Magazine Publishers of America 2008-2009 Membership Directory - (Page 19) Bylaws, Objects & Purposes BYLAWS OBJECTS AND PURPOSES MAGAZINE PUBLISHERS OF AMERICA, INC., is a membership corporation which was organized on November 3, 1919, under the Membership Corporation Law of the State of New York. The particular objects and purposes, for which the corporation is formed, as set forth in the Certificate of Incorporation, are: To collect and obtain by exchange with its members and by any other appropriate means any and all kinds of information and intelligence for the use and benefit of its members, or to disseminate such intelligence and information to the public; to foster the business interests of its members; to procure and diffuse among its members accurate and reliable information as to the standing and character of the persons, firms and corporations with whom the members are doing business; to promote cooperation and a more enlarged and friendly intercourse between its members and others; to settle differences between members or members and others; to procure uniformity and certainty in the customs and usages of the business conducted by its members; to secure freedom from unjust and unlawful exactions; and in general to do all such other or further acts or things relating to the particular objects above mentioned or otherwise which may from time to time be found or appear to be necessary or expedient for the benefit and protection of its members so far as the same are permitted by the laws of the State of New York to corporations organized under said Membership Corporation Law. In furtherance of the objects and purposes above set forth, the corporation shall have power to purchase and acquire in the State of New York and elsewhere such real and personal property as it may deem necessary or proper and to mortgage the same to secure the payment of any bonds which it may issue. The corporation is a mutual and cooperative organization of owners of magazines and other periodical publications, and other owners or representatives of magazines and other periodical publications may from time to time be elected to membership in such manner and upon and subject to such regulations, conditions and limitations as may be prescribed by its bylaws. The corporation shall not engage in the business of selling information or intelligence, nor shall it engage in any other business or undertaking for profit, or make or declare dividends. ARTICLE I DEFINITIONS 1.1 DEFINITIONS. For the purpose of these Bylaws, the following terms are defined as follows: (a) “Annual” shall include U.S. Magazines that are published less frequently than quarterly (including single issue “one shot” releases and annual U.S. Magazines that irregularly publish an additional special issue). (b) Business Entity” or “Business Entities” shall include individuals, partnerships, corporations and business organizations in any form. (c) “Magazine” or “Magazines” shall include Consumer Magazines and Non-consumer Magazines as defined in sections 1.1(d) and 1.1(e). Catalogues and publications solely devoted to the promotion or sale of a business or products or services are not a Magazine as defined herein. Distribution frequency must be at least once annually. (d) “Consumer Magazines” shall mean any Magazine in printed form that has some of the following attributes: (1) it is reported as a “Consumer Magazine” by one of the major circulation auditing bureaus; (2) it has a primary listing in the Consumer Magazine Section of Standard Rate & Data; (3) it is measured as a “Magazine” by the PIB Service of the Association; (4) subscriptions are primarily addressed to individuals; (5) a percentage of the circulation is sold on Newsstands; (6) the advertised products are purchased primarily by individuals. A Consumer Magazine shall include Sunday supplement magazines distributed with a newspaper, but not the remaining parts of the newspaper. (e) “Non-consumer Magazines” shall mean publications that are not Consumer Magazines, but are produced to have an appearance similar to Consumer Magazines, with editorial content intended to inform or entertain. Non-Consumer Magazines include publications that are directed to a specifically defined business or targeted readership and are intended to inform or entertain that targeted audience. (f) “U.S. Magazines” shall mean Magazines that are primarily distributed in the United States or U.S. editions of Foreign Magazines, which editions are primarily distributed inside the United States. (g) “Foreign Magazines” shall mean Magazines that are primarily distributed outside the United States. (h) “PIB Service” means the advertisement measurement service operated by the Association under the name Publishers Information Bureau or PIB. ABOUT MPA 19
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