Whereas, in order to consult and obtain approval for these bylaws for Democracy Watch News, it is necessary and prudent for the bylaws to meet all legal requirements for the state of Oregon, the laws and regulations of the United States of America, and such international conventions and practices as are required or advisable for an international news service, be it resolved, the Board of Directors shall adopt the following with changes as noted below as official policy for Democracy watch News and as interim Bylaws. Furthermore, the Board of Directors retain the ability to make changes and modifications in these policies and interim bylaws to enable the news service to obtain legal standing as a nonprofit corporation. The president and the Board of Directors shall then provide regular notifications and updates to the Democracy watch News Editors Forum and to the Democracy watch News Council. At the annual meeting of the Democracy Watch News Council, in November 2019, the membership of the Council shall vote to adopt and ratify the interim Bylaws as the official Bylaws for Democracy Watch News and its various Divisions, departments, and news services around the world.
Until the official ratification and approval of the Interim Bylaws in November, they shall continue as policy of the Democracy watch News Board of directors. The Board shall send the following revised Interim Bylaws to the Democracy watch News Council for consensus and approval at the November 2018 annual meeting.
Democracy Watch News & Democracy Watch Media Bylaws are patterned after those of the Society for Professional Journalism: https://www.spj.org/spjbylaws.asp
Article 19 – Universal Declaration of Human Rights. Everyone has the right to freedom of opinion and expression; this right includes freedom to hold opinions without interference and to seek, receive and impart information and ideas through any media and regardless of frontiers.
US Constitution, First Amendment. Congress shall make no law respecting an establishment of religion, or prohibiting the free exercise thereof; or abridging the freedom of speech, or of the press; or the right of the people peaceably to assemble, and to petition the government for a redress of grievances.
Draft Version: Democracy Watch News Bylaws
As updated Dec. 19, 2017 and revised November 13, 2018.
The Democracy Watch Media News project was founded as a media collective and news service on July 6, 2013, to encourage best media practices among journalists and media outlets. Its growth was along professional lines, and practices and by action of volunteers intent on investigating, describing, delineating, and implementing best-media practices with collaborative decision-making and integrative technologies for journalism in the 21st century. In May 2017, the news service filed articles of incorporation as a nonprofit corporation with the state of Oregon. In October, the Society of Professional Journalists granted permission to base these bylaws on those of the SPJ.
As a professional journalistic and media organization, the news service separates operations into three divisions: administration and media services, opinion and editorial, and news.
PREAMBLE
We do hereby establish and ordain these bylaws of Democracy Watch News, “which seeks to train, unite, and serve journalists of talent, truth and energy in good fellowship;” to assist independent journalists “to live up to the noblest principles of journalism; and to advance the best practices and standards of journalism” by: investigating, reporting, and covering issues, practices, events, people, and organizations significant or essential for building and sustaining healthy systems of self-governance and justice, and promoting the general welfare and democracy in every country and territory around the world.
The administration and media-services division will TAKe ACTION to collaborate with other media organizations, civil society organizations, and socially responsible businesses to help safeguard First Amendment guarantees enshrined in the Constitution of the United states of America and Article 19 of the Universal Declaration of Human Rights. The opinion and editorial division and the news division will cover, comment on, and analyze these issues emphasizing ethics, freedom and, responsibility for media in any free and open society, all the while mindful of media ethics and responsibilities as foundations for meriting the faithful and essential role of independent journalism and media as custodians of public trust in a free society.
Democracy Watch News will include a focus and participate in efforts to ensure “freedom of information, FOSTERING adherence to recognized and meaningful codes of ethical principles, CREATING opportunities for professional development, ENCOURAGING diversity in coverage and staffing at all levels of the profession,” with an emphasis on independent, community, and citizen journalism,”thus increasing journalism’s value as a democratic institution.”
ARTICLE ONE
Name and Scope
Section One. The name of this organization shall be: Democracy Watch News.
Section Two. Democracy Watch News as a media and news service is a media collective and collaborative organization consisting of persons who are engaged in directing the editorial policy or editing and preparing news and editorial content of independent news media products, media-production, other specified media services,, students engaged in the study of these skills, journalism educators, and professional, as well as, other independent, community, and citizen journalists. It may also be referred to in these Bylaws as the News Service
Section Three. Key practices of Democracy Watch News are ethical journalism; narrative journalism; purpose-driven journalism; solutions journalism; collaborative media; collaborative decision-making; civic, community, and audience engagement; integrated media and technologies.
Section Four. Key areas of focus for news coverage, analysis, and commentary for Democracy Watch News are democracy and movements for democracy and self-governance; human rights and liberties; nonviolent conflict; sustainable public policy—both social and environmental; transparency and open governance—in both the public and private sectors; press freedom, media ethics and responsibility. Democracy Watch News should hold itself and others accountable and responsible for their effects on civil discourse and governance.
ARTICLE TWO
Motto and Watchword
Section One. The motto of this News Service shall be
“Wisdom comes through the nature of dialogue” or more simply, “Wisdom through dialogue,” sapientia est in ratione dialogus.
