BYLAWS

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 Executive Board. The current registered office of the Corporation shall be at Associated Collegiate Press, 2829 University Ave. SE, Suite 720 Minneapolis, MN 55414. The principal office shall be the business address of the current President.

ARTICLE II. Purpose

The principal purpose of the Corporation shall be to promote high professional standards and ethics among collegiate media organizations.

ARTICLE III. Members & Meetings Thereof

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. Conduct of Meetings: Meetings shall be conducted in accordance with Robert’s Rules of Order unless otherwise stated in the bylaws.

3. Membership: 

a. 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) 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.

(2) 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.

(3) Individual Student Membership: Student media members whose media organizations are not active members of CMBAM may attend conventions, participate in one individual student awards category of the CMBAM annual awards, have access to the listserv. Individual student members shall not have voting rights nor hold office in the Corporation.

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

b. Any member may resign by filing a written resignation with the Secretary, 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.

c. Upon written request signed by a former member and filed with the Secretary, 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.

d. Membership in this Corporation is not transferable or assignable.

4. 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 seven Officers as defined in Article IV. 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 a member media organizations.
The CMBAM Board of Directors members shall be elected by a majority vote of member media organizations in good standing.

The officers of Programming & Events Director and Member Recognition & Awards Director will be elected for two-year terms ending in odd-numbered years. The officers of Secretary/Treasurer and Communications Director will be elected for two-year terms ending in even-numbered years. President-Elect and Student Representative will be elected for one-year terms each year.

The President-Elect automatically becomes President in the following year, and serves a one-year term as President. All such elections shall be held online, with terms officially commencing July 1, allowing for a transition period of two months following the election.

Members of the CMBAM Board of Directors may be reelected and may serve an unlimited number of successive terms. 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.

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. Any candidate for President-elect must have completed a full term in another board position to be eligible.

5. 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 voting Board members.

6. 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 his/her term, the President-elect shall serve as President for the unexpired term or until another Board member is ratified by an affirmative vote of the majority thereof.

7. Meetings of Members:

(a) The annual meeting shall be held during the spring convention.

(b) Notice of the time, place and purpose or purposes of annual or special meetings shall be given or served, either personally or by mail or by telephone or by email upon each member who appears on the current membership list 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.

(c) All special meetings of the members 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.

(d) 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 membership of the Corporation.

8. Meetings of CMBAM Board of Directors:

(a) The Board of Directors must have a meeting within ninety (90) days of the latest annual meeting. Regular meetings of the Board of Directors shall be held at such time and place as the President may determine.

(b) Special meetings may be called by the President, and must be called by the President upon receipt of a written request from any member of the Board of Directors.

(c) Telephone conference calls qualify as a meeting.

ARTICLE IV. Officers

1. The Officers of the Corporation shall be the President, President-Elect, Secretary/Treasurer, Programming & Events Director, Member Recognition & Awards Director, Communications Director, and the Student Director. The seven Officers comprise the CMBAM Board of Directors. Any two [or more] offices may be held by one person in the event of an unexpected vacancy, with the exception that the offices President and Secretary/Treasurer may not be held by the same person. Specific position descriptions and responsibilities for each office are outlined in CMBAM’s Policies and Procedures manual maintained by the President.

The President:

  • Serves 1-year term after serving as President-elect
  • Sits on the Executive Committee

  • Preside at all functions (meetings & events)

  • President calls meetings to order

  • Preside at all CMBAM functions and meetings

  • The President will supervise, direct and promote the goals and objectives of the organization

  • Serve as primary ambassador and representative of CMBAM to outside organizations.

  • Sits on the ACP Board of Directors

  • Chairs the elections committee

  • In the event of a tie, the President shall cast the tie-breaking vote

The President-Elect:

  • The principal duties of the President-Elect shall be to learn the duties of the President; discharge the duties of the President in the event of her/his absence
  • Sits on the Executive Committee

  • Accept and discharge such special assignments as made by the President or the Executive Committee

  • Appoints the Audit Committee Chairs the elections committee.

  • 1-year term

  • Other duties as assigned by the President.

