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CNPA Bylaws

Adopted July 31, 2015

Article I

Name and Location

Section 1. Name

The name of this corporation shall be California News Publishers Association as provided in the Articles of Incorporation.

Section 2. Location

The principal executive office shall be instituted at the address designated by the Board of Directors. A change in the location of the principal executive office may be authorized by a majority vote of the Board of Directors.

Article II

Purposes and Limitations

Section 1. Purposes

These Bylaws are adopted to regulate the affairs of the corporation and to further its objects and purposes, among others, of promoting, improving and protecting the welfare of the newspaper business and the news media industry, which includes printing, publishing and distributing news, information and advertising on paper, the Internet and other forms of digital media; fostering the highest ideals, ethics and traditions of journalism, a free press and the newspaper profession; and, collecting and disseminating among its membership information and material relating to the best policies and practices for the general improvement of members’ businesses.

Section 2. Limitations

The corporation shall be nonpartisan, nonsectarian, and shall take no part in, nor lend its influence or facilities, either directly or indirectly, to the nomination, election, or appointment of any candidate to a public office and shall not unlawfully discriminate in its membership. The corporation shall observe and abide by all local, state, and federal laws which apply to nonprofit corporations as defined in Section 501(c)(6) of the Internal Revenue Code.

Article III

Construction and Definitions

Unless the context requires otherwise, the provisions of the California Corporations code shall govern the construction of these Bylaws. The masculine gender includes the feminine and neuter, the singular includes the plural, the plural number includes the singular, and the term “person” includes both the corporation and a natural person.

(Amended June 27, 2002, by the members.)

Article IV

Membership

Section 1. Definitions

a. “Newspaper.” The term “newspaper” as used throughout these Bylaws is defined as a publication that is published in print and that may be posted in a digital format and distributed periodically at daily, weekly, or other short intervals, not to exceed monthly, for the dissemination of news of a general or local character and of a general or local interest. The term “newspaper” does not include handbills, circulars, fliers, or the like, nor does the term include any publication that is issued to supply information only on certain subjects of interest to particular groups unless such publication otherwise qualifies as a newspaper within the meaning of this definition. For the purposes of this definition of “newspaper,” advertising is not considered to be news of a general or local character and of a general or local interest.

b. “Digital News Media.”  The term, “digital news media” as used in these Bylaws is defined as an organization that posts news and information of a general or local character and interest periodically at daily, weekly or other shorter intervals using digital media that may include the Internet, websites, mobile and tablet technology or other digital media methods.  For the purposes of this definition of “digital news media,” advertising and e-commerce are not considered to be news and information of a general or local character and interest.

c. In regard to these Bylaws and the dues requirements of members, a newspaper published four times or more per week is considered a daily; a newspaper published three times or fewer per week is considered a weekly.

Section 2. Classes of Membership

There shall be seven classes of membership:

a. Active. Active membership in this corporation shall be open to daily or weekly newspapers as defined in Section 1a of this Article IV, which have been established and continuously published in the State of California for one year. For purposes of these bylaws, a newspaper is published in California when the predominant focus of its news coverage is in California and it is circulated principally in California. Voting rights in this corporation shall be held only by Active members and shall be exercised as provided in Article V, Section 4. All other classes of membership shall have no voting privileges in the corporation.

b. Special Publication. Special Publication membership shall be granted to all publications and products produced by an Active Member that do not otherwise qualify for Active membership including regularly produced special publications (e.g. Visitors Guide), niche products, web sites, magazines and other uniquely described products that contain information intended to reach an audience.

c. Participating. Participating membership in this corporation shall be open only to newspapers as defined in the foregoing Section 1(a) of this Article IV that have been established and continuously published outside the State of California for one year.

d. Class. Class membership in this corporation may be voted by the Board of Directors to a newspaper that has been established and continuously published for one year in the State of California and that devotes itself to the interest or is published for the entertainment or instruction of a particular class, profession, trade, calling, or denomination, or for any number thereof, when the avowed purpose is to entertain or instruct such classes and that does not fall within a classification as a newspaper of general circulation.

e. Associate. Associate membership in this corporation may be voted by the Board of Directors to persons who have demonstrated to the satisfaction of the Board, through their service to the newspaper industry, that they are entitled to such membership.

f. Allied. Allied membership in this corporation may be voted by the Board of Directors to representatives of the allied trades who have demonstrated to the satisfaction of the Board, through their services to the newspaper industry, that they are entitled to such membership.

g. Student. Membership may be granted in this corporation to any high-school, college or university student newspapers or other campus newspapers published by full-time unpaid students, provided that such newspapers have been established and continuously published in the State of California for one academic year.

h. Digital News Media.  The Board of Directors may vote to approve for membership in this corporation as a Digital News Media member a digital news media organization that has been established and has continuously posted and distributed original content on the Internet or other digital media for a minimum of two years in the State of California and has demonstrated to the satisfaction of the Board that it adheres to generally accepted standards of journalism and meets or exceeds other standards and evaluative criteria as may be established by the Board.