Section Two. The watchwords of this media and news service shall be: ethics, truth, freedom, and responsibility.
ARTICLE THREE
Heraldry and Symbols
Section One. The historic badge of the news Service shall be (TBD)
Section Two. Official insignia, logos, and other symbols of the News Service shall not be obtained through any source other than one designated by the president of the News Service.
Section Three. No one shall use the name or symbols of the News Service for commercial purposes, without the written permission of the president.
ARTICLE FOUR
News Service Divisions
Section One. There shall be three divisions for Democracy Watch News as a nonprofit corporation.
Administration and media-services division, Opinion and editorial division, and the News division.
Section Two. The Administration and Media Services Division shall consist of two departments, an Administration Department and a Media Services Department.
Section Two A. The administration and media services division will also be referred to as Democracy Watch Media News Administration and Media Services and shall be directed by the president of Democracy Watch News as specified by these bylaws and policies of the Board of Directors. There shall be two departments within the administrative division, the administration department and the media services department.
Section Two B. The Administration Department shall be responsible for efficient and effective administration, policy implementation, and other responsibilities specified in these Bylaws of as directed by policies approved by the Board of Directors. The administration department shall also be referred to as Democracy Watch Media News Administration Department. Up to six Corporate officers are assigned to the administration department, along with up to nine designated-support staff positions approved by the president. Additional administrative staff may be approved by the Board of Directors.
The corporate officers include the executive director of the Board of Directors, and the chief information officer, CIO—who is also listed with the Media Services Department. Work positions and assignments of designated administration staff and others as may be employed in or for the administration department shall be apportioned to meet needs for the following responsibilities as determined by the president and/or the Board of Directors: administrative services; legal counsel and services; internal audits; marketing; fundraising, donor, and member services; bookkeeping and accounting.
Section Two C. Democracy Watch Media, media services department, 14 designated support staff, plus the chief information officer.
The chief information officer, CIO, shall be responsible for the regular and efficient operation of the media services department in accordance with these bylaws and policies of the Board of Directors. Additional positions within the media services department shall be approved by the CIO, the president, and the executive director prior to being submitted to the Board of Directors for approval. The CIO shall be responsible for determining how to apportion personnel among the approved number of tasks and responsibilities assigned to media services, filling any positions within the department after consulting with the president.
The Chief Information Officer is responsible for administrative coordination of this department as provided for by the president, the Board of Directors, and, or, as otherwise provided for in these Bylaws. The CIO shall be assisted by staff members in the following positions:
administrative support;, content production, Language services, telecommunications services, audio-visual services, Internet technology support, information security.
Section Three. The opinion and editorial division shall organize its responsibilities and teams as determined by the Board of Directors, the opinion-editorial members of the Editors Forum, and the opinion-editorial members of the Democracy Watch News Council, and provide and otherwise publish and produce news commentary in a manner informed by the purposes of Democracy Watch News, and mindful of guidance provided by established and recognized codes of ethics for opinion and editorial journalism.
Section Three A. Opinion and editorial division members shall be assigned to opinion-editorial teams of a regional services group and to either a regional, service, and, or, to a subregional service.
One opinion-editorial coordinating editor shall be assigned to the opinion-editorial component of each regional services group, and one of these will serve on the international service as an international opinion-editorial editor. One opinion-editorial social media editor and moderator shall also serve on each regional news service as part of its opinion-editorial, OpEd, component; and one social-media editor and moderator shall be assigned to the international service as part of its OpEd component.
Section Three B. Opinion and editorial division team-members shall include the
following:
A designated OpEd coordinating editor or opinion-editorial coordinating editor.
There shall be six non-designated contributing editors on each regional-OpEd team and the same serving as non-designated, contributing editors on each sub-regional OpEd team, serving as editorial-writers and consultants bringing diverse commentary to the opinions and editorials published by the OpEd teams.
Opinion-editorial editors are assigned to the following opinion-editorial sections in a manner specified by the Bylaws and policies of the Board of Directors.
- OpEd anarchist editor, or anarchist opinion-editorial editor;
- OpEd socialist editor, or opinion-editorial;
- Socialist editor;
- OpEd social democrat editor, or social democrat opinion-editorial; editor
- OpEd liberal editor, or liberal opinion-editorial; editor
- OpEd conservative editor, or conservative opinion-editorial; editor
- OpEd Libertarian editor, or libertarian opinion-editorial; editor
The international service shall have six designated opinion editors to staff the opinion-editorial sections described in this Article and Section of the Bylaws.
Each opinion and editorial regional team will also have the following two designated staff positions.
- OpEd social media editor and moderator.
- IT-services production-technician.
Each opinion and editorial subregional-team will also have the following two designated staff positions.
- OpEd social media moderator;,
- IT-services production-technician.
