AAN Bylaws

BYLAWS OF THE ASSOCIATION OF ALTERNATIVE NEWSMEDIA
(AMENDED JULY 12, 2014)


MISSION STATEMENT

AAN exists to help its members grow and flourish. Accordingly, the association will work to:

1. Promote editorial excellence among its members;

2. Facilitate access to information to enable member publications to raise their level of professional and business performance;

3. Support the marketing and advertising efforts of member publications;

4. Increase awareness of the alternative media; and

5. Advocate the interests of the industry.

ARTICLE I. MEMBERSHIP

Section 1. REGULAR MEMBERSHIP. The Regular membership of the association shall consist of general interest alternative publications, defined as printed newspapers and online news outlets, with each publication being entitled to one such membership. Any publishing company publishing more than one publication shall be entitled to multiple Regular memberships, provided that: separate annual membership dues are paid by each publication; that each publication submits a separate membership application; and that each publication satisfies the membership criteria as set forth in this Article. The total votes of any single publishing company on any issue (excluding proxies held by such company) shall not exceed 15 percent of the total Regular memberships at the time of the vote.

Section 2. AFFILIATE MEMBERSHIP. There shall be two types of publications eligible for Affiliate membership.

Publications that have a niche market, such as GLBT-only, ethnic or arts/entertainment vehicles would be able to apply for Affiliate membership under the same application process required for regular membership.

Publications that apply for Regular membership and are otherwise qualified, but the Membership Committee holds concerns regarding the applicant's eligibility under the Principles set forth in Section 8, may be offered an Affiliate membership at the recommendation of the Membership Committee and by vote of the General Membership as set forth in Section 6. All Affiliate members have the opportunity to reapply for Regular membership at a later date or remain permanently as an Affiliate Member.

Any publishing company publishing more than one publication shall be entitled to multiple Affiliate memberships, provided that: separate annual membership dues are paid by each publication; that each publication submits a separate membership application; and that each publication satisfies the membership criteria as set forth in this Article.

An Affiliate member shall be entitled to attend conventions, annual and special membership meetings, serve on committees (other than the Membership Committee) and have access to the e-mail list.

Section 3. COLLEGIATE MEMBERSHIP. Any college or university that has a program, department or individual news publication that promotes or encourages the development of journalists A collegiate member shall be entitled to attend conventions, annual and special membership meetings, serve on committees (other than the Membership Committee) and have access to the e-mail list.

Section 4. ASSOCIATE MEMBERSHIP. Any entity that supplies goods or services to the alternative newsmedia or the alternative newsmedia industry, including, but not limited to, entities that represent alternative newsmedia in the sale of advertising or distribution services, shall be eligible to be an Associate member. An Associate member shall be admitted to membership with the approval of the President subject to confirmation by a vote of at least two-thirds of the members of the board of directors at its next regular meeting.

Associate members shall be entitled to attend conventions.

Section 5. VOTING. On all matters coming before the membership, each Regular member shall have one vote. Associate, Collegiate, and Affiliate members have no voting rights.

Section 6. ADMISSION. Admission to Regular, Affiliate, or Collegiate membership in the association shall be by written application to the Membership Committee. The Membership Committee shall make its recommendation on each application to the Regular, Affiliate or Collegiate membership at the annual meeting. Each application shall be voted upon at the annual meeting, and approval of two-thirds of the members casting votes shall be required for admission to Regular, Affiliate or Collegiate membership in the association. Membership election shall take place before the annual election of the board of directors, and newly admitted Regular members shall be eligible to vote in such board election.

Section 7. MEMBERSHIP REQUIREMENTS. The aim of the membership requirements is to expand the association and its usefulness without diluting its character. Each applicant for Regular or Affiliate membership shall have published its alternative publication under its current majority ownership continuously for at least 6 months prior to its application and shall meet the following requirements at the time of admission and shall remain eligible for continued Regular or Affiliate membership only for so long as it continues to do so.

Each Regular or Affiliate member must disclose the names of all persons or entities owning, directly or indirectly, beneficially or of record, at least one percent of its alternative publication. Normally, this disclosure will be of the ownership of the member, unless persons or entities own or control the publication by other means than through ownership of member. Indirect and beneficial interest shall include loans, debentures and other debt that is convertible into stock or grants certain rights of control or management. For this purpose, the member shall disclose the owners of one percent or more of the equity in each of the entities that own, directly or indirectly, one percent of the publication. No disclosure need be made with respect to ownership by individuals or companies whose common stock is registered with the Securities and Exchange Commission and whose reporting to the SEC is current. Ownership disclosure must accompany any application for membership and shall be provided at the time of any change of controlling ownership or majority control of a member.

