Section 1.
The affairs of the Society shall be managed by or under the direction of the board of governors. Powers not specifically reserved to the membership shall be the responsibility of the board of governors. The board of governors shall consist of 21 members, of which 18 shall be governors and three shall be officers.

Section 2.
Six governors shall be elected at large annually by the membership during its annual convention to serve three-year terms.

Section 3.
The Society’s three officers shall be: president, vice president, secretary/treasurer. The board of governors shall have the power to appoint additional officers, as it deems necessary. All officers are deemed to be voting members of the board.

The secretary/treasurer shall be elected to a one-year term by the board of governors at its mid-year meeting, to take office after the next annual membership meeting. After serving a one-year term in that office, that person shall automatically become vice president; after serving a one-year term as vice president, that person shall automatically become president for a one-year term.

The president shall be the principal executive officer of the Society and shall perform the functions customarily associated with such a position, including presiding at all meetings of the Society’s membership and board of governors.

Subject to the direction and control of the board of governors, the president shall be in charge of the business and affairs of the Society and shall see that the resolutions and directives of the membership and board of governors are carried into effect except in those instances when that responsibility is assigned to some other person by the board of governors.

On behalf of the Society, the president may execute, either individually or with another officer authorized by the board of governors, any contracts or other instruments that the board of governors has authorized to be executed. The president may designate committees of the board of governors to assist the work of the board. Unless specified elsewhere in the bylaws, committees serve at the pleasure of the president and may contain board members and non-board members, as long as all committee members are members of SABEW.

The vice president shall perform the duties of the president if the president is unable or unwilling to fulfill his or her duties; when so doing, the vice president shall have all the powers, and be subject to all restrictions of the office of the president. The vice president shall succeed to the presidency at the end of the annual membership meeting. Such succession shall take place unless a two-thirds vote of board members present and voting decides otherwise.

The secretary/treasurer shall help prepare and monitor the Society’s budget and oversee cash flows and financial record plus work with the Society’s finance or audit committee on annual review of the Society’s financial condition and procedures; record minutes of membership meetings and meetings of the board of governors; oversee the administration of necessary Society correspondence; see that all notices are duly given as required by law or these bylaws; and oversee the maintenance of the Society’s membership list. The secretary/treasurer shall not be a voting member of any finance or audit committee.

Section 4.
The nominating committee shall be composed of the three immediate past-presidents of the Society, the vice president and one member of the board of governors appointed by the president for a one-year term. The chair of the committee will be the immediate past president.

Section 5.
Governors and officers must be SABEW members. Officers must be active in the practice of business journalism as defined by Article III, Section 1 paragraph or have not otherwise taken a job that would disqualify them from membership. Newly elected governors and officers shall take office after the annual membership meeting at which they are elected. When a vacancy among the officers or governors occurs, the president shall have the ability to fill the unexpired position until the next annual meeting.

A governor or officer who fails to attend two consecutive meetings of the Board – fall and spring – will be considered to have resigned, unless the governor petitions the board to retain the seat and the Board approves the petition by a majority vote of the governors present.

Section 6.
The president may call a meeting of the board of governors on his or her own initiative and must call a meeting when so requested by a majority of the board of governors. A majority of the board of governors shall constitute a quorum for the transaction of business at any meeting of the board of governors. If less than a majority of the governors are present at said meeting, a majority of those governors present may adjourn the meeting to another time without further notice.

Section 7.
The act of a majority of the governors present at a meeting at which a quorum is present shall be the act of the board of governors, unless the act of a greater number is required by statute, these bylaws, or the Society’s articles of incorporation. No member of the board of governors may act by proxy on any matter.

Section 8.
Board meetings may be conducted by conference telephone call, provided that a quorum participates in the call. The authority of the board of governors may be exercised without a meeting if a consent in writing, setting forth the action taken, is signed by all the governors entitled to vote.

Section 9.
There shall be an executive committee of the Society, which shall consist of the three officers of the organization and two other governors, nominated by the president for a one-year term and approved by the board. The immediate past president may serve as a nonvoting ex officio member for one year, unless two of the three ladder members on the executive committee that immediately succeeds the departing president vote to exclude said past president from the executive committee.  The executive committee may exercise the powers of the board of governors when the board is not in session.

Three members of the executive committee shall constitute a quorum for the transaction of business. Meetings of the executive committee may be called by the president or by any three members of the committee. The act of a majority of the executive committee members shall be the act of the executive committee.

No member of the executive committee may act by proxy on any matter. The executive committee may meet by conference telephone call and take action by written consent, just as in the case of the board of governors. Within five calendar days of taking an action, the executive committee must report to the board in writing the action and the reasons for it.

Notwithstanding any other provisions of the constitution and bylaws, the executive committee shall not have the power to:

– adopt a plan for the final distribution of the assets of the corporation or for dissolution;

– approve any act that, according to statutory law, must be approved by the members;

– elect, appoint or remove any officer or governor;

– adopt, amend or repeal the constitution and bylaws or articles of incorporation;

– adopt a plan of merger or adopt a plan of consolidation with another corporation or authorize the sale, lease or exchange or mortgage of all or substantially all of the property or assets of the corporation;

– amend, alter, repeal or take action inconsistent with any resolution or action of the board of governors when the resolution or action of the board of governors provides by its terms that it shall not be amended, altered or repealed by action of a committee.

The Society’s board shall be advised by four non-voting ex-officio members: the three immediate past presidents plus the SABEW Chair in Business and Financial Journalism at the Missouri School of Journalism. (changed 5/06)