Section Three C. Opinion and editorial sections shall organize, under the direction and facilitation of an opinion-editorial coordinating editor and publish informed commentary, blogs, and columns by responsible individuals and organizations,
Section Four. The news division shall organize its constituent news-services to augment, curate, cover, and distribute news in a manner informed by the methods, purposes, and principles of Democracy Watch News, mindful of guidance provided by established and recognized codes of ethics. News division members shall be assigned to a regional services group, regional, and subregional services. Some persons may also be assigned to the international service. Some editors shall be designated by the Bylaws as specifically assigned to the international service without being required to also be assigned to a regional service or subregional service.
Section Four A. The international service team shall consist of at least nineteen persons: An editor for press freedom, ethical journalism, and media responsibility; three digital and data editors, one from each of the three regional services groups; three chief correspondents, one covering each of the regional services groups; and at least twelve others who are drawn from those serving in those positions in a regional service as follows:
- One coordinating editor and news producer from each of the three regional services groups, with one being assigned as the chief-facilitating coordinating editor.
- Three News Anchors, as editors and hosts for live and recorded events, one for English, one for French, and one for Spanish languages;
- Three social-media editor-moderators, and assistant producer, one from each of the three regional services groups;
- Telecommunications assistant producer;
- Audio Internet-broadcasting assistant producer;
- Audio-visual Internet-broadcasting assistant producer.
In addition to the nineteen positions on the news division component of the international service, as provided for in Article Four Section 3, the opinion and editorial needs for the international service, for each regional and subregional news service, will be provided for by OpEd team members of the opinion-editorial component of those news services. The coordinating editors should respect the distinct purposes separating opinion-editorial assignments from news functions and components within the international service and other services.
Section Four B. Regional Services
In addition to the international service,, all constituent-regional news-services of Democracy Watch News shall, as applicable, fill team positions with persons selected from those holding similar positions in a subregional service.
Each Democracy Watch News regional service shall be chartered by the Board of Directors and shall consist of teams of persons employed to fill at least the following eight positions.
Coordinating editor and news producer;
News Anchor, editor, and host for live and recorded events;
Social-media editor, moderator, and assistant producer;
Telecommunications assistant producer;
Audio Internet-broadcasting assistant producer;
Audio-visual Internet-broadcasting assistant producer;
Regional digital and data editor;
Regional chief correspondent—who also serves as a member of the Editors Forum.
Section Four C. Subregional Services.
Each Democracy Watch News subregional service shall be chartered by the Board of Directors and shall consist of teams of persons employed to fill at least the following six positions:
- Coordinating editor and news producer;
- News Anchor and host for live and recorded events;
- Social-media editor, moderator, and assistant producer;
- Telecommunications assistant producer;
- Audio Internet-broadcasting assistant producer;
- Audio-visual Internet-broadcasting assistant producer.
Additional positions may be authorized by the Board of Directors upon receiving a petition and request from the coordinating editors for the regional and, as appropriate, a subregion coordinating editor.
Section Four D. News Desks may be established for significant geographic areas by the appropriate Regional editors Forum, staffed by a coordinating editor. Should the regional Editors Forum approve, they may petition the News Service president and executive director for approval by the Board of Directors for a social media moderator for a designated news desk. The social-media moderator will not be an editor unless the staff member filling the position also assigned to the corresponding position as an editor in the subregional news service team.
Section Four E. News sections: Subregions may also establish a news section to assist correspondents to organize within a specific area of a subregion. A contributing editor may be asked to assist with a news section.
Section Four F. News bureaus may be established as described in Article Five of these Bylaws.
Section Five. A regional or sub regional service may petition the Board of Directors for license to incorporate within a country within their region, with appropriate corporate officers, divisions, departments, and team members as required by appropriate national and subnational laws and by policies of the Democracy Watch News Board of Directors.
Section Six. Fellows of Democracy Watch News shall be those on whom the News Service wishes to confer high honor in recognition of their journalistic achievements.
No more than three Fellows may be elected each year. Election shall be by the board of directors. Nominations for Fellows may be made by any regional service, subregional service, or team member, and it shall be up to the board of directors to solicit nominations.
A person elected to a Fellowship who is not a team member of a news service shall be designated as a contributing editor or associate producer of a regional and, or, subregional service as designated by the Board of Directors. Fellows will also be entitled to participate as a member of the Democracy Watch News Council.
ARTICLE FIVE
Establishment and Operation of Constituent News-Services
International Service and Regional Services Groups
Section One. The international service shall consist of team members assigned to positions designated in Article Four, Section Four of these Bylaws.
Section Two. Regional Services Groups and Regional Services
In addition to the international service,, all constituent regional news-services of Democracy Watch News shall be established within one of three Regional Services Groups.
- Americas and Atlantic Regional Services Group, consisting of two regional-news services.
- North America Service
- Latin America, Caribbean, and South Atlantic Service
- Africa, Europe, West and Central Asia Regional Services Group
- Subsaharan Africa Service
- Europe Service
- Near Eastern Service.
- Eastern Asia and Pacific Regional Services Group.
