N.A.M.E. Mission Statement
The purpose of the Mid-Atlantic Newspaper Advertising and Marketing Executives association is to promote a close working relationship among member newspapers. The organization does this through:
1. Furthering the understanding, use and sale of newspaper advertising in our area.
2. Creating a close relationship among newspaper advertising people.
3. By promoting a better understanding between newspaper advertisers and Mid-Atlantic members.
In everything it does, the organization strives to maintain high ethical standards, promote the use of newspaper advertising and share with its members ideas in keeping with the innovative and professional standards of the newspaper industry.
Mid-Atlantic N.A.M.E. is a non-profit organization, governed by a board of directors and officers, elected by the membership.
|Constitution and By-Law|
Newspaper Advertising and Marketing Executives
Adopted February 16, 1962
Amended February 22, 1963
Amended March 4, 1966
Amended March 6, 1970
Amended March 18, 1972
Amended March 15, 1985
Amended March 14, 1986
Amended August 6, 2001
Amended June 12, 2009
Amended April 15, 2011
CONSTITUTION AND BY-LAWS
The two original Articles of Incorporation form the Constitution of this Association, and provide the following:
NAME: The name of the organization shall be known as the “Mid-Atlantic Newspaper Advertising and Marketing Executives”, incorporated under the laws of the State of South Carolina on January 8, 1944 (Amended as to name on January 27, 1950, March 7, 1975, and March 15, 1985), and as an eleemosynary, non-profit association.
OBJECTIVES: The objectives for which the Association was originally founded and for which it exists are: (A), to maintain an effective and active organization consisting of a group of newspaper advertising and marketing executives who are closely allied in a common profession; (B), to provide means of contact between its members; (C), to study, examine, and where practical, to adopt ways and means tending to increase efficiency and economy in the sale, use and production of newspaper advertising (D), to promote a closer relationship between users of newspaper advertising; and (E), to encourage a friendly and cooperative attitude among its members through exchange of information and ideas, and through mutual understanding.
There shall be four (4) classifications of members: “Newspaper Members,” “Affiliate Members,” “Associate Members,” and “Honorary Life Members.
2. Members shall be classified under the following provisions:
(A) “Newspaper Members” – Paid circulation newspapers in Georgia, North Carolina, South Carolina, Tennessee, Virginia, West Virginia, and other states as determined by the Board of Directors will be classified as “Newspaper Member”, subject to acceptance and approval by the Board of Directors. The membership shall be held in the name of the newspaper. Each “Newspaper Member” shall have the right to designate one individual member without additional dues. A newspaper member may add additional individual members by paying the additional dues specified by the Board of Directors.
“Affiliate Members” – Firms or individuals with affiliations in Georgia, North Carolina, South Carolina, Tennessee, Virginia, West Virginia, and other states as determined by the Board of Directors whose principal business is devoted to the furtherance of newspaper advertising through the sale, use or promotion of newspaper advertising shall be classed as “Affiliate Members,” subject to acceptance and approval of the Board of Directors. Each “Affiliate Member” shall have the right to designate one individual member without additional dues. An affiliate member may add additional individual members by paying the additional dues specified by the Board of Directors.
(C) “Associate Members” – Individuals from Georgia, North Carolina, South Carolina, Tennessee, Virginia, West Virginia and other states as determined by the Board of Directors who qualify under one of the three (3) following classifications:
(1) Individuals whose principal vocation is advertising and marketing as retailers and who are interested in the field as it relates to newspapers
(2) Individuals whose principal vocation is teaching advertising and marketing, and who are actively connected with or retained by any recognized college, school or professional institute of learning
(3) Individuals whose principal function is that of studying advertising or marketing and who are full-time students at any recognized college, school or institute of learning will be classed as “Associate Members” subject to the acceptance and approval of the Board of Directors.
(D) “Honorary Life Members” – Individuals who in the judgment of the Board of Directors have demonstrated for a period of ten or more years their service to this association or to the newspaper advertising profession, may be granted an “Honorary Life Membership.” The Board of Directors may bestow such “Honorary Life Memberships” at their discretion at a rate of no more than two (2) per year. An “Honorary Life Member” may hold any committee appointment, committee chairmanship or elective office.
“Corporate Members” – Corporate offices of newspapers in Georgia, North Carolina, South Carolina, Tennessee, Virginia, West Virginia and other states as determined by the Board of Directors will be classified as “ Corporate Members,” subject to acceptance and approval of the Board of Directors. However, each newspaper owned by a corporate member must have a separate newspaper membership based on its circulation in order for the individual newspapers to enjoy the rights, benefits and privileges as members of the association.
“Newspaper Members” – Each newspaper member of the Association (as defined in Article 1, Section 2 (A)) shall pay annual dues based upon the net paid total circulation of such newspaper members, as prescribed by the Board of Directors.
”Affiliate Members” – Each affiliate member of the Association (as defined in Article 1, Section 2 (b)) shall pay annual dues as prescribed by the Board of Directors.
