N.E.A.C.E. | Bylaws

CONSTITUTION & BYLAWS

of the

NEW ENGLAND ASSOCIATION of CIRCULATION EXECUTIVES

ORGANIZED NOVEMBER 1916

Revised May, 2006

ARTICLE I

NAME

This organization shall be known as the New England Association of Circulation Executives (NEACE) with its principle place of business in the six-state region known as New England.

ARTICLE II

PURPOSE

Section 1. The purpose of this Association shall be:

1) The mutual enlightenment of its members;

2) The gathering and dissemination of information for the benefit of its members;

3) The furtherance and promotion of the best interests of the Circulation Departments of

the newspapers with which they are concerned.

Section 2. The members of this Association, in becoming members thereof, hereby signify their intention and purpose to aid and assist each and every member of this association in all aspects of mutual enlightenment for the benefit of the Circulation Department of the newspapers by which said members may be engaged.

Section 3. The Association shall not carry on any activities not permitted by an organization exempt from federal income tax under sections 501 (c) (6) of the Internal Revenue code of 1954, as amended. Subject to the limitations in section 501 (c) (6) of the Internal Revenue code of 1954, as amended, and regulations promulgated thereunder, the Association shall have the powers allowed a charitable organization under state law.

ARTICLE III

MEMBERSHIP

Section 1. CORPORATE MEMBERSHIP: There shall be no corporate members of this association.

Section 2. REGULAR MEMBERSHIP: A regular member of this Association must be employed in connection with the publication of a daily or weekly newspaper published in one of the New England Region states and be associated with the circulation department or a division of said department. Regular members have the right to vote and hold office in the Association.

a. MEMBERSHIP TYPES: Regular membership shall be divided into two categories: Primary & Secondary.

I. Primary shall be defined as that individual with full circulation departmental authority.

II. Secondary will be defined as all individuals other than the Primary member in that organization.

RELATED CAPACITY: Any individual whoÕs position acts in a related capacity or oversight authority of a circulation department at a newspaper, while not residing directly in that department, shall be eligible for regular membership with all rights of voting and to hold any office in the Association, subject to a vote of the Board of Directors.

Section 3. ASSOCIATE MEMBERS: Associate membership may be granted upon the approval of the Board of Directors. Associate members are entitled to all privileges of the Association, as determined by the Board of Directors, except that of the right to vote, hold office or be eligible for any NEACE Scholarship.

Section 4. HONORARY MEMBERS: Honorary membership in this Association may be granted to a member who, upon nomination to the Board of Directors by another member in good standing, receives a unanimous vote of the Board of Directors. Such Honorary Membership shall entitle the holder to all privileges of the Association except that of the right to vote or hold office.

Section 5. HONORARY LIFE MEMBERS: Past NEACE Presidents and Executives of the Year may be designated, upon permanently leaving the newspaper industry, as Honorary Life Members of NEACE and will receive free membership and free registration to Annual conferences.

Section 6. APPLICATION FOR MEMBERSHIP: All applications for membership must be submitted in writing.

Primary members from a newspaper must have said applications signed by the General Manager, Publisher or other executive whoÕs authority includes the circulation department at that newspaper.
Secondary members must have said applications signed by the primary member at said newspaper.
Upon receipt of application for membership by the Secretary and the favorable recommendation of the Board of Directors, membership in the Association will be granted.

Section 7. ANNUAL DUES: Regular and Associate Members shall pay annual dues for maintaining the Association in amounts determined by the Board of Directors. Such dues shall be due and payable January 1 each year.

Section 8. FIRST YEAR'S DUES: The first yearÕs dues shall be prorated in six-month increments and billed upon favorable membership approval by the Board of Directors.

Section 9. MEMBERSHIP TERMINATIONS:

RESIGNATIONS: Resignations may be made in writing to the Secretary of the Association and such resignation shall operate as a forfeiture of all rights and interests in the Association.
SUSPENSIONS AND FORFEITURES: Any member being in arrears for dues more than thirty days shall be denied the rights and privileges of the Association, and if at the expiration of one year such dues remain unpaid, membership will be forfeited.

c. MISCONDUCT: As the object of this Association is to promote mutual enlightenment and good fellowship necessary for the proper enjoyment of the principles of the organization, due regard for comity is essential toward a free exchange of views. Any abuse or misuse of the privileges afforded a member of this Association or any misconduct upon the part of any member will be cause for expulsion.

I. HEARING: The Board of Directors shall have the right, upon majority vote, to expel any member of this Association provided that a hearing shall be granted to the member if the member so desires.

