Magazine Publishers of America 2008-2009 Membership Directory - (Page 25) Bylaws, Objects & Purposes agreement. Executive Vice Presidents and Senior Vice Presidents may be removed from office at any time by the President, subject to Board review and subject to the terms of any outstanding employment agreement. 5.2 DUTIES. The duties of the executive officers of the Association shall be as follows: (a) President: The President shall be the chief executive officer of the Corporation with all the rights and powers incident to that position. If during any period the office of the presidency is vacated, or the President is incapacitated and unable to perform the duties of President, the powers of the President shall be exercised by the Chairman or upon the approval of the Board may be exercised by one or more Executive Vice Presidents or an individual appointed by it to serve on an interim basis as acting president. (b) Vice Presidents: The Executive Vice Presidents and Senior Vice Presidents shall perform such duties as may be prescribed or assigned to them by the President or by the Board of Directors, or the Chairman of the Board. c) Treasurer: The Treasurer shall perform all the duties customary to that office, and shall have responsibility for care and custody of the funds and securities of the Corporation, which responsibilities may be delegated to a financial vice president or Assistant Treasurer, subject to periodic reporting to the Treasurer. The Treasurer shall not be required to give any bond for the faithful performance of his duties. The Treasurer shall submit such financial reports to the Board as it may require, and if requested by the Board shall prepare or cause to be prepared an annual report to the Domestic Members. (d) Secretary: The Secretary shall act as Secretary of and shall keep the minutes of the meetings of the Board of Directors and of the Domestic Members, have the custody of the seal of the Corporation and perform all of the other duties usual to that office. The duties of the Secretary may be delegated to a Vice President or Assistant Secretary, subject to periodic reports to the Secretary. (e) Assistant Treasurer and Assistant Secretary: Any Assistant Treasurer or Assistant Secretary shall perform such duties as may be prescribed or assigned to him or her by the President or the Board of Directors, or the Chairman. ARTICLE VI COUNCILS AND COMMITTEES 6.1 PIB COUNCIL. There shall be a PIB Council of not less than five (5) or more than fifteen (15) members employed by Domestic Members that subscribe to the PIB Service or Associate Members for PIB Services. The members shall be appointed by the Board of Directors upon the recommendation of the President. The duties of the PIB Council shall be to supervise and monitor the Publisher’s Information Bureau (PIB) service provided by the Association. The PIB Council shall contain some representation of Association Members for PIB Services, if feasible. The chairman of the PIB Council shall be appointed by the President, subject to the approval of the Board. Unless otherwise directed by the Board, members of the PIB Council shall hold their appointment until the Annual Meeting in the ensuing year or until the appointment of their successors. 6.2 ASME COUNCIL. The Board may establish a committee or council of the Association made up of ASME Associate members to carry out the functions of that category of Associate membership. The Board may delegate to the ASME committee or council the authority to establish its own rules and regulations, carry out its own functions and establish its own associate dues and assessments structure, subject to the Board’s authority, in its discretion, to review and approve such actions. 6.3 OTHER COMMITTEES AND COUNCILS. Other committees or councils may be created or abolished from time to time by the Board of Directors at its discretion to carry out the work of the Association, subject to the policies of the Board of Directors. The chairman, vice chairman and other members of committees shall be appointed by the Chairman of the Board upon the recommendation of the President from among the employees of Domestic Members, or members of any other category of membership. The Chairman shall make reasonable efforts to appoint to appropriate committees the employees of members who have expressed an interest in actively participating in Association activities, and shall take affirmative steps to periodically appoint some new members to each committee. Members of all committees and councils shall hold their appointment until the Annual Meeting of the Domestic Members in the ensuing year or until the appointment of their successors. ABOUT MPA 25
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