CNBAM

ARTICLE I. Names and Offices
1. Name. The name of the Corporation is “College Newspaper Business and Advertising Managers,” hereafter
known as “CNBAM.”
2. Registered Office. The corporation shall have and continuously maintain in the State of Texas a registered
office, and a registered agent whose office is identical with such registered office, as required by the Texas
Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office
of the corporation in the State of Texas, if any, and the address of the registered office may be changed from
time to time by the Executive Board. The current registered office of the Corporation shall be at Texas Tech
University, 102 Journalism Building, Lubbock, Texas, 79409-3081. The principal office shall be the business
address of the current President.
ARTICLE II. Purpose
The principal purpose of the Corporation shall be to promote high professional standards and ethics among
collegiate newspapers.
ARTICLE III. Members and Meetings Thereof
1. Powers. All the corporate powers, except such as otherwise provided for in these bylaws and in the laws of
the State of Texas, shall be and are hereby vested in and shall be exercised by the individuals serving as an
Executive Board.
2. Conduct of Meetings. Meetings shall be conducted in accordance with Robert’s Rules of Order unless otherwise
stated in the bylaws.
3. Membership.
(a) Membership in the Corporation shall be by university or college newspapers, associate groups, special
honorary appointments, or the duly elected Executive Board then in office; provided, however, that
none of the above are violative of their duties as set forth in these bylaws or of the following respective
proscriptions of membership:
(1) Newspaper Membership: newspapers may be members after paying annual dues if they are
(i) a student newspaper officially recognized by and organized as an entity within a college or
university, or
(ii) a student newspaper published by an independently incorporated non-profit corporation,
or
(iii) a student newspaper published by a for-profit company which publishes only one such
newspaper and is officially recognized by a college or university.
Membership dues and conference registration fees will be determined by the Executive
Board.
(2) Associate Membership: The Executive Board may, as it deems proper, accept associate membership
of professional organizations, newspaper representative firms, journalism schools, and newspaper
professionals and/or their respective newspapers. Associate members shall not have voting rights nor
hold office in the Corporation. Associate membership dues and conference registration fees shall be
determined periodically by the Executive Board.
cnbam
(3) Honorary Membership: The Executive Board may appoint honorary memberships. Honorary members
attend conventions, receive newsletters, and enjoy other membership privileges but shall not be able
to vote. Honorary members shall not pay dues.
(b) Any member may resign by filing a written resignation with the Secretary, but such resignation shall
not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges
theretofore accrued and unpaid.
(c) Upon written request signed by a former member and filed with the Secretary, the Executive Board
may, by the affirmative vote of two-thirds of the members of the Executive Board, reinstate such former
member to membership on such terms as the Executive Board may deem appropriate.
(d) Membership in this Corporation is not transferable or assignable.
4. Election of Executive Board. The affairs of the Corporation shall be managed by its Executive Board.
Executive Board members need not be residents of the State of Texas. The officers of the corporation shall
be ex officio members of the Executive Board. Nominations for the Executive Board may be made by member
newspapers only. The Executive Board members shall be elected by a majority vote of member newspapers in
good standing, attending the convention. There shall be nine (9) members elected to serve on the Executive
Board. The officer of President will be elected for a two-year term ending in odd-numbered years. The officers
of Secretary/Treasurer and Vice President/Membership will be elected for two-year terms ending in even-numbered
years. The officers of Vice President/Public Relations, Vice President/Convention Planning-Elect, Vice
President/Awards and Student Representative will be elected for one-year terms each year. All such elections
shall be held at the annual convention, with terms officially commencing July 1, allowing for a transition period
of two to three months following election. Members of the Executive Board may be reelected and may serve
an unlimited number of successive terms. The members of the Executive Board shall be elected only after reasonable
public hearing is provided for interested persons of member newspapers to apply for the positions or
to express their views on who shall be elected pursuant to the foregoing provision. All voting officers must,
at the time of their election and for the duration of their term, be working for member newspapers in good
standing attending the convention.
5. Removal of Executive Board. Any member may be removed from the Executive Board with due cause by the
affirmative vote of two-thirds (2/3) of all voting Executive Board members.