II. APPEAL: Further, any member so expelled shall have the right to appeal to the full body of the membership at the next meeting of the Association, in which case a majority vote of the members present shall be recognized as the final decision of the Association.

d. EMPLOYMENT TERMINATION: Individual membership shall be forfeited upon severed connection with the sponsoring newspaper. However, membership shall remain with the newspaper until a replacement is named or the membership cancelled.

Section 10. STATEMENT OF NON-DISCRIMINATION: Persons of any race and of either sex shall be entitled to all of the rights and privileges generally made available to the Association or its members, and the Association shall not discriminate on the basis of race or sex in administering its policies and programs.

ARTICLE IV

GOVERNMENT

Section 1. BOARD OF DIRECTORS: The business and affairs of NEACE shall fall under the control of and be managed by the Board of Directors, which shall consist of the following 13 persons: Current officers so long as such officers shall not have been removed by the Board, six other Directors and the Vendor Representative. The Board of Directors shall have full authority to promote the objectives for which NEACE is organized.

Section 2. TERM OF OFFICE: Each Director shall serve a term of three (3) years with the number of consecutive terms a Director can serve limited to one (1), with the exception of the Officers and the Vendor Representative. Terms shall begin on the first day following the close of the Annual Conference during which they were elected and end on the last day of the Annual Conference of the 3^rd year after which they were elected. Two (2) Directors shall be elected each year.

Section 3. VENDOR REPRESENTATIVE: A Director representing the interests of Associate Members will be elected each year with no limitations on terms. The term shall begin on the first day following the close of the Annual Conference during which they were elected and end on the last day of the Annual Conference of the following year after which they were elected.

Section 4. VACANCIES: The Board of Directors may fill vacancies that occur at any time during the year. Appointments so made to fill vacancies shall be deemed to expire at end of the full term of the Director for whom the appointment is made.

Section 5. REGULAR MEETINGS: The Board of Directors shall have meetings at such time and place as determined by the Board.

Section 6. SPECIAL MEETINGS: Special meetings of the Board of Directors may be called by the President or any two Directors.

Section 7. MEETING NOTICE: Notice of all Board meetings shall be sent to all Board members not less than ten (10) days in advance of each meeting.

Section 8. QUORUM: A majority of the Board of Directors shall constitute a quorum to transact Association business.

Section 9. ATTENDANCE: If any Board member fails to attend two or more meetings of the Board of Directors, such Board member may, upon a vote of two thirds (2/3rds) of the disinterested Board members present and voting, be removed from the Board.

Section 10. REMOVAL: Any Director elected or appointed by the Board of Directors may be removed from office by the Board of Directors upon a 2/3rds vote of the disinterested members thereof, whenever in its judgment the best interests of the Association would be served thereby. Any Director so removed shall have the right to appeal to the full body of the membership at the next meeting of the Association, in which case a majority vote of the members present shall be recognized as the final decision of the Association.

Section 11. EMPLOYMENT TERMINATION: A Director who while in office severs connections with the leadership of a newspaper circulation department, or a division thereof, shall immediately present a resignation in writing to the Secretary who will then notify the Board of Directors. The Board of Directors shall have the option on whether the resignation shall be accepted at once or at the annual Conference of the Association.

Section 12. RULES OF ORDER. Robert's Rules of Order shall be the standard parliamentary authority and final arbiter of the Association.

ARTICLE V

DUTIES OF OFFICERS

Section 1. TITLES: The Officers of the organization shall be the Chairperson, President, Executive Vice President, Vice President, Treasurer and Secretary.

Section 2. TERM OF OFFICE: The term for an Officer is one (1) year. Terms shall begin on the first day following the close of the Annual Conference during which they were elected and end upon the last day of Annual Conference the following year.

Section 3. CHAIRPERSON OF THE BOARD: The Chairperson of the Board shall preside at all meetings of the Board of Directors and shall be the Chairperson of the Nominating Committee. The Chairperson of the Board shall perform such duties as may appertain to the office, or which may be assigned by the Board of Directors. The Chairperson of the Board shall be reimbursed for expenses incurred in the performance of duties subject to prior approval of the Board of Directors. In case of a vacancy, the duties shall be assumed by the President.

Section 4. PRESIDENT: The President shall preside at all meetings of the Association and appoint all special and standing committees, unless otherwise provided for in the Constitution and Bylaws or by action of the Association. The President shall perform such duties as may appertain to the office, or which may be assigned by the Board of Directors. The President shall be reimbursed for expenses incurred in the performance of duties subject to prior approval of the Board of Directors. In case of a vacancy, the duties shall be assumed by the Executive Vice President.

Section 5. EXECUTIVE VICE PRESIDENT: The Executive Vice President shall be chairperson of the Program Committee. In case of a vacancy, the duties shall be assumed by the Vice President.

