shall be elected, and shall meet at such other times as set by the Board or called by the President or by members of the Board. Call for a meeting may be made by the President or by three or more members of the Board informing the Secretary that a meeting is being called. The Secretary shall make reasonable efforts to notify all Board members of the time and place of each called Board meeting as much in advance of the meeting as possible. A majority of the total current membership of the Board, including the person presiding, shall constitute a quorum. A simple majority of the Board members voting at a meeting at which a quorum is present shall be sufficient to approve any issue coming before the Board except as otherwise required by these bylaws or by applicable law. The officer presiding shall vote only in the event of a tie. Board members may participate in meetings of the Board by means of telecommunications equipment by which all persons participating can hear each other at the same time, and participation by such means shall be the equivalent of being present in person. Written minutes shall be prepared for all meetings and shall be circulated to the Board members. The Board may also conduct business by correspondence, including electronic correspondence, and any matters agreed to by a majority of the total membership of the Board shall be the action of the Board, which shall be recorded by the Secretary and kept and distributed in the same manner as meeting minutes.
Article 7. Directors.
7.1 Qualifications. Each Director shall be elected for a term of three years, and two Directors shall be elected by the members of MOC each year at the annual meeting. Only active, senior-active, and life members in good standing may be elected as Directors. A vacancy shall be declared in the event a Director dies, resigns, loses the status required for election, or fails to attend two Board meetings without being excused by the Board. A Director vacancy may be filled by the Board Chair appointing a person possessing the status required for election, but such appointment shall be effective only until the next annual meeting of members.
7.2 Nomination of Directors. Nominations for election as Director shall be made by the Nominating Committee. The Nominating Committee shall select a slate of at least as many candidates for Director as there are current vacancies. The names of the persons thus nominated shall be published in MOC Talk. No other nominations for election to the Board of Directors shall be permitted unless made in writing to the Board Chair by five or more active, senior-active, or life members in good standing within thirty days after publication of the list of persons nominated by the Nominating Committee. If any additional nominations of qualified members are thus made, and if such members consent to the nomination, the names of the additional nominees shall be published in MOC Talk.
7.3. Election of Directors. Election of Directors shall be by mail balloting, with ballots listing the nominees sent to all members entitled to vote, with a requirement that they be returned to a Board-designated teller for counting at least thirty days before the annual meeting. Ballots upon which write-in votes are attempted shall not be counted. The number of Directors to be elected shall be two for full three-year terms, plus one to fill each vacancy for the unexpired term of a previously elected Director. The two nominees with the highest vote totals shall be elected to fill the full terms, and any unexpired terms shall be filled by the nominees with the next highest totals, with the longest unexpired term going to the nominee with the highest total who is not elected to a full term, and so on, with the President resolving any tie in the voting. The Board may regulate Director elections.
Article 8. Officers.
8.1. Officers. The Officers of MOC shall be as follows, all of whom shall be voting members of the Board except the officer then presiding:
A President, who shall preside at membership and Board meetings, appoint committees and their chairs, and serve as ex-officio member of all committees;
A Vice President, who shall be the President-Elect for the following year, perform the duties of President in the President's absence, and be responsible for the annual meeting;
A Secretary, who shall attend and record the Board and membership meetings and proceedings of MOC, issue notices of meetings, keep membership records, be a member of and chair the Membership committee, and perform the duties of Vice President in the Vice President's absence;
A Treasurer, who shall keep all financial records, chair the Finance Committee, be designated as a signatory on all MOC accounts, supervise the financial affairs of MOC, be a member of the Membership committee, and perform the duties of Secretary in the Secretary's absence;
A Newsletter Editor, who shall edit the MOC newsletter, MOC Talk, and attend and report upon the Board and membership meetings
A Supporting Member Liaison, who shall coordinate activities and relationships between the general membership and supporting members, and shall attend Board meetings to report upon such activities and relationships as well as to report board activities, decisions and policies to the supporting members.
8.2. Qualification, Terms, and Election of Officers. Only Active, Senior-active, and Life members in good standing may be elected as Officers, except the Supporting Member Liaison. No person may be elected to fill more than one office at the same time, and no person may serve simultaneously as both an Officer and a Director. All officers shall be elected for one year terms. Neither the President nor the Vice President shall serve consecutive full terms, and neither the Secretary nor the Treasurer shall serve more than three consecutive full terms, but there shall be no term limits on other offices. All elections to fill expired terms shall be conducted at the annual organizational meeting of the Board, and any Board member may nominate anyone possessing the qualifications for election to any office. A vacancy shall be declared in the event an Officer dies, resigns, or fails to attend two Board meetings during a one-year term without being excused by the Board. If a vacancy occurs in any office, the Board shall fill the vacancy by election.
Article 9. Committees.
9.1. There shall be an Executive Committee comprised of the President, the Vice President, the Secretary, and the Treasurer, which shall conduct the business of the Board between meetings of the Board and shall have such powers as are delegated to it by vote of the Board, with all actions of the committee between Board meetings being subject to approval of the Board at the next meeting.
