College media Business & Advertising Managers

ARTICLE I. NAMES AND OFFICES

1. – Name. The name of the Corporation is College Media Business and Advertising Managers, doing business as College Media Business and Advertising Managers, hereafter known as CMBAM.

2. – Registered Office. The corporation shall have and continuously maintain in the State of Minnesota a registered office, and a registered agent whose office is identical with such registered office, as required by the Minnesota Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the corporation in the State of Minnesota, if any, and the address of the registered office may be changed from time to time by the Board of Directors. The current registered office of the Corporation shall be at 2221 University Ave. SE, STE 450 Minneapolis, MN 55414. The principal office shall be the business address of the current President. 

ARTICLE II. BOARD OF DIRECTORS

1. – Powers: All the corporate powers, except such as otherwise provided for in these bylaws and in the laws of the State of Minnesota, shall be and are hereby vested in and shall be exercised by the individuals serving as the CMBAM Board of Directors.

2. – Number and Composition: The CMBAM Board of Directors shall consist of no fewer than three (3) persons. Subject to the limitations described in the preceding sentence and the composition set forth below in Section 2 (2.1) and (2.2) below, the number of persons serving on the Board shall be such as may be designated from time to time by the Board. The Board shall consist of the following voting directors, subject to the requirements set forth below.

2.1 – Three (3) directors will be from CMBAM member organizations in good standing. These directors will make up the CMBAM Executive Board. A director may serve more than one term, but no more than three terms or ten years pursuant to Minnesota State Law. 

2. One (1) director shall be the President, who shall serve for a two-year term and become Past President, a non-voting ex-officio director, as set forth in  Section 2.3.1 below. 
3. One (1) director shall be the Vice President of Membership, who shall serve for a two-year term. 
4. One (1) director shall be Secretary/Treasurer, who shall serve for a two-year term. 

2.2 – As Above in Section 2: The number of persons serving on the Board shall be such as may be designated from time to time by the Board. Additional director positions, and their roles and responsibilities, will be outlined in the CMBAM Policies and Procedures Manual. These directors will be from CMBAM member organizations in good standing. A director may serve more than one term, but no more than three terms pursuant to Minnesota State Law.

2.3 – Ex-officio board members: The Board may include non-voting, ex-officio members whose services are essential to CMBAM’s operation and board support. These directors will be available for consultation and institutional experience and support. Ex-officio board members may be appointed by the President with the approval of the board to support the organization.

2.3.1 – Past President is an ex-officio member of the CMBAM Board of Directors. Upon the fulfillment of a presidential term, without reelection to a new and different office, the former president shall be appointed to the Past President position. The term shall be for two years and does not need to be from a CMBAM member organization in good standing.

3 – Election of CMBAM Board of Directors: The affairs of the Corporation shall be managed by its Board of Directors. Board of Directors members need not be residents of the State of Minnesota. The Board of Directors consists of the three (3) Officers as defined in Article II, Section 2 (2.1 & 2.2). Board members must be employed by, or work directly for, member organizations in good standing. Nominations for the Board of Directors may be made by member media organizations in good standing.

3.1 – Eligibility: All voting officers must, at the time of their election and for the duration of their term, be working for member media organizations in good standing. 

3.2 – Candidate Public Forum: The members of the Board of Directors shall be elected only after a reasonable public platform is provided for interested persons of member media organizations to apply for the positions or to express their views on who shall be elected pursuant to the foregoing provision.

3.3 – Plurality Vote: The CMBAM Board of Directors members shall be elected by a plurality vote of member media organizations in good standing, who participate in the election. Plurality vote being defined as the person with the most votes obtained in the election regardless of majority.

3.4 – Term Structure, Cycle and Limits: The term structure of the board will be divided into two election cycles. One cycle for two-year terms that end in odd-numbered years, and one cycle for two-year terms that end in even-numbered years. The election cycle schedule will be outlined in the CMBAM Policies and Procedures manual and updated as necessary by the current board. Members of the CMBAM Board of Directors may be reelected and may serve up to three (3) successive terms in a single position.

3.5 – Transition: All such elections shall be held according to the schedule and means determined by the elections committee, with terms officially commencing July 1, allowing for a transition period following the election of at least 30 days.

4. – Removal of CMBAM Board of Directors: Any Board member may be removed from the Board of Directors with due cause by the affirmative vote of two-thirds (2/3) of all current Board members.

5. – Vacancies: Any vacancy occurring at the time of the annual election shall be added to the ballot in a special election at that time. Any vacancy in the CMBAM Board of Directors during the year may be filled for the unexpired portion of the term by an appointment of the President after consulting with all Board members. In the event the President cannot complete their term or fulfill their duties, the Vice President Membership shall fulfill the duties of the office of President until a new President is confirmed by special election. 

ARTICLE III. PURPOSE

The principal purpose of the Corporation shall be to provide learning and career opportunities through its member communications, educational content, workshops and conventions. And for CMBAM to foster leadership development, strive for the highest standards in industry knowledge, and continue to be an advocate for its members.

ARTICLE IV. MEMBERS & MEETINGS

1. – Membership: Membership in the Corporation shall be by university or college media organizations, associate groups, or the duly elected CMBAM Board of Directors then in office; provided, however, that none of the above are violative of their duties as set forth in these bylaws or of the following respective proscriptions of membership:

1.2 – Media Membership: Media organizations may be members after paying annual dues if they are

(i) A student media organization officially recognized by and organized as an entity within a college or university, or

(ii) A student media organization managed by an independently incorporated non-profit corporation, or

(iii) A student media organization managed by a for-profit company which is officially recognized by a college or university. Membership dues and conference registration fees will be determined by the Board of Directors.