(Amended July 31, 2015, by the members.)

Section 3. Application for Membership

Membership in this corporation in any of the classes specified in Article IV, Section 2 of these Bylaws shall become effective on receipt of a completed application on the form provided by the corporation, subject to the approval of the Board of Directors at its next meeting. Applications for Active, Participating, Class and Student membership shall be accompanied by four consecutive recent issues of the newspaper. Applications for Digital News Media membership shall be accompanied by documentation of the approved domain name registration and directions, including access if needed, to the applicant’s website and other digital news media applications. Special Publications produced by an Active Member shall become members of this Association without a separate application process and pursuant to guidelines established by the Board of Directors. From the effective date of membership, an applicant shall be eligible to receive all member benefits and services appropriate to the class membership applied for with the exception of BNC eligibility.

Notice of such application must be published to the membership not less than fourteen (14) days prior to voting on the same. Any Active member of the corporation may submit its objection to such application, and is entitled to appear at any Executive Committee meeting or Board of Directors meeting at which such application is considered and present its objections to such application, and the reasons for such objections.

On approval of an application by the Board of Directors, the new member shall promptly pay the annual dues applicable to such member prorated on the basis of a year of 365 days from the effective date of membership to the last day of the corporation’s fiscal year.

(Amended July 31, 2015, by the members.)

Section 4. Membership Status

Active membership, Participating membership, and Class membership shall be vested in the newspaper and not in the owner or management thereof. Digital News Media membership shall be vested in the online website or the organization’s other digital news media applications and not in the owner or management thereof.

Final decision on all types of membership, after all other requirements are met, shall rest with the Board of Directors of the corporation, which shall judge, in its sole discretion, whether the applicant meets standards generally recognized by the Board of Directors as representative of such membership in the corporation.

(Amended July 31, 2015, by the members.)

Section 5. Membership Dues

a. Establishment of Dues. Membership dues of the corporation shall be in such amount as the Board of Directors may determine. For the purpose of establishing dues, the Board of Directors may establish different rates for different classes of members. The determination of the Board of Directors as to the classification of each member pursuant to Article IV of these Bylaws and dues and assessments payable by members shall be final and conclusive.

b. Dues Assessments. Weekly newspapers under common ownership may create regionally operating groups for the purpose of combining revenues upon which dues shall be based. Dues shall be individually assessed to each daily newspaper.

c. Delinquency. Dues for all classes of membership are payable in advance. Dues of Active and Class members are payable quarterly; dues of all other classes are payable annually. Dues are delinquent when not paid within ninety (90) days of the due date. The Board of Directors is authorized to adopt a procedure that allows for the collection of dues that are delinquent. A notice that a member’s dues are past due shall be mailed to the delinquent member with the member’s next quarterly billing statement accompanied by information as to the member’s potential expulsion if the dues are not paid in full.

d. Delinquency of a Group Member. Any suspension of services and benefits, reinstatement or revocation of membership of a member of a group established pursuant to Section 5, paragraph b. of Article IV shall apply to any and all of the other members of the group in the same manner at the same time.

e. Assessments. Assessments may be authorized by a two-thirds majority vote of the Active members present and entitled to vote at the annual business meeting, or at any special meeting of the corporation, or by a two thirds majority vote of the Board of Directors at any regular or special meeting, provided written notice of the intention to authorize such assessment is contained in the call for such special meeting. No Active member shall be required to pay assessments in any one calendar year in excess of twenty-five percent (25%) of the dues assessed against the Active member in that period.

f. Notice. Notice of any action taken by the Active members or by the Board of Directors with respect to changes in dues or assessments under this section shall be sent to the Active members promptly by mail and shall not become effective until thirty (30) days after such mailing. Any Active member who submits his written resignation from the corporation prior to the effective date of such action shall not be bound thereby.

(Amended July 31, 2015, by the members.)

Section 6. Suspension of Membership

The Board of Directors shall have the power by a majority vote of the whole Board to suspend a member when such member has failed to pay dues, assessments or charges that such member may owe to the Association, provided always that the ten (10) days notice in writing of the time and place of hearing of any such complaint be first served personally or by mail upon the delinquent member, and such member shall be given an opportunity to be heard in his or her own behalf.

Upon the suspension of a member, the member, if an Active member, shall not have the right to vote and the designated representative of such Active member shall not, during the period of such suspension, be entitled to be elected to or be appointed to or continue to hold any office or position in this corporation unless otherwise directed by resolution of a majority vote of the whole Board of Directors.

During any period of suspension of a member, the bulletin service and all other service by the Association to or for such member shall be discontinued and the suspension may be reported to the members of the Association in any bulletin issued thereafter. Such suspension may be reversed only by the affirmative vote of a majority of the whole Board of Directors.

Any member so suspended at the expiration of the period of the suspension or upon the repeal of the suspension as above provided shall again become entitled to all the rights and privileges of such member upon paying any dues, assessments and charges then due and unpaid.

