The ACJR is governed by a board of directors elected annually by its members.

Board of Directors for 2025:

President: Sam Reynolds

Vice President: Aaron Stanley

Treasurer: Mitchell Moos

At Large:

Olivia Capozzalo

Phil Gomes

Shaurya Malwa

Pedro Solimano

The ACJR is a non-profit organization that is being registered as a 501 C (6) organisation in the state of New York, in the United States of America.

The ACJR is governed by its bylaws and its officers abide by a conflict of interest policy.

Michael del Castillo — Fortune

Leigh Cuen — Independent journalist, Forbes

Pete Rizzo — Bitcoin Historian & Journalist, Bitcoin Magazine

Molly Jane Zuckerman — Opinion Editorial Editor, Blockworks

Camila Russo — Founder, The Defiant

Jon Rice — former Editor in Chief, Blockworks

Laura Shin — Founder, Unchained

Michael McSweeney — Managing Editor, Blockworks

Joon Ian Wong — Content & Comms, Amplified

Zack Seward — Contributing Editor at Large, CoinDesk

Josh Quittner — Editor in Chief, Decrypt

Joanna Ossinger — Editor, Bloomberg

ACJR Bylaws

Bylaws Of the Association of Cryptocurrency Journalists and Researchers (the "ACJR"). Updated 12/28/2023

ARTICLE I: CONSTITUTION

Section 1.

We, the Association of Cryptocurrency Journalists and Researchers (collectively the “ACJR”), have joined together in recognition that free markets are inextricably linked to the freedom of information.

ARTICLE II: PURPOSE

Section 1.

The ACJR is a professional organization designed to advance, elevate and advocate for the professions of reporting, writing, editing and producing public information related to Bitcoin, cryptocurrencies and other decentralized technologies.

This mission is accomplished, among other ways, through meetings of its members; specialized meetings as determined by the board of governors; achievement awards; and periodic communications by the administrative office.

The ACJR also shall encourage members to communicate with each other and create a network of member interaction.

Section 2.

The ACJR shall advance its cause by:

(i) promoting the publishing of factual, independent information related to Bitcoin, crypto assets and other decentralized technologies for the public good

(ii) elevating the profession of cryptocurrency journalism and research and advocate for its acceptance within like disciplines

(iii) allocating resources for the promotion of education and communication among journalists and researchers

(iv) serving as a bridge to media and research organisations seeking to understand the markets and technologies in our domain, and educate the industry on best practices for transparent dealings with the press and researchers.

(v) any other purpose permitted by applicable law.

Section 3.

The ACJR may have offices at such other places, within or outside of New York, as the Board of Directors (the “Board”) may from time to time appoint or the business of the ACJR may require.

The fiscal year of the ACJR shall end on the last day of December.

ARTICLE III: GOVERNANCE

Section 1.

The affairs of the ACJR shall be directed by a BOARD OF DIRECTORS. Any powers not specifically reserved to the membership shall be the responsibility of the board.

The board of directors shall consist of seven members, of which a minimum of five and maximum of seven shall be directors, and three shall be officers.

Section 2.

Officers will be elected annually by the membership to serve one-year terms. At-large directors shall be elected annually by the membership to serve one-year terms. 

Section 3.

The Society’s three officer roles shall be: president,  vice president, secretary and treasurer. The secretary and treasurer roles may, at the discretion of the board, be filled by multiple members. 

The board of directors shall have the power to appoint additional officers, as it deems necessary. All officers are deemed to be voting members of the board.

Section 4.

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

On behalf of the ACJR, the president may execute, either individually or with another officer authorized by the board of directors, any contracts or other instruments that the board of directors has authorized to be executed. The president may designate committees of the board of directors to assist the work of the board.

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 the ACJR.

Section 5.

THE TREASURER shall help prepare and monitor the ACJR’s budget and oversee cash flows and financial record plus work with the ACJR's finance or audit committee on annual review of the ACJR’s financial condition and procedures. The Treasurer’s term will begin on May 1 of the elected year and end on April 30 of the following year to provide continuity during tax season.

The treasurer shall have or provide for the custody of the funds or other property of the ACJR; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the ACJR; shall deposit all funds in his or her custody as the treasurer in such banks or other places of deposit as the treasurer or the Board may from time to time designate; shall, whenever so required by the Board, render an account showing all transactions as the treasurer and the financial condition of the ACJR.In general, the treasurer shall discharge such other duties as may from time to time be assigned by the Board or the President.