- East Asia Service
- South Asia Service
- Southeast Asia Service
- Pacific Service.
All regional services groups shall be chartered by the Board of Directors of Democracy Watch News and shall fill team positions with persons selected from those holding one of those positions in one of its constituent regional services.
Each regional services group shall have a facilitating-coordinating editor selected from one of the regional services coordinating editors, and a facilitating-social-media editor also selected from one of the regional services; as well as an international digital data services editor; and an international chief correspondent assigned to cover regions within the regions assigned to that regional services group.
Each Democracy Watch News regional service shall be chartered by the Board of Directors and shall consist of teams of persons employed to fill the positions designated in Article Four, Section Four of these Bylaws.
- Section Three. Subregional News Services
Each regional news service shall consist of several Democracy Watch News subregional news services each chartered by the Board of Directors and consisting of teams of persons employed to fill positions designated by Article Four, Section Four of these Bylaws.
Section Four A. Upon presentation of a formal petition and completion of established requirements, a regional service may request a charter for a new sub regional news service from the Board of Directors of Democracy Watch News as determined by approved procedures of the Board of Directors or BoD, or to reinstate in good standing a subregional news service declared probationary, inactive or having had its charter revoked.
Section Four B. For failure to meet financial obligations or otherwise to conduct itself according to the bylaws or policies adopted by the board of directors or their regional Editors Forum or Democracy Watch News Council, a Subregion may be declared probationary, inactive or have its charter revoked by majority vote of the board of directors. Any such decision may be appealed to the full international Editors Forum under the written charter revocation and probation policies of the board of directors. The international Editors Forum may then request the BoD to reconsider and reverse its previous decision and actions.
Section Five. Correspondents, Stringers, and Contributing Editors.
All correspondents, stringers, and contributing editors for Democracy Watch News are clients of the international, regional, and subregional services, unless otherwise specified by these Bylaws or by the Editors Forum of a regional service.
Correspondents must submit regular news reports, articles, or news packages as specified by the regional service Editors Forum. In absence of other requirements, at least one report, article, or news package must be submitted every month.
Stringers should submit at least one article, news report, or news package every three months or as otherwise provided for by their regional service Editors Forum.
Contributing editors are correspondents and journalists whose experience merit special recognition, who also serve as mentors, work closely with the editors of a regional or sub regional service, , and who may be granted additional compensation or services by their regional service Editors Forum.
Section Six. Each regional service and subregional service shall submit an annual report to the international headquarters in which it reviews its activities and accomplishments for the year, and details its completion of minimum requirements of news services and any constituent bureaus as spelled out by the Board of, Directors, the International Editors Forum, and their regional Editors Forum.
Section 7. Local Professional and Campus News Bureaus
Section Seven A. A subregional service or regional service of the News Service may establish a local-news bureau as a local-professional bureau for a city, town or locality. A local news bureau reports through and is part of a subregional news service of Democracy Watch News to the Regional and international services, as well as to the president and to the headquarters of Democracy Watch News.
Section Seven B. Upon presentation of a formal petition and completion of established requirements, a group or organization of independent journalists may be granted a charter by the board of directors as a local-professional bureau of the News Service reporting to their subregional and regional services.
Section Seven C. Campus News Bureaus. A campus bureau, also referred to as a chapter, may be established at any four-year or two-year university or college that has a school or department of journalism, or that offers courses of study relevant to the scope of the News Service as defined in Article One, Section Two.
Section Seven D. Upon presentation of a formal petition and completion of established requirements, a group or organization of students may be granted a charter by the board of directors as a campus bureau of the News Service reporting to their subregional and regional services.
Section Eight. Each campus and professional bureau shall have as officers a bureau editor, a social-media moderator and editor, and a production technician for telecommunications and Internet services.
A person should also be selected to serve as treasurer. Persons in these positions shall be selected annually, according to local sub regional or regional policies. In addition, each chapter shall assign one of its staff or members to be a headquarters correspondent, whose duty it shall be to report local activities to the regional and international headquarters and specified News Service magazines or journals, and shall appoint such committees and staff members as may be recommended by the regional or sub regional coordinating editor by the News service president, or by the Democracy Watch News board of directors to fulfill specific missions or projects of the News Service. Each campus bureau and professional bureau shall maintain and submit to headquarters annually bureau policies or bylaws that are consistent with the bylaws of Democracy Watch News and policies established by the Board of Directors.
Section Nine. The bureau editor and social-media editor and moderator of a bureau shall perform such duties as usually are performed by such officers. In addition, they shall perform duties specified elsewhere in the bylaws of the News Service. No bureau member shall be considered to be a “designated” team member of a regional or sub regional service, unless also serving in one of those capacities on a region or subregion news-team.
