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APME Directors Offer Two Proposals to Amend Bylaws

Friday, October 15, 2010   (0 Comments)
Posted by: Laura Sellers-Earl
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APME members,
At next week's conference Oct. 20-22 in St. Petersburg, Fla., you will be asked to consider a change to the APME bylaws. The changes reduce the size of the board of directors from 24 to 21 and would give the board the authorization to amend the bylaws with a two-thirds majority vote.
An earlier membership vote in Las Vegas had agreed to reduce the board membership to 16 by 2011. However, the 2010 board felt that was too few to carry out the mission of APME. As the directors worked through the logistics, the board determined that electing differing numbers of directors each year to reach a total board membership not divisible by three was unnecessarily complex. The board approved offering an amendment to set the total number of board of directors at 21. Approval of this change means that the top five candidates in this year's at-large slate will become directors, instead of four
We are confident these changes will help the APME board be more nimble and responsive.
A copy of the proposed changes is below and will be posted at the conference. The membership will be asked to vote on the changes 5:25 p.m., Thursday, Oct. 21.
Remember to cast your vote in the board election at There is one vote per APME member.
See you in St. Petersburg!
Laura Sellers
APME Board of Directors
Director of Audience Development
East Oregonian Publishing Co.

Two proposed changes to the APME Bylaws for approval at the 2010 conference:

• Set the size of the board to 21 directors;

• Allow the board to amend the bylaws with a two-thirds majority vote.

Summary of board-size amendment:

Set the size of the board of directors to 21 for 2011. This number doesnot include the President, Vice President, Secretary, Chair of Journalism Studies and Treasurer northe executive committee, including the immediate Past President, and theAP officials. Clarify that the dedicated seats for newspapers with under35,000 circulation and online directors will remain, with one positionfrom each being elected each year. Clean up other language to match board makeup and powers of tie-breaking and appointment.

Full text of Article IV:

SECTION 1: The affairs of the Association shall be managed by a Board of Directors. The Board shall consist of 21 members of the Association, to be elected as prescribed in Section 2 of this Article; the officers; and the top two senior news executives of The Associated Press, both of whom shall be members ex officio and the executive committee, including the immediate Past-President. The candidates for the 21 directors are nominated based on circulation size (at large candidates represent publications of more than 35,000 circulation and small newspapers represent those under 35,000), specialty (online) and to ensure geographic, gender and racial diversity. They must be news leaders within an Associated Press- or Canadian Press-member organization and should have participated in APME, or other journalism organizations, on a national or state level.

SECTION 2: Directors shall be elected to serve terms of three years, but no director shall hold office for more than two consecutive terms. A partial term of two years shall be considered a full term for the purposes of this Section. The terms of seven directors shall expire each year. Directors shall continue in office until their successors are elected and shall have qualified. Directors elected as officers of the Association shall relinquish their positions as elected members of the Board of Directors, and any resultant expired terms shall be filled by election at the next annual meeting.

At each annual meeting the members shall elect directors to succeed those whose terms expire at such meeting and also to fill any vacancies in the Board of Directors that may have occurred since the last annual meeting.

There shall be elected each year at least one director representing a newspaper of less than 35,000 circulation according to the latest available audited or sworn circulation figures.

Candidates for the office of director representing a newspaper of less than 35,000 circulation shall be separately nominated and separate ballots shall be cast for that office.

There shall be elected each year at least one director representing the online operation, subsidiary or division of an AP member newspaper or CPnewspaper. Candidates for the office of online director shall be separately nominated and separate ballots shall be cast for that office.

In the event a tie vote affects the outcome of an election to the Board of Directors, the retiring President, Vice President and Secretary shall meet immediately and vote to break the tie. Basis for their decision shall be the candidates' contributions to committee studies and other work for the organization.

SECTION 3: The President shall select a chairman of the Nominating Committee whose duty it shall be to nominate candidates for directors to be elected at the next annual election. The Committee, of at least two directors recruited by the chairman and with input from the board, shall strive to nominate at least twice as many candidates as there are vacancies to be filled in each category of voting. The Committee shall furnish the Secretary, at least thirty days before the date of the annual meeting, with the names of such candidates. The Secretary shall make the names of the candidates available to the members by such means as the Board of Directors may designate from time to time.

SECTION 4: The Board of Directors shall have power to elect, suspend or expel members; to elect and remove officers; to appoint committees; to disburse the funds of the Association; to engage employees and appoint agents; and to devise and carry into execution such measures as they may deem proper and expedient to promote the objectives of the Association and to protect the interests of its members. The votes of a majority of all directors shall be required to elect or remove an officer.

SECTION 5: The Board of Directors shall hold a meeting for the election of the President, Vice President, Secretary and Treasurer during the annual meeting of members and after the results of the election of director of the Association have been certified. Other meetings of the Board of Directors may be held at such times and places as they consider appropriate. When deeming it necessary, the President may, or the Secretary shall, at the request of five members of the Board, issue a call for a meeting of the Board upon seven days' notice.

SECTION 6: A majority of the Board of Directors shall constitute a quorum.

SECTION 7: Any director may be removed either with or without cause by a vote of two-thirds of the directors present at a regular or special meeting or by a vote of two-third of the members present at an annual meeting.

Summary of Bylaws-amendment authority change:

Allows the board of directors to amend the bylaws by a two-thirds majority vote at a meeting of the board or by electronic vote. This is in addition to allowing the members at any annual meeting to amend the bylaws.

Full text of Article VIII

SECTION 1: These Bylaws may be amended by the board of directors at any special or regular meeting or by electronic vote by an affirmative vote of two-thirds of those present or responding.

Bylaws may also be amended by a vote of a majority of those present at any annual meeting of the members of the Association. At an annual meeting, changes to the amendments or proposed amendments shall be made at least 24 hours before action is to be taken thereon. Notice shall be given by posting a copy thereof at or near the entrance to the meeting hall and on the Association’s website,

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