“Associate Members” – Each associate member of the Association (as defined in Article 1, Section 2 (C), shall pay annual dues as prescribed by the Board of Directors.
“Honorary Life Members” – No dues shall be charged to or for any “Honorary Life Member” except when such honorary life member has been duly designated as the sole representative who represents either a “Newspaper Member” or an “Affiliate Member,” or an ” Associate Member,” as defined in (Article II paragraph #1 and #2).
“Corporate Members” – Each corporate member of the Association (as defined in Article 1, Section 2E) shall pay annual dues as prescribed by the Board of Directors.
No meeting registration fee will be charged, except for meals and entertainment, for any “Honorary Life Member.”
Every dues paying individual member in good standing shall be entitled to one vote.
An “Honorary Life Member” shall be entitled to one vote.
A member may cast his/her vote only in person, and he/she may vote only at such meetings where he/she has been duly registered.
OFFICERS AND DIRECTORS
The officers of this Association shall consist of a President, an Executive Vice President, a First Vice President and a Secretary-Treasurer. An additional office of a Second Vice President can be added at the pleasure of the Board of Directors. In that case the duties would be assigned by the Board of Directors for each officer.
They shall constitute the Executive Committee which shall have all the powers of the Board of Directors between its regularly scheduled meetings. Any action taken by this committee is subject to ratification by the Board of Directors at its next meeting.
The officers of the Association are to be elected annually, and are to serve for a period of one year.
All of the officers of the Association shall serve without compensation.
Duties of the Officers:
The President shall direct the activities of the Association and shall be the chief executive officer of the Association. He/She shall preside at all membership meetings, and shall be chairman of the Board of Directors. He/She is expected to exercise all reasonable diligence in promoting the welfare and work of the Association. He/She shall see that notifications are issued for regular Annual and Summer Meetings. He/She shall see that an election is held at each Annual Meeting. He/She shall maintain a close contact with all other officers of the Association, and he/she shall advise each officer and director of pertinent facts regarding the plans, projects and happenings concerning the general welfare and aims of the Association. He/She shall diligently see that the duties to which he/she is assigned and to which other officers of the Association are assigned are promptly, properly and efficiently carried out.
The Executive Vice President shall be responsible for arranging the program for the Annual Meeting and he/she shall be program chairman for that meeting and shall have the responsibility of arranging the second meeting program and he/she shall be program chairperson for that meeting if there are no other officers that are assigned this duty. He/She shall preside at any membership meeting and at any meeting of the Board of Directors at which the President is absent. In the event that the office of the President should be vacated for any reason, the Executive Vice President is to automatically serve as President for the remainder of the unexpired term.
The First Vice President shall have the primary responsibility for the Chairmanship of the Tearsheet Contest and the presentation of the awards at the Annual Meeting and, in case of a second meeting held in a calendar year, have the responsibility of arranging the second meeting program and he/she shall be program chairman for that meeting. In the event that the office of the Executive Vice President should be vacated for any reason, the First Vice President is to automatically become Executive Vice President for the remainder of the unexpired term.
The Secretary-Treasurer shall work with the Executive Director and Executive Secretary and be responsible for the duties of the Executive Director or Executive Secretary in the event of his or her illness, death, resignation or disqualification. He/She shall help with registration for all meetings and other general duties of the Executive Director or Executive Secretary. In the event that the office of the First Vice President should be vacated for any reason, the Secretary-Treasurer is to automatically become the First Vice President for the remainder of the unexpired term. He/She shall be the promotion and PR chairperson for the annual meeting and the second meeting, should one be held.
The Executive Director shall be an individual or company contracted by the Board to keep the administrative records of the Board and to assist the Board with its membership, meetings, and other duties as defined in the contract. This individual or company holds no membership in the Association, and is not eligible to vote on matters concerning the Association unless the Executive Director is a paid member of the Association.
The Directors shall be a minimum of six in number, and with the minimum of four officers named in Section 1 of this Article, together with the Immediate Past President, shall comprise the Board of Directors, with a total membership of a minimum of eleven (11). A concerted effort should be made to strive to have the Board of Directors reflect the makeup of the membership of the organization and maintain a balance of representation from the different membership categories, geographical location of membership and gender of membership.
A majority of the Board of Directors shall constitute a quorum. Any meeting of the Board of Directors at which less than a quorum is present shall be adjourned.
In the event of a vacancy among any of the six elected directors for any reason, including the election to any one of the offices in the Association, such vacancy is to be filled by action of the President with the approval of the Board of Directors. Such vacancy must be filled not more than thirty (30) days following its occurrence and the member who shall be named by the Board of Directors to fill such vacancy shall complete the term for which the Director whose place is vacant was originally elected.
The Corporate Authority of this Association shall be vested in and exercised by its Board of Directors, who shall have full control and management of the affairs, purposes, plans, actions, and funds of the Association.