SECTION 8. MEMBERSHIP PRINCIPLES. The following principles shall guide the Membership Committee and Regular membership in their consideration of new Regular member applications, and Regular membership affirmations as described in Section 9 below:

A. The Regular member publication shall be of general interest and not a "special interest publication," i.e. a publication with a narrow concentration on subjects including, but not exclusively, music, entertainment, religion, the environment, or a political party or organization.

B. A Regular member publication shall exhibit sufficient public service through journalism and editorial distinction and excellence to merit designation as a positive editorial alternative to mainstream journalism.

C. A Regular member publication shall enhance the usefulness and strengthen the character of the association.

D. The ownership of a Regular member publication shall reflect and advance the values of the association including but not limited to the following:

1) Editorial independence and integrity

2) Ethical business practices

3) Competitive editorial and business environment, especially within local markets

4) A multiplicity and diversity of media voices

5) Independence from media conglomerates or other entities deemed detrimental to the interest of the alternative press and the maintenance of media diversity.

Section 9. STATUS. Regular, Affiliate or Collegiate Membership in the association shall not be personal and shall terminate automatically if the Regular, Affiliate or Collegiate member ceases publication for more than 60 days. If there is a change of controlling ownership or majority control of a Regular, Affiliate or Collegiate member, the Regular, Affiliate or Collegiate membership shall automatically transfer to the new publisher so long as such publisher meets the Regular, Affiliate or Collegiate membership requirements set forth in Section 7. Such transfer of Regular, Affiliate or Collegiate membership must be affirmed or rejected, based on criteria set forth in Section 8, by a vote of the Regular membership at its annual meeting, provided that such vote must be taken no earlier than nine months after the change of ownership or control of the publication and no later than 24 months after such change. A Regular, Affiliate or Collegiate membership shall be affirmed by a vote of one third or more of the Regular members of the Association present at any annual meeting at which there is a quorum.

Section 10. TERMINATION. Any Regular, Associate, Affiliate or Collegiate Membership in the Association may be terminated for the reasons, and in accordance with the procedures, set forth in Subsections A-D below.

A. ACTIONS DETRIMENTAL TO BEST INTERESTS; FAILURE TO PARTICIPATE. Termination of membership for any action by a member that is detrimental to the best interest of the Association, or for failure to actively support Association purposes or to actively participate in Association activities, may be initiated by petition of at least one-third of the Regular members or a vote of three-fourths of the board of directors. In such event, the president shall notify the affected member in writing of the reasons for the proposed termination, and of the time and place of the meeting at which termination is to be considered, which notice shall be given not less than ten days prior to the meeting. At the meeting, the affected member shall be entitled to respond to the stated reasons for the proposed termination. Alternatively, the president is empowered to conduct a vote on the termination resolution by transmitting a ballot to all Regular members. In the event that the vote is by ballot, the president shall so notify the member whose membership is proposed for termination and provide such member 10 days in which to submit a response to the reasons for termination. Such reasons for termination and any response from the affected member shall be included with the ballot and transmitted to all Regular members. Removal shall require the vote of two-thirds of the Regular membership.

B. TERMINATION FOR NON-PAYMENT OF DUES. Termination for non-payment of dues may occur according to the following process:

1) Members that have not paid 90 days after billing will be notified in writing.

2) With the approval of the executive committee, the executive director shall be empowered to terminate the membership of any members that have not paid 180 days after billing.

3) Any member whose membership is terminated for non-payment of dues may reapply for membership under the regular application process described above in Section 6.

C. TERMINATION FOR FAILURE TO MAINTAIN MEMBERSHIP REQUIREMENTS. Membership shall be terminated by written notice from the Executive Director in the following circumstances:

1) The member fails to comply with the Membership Requirements;

2) The member is published less frequently than biweekly for a period of 90 days or more.

3) Any member whose membership is terminated under Section 10C(1) or (2) may reapply for membership under the regular application process described above in Section 5.

