Magazine Publishers of America 2008-2009 Membership Directory - (Page 28) Bylaws, Objects & Purposes (b) When a Domestic Member shall acquire ownership or control of a U.S. Magazine of a nonmember, including by license agreement, the acquiring Domestic Member, in addition to its existing dues, beginning with the next quarterly dues payment following such acquisition, shall include in computing its dues the gross revenue derived from circulation and advertising of the acquired U.S. Magazine. (c) When ownership or control of a Domestic Member, or all of a Domestic Member’s U.S. Magazines, are acquired by a non-member Business Entity that publishes Magazines, including by license agreement, the membership of the Domestic Member may continue upon application of the acquiring Business Entity and approval by the Board, provided, however, that the Unitary Rule set forth in section 2.10 shall apply. If the acquiring Business Entity does not apply for membership, or if membership is not approved by the Board, the membership of the acquired Domestic Member shall cease at the end of the quarter in which the acquisition took place, and such Domestic Member shall pay all past dues and assessments, if any, and two ensuing quarters’ dues. (d) When ownership or control of a Domestic Member, or all of a Domestic Member’s U.S. Magazines, are acquired by a non-member Business Entity that does not publish Magazines, including by license agreement, the membership of such Domestic Member may, upon written request, be continued indefinitely upon its compliance with the obligations of membership and upon approval by the Board of Directors. (e) When a Domestic Member shall discontinue publication of one or more if its U.S. Magazines, it shall continue payment of its dues for the calendar quarters in which the Magazine closes without deduction for the Magazines discontinued and thereafter its dues shall be computed without consideration of the revenue derived from the Magazines discontinued. This subsection 7.3(e) shall not apply to Annuals. 7.4 Associate Member Dues. Associate Members shall pay dues at an annual rate determined by the Board of Directors. The Board may at its discretion set different dues rates for specific Associate Members based on the magazine industry revenue of the Associate Member. 7.5 Submission of Financial Information. Each member shall furnish to the Association, upon request, such financial information and data as the Board shall require for purposes of determining dues. (a) Submission of Revenue Data: Each Domestic Member shall furnish to the Association, upon request, all such information and data as may be necessary to enable dues to be computed, and in the event of failure to so furnish the same, dues of such Domestic Member shall be computed on the basis of an estimate by the Association of the Domestic Member’s revenue used for dues calculation purposes. (b) Payment of Dues: All dues shall be payable quarterly or at such intervals and times as may be determined by the Board of Directors. 7.6 Assessments. The Board may by a majority vote at a meeting at which a quorum is present issue assessments for special purposes. Such assessments shall be apportioned and payable in a time and manner determined by the Board. ARTICLE VIII AUDIT AND INDEMNIFICATION 8.1 AUDIT. The Board of Directors shall cause the accounts and financial transactions of the Association to be audited by a certified public accountant at least once in each fiscal year. The Treasurer shall present a report of the audited financials to the Board preceding the annual meeting of Domestic Members. INDEMNIFICATION. The Association shall indemnify any person who is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, advisory director, officer, committee member, employee or an authorized agent of the Association (hereinafter all referred to more generally as “indemnified parties”), against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by applicable law, upon such determination having been made as to such person’s good faith and conduct as is required by applicable law. The Association shall purchase and maintain insurance to indemnify the Association and the indemnified parties to the fullest extent now or hereafter permitted by law. 8.2 28
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