Section 6.THE SECRETARY will record minutes of meetings of the board of directors; oversee the administration of ACJR correspondence; see that all notices are duly given as required by law or these bylaws; and oversee the maintenance of the ACJR’s membership list.

The secretary shall be the custodian of the seal of the Club and see it is affixed to all documents which are to be executed on behalf of the Club under its seal; and, in general, shall perform all duties incident to the office of the Secretary, and such other duties as may from time to time be assigned by the Board or the President.

In all matters of dispute, the board will use Robert’s Rules of Order to reach a conclusion.

Section 7.

Directors and officers must be full ACJR members, and up to two associate members are allowed to join the board. Officers must be active in the practice of cryptocurrency journalism or research as defined by the Board of Directors.

Newly elected directors and officers shall take office after the annual membership meeting at which they are elected. When a vacancy among the officers or directors occurs, the president shall have the ability to fill the unexpired position until the next annual meeting.

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

Section 8.

The president may call a meeting of the board of directors on his or her own initiative and must call a meeting when so requested by a majority of the board of directors.

A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board of directors. If less than a majority of the directors are present at said meeting, a majority of those directors present may adjourn the meeting to another time without further notice.

Section 9.

The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute, these bylaws, or the ACJR’s articles of incorporation.

No member of the board of directors may act by proxy on any matter.

Section 10.

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

Section 11.

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 directors.

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 director;

• 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 directors when the resolution or action of the board of directors provides by its terms that it shall not be amended, altered or repealed by action of a committee.

ARTICLE IV: MEMBERSHIP

Section 1.

Membership in the ACJR shall be restricted to persons for whom a significant part of their occupation involves writing, reporting, editing or overseeing cryptocurrency news or research for newspapers, magazines, newsletters, journals, books, press or syndicated services, radio or television, online publications, or other media approved by the board.

Members may also retain full membership status upon honorably leaving the practice of cryptocurrency journalism or research but who continue to maintain their membership in the ACJR by timely payment of annual dues and by conducting themselves in accord with this constitution and bylaws.

Section 2.

Members shall be accepted through application to the ACJR’s administrative office and approval by a majority of the board of directors. The ACJR shall consider memberships on a rolling basis.

Section 3.

Those seeking membership who do not meet membership requirements may be designated as associate members, without voting privileges or eligibility to serve on the board of directors, unless the board of directors determines that their association detracts from the standards and goals of the ACJR.

An associate member may continue in that status and participate in the activities of the ACJR by paying an annual associate member’s fee.

Section 4.

The board of directors shall have the power to terminate the membership of a member who, in the opinion of two-thirds of the board, is not qualified for membership or who has caused embarrassment to the ACJR.

Said member shall have the right to seek a review of the board’s action at the next annual meeting. The member may be reinstated by the approval of two-thirds of the voting members at the annual membership meeting.

ARTICLE V: STAFFING

Section 1.

The Society shall locate its administrative headquarters at a site determined by the board of directors and approved by a majority of those attending an annual membership meeting.

Section 2.

The executive director shall be appointed by the board of directors to oversee the administrative operations of the ACJR as specified in a contract and shall be paid according to the contract.

Additional administrative personnel may be appointed and compensated by approval of the board. Those staff members shall report to the executive director who will have responsibility for hiring, firing, compensation, evaluation and administrative duties related to staff, with oversight from the executive committee.

The ACJR believes that the effectiveness of any organization is largely dependent upon its people. In meeting the organization’s staffing needs, the ACJR seeks to fill all positions with qualified candidates. In accordance with state and federal law, all potential candidates for positions will receive equal consideration without regard to race, disability, religion, color, national origin, gender, age, ancestry, citizenship, veteran’s status, sexual orientation or other non-job related factors in hiring, promoting, demoting, training, benefits, layoffs, terminations, recommendations, rates of pay or other forms of compensation.

Section 3.

The board of directors may authorize the executive director or any other agent in addition to officers so authorized to sign checks, drafts or other orders for the payment of money issued in the name of the ACJR.

All funds of the ACJR shall be deposited from time to time to the credit of the ACJR in such banks, trust companies or other depositories as the board of directors may select.

ARTICLE VI: VOTING

Section 1.