D. TERMINATION FOR FAILURE TO ADHERE TO MEMBERSHIP PRINCIPLES. Membership in the Association may be terminated if a member fails to adhere to the Membership Principles set forth in Sections 8A-D. Such termination may be initiated by petition of at least one-third of the Regular members or a vote of three-fourths of the board of directors. If so initiated, the president shall appoint a committee to review the affected publication, which review shall include reading at least 3 consecutive issues/editions of such publication and hearing a response, oral or written, from management of the affected publication. The committee shall issue a report of its findings and a recommendation whether or not to terminate, to the full membership. Vote on termination under this Section 10D shall be in accordance with the provisions of Section 10A above. The process, from its initiation to vote of the membership, shall not be concluded in less than one year. Removal shall require the vote of two-thirds of the Regular membership.

ARTICLE II. MEETINGS OF MEMBERS

Section 1. ANNUAL MEETINGS. The annual meeting of the members for purposes of electing officers, selecting committees, budgeting and charging committees, admitting and terminating members, approving borrowing or lending, amending the bylaws and for the transaction of such other business as may properly come before the meeting, shall be held at the annual convention of the membership on that day of the year as determined by the board of directors.

Section 2. SPECIAL MEETINGS. Special meetings of the membership for any purpose may be called at any time by the president or the board of directors. Special meetings of the membership may also be called by petition of Regular members having at least one-third of the votes entitled to be cast at such a meeting. The petition shall clearly describe the resolutions to be considered during the special meeting. Upon request by such Regular members, it shall be the duty of the secretary of the association to call such a special meeting of the membership to be held at such time and place as the secretary may fix, said time to be not more than fifty days after receipt of said request. Only such resolutions as are set forth in the notice of a special meeting shall be considered and voted upon at said meeting. Special Meetings can be held through use of conference telephone, electronic video screen communication, or other communications equipment as long as all members participating in such meeting can hear one another and as long as there is some means of verifying that (i) a person participating in the meeting is a person entitled to participate in the meeting, and (ii) all actions of, or votes by, are taken or cast only by the members and not by persons who are not members.

Section 3. NOTICE OF MEETINGS. Written notice stating the date, place and hour of the meeting and, in the case of a special meeting, the purposes for which the meeting is called, shall be delivered not less than 20 nor more than 50 days prior to the date of said meeting, at the direction of the president or secretary, to each Regular member entitled to vote at said meeting. Such notice shall be deemed to be delivered when hand-delivered, deposited in the U.S. mail, or sent by express mail or e-mail, addressed to the member at its address as it appears on the association records, with postage or fees prepaid.

Section 4. QUORUM; VOTE. Regular members holding a simple majority of the votes entitled to be cast at any meeting, whether they be represented in person or by proxy, shall constitute a quorum. Unless otherwise provided in the bylaws, the vote of a majority of the votes entitled to be cast by the Regular members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any resolution voted upon by the Regular members.

Section 5. PROXIES. At any annual or special meetings, any Regular member may vote by proxy. Such proxy shall be effective only if executed in writing by the Regular member and received by the president or executive director prior to said meeting. On any matter presented to the Regular members for vote by mail or e-mail, proxies shall not be allowed, and each Regular member's vote must be given by that Regular member to be valid.

ARTICLE III. COMMITTEES

Section 1. POWERS AND QUALIFICATIONS. Standing committees shall be impaneled in the areas of Convention; Organization and Bylaws; Advertising; Editorial; Marketing; Membership; First Amendment; Electronic Publishing; and Design and Production. The committees shall be charged by the membership at its annual meeting as to specific committee goals and procedures. The committees shall have the power to carry out the directives and charges of the membership in their respective areas and to take whatever actions and make whatever recommendations as shall be consistent with the purposes and intentions of the voting membership.

Section 2. NUMBER. The committees shall each consist of a chairperson elected by the Regular members at the annual meeting, with the exception of the Organization and Bylaws committee, which shall be chaired by the vice president; plus representatives of Regular, Affiliate or Collegiate members appointed by the chairperson. Committees may consist of from one to fifteen members, with the exception of the Membership Committee, which must have at least six members, and the First Amendment Committee, whose chair is authorized to appoint a director of the First Amendment Committee from each member publication, to press freedom of information and First Amendment issues locally. Committees shall not include representation by more than two representatives of any publishing company. In the committee selection process, the chairperson shall make efforts to ensure representation within the committees of interests of various circulation types, circulation sizes, geographical locations and market types of member publications.

