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Constitution and By-Laws of Northern States Circulation

Managers Association as revised by the Board of Directors meeting held May 22, 1997 and adopted at the annual meeting September 17, 1997, Cragun's Conference Center, Brainerd, Minnesota.

CONSTITUTION

ARTICLE I

The name of this organization will be the Northern States Circulation Managers Association.

ARTICLE II

Membership in this association shall be the closer association of the members to secure and disseminate information which may be of interest of the circulation department of the newspapers with which the members are connected.

ARTICLE III

Membership in this association shall be confined to any person who is primarily in charge of the circulation department of a newspaper or a principal division of the circulation Department of such a newspaper, or any person who is in charge of the Circulation Department or principal divisions of the Circulation Departments of more than one newspaper, or any person whose principal function is the supervision of circulation in a staff position is eligible. This person must be from a newspaper with paid circulation.

ARTICLE IV

The officers of this Association shall be President, Vice-President, Second Vice-President and Secretary-Treasurer. These officers shall be elected at each annual meeting of the Association and must receive a majority of the votes cast by members present and voting. The officers shall hold their office for a period of one year, or until the election of their successors. Each of those said members shall be members of the Board of Directors. The board shall consist of five committee chairpersons and the past president who shall automatically become Chairperson of the Board of Directors. All Board members shall be elected annually. The officers and Board of Directors thus constituted and elected shall conduct the affairs of the Association.

ARTICLE V

The annual meeting of the Association shall be held between September 1 and October 15. The place and date of the meeting shall be decided by the Board of Directors. Time and place of special meetings are to be faxed by the Board of Directors.

ARTICLE VI

The constitution may be amended by a three-fourths favorable vote of the members present at any meeting of this Association, provided that all amendments to the constitution shall be offered in writing at the beginning of such meeting and shall be signed by at least three members of the Association.


BY-LAWS



ARTICLE I - VACANCIES

The Board of Directors shall have the power to fill any and all vacancies that may occur anytime during their term of office. Appointments so made shall be deemed to expire at the next annual meeting of the Association.

ARTICLE II - BOARD MEETINGS

The Board of Directors shall meet upon call of the President. Special meetings may be called at such times and places as may be determined by the President or any three Directors. Notice of special meetings shall be mailed to each member of the Board at least 15 (fifteen) days in advance of such meeting by the President of the Association.

ARTICLE III - QUORUMS

A majority of the members of the Board of Directors shall constitute a quorum to transact Association business. A quorum for the transaction of Association business at any annual or special meeting shall consist of a majority of the members actually present and registered.

ARTICLE IV - RULES OF ORDER

Unless otherwise specified in these by-laws, Roberts Rules of Order shall govern the conduct of this body.

ARTICLE V - DUTIES OF OFFICERS

Section 1. President. The President shall preside at all meetings of the Association, appoint all special and standing committees, unless otherwise provided for in the Constitution and By-Laws, or by action of the Association; and he/she shall perform other duties as may appertain to his/her office, or which may be assigned to him/her by a majority of members.

Section 2. First Vice-President. The First Vice-President shall discharge the duties of the President in case of his/her absence or disability. In addition, he/she shall serve as the program chairperson for the annual meeting.

Section 3. Second Vice-President. The Second Vice-President will take over the duties of the First Vice-President in case of his/her absence or disability. He/she shall also have the specific duty of Convention Secretary and as such handle all details of convention registration and be responsible for review and updating of the constitution and by-laws.

Section 4. Secretary-Treasurer. The Secretary-Treasurer shall keep the records of the Association, and shall attend the correspondence of his/her office. He/she shall conduct 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 perform such other duties as may appertain to this office, or which the Board of Directors may assign to it. He/she shall be custodian of the funds of the Association, and shall pay the same out only upon vouchers, and then only under conditions prescribed by the President or Vice-President. He/She shall keep an account of all transactions of this office and shall make a report of the same to the members at each meeting of the Association. All funds of the Association shall be deposited in a bank or other places of deposit approved by the Board of Directors. The Association financial records to be audited once a year by a committee of two appointed by the Board of Directors.

Section 5. Any elected officer, who while in office shall sever his/her connections with the management and direction of the circulation department of a newspaper, or division thereof, shall, within three months, present his/her resignation in writing to the Secretary-Treasurer who will notify the Board of Directors, who will have an option on whether the resignation shall be accepted at once or at the next annual meeting of the Association.

ARTICLE VI - REMUNERATION, BONDING AND DUTIES OF NON-OFFICERS

Section 1. The Secretary-Treasurer and the Convention Booklet Chairperson shall be bonded in such amount as may be required by the Board of Directors, said bond to be approved by the Board of Directors, and paid for by the Association.

Section 2. The Secretary-Treasurer shall receive remuneration in an amount established by the Board of Directors from the funds of the Association for his/her services and shall be reimbursed for all expenses authorized by the Board of Directors.

Section 3. The Bulletin Chairperson shall receive remuneration in an amount established by the Board of Directors from the funds of the Association for services in arranging for the printing and mailing of association bulletins annually or as otherwise designated.

Section 4. The Convention Buyer's Guide Chairperson shall receive remuneration in an amount established by the Board of Directors from the funds of the Association for services in securing advertising and arranging for the printing of the annual program booklets.

