Magazine Publishers of America 2008-2009 Membership Directory - (Page 24) Bylaws, Objects & Purposes 4.13 ACTION TAKEN BY CONFERENCE TELEPHONE. Members of the Board of Directors or any Committee of the Board may participate in a meeting by means of conference telephone, teleconference equipment or similar communications equipment by means of which all persons participating in the meeting can hear each other. 4.14 EXECUTIVE COMMITTEE. There shall be an Executive Committee appointed by the Board of Directors, to consist of the Chairman and Vice Chairman of the Board, the Immediate Past Chairman (if he or she remains on the Board), the Secretary, the Treasurer and not less than one (1) nor more than eleven (11) other directors, not to exceed a total of fifteen. Unless otherwise determined by the Board, the remaining members of the Executive Committee shall include at least one director that has experience in each of the specialties of advertising marketing, circulation marketing and government affairs, respectively. Executive Committee members shall be appointed by a majority vote of the Board and shall hold membership, subject to the power of the Board to change the membership at any time, for a term that is coterminous with the term of the Chairman, and subject to each member’s continued membership on the Board, or until the appointment of their successors. Subject to the Board’s approval, the Executive Committee shall have and may exercise during the intervals between the meetings of the Board all the powers vested in the Board, except the power to set the dues rate for Domestic Members, impose an assessment on Domestic Members or amend these Bylaws. The Board may direct that the Executive Committee prepare and submit to the Board for its consideration and approval an annual budget of projected necessary expenditures and the amount of dues necessary to meet the expenditures for each fiscal year. In addition, the Board may confer or impose upon the Executive Committee from time to time other assignments or duties. The Chairman of the Board shall preside at all meetings of the Executive Committee if present. In the absence of the Chairman of the Board, one of the other officers of the Board in the following order: Vice Chairman, Immediate Past Chairman, Secretary, Treasurer shall preside. A majority of all the members of the Executive Committee shall constitute a quorum and a majority vote of the members of said Committee present at any meeting shall be required for any action by said Committee. The Executive Committee may, from time to time, make rules and regulations not inconsistent herewith, for call, notice, time and place of its meetings and for the conduct of its business, and may appoint such committees and assistants, as it may deem necessary. The Executive Committee shall keep appropriate minutes of its meetings and a report shall be made to each meeting of the Board of all action taken since the last meeting of the Board. The Board at its Regular Meetings shall review and in its discretion approve the actions of the Executive Committee. The Executive Committee may take action without a meeting as provided in section 4.12 of these Bylaws. 4.15 MEMBERSHIP COMMITTEE. There shall be a Membership Committee of no less than five (5) nor more than twelve (12) members of the Board, including the Chairman, Vice Chairman, Immediate Past Chairman (if he or she remains a Board member) and such other Board members as may be appointed by the Board. The members of the Committee shall serve for a term coterminous with the Chairman. The duties of the Committee shall be to review applications for membership to the Association and to report on its recommendations to the Board, to review and make recommendations to the Board concerning qualifications for membership, and to review and make recommendations to the Board concerning the Association’s membership services. 4.16 NOMINATING COMMITTEE. There shall be a Nominating Committee of no less than three (3) nor more than seven (7) members, including the Chairman and each previous Chairman who remains on the Board, and such other Board members, including Advisory Board members, as may be appointed by the Board. The members of the Committee shall serve for a term coterminous with the Chairman. The Board may appoint as an advisor to the Committee any former member of the Board who no longer serves on the Board provided he or she is employed by a Domestic Member. The duties of the Committee shall be to review and nominate to the Board individual candidates for election or re-election to membership on the Board, candidates for election or re-election to Board officer positions, and candidates for election or re-election as Advisory Members of the Board. ARTICLE V OFFICERS OF THE ASSOCIATION 5.1 ELECTION. The officers of the Association shall consist of a President, one or more Executive Vice Presidents or Senior Vice Presidents, a Secretary, and a Treasurer. Vice Presidents shall not be considered corporate officers of the Association. The Board in its discretion may create the officer positions of Assistant Secretary and Assistant Treasurer. The President, the Executive Vice Presidents, the Senior Vice Presidents and the Assistant Secretary and Assistant Treasurer need not be directors. The Secretary and the Treasurer shall be directors. The President shall be elected by the Board of Directors to serve such term as the Board in its discretion shall decide. The President shall be compensated for his/her services in amounts determined from time to time by the Executive Committee of the Board or the officers of the Board or as provided in any outstanding employment agreement approved by the Executive Committee of the Board or the officers of the Board. The Vice Presidents shall be appointed by the President. The President, Treasurer and Secretary may be removed from office at any time by the Board of Directors, subject to the terms of any outstanding employment 24
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