Section 7. Expulsion of Members

The Board of Directors at any regular or special meeting, may, by majority vote, expel or terminate the membership of any member for any or all of the following reasons:

a. Failure to maintain the standards and conditions of eligibility for which admission to its class of membership is required by these Bylaws;

b. Conduct of a member which endangers the welfare or interests of the corporation; or,

c. Any conduct in violation of these Bylaws or rules and regulations of the corporation;

The Board of Directors shall entertain a motion to expel only upon its own motion or upon the presentation in writing signed by five (5) Active members of a request to expel the affected member, and such presentation by the five (5) Active members shall be filed with the secretary of the Association at least two weeks prior to the meeting of the Board. In the event the Board decides to act on its own motion, or upon the written presentation of five (5) Active members, notice of the intention to consider the matter at a regular or special meeting of the Board of Directors shall be given to the affected member together with a copy of any presentation of Active members and together also with a notice of the time and place of the meeting of the Board at which the same will be considered at least one (1) week prior to the meeting of the Board. The affected member or any other Active member shall be entitled to attend and be heard and to present the reasons why such member should not be expelled.

Whenever a member is presented for expulsion in the manner hereinabove provided and a majority of all the members of the Board adopt a resolution expelling or terminating such membership, the name of such member shall be expunged from the rolls of the Association and such member shall forfeit all its rights and privileges of membership.

A member that has been expelled shall be eligible for readmission only upon the terms and conditions applicable to new members.

Any action of the Board of Directors taken as above provided shall be final and conclusive.

(Amended June 27, 2002, by the members.)

Section 8. Resignation of Membership

Any member of this corporation may resign by giving notice in writing to the corporation, and thereupon such resignation, without the necessity of any acceptance, shall become effective forthwith unless otherwise specified therein; provided, however, that no such resignation shall affect the obligation of the resigning member for payment of all arrears for dues and assessment to which such member has become liable. In the event that any member shall resign from membership in this corporation, shall be expelled from membership herein, or the membership shall be duly terminated, all interest of such member in this corporation or in any of its property shall forthwith cease and terminate. The Board of Directors shall likewise have power to impose any penalties or other condition to the re-admission of any such former member to membership in the corporation.

(Amended February 13, 1992, by the Board of Directors.)

Article V

Membership Meetings

Section 1. Annual Meeting

There shall be a regular annual meeting of this corporation for the transaction of general business and the elections of officers and directors on the third Thursday of April of each year, beginning at ten o’clock a.m. at the office of the corporation, provided, however, that should said meeting day fall on a legal holiday, said meeting of the membership shall be held on the next day thereafter which is not a legal holiday, at the same hour and place. A different time and place for such annual meeting may be designated by the Board of Directors, such time and place to be designated in the notice of meeting specified below.

Notice of the annual meeting of members and election of directors and officers shall be given by mailing notice thereof stating the time and place of the meeting and the nature of the business to be transacted there at least thirty (30) days before the meeting date, addressed to each of the Active members of the corporation as the same most recently appears on the Books of the corporation. No other or further notice shall be required.

Section 2. Special Meetings

Special meetings of the members may be called as follows:

a. The President, a majority of the Board of Directors, or a majority of the Executive Committee may call a special membership meeting of the corporation by giving written notice thereof to all Active members at least ten (10) days prior to the date for such special meeting.

b. The President shall call a special meeting of the corporation upon written petition to him by not less than five percent (5%) of the Active members. Notice of such special meetings shall be in the same manner as specified in Subsection a above.

c. The time and place of any special meeting of the members shall be designated in the notice of meeting.

Section 3. Notice of Special Meetings

It shall be the duty of the Secretary-Treasurer, upon demand of the President or a majority of the Executive Committee, or upon call of the President pursuant to a written petition of not less than five percent (5%) of the Active members of the corporation, to cause to be prepared and sent notices of any special meeting to each member of the corporation in accordance with Section 2 of this Article V.

Section 4. Voting Power of Members

a. Only the designated representatives of Active members in good standing shall have the right to vote in membership meetings. No proxies shall be allowed. The designated representative of each Active member shall be that person who is named in a written notice filed with the Secretary-Treasurer of the corporation and placed in the official roll of Active Members.

b. Each Active member of the corporation shall be represented by the individual person designated by such Active member as its designated representative. All designated representatives shall be identified on the membership rolls as being the official representative of the Active member for purposes of voting and holding office.

c. Each Active member of the corporation shall have only one vote in the transaction of the business of the corporation and the election at the annual or other meetings of members. If two or more Active memberships in the corporation are held by the same person by reason of such person’s ownership of two or more newspapers, one vote shall be allowed for each Active membership. The designated representative of an Active member of the corporation may vote in person at the membership meeting. In addition to in-person voting at a membership meeting, the Board of Directors is authorized to adopt a procedure that allows remote voting by designated representatives of Active members, so long as the procedure adopted complies with state and federal law.