Actions taken by the members at the annual membership meeting shall be by majority vote of members in good standing, registered for the convention, at the meeting at which a quorum is present in person or otherwise in realtime attendance, over the internet or through other media.

A quorum shall require a minimum of 13 members.

Section 2.

Potential amendments to the bylaws will be considered by a governance or bylaws committee.

This committee will be passed directly to the full board of directors for a vote. If amendments are approved by a two-thirds vote of the directors, they will be presented to the membership. Bylaws may be amended only by a two-thirds vote of members in good standing, 

Section 3.

Any conference location shall be decided by a majority of the board of directors. The board of directors may establish or sanction seminars, regional meetings or other events.

Section 4.

ACJR meetings shall be open to all who meet the registration requirements as established by the board of directors.

All meetings are open for news coverage at no cost to the media, except for food expenses when the program director believes it is necessary.

ARTICLE VII: DUES

Section 1.

Membership dues shall be determined by majority vote of the board of directors. Members delinquent in dues shall not be eligible to vote.

If a person remains delinquent after six months, the member will be notified by the ACJR. If after 180 days, dues are still unpaid, he or she must reapply for membership.

Section 2.

Other fees or charges necessary to carry out the business of the ACJR may be established by the board of directors.

ARTICLE VIII: USE OF ACJR NAME, LOGO AND FACILITIES

Section 1.

No Member or officer shall use the name of the ACJR for any transaction without the prior written permission of the Board.

Section 2.

No Member or officer shall use the logo of the ACJR on any public materials without the prior written permission of the Board.

Section 4.

No member shall use ACJR as a platform to promote a token, company or other venture. The members agree that the ACJR itself is not endorsing any software project or company. Also, ACJR affiliation shall not be referenced in materials promoting financial or legal advice.

ARTICLE IX: DISSOLUTION

Section 1.

Any proposal to dissolve the ACJR must be approved first by a vote of three-quarters of the board of directors and then by a vote of two-thirds of the members in good standing.

Such a proposal must be disseminated to the entire membership at least 90 days before the board of directors vote upon it and at least a 30-day notice must be given to the members between the time that the board votes to dissolve the ACJR and the full membership votes on the matter.

Such a proposal must include a full explanation for advancing it; a plan for proxy voting by the membership; a plan for winding up the financial affairs of the ACJR and disposition of any assets; and a plan for discharging any other obligations of the ACJR and its officers.

Note: Article 2, Section 7 was updated by a majority vote of the board members on Oct. 31, 2021

Resolution of the Board of Directors of The Association of Cryptocurrency Journalists and Researchers, Inc.

Article I

Purpose

The purpose of the conflicts of interest policy (the “policy”) is to protect the interests of the Association of Cryptocurrency Journalists and Researchers, Inc. (the “organization”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization.This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations.

Article II

Definitions

1. Interested Person

Any director, principal officer, or member of a committee with board delegated powers, member, employee having responsibilities similar to a director or principal officer, substantial donor to the organization, or any person in a position to exercise substantial influence over the affairs of the organization, regardless of whether such person is compensated by the organization, and any Family Member of such person who has a direct or indirect Financial Interest, as defined below, is an interested person.

2. Family Member

A person’s brothers and sisters (including half siblings and step-siblings), children, grandchildren, great grandchildren (including step-children, step-grandchildren, and step-great grandchildren), ancestors (parents, grandparents, etc., including step-parents and step-grandparents) and spouses (of the person and any person in the foregoing categories). Family Members shall include siblings, descendants and ancestors by adoption.

3. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment or family:

An Ownership or Investment Interest in any entity (traditional or blockchain-based) with which the organization has a transaction or arrangement;

A compensation arrangement with the organization or with any entity (traditional or blockchain-based) or individual with which the organization has a transaction or arrangement; or

A potential Ownership or Investment Interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature, including payments, allocations or extensions that may be denominated in cryptocurrencies or crypto assets.

A Financial Interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a Financial Interest may have a conflict of interest only if the appropriate board or committee decides that a conflict of interest exists.

4. Ownership Interest

An Ownership or Investment Interest means direct or indirect control over an entity (e.g., a corporation, partnership, or trust or estate, whether or not organized and operated for profit) through voting power, a profits interest or a beneficial interest.

