ARTICLE I. Names and Offices
1. Name. The name of the Corporation is College Newspapers 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 Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas 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 Texas, 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 Texas Tech University, 102 Journalism Building, Lubbock, Texas, 79409-3081. 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 and Meetings Thereof
All the corporate powers, except such as otherwise provided for in these bylaws and in the laws of the State of Texas, shall be and are hereby vested in and shall be exercised by the individuals serving as an Executive Board.
2. Conduct of Meetings.
Meetings shall be conducted in accordance with Roberts Rules of Order unless otherwise stated in the bylaws.
(a) Membership in the Corporation shall be by university or college media organizations, associate groups, special honorary appointments, or the duly elected Executive Board 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 Executive Board.
(2) Associate Membership: The Executive Board 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. Associate membership dues and conference registration fees shall be determined periodically by the Executive Board.
(3) Honorary Membership: The Executive Board may appoint honorary memberships. Honorary members attend conventions, receive newsletters, and enjoy other membership privileges but shall not be able to vote. Honorary members shall not pay dues.
(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 theretofore accrued and unpaid.
(c) Upon written request signed by a former member and filed with the Secretary, the Executive Board may, by the affirmative vote of two-thirds of the members of the Executive Board, reinstate such former member to membership on such terms as the Executive Board may deem appropriate.
(d) Membership in this Corporation is not transferable or assignable.
4. Election of Executive Board. The affairs of the Corporation shall be managed by its Executive Board. Executive Board members need not be residents of the State of Texas. The officers of the corporation shall be ex officio members of the Executive Board. Nominations for the Executive Board may be made by member media organizations only. The Executive Board members shall be elected by a majority vote of member media organizations in good standing, attending the convention. There shall be nine (9) members elected to serve on the Executive Board. The officers of President, Vice President/Communications, and Vice President/Awards will be elected for a two-year term ending in odd-numbered years. The officers of Secretary/Treasurer and Vice President/ Membership will be elected for two-year terms ending in even-numbered years. Vice President/Convention Planning-Elect and Student Representative will be elected for one-year terms each year. All such elections shall be held at the annual convention, with terms officially commencing July 1, allowing for a transition period of two to three months following the election.
Members of the Executive Board may be reelected and may serve an unlimited number of successive terms. The members of the Executive Board shall be elected only after a reasonable public hearing is provided for interested persons of member newspapers 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 attending the convention. Any candidate for President must have completed a full term in another board position to be eligible to run for President.
5. Removal of Executive Board. Any member may be removed from the Executive Board with due cause by the affirmative vote of two-thirds (2/3) of all voting Executive Board members.
6. Vacancies. Any vacancy occurring at the time of the annual meeting shall be filled by election at that time. Any vacancy in the Executive Board during the year may be filled for the unexpired portion of the term by an appointment of the President after consulting with all Executive Board members. In the event the President cannot complete his/her term, the Past President shall serve as President for the unexpired term or until another Executive Board member is ratified by affirmative vote of the majority thereof.
7. Meetings of Members.
(a) The annual meeting shall be held in the spring before the annual convention is over and shall be held at the convention site.
(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 upon 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 thirty (30) days prior to the date of such meeting.
(c) All special meetings of the members shall be held upon call by a majority of the Executive Board 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 call 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 Executive Board.
(a) The Executive Board must have a meeting within ninety (90) days of the latest annual meeting. Regular meetings of the Executive Board 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 on the receipt of written request of any member of the Executive Board.
(c) Telephone conference calls qualify as a meeting.
ARTICLE IV. Officers
1. The Officers of the Corporation shall be the President, the Vice President/Communications, the Vice President/ Convention Planning, the Vice President/Convention Planning-Elect, the Vice President/Membership, the Secretary/Treasurer, the Vice President/Awards, the Student Representative and the Past President. All Executive Board members are officers and members of the 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 CMBAMs Policies and Procedures manual maintained by the Past President.
2. The President shall establish and guide the Board’s yearly goals and objectives. Pursuant to these objectives, the President shall appoint committee members, approve expenditures, sign checks, assign and ensure the completion of Executive Board duties, establish agendas, disseminate all information, handle correspondence, prepare the President’s Report, schedule annual audit, chair and schedule all meetings, write convention invitations to national representatives, and serve on liaison committees, i.e. CMA. In the event of a tie, the President shall cast the tie-breaking vote; this is in addition to the vote of his/her respective media organization.
3. The Vice President/Communications shall be responsible for the entire newsletter and website, including the solicitation of articles and/or newsletter committee members, selling of ads, production, duplication, and mailing. This person shall serve as CMBAM’s liaison with professional organizations.
4. The Vice President/Convention Planning shall organize, coordinate, and conclude all business related to CMBAM’s annual convention. Such responsibilities include, but are not limited to: establishing a convention center in the site location; drawing convention flow charts, including session times, topics, and moderators; arranging meals; inviting the host commercial media company; contacting the convention bureau and obtaining necessary and available services and materials; and reporting convention topics and/or agenda in the pre-convention newsletter.
5. The Vice President/Convention Planning-Elect shall assist the current officeholder in the convention year in which he/she is elected and shall be principally responsible for convention duties/facilities planning for the following year. This person automatically becomes Vice President/Convention Planning for the following year; the person elected to this position must, therefore, be prepared to serve on the Board for two years.
6. The Secretary/Treasurer, due to the position’s demands of time and professional expertise, should be filled by a person having had suitable professional experience in college newspapers. The Secretary/Treasurer’s responsibilities shall include: 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; billing and collecting from newsletter advertisers; handling convention financial planning; preparing membership certificates for new members; and maintaining and upgrading the newsletter mailing list. The Secretary/Treasurer shall also record the minutes of the Executive Board and other meetings, and send copies to all Executive Board members.
7. The Vice President/Membership shall implement programs to retain existing members and recruit new members; develop and furnish members with member-only benefits that the Executive Board may from time to time approve; develop public relations material for recruitment; recruit members for, plan activities of, and chair a committee of Regional Representatives who shall seek to attract new members; assist Regional Representatives or other members who wish to host a regional CMBAM conference; ensure that any newspaper which has not renewed its membership is personally contacted prior to the convention; report the status of membership renewals, new members, and any incentive, member benefits, or other recruitment programs which the Executive Board may have approved for implementation.
8. The Vice President/Awards shall be 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.
9. The Student Representative shall handle all student affairs activities of the organization.
10. The Past President. Upon completion of his/her term as President, the President will serve as Past President and, as such, as an advisor to the President and the Executive Board. The Past President shall be responsible for revising the CMBAM bylaws if any changes are made therein at the annual convention, and maintaining the history of the organization. In the absence or incapacity of the President, the Past President shall fill the role of 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 Executive Board may see fit, so far as may be consistent with these bylaws, to the extent authorized by the Executive Board; provided, however, that any agent so authorized shall not take any action without first providing full knowledge of his/her actions to all Executive Board members.
ARTICLE VI. 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 first subject to the approval of the Executive Board.
ARTICLE VII. Prohibition Against Sharing in Corporate Earnings
No Executive Board 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 Executive Board; 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 Executive Board 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 VIII. 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 IX. Indemnification
To the extent permitted by Texas Business Corporation Act, Article 2.02-1, as amended or as hereafter amended, and which is incorporated by reference as if set forth in full herein, the Executive Board shall authorize the Corporation to indemnify any present or former Executive Board 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 Executive Board member, officer, employee, or agent of the Corporation.
ARTICLE X. Amendments
Member newspapers in good standing attending the annual meeting 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 attending the annual meeting; 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 Executive Board 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 recommendation 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 March, 2014; Amended March, 2018.