9.2. There also shall be the following committees, each of which shall have at least three members, the chairs of which shall be appointed annually by the President and the members of which shall be appointed by the respective committee chairs, unless these bylaws provide otherwise:
A Finance Committee, which shall be chaired by the Treasurer and shall supervise the finances of MOC;
A Nominating Committee, which shall be chaired by the President and shall submit nominations for Director as required by these bylaws;
A Supporting Member Committee, which shall be chaired by the Supporting Member Liaison;
A Craft Improvement Committee, which shall solicit and disseminate information to aid members who wish to improve their craft and their compensation for it;
A Buck Rogers Memorial Fund Committee, which shall oversee the application for and distribution of money in the fund, for the purpose of encouraging aspiring outdoor communicators in their professional growth and development, and in so doing shall promulgate scholarship application forms, solicit applicants, review applications and recommend scholarship recipients to the Board, and announce such awards; and
A Membership Committee, which shall consist of the Secretary, who shall chair the committee and report committee activities to the Board at each meeting, the Treasurer, the Supporting Member Liaison, and other members selected by the President or the Secretary. The committee shall assure that accurate membership records are maintained in a timely manner, including processing applications and renewals, and shall provide full and timely information to the newsletter editor and to the person producing the directory. The committee also shall oversee and encourage recruitment of new members, but such recruitment shall remain the responsibility of all MOC members.
9.3. The President may appoint additional committees for any advisory purpose, to serve during thePresident's term.
Article 10. Indemnification.
Each past and present Director and Officer and Counsel of MOC and his or her personal representatives shall be indemnified by MOC against liabilities, expenses, attorneys' fees, and costs incurred in connection with or arising out of performance of duties or status as such Director, Officer, or Counsel, except liabilities, expenses, fees, and costs arising from or incurred as a result of negligence or misconduct in performing his or her duties as Director, Officer, or Counsel. Such indemnification shall include amounts paid by way of compromise settlement if the terms of the settlement are approved by the Board of Directors. In determining whether liabilities, expenses, fees, or costs arise from or are incurred as a result of negligence or misconduct by the Director, Officer, or Counsel, the Board may rely conclusively upon an opinion of independent legal counsel retained for the purpose of rendering such an opinion. A current Officer or Director shall abstain from voting on any issues pertaining to his or her own indemnification.
Article 11. Indebtedness.
The Board, by a two-thirds vote, may authorize the Officers to incur indebtedness on behalf of MOC.
Article 12. Dissolution.
Upon dissolution of MOC, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of MOC, transfer the assets of MOC to such organizations, organized and operating exclusively for charitable, educational, religious, or scientific purposes as shall, at the time, qualify as tax exempt organizations under section 501(c)(3) of the United States Internal Revenue Code or any corresponding provision of any future United States Internal Revenue law, as the Board of Directors shall select. Any assets of MOC not thus disposed of by action of the Board of Directors shall be disposed of by the court of the county in which the principal place of business of MOC is then located, but only to organizations organized and operated for such purposes and qualifying for such tax exempt status
Article 13. Amendment.
Changes to these bylaws may be proposed in either of the following ways.
(a) A change may be proposed by a two-thirds vote of the Board. A change proposed in this way shall be published in MOC Talk and submitted to the membership by mail balloting, with ballots identifying the proposed changes sent to all members entitled to vote, with a requirement that they be returned to a Board-designated teller for counting at least thirty days before the annual meeting.
(b) A change may be proposed by the written initiative of fifteen per cent (15%) of the members of MOC who are entitled to vote. A change proposed in this way shall be submitted in writing to all Board members at least 90 days before the annual meeting. If the Board determines that the proposed change is in legal form, it shall be published in MOC Talk and submitted to the membership by mail balloting, with ballots identifying the proposed changes sent to all members entitled to vote, with a requirement that they be returned to a Board-designated teller for counting at least thirty days before the annual meeting.
A simple majority of votes cast shall be sufficient to approve changes proposed by either of the permitted ways.
Article 14. Notices.
All notices provided for in these bylaws, other than those required to be published in MOC Talk, if made by certified mail, return receipt requested, shall be effective upon the date the notice is placed in a United States mail receptacle or delivered to the United States Postal Service, or upon hand delivery. A person entitled to notice shall be deemed to have waived notice of a meeting if attending or participating in the meeting.
Article 15. Policies of Missouri Outdoor Communicators.
15.1 Lease, loan, gift or discount sale of equipment and services are commonly accepted practices between manufacturers or other providers and outdoor communicators. A clear understanding of conditions of acceptance must precede acceptance of equipment or services. Members shall enclose a billing request when soliciting samples except for consignments by agreement or temporary loans of equipment. Members shall not promise favorable editorial comments in exchange for equipment or services.
15.2 Members must be disclose the rights they offer when selling their creative work such as manuscripts and photographs, such as First North American Serial Rights, One-Time Rights, or Simultaneous Rights. If photographs taken by others are submitted with a story, members must disclose the identity of the photographer and give proper credit.
15.3 Each activity, including pre- and post-conference trips, should be in accordance with the purposes of MOC as stated in these bylaws.
[as revised by membership vote September 13, 2015]