At the discretion of the Board of Directors, the definition of ownership may also be extended to an individual’s investments or responsibilities to a cryptocurrency or distributed protocol.

Article III

Procedures

1. Prohibitions

No Interested Person may enter into a transaction or arrangement with the organization unless the facts of the particular Financial Interest have been fully disclosed and the transaction or arrangement has been expressly authorized by the disinterested members of the board.

2. Duty to Disclose

In connection with any actual or possible conflicts of interest, an Interested Person must disclose the existence of his or her Financial Interest and must be given the opportunity to disclose all material facts to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement.

For the purposes of this document, board members and officers will be expected to disclose any cryptocurrencies held as investments and any equity or payment received from industry companies during a calendar year in which they hold such a position.

3. Determining Whether a Conflict of Interest Exists

After disclosure of the Financial Interest and all material facts, and after any discussion with the Interested Person, he/she shall leave the board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

4. Procedures for Addressing the Conflict of Interest

1. An Interested Person may make a presentation at the board or committee meeting, but after such presentation, they shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.

2. The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

3. After exercising due diligence, the board or committee shall determine whether the organization can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.

4. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization’s best interest and for its own benefit and whether the transaction is fair and reasonable to the organization and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.

5. In all events, the organization will attempt to comply with the requirements for invoking the rebuttable presumption under section 53.4958-6 of the Treasury regulations.

5. Violations of the Conflicts of Interest Policy

1. If the board or committee has reasonable cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

2. If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest it shall take appropriate disciplinary and corrective action.

6. Receipt of Gifts

No Interested Person may accept gifts or other favors (including those denominated in crypto assets or cryptocurrencies or otherwise enforced by distributed protocols) under circumstances that might lead to the inference that the gift or favor was intended to influence the Interested Person’s decision-making while serving the organization. Any gifts that are not insubstantial and are offered by a person or entity with which the organization has entered into or is considering a transaction or arrangement must be declined, and the offer reported to the designated conflict of interest officer.

Article IV

Records of Proceedings

The minutes of the board and all committees with board-delegated powers shall contain:

1. The names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest, the nature of the Financial Interest, any action taken to determine whether a conflict of interest was present, and the board’s or committee’s decision as to whether a conflict of interest in fact existed; and

2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith.

If the organization enters into a transaction or arrangement with an Interested Person, such transaction or arrangement will be reported in the organization’s Form 990 as required.

Article V

Compensation

1. Any voting member of the board of directors who receives compensation, directly or indirectly, from the organization (or distributed protocol) for services is precluded from discussing and voting on matters pertaining to that member’s compensation.

2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization (or distributed protocol) for services is precluded from voting on matters pertaining to that member’s compensation.

3. No voting member of the board of directors or any committee of the board of directors charged with compensation matters and who receives compensation, directly or indirectly, from the organization (or distributed protocol) is prohibited from providing information to the board of directors or any such committee regarding compensation.

Article VI

Annual Statements

Each director, principal officer and member of a committee with board delegated powers, member, employee having responsibilities similar to a director or principal officer, substantial donor to the organization, or any person in a position to exercise substantial influence over the affairs of the organization shall affirm that such person:

1. Has received a copy of this Policy;

2. Has read and understands this Policy;

3. Has agreed to comply with this Policy; and

4. Understands that the organization is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

Article VII

Periodic Reviews

To ensure that the organization operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

1. Whether compensation arrangements and benefits are reasonable and are the result of arm’s-length bargaining;

2. Whether acquisitions result in inurement or impermissible private benefit;

3. Whether all transactions are properly recorded, reflect reasonable payments for goods and services, further the organization’s charitable purposes and do not result in inurement or impermissible private benefit; and

4. Whether agreements entered into by the organization furthers the organization’s charitable purposes and do not result in inurement or impermissible private benefit.

Article VIII

Use of Outside Experts

In conducting the periodic reviews provided for in Article VII, the organization may, but need not, use outside advisors. If outside experts are used their use shall not relieve the board of its responsibility for ensuring that periodic reviews are conducted.

Article IX

Adoption of Policy

This Policy has been adopted on the 30th day of October, 2020 by the unanimous consent of the board of directors and a copy of this Policy will be distributed to each director and officer of the organization.

We welcome your interest!

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2248 Broadway #1611, New York, New York 10024

Email our community manager, joyce@acjr.network