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Director Introduction

Fact Sheet for prospective board members

Mission Statement

The mission of the California News Publishers Association is to serve the common interests of its members by promoting, improving and protecting the welfare of the newspaper business and the news media industry in California, which includes printing, publishing and distributing news and information on paper, the Internet and other digital media; fostering the highest ideals, ethics and traditions of journalism, a free press and the newspaper profession; and acquiring, providing and disseminating among its membership, information, services and material relating to the best policies and practices for the general improvement of members’ businesses.

Board Member Requirements

  • Attendance at two CNPA board meetings each year, in-person or via phone.
  • Attendance at annual CNPA Government Affairs Day.
  • Registration and attendance at annual CNPA Press Summit.
  • Support the annual California Journalism Awards.
  • Serve and participate on at least one of the Board’s standing committees.
  • Participate on a task force, ad hoc or sub-committee, as needed.
  • Term of office is 3 years.

Board Member Responsibilities

  • Legal — The board is responsible for compliance with all federal, state and local laws, and for operating within the Bylaws of the Corporation.
  • Policy — The major responsibility of the board is to ensure that appropriate policies are adopted and in place and to cover operations, finance, management, personnel, advocacy, ad services, member services, marketing and communications, and events and seminars.
  • Fiscal — The board is responsible for monitoring and controlling all financial affairs of the organization.
  • Hiring and Compensation — The board is responsible for the hiring and compensation of the Executive Director of the association, including defining the duties related to the position.

General Introduction to CNPA Board of Directors

You are to be commended on your selection as a Board Director of the California News Publishers Association, or as its members refer to it, CNPA. This appointment by our membership recognizes your leadership, not only as a newspaper publisher, but also as an industry and organization leader. CNPA is delighted to have you serving on our board.

One important factor that will contribute to your success as a CNPA Director is a clear understanding of the primary objectives and basic functions of our Board of Directors.

These pages were prepared to provide you with a broad perspective of the objectives of our association’s voluntary Board. It summarizes the fundamentals CNPA has adopted to ensure our organization effectively represents our membership, not only as a trade association, but also as an advocate for a free and independent press.

A review of this information will help you as a Director of CNPA…and it merits the confidence that has been expressed in your leadership ability.

California News Publishers Association Defined

The California News Publishers Association can be broadly defined as: Newspaper publishers and leaders, working together to further the interests of the newspaper business and the news media industry by promoting, improving and protecting the business of printing, publishing and distributing news and information in the state of California.

CNPA is composed of news media professionals and others who have a common interest and a passion for preserving and protecting the highest ideals, values and traditions of independent journalism and the role of a free press in sustaining our democracy.

CNPA enables newspaper publishers to accomplish collectively what no one of them could do individually. The strength of CNPA lies in attracting the greatest number of newspaper companies and allied industry firms into membership, thereby creating a pool of resources and expertise from which can be drawn ideas, energy and finances.

Leadership

CNPA’s effectiveness is only sustained through leadership – leadership of its officers and board members. Accordingly, CNPA expects that its Directors, because of their individual expertise and active engagement in the business of newspapers and the news media industry, be among the first to recognize and seize leadership on the most important issues, opportunities and threats affecting our business. Prompt action based on awareness and understanding of a particular need, opportunity or threat requires leadership; it is this type of leadership that is essential to the continuance of CNPA as an effective force for our members in California.

Responsibility for CNPA Functions and Activities

The Board of Directors is the place where the ideas are born and the plans are laid for the betterment of our membership, our association and our industry. The Board deals with policy matters and responds to issues, proposals and recommendations made by CNPA’s officers, committees and the Executive Director.

The Executive Director, in his/her role as President/CEO of CNPA Services, Inc. is responsible for the daily management and supervision of CNPA business and operates within the framework of established budgets, programs, policies and Bylaws developed and adopted by the CNPA Officers and Board of Directors.

