Constitution & Bylaws

CONSTITUTION

Article 1

This Association shall be known as the Inter-State Circulation Managers’ Association.

Article 2

The mission of this Association shall be the mutual enlightenment and education of its members through exchange of thought, experience and innovative ideas, resulting in the solution of common problems and the furtherance of the best interests of the departments of the newspapers which they represent.

Article 3

The elected officers of this Association shall be President, Vice-President, and Secretary-Treasurer. These officers shall be elected by ballot at the business meeting of the Association and must receive a majority of the votes by members present. They shall hold office for a period of one year, or until election of their successors. The Board of Directors shall consist of the following voting members: current elected officers, and six regional Directors. The President is a non-voting member except in the case of a tie vote, when he/she will cast the deciding vote. The immediate Past President serves as Chairman of the Board and is an ex-officio (non-voting) member. Regional Directors are elected in groups of three in alternating years by the members present at the business meeting. No more than two shall be elected in any one year from any one state.

A business partner representative will also hold a non-voting seat on The Board of Directors. The business partner representative will be nominated and voted upon by the business partners present at each business meeting. The term of the business partner representative is one year with a term limit of two terms.

The officers and Board of Directors thus constituted and elected shall conduct and control the affairs of the Association.

Article 4

The business meeting of the Association shall be held annually with the day and date of these meetings to be decided by the Board of Directors. The business meeting may be held via in person gathering and/or via webcast (or similar means).

Article 5

The Constitution, including amendments, may be changed by either of the following methods:

1. A majority vote of all eligible members voting and in attendance at the business meeting of the Association or a duly called special meeting of the Association, or;

2. A majority vote of all eligible members responding to a mail ballot. Members will have thirty (30) calendar days from mailing date to respond. Each mail ballot will include a ‘respond by date’. Ballots with a postmark subsequent to the ‘respond by date’ will not be counted. Properly executed ballots may be scanned and sent to the Association’s Secretary/Treasurer via email, or;

3. A majority vote of all eligible members responding to an electronic ballot. Members will have thirty (30) calendar days from the email date/time stamp to respond. Ballots received subsequent to the thirty (30) calendar days will not be counted.

BY-LAWS

Article 1 – GOVERNMENT

SECTION 1 – BOARD OF DIRECTORS: The Board of Directors, as constituted in Article 3 of the Constitution, shall attend in person, or by electronic means, the business meeting of the Association. They shall have full management and control of the affairs of the Association, shall prescribe and supervise the work of the officers and shall submit through the Chairman of The Board a full report at each business meeting. The Board of Directors shall additionally: set the annual expense allowance of the secretary-treasurer, determine the expense allowance of the President and receive and approve the annual audit submitted by the secretary-treasurer.

SECTION 2 – SERGEANT-AT-ARMS: The President shall be empowered to appoint a Sergeant-at-arms, to be named annually.

SECTION 3 – VACANCIES: The President shall fill vacancies in all appointed offices that may occur at any time during the year. The Board of Directors shall fill vacancies in any elected office that may occur at any time. Appointments so made to fill vacancies shall be deemed to expire at the next business meeting.

SECTION 4– REGULAR MEETINGS OF THE BOARD OF DIRECTORS: The Board of Directors shall have meetings at such times and places as they may determine. Notices of such meetings shall be sent to all board members not less than ten (10) business days in advance of said meeting.

SECTION 5 – SPECIAL MEETINGS: Special meetings may be called by the President or any two Directors. Notice of all special meetings shall be given by faxing, mailing or e-mailing notice to each Director at least ten (10) business days before date of meeting. This notice may be sent by the Secretary, the President, or the Directors calling this meeting.

SECTION 6 – EXPULSION: The Board of Directors shall have the power to expel any member who shall willfully or carelessly violate any provisions of the By-Laws. Any member so expelled, shall have the right to a hearing before the Board of Directors.

SECTION 7 – QUORUM: A majority of the Board of Directors, either present or via telecommunications, shall constitute a quorum at any meeting thereof to transact business.

SECTION 8 – ORDER OF BUSINESS: The Board of Directors may adopt its own rules of order of business not inconsistent with the provisions of these By-Laws.

Article 2 – DUTIES OF OFFICERS

SECTION 1 – PRESIDENT: The President shall preside at all meetings of the Association; shall appoint all Special and Standing Committees, unless otherwise provided for in the Constitution and By-Laws or by action of the Association, and shall perform such other duties as may appertain to this office or which may be assigned by the Board of Directors. At the conclusion of his/her term in office the President shall automatically become Chairman of the Board of Directors and shall perform such duties as may be assigned by said Board.

SECTION 2 – VICE-PRESIDENT: The Vice-President shall discharge the duties of the President in case of his/her absence or disability, and shall perform such other duties as may be assigned by the President or the Board of Directors.

SECTION 3 – SECRETARY-TREASURER: The Secretary-Treasurer shall keep the records of the Association; shall attend to the correspondence of this office and shall present to the Directors before each meeting of the Association a report of his/her work. The Secretary-Treasurer shall collect all monies due the Association from fees and dues and retain in his/her care all the funds of the Association. The Secretary-Treasurer shall be reimbursed for all expenses incurred in performance of official duties and shall perform such other duties as may appertain to this office or which the Board of Directors may assign. As custodian of the funds of the Association, the treasurer shall pay any and all expenses. Any checks in excess of $2,500 must bear the signature of the President and Secretary-Treasurer. The Secretary-Treasurer shall be bonded in the amount of $15,000, premium of said bond to be paid by the Association and further provided that the Board of Directors shall have power to lower or raise the amount of bond as deemed necessary from time to time. The Secretary-Treasurer shall submit annually an independent audit of all account and records, to be approved by the Board of Directors.