6. Vacancies. Any vacancy occurring at the time of the annual meeting shall be filled by election at that time.
Any vacancy in the Executive Board during the year may be filled for the unexpired portion of the term by an
appointment of the President after consulting with all Executive Board members. In the event the President cannot
complete his/her term, the Past President shall serve as President for the unexpired term or until another
Executive Board member is ratified by affirmative vote of the majority thereof.
7. Meetings of Members.
(a) The annual meeting shall be held in the spring before the annual convention is over and shall be held
at the convention site.
(b) Notice of the time, place and purpose or purposes of annual or special meetings shall be given or
served, either personally or by mail or by telephone or by email upon each member who appears upon the
current membership list as maintained by the Secretary/Treasurer of the Corporation. Notice of any annual
or special meeting shall be given not less than thirty (30) days prior to the date of such meeting.
(c) All special meetings of the members shall be held upon call by a majority of the Executive Board members
or upon written request signed by the members holding not less than one-fourth (1/4) of the voting
membership for the Corporation. At such special meetings no other business shall be transacted except
that mentioned in the written call notice unless by unanimous consent of all members present.
(d) At all meetings of the membership there shall be present, in order to constitute a quorum for the
transaction of business, members holding one-fourth (1/4) of the membership of the Corporation.
8. Meetings of Executive Board.
(a) The Executive Board must have a meeting within ninety (90) days of the latest annual meeting. Regular
meetings of the Executive Board shall be held at such time and place as the President may determine.
(b) Special meetings may be called by the President, and must be called by the President on the receipt of
written request of any member of the Executive Board.
(c) Telephone conference calls qualify as a meeting.
ARTICLE IV. Officers
1. The Officers of the Corporation shall be the President, the Vice President/Public Relations, the Vice President/
Convention Planning, the Vice President/Convention Planning-Elect, the Vice President/Membership, the
Secretary/Treasurer, the Vice President/Awards, the Student Representative and the Past President. All Executive
Board members are officers and members of the Board of Directors. Any two [or more] offices may be
held by one person in the event of an unexpected vacancy, with the exception that the offices President and
Secretary/Treasurer may not be held by the same person. Specific position descriptions and responsibilities for
each office are outlined in CNBAM’s Policies and Procedures manual maintained by the Past President.
2. The President shall establish and guide the Board’s yearly goals and objectives. Pursuant to these objectives,
the President shall appoint committee members, approve expenditures, sign checks, assign and ensure the
completion of Executive Board duties, establish agendas, disseminate all information, handle correspondence,
prepare the President’s Report, schedule annual audit, chair and schedule all meetings, write convention invitations
to national representatives, and serve on liaison committees, i.e. CMA. In the event of a tie, the President
shall cast the tie-breaking vote; this is in addition to the vote of his/her respective newspaper.
3. The Vice President/Public Relations shall be responsible for the entire newsletter and website, including
the solicitation of articles and/or newsletter committee members, selling of ads, production, duplication, and
mailing. This person shall serve as CNBAM’s liaison with professional organizations.
4. The Vice President/Convention Planning shall organize, coordinate, and conclude all business related to
CNBAM’s annual convention. Such responsibilities include, but are not limited to: establishing a convention
center in the site location; drawing convention flow charts, including session times, topics, and moderators;
arranging meals; inviting the “host” commercial newspaper; contacting the convention bureau and obtaining
necessary and available services and materials; and reporting convention topics and/or agenda in the preconvention
newsletter.
5. The Vice President/Convention Planning-Elect shall assist the current officeholder in the convention year
in which he/she is elected and shall be principally responsible for convention duties/facilities planning for the
following year. This person automatically becomes Vice President/Convention Planning for the following year;
the person elected to this position must therefore be prepared to serve on the Board for two years.
6. The Secretary/Treasurer, due to the position’s demands of time and professional expertise, should be
filled by a person having had suitable professional experience in college newspapers. The Secretary/Treasurer’s
responsibilities shall include: billing member newspapers for dues; collecting member information sheets; developing
yearly budgets and financial statements; filing appropriate tax forms; maintaining CNBAM’s permanent
records; preparing and signing checks for payment of bills; billing and collecting from newsletter advertisers;
handling convention financial planning; preparing membership certificates for new members; and maintaining
and upgrading the newsletter mailing list. The Secretary/Treasurer shall also record the minutes of the Executive
Board and other meetings, and send copies to all Executive Board members.