The membership has come to expect very high standards of performance from CNPA. A capable operating executive and skilled staff is essential for meeting members’ expectations. Efficiency in all matters assigned to CNPA must be above the average maintained in other business and trade association offices since we are looked to for leadership and example by our membership. This approach has garnered CNPA national recognition for its exemplary leadership as the “best practices” state press association in the country.

Standards of Conduct

It is the policy of CNPA to conduct its affairs and business in accordance with the highest ethical standards in order to merit and maintain the complete confidence and trust of its members and the public in general.

Finances

Ensuring adequate financing required for the effective operation of CNPA is one of the primary functions of the Board. Directors may be asked from time to time to participate in this important aspect of CNPA business and activities. Because CNPA derives a significant portion of its funding from membership and ad services revenue, it will be your obligation as a Director to positively promote and support CNPA’s initiatives in these two areas in order to improve its financial position whenever possible. Adequate funding ensures CNPA can provide important and timely member services and a strong, vigorous advocacy effort on behalf of newspapers and a free press.

Policy

How is policy established?

As a Board member, you are responsible for establishing policy on all matters brought before you. The Executive Committee and Board of Directors are the one and only source of policy decisions. Your personal and business positions and thoughts on an issue are important and can be helpful in ensuring the Board of Directors hears all points of view; however, once the Board has taken an official position on a particular matter, you are expected to place your personal position aside for the good of the organization and the overall membership.

What is Policy?

Policy is a formal statement of position in the name of the California News Publishers Association. A policy statement may be advisory to our membership and the community at large, as on a public question such as support for – or opposition to – legislation that would impact the publishing business or the public’s right of access to government information, etc.

Who Makes Policy?

In nearly all cases, policy is recommended to the Board of Directors. Such recommendations are typically made by the CNPA standing committees (e.g., Governmental Affairs Committee) concerning matters within the committee’s field of interest or responsibility, or by special committees appointed by the President, Executive Committee or the Board to study a specific issue, or by the Executive Director and staff.

Policy formulation often begins with inquiries, reviews or studies and reports made by a particular committee or staff. The Executive Director or the Chairperson of the committee reporting to the Board on a policy matter is expected to make the main argument before the Board in support of the staff’s or committee’s recommendation. Where desirable or needed, the Executive Director or Chairperson may bring in key staff or committee members as “experts” to assist the Board in study of the issue. Arrangements for staff or non-board members to present at a Board meeting should be made well in advance with the President and Executive Director.

On those occasions when time constraints require action on a policy matter prior to the next scheduled Board of Directors meeting, the matter will be presented to the Executive Committee for review and discussion. The Executive Committee is empowered to take action with a simple majority vote and shall subsequently report on its action to the board and membership.

Publicity on Policy Action

Typically, CNPA does not publicly report on policy actions. On the rare occasion when publicity on a policy recommendation may be appropriate, it must be approved by the Board of Directors before it is disseminated.

Action in Support of Policy

Action to carry out policy approved by the Board of Directors is a function of the Executive Director working with the Executive Committee, the President or the recommending committee as appropriate.

Time of Regular Meetings

Regular meetings of the Board are held at least three times a year, typically in January, April, July or October. Notice of dates and locations of the quarterly Board meetings is provided in the Sites Report issued to Directors well in advance of meetings. In addition, frequent notices in the CNPA Bulletin are also published.

Board Attendance

Election to the Board of Directors brings with it serious obligation and responsibility. One of the most important assignments for board membership is attendance at Board meetings. The CNPA membership has elected the Board to direct the activities and set policies for CNPA. Board attendance at meetings is critical to ensure effective continuity of the organization’s business operations and the successful deliberation of and action on important policy matters. Although we recognize that perfect attendance is challenging for publishers engaged in a dynamic business that demands immediacy, it is important to note that repeated or excessive absences place a greater burden on the remaining Directors and should be avoided where at all possible.

Conflict of Interest

All committee chairs and board members that have a personal or business interest in the solution of a matter before the Board or a committee should disclose that interest and disqualify themselves from Board or committee action on the subject.

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