Section 5. Majority Vote

Unless a greater proportion is required by the Articles of Incorporation of this corporation, these Bylaws, or applicable law, the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum has been declared (and which affirmative votes also constitute a majority of the required quorum) or by printed or electronic ballot in conformance with applicable law, shall be the act of the members of the corporation. In addition to in-person voting at an annual or special meeting, the Board of Directors is authorized to adopt a procedure that allows remote voting by designated representatives of Active members, so long as the procedure adopted complies with state and federal law.

Section 6. Executive Sessions

A majority of Active members in attendance at the meeting may declare that meeting or a portion of the meeting of the corporation to be executive sessions which only designated representatives of the Active members in good standing may attend.

Section 7. Quorum at Meetings

At all meetings of the membership ten percent (10%) of the designated representatives of the Active members shall constitute a quorum for the transaction of business, notice of the general nature of which was given to the membership in the notice of the meeting. If notice of the general nature of the business to be voted upon was not given to the membership, any action taken by the membership shall not be valid unless one third (1/3) of the designated representatives of Active members are present at the meeting.

(Amended June 27, 2002, by the members.)

Article VI

Board of Directors

Section 1. Powers and Duties

The powers of this corporation shall be exercised, its property controlled, and its affairs conducted under the supervision of a Board of Directors consisting of thirty-five (35) members. at least Seventeen (17) but no more than Twenty-five (25) directors, the exact number to be determined by resolution of the Board from time to time. Four Three of the directors shall be the current officers of the corporation selected as provided in Article IX of these Bylaws. The Immediate Past-President shall serve as an ex-officio voting member on the board. The remaining thirty (30) directors shall be elected as set forth in this Article VI of these Bylaws.

(Amended April 28, 2016, by the Board of Directors.)

The powers and duties of the Board of Directors are to:

a. Appoint and remove at pleasure all officers and employees of the corporation (other than the President, President-Elect, Vice-President, and Secretary-Treasurer), prescribe such duties for them as may not be inconsistent with law and these Bylaws, fix their compensation (except in the case of officers, directors and members of the Executive Committee, who shall serve in that capacity without compensation), and require from them, in such cases as the Board may deem appropriate, security for faithful service;

b. Conduct, manage and control the affairs and the business of the corporation and make such policies and regulations therefore not inconsistent with law and these Bylaws as they may deem best;

c. Approve and admit to membership persons, firms, associations or corporations qualified to be members under the provisions of the Articles of Incorporation of this corporation and these Bylaws;

d. Levy and assess and collect, and provide for the collection of, dues or assessments in accordance with the provisions of Article IV, Section 5, of these Bylaws;

e. Borrow money and incur indebtedness for the purpose of the corporation and cause to be executed and delivered therefore, in the corporate name, promissory notes and other evidence of debt;

f. Delegate such of its powers and duties (including any of the powers and duties enumerated in this Article VI) as the Board may elect, to the Executive Committee described in Article VIII, subject, however, to the provisions of Article VIII and of Section 2 of this Article VI; and

g. Transact all of the affairs of this corporation.

Section 2. Accountability of Executive Committee to the Board of Directors

a. The agenda for each Board of Directors meeting shall contain a brief general description of each issue discussed, deliberated or acted upon by the Executive Committee at meetings convened by the Executive Committee between meetings of the Board of Directors. The Board shall deliberate on all issues presented and in the case of actions taken by the Executive Committee shall ratify, rescind or reverse actions as it deems appropriate and subject to the limitations set forth in subsection b.

b. In the event of any conflicting exercise of powers between the Executive Committee and the Board of Directors, the decision of the Board of Directors on such matters shall control and be final. The Executive Committee is responsible to the Board of Directors in the exercise of powers delegated to it by the Board or by these Bylaws, and the Board of Directors may rescind or reverse any decision of the Executive Committee, provided, however, that any such rescission or reversal by the Board of Directors shall not be retroactive or affect executed matters or transactions which have been done by the Executive Committee itself, or by any officer or employee acting under its orders in reliance upon and pursuant to authority delegated to it by these Bylaws or by the Board of Directors.

(Amended February 13, 1992, by the Board of Directors.)

Section 3. Qualifications and Number

Designated representatives of Active members having the qualifications set forth in Article X of these Bylaws may serve as directors of this corporation. Of the thirty (30) number of directors elected by the members who are neither officers nor the Immediate Past-President, fifteen (15) half shall at all times be designated representatives of daily newspaper Active members and fifteen (15) half shall at all times be designated representatives of weekly newspaper Active members.

(Amended April 28, 2016, by the Board of Directors.)