Section 6. VICE PRESIDENT: The Vice President shall be chairperson of the Advertising Committee. In addition, the Vice President shall act in either the SecretaryÕs or TreasurerÕs capacity in case of a vacancy in either of those positions.

Section 7. SECRETARY: The Secretary shall keep as archives, all materials relating to the AssociationÕs history. The secretary shall distribute materials of interest and worth to the association members, submit reports of directors meetings and notify officers and directors of meetings. The Secretary shall compile the proceedings of the annual Conference and other business meetings and distribute those reports to the membership. The Secretary shall furnish Board approved duties and responsibilities to incoming members of the Board of Directors and Committee Chairpersons on an annual basis and when vacancies occur.

The Secretary shall be reimbursed monthly for expenses incurred in the performance of duties subject to prior approval of the Board of Directors. The Secretary shall make photocopies of all checks received for the Association and then forward said checks to the Treasurer for deposit in the AssociationÕs accounts. The Secretary shall be the second signer on any checks issued by the Association in excess of five hundred dollars ($500). The Secretary will maintain bonding in such amount as may be required by the Board of Directors, said bond to be approved by the Board, obtained annually by the Treasurer and paid for by the Association. The Secretary shall perform such other duties as may appertain to the office, which may be assigned by the Board of Directors.

Section 8. TREASURER: The Treasurer shall keep the membership and financial records of the Association, collect all funds due the Association and retain in the care of the Treasurer all funds of the Association. The Treasurer shall annually obtain bonding for the positions of Secretary and Treasurer in such amount as may be required by the Board of Directors, said bond to be approved by the Board and paid for by the Association. The Treasurer shall deposit the funds of the Association in banks or other places of deposit approved by the Board of Directors. The Treasurer will pay out the funds of the Association only under the conditions as prescribed by the Board of Directors including requirement that Secretary be second signer on any checks issued by the Association in excess of five hundred dollars ($500). The Treasurer will comply with the requirements of Article VII, Section 1 of the Bylaws regarding annual audits and will keep the books of the Association in a manner that is acceptable to an outside licensed, independent auditing firm. The Treasurer will present the Annual Audited Report at the Annual Conference and said report will be published in the proceedings report. The Treasurer shall be reimbursed monthly for expenses incurred in the performance of duties subject to prior approval of the Board of Directors. The Treasurer shall perform such other duties as may appertain to the office, which may be assigned by the Board of Directors.

Section 9. VACANCIES: The Board of Directors may fill vacancies that occur at any time during the year. Appointments so made to fill vacancies shall be deemed to expire at the end of the full term of the Officer for whom the appointment is made.

Section 10. REMOVAL: Any Officer elected or appointed by the Board of Directors may be removed from office by the Board of Directors upon a 2/3rds vote of the disinterested members thereof, whenever in its judgment the best interests of the Association would be served thereby. Any Officer so removed shall have the right to appeal to the full body of the membership at the next meeting of the Association, in which case a majority vote of the members present shall be recognized as the final decision of the Association.

Section 11. EMPLOYMENT TERMINATION: An Officer who while in office severs connections with the leadership of a newspaper circulation department or a division thereof, shall immediately present a resignation in writing to the Secretary who will then notify the Board of Directors. The Board of Directors shall have the option on whether the resignation shall be accepted at once or at the annual Conference of the Association.

ARTICLE VI

MEETINGS

Section 1. ANNUAL CONFERENCE: The Annual Conference of the Association will be held in the spring. The site and date will be left to the discretion of the Officers and Directors.

Section 2. SPECIAL MEETINGS: The Board of Directors may, in its discretion, call special meetings of the Association to consider special subjects. Also, upon written request of not fewer than one-tenth of the members, and upon stating the subject of the meeting, the Board of Directors shall call a special meeting on behalf of the petitioners. In either case, notice of special meetings shall be sent at least ten days prior to the date fixed thereof.

Section 3. QUORUM: A majority of the regular members of the Association registered at such meetings shall constitute a quorum.

Section 4. ADJOURNMENT: Meetings of the Association may be adjourned at such time and place as may be determined upon during said meeting. If no quorum may be present at any meeting, an adjournment may be taken to any other day with the same effect as if the meeting had been held at the time originally fixed.

ARTICLE VII

GENERAL PROVISIONS

Section 1. AUDITS: The treasurer shall contract with an independent auditing firm and shall have all books, accounts and records audited annually. The independent auditing firm shall prepare an acceptable financial report that will be presented to the Board of Directors at a full board meeting prior to the Annual Meeting. Upon acceptance by the Board of Directors, the full financial report will be presented in writing to the membership at the Annual Meeting. All books, accounts and records of the Association shall at all times be open to the inspection of the officers and Board of Directors, individually and collectively. It is the duty of the treasurer to have present at each annual meeting, all the records, account books, vouchers and other documents belonging to the Association.