Section Ten. The designated correspondent or a secretary or secretary-treasurer of a bureau shall carry on correspondence with their subregional and regional coordinating editors and with the president of the News Service, notifying the News Service president and their subregional and regional coordinating editors immediately of bureau selections of editors, production technicians, and chapter advisers, furnishing all necessary records and reports relating to approval or enrollment of members,, correspondents, and others, and when appropriate, transmitting all monies on proper forms. The bureau designated correspondent or a secretary shall inform the News Service headquarters, and their subregional and regional coordinating editors, as to the condition of the bureau. The secretary shall maintain and keep up to date the roster of bureau membership and keep careful records, as may be required by the News Service, of the proceedings of all meetings of the bureau.
Section Eleven. The treasurer or secretary-treasurer of a bureau shall have charge of all monies of the bureau, and shall disburse funds upon proper authorization of the bureau’s officers. The treasurer shall keep in the bureau treasurer’s book a record of all receipts, disbursements and balances. The treasurer shall authenticate all remittances sent by the chapter secretary to their subregional and regional coordinating editors and to the president of the News Service and shall make prompt and proper report upon the financial condition of the bureau as requested by the president and or the Board of Directors of the News Service. The treasurer shall produce all financial records of the chapter for inspection on demand by the executive director, any national officer or the regional director from the region in which the chapter is located.
Section Twelve. For failure to meet financial obligations or otherwise to conduct itself according to the bylaws or policies adopted by the board of directors or their regional Editors Forum or Democracy Watch News Council, a bureau may be declared probationary, inactive or have its charter revoked by majority vote of the board of directors. Any such decision may be appealed to the full international Editors Forum under the written charter revocation and probation policies of the board of directors. The international Editors Forum may then request the BoD to reconsider and reverse its previous decision and actions.
Section Thirteen. Each member, correspondent, stringer, or contributing editor, of the News Service in good standing who is a member of at least one regional news service shall have a designated home subregional service. The member’s home subregional service shall be determined on the basis of the postal address used by the News Service to communicate with the member. A member of the News Service who is a member of teams of two or more subregional services may elect among those services the one that will be his or her home service, then notifying the subregional and subregional coordinating editors of his or her preference and decision.
Section Fourteen. The international headquarters annually shall determine the status of the international service and for all Democracy Watch News regional services groups, regional services,, subregional services, and bureaus with the assistance of the international board of directors.
Section Fifteen. As part of the process of certifying editors for membership in the Editors Forum the international headquarters shall verify the active status and work in good standing of coordinating news-anchor, editor, social-media, and digital-and-data editors with the coordinating editors of each region and the international service coordinating editors.
Section Sixteen. As part of the process of certifying news-team members for membership in the Democracy Watch News Council purposes the international headquarters shall verify the active status and work in good standing of news anchors, telecommunications assistant producers, audio-visual Internet broadcasting assistant producers, Internet broadcasting assistant producers with the coordinating editors of each region and the international service coordinating editors.
Section Seventeen. Upon the decision to terminate any subregional service, professional or campus bureau, whether by dissolution, disbandment, revocation pursuant to Section Twelve of this Article, or otherwise, any remaining bureau or constituent news-service funds shall be distributed to their region’s service, who may then distribute such funds to an appropriate subregion’s service, or to another adjoining active subregion or to an adjoining bureau of the News Service in their subregion then in good standing, the News Service, or the international Board of Directors, as directed by the chapter’s appropriate Editors Forum as the day-to-day administrative, governing, and policy-implementing body, or, in the absence of action of the regional Editors forum or a designated local-subregion’s Editors Forum within 60 days of termination, to the international service or to the international Board of Directors.
Campus Chapter, or Bureau, Adviser Role in Governance
Section Eighteen. Each campus bureau, also designated as a chapter, shall have a chapter adviser who shall be recognized as the representative of the board of directors and the News Service. The chapter adviser shall be elected annually by the chapter or by the chapter’s board of directors, according to local bylaws. The adviser shall be chosen from among the professional members of the News Service teams or be a faculty member on the campus on which the bureau, chapter, is established.
Section Nineteen. The campus-bureau adviser shall be charged with the duties of attending meetings regularly, of acting as adviser to the bureau at all times, and of providing, whenever possible, a permanent place of safekeeping for the books, documents and records of the bureau, its team members, and its officers.
ARTICLE SIX
News Service Officers
Section One. The News Service’s officers shall be a president, a vice president, a chief information officer, and a secretary-treasurer., or a separate secretary and a separate treasure. In addition, the chairperson of the Board of Directors, referred to as the executive director, shall also be a corporate officer and shall work closely with the administration and media services division of the News Service, and shall be a member of the executive committee. Other members of the Board of Directors shall be referred to as Democracy Watch News directors.
Section Two. corporate officers shall be elected in accordance with procedures established in Article Nine of these Bylaws, and shall hold office for two-year terms, subject to retention by the Board of Directors.
Directors shall be elected in accordance with procedures established in Article Nine of these Bylaws, and shall hold office for two-year terms and may seek renomination and re-election by designated members in good standing of the Editors Forum, as specified in Article Nine of these Bylaws.