7. The Vice President/Membership shall implement programs to retain existing members and recruit new
members; develop and furnish member newspapers with member-only benefits that the Executive Board may
from time to time approve; develop public relations material for recruitment; recruit members for, plan activities
of, and chair a committee of Regional Representatives who shall seek to attract new members; assist Regional
Representatives or other members who wish to host a regional CNBAM conference; ensure that any newspaper
which has not renewed its membership is personally contacted prior to the convention; report the status of
membership renewals, new members, and any incentive, member benefits, or other recruitment programs
which the Executive Board may have approved for implementation.
8. The Vice President/Awards shall be responsible for supervising all contest and awards activities including
writing and revising contest rules, recruiting contest judges, and coordinating the award presentations at the
annual convention.
9. The Student Representative shall handle all student affairs activities of the organization.
10. The Past President. Upon completion of his/her term as President, the President will serve as Past President
and, as such, as an advisor to the President and the Executive Board. The Past President shall be responsible
for revising the CNBAM bylaws if any changes are made therein at the annual convention, and maintaining the
history of the organization. In the absence or incapacity of the President, the Past President shall fill the role
of President.
ARTICLE V. Agents and Representatives
The President may appoint agents and representatives of the Corporation with such powers and to perform
such acts or duties on behalf of the Corporation as the Executive Board may see fit, so far as may be consistent
with these bylaws, to the extent authorized by the Executive Board; provided, however, that any agent so
authorized shall not take any action without first providing full knowledge of his/her actions to all Executive
Board members.
ARTICLE VI. Contracts
The President, except as in these bylaws otherwise provided, may authorize any officer or agent to enter into
any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, provided,
however, that such authorizations are first subject to the approval of the Executive Board.
ARTICLE VII. Prohibition Against Sharing in Corporate Earnings
No Executive Board member, member newspaper, or any private individual shall receive at any time any of the
net earnings or pecuniary profit from the operations of the Corporation, provided that this shall not prevent
payment to any such person of such reasonable compensation for services rendered to or for the Corporation
in effecting any of its purposes as shall be defined by the Executive Board; and no such person or persons shall
be entitled to share in the distribution of any of the corporate assets upon the dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary. The assets of the Corporation, after all debts have
been satisfied, then remaining in the hands of the Executive Board shall be distributed, transferred, conveyed,
delivered, and paid over to non-profit corporations in keeping with the goals of the Corporation, provided,
however, that such recipient(s) are of 501(c)(3) status.
ARTICLE VIII. Exempt Activities
Notwithstanding any other provision of these bylaws, no member, officer, or representative of the Corporation
shall take any actions or carry on any activity by or on behalf of the Corporation not permitted to be taken or
carried on by an organization exempt under Section 501(c)(3 ) of the Internal Revenue Code of 1954 and its
Regulations as they now exist or as they may hereafter be amended.
ARTICLE IX. Indemnification
To the extent permitted by Texas Business Corporation Act, Article 2.02-1, as amended or as hereafter amended,
and which is incorporated by reference as if set forth in full herein, the Executive Board shall authorize the
Corporation to indemnify any present or former Executive Board member, officer, employee, or agent of the
Corporation against judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable
expenses actually incurred by the person in connection with a proceeding in which the person was, is, or
is threatened to be, made a named defendant or respondent because the person is or was an Executive Board
member, officer, employee, or agent of the Corporation.
ARTICLE X. Amendments
Member newspapers in good standing attending the annual meeting shall have the power to make, alter, amend,
and repeal the bylaws of the Corporation at the time of the annual meeting by affirmative vote of two-thirds
(2/3) majority of all members attending the annual meeting; provided, however, that the action proposed is
presented in writing to the President or Secretary at least twenty-four (24) hours prior to the annual meeting.
Bylaws adopted April, 1982
Amended April, 1983
Amended April, 1984
Amended April, 1985
Amended April, 1986
Organizational Bylaws of 1982 repealed April, 1988
Operational Bylaws adopted April, 1988
Amended April, 1990
Amended April, 1993
Amended April, 1994
Amended April, 1995
Amended March, 1998
Amended April, 2000
Amended March, 2001
Amended March, 2005
Amended March, 2007