1.3 – Associate Membership: The CMBAM Board of Directors may, as it deems proper, accept associate membership of professional organizations, media representative firms, journalism schools, and media professionals and/or their respective companies. Associate members shall not have voting rights nor hold office in the Corporation.

1.4 – Membership dues and conference registration fees: Each category of membership shall be determined periodically by the Board of Directors.

(i) Any member may resign by filing a written resignation with the Secretary/Treasurer, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges previously accrued and unpaid.

(ii) Upon written request signed by a former member and filed with the Secretary/Treasurer, the CMBAM Board of Directors may, by the affirmative vote of two-thirds of the members of the Board of Directors, reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.

(iii) Membership in this Corporation is not transferable or assignable.

2. – Conduct of Meetings: Meetings shall be conducted in accordance with Robert’s Rules of Order as instituted by the President or presiding officer unless otherwise stated in the bylaws.

3. – Meetings of Members:

3.1 – The annual business meeting: Shall be held at least once every twelve months. The meeting may occur at the annual convention, but shall be called at any time by a majority of the board of directors.

3.2 – Notice of the time, place and purpose: Annual or special meetings shall be given or served, by mail, by telephone, or by email to each member who appears on the current membership roster as maintained by the Secretary/Treasurer of the Corporation. Notice of any annual or special meeting shall be given not less than five (5) business days prior to the date of such meeting.

3.3 – All special meetings: Shall be held upon written request of a majority of the CMBAM Board of Directors members or upon written request signed by the members holding not less than one-fourth (1/4) of the voting membership for the Corporation. At such special meetings, no other business shall be transacted except that mentioned in the written notice unless by unanimous consent of all members present.

3.4 – Member Quorum: At all meetings of the membership, there shall be present, in order to constitute a quorum for the transaction of business, members holding one-fourth (1/4) of the current membership of the Corporation.

4. – Meetings of CMBAM Board of Directors:

4.1 – Annual Meeting: The Board of Directors must have a meeting within ninety (90) days of their election and confirmation by the elections committee.

4.2 – Regular Meetings: Regular meetings of the Board of Directors shall be held at such time and place as the President may determine.

4.3 – Special meetings of the board: May be called by the President, and shall be called by the President upon receipt of a written request from at least two members of the Board of Directors. Telephone and digital conference calls qualify as a meeting.

ARTICLE V. OFFICERS

1. The Officers of the Corporation: shall be the President, Vice President of Membership, Secretary/Treasurer. The remaining Officers that comprise the CMBAM Board of Directors and their respective duties will be outlined in the CMBAM Policies and Procedures Manual. Any two [or more] offices may be held by one person in the event of an unexpected vacancy, with the exception that the offices of President and Secretary/Treasurer may not be held by the same person. 

 

ARTICLE VI. AGENTS AND REPRESENTATIVES

The President may appoint agents and representatives of the Corporation with such powers and to perform such acts or duties on behalf of the Corporation as the CMBAM Board of Directors may see fit, so far as may be consistent with these bylaws, to the extent authorized by the Board of Directors; provided, however, that any agent so authorized shall not take any action without first providing full knowledge of his/her actions to all Board of Directors members.

ARTICLE VII. STANDING COMMITTEES

The committee duties and responsibilities will be outlined in the Policies and Procedures Manual which the President shall maintain and update as necessary.

Executive Committee – President, Vice President Membership, Secretary/Treasurer

Audit Committee – appointed by President

Elections Committee – appointed by President

ARTICLE VIII. CONTRACTS

The President, except as in these bylaws otherwise provided, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, provided, however, that such authorizations are the first subject to the approval of the CMBAM Board of Directors.

ARTICLE IX. PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS

No CMBAM Board of Directors member, member media organization or any private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be defined by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary. The assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered, and paid over to non-profit corporations in keeping with the goals of the Corporation, provided, however, that such recipient(s) are of 501(c)(3) status.

ARTICLE X. EXEMPT ACTIVITIES

Notwithstanding any other provision of these bylaws, no member, officer, or representative of the Corporation shall take any actions or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1954 and its Regulations as they now exist or as they may hereafter be amended.

ARTICLE XI. INDEMNIFICATION

To the extent permitted by Minnesota Business Corporation Act, Article 302A.521, as amended or as hereafter amended, and which is incorporated by reference as if set forth in full herein, the CMBAM Board of Directors shall authorize the Corporation to indemnify any present or former Board of Directors member, officer, employee, or agent of the Corporation against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses actually incurred by the person in connection with a proceeding in which the person was, is, or is threatened to be, made a named defendant or respondent because the person is or was an Board of Directors member, officer, employee, or agent of the Corporation.

ARTICLE XII. AMENDMENTS

Members in good standing shall have the power to make, alter, amend, and repeal the bylaws of the Corporation at the time of the annual meeting by affirmative vote of two-thirds (2/3) majority of all current members; provided, however, that the action proposed is presented in writing to the President and Secretary/Treasurer at least twenty-four (24) hours prior to the annual meeting.

 

The Board of Directors by a two-thirds majority may also present to the general membership recommendations to make, alter, amend, and repeal the bylaws of the Corporation and present such recommendations to the membership electronically via email and listserv. The membership would then have thirty days (30) to vote on the proposed changes. The membership must approve changes by a two-thirds (2/3) majority of all current members for changes to pass.