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Corporate Structure

California News Publishers Association

CNPA’S Structure

CNPA is comprised of and structured in two corporate entities. The primary corporation is California News Publishers Association, the industry trade association serving the common interests of its members and promoting the general welfare of the California newspaper and news media industry. CNPA Services, Inc., is a for-profit corporation wholly owned by CNPA that promotes management, business, advocacy and membership services to newspaper and news media trade associations, as well as advertising placement, network and other related services to various clients seeking to advertise in the state of California.

California News Publishers Association (CNPA)

CNPA incorporated as a 501 (c) (6) California not-for-profit corporation in the 1930s. This status allows membership dues income of the corporation to be exempt from federal and state income taxes. To maintain this tax exempt status, the association must be organized for a “public purpose,” which for CNPA is the general welfare of the California newspaper and news media industry. Accordingly, not only must CNPA not operate for profit, but no part of the net income of the association may inure to the benefit of any member of the association.

As CNPA matured and moved into the 1990s, the association faced two imperatives from its membership: the first was to expand the association’s member services; the second was to minimize the dues burden on CNPA members. This dilemma, funding expanded member services without increasing dues, challenged CNPA to identify and develop new revenue streams for the association, and to do so without jeopardizing its status as a non-profit corporation.

CNPA’s Board directed staff to develop a structure that would allow staff to engage in entrepreneurial efforts that would develop new revenue streams without losing CNPA’s tax exemption as a not-for-profit corporation. To this end, a new corporation, CNPA Services Inc., wholly owned by CNPA, was formed to engage in profit-making activities. With this move CNPA was restructured to move its entire infrastructure of employees, files, records, equipment and activities into the new management services company, CNPA Services, Inc. CNPA remained as a not-for-profit corporation, the repository for all dues from members and began purchasing management services from CNPA Services, Inc. which began running all of the day-to-day operations of CNPA on behalf of the association.

CNPA has no employees or assets other than accumulated cash and the recent acquisition of CNPA headquarters, which it leases to CNPA Services, Inc. Membership dues are collected for the sole purpose of paying a management fee to “Services” in an amount sufficient to allow “Services” to perform all of CNPA’s traditional trade association functions. CNPA is governed by a 17-25-member Board of Directors, four of which are officers of the association. Ten of the 30 non-officer members are elected each year to serve three-year terms (Eleven are elected each three-year cycle). The CNPA Board, in addition to conducting the normal business of its association at its meetings, also reviews the performance of “Services” to ascertain that contractual services are being completely and properly performed.

CNPA Services, Inc. (“Services”)

CNPA Services, Inc. was formed in 1991 to provide management services for CNPA and pursue initiatives to drive new revenue streams that would offset the cost of providing expanded member services for CNPA’s membership and also cover the costs of management of the association. The first such initiative began that year with the launch of its California State Classified Advertising Network (Cal/Scan).

“Services” is a California for-profit corporation and is a wholly owned subsidiary of CNPA, governed by a nine member Board of Directors. The stock of “Services” is collectively owned by the current members of the Board of CNPA. “Services” Directors are elected by CNPA Board members (the shareholders of CNPA Services) at the CNPA annual business meeting.

The members of the “Services” Board provide governance directors who are the most knowledgeable and current on the corporate affairs of the two corporations and their inter-workings. The composition of the Board is structured to eliminate any interlocking directorates by ensuring a two-thirds (2/3) majority of “Services” Board members are not CNPA Board members. The Services board, in addition to reviewing the performance of the various revenue generating ad placement and ad network services, and any other for-profit units it manages, also reviews the CNPA Services contract to ensure that its client CNPA is being well served.

California Press Foundation

One of the earliest press associations in the country, the California Press Association was founded in 1878 at the Palace Hotel in San Francisco. In 1925 and 1926, the association worked with the Southern California Editorial Association to form a trade organization—the California News Publishers Association. Today many members of Cal Press are also members of CNPA. Outstanding speakers and programs are presented at the association’s annual awards luncheon and dinner in San Francisco the first week of December. In past years, educational tours have been conducted to places of interest in California, neighboring and distant states, and occasionally outside of the country.

The association gives public recognition at its annual winter meeting to outstanding newspaper people of the state, past and present, with six of the most coveted awards in California journalism:

  • The Justus F. Craemer Newspaper Executive of the Year Award
  • The Philip N. McCombs Achievement Award
  • The Jack Bates Award

The California Newspaper Hall of Fame induction of two honorees (one who has been deceased for more than 10 years and one for less than 10 years)

The Mark Twain Award for Journalistic Excellence in California, which recognizes journalists (writers, editors, and cartoonists) for their significant contributions to California journalism.

Membership in the California Press Foundation is by individual, not by newspaper or company. Some newspaper families in the state have been represented in Cal Press for three and four generations. Consequently, membership in the association, or what may be characterized as a “close professional family,” is highly treasured.

In December of 2013, the California Press Association merged with the CNPA Foundation, a 501 (C) (3) corporation formed in 1994 to provide journalism students educational grants, scholarships and internships. The merged and renamed Cal Press Foundation held its first Board of Directors Meeting and elected Officers and Directors on December 6, 2013, at the Marines’ Memorial Club and Hotel, San Francisco, California.

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