TABLE OF CONTENTS
- CHANGE OF BY-LAWS: AMENDMENT TO MERGE WITH NICE
- 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: STATEMENT OF DIVERSITY
June 23-25, 2021
The Great Western Audience Development Summit provides each attendee with the opportunity to meet and exchange information with others in the industry, from newspaper organizations to business partners and expert guest speakers.
CWCMA resolves to increase its geographical membership territories to include the NICE states and provinces of Washington, Oregon, Idaho, Montana, British Columbia, Alberta, Manitoba and Saskatchewan.
It is resolved to amend its by-laws to reflect the following:
The Association shall be known as the Great Western Audience Alliance, (GWAA), 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, First Vice President and Second Vice President, Third Vice President and Immediate Past President.
The 1st Vice President will automatically assume the office of President upon expiration of his/her term as 1st Vice President. Should the Office of President be vacated, the 1st 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. The 2nd Vice President will automatically assume the role of 1st Vice President upon completion of the term of office. The 3rd Vice President will automatically assume the role of 2nd Vice President upon completion of the term of office. A new 3rd Vice President shall be elected by ballot at each annual meeting of the Association, and must receive a majority of the votes cast by active members present. All officers shall hold their offices for a period of one (1) year 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. In year 1 of the merger, three of the initial slate of directors will serve a three-year term.
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 a smooth transition to one organization, the following slate of officers is proposed providing equal representation from each current organization and allowing both current presidents to remain as officers for two years, then roll off the Board of the new organization.
Immediate Past President – Troy Niday (current president CWCMA)
- Counsel and support of President and Board
- Nominating Committee
President – Jim Wall (current president NICE)
- Senior Officer of the Board of Director
- Content & Programming to Membership
- Annual Conference
- Board Development
1st Vice President – Maria Ravera (current president-elect CWCMA)
- Sponsorship and Business Partner Liaison
2nd Vice President – Nancy Guardino (current 1st vice president - NICE)
3rd Vice President – Nichole Wolf (current 1st vice president CWCMA)
- Communication: Newsletters and Website
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 Constitution and 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 is will be allowed via e-mail from primary members that are unable attend the conference. When such a vote is required, the Board of Directors will establish the date and time during the annual conference for the vote. Any proposed amendment must be submitted in writing to the officers of the Association and any such amendment shall be signed by at least three (3) active members of the Association. No proposed amendment may be voted upon at the annual meeting of the Association unless the proposed amendment has been printed in full in that edition of the Association’s bulletin that immediately precedes the opening of the Association’s annual meeting.
Any decision to dissolve GWAA; merge GWAA with another Association; or to make GWAA a subordinate affiliate of another Association would be a fundamental change in the direction of GWAA and would necessarily require an amendment to the Constitution and 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 reduced to 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 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. Three directors will be from each of the following two groups. Each Director will serve two-year terms. Three (3) of the initial group of six (6) Directors will serve a three-year term.
Group 1 – Arizona, California, Hawaii and New Mexico
Group 2 – Alaska, Idaho, Montana, Nevada, Oregon, Utah, Washington, Alberta, British Columbia, Manitoba and Saskatchewan
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. 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 given by mailing, either by US Mail or email, of notice thereof to each Officer and Director at least ten (10) days before the date of the meeting. The Secretary, the President, or the Directors calling the meeting may send the notice.
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 GWAA 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 Buyer’s Guide & Conference Program;
- Collect and account for all receivables for the Association, including dues and advertising fees;
- Coordinate with chairperson of sectionals and seminars for promotion, advertising, collection of fees, and payment of expenses;
- Forward monthly bank statements to the Executive Committee;
- Engage a qualified Certified Public Accountant to prepare tax returns and audit the financial records of GWAA;
- Ensure that all state and federal reports are submitted on a timely basis;
- Assist the Board in solicitation of new members as new people are hired at newspapers in the five Western states;
- 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 GWAA equipment and records;
- Assist the Newsletter Chairperson;
- Work with the sectional chairpersons to produce the events;
- Keep the GWAA 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. Newsletter Chairperson – The Newsletter Chairperson shall be an active member of the Association in good standing. The Newsletter Chairperson is eligible to hold another office on the board along while being the Newsletter Chairperson. He/she shall be responsible for producing the Association’s Newsletter at a frequency to be determined by the Board of Directors. He/she shall perform such other duties as may pertain to his/her position, or which the Board of Directors may assign to him/her.