A nominating committee of three (3) to serve a term of one year shall be elected by the Board and announced by the Board at the Association’s Annual Meeting. This committee is to consist of the Immediate Past President as chairperson and any other two members of the Association (active Past Presidents if available to serve). The nominating committee shall select suitable candidates for officers and directors, and in selecting candidates the nominating committee shall endeavor to see, where feasible and possible, that the various size newspapers, the affiliate members and the major geographical areas have representation. The nominating committee is to solicit nominations from the membership at the summer meeting and a minimum of one other time, in writing, before selecting the final nominations. A copy of the Constitution and Bylaws will be sent or given to each nominee prior to their acceptance. The chairman of the nominating committee shall present the slate of candidates at the Annual Meeting. Other nominations may then be presented from the floor by any group of three or more members.
The President, The Executive Vice President, the First Vice President and the Secretary-Treasurer shall be elected for a period of one year.
Three Directors are to be elected each year, and each of the three is to serve for two years. No director, having served a full two-year term may be elected for an additional term unless a period of at least two years has elapsed between terms.
No candidate is to be presented by the nominating committee unless the candidate has given his/her consent to serve.
One meeting of the association each calendar year shall be held, herein known as the Annual Meeting.
Based on industry changes, business climate or industry needs, a second meeting may be added in the same year as directed by the Board of Directors. The Annual Meeting shall take place at the direction of the Board of Directors. The date for the Annual Meeting will be set by the Board of Directors and communicated to the membership either at the preceding Annual Meeting or as soon as possible thereafter.
Affiliate and Associate members may be excluded from any designated meeting.
The time and place of each meeting shall be given at least thirty (30) days in advance, and it shall be the duty of the Secretary to see that such notice is properly given.
Special meetings- The membership may be called in an emergency by a majority vote of the Board of Directors, and in such cases ten (10) days notice to the membership shall be required.
5. The yearly Annual Meeting may be cancelled by a majority vote of the Board of Directors in the event
of a government travel ban, national disasters or epidemic. Further, if the attendance of said meeting is such that having the meeting does not cover expense of the said meeting or that the location of the said meeting has to be changed due to unforeseen events and lastly if the agenda of the said meeting fails to be completed and ready for presentation, the Board of Directors, keeping in mind any financial penalties to be incurred by the cancellation, may cancel or reset/reschedule as required.
6. A special session of the membership, designated as a “General Membership Business Meeting” is to be held at the Annual Meeting. The President shall preside at this meeting, and he/she shall see that the meeting is devoted only to the business affairs of the association. The General Membership Business Meeting shall be kept separate and apart from all program sessions. Twenty (20) registered delegates in good standing as members of the association shall be needed to be present in order to declare a quorum. In case the required number of delegates is not present information can be disseminated but no votes can be taken and it will not be considered a General Membership Meeting.
7. Newly elected officers and directors shall begin their terms of office at the conclusion of each Annual
8. The Board of Directors shall meet up to three times yearly (as provided in Article IV, Section 4), and such meetings of the Board of Directors shall be held as follows; the two meetings may be held either at centrally located sites or by electronic communication. The first meeting is to be held within 45 days of the Induction of Officers Ceremony. The final meeting of the year shall be conducted in conjunction with the Annual Meeting.
Officers and Directors shall attend/participate in at least two (2) of the three (3) Board of Directors meetings each year. If more than one meeting is missed, that person shall be replaced. The President shall have the authority to excuse absences for extenuating circumstances at his/her discretion.
Registration fees for all members shall be collected by the Executive Director for all meetings. The board of Directors shall determine the exact amount for each forthcoming meeting, and the amount of such registration fee shall be made known to the membership at least thirty (30) days prior to the meeting. The Board of Directors shall take into account the general financial status of the Association and the probable necessary expense of the forthcoming meeting, after weighing these financial factors in a diligent and business-like manner, The Board of Directors shall determine a registration fee which is just and proper.
The Board of Directors may, if they so elect, issue an invitation to special guests for regular or special meetings of the Association and, at the Board’s discretion, may waive all registration fees. The Board of Directors is to furnish the Executive Director with the name or names of such guests in advance.
This Constitution and revision of the By-Laws were adopted by a majority of the membership at a General Membership Meeting, April 15, 2011. All procedures set forth in those By-Laws become effective on that date.
Upon the dissolution of the organization, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the organization, dispose of all assets of the organization exclusively for the purposes of the organization in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.
AMENDMENTS AND RULES OF ORDER
The Articles of Incorporation which for the Constitution and any of these By-Laws, may be amended or repealed in whole or in part by a two-thirds vote of the members present, qualified and voting at any meeting of the general membership provide written notice has been given at least thirty (30) days prior to the meeting. The rules of procedure contained in Roberts Rules of Order Revised shall govern this organization in all cases to which they are applicable and in which they are not inconsistent with the By-Laws.