Section 3. TERMS AND VACANCIES. Committee members shall serve for terms of one year or until such time as they are not reappointed by the chairperson. In the event that a vacancy exists in the office of committee chair, such vacancy may be filled by appointment of the president. Such appointments shall be effective for the remainder of the year in which the vacancy occurred. If more than one year remains in the term of the vacated office, an election shall be held at the next annual meeting following the date on which the vacancy occurred.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. POWERS AND QUALIFICATIONS. The board of directors shall have the power to manage all affairs of the association, including those affairs that are delegated by the membership to the standing committees. The board shall have the further responsibility of facilitating communication and conducting affairs among the various committees. The board shall further fulfill all responsibilities imposed on it by law, but shall not have the authority to amend or alter the bylaws or articles of incorporation; remove any directors or officers of the association; admit or terminate members, except as set forth in these bylaws; adopt a plan of merger or a plan of consolidation with another association; authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and/or assets of the association; authorize a voluntary dissolution of the association or revoke proceedings therefore; adopt a plan for the distribution of the assets of the association; or repeal any prior resolution of a board of directors which by its terms provides that it shall not be repealed by subsequent boards of directors.

Section 2. EXECUTIVE COMMITTEE. An executive committee of the board of directors shall consist of the president, vice president, treasurer, secretary and the immediate past president. The executive committee shall not include representation by more than one member of any publishing company. The executive committee shall be empowered to make all decisions, and conduct all matters, required by the board between board meetings, except for any decisions or matters in which full board or membership voting is required. Any action taken by the executive committee shall be reported promptly, in writing, to the full board and Regular membership.

Section 3. ELECTION AND TERM. The board of directors shall consist of the president, the vice president, the immediate past president, the treasurer, the secretary, and the chairs of the following committees: Advertising, Editorial, Free Speech, Membership, Marketing, Convention, Electronic Publishing, and Design and Production; and 2 at-large directors. The person serving as the immediate past president automatically shall be an additional at-large member of the board for a term of 2 years following his or her service as president. The board shall not include representation by more than 2 members of any single publishing company. In odd-numbered years, the Regular members shall elect (i) the president and vice president; (ii) the chairs of the Advertising, Editorial, Free Speech, and Electronic Publishing committees. In even-numbered years, the Regular members shall elect (i) the secretary and treasurer; (ii) the chairs of the Membership, Marketing, and Design and Production committees, and (iii) two at-large directors to two-year terms. The Convention chair shall be elected annually to serve a one-year term. To qualify for election, appointment, or service as a director, a candidate must be a full-time employee of a Regular member publication or an owner of at least a 2-percent share of a Regular member publication. A director shall continue to serve until his or her successor is duly elected and qualified or until his or her earlier resignation, removal from office or death. All vacancies may be filled by appointment of the president. Such appointments shall be effective for the remainder of the year in which the vacancy occurred. If more than one year is left in the term of the vacated office, an election shall be held at the next annual meeting following the date on which the vacancy occurred.

Section 4. ANNUAL MEETINGS OF THE BOARD. Meetings of the board of directors shall be held at least twice annually. At least one meeting shall take place immediately preceding the annual membership meeting and shall be held at the same place as the annual meeting unless some other place is specified by resolution of the membership.

Section 5. SPECIAL MEETING OF THE BOARD. Special meetings of the board of directors may be held at any place and time, whenever called by the president, or by any 4 or more directors. Special Meetings can be held through use of conference telephone, electronic video screen communication, or other communications equipment as long as all members participating in such meeting can hear one another and as long as there is some means of verifying that (i) a person participating in the meeting is a person entitled to participate in the meeting, and (ii) all actions of, or votes by, are taken or cast only by the members and not by persons who are not members.

Section 6. NOTICE OF MEETING. Notice of the annual meeting of the board of directors shall be required. Notice of the time and place of any special meetings of the board shall be given by the secretary, or by the person or persons calling the meeting, by hand-delivery, United States mail, express mail, e-mail or by personal communication by telephone or otherwise, at least 10 days prior to the date on which the meeting is to be held. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where the director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of the meeting of the board of directors need be specified in the notice or any waiver of notice of such meeting.

Section 7. QUORUM. A simple majority of the board of directors shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board. At any meeting of the board at which a quorum is present, any business may be transacted, and the board may exercise all of its powers.

ARTICLE V. MEETINGS; ACTIONS BY WRITTEN CONSENT

Section 1. OPEN MEETINGS. All board, committee and official association meetings shall be open to all Regular and Affiliate members, unless closed by two-thirds vote of the meeting body.

Section 2. WRITTEN CONSENT. Any corporate action required or permitted by the articles of incorporation or bylaws, or the laws of the state of domicile of the association, to be taken at a meeting of the membership or directors of the association, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two thirds of the members or directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote, and may be described as such.

