TABLE OF CONTENTS
- ARTICLE I: ASSOCIATION NAME
- ARTICLE II: PURPOSE
- ARTICLE III: OFFICERS
- ARTICLE IV: ANNUAL MEETING
- ARTICLE V: AMENDMENTS
- ARTICLE VI: GOVERNMENT
- ARTICLE VII: DUTIES OF THE BOARD OF DIRECTORS
- ARTICLE VIII: DUTIES OF OFFICERS
- ARTICLE IX: ELECTIONS
- ARTICLE X: GENERAL PROVISIONS
- ARTICLE XI: DIVERSITY, EQUITY AND INCLUSION
The Association shall be known as the Audience Development Media Alliance, (ADMA), a 501(c)(6) non-profit Trade or Professional Association.
The purpose of the organization shall be the mutual enlightenment of members and the furtherance of the best interests of the media companies served by the organization with an emphasis on any and all audience activities connected with providing services to consumers, generating consumer revenue and establishing business practices that support sustainability of member companies.
The officers of this Association shall be President, Vice President, Treasurer, Membership Chair and Immediate Past President.
The Vice President will automatically assume the office of President upon expiration of his/her term as Vice President. Should the Office of President be vacated, the Vice President will complete the term of office and continue as President for the coming term. The President will automatically assume the role of Immediate Past President upon completion of the term as President. In the event the President and Vice President positions are both vacated, the board will appoint a new president and / or vice president to finish the term. All officers shall hold their offices for a period of two (2) years or until the election of their successors.
Each officer shall be a member of the Board of Directors, which board shall also contain six (6) additional members, all of whom shall be elected at the annual meeting of the Association. They shall hold their offices for a period of two (2) years.
The officers and the Board of Directors thus constituted and elected shall conduct and control the affairs of the Association.
Initial Slate of Officers
In order to allow for the recruitment of a national board and the marketing and execution of the June 2022 Conference, the current officers and board will preside until June 2022. At the conference, a new slate of officers and board will be voted upon.
The annual meeting of the Association shall be held at a time and date to be set by the Executive Board and approved by the Board of Directors. If the dates are only being updated to the current year, then a vote will not be required. The Board of Directors will determine the duration of the session of each annual meeting.
The by-laws may be amended by a three-fourths favorable vote of the members present and voting at any annual meeting of the Association so long as a majority of the primary voting members are in attendance. Voting by proxy will be allowed via e-mail from primary members that are unable to attend the conference or when a vote is required outside of the conference. When a vote is required, the Board of Directors will establish the date and time during the annual conference for the vote. Proposed by-laws changes must be shared with the voting members at least 14 days in advance of the vote.
Any decision to dissolve ADMA; merge AMDA with another Association; or to make ADMA a subordinate affiliate of another Association would be a fundamental change in the direction of ADMA and would necessarily require an amendment to the By-Laws. Any such change first requires a majority vote of the Board of Directors. The details of any such proposal of the Board of Directors must be in writing and printed in full in the edition of the Association’s newsletter that immediately precedes the opening of the Association’s annual meeting. The decision of the Board of Directors must then be approved by a three-fourths favorable vote of the members present and voting at any annual meeting of the Association so long as a majority of the primary voting members are in attendance. The vote would be by email or paper ballot, to be counted and tabulated by the Board of Auditors provided in Article VII, Section 2 of these By-Laws.
Section 1. Directors – The Board of Directors of the Association shall be composed of the five (5) officers and six (6) other directors. The Board of Directors shall be elected pursuant to Article III. All Directors shall attend in person at the annual meeting of the Association. The Directors shall manage the affairs of the Association and have full charge of its funds and properties.
The organization will work to maintain 6 directors from media companies in the territory covered by the organization. Each Director will serve two-year terms.
A Director shall be an active member in good standing. In addition to serving on the Board of Directors, they shall assist in the securing of new members, the selling of advertising and shall assist in event and conference planning, as well as other duties as assigned.
Section 2. Classification – The Board of Directors shall be divided into two classes to be designated, respectively, Officers and Directors.
