Proposed change to IRE bylaws

May 10, 2006

Dear IRE Members,

The IRE Board of Directors is seeking your comments as it considers a change in the organization's bylaws. The amendment would define the role of the endowment committee to purely monitor the investments — not to oversee how the board and staff raise and spend endowment funds.

The board members have unanimously endorsed this amendment in principle because it clarifies that the board has a fiduciary responsibility to manage the endowment wisely. The board has always had final say over the investments, but over the past few years, the board has, in practice, assumed all the duties of the endowment committee relative to investments. (The endowment committee consists of the board treasurer and four other IRE members.)

The board intends to vote on this matter at its June 15 (Thursday) meeting in Fort Worth, which will start at 5 p.m.. We welcome your comments regarding this proposal, which appears below. Please send comments to comments@ire.org.

Sincerely,

The IRE Board of Directors

Proposal to amend IRE Endowment Fund policy:
The proposed amendment is as follows:

The purpose of the "IRE Endowment Fund" is to fund the operations of IRE.

The "IRE Endowment Fund" is monitored by an endowment committee which may advise the board on investment practices.

The endowment committee consists of five members of IRE including the IRE treasurer, who chairs the committee, and four others, only one of whom (besides the treasurer) can be an IRE board member. These four are nominated by the IRE president in June and approved by the board, for two-year terms.

Endowment principal cannot be spent except for fiscal emergency, and only then after at least two-thirds of the IRE board members have approved of such an expenditure.

The sources of donations to "The Endowment Fund" are accepted according to board policy. The endowment committee will prepare an annual report to be presented at the annual membership meeting.

Current version of the bylaws:
(Approved by the Board of Directors June 17, 1994)

"The purpose of the "IRE Endowment Fund" is to fund special projects including, but not limited to, education, mentoring and diversity programs that advance responsible investigative reporting, and to fund a chair for the executive director.

The "IRE Endowment Fund" is administered by an endowment committee which is responsible for investment, fund-raising, and expenditures of endowment funds.

The endowment committee consists of five members of IRE including the IRE treasurer and four others, only one of whom (besides the treasurer) can be an IRE board member. These four are nominated by the IRE president and approved by the board, for two-year terms. Nominations are made at the June board meeting, after the new board is selected.

Expenditure and/or investment of IRE endowment interest funds requires a majority vote of the endowment committee. The endowment committee can be overruled by the IRE board, provided there is written notice in advance to both the board and endowment committee. To over-ride an endowment committee decision, two thirds or more of the IRE board must vote in favor of the over-ride.

Endowment principal cannot be spent except for fiscal emergency, and only then after at least two-thirds of endowment committee members and two thirds of the IRE board members have approved of such an expenditure. Donations to the endowment fund are accepted from news-related organizations. The board has to approve, by majority vote, acceptance of donations from any news-related organization.

The endowment committee will prepare an annual report, to be presented to membership at the annual meeting. The same report should be sent to all donors."