Section 4. Nomination of Directors

a. Nominating Committee. Nominees for officers and directors to be elected by the members shall be selected by a five-person Nominating Committee, composed of the Immediate Past-President, the President-Elect, and three (3) designated representatives of Active members appointed by the President, one of whom shall be the designated representative of a daily newspaper Active member and another of whom shall be the designated representative of a weekly newspaper Active member. The President shall appoint the members of the Nominating Committee at least 180 days prior to the annual meeting of the members, and written notice of the appointments shall be given to all Active members promptly thereafter, and in any event not less than 120 days prior to the annual meeting. The Immediate Past-President shall be chairperson of the Nominating Committee. The report of the Nominating Committee shall be submitted to the President, who shall cause it to be provided in writing to all Active members not less than sixty days prior to the annual meeting.

b. Nominating Criteria. The Nominating Committee shall make all reasonable efforts to ensure that the slate of nominees is representative of all major types of Active members, including newspaper groups, family-owned newspapers, as appropriate, newspapers from a variety of geographical areas within California, and newspapers having a variety of circulations. The Nominating Committee shall also make all reasonable efforts to include as nominees designated representatives who are women and/or members of racial or ethnic minority groups.

c. Alternative Nominations Process. Active members representing at least two percent of the total number of Active members may nominate candidates for directorships at any time on or prior to the fifteenth day prior to the annual meeting of the members. On timely receipt of a petition signed by the required number of Active members, provided that the nominees named therein are qualified to serve as directors of this corporation, the President shall cause the names of such nominees to be added to the report of the Nominating Committee and provide the amended report to all Active members no less than seven (7) days prior to the annual meeting of the members.

Section 5. Election of Directors

At each annual meeting, the members shall elect ten (10) a number of directors to replace all directors whose term of office has expired, with five with half of such directors being designated representatives of daily newspaper Active members, and five (5) half of such directors being designated representatives of weekly newspaper Active members. In addition, if any director, whether then in office or elected at such annual meeting as a director, shall be elected at such annual meeting to serve as an officer of the corporation, the president shall designate, if necessary to maintain the daily-weekly balance required by Sec. 1 and subject to ratification by the Board of Directors, a person to serve as director in his or her place during such director’s term as an officer. The replacement director shall be a designated representative of the same type of Active member as the director elected to serve as an officer.

Section 6. Term of Directors and Officers

Except as provided in Sections 5 and 7 of this Article VI, each director elected by the members who is neither an officer nor the Immediate Past-President shall serve for three years from the time of his or her election and until his or her successor has been elected. Each officer elected pursuant to Section 1 of Article IX of these Bylaws shall serve for one year in his or her office from the time of his or her election as an officer and until his or her successor has been elected. Each non-officer member of the Executive Committee shall serve for a one year term from the time of his or her appointment until his or her successor has been elected.

(Amended June 27, 2002, by the members.)

(Amended April 28, 2016, by the Board of Directors.)

Section 7. Vacancies

Whenever any vacancy occurs in the office of director, such vacancy shall be filled by an appointee selected by the President and with the approval of a majority of the remaining directors present at any regular or special meeting of directors, and the person so appointed shall hold office for the remaining unexpired term of the director whose vacancy he or she was appointed to fill and until his or her successor is elected.

A vacancy on the Board of Directors shall be deemed to have occurred whenever a director:

a. Resigns, which he may do either by presenting his written or oral resignation to the Board at any regular or special meeting thereof; or

b. Dies; or

c. By judgment of a court of competent jurisdiction is declared incompetent; or

d. Whenever any vacancy is created in accordance with any laws of the State of California; or

e. Whenever he ceases or fails to have the qualifications for the director as specified in Article XI of these Bylaws.

(Amended June 27, 2002, by the members.)

Article VII

Board of Directors Meetings

Section 1. Regular Meetings

Meetings of the Board of Directors shall be held either at the office of the corporation or at any other place which may be designated in the notice of meeting. A regular meeting of the Board of Directors shall be held immediately following the adjournment of the annual meeting of the members without other or further notice than this bylaw. Directors or members of any committee of directors may participate in and act at any meeting through the use of a conference telephone or other communication equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.

The Board of Directors shall have not less than three (3) regular meetings each year. The time and place of regular meetings shall be fixed by the Board of Directors or in the absence of such action by the Board of Directors, then by the president. Notice of regular meetings of the directors (other than the meeting held immediately following adjournment of the annual meeting of members) shall be given at least seven (7) full calendar days prior to the date of meeting to all directors; and notice of such regular meeting shall also be given to all Active members who shall have the right to be present at such regular meetings and unless otherwise ordered or directed by the Board may participate in the discussion of the Board.

Section 2. Special Meetings

Special meetings of the Board of Directors may be called at any time by order of the President, President-elect, or Vice-President of the corporation, or four (4) directors. Notice of a special meeting of the Board of Directors shall state the nature of the business to be transacted and be given each director by mailing notice thereof at least four (4) full calendar days prior to the date of meeting, or by transmitting notice thereof of at least two (2) full calendar days prior to the date of meeting, addressed to each director at his place of business or residence as the same appears on the books of the corporation, or in case no business or residence address of such director appears on the books of the corporation, then directed to any address appearing on such books for such director.