Section Three. No person shall serve as president or vice president who has not previously served as a member of the Editors Forum.
Section Four. Vacancy in any office, shall be filled by the Board of Directors, although the president with concurrence of the chief information officer and the executive director may appoint an interim officer to fill a corporate officer subject to confirmation by a regular or special meeting of the Board of Directors within two months after the interim appointment is made. When the chief executive officer position is vacant,, the president with concurrence of the executive director, may appoint an interim replacement. The Board of Directors must approve such an interim appointment before 90 days have elapsed.
Section Five. The president shall be the chief executive of the organization. The president shall have charge of the relations of the organization with other organizations and shall have the usual powers and duties of a president in accordance with the spirit of the bylaws. The president shall have authority to require a report from any constituent news service, component, or bureau of the organization at any time. The president is authorized to appoint and assign duties to committees that the president deems necessary.
Section Six. The vice president shall be the adviser to the president and the board of directors on matters assigned by the president, as well as serving as interim president when the president may be on temporary leave or unable to serve due to incapacitation as determined by the executive director and chief information officer. If the vice president needs to replace the president and fill the remainder of the current president’s term, the Board of Directors must meet and confirm her or him within 90 days of becoming interim president.
Section Eight. The Treasurer or secretary-treasurer shall be responsible for overseeing an accounting of all receipts and disbursements, assets and liabilities, and shall report to the president, to the board of directors, or to the Editors Forum when requested. The president may request the Board of Directors separate the office of secretary-treasurer into separate secretary and treasurer positions, either permanently or for the remainder of the current two-year terms. Regardless of whether or not the offices of secretary and treasurer are combined or are separate offices, each responsibility and position shall be considered to be “a specified” position for purposes of decision-making as a member of the Democracy Watch News Council.
ARTICLE SEVEN
Board of Directors
Section One. The board of directors shall be composed of one regional director representing each of the three regional services groups established by the board, and specified in these Bylaws and four directors to be elected at large. In addition, unless also serving as a director on the Board of Directors, the other corporate officers shall be ex-officio, nonvoting members of the Board of Directors. The three international coordinating editors shall also be ex-officio, nonvoting members of the Board of Directors.
Section Two. The board of directors shall determine the boundaries for regions and subregions as proposed by the international and regional Editors Forums.
Section Three. Regional services group directors shall be nominated in a manner determined by the board of directors, and shall be elected by members of the international Editors Forum from their respective regions pursuant to Article Nine of these bylaws.
Section Four. Directors representing a regional services group shall be elected to two-year terms in November of even-numbered years.
Section Six. The at-large directors shall be elected to two-year terms. The terms of the at-large members shall be staggered so three are elected in odd-numbered years and one is elected in even-numbered years.
Section Eight. The board of directors shall be the executive body of the Society and shall have the responsibility of maintaining the fiscal integrity of the Society by keeping it financially solvent. It shall determine its own written rules of procedure, but its acts shall be reported to the administration and media services division, to the Editors Forum, and to the Democracy Watch News Council.
Section Nine. Any vacancy in the board of directors shall be filled by vote of the remaining members of the board of directors. The member of the board so elected shall serve until the next scheduled election for BoD positions, at which time an election to fill the unexpired portion, if any, of the term for which the predecessor was elected will be held.
Section Ten. The regional services group directors (members of the board) shall, along with the president of Democracy Watch News, be responsible for organizing, guiding and supervising, and stimulating the activity of each news service and bureau in their regions.
Section Eleven. The board of directors shall encourage and assist the constituent news services of Democracy Watch News to carry on activities of a professional nature in furtherance of the News Service’s aims and to enhance and strengthen the professional aspects of journalism.
Section Twelve. The board of directors may declare any corporate office or the position of any director vacant if the board determines the incumbent has failed to perform the duties of the office or no longer meets the qualifications for the office. Such action shall require approval of at least 70 percent of the members of the board. Any person whose removal will be considered shall be notified 14 days in advance that the board may take such action. If the person whose removal is being considered is a corporate officer or director at large, the board shall notify all news services of that meeting 14 days in advance. If the person under consideration for removal is a Board member representing a regional services group, the Board shall notify all regional and subregional services in that regional services group 14 days in advance.
Section Thirteen. The board of directors will meet at least annually; additional meetings may be scheduled at the call of the President, the executive director, or of by a majority of the members of the board.
ARTICLE EIGHT
Executive Committee
Section One. The executive committee shall consist of the executive director, the president, and the chief information officer. The international coordinating editors shall also serve as ex-officio non voting members of the executive committee.
Section Two. The executive committee shall possess and may exercise all of the power of the board of directors while the board is not in session, except to the extent, if any, that such authority shall be limited by action of the board, and except that the executive committee shall not have the authority of the board of directors to
- declare a board office vacant;
- effect the sale, lease or other disposition of all or substantially all of the property and assets of the Society;
- hire or fire the president;
- hire or fire the executive director.
Section Three. The executive committee will meet at the call of the president or of a majority of the members of the committee.
