Magazine Publishers of America 2008-2009 Membership Directory - (Page 23) Bylaws, Objects & Purposes 4.3 BOARD MEMBER QUALIFICATIONS. Membership on the Board of Directors shall be made up of only senior executives who are in charge of or hold primary responsibility for the operations of the Magazine division or the Magazine operations of a Domestic Member, or an executive of equivalent status. The Board of Directors shall have authority to grant exceptions to this rule. The member of the Board does not need to be the registered voting representative of the Domestic Member by whom he or she is employed. No more than one individual employed by the same Domestic Member shall serve on the Board of Directors, except that no more than two (2) individuals may serve on the Board of Directors who are employed by Time, Inc., Hearst Magazines, Condé Nast Publications respectively. If a Domestic Member with an employee or two employees serving on the Board of Directors acquires controlling interest of another Domestic Member with an employee serving on the Board of directors, all existing Board members may remain as Board members until the next Annual Meeting, at which time the provisions of this section limiting the number of employees of any Domestic Member that may serve on the Board of Directors at the same time shall again become applicable to the acquiring Domestic Member. 4.4 ADVISORY DIRECTOR. The Board of Directors by a majority vote may elect any former member of the Board of the Association who remains employed by a Domestic Member to the position of Advisory Director, to hold office until the next Annual Meeting of the Domestic Members. An Advisory Director shall be entitled to participate in all deliberations of the Board and attend the annual meeting of the Association. The term of office shall be for one year but may be renewed for consecutive one-year terms. Advisory Directors shall not be entitled to hold office, vote or be counted for quorum purposes, nor shall they constitute a form of representation of the Domestic Member by whom they are employed. There shall be no more than five Advisory Directors on the Board at any one time. 4.5 VACANCIES. Vacancies on the Board of Directors may be filled by vote of the Board or by the Domestic Members at any Annual Meeting or Special Meeting. A director chosen to fill a vacancy by the remaining directors shall hold office only until the next Annual Meeting of Domestic Members, at which time, if the vacancy be in a class the term of which extends beyond such Annual Meeting, the Domestic Members by vote shall fill the vacancy for the remainder of the term. 4.6 REMOVAL OF DIRECTORS. Any director may be removed from office: (i) with or without cause by a majority vote of the Domestic Members present and voting; or (ii) with cause by vote of two-thirds (2/3) of the Board of Directors present and voting. 4.7 OFFICERS OF THE BOARD OF DIRECTORS. The officers of the Board of Directors shall consist of a Chairman, a Vice Chairman, the Immediate Past Chairman (if he or she remains a Board member), a Treasurer and a Secretary, who shall be elected by the Domestic Members at the Annual Meeting from among directors holding office or elected for terms expiring after the meeting. Officers of the Board shall hold office for one year but may be re-elected to the same office for an additional successive one-year term and may be elected to a different office for a successive one-year term, and a successive one-year renewal, notwithstanding his or her prior service as an officer holding a different position. Officers may hold an officer position previously held by them notwithstanding the stated limitations, provided that their re-election to said position is for a non-successive term. Vacancies among such officers may be filled by a majority vote of the Board of Directors to serve until the next Annual Meeting. 4.8 REGULAR MEETINGS. Regular Meetings of the Board of Directors shall be held at such times and places as the Board shall from time to time designate or upon call of the Chairman of the Board, or in his or her absence by the Vice Chairman. 4.9 SPECIAL MEETINGS. Special meetings of the Board of Directors may be held at any time and place, upon the call of the Chairman of the Board, or in his or her absence by the Vice Chairman. Special meetings shall be called by the Chairman of the Board on the written request of any five (5) directors. 4.10 NOTICE OF MEETINGS. Notice of all meetings of the Board of Directors shall be mailed, telefaxed or e-mailed by the President, or other person performing his duties, at least five (5) days before the meeting; provided however, that a meeting may be held without notice immediately after the annual election of Directors. If a director be present at a meeting requiring notice or waives notice thereof (in writing or by e-mail before or after such meeting), notice to such director shall be unnecessary. The notice of the Special Meeting of the Board shall specify the purpose of the meeting. 4.11 QUORUM. A quorum at any meeting of the Board of Directors shall consist of ten directors, but less than a quorum shall have power to adjourn. 4.12 ACTION WITHOUT A MEETING. Unless otherwise provided in the Certificate of Incorporation, whenever Directors are required or permitted to take 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 Directors. ABOUT MPA 23
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