Section 5. NAA Directorate. The NAA Directorate shall receive remuneration in an amount established by the Board of Directors to attend non-conference NAA Board meetings. It is assumed the Directorate will attend the annual NAA meeting and all expenses incurred will be paid for by the Directorate's newspaper.

ARTICLE VII - ANNUAL DUES

Annual Dues: Any changes in the annual dues for maintaining the Association and providing for its expenses shall be recommended by the Board of Directors and voted on by the membership at the Annual meeting.

It shall be the duty of the Secretary-Treasurer to mail a statement of dues to members who do not attend or who attend but do not pay their dues at the annual meeting. If within ninety (90) days after the time of mailing such statement, the member has not paid his/her annual dues, a second statement shall be mailed to last known address of member in arrears. If ninety (90) days after the second statement has been mailed the dues are not paid, the name of the member shall be dropped from the membership roll.

ARTICLE VIII - ORDER OF BUSINESS

The order of business at the annual meeting shall be:

(1) Call to Order.

(2) Consideration and approval of minutes of the previous meeting.

(3) Report of the President.

(4) Report of the Secretary-Treasurer.

(5) Report of Standing Committees.

(6) Unfinished Business.

(7) General Business/New Business.

(8) Program.

(9) Election of Officers.

(10) Adjournment.

ARTICLE IX - HONORARY AND ASSOCIATE MEMBERSHIP

Section 1. Honorary Life Membership in this Association may be conferred upon any active member who has retired. Their name is to be presented to the Board of Directors by a member in good standing and will require a unanimous vote of Board Members present. Such honorary membership shall entitle the owner to all the privileges of the Association except that of the right to vote or hold office.

Section 2. Associate Membership in this Association may be conferred upon anyone who does not qualify for regular membership and whose name may be properly presented by a member in good standing, and who receives the favorable, unanimous vote of all present. Associate Membership shall entitle the owner to all the privileges of the Association except that of the right to hold office. Dues of Associate Members shall be the same as regular members.

ARTICLE X - NOMINATION

All officers and directors shall be nominated by a nominating committee of not less than three members appointed by the Chairman of the Board. Nomination may also be made in open session by individual members of the association.

ARTICLE XI - PRESENTATION

At meetings of the Association, each regular member shall be entitled to one vote.

ARTICLE XII - RESIGNATION

Section 1. Resignation may be made in writing to the Secretary-Treasurer of the Association, and such resignations shall operate as a forfeiture of all rights and interests in the Association.

Section 2. Any member who shall sever his/her connection with the management and direction of the circulation department of a newspaper or division thereof, shall within three (3) months, present his/her resignation in writing to the Secretary-Treasurer who will notify the Board of Directors, who will have the option on whether the resignation will be accepted at once or at the next meeting of the Association. Failure to receive such written resignation within the three (3) months limit shall cause the Secretary-Treasurer to recommend to the Board of directors that the name of the member be dropped from the membership roll.

Section 3. Any member, whose connection with the circulation department of a newspaper is severed due to promotion to management of another department of that or any newspaper within the Northern States Circulation Manager's Association, shall automatically become an associate member of the Association with all rights, privileges and responsibilities retained.

ARTICLE XIII - SUSPENSION AND FORFEITURE

The object of the Association is to promote mutual enlightenment, good fellowship and fraternity. A free interchange of views, with due regard to the rights of all members, is therefore, essential to the proper enjoyment of the fruits of the organization. Any abuse or misuse of the privilege may be cause for forfeiture of his/her membership; said abuse or misuse may become the subject matter of a trial by seven (7) members selected by the presiding officer, such selection to be ratified in a vote of the members assembled in convention.

ARTICLE XIV - REINSTATEMENT

A former member having forfeited his/her membership because of nonpayment of dues may be reinstated upon payment of the current year's dues - such reinstatement being subject to approval of the Board of Directors.

ARTICLE XV - AMENDMENTS

These by-laws may be amended by a three-fourths vote of the members present and voting at any regular or special meeting of the Association.


NORTHERN STATES CIRCULATION MANAGERS ASSOCIATION

STATEMENT OF POLICY

LEFTY HYMES ANNUAL AWARD

The "Lefty Hymes Awards" as inaugurated in 1965 to commemorate Northern States at the annual meeting. The award is in the form a Plaque, appropriately inscribed. The three persons delegated to select the recipient of this Annual Award are: the present Chairman of the Board, the President and 1st Vice-President. The selection must be made in adequate time to assure obtaining the plaque and having it engraved for presentation at the annual meeting. The October Board Meeting of 1969 recommended that the list of Lefty Hymes Awards Winners be included in the annual Convention Book. This would assure a permanent record of past recipients.

CHUCK FREEMAN AWARD CRITERIA

1. Candidates have shown evidence of excellence in the newspaper profession. Their achievements should have helped their newspaper improve profitability and the quality of work life.

2. Candidates have demonstrated customer service standards that go a step beyond what is expected.

3. Candidates have demonstrated helping fellow employees learn and grow by using their talents and skills to benefit others.

4. Candidates have shown a willingness to be team players.

5. Please submit only one nomination per newspaper. The NSCMA Board of Directors are not eligible for nomination.

6. Nominations must be submitted by August 15.


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