Constitution

Mixed Martial Arts Journalists Association, Inc.

Constitution

ARTICLE I
NAME

This organization shall be known as the MIXED MARTIAL ARTS JOURNALISTS ASSOCIATION (the “Association”).

ARTICLE II
PURPOSE

Section 2.1. The purposes of this Association are:
A. To promote and foster high professional and ethical standards among journalists focused on the sport of mixed martial arts (“MMA”).
B. To advocate for professional working press rooms, facilities, processes, and conditions that facilitate members’ effective media coverage of MMA events.
C. To represent the interests of members generally and in matters of professional code of conduct standards established between journalists and event promoters, fighters, managers, gyms, coaches, sponsors, and other parties with a vested interest in the business of MMA.
D. To acknowledge and reward exceptional work in both the field of mixed martial arts journalism as well as the sport of MMA.
E. To educate industry professionals to increase their knowledge and understanding of how to conduct themselves in journalism.
F. To stimulate and sustain a fellowship among members based upon journalistic integrity.

Section 2.2. The Association shall not negotiate employment agreements as between journalists and their employers.

ARTICLE III
MEMBERSHIP

Section 3.1. Eligibility
A. Association membership eligibility is available to international MMA journalists working across all fields of media, including but not limited to print and online platforms that feature written, broadcast, photographic and/or video and radio content.
B. To be eligible for Association membership, an individual must be in compliance with the Association’s Rules and Regulations at all times during such individual’s membership term and (i) a reporter who regularly covers MMA; (ii) a sports editor, assistant sports editor, or head of a sports desk that covers MMA; (iii) an individual certified by his or her sports editor as an MMA specialist who is not otherwise covered under sections (i) or (ii) above; or (iv) an editor or owner of a website focused on reporting on or providing media coverage of professional mixed martial arts. Other journalists not otherwise covered in sections (i)-(iv) above may be considered on a case-by-case basis.

Section 3.2. Classification
A. Active Membership
1. Members shall work in the field of journalism. While MMA does not need to be the sole recurring assignment of the member, covering MMA should play a substantial role in an active member’s day-to-day assignments.
2. Active membership terms last 12 months, and will coincide with the Association’s fiscal year. Each membership application is approved on a case-by-case basis by the Membership Committee.
3. In evaluating applications, the Membership Committee looks for full journalistic works. Journalists shall not be required to have received an invitation from the Association, the Membership Committee, or individual members in order to be eligible to apply for membership.
4. Active members are required to pay membership dues as set forth in the Association’s Rules and Regulations. Student applicants may be eligible for active membership on a case-by-case basis.
5. In addition to meeting appropriate criteria for acceptance as outlined herein, in order to maintain active membership status, an individual must actively support the purposes, policies and goals of the Association as outlined in Article II of this Constitution. Failure to do so can result in the loss of Association membership, as determined by the Membership Committee.
B. Auxiliary Membership
1. In the event the Membership Committee determines an applicant does not satisfy the criteria set forth in Section 3.1, the President, upon the recommendation of the Membership Committee, may grant such applicant auxiliary membership.
2. Auxiliary members shall be eligible to receive year-end awards from the Association, if any, but shall have no voting rights on Association matters, except solely with respect to awards.
C. Honorary Membership
1. An honorary membership affiliation includes journalists deserving of recognition, retired MMAJA members and other case-by-case instances as deemed by the MMAJA. Honorary members do not have voting rights in MMAJA.

Section 3.3. Dues
A. Active and auxiliary membership shall be subject to the timely payment of annual membership dues, as determined by the Board, and such payment shall be submitted to the Treasurer during the month of the Annual Meeting.
B. Members in military or social service and Honorary Members shall be exempt from annual dues.
C. Failure to timely pay annual dues shall result in an automatic suspension of membership, including any rights and privileges associated with such membership, unless otherwise determined by the Board or until paid. Failure to timely pay for one full year shall be deemed voluntary retirement thereafter, without waiver of unpaid dues.