Anything which may be done at a regular meeting of the Board of Directors may be done at a special meeting or an adjourned meeting of the Board, provided that it has been included in the notice of special meeting as one of the items of business to be transacted thereat.

Notice that a special meeting has occurred and a description of the substance of the business transacted there shall be published to the membership in a CNPA publication within 14 days following the special meeting.

Section 3. Waiver of Notice

Notice of any meeting of the Board of Directors may be waived, provided that all Directors waive requirement of notice in writing.

Section 4. Executive Session

The Board of Directors, by majority vote of those Directors in attendance at the meeting, may declare that meeting or a portion of the meeting an executive session to which only designated representatives of the Active members in good standing may attend.

Section 5. Quorum

Except as otherwise provided in these Bylaws, eighteen (18) directors shall constitute a quorum at the directors’ meetings. In case of vacancies on the Board, the quorum shall be established by attendance of fifty percent of the remaining directors, plus one

Section 6. Majority Vote

Unless otherwise provided in these Bylaws, at any meeting of the Board of Directors where a quorum has been declared, every act or decision done or made by a majority vote shall be regarded as the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn until the time fixed for the following regular meeting of the Board.

(Amended June 27, 2002, by the members.)

Section 7. Action Without Meeting

The Board may act without satisfying notice or meeting requirements, provided all Directors agree in writing or electronic mail to act without satisfying notice or meeting requirements. If all Directors so agree, then a majority vote of the Directors shall be regarded as an act of the Board of Directors.

Article VIII

Executive Committee

Section 1. Number and Appointment

There shall be an Executive Committee of nine (9) persons. The committee shall consist of the following: President, President-Elect, Vice-President, Secretary-Treasurer, Immediate Past-President, and four other members of the Board of Directors appointed by the President subject to confirmation by the Board of Directors, two of whom shall be the designated representative of Active member newspapers in the daily field and two of whom shall be the designated representative of Active member newspapers in the weekly field. Members of the Executive Committee shall have the qualifications and meet the conditions of eligibility prescribed in Article X of these Bylaws.

Section 2. Powers and Duties

The Executive Committee may, during the intervals between the meetings of the Board of Directors and as necessary to conduct the business of the corporation, exercise all of the powers of the Board of Directors in the management of the business and affairs of the corporation.

In addition to the foregoing general powers, the Executive Committee shall, until otherwise directed by a resolution adopted by a majority of the members of the Board of Directors, be primarily responsible to exercise the following powers and duties:

a. Direct and supervise an annual audit of accounts of the corporation at the end of each fiscal year by a certified public accountant. The fiscal year for such purpose is April 1 through March 31

b. Evaluate the performance and compensation of the Executive Director annually at the first meeting of the new calendar year and submit recommendations to the Board of Directors at the annual meeting; subsequently meet with the Executive Director to review his/her performance and any changes approved by the Board of Directors.

Section 3. Meetings

a. Regular Meetings. The Executive Committee shall have not less than three (3) regular meetings each year. The time and place of regular meetings of the Executive Committee shall be scheduled to coincide with meetings of the Board of Directors.

b. Special Meetings. Special meetings of the Executive Committee may be called by the President, and must be called by the President upon written application to him by a majority of the committee.

c. Access to Meetings. Members of the Board of Directors shall have the right to attend meetings of the Executive Committee.

d. Notice and Reporting Out. Written notice by electronic mail of regular and special meetings of the Executive Committee shall be transmitted to each committee member and the Board of Directors at least twenty-four (24) hours before the meeting. The notice shall state the business proposed to be transacted at the meeting. The Executive Committee may consider matters not included on the meeting notice upon a two thirds vote of the members. Minutes of each meeting shall be created and considered as soon as practicable for adoption by both the Executive Committee and Board of Directors at subsequent meetings.

Section 4. Vacancies and Resignations

Any of the reasons described in Section 7 of Article VI as causing a vacancy on the Board of Directors shall also be deemed to cause a vacancy on the Executive Committee. A member of the Executive Committee may resign from the committee in the same manner as provided in Section 7(a) of Article VI relating to resignation of directors.

(Amended June 27, 2002, by the members.)

Article IX

Officers

Section 1. Number and Election

From members of the Board of Directors who previously have served a minimum of one year as a member thereof, the members, at their annual meeting, shall elect the following officers: President, President-Elect, Vice-President, and Vice-President/Secretary-Treasurer all of who whom shall hold office for a period of one year or until their successors are elected, whichever is later.

Either the President or the President-Elect shall be the designated representative of a daily newspaper Active member, and the other shall be the designated representative of a weekly newspaper Active member.

(Amended April 28, 2016, by the Board of Directors.)

Section 2. Subordinate Officers

The Board of Directors may, from time to time, appoint such subordinate officers or agents as the business of the corporation may require and fix their tenure of office. Such officers, appointed under this subsection, shall hold office at the pleasure of the Board of Directors, and need not be members of the Board of Directors.