Section 2. ORDER OF BUSINESS AT ALL REGULAR MEETINGS:

1. Call to order

2. Reading of Minutes

3. Report of President

4. Report of Secretary

5. Report of Treasurer

6. Report of Committees

7. General Business Session

8. Elections (Annual Meeting)

9. Unfinished business and new business

Section 3. APPOINTMENT OF COMMITTEES: At the close of each Annual Conference, the President shall meet with the Board of Directors and appoint the chairs for all standing and special committees who shall serve until the next Annual Conference. The following standing committees shall be appointed by the President:

1. Bylaws and Resolutions

2. Newsboy Statue

3. Membership

4. Nominating

5. Legislative

6. Postal Regulations

7. Audit Bureau of Circulations

8. N.I.E.

9. Valor Awards

10. Vendor Liaison

11. Promotion Awards

12. Scholarship

13. Fundraising

14. NEACE.COM

Committee Chairpersons shall submit a brief written summary updating the events/actions of their committee at the Annual and Fall Conference. Such reports shall be submitted to the President and Board of Directors before being distributed to the membership. Committee Chairpersons who feel their updates are significant can request to give a verbal update to the membership at either conference.

Section 4. NAA CIRCULATION FEDERATION REPRESENTATIVE: A voting member of NEACE, whose newspaper is also a member of the Newspaper Association of America, (NAA), shall be appointed every other year at the Annual Conference. The term of office for the NAA Circulation Federation Board Member will be two years, commencing on January 1. The N.E.A.C.E. Board member of the NAA Circulation Federation may serve only two consecutive, two-year terms on the Circulation Federation Board of Directors.

Section 5. NAA MARKETING CONFERENCE REPRESENTATION: In the event that the appointed NAA Circulation Federation Board Member is unable to attend the Annual NAA Marketing Conference, the President, subject to approval of the Board of Directors, may appoint a qualified NEACE member to attend said conference.

Section 6. EXPENSE REIMBURSEMENT: The NEACE Member of the NAA Circulation Federation Board of Directors, or any other member duly authorized per Article VII, Section 5, shall be reimbursed for expenses incurred in performance of duties subject to prior approval of the Board of Directors.

ARTICLE VIII

AMENDMENTS

Section 1. VOTING REQUIREMENTS: These bylaws may be amended by a three-fourths vote of regular members present at the Annual Conference of the Association.

Section 2. NOTICE: All amendments to the bylaws shall be offered in writing during the first business day of such annual Conference and shall be signed by at least three members of the Association.

Section 3. ACTION: Action upon all amendments offered shall be deferred until the second business day of the annual Conference.

ARTICLE IX

ELECTIONS

Section 1. NOMINATING COMMITTEE: The nominating committee will consist of four members: the Chairperson of the Board pursuant to Article V, Section 3, the President, the Executive Vice President and the Vice President. In the event of vacancies in any of these standing positions on the nominating committee, the Board of Directors will appoint members to a total of four.

Section 2. SLATE OF CANDIDATES: The nominating committee shall be charged with presenting to the Board of Directors a slate of candidates to serve as Directors and Officers by March 1^st of each year. The Board of Directors shall approve the presentation of the slate of candidates to the membership by majority vote.

Section 3. PRESENTATION: The Chairperson of the Nominating Committee shall present to the membership on the first business day of the Annual Conference, the committeeÕs nominations for vacancies in the slate of Officers and Directors. Further nominations for any positions may be made from the floor by individual eligible members.

Section 4. ELECTION: The election of officers and directors will be held on the second business day of the Annual Conference. Election shall be by a show of hands unless additional nominations are made on the first business day. In the event of a contested election, the election must be by ballots to be counted by two tellers appointed by the Secretary. Only active members who are present for the election shall be permitted to vote.

ARTICLE X

DISSOLUTION

Section 1. No part of the net earnings of the Association shall inure to the benefit of any member, trustee, director, officer of the Association, or to any private individual (except reasonable compensation may be paid for services rendered to or for the Association) and no member, trustee, director or officer of the Association shall be entitled to share in the distribution of any of the assets of the Association upon dissolution of the Association.

Section 2. Upon dissolution of the Association the net assets of the Association shall be distributed to one or more section 501 (c) (3) and/or section 501 (c) (6) corporations for one or more exempt purposes within the meaning of the Internal Revenue code of 1954 as amended, by vote of a majority of the regular members.