Article 3 – DUTIES OF APPOINTED OFFICERS

SECTION 1 – SERGEANT-AT-ARMS: The Sergeant-at-arms shall be in charge of the behavior of all members at each session, shall see to it that all in attendance have the proper credentials and shall in every manner assist in the conduct of the sessions.

Article 4 – MEETINGS

SECTION 1 – REGULAR MEETINGS: The Association shall meet annually at such time and place as shall be determined by the Board of Directors. If it should become necessary to change the place or date of meeting, same may be done by a majority vote of the Board of Directors. Notices of such changes shall be sent to all members of the Association not less than 30 days in advance of said meeting. The election of all officers and directors will be held at this meeting.

SECTION 2 – SPECIAL MEETINGS: The Board of Directors may call special meetings of the Association to consider special subjects. Special meetings must be requested in writing by not less than one-fourth of the members, with the Board of Directors requesting approval and stating the objective of the meetings. Notice of special meetings shall be sent fourteen days prior to the date of said meeting. Special meetings may also be called by the President or any two directors.

SECTION 3 – QUORUM: At all meetings of the Association a majority of the members present for that meeting shall constitute a quorum.

SECTION 4 – ADJOURNMENT: Meetings of the Association may be adjourned to such time and place as may be determined upon by said meeting.

Article 5 – ELECTIONS

MODE OF PROCEDURE: All nominations of officers and directors shall take place at the business meeting of the Association’s members or through mail/electronic notification. Nominations will come from a nominating committee appointed by the President or by a majority of the members present and voting.

Article 6 – GENERAL PROVISIONS

SECTION 1 – MEMBERS: A voting member of this Association must be actively employed in a Circulation Management/Audience Development/Marketing position or a principal division of a Circulation or other Department as a manager responsible for engaging, building or marketing to audiences for a newspaper published in Pennsylvania, New Jersey, Delaware, Maryland, West Virginia, or The District of Columbia. In case a member severs his/her connection as a Circulation Department/Audience Development /Marketing executive, he/she shall continue to be eligible for membership in the Association, but without the right to vote, until such time as he/she becomes employed in some other trade or profession. All newspapers published in print or digital form will be eligible for membership.

SECTION 2 – APPLICATION FOR MEMBERS: All applications of membership must be submitted in writing to the Secretary, using the proper membership application. This application is to be accompanied by a check in payment of the annual dues. All applications for membership will be presented to the Board of Directors for approval.

SECTION 3 – ANNUAL DUES: The annual dues for maintaining the organization and providing for its expenses shall be periodically studied, considered and decided by the Board of Directors. Dues shall be due and payable in advance on the first day of March. Upon receipt of annual dues the Secretary shall issue a confirmation of membership via mail or through electronic means.

SECTION 4 – REPRESENTATION: Each member shall be entitled to one vote on any matter brought forth at business or any special meeting or through a mail or electronic ballot.

SECTION 5 – RESIGNATION: Membership resignation may be made in writing to the Secretary/Treasurer of the Association and such resignation shall operate as a forfeiture of all rights and interests in the Association and its property and the same shall vest in the Association. Refund of dues, in whole or in part, shall not be made.

SECTION 6 – SUSPENSION AND FORFEITING: Any member being in arrears and, if at the expiration of two years such dues are unpaid, shall have forfeited their membership. Former members having forfeited their membership only because of non-payment of dues may become reinstated upon approval of the Board of Directors, who shall determine the amount to be assessed for back dues and a penalty not to exceed one year’s dues.

SECTION 7 – ORDER OF BUSINESS AT ANNUAL MEETINGS:
1. Consideration and approval of proceedings of previous meeting.
2. Report of President.
3. Report of Secretary-Treasurer.
4. Report of Committees.
5. General Business. Unfinished Business. New Business.
6. Election of Officers and Directors.
7. Appointment of Committees.
8. Selection of Next Meeting place.

Article 7 – ASSOCIATE MEMBERS

Associate memberships may be awarded to the following people: 1. Any former regular member who is no longer eligible for regular membership, or; 2. Those who are managers of any sectional circulation managers association, or; 3. Those who are members of a circulation service or supply organization.

Associate members shall pay the same dues as voting members and shall be entitled to all privileges of the Association except the right to vote or hold office. Associate members can enter the association, through application, anytime during the year.

Article 8 – HONORARY MEMBERS

A past president or other distinguished member who is no longer actively engaged in newspaper circulation may become an Honorary Life Member by a majority vote of those present at the annual meeting, and/or the Board of Directors may authorize an honorary membership to a retiring member in good standing. Such honorary members shall be entitled to all privileges of the Association except the right to vote. Honorary life memberships bestowed upon past presidents who are still active in the profession shall still retain voting privileges until such time as they reach the retired ranks. Honorary life members shall have all privileges of regular members, except that they may not hold office.

Article 9 – AMENDMENTS

These By-Laws, including amendments, may be changed by either of the following methods:

1. A majority vote of all eligible members voting and in attendance at the business meeting of the Association or a duly called special meeting of the Association, or;

A majority vote of all eligible members responding to an electronic ballot. Members will have thirty (30) calendar days from email date stamp to respond. Each ballot will include a ‘respond by date’. Ballots with an email date stamp subsequent to the ‘respond by date’ will not be counted.