Magazine Publishers of America 2008-2009 Membership Directory - (Page 20) Bylaws, Objects & Purposes (i) “Unitary Rule” means the restrictions on membership of related Business Entities that publish U.S. Magazines as set forth in section 2.1 2.4 MPA ASSOCIATE MEMBERSHIP – CUSTOM PUBLISHERS. Custom Associate membership may be conferred by majority vote of the Board of Directors upon Business Entities that do not qualify as Domestic Members but which engage in custom publishing of magazines or periodicals for a separate entity that owns the trademark or ownership of the magazines or periodicals. 2.5 MPA ASSOCIATE MEMBERSHIP FOR PIB SERVICES. Associate membership for PIB Services in the Association may be conferred by majority vote of the Board of Directors upon Business Entities that are not Domestic Members that publish Magazines that are measured by the Association’s PIB Service. Associate members for PIB Services shall be entitled to have their Magazines measured by the Association’s PIB Service so long as such services are offered by the Association. Associate members for PIB Services shall not be entitled to vote or hold office in the Association. 2.6 MPA ASSOCIATE MEMBERSHIP – ELECTRONIC PUBLISHERS. Associate Membership in the Association may be conferred by a majority of the Board of Directors upon Business Entities that are not Domestic Members that produce and display an online magazine through an Internet site, which online magazine is identified by a distinctive title and contains a substantial amount of editorial content intended to inform or entertain the magazine’s readers. Electronic catalogues and publications solely devoted to the promotion or sale of a product or service do not qualify as an online magazine. Associate Members – Electronic Publishers, shall not be entitled to vote or hold office in the Association. 2.7 MPA ASSOCIATE MEMBERSHIP – ASME. The Board may establish a category of associate membership entitled “Associate Membership – ASME” to be made up of individuals who are editors of Magazines published by Domestic Members and, at the Board’s discretion, other publishers. The Board may delegate to the Membership Committee, or to a special committee or council established within the Association, the authority and responsibility to admit or remove ASME associate members. The Board may also delegate to a special committee or council established within the Association the authority and responsibility to carry out the duties and functions of the ASME associate members. Associate Members – ASME shall not, in their capacity as such, be entitled to vote or hold office in the Association. 2.8 WITHDRAWAL FROM MEMBERSHIP. Any member may withdraw from the Association by filing its resignation with the President; provided, however, that any withdrawing Domestic Member shall pay all past dues and assessments, if any, and the two ensuing quarters’ dues. ARTICLE II MEMBERSHIP 2.1 DOMESTIC MEMBERS. Domestic Members of the Association shall consist of Business Entities that publish one or more U.S. Magazines. To the extent that the Domestic Member is a Business Entity that controls, is controlled by or is under common control with another Business Entity that publishes one or more U.S. Magazines, only one of the related Business Entities shall qualify as the Domestic Member, and that Business Entity shall be determined pursuant to the Unitary Rule set forth in section 2.10 of these Bylaws. Admission to membership shall be by majority vote of the Board of Directors. 2.2 INTERNATIONAL MEMBERS. International membership in the Association may be conferred by majority vote of the Board of Directors upon any Business Entity whose principal executive offices are located outside the United States, that publishes one or more Foreign Magazines. A foreign-based Business Entity that would otherwise qualify for International Membership, or a subsidiary or affiliate of it whose principal offices are located in the United States, shall qualify only for Domestic Membership if it publishes one or more U.S. Magazines or U.S. editions of Foreign Magazines, except that it may at its option, and the approval of the Board, qualify for both Domestic Membership with respect to its U.S. Magazines and International Membership with respect to its Foreign Magazines. The Unitary Rule set forth in section 2.10 shall apply only to the domestic subsidiary or affiliate that publishes the U.S. Magazines. International Members shall not be entitled to vote or hold office in the Association. 2.3 MPA ASSOCIATE MEMBERSHIP – SUPPLIERS. Associate membership in the Association may be conferred by majority vote of the Board of Directors upon Business Entities that generate revenues from the sale of goods and services, directly or indirectly, to Domestic Members or their affiliates or other magazine publishers. The Board may set a minimum revenue requirement for Associate Members. Associate members shall not be entitled to vote or hold office in the Association. Publishers of U.S. Magazines or Foreign Magazines are not eligible for Associate Membership. 20
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