Section 3.4. Privileges
A. All members shall be entitled to receive a membership card covering the membership year. Such membership cards are nontransferable and shall confer no rights or privileges on any person other than the member.
B. All members shall be entitled to attend and participate in all meetings and eligible to serve on special committees.
C. Active members shall be entitled to hold office, chair standing and special committees, serve on standing committees, and vote on all Association matters.
D. Additional rights and privileges may be granted from time to time by the Board.

ARTICLE IV
COMMITTEES

Section 4.1. Committee Membership
A. Each committee shall consist of at least three members, including a chairperson nominated by the President and approved by the Board. Standing committees shall submit annual reports to the Board.
B. Any eligible member interested in committee membership shall, absent other procedures established by the Board, notify the chairperson to express such interest. The chairperson, at his or her discretion, shall determine and select committee membership.
C. Committee members shall serve two-year terms, unless sooner removed. Members and chairpersons may serve for multiple consecutive terms in their respective roles.
D. Eligible members may serve on multiple committees concurrently, but in no event shall any individual serve as chairperson for more than one committee.

Section 4.2. Standing Committees
A. The Membership Committee shall review applications of prospective members and oversee the membership selection process. The Membership Committee shall also oversee the removal of members no longer deemed eligible for membership and the reinstatement of any removed or suspended members.
B. The Election Committee shall oversee the Association’s officer and director election process.
C. The Grievance Committee shall be the arbiter of inter-Association controversies and shall address grievances between members and credentialing organizations.
D. The Awards Committee shall oversee the Association’s membership awards process, including balloting, voting, and event responsibilities.

Section 4.3. Special committees created by resolution for specific purposes shall be appointed by the President to function for some period as the President shall determine from time to time, and shall submit annual reports to the President.

ARTICLE V
DIRECTORS AND OFFICERS

Section 5.1. The Board of Directors of the Association (the “Board”) shall be comprised of seven members (each, a “Director”) as follows: the President, the Vice President, the Treasurer, the Secretary, and three at-large members. The Board may exercise all powers of the Association and do all acts and things which are proper to be done by the Association which are not by law or by this Constitution directed or required to be exercised or done by its members. The Board shall oversee the Association’s committees and shall select the committee chairpersons. The term of office shall be two years, with such term commencing at the conclusion of the meeting at which such Director is elected. The members of the Board shall be elected at the annual meeting. A majority of the Board shall constitute a quorum for the transaction of business, and the action of a majority of the directors, whether in person, via telephone, or by written consent, except as otherwise prohibited by law or set forth in this Constitution shall be the action of the Board. Upon the expiration (but not termination) of the term of the office of President, the outgoing President shall remain a Director as an at-large member for an additional two-year term.

Section 5.2. Elections; Vacancies
A. Nomination and election of Directors shall occur at the annual meeting or at such other time as designated by the Board in accordance with the then-current election procedures as established by the Election Committee. A plurality vote of the members present and eligible to vote shall be sufficient to elect Directors.
B. In the event of a vacancy in the office of President, the Vice President shall automatically become the President for the remainder of the outgoing President’s term. In the event of a vacancy in the office of Vice President, Treasurer, Secretary, or at-large Directors, the Election Committee shall, within thirty (30) days of such vacancy, solicit nominations and call a special meeting for the purpose of electing such Director.

Section 5.3. Duties
A. The President shall preside at all meetings of the Board and of the Association and shall perform such other duties as are required by the Constitution.
B. The Vice President shall perform the duties of the President in the event of absence or disability and shall perform such other duties as are required by the Constitution.
C. The Treasurer shall be the Association’s chief financial officer, registrar of memberships, and executor of credentials, and shall perform such other duties as are required by the Constitution.
D. The Secretary shall be the Association’s recording and correspondence officer and shall perform such other duties as are required by the Constitution

Section 5.4. Any Director may be removed from office at any time, with or without cause, by the vote of a majority of active members of the Association entitled to vote hereon, at a special meeting of members called for such purpose.

Section 5.5. No Director shall receive any compensation for his or her services as a Director.