ARTICLE NINE
Elections
Section One. There shall be an annual meeting of the Board of Directors during the third week of November, commencing one week after an annual business and election meeting of the Editors Forum.
Section Two. In preparation for the annual election, no later than February 4 of each year, the president shall appoint a Nominating Committee to prepare a slate of candidates including at least one nominee for each officer and director position to be filled. The nominating committee shall include at least one member from each of the regional services groups who is a member in good standing of the Editors Forum for nomination as a candidate whenever the director position for that regional services group is scheduled for election. Candidates for one of the regional services group director positions should be confirmed as candidates in good standing by the members of the Editors Forum from regions within the appropriate regional services group.
Section Three. No later than May 1, the Nominating Committee and when required, designated members of the Editors Forum, shall forward to the board of directors and executive director a slate of qualified candidates for each officer and director position to be filled.
Section Four. No later than August 1, the board of directors shall publish the candidates’ names and qualifications for office to team members of the international, regional, and subregional News Services.
Section Five. International staff and officers will do everything feasible to facilitate interactive forums online for each candidate for corporate office and director positions to respond to news-services team-members’ comments and questions.
Section Six. Any member of a regional or sub regional service of the News Service in good standing may nominate a candidate or candidates to run against candidates on the proposed slate. Nominations must be received by the president no later than 5 days before the start of balloting, and must include a statement of the candidate’s qualifications to hold the office for which she or he has been nominated. Upon verification that a candidate nominated for president, regional services group director, or any other office requiring Editors Forum membership in this way is, or in the case of candidates for president, has been, a member of the Editors Forum in good standing, is qualified to hold the office for which he or she is being nominated, and is willing to serve if elected, the board of directors immediately shall publish the names of candidates and their qualifications by the same method used to publish the official slate.
Section Seven. During years when The election of corporate officers is scheduled, the election shall be conducted electronically by secret ballot beginning at the end of the opening business meeting of the international Board of Directors and ending one hour before the start of the final business meeting of the annual meeting, and balloting shall remain open for at least two hours. Ballots shall be cast using a system established by the chief information officer with the approval of the board of directors.
Section Eight. Election of members of the Board of Directors. One week prior to the annual meeting of the Board of Directors, all members of the Editors Forum who are in good standing for at least seven days prior to the date and time balloting begins are eligible to vote for at-large directors at an annual election meeting of the Editors Forum.
Section Nine. Each member of the News Service Editors Forum in good standing may vote in the election for the regional director representing his or her regional service.
Section Ten. The election of directors as members of the Board of Directors shall be conducted electronically by secret ballot beginning at the end of the opening business meeting of the annual-election meeting of the international Editors Forum. and ending one hour before the start of the final business meeting of the annual meeting. Balloting shall remain open for at least 48 hours. Ballots shall be cast using a system established by the chief information officer with the approval of the board of directors. The meeting should be scheduled to begin seven days prior to the annual meeting of the Board of Directors.
Section Eleven. A committee appointed by the president shall count the ballots and report the results of the election to the membership at the final business meetings of the Editors Forum and the Board of Directors.
When the meetings have concluded before the results can be reported, the committee shall report the results to the executive director and electronically to the members of the Board of Directors no later than eight hours after balloting is closed, and the board shall immediately publish the outcome of the election to the membership.
ARTICLE TEN
Editors Forum
Section One. The international and regional Editors Forums shall be the regular policy-implementing, administrative, and advisory bodies of the organization. An international business and election meeting of the Forum shall be held annually, beginning seven days prior to the beginning of the annual meeting of the Board of Directors. at a time and place designated by the international Editors Forum and the board of directors. The meetings will be held via international teleconference, but may include a specified physical location if the Editors Forum passes a resolution to that effect by April 1 of the year the meeting will take place.
Section Two. The online-business meeting shall include all designated editors in good standing of the Editors Forum. not including contributing editors, as well as other designated members of the news teams holding one of the positions described in Article Four of these Bylaws.
Section Three. In the business meeting, each designated-editor position held on the international service, a regional services group, a regional service, a subregional service, or news desk will be entitled to and have one voting share.
Section Four. An Editors Forum quorum is present when qualified team-members with authority to cast at least half of the voting shares apportioned according to Article Ten, Section Three, are present and accounted for, in accordance with policies approved by the Board of Directors.
Section Six. All enactments of the business meeting, including election of directors, shall become effective immediately after the vote is validated and certified, unless otherwise specified.
Section Seven. For all international meetings of the Editors Forum, Rules for Reaching Consensus by Steven Saint and others, or a consensus procedure manual written by Democracy Watch News, or
Robert’s Rules of Order Newly Revised, shall be the parliamentary authority for all matters of procedure not specifically covered by these bylaws, as determined by agreement of at least two of the three international coordinating editors.
For regional or subregional meetings of the Editors Forum, or of the Democracy Watch News Council, the regional-coordinating news-editor in consultation with sub regional coordinating editors shall determine which of the options for parliamentary authority, and in what manner, shall be selected for use in meetings.