Section 3. Compensation

The President, President-Elect, Vice President, Secretary-Treasurer, Immediate Past-President, directors, and members of the Executive Committee of the corporation shall serve in that capacity without compensation.

(Amended February 13, 1992, by the Board of Directors.)

Section 4. Duties of Officers

The duties of the officers shall be as their titles indicate including what follows, together with such other duties as may be assigned to them by the Board of Directors.

a. Powers and Duties of the President.

The powers and the duties of the President are to:

1) Preside at all meetings of the Board of Directors, the Executive Committee and of the members;

2) Create and appoint such committees as he may determine from time to time;

3) Call Special meetings of the members of the Executive Committee and of the Board of Directors at such time as he may deem proper;

4) Sign as President of the corporation, all deeds, conveyances, mortgages, leases, promissory notes, contracts, obligations, certificates (including certificates of membership) and such other papers and instruments in writing as may require signature, unless the Board of Directors or Executive Committee shall otherwise direct, and to perform such other powers and duties as the Board of Directors may prescribe from time to time.

5) Serve as Chairman of the Executive Committee and ex-officio member of all committees; and

6) Appoint the Nominating Committee as provided in Section 4 of Article VI of these bylaws.

b. Duties of the President-Elect. In the absence or disability of the President, the President-Elect shall perform all of the duties of the President. When so acting, the President-Elect shall have all of the powers of and be subject to all of the restriction on the President. The President-Elect shall have such other powers as the Board of Directors may prescribe from time to time.

c. Duties of the Vice President. In the absence or disability of both the President and President-Elect, the Vice President shall have the same powers as the President-Elect. The Vice President shall have such other powers as the Board of Directors may prescribe from time to time.

d. Duties of the Vice President/Secretary-Treasurer. In the absence or disability of both the President and President-Elect, the Vice President/Secretary-Treasurer shall have the same powers as the President-Elect.

The Vice President/Secretary-Treasurer shall:

1) Keep or cause to be kept at the principal office of the corporation or other such place as the Board of Directors may order, a book of minutes of all meetings of the Directors and of the Executive Committee, with the time and place of holding, whether annual, regular or special, and if special, how authorized, the notice given and the names of those present at the Director’s meetings and the proceedings thereof;

2) Give or cause to be given notice of all meetings of the Board of Directors required by these Bylaws or by law to be given and shall keep the seal of the corporation in safe custody;

3) Keep and maintain or cause to be kept and maintained adequate and correct books of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains and losses, which shall at all times be open to inspection by any Director on reasonable notice; and,

4) Shall submit or cause to be submitted, monthly and annual financial statements of receipts and expenditures of the corporation to the Board of Directors.

The Vice President/Secretary-Treasurer may delegate any of his or her duties to the Executive Director and shall have such other powers and duties as the Board of Directors may prescribe from time to time.

(Amended April 28, 2016, by the Board of Directors.)

Section 5. Vacancies

a. Office of President, or President-Elect or Vice President. A vacancy occurring in the office of President, or President-Elect or the Vice-President before the expiration of the term thereof shall be filled by action of the Board of Directors by the Board’s appointment of a member of the Executive Committee or of the Board of Directors.

b. Office of the Vice President/Secretary-Treasurer. In the event of a vacancy in the office of the Vice President/Secretary-Treasurer, the President shall have the authority to fill such vacancy by appointment until there shall be a meeting of the Board of Directors, at which time a successor Vice President/Secretary-Treasurer shall be elected by a majority of those present and entitled to vote at such meeting of the Board of Directors.

c. Balanced Representation. In the event that the person whose office has been vacated was the designated representative of a daily Active member, his successor shall be appointed from the designated representatives of the daily Active members of the corporation, and in the event such person was designated representative of a weekly Active member, his successor shall be appointed from the designated representatives of the weekly Active members of the corporation.

(Amended April 28, 2016, by the Board of Directors.)

Section 6. Executive Director

The Board of Directors shall select and employ an Executive Director and determine his or her compensation. The Executive Director shall serve as ex-officio secretary to the Board and shall designate the corporate secretary. The Executive Director shall be bonded and shall be charged with the general management and supervision of the business and financial affairs and office of the corporation.

The Executive Director shall prepare an annual budget for adoption by the Executive Committee and the Board of Directors and be responsible for achievement of the overall budget. The Executive Director is authorized to commit the corporation to indebtedness for expenses related directly to the budget for a period not to exceed ninety (90) days. Should such indebtedness require an extension beyond said ninety (90) days, said extension shall be submitted to the Executive Committee for approval.

