Magazine Publishers of America 2008-2009 Membership Directory - (Page 22) Bylaws, Objects & Purposes 3.4 WAIVER OF NOTICE. (a) The transactions of any meeting of Domestic Members, however called and with whatever notice, if any, are as valid as those at a meeting duly held after regular call and notice, if: (1) all the Domestic Members entitled to vote are present in person or by proxy and no objection to holding the meeting is made by any Domestic Member; or if (2) a quorum is present either in person or by proxy and no objection to holding the meeting is made by anyone so present, and if, either before or after the meeting, each of the Domestic Members entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of the meeting, or an approval of the action taken as shown by the minutes thereof. (b) Whenever notice is required to be given to any Domestic Member, a written waiver thereof signed by such Domestic Member, whether before or after the time thereon stated, shall be deemed equivalent to such notice. Attendance of a Domestic Member at a meeting of Domestic Members shall constitute a waiver of notice of such meeting, except when such Domestic Member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of Domestic Members need be specified in any written waiver of notice thereof. 3.5 QUORUM. Except as otherwise provided by law or in the Certificate of Incorporation, at any meeting of the Domestic Members the presence, in person or by proxy, of the higher of forty (40) Domestic Members or ten percent (10%) of all Domestic Members shall constitute a quorum for the transaction of any business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any Domestic Member. The Domestic Members present may adjourn the meeting despite the absence of a quorum. 3.6 VOTING REPRESENTATIVES; PROXIES. Every Domestic Member shall register with the Association the name of the voting representative for that member. Every registered voting representative of a Domestic Member entitled to vote at a meeting of Domestic Members or to express consent or dissent without a meeting may authorize a different individual employed by the Domestic Member to vote or act on behalf of it. Every proxy must be executed by the registered voting representative of the Domestic Member. No proxy shall be valid after the expiration of three (3) months from the date thereof. Every proxy shall be revocable at the pleasure of the registered voting representative of the Domestic Member. 3.7 VOTING. Directors shall be elected by a majority of the votes cast at a meeting of Domestic Members. Whenever any Association action, other than the election of directors, is to be taken by vote of the Domestic Members at a meeting, it shall, except as otherwise required by law, the Certificate of Incorporation or these Bylaws, be authorized by a majority of the votes cast thereat, in person or by proxy. Every Domestic Member of record shall be entitled to one vote on each matter submitted to a vote at a meeting of Domestic Members. 3.8 ACTION WITHOUT A MEETING. Whenever Domestic Members are required or permitted to take any action at a meeting or by vote, such action may be taken without a meeting, without prior notice and without a vote, by unanimous consent in writing setting forth the action so taken, signed by all Domestic Members entitled to vote thereon. 3.9 LIST OF DOMESTIC MEMBERS ENTITLED TO VOTE. At least ten (10) days before every meeting of Domestic Members, an officer of the Association shall prepare and make, a complete list of the Domestic Members entitled to vote at the meeting, together with the names of the registered voting representatives for each Domestic Member, and proxies, if any. 3.10 INSPECTORS OF ELECTION. The Chairman of any meeting of the Domestic Members may appoint one or more Inspectors of Election. ARTICLE IV BOARD OF DIRECTORS 4.1 POWER OF BOARD. The business and affairs of the Association shall be managed by or under the direction of the Board of Directors. 4.2 HOW CONSTITUTED. The Board of Directors shall consist of not more than thirty six (36) nor less than fifteen (15) directors, as determined by the Board, which shall be divided into three classes, each of which shall consist of one third (1/3) of the total number of directors authorized. One class of directors shall be elected at each Annual Meeting of the Domestic Members to hold office until the third ensuing Annual Meeting or until the election and qualification of their successors. In the event of any increase in number, additional directors may be elected for such periods as corresponds to the class to which the additional directors are assigned. In the event of any decrease in number, the term of office of any director then in office shall not be changed, but the directors assigned to each class shall decrease as each class term expires. 22
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