ARTICLE ELEVEN
Democracy Watch News Council
Section One. The Democracy Watch News Council, shall be the legislative and advisory body at the international, regional, and subregional levels.
Section Two. The Democracy Watch News Council will include in its membership at each level, all designated team members identified in Article Four, Section 2, Section 3, and Section 4 of these Bylaws, including chief correspondents, and current Democracy Watch News Fellows.
Section Three. As a collaborative-media collective, it is important to provide for including team members in the normal processes of a functioning news team under the direction of a coordinating editor. The Councils of the Democracy Watch News Council encourage these developments.
Section Four. The International Democracy Watch News Council shall meet annually in November to conduct a regular business session and meeting concurrent with the annual meeting of the international Editors Forum.
Section Five. Regional and subregional Councils shall meet at regular intervals determined by the coordinating news-editor and shall establish working committees as seems necessary and prudent.
Section Six. News division members of the Democracy Watch News Council shall meet separately to propose and determine policies specific to operations of the news division and its teams.
Section Seven. Opinion-editorial members of the Democracy Watch News Council shall meet separately to propose and determine policies specific to operations of the opinion and editorial division and its teams.
Section Eight. Members of the Administrative division on the Democracy Watch News Council may meet separately to propose policies related to operations of the international headquarters, providing the members of the executive committee approve such proposals as may be passed in a Council meeting.
Section Nine. Members of the Democracy Watch News Council at any level shall meet in common session on any and all matters not specific to the operations of a single division or of its teams.
Opinion-editorial members of the Democracy Watch News Council shall meet separately to propose and determine policies specific to operations of the opinion and editorial division and its teams.
ARTICLE TWELVE
International Headquarters
Section One. An international headquarters office shall be maintained at a location to be designated by the board of directors.
ARTICLE THIRTEEN
President
Section One. The president of Democracy Watch News, chosen by the board of directors, will head the national headquarters, the Administration Department, and the administration and media services division. The president shall carry out the policies set forth by the Board of Directors and the Editors Forum. The president shall be in general charge of the activities of the News Service; supervise the relationship of the constituent opinion-editorial and news components of the news services with the international headquarters; collect fees and oversee management of revenues; care for News Service funds and pay them out as ordered on proper voucher; keep complete accounts; and report to the executive director and board of directors. It shall be the duty of the president to enforce compliance with the bylaws by the constituent news-services and teams members, to encourage growth and expansion, and to assist the executive director and chief information officer-to originate dynamic programs in cooperation with regional services group directors, other corporate officers, and news services members. The president shall help plan regional conferences on professional subjects and shall officially represent the Society whenever necessary.
Section Two. The president shall serve at the pleasure of the board. The salary and benefits shall be set by the board of directors.
Section Three. The president shall maintain a permanent record of the acts and of the expressions of policy of the meetings of the News Service. Each of such acts and expressions shall be adopted and approved by either the Board of Directors or Editors Forum under a specific number and it shall be so recorded and indexed in the permanent record that it may be readily available for reference both by the index number and by the nature of its subject matter.
ARTICLE FOURTEEN
Finance
Apart from duties, responsibilities, and procedures otherwise specified in these Bylaws, financial policies shall be approved by the Board of Directors.
Publications
All official publications of the News Service shall be approved as official publications by the Board of Directors, unless specifically delegated to the president but the Board of Directors.
ARTICLE FIFTEEN
Amendment
Section One. These bylaws may be amended by referendum or at an international meeting of the Democracy Watch News Council as hereinafter provided.
Section One A. By a majority of votes cast in international Council sessions, provided that the proposal to amend and the exact wording of the amendment shall have been submitted to all news services,, including the opinion-editorial services, international, regional, and subregional, not less than sixty days prior to the opening date of the Council meeting and provided that the proposal shall have been originated by the International Council, a regional council, the international Editors Forum, a regional Editors Forum, or by the Board of Directors. Proposed bylaw amendments may be amended by the convention, provided that (1) such convention amendment is approved by two-thirds of delegates voting and (2) the convention amendment does not change or add to the general subject matter of the proposed bylaw amendment. The provisions of (2) shall be enforced by the presiding officer, whose ruling may be appealed to the Council. and maybe overturned by a two-thirds vote of all delegates.
Section One B. By a majority vote, as calculated under Article Ten, Section Three of these bylaws, of all chapters in good standing voting upon referendum ballot, provided that more than fifty percent of the certified vote is cast. The board of directors shall specify the limits during which ballots may be cast and counted, except that this period shall not be less than sixty days.
Section One C. Proposals to amend by referendum may be originated by Council session where a majority favorable vote shall be necessary to send the proposal to referendum or by the board of directors upon a majority vote of the members, or by a minimum of ten news subregional services by certifying to the president of the News Service that such proposal has been endorsed by a majority vote of the news teams of each service.
Section Two. Amendments become effective immediately unless otherwise specified.
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