  • Candidates for President-Elect must have completed at least one previous term on the CMBAM board in any capacity within the last 5 years

The Secretary/Treasurer:

  • The principal duties of the Secretary/Treasurer shall be to systematically and safely keep such financial records, books, papers, legal documents, attendance records and documents pertaining to the business of the association as may be assigned by the Executive Committee.
  • Works with ACP to manage all funds pertaining to CMBAM; keep detailed financial records of approved budgets, annual budget proposals and year-end financial reports which shall be submitted to and reviewed by the Executive Committee; prepare an annual budget and submit it to the CMBAM Board of Directors for approval.

  • Works with ACP to coordinate billing member media organizations for dues; collecting member information sheets; developing yearly budgets and financial statements; filing appropriate tax forms; maintaining CMBAM’s permanent records; preparing and signing checks for payment of bills; handling convention financial planning; sends print and/or electronic membership invoices and membership certificates.

  • Sits on the Executive Committee

  • Keep an accurate record of the proceedings of all CMBAM meetings

  • Prepare and distribute meeting agendas and minutes

  • Records and distributes minutes of all board and membership meetings, within ten (10) days of all meetings, and once approved places a copy of the approved minutes in the organizational archive.

  • Chair of the Budget Committee

  • Other duties as assigned by the President.

  • Two-year term, elected in the odd/even year.

The Programming & Events Director:

  • Promote, organize and coordinate professional and technical development for members through workshops, events and informational programs. Attend and serve as principal coordinator of CMBAM and summer College Media Mega Workshop, including venue, dates, content, and logistics, subject to board approval.
  • Visits prospective CMBAM event sites with President.

  • Oversees all committees and volunteers involved in CMBAM event planning.

  • Develop and maintain programming related relationships with allied media organizations and with product vendors.

  • Two-year term

  • Other duties as assigned by the President.

The Member Recognition & Awards Director:

  • Responsible for supervising all contest and awards activities including writing and revising contest rules, recruiting contest judges, and coordinating the award presentations at the annual convention.
  • Recognize outstanding Members throughout the year.

  • Develop new ways to recognize and evolve CMBAM awards

  • Two-year term

  • Other duties as assigned by the President.

The Communications Director:

  • Creates and maintains any and all CMBAM websites and social media accounts.
  • Develops fresh, relevant content on all websites and social media accounts in conjunction with Student Representative.

  • Assists in the creation of press releases and other marketing initiatives.

  • Coordinates live tweeting and/or streaming of CMBAM events

  • Manages and maintains the CMBAM.org website (built on WordPress)

  • Two-year term

  • Other duties as assigned by the President.

The Student Director

  • Engage with students during and months leading up to convention via social media and monthly newsletter.

  • Plan, budget, promote, and find a sponsor for a student event.

  • Gather emails of student attendees upon registration to begin communication of CMBAM announcements.

  • Recruit students for CMBAM Student Advisory Board and effectively communicate/delegate roles to bring more value to student involvement.

  • 1-year term

  • Other duties as assigned by the President.

ARTICLE V. 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 VI. Standing Committees

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

  1. Executive Committee – President, President-Elect, Secretary/Treasurer
  2. Audit – Chaired by President-Elect
  3. Budget Committee – Chaired by Treasurer
  4. Elections – Chaired by President
  5. Programming – Chaired by Programming & Events
  6. Awards & Recognition – Chaired by Awards & Recognition Director
  7. Student – Chaired by Student Director
  8. Training – Chaired by Communications Director

ARTICLE VII. 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 VIII. 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 IX. 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 X. 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 XI. 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 members; provided, however, that the action proposed is presented in writing to the President or Secretary 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 electronically on the proposed changes. Membership must approve changes by a two-thirds (2/3) majority for changes to pass.

Bylaws adopted April, 1982; Amended April, 1983; Amended April, 1984; Amended April, 1985; Amended April, 1986; Organizational Bylaws of 1982 repealed April, 1988;  Operational Bylaws adopted April, 1988; Amended April, 1990; Amended April, 1993; Amended April, 1994; Amended April, 1995; Amended March, 1998; Amended April, 2000;  Amended March, 2001; Amended March, 2005; Amended March, 2007; Amended April, 2012; Amended March, 2014; Amended April, 2019.

 

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