Section 7. Special Meetings – The President or a majority of the Board of Directors may call special meetings. Notice of all special meetings shall be given by mailing, either by US Mail or email, of notice thereof to each Officer and Director at least ten (10) days before the date of the meeting. The Secretary, the President, or the Directors calling the meeting may send the notice.
Section 8. Quorum – A majority of the members of the Board of Directors shall constitute a quorum at any meeting thereof to transact business.
Section 9. Order of Business – The Board of Directors may adopt its own rules of order of business not inconsistent with the provisions of this Constitution and 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 President shall annually appoint a Board of Auditors consisting of not less than two (2) members of the Association, whose duties it shall be to 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 1-year term at each position starting from 3rd Vice President to Immediate Past President.
Section 1. Immediate Past President
The Immediate Past President shall be an active member of the Association in good standing. He/she 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. He/she 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 Constitution and 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 his/her office, or which may be assigned to him/her by the Board of Directors.
Section 3. First Vice President – The First Vice President shall be an active member of the Association in good standing. He/she 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 and chairperson of the Advertising Committee of all Association events. The 1st Vice President shall assume the duties of the Presidency upon expiration of his/her term as 1st Vice President and shall perform such other duties as may be assigned to him/her by the Board of Directors.
Section 4. Second Vice President – The Second Vice President shall be an active member of the Association in good standing. He/she shall discharge the duties of the 1st Vice President in the event of absence or disability of the 1st Vice President. In addition, he/she shall act as Chairperson for all Membership and membership drives, marketing and events, and shall perform such other duties as may be assigned to him/her by the Board of Directors.
Section 5. Third Vice President The Third Vice President-Secretary/Treasurer shall be an active member of the Association in good standing. He/she shall discharge the duties of the 2nd Vice President in the event of absence or disability of the 1st Vice President. In addition, he/she shall act as Secretary of the Board and Communications Chairperson, as such will handle the three times yearly publication of the newsletter and manage the Association website, and shall perform such other duties as may be assigned to him/her by the Board of Directors.
Section 6. Any elected officer or member of the Board of Directors, who while in office shall sever his/her connection in the position of a newspaper that qualified him/her for active membership, shall immediately present his/her resignation in writing to the President. He/she 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 two election inspectors, 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 office of 3rd Vice President and Directors along with 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 in a leadership role, which must be a salaried exempt position in a circulation department or a related consumer services or audience development area of a media company published or distributed in Alaska, Arizona, California, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, British Columbia, Alberta, Manitoba and Saskatchewan. The business manager or publisher of such a media organization must endorse active members. The highest ranking member from a newspaper will be the active primary (voting) member of the association, unless designated otherwise.
Section 1(a). An active associate member of this Association, who shall have no voting rights, must be (1) An individual who was otherwise qualified as an active member under Section 1 above, who was promoted to a higher position on a newspaper of general circulation (2) An ex-circulation manager or an ex-active Great Western Audience Alliance member who is engaged in the publishing industry not below the management level (3) An individual who owns, manages, or represents any business directly affiliated with the newspaper industry.
Nothing in Section 1(a) shall be construed to permit district managers, carriers, dealers, or distributors of any kind to become members of the Great Western Audience Alliance.
Section 1(b). A newspaper of general circulation is a newspaper meeting the following criteria: (1) Publishes news and intelligence of a general character. (2) Has been established for a period of three years and has been disseminated at regular intervals of not less than once a week during each of those three years. (3) Has maintained a minimum coverage of news and intelligence of a general character of not less than 24 percent of its total inches during each of its three years.
Section 2. Application for Membership – All applications for membership must be submitted in writing upon proper form. 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. An associate 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. The general counsel of the Great Western Audience Alliance shall be a non-voting ex-officio member of the Board of Directors.
Section 7. 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 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 Great Western Audience Alliance (GWAA) will make good faith efforts to maintain a balance of geographical representation to ensure all areas covered have a voice in the organization. GWAA will make good faith efforts to ensure that small media companies with respect to total circulation, total audience and total number of employees are represented on the board and have a voice in the organization.
CONSTITUTIONS AND BY-LAWS – REVISED JUNE 20, 2019
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