Officers – The Officers of the Association shall also serve as Officers of the Board of Directors. The President shall preside over meetings of the Board of Directors.
The President – The President may call meetings of the Officers and Directors at times and places deemed necessary by the President.
Executive Committee – The Executive Committee shall consist of the five (5) officers elected pursuant to Article III.
Section 3. Vacancies – The President, upon the advice and consent of the Board of Directors shall fill all vacancies that may occur at any time during the year. Appointments so made to fill vacancies shall be deemed to expire at the next annual meeting, and vacancies then existing shall be filled pursuant to Article III.
Section 4. Regular Meetings of the Board of Directors – The Board of Directors shall have meetings at such times and places as designated by the President. Notice of all regular meetings shall be sent by email by the President or Executive Director.
Section 5. Executive Director – The Executive Committee shall make recommendations to the Board of Directors on an individual or individuals to fill the position of Executive Director. The Executive Director must be approved by a majority vote of the Board of Directors. The Executive Committee shall also make recommendations to the Board of Directors on the compensation to be paid to the Executive Director. The compensation of the Executive Director must be approved by a majority vote of the Board of Directors.
The duties of the Executive Director are as follows:
- Respond to all inquiries from members or third parties;
- Maintain the Association databases;
- Maintain ADMA Website;
- Responsible for all banking, accounting, and financial reporting of the Association;
- Fiduciary responsibility for and custodian of the funds of the Association.
- Produce the annual Conference Program;
- Collect and account for all receivables for the Association, including dues and advertising fees;
- Coordinate promotion, advertising, collection of fees, and payment of expenses for organization events
- Forward monthly bank statements to the Executive Committee;
- Engage a qualified Certified Public Accountant to prepare tax returns and audit the financial records of ADMA
- Ensure that all state and federal reports are submitted on a timely basis;
- Assist the Board in solicitation of new members
- Assist Executive Committee and the Board of Directors with their responsibilities;
- Assist all who are involved to prepare for the Annual Sales Conference;
- Coordinate office space and storage for ADMA equipment and records;
- Prepare and coordinate the content for the ADMA Newsletter
Keep the ADMA President advised of all developments and events; and
Prepare and present an annual report to the Board of Directors before the annual meeting of the Association. The report shall consist of an income statement and balance sheet detailing the financial condition of the Association; this report shall detail all income received and all expenses of the Association.
Section 6. Special Meetings – The President or a majority of the Board of Directors may call special meetings. Notice of all special meetings shall be given email, of notice thereof to each Officer and Director at least three (3) days before the date of the meeting. The President or Executive Director, on behalf of the President, may call this meeting.
Section 7. Quorum – A majority of the members of the Board of Directors shall constitute a quorum at any meeting thereof to transact business.
Section 8. Order of Business – 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.
Section 1. Supervision – The Board of Directors shall have full management and control of the affairs of the Association. They shall constitute the Nominating Committee thereof.
Duties of Directors – A Director shall be an active member in good standing. In addition to serving on the Board of Directors, they shall assist in the securing of new members, the selling of advertising and shall assist in conference planning whenever requested.
Section 2. Auditors – The treasurer and a board member at large shall examine the accounting records of the Association. In lieu of the above, the President may secure the services of an outside independent auditing firm to examine the accounting records of the Association. Any auditor or auditors thus appointed or secured may examine or inspect such books or accounts at any time and report their findings at the first session of each annual meeting showing accounting records up to the opening of the annual meeting.
Section 3. Notices – The Association shall publish notices at the discretion of the Board of Directors to contain information for the benefit of guidance of its members.
Section 4. Suspension – The Board of Directors shall have the power to suspend or expel any member who shall willfully violate any provision of the By-Laws.
Each officer will serve a 2-year term.
Section 1. Immediate Past President
The Immediate Past President shall be an active member of the Association in good standing. They shall provide support and advice to the President and Board, Chair the Nominating Committee and other committees as requested by the President.
