Magazine Publishers of America 2008-2009 Membership Directory - (Page 21) Bylaws, Objects & Purposes 2.9 REMOVAL FROM MEMBERSHIP. (a) Any member may be removed from membership in the Association by a vote of the majority of the Board of Directors for nonpayment of dues for two quarters or more, or nonpayment of any assessment, for one hundred eighty (180) days. (b) Any member other than a Domestic Member may be removed from membership in the Association for good cause, as determined solely in the discretion of the Board, by a majority of the Board voting at a meeting of the Board. Any Domestic Member of the Association may be removed from membership in the Association by a vote of two-thirds (2/3) of the directors of the Association when such Domestic Member has been found to have repeatedly conducted its business in violation of law or in a manner which adversely affects the industry or the public interest. Prior to removal from membership by the Association, the Domestic Member charged shall be notified in writing of the charges against it and shall have full opportunity to reply to such charges orally or in writing, to be represented by counsel and, if requested by such a member, to have the charges heard by the Board at a meeting of its members. 2.10 UNITARY RULE. When a Business Entity that would otherwise qualify as a Domestic Member pursuant to section 1.1 of these Bylaws is controlled by another Business Entity that qualifies as a Domestic Member, the controlling Business Entity only shall qualify as the Domestic Member. When two or more Business Entities that would qualify as Domestic Members pursuant to section 1.1 of these Bylaws are under common control, the Business Entity in charge of all U.S. domestic Magazine publishing operations shall be the Domestic Member, or if there is no such Business Entity, any one of the related Business Entities that publish one or more U.S. Magazines, that is approved by the Board, shall be the Domestic Member. All of the related Business Entities that publish U.S. Magazines and the executives of all of the related U.S. Magazines shall be entitled to the privileges of membership as a related part of the Domestic Member. Control for purposes of this Unitary Rule shall mean more than fifty percent (50%) of the voting stock or other indicia of ownership. ARTICLE III MEETINGS OF DOMESTIC MEMBERS 3.1 ANNUAL MEETINGS. A meeting of the Domestic Members shall be held annually for the election of directors and the transaction of such other business as is related to the purpose or purposes set forth in the notice of meeting on such date and at such time and place as may be fixed by the Board of Directors; or if no date and time and place is so fixed, at 8:00 a.m. on the first business day of the American Magazine Conference held at such place and on such date as is set by the Board of Directors for the American Magazine Conference. 3.2 SPECIAL MEETINGS. Special meetings of the Domestic Members for any purpose may be called by the Board of Directors. Special meetings shall be held at such date, time and place as may be fixed in the call and stated in the notice of meeting or waiver thereof. At any special meeting such business may be transacted as is related to the purpose or purposes for which the meeting is convened. 3.3 NOTICE OF MEETINGS; ADJOURNED MEETINGS. Notice of each meeting of the Domestic Members shall be given in writing and shall state the place, date and hour of the meeting, as well as the purposes for which the meeting is being called. (a) A copy of the notice of any meeting shall be given, personally or by first class mail, or overnight courier service, not less than ten (10) nor more than fifty (50) days before the date of the meeting, to each Domestic Member entitled to vote at such meeting. b) When a meeting is adjourned one time for less than thirty (30) days, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned is announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. ABOUT MPA 21
For optimal viewing of this digital publication, please enable JavaScript and then refresh the page. If you would like to try to load the digital publication without using Flash Player detection, please click here.