ARTICLE VI
MEMBER MEETINGS

Section 6.1. Annual meetings of the Association shall be held within the first two weeks of July (unless as otherwise determined by the Board), at such time and place as shall be determined by the Board. The meeting shall be held for the purpose of electing Directors, receiving annual reports, and for the transaction of such other business as may properly come before such meeting.

Section 6.2. Special meetings of the Association shall be held at such time and place as shall be determined by the Board, and shall take place around significant MMA events, unless otherwise determined by the Board. Special meetings may be called by the President, a majority of the Board or no fewer than twenty percent (20%) of the active members.

Section 6.3. Physical or electronic notice of the time, place and purpose of each meeting of members shall be given within thirty (30) days of such meeting date, provided that it shall be the responsibility of the members to keep its records up to date. Reasonable attempt at delivery of notice shall be deemed to satisfy the requirements of this Section 5.3.

Section 6.4. The quorum for any regular meeting shall consist of representation, whether in person, online, via telephone or by proxy, from a majority of the members eligible to vote on matters to be transacted upon therein.

ARTICLE VII
EXCULPATION AND INDEMNIFICATION

To the fullest extent permitted by law and, to the extent required by law, the Association shall indemnify and hold harmless any person who was or is a director or office of the Association form and against any and all liability, loss suffered and expenses (including counsel fees and disbursements), judgments, fines (including excise taxes assessed on a person with respect to an employee benefit plan), and amounts paid in settlement that may be imposed upon or incurred by him in connection with, or as a result of, any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of the Association), in which or she is or may become involved, as a party, witness or otherwise, by reason of the fact that he or she is or was a director or officer of the Association or, while a director or officer of the Association, is or was serving at the request of the Association as an officer, director, incorporator, employee, partner, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise (including an employee benefit plan), whether or not he or she continues to be such at the time such expenses and judgments, fines and amounts paid in settlement shall have been imposed or incurred. Notwithstanding the preceding sentence, however, the Association shall not be required to indemnify such a person who is or was a director or officer in connection with an action, suit or proceeding (or part thereof) initiated by such person unless the initiation of such action, suit or proceeding (or part thereof) by such person was specifically authorized by the Association. The right of indemnification provided under this paragraph shall inure whether or not such expenses and judgments, fines and amounts paid in settlement are imposed or incurred based on matters which antedate the adoption of this Article VI. Such right of indemnification shall continue as to a person who has ceased to be a director or officer of the Association, and shall inure to the benefit of the heirs and legal representatives of such a person.
Expenses (including counsel fees) incurred by a person who is or was a director or officer of the Association in defending or investigating a threatened or pending action, suit or proceeding in which such person is or may become involved, as a party, witness or otherwise, by reason of the fact that he or she is or was a director or officer of the Association or, while a director or officer of the Association, is or was serving at the request of the Association as a director, officer, incorporator, employee, partner, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise (including an employee benefit plan), shall, to the fullest extent not prohibited by law, be paid by the Association in advance of final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Association under this Article VI or otherwise.

The rights to indemnification and advancement of expenses provided by this Article VI shall not be deemed exclusive of any other rights which are or may be provided now or in the future under any provision currently in effect or hereafter adopted of this Agreement, by any agreement, provision of the Certificate of Incorporation, by vote or resolution of members, by resolution of directors, by provision of law or otherwise.

ARTICLE VIII
FISCAL YEAR

The fiscal year of the Association shall begin on July 1 and shall end on June 30 of each year.

ARTICLE IX
AMENDMENTS

This Constitution may be altered, amended, or repealed at any regular or special meeting of the members called for such purpose, provided that such alteration, amendment or repeal is approved by a two-thirds majority vote of a quorum present at such meeting. Any proposed alteration, amendment or repeal shall be presented for consideration at any regular or special meeting of the members called for such purpose, but no such vote shall occur until the following meeting duly noticed.

ARTICLE X
DISSOLUTION

Dissolution of the Association shall require the two-thirds majority vote of a quorum present at any regular or special meeting of the members called for such purpose. In the event of dissolution, any remaining funds shall be donated to a charity aimed at supporting journalism, such charity to be selected by the Board then in place at the time of such dissolution, and in all cases subject to applicable law and reasonable reserves.