Section 2. President – The President shall be an active member of the Association in good standing. They shall preside at all meetings of the Association, preside at meetings of the Board of Directors, appoint all special and standing committees and chairpersons, coordinate assignments and duties of committees, unless otherwise provided for in the By-Laws or by action of the Association, plan and execute annual conference and any other Association events. The President may call for an executive session at any meeting allowing only voting members to be present, and shall perform such other duties as may pertain to their office, or which may be assigned to them by the Board of Directors.
Section 3. Vice President – The Vice President shall be an active member of the Association in good standing. They shall discharge the duties of the President in the event of the President’s absence or disability, and shall serve as Sponsorship and Business Partner Liaison. The Vice President shall assume the duties of the Presidency upon expiration of their term as Vice President and shall perform such other duties as may be assigned to them by the Board of Directors.
Section 4. Treasurer – The Treasurer shall be an active member of the Association in good standing. The treasurer will review monthly bank statements, revenue and expenses. They will also prepare the annual budget and annual meeting bank statements. The treasurer will take minutes at each board meeting and share with the board.
Section 5. Membership Chair – The Membership Chair shall be an active member of the Association in good standing. They will serve as Chairperson for all Membership and membership drives, marketing and events, and shall perform such other duties as may be assigned to them by the Board of Directors and other duties as may be assigned to them by the Board of Directors.
Section 6. Any elected officer or member of the Board of Directors, who while in office shall sever their connection in the position of a media company that qualified them for active membership, shall immediately present their resignation in writing to the President. They will notify the Board of Directors, who will have the option to accept the resignation at once or to defer the resignation to the next annual meeting of the Association.
Section 1. Election Inspectors – The President at each annual meeting of the Association shall appoint an election inspector, if there are contested offices. The duties of said inspectors will be to check and count all written ballots.
Section 2. Nominating Procedures – The Immediate Past President shall appoint a Nominating Committee from among the Board of Directors, and shall chair the Committee. The Nominating Committee shall nominate active members of the Association for the Vice President and any vacated positions on the board. Nomination shall be presented to the membership during the first session of the first day of the annual meeting of the Association. Active members may also make a nomination for office from the floor. Officers and Directors will be elected on the following day during a business session.
Section 1. An active member of this association must be at a media organization. The highest ranking member from a media organization will be the active primary (voting) member of the association, unless designated otherwise.
Section 1(a). Individuals who do not work for a media company, may join but will have no voting rights.
Section 2. Application for Membership – All applications for membership must be submitted on the ADMA website. Current membership dues must accompany each application for active membership, said monies to pay the member’s dues up to the last day of the current calendar year. Monies paid in the last quarter of any calendar year will extend membership until the last day of the following calendar year.
Section 3. Annual Dues – The annual dues for maintaining the organization shall be due and payable in advance of the first day of the calendar year. A member shall be deemed to be in good standing when not in arrears for membership and dues are paid prior to the opening session of an annual convention of the Association.
Section 4. Representation – At meetings of the Association only active primary members may cast votes. If there is more than one member from a newspaper, publication, or organization, it shall designate the individual to be the primary voting member. A non voting member shall have no vote in the meetings of the Association, but shall have the privilege of the floor in discussion of all subjects that may come before the meetings.
Section 5. Advisory Committee – All past presidents of the Association in good standing shall constitute the Advisory Committee. They have the right to attend board meetings and may participate in the discussions, but shall not have a vote in said board meetings.
Section 6. Honorary Membership – Honorary membership in the Association may be conferred upon any member or former member, associate or former associate member, provided the name is proposed by an active member and approved by a 2/3 vote of the Board of Directors. The President of the Association will present the honorary member to the membership at the annual meeting of the Association. A nominee for honorary membership must be a person who made outstanding contribution to the Association and the circulation / audience profession. Persons elected to honorary membership of the Association will not be required to pay dues and shall enjoy all the privileges of the Association except that of the right to vote or hold office, in the event the person so elected is no longer an active member of the Association.
The Audience Development Media Association (ADMA) is committed to assembling a diverse board that represents its member organization. We will foster an inclusive environment that welcomes members from diverse backgrounds, organizations and experiences.
BY-LAWS – REVISED March 9, 2022
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