The Purposes of this Association are to advance the profession of journalism; to examine the news and the services of The Associated Press, and to make periodic reports thereon for the purpose of assisting The Associated Press in providing its member newspapers with services of a nature and quality that best meet the needs of the member newspapers; and to provide a means of cooperation between the editorial representatives of the members of The Associated Press and the management hereof in the attainment of these goals.

SECTION 1: Any person who is the editor, executive editor or managing editor, or holds any other title that provides for senior responsibilities for the news, online or editorial staffs of a member newspaper of The Associated Press or The Canadian Press shall be eligible for membership in this Association.

(A) - Upon application of the individual, the Board of Directors may continue the membership of a member editor who is no longer a news executive on the staff of an Associated Press or Canadian Press member newspaper but who now is a news executive of a corporation which owns AP or CP member newspapers, or who now is a Publisher of an AP or CP member newspaper, providing the member wishing to continue membership otherwise meets membership requirements. Such continued members who are executives of AP or CP members newspapers shall be eligible to vote for the Board of Directors and shall have all of the other rights and privileges of membership in the Association. Such continued members who are not executives of AP or CP members newspapers shall not be eligible to vote for the Board of Directors but shall have all of the other rights and privileges of membership in the Association.

SECTION 2: The chief news executive of an AP/CP member newspaper, or a designee who meets the above requirements, automatically shall be a member of the Association.

SECTION 3: Any eligible person who attends an APME convention, or who actively participates in Journalism Studies and/or other significant activities of APME, shall be considered a member of the Association.

(A) - Membership of any person other than the top editor of an AP/CP member newspaper shall cease and terminate without action by the Association if such member fails, during a period of three years, to participate in the work of the Association, either through convention attendance, Journalism Studies or other significant activities.

SECTION 4: If any member whose membership is terminated as provided in the preceding section of this Article shall be a director or officer of the Association or member of a committee, the member shall cease to be a director or officer or committee member upon the termination of membership.

SECTION 5: A newspaper may have more than one member of the Association, but only one member per newspaper may vote.

(A) - Voting shall be by secret ballot of those members attending a meeting, or by absentee ballot.
(B) - The president shall appoint an election committee and name its chair at the previous year's convention.
(C) - Absentee ballots for election of members of the Board of Directors, or certain other votes as determined by the executive committee, shall be mailed to those members requesting them from the chair of the elections committee. Absentee balloting will be open for a 21-day period beginning 30 days before the annual convention. Marked ballots must be returned to the convention.
(D) - Absentee ballots must be received and counted prior to the opening of the polls for personal voting. Results of absentee ballots may not be made public until all voting has been completed. If one member from a newspaper votes by absentee ballot, no other member from that newspaper may vote.

SECTION 1: There shall be an annual meeting of the members of the Association at a time and place to be designated by the Board of Directors. Notice of the annual meeting shall be given by mail not less than thirty days before the appointed date.

The annual meeting of the members shall be open to all editors and news executives of newspaper members of The Associated Press or The Canadian Press.

SECTION 2: The members present at the annual meeting shall constitute a quorum.

SECTION 1: The affairs of the Association shall be managed by a Board of Directors. The Board shall consist of twenty-four members of the Association, to be elected as prescribed in Section 2 of this Article; the officers; and the top two senior news executives of The Associated Press, both of whom shall be members ex officio.

SECTION 2: Directors shall be elected to serve terms of three years, but no director shall hold office for more than two consecutive terms. A partial term of two years shall be considered a full term for the purposes of this Section. The terms of eight directors shall expire each year. Directors shall continue in office until their successors are elected and shall have qualified. Directors elected as officers of the Association shall relinquish their positions as elected members of the Board of Directors, and any resultant expired terms shall be filled by election at the next annual meeting.

At each annual meeting the members shall elect directors to succeed the eight whose terms expire at such meeting and also to fill any vacancies in the Board of Directors which may have occurred since the last annual meeting.

There shall be elected each year at least one director representing a newspaper of less than 35,000 circulation according to the latest available audited or sworn circulation figures.

Candidates for the office of director representing a newspaper of less than 35,000 circulation shall be separately nominated and separate ballots shall be cast for that office.

There shall be elected each year at least one director representing the online operation, subsidiary or division of an AP member newspaper or CP newspaper. Candidates for the office of online director shall be separately nominated and separate ballots shall be cast for that office.

In the event a tie vote affects the outcome of an election to the Board of Directors, the retiring Chair and Vice Chair of the Journalism Studies Committees and the retiring Secretary shall meet immediately and vote to break the tie. Basis for their decision shall be the candidates' contributions to committee studies and other work for the organization.

SECTION 3: There shall be elected at each annual meeting of the members a Nominating Committee consisting of not fewer than three members whose duty it shall be to nominate candidates for directors to be elected at the next annual election. The Committee shall nominate at least twice as many candidates as there are vacancies to be filled in each category of voting. The Committee shall furnish the Secretary, at least thirty days before the date of the annual meeting, with the names of such candidates. The Secretary shall take the names of the candidates available to the members by such means as the Board of Directors may designate from time to time. Nominations of candidates for the Board of Directors may also be presented by the members at the annual meeting.

