NNA board seeks to change association’s bylaws
July 3, 2013
The National Newspaper Association Board of Directors recommends passage of several changes to the NNA Bylaws and one change to the Articles of Incorporation. The vote on the proposed changes will occur at the general membership meeting Sept. 14, 2013, at the NNA Convention in Phoenix, AZ. A full copy of the existing NNA bylaws is available at www.nnaweb.org.
The purposes of the bylaws changes
- To permit the board to appoint two additional at-large directors to consecutive one-year terms with a term limit of three years;
- To make minor changes in wording for contracted services;
- To eliminate a board seat for Suburban Newspapers of America, (now Local Media Association) which has been unfilled since 2008.
ARTICLE 4: BOARD OF DIRECTORS
Section II: Board Composition:
1. The voting members of the NNA Board of Directors shall be composed of the president, vice president, treasurer, and immediate past president; up to eleven (11) regional Directors elected by NNA members; up to five (5) seven (7) at-large Directors nominated by the president and approved by the Board; and three Directors named by NNA sister associations as provided for in this Article.
2. Non-voting members of the Board shall include the chief executive officer of the Association and a designated representative of any government relations firm that may be contractually hired contracted by the Association.
3. Directors shall not receive any compensation for their services. However the Board of Directors may, by Board policy, authorize reimbursement of expenses incurred in the performance of duties.
4. To hold office any Board Member or Officer must have their NNA dues current and paid up to date as defined by Board Policy.
Section VI: At-Large Directors
1. The president may nominate up to five (seven) at-large Directors for Board approval. The at-large Directors may serve three consecutive one-year terms. But may be re-appointed. The term limits may be waived by the Board when it is in the best interest of the Association to do so. There is no limit on the number of annual reappointments they can receive.
2. Vacancies of an unexpired term of an at-large director may be filled at the discretion of the Board.
3. At-large Directors may be removed from their positions for cause as determined by a 75 percent vote of the Board of Directors.
Section VII: Sister Organization Directors
1. The Newspaper Association Managers (NAM) shall have the right to appoint one member to the NNA Board. The member may serve three consecutive one-year terms. The term limits may be waived by the Board when it is in the best interest of the Association to do so. The NAM organization shall set the term for its director.
2. The Suburban Newspapers of America shall have the right to appoint one member to the NNA Board. The SNA organization shall set the term of office for its director.
3. The American Court and Commercial Newspapers association shall have the right to appoint one member to the NNA Board. The member may serve three consecutive one-year terms. The term limits may be waived by the Board when it is in the best interest of the Association to do so. The ACCN organization shall set the term for its director.
4. Directors from these two three sister organizations are voting members of the NNA Board.
NNA Articles of Incorporation
ARTICLES OF INCORPORATION OF NATIONAL NEWSPAPER ASSOCIATION
The undersigned natural persons of the age of twenty-one (21) years or more for the purpose of forming a corporation under the Not-For-Profit Corporation Laws of the State of Missouri, do hereby adopt the following Articles of Incorporation.
FIRST—The name of the corporation is National Newspaper Association.
SECOND—The corporation is a mutual benefit corporation.
THIRD—The period of duration of the corporation is perpetual.
FOURTH—The name and address of the Registered Agent and Registered Office in Missouri is Grace Lynn Edinger, 309 S. Providence Rd., Columbia, MO 65203.
FIFTH—The name and address of the incorporator is Jean Maneke, 620 One Main Plaza, 4435 Main Street, Kansas City, MO 64111.
SIXTH—The corporation shall have members.
SEVENTH—Among the purposes of the corporation shall be to establish a purchasing group to purchase insurance on a group basis.
EIGHTH—The assets of the corporation will be distributed on dissolution as follows: Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which as organized and operated exclusively for such purposes. The corporation reserves the right to amend, alter, change or repeal any provision contained in the foregoing Articles of Incorporation in a manner now or hereafter prescribed by statute, and all rights conferred upon the directors herein are granted subject to this reservation.