Article X

Qualifications and Eligibility

Qualifications and conditions of eligibility of Directors, Officers and Members of the Executive Committee are as follows:

a. No person shall be eligible to serve as a director or officer of this corporation if:

He holds a state level elected or appointed office for which he receives a salary; or

He serves on the staff of a state level elected or appointed official for which he receives compensation.

b. A director who holds a local elective or appointed public office or who serves on the staff of a local elected or appointed official shall disclose to the board any conflict of interest arising from the office or position and recuse himself from board discussions and actions as appropriate.

c. Each officer and director to be elected at the annual meeting must be a designated representative of an Active member.

d. Unless a person shall have served at least one year as a member of the Board of Directors or as an officer of the corporation; he shall not be eligible for election or appointment to the Executive Committee.

e. The President shall be ineligible to succeed himself in office.

f. Members of the Executive Committee who are not officers shall not serve more than two consecutive terms on the Executive Committee.

g. Except as otherwise specifically limited in this Article X, officers and members of the Board of Directors and Executive Committee may succeed themselves in office if duly elected or appointed to such office.

(Amended February 13, 1992, by the Board of Directors.)

Article XI

Indemnification

The Corporation shall, to the maximum extent permitted by the California General Corporation Law, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the Corporation, and shall advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by that law. For purposes of this Article, an “agent” of the Corporation includes any person who is or was a director, officer, employee or their agent of the Corporation, or is or was serving at the request of the Corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise serving at the request of such predecessor corporation.

Article XII

Final Distribution of Assets

Upon dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets, if any, shall be divided among the members as follows:

Each Active member in good standing shall receive that proportion of the assets which the total amount of dues assessments upon and paid by such member to the corporation for the preceding calendar year shall bear to the total amount of such dues and assessments assessed upon and paid by all Active members in good standing for the same calendar year.

If the division and distribution of the corporation’s assets to the members would result in the inurement to the members’ benefit in any way prohibited by the Internal Revenue Code, then the Board shall determine what portion of the assets must be distributed otherwise to avoid an inurement, and as to that portion the assets shall be conveyed or distributed only to an organization or organizations created and operated for nonprofit purposes similar to those of the Corporation and qualified as exempt under section 501(c)(6) or 501(c)(3) of the Internal Revenue Code.

Article XIII

Operations

Section 1. Regional Units

Regional units may be organized by voluntary action of Active members under geographical or special interest limits in either daily or weekly classifications or a combination of both classifications in one unit.

(Amended July 31, 2015, by the members.)

Section 2. Rules of Order

All meetings of the corporation, the Executive Committee, and the Board of Directors shall be governed by the then current Modern Rules of Order by Donald A. Tortorice.

(Amended February 13, 1992, by the Board of Directors.)

Section 3. Use of Corporation Name

The corporation name shall not be used by any member or by any representative, employee, servant or agent of such member without proper authorization from the corporation.

Section 4. Books and Records

The corporation shall keep correct and complete books and records of account and shall also keep records and minutes of the proceedings of the Board of Directors and Executive Committee and other such meetings as deemed by the Board of Directors. Copies of the minutes of the Board of Directors and the Executive Committee and other such meetings as deemed by the Board of Directors shall be regularly distributed to each member of the Board of Directors.

Any Active member may inspect and copy the corporation’s books and records at reasonable times, on five (5) business days’ prior written demand. The demand shall state the purpose for which the inspection rights are requested. The purpose for inspection shall be reasonably related to the person’s interest as a member.

Section 5. Corporate Seal

The Board of Directors may provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation, the date of its incorporation, and the word, “California”.

Section 6. Policies and Procedures

The Board of Directors may adopt, amend, or repeal any such policies and procedures not inconsistent with the Bylaws for the management of the internal affairs of the corporation and the governance of its officers, agents, committees and employees.

Section 7. Waiver of Notice

Whenever any notices are required to be given under the provisions of the California Corporation Act, or under the provisions of the Articles of Incorporation of the corporation, or these Bylaws, a waiver thereof in writing signed by the persons entitled to such notice, whether dated before or after the time stated herein, to the extent permitted by law, shall be deemed equivalent to the giving of such notice.

Article XIV

Amendments to the Bylaws

Except as otherwise required by law, these Bylaws may be amended by a majority vote of the Active members present and voting at any regular or special meeting of the members of the corporation, provided, however, that written notice of such proposed change be made to all Active members of the corporation at least thirty (30) days prior to such regular or special meeting, and such written notice shall state the substance of the proposed amendment or amendments; and provided, also, that, if notice has not been given, at least one-third of all the Active members of the corporation must be present and vote on such amendment or amendments if the meeting is a special membership meeting of the members.

Except as otherwise required by law, the Bylaws also may be amended by a majority vote of the members or the Board of Directors at any regular or special meeting of the Board where a quorum has been declared, provided, however, that written notice of such proposed change shall be made to all Active members as well as members or the Board of Directors for the same period of time and upon the same conditions as set forth in the preceding paragraph.

Amendments adopted at a regular or special meeting of the members or at a regular or special meeting of the Board of Directors as hereinabove provided shall go into effect upon the final adjournment of that meeting unless otherwise stated in the resolution or amendment.

(Amended February 13, 1992 by the Board of Directors.)

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