SECTION 4: The Board of Directors shall have power to elect, suspend or expel members; to elect and remove officers; to appoint committees; to disburse the funds of the Association; to engage employees and appoint agents; and to devise and carry into execution such measures as they may deem proper and expedient to promote the objectives of the Association and to protect the interests of its members. The votes of a majority of all directors shall be required to elect or remove an officer.

SECTION 5: The Board of Directors shall hold a meeting for the election of the President, Vice President, Secretary and Treasurer during the annual meeting of members and after the results of the election of director of the Association have been certified. Other meetings of the Board of Directors may be held at such times and places as they consider appropriate. When deeming it necessary, the President may, or the Secretary shall, at the request of five members of the Board, issue a call for a meeting of the Board upon seven days' notice.

SECTION 6: A majority of the Board of Directors shall constitute a quorum.

SECTION 7: Any director may be removed either with or without cause by a vote of two-thirds of the directors present at a regular or special meeting or by a vote of two-third of the members present at an annual meeting.

SECTION 1: The officers of the Association shall be a President, Vice President, Secretary, Treasurer, Chair of Journalism Studies and Vice Chair of Journalism Studies.

SECTION 2: The President, Vice President, Secretary and Treasurer shall be elected by the Board of Directors during the annual meeting of members, as specified in Article IV, Section 5.

The Chair and Vice Chair of Journalism Studies shall be elected by the Board of Directors at a meeting separate from the one at which the four other officers are elected. The Executive Committee shall nominate one member for each of these positions. The Board of Directors shall have the opportunity to nominate additional candidates at its discretion.

An executive or employee of The Associated Press shall not be eligible for election as an officer of this Association.

SECTION 3: The President shall preside over all meetings of the members and the Board of Directors at which he or she may be present and shall exercise general supervision and control over the affairs of the Association subject to the approval of the Board.

SECTION 4: In the absence of the President, the Vice President shall perform the duties of his or her office.

SECTION 5: The Secretary shall attend all meetings of the members and of the Board of Directors and shall keep a true record of the proceedings thereof. The Secretary shall keep a list of the members of the Association and perform such other duties as may be assigned by the Board of Directors.

SECTION 6: The Treasurer shall receive all moneys of the Association and shall collect any dues that may be imposed on the membership and shall keep an account of all moneys received and expended for the use of the Association.

SECTION 7: This is to set forth the procedure for filling a vacancy that might occur in any of the Association offices. If there is a vacancy in the position of President, Vice President, Secretary, Chair of Journalism Studies or Vice Chair of Journalism Studies.

First, the remaining officers shall move up one position in the sequence listed in the preceding paragraph (e.g., a vacancy in the position of Vice President would be filled by the Secretary). Second, the Executive Committee shall nominate a new Vice Chair, whose candidacy shall be placed before the Board of Directors at its next meeting.

If there is a vacancy in the office of Treasurer, the President shall appoint a replacement with the advice of the Executive Committee. The replacement shall serve until the next annual meeting of the members, at which time the Board of Directors shall elect a Treasurer. The replacement shall be eligible for election.

SECTION 1: The Executive Committee shall consist of the officers of the Association; the Editor of APME News; the Convention Program Chair; the Chair of Regional Association Liaison Activities; the immediate past president of the Association; the Small Newspaper Committee Chair; and the two senior news executives of The Associated Press as ex officio members. The Editor of APME News, the Convention Program Chair, the Chair of Regional Liaison Activities and the Small Newspaper Committee Chair shall be appointed by the President with the advice of the Executive Committee.

The Executive Committee shall advise and assist the President in the general supervision of the affairs of the Association between the meetings of the Board of Directors.

SECTION 2: The Journalism Studies Committees shall be under the direction of the General Chair and General Vice Chair. These committees shall conduct studies for the advancement of the profession of journalism. The chairmen and members of these committees shall be appointed by the President upon the recommendation of the General Chair and General Vice Chair.

Other committees of members of the Association shall be organized as required to examine the news and other services of The Associated Press. These committees shall be under the direction of the Vice President, who shall report to the membership and to The Associated Press on the findings of these committees. The chairmen and members of these committees shall be appointed by the President upon the recommendation of the Vice President.

SECTION 3: The President, with the approval of the Board of Directors, shall appoint such other committees as may be necessary to facilitate the work of the Association.

SECTION 1: To defray the expenses of the Association, a registration fee, to be fixed by the Board of Directors, shall be paid by all members of the Association attending the annual meeting. Dues, in addition to the registration fee, may be imposed when authorized by a majority of the members present at an annual meeting.

SECTION 1: These Bylaws may be amended by a vote of a majority of those present at any annual meeting of the members of the Association.

Proposed amendments to the Bylaws shall be made at a regular session of a meeting of the members of the Association held at least twenty-four hours before action is to be taken thereon. Notice of such proposed amendments shall also be given by posting a copy thereof at or near the entrance to the meeting hall.