ARTICLE VI. WAIVER OF NOTICE

Whenever any notice is required to be given to any director of the association by the articles of incorporation or bylaws, or by the laws of the state of domicile of the association, a waiver of notice, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated in the notice, shall be equivalent to the giving of such notice

ARTICLE VII. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Each director or officer now or hereafter serving the association and each person who at the request of or on behalf of the association is now serving or hereafter serves as a trustee, director, or officer of any other corporation, whether for profit or not for profit, and that person's respective heirs, executors, and personal representatives, shall be indemnified by the association against expenses actually and necessarily incurred in connection with the defense of any action, suit or proceeding, in which he or she is made a party by reason of being or having been such a trustee, director, or officer, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for misconduct in the performance of duties, but such indemnification shall not be deemed exclusive of any other rights to which such person may be entitled under any bylaw, agreement, vote of the board of directors, or otherwise.

ARTICLE VIII. OFFICERS

Section 1. OFFICERS ENUMERATED. The officers of the association shall be a president, a vice president, a secretary, and a treasurer, each of whom shall be elected by the Regular members, and shall serve for 2 years or until his or her successor is duly elected in accordance with the staggered election procedures set forth in Article IV, Section 3. In addition to the powers and duties specified in this Article, the officers shall have such powers and perform such duties as the membership may prescribe.

Section 2. PRESIDENT. The president shall exercise the usual executive powers pertaining to the office of president, and shall preside at meetings of the membership and of the board of directors, and shall have such other powers and shall carry out such other responsibilities as otherwise set forth in these articles.

Section 3. VICE PRESIDENT. The vice president shall report directly to the president. The vice president shall assume the position of president if the office of president becomes vacant during the president's term. It is anticipated that the person serving as vice president during the president's final year in office will be elected president for the following term.

Section 4. SECRETARY. The secretary shall keep records of the proceedings of the membership and the board of directors.

Section 5. TREASURER. The treasurer shall have oversight of all funds and investments of the association, and shall review regular books of account on a monthly basis. He or she shall provide a financial statement to the board at all of its meetings and at the annual meeting. In general, he or she will perform all duties incident to the office of treasurer.

Section 6. VACANCIES. Vacancies in any office arising from any cause may be filled by appointment of the president. Such appointments shall be effective for the remainder of the year in which the vacancy occurred. If more than one year is left in the term of the vacated office, an election shall be held at the next annual meeting following the date on which the vacancy occurred.

Section 7. REMOVAL. Any officer may be removed by majority vote of the Regular members.

ARTICLE IX. ADMINISTRATION AND FINANCIAL PROVISION

Section 1. EXECUTIVE DIRECTOR. The board of directors shall have the authority to appoint an executive director. The executive director reports to and serves at the pleasure of the Board. The executive director shall be responsible for the day-to-day operation of the association and its headquarters office, which responsibilities include supervising staff, responding to press and other non-member inquiries, maintaining regular books of account, and signing and executing all contracts and other instruments or obligations in the name of the association, and such other duties and responsibilities as the Board deems necessary.

Section 2. ANNUAL DUES. The annual membership dues for members shall be set from time to time by the membership and shall be payable at the beginning of each fiscal year. Failure to pay dues on time may result in termination of membership.

Section 3. FISCAL YEAR. The fiscal year of the association shall be January 1 through December 31. Any reference in this document to "year" refers to the fiscal year.

Section 4. LOANS PROHIBITED. No loans shall be made by the association to any officer or to any director.

Section 5. BOOKS AND RECORDS. The association shall keep current and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors, and committees. All minutes of board, committee and official association meetings shall be available to Regular members upon request. The association shall keep at its registered office a register of the names and addresses of all members entitled to vote. All books and records of the association may be inspected by any Regular member, or any Regular member's agent or attorney, for any proper purpose at any reasonable time. Certified copies of books and records will also be sent by mail to any Regular member upon written request of the member.

Section 6. AMENDMENT OF BYLAWS. These bylaws may be altered, amended, or repealed by the vote of a two-thirds majority of the Regular members of the association present, represented in person or by proxy, at any annual or special meeting of the membership in which there is a quorum.

Section 7. RULES OF PROCEDURE. The rules of procedure at meetings of the board of directors and membership of the association shall be the rules contained in Robert's Rules of Order on Parliamentary Procedure, as amended, as far as applicable and when not inconsistent with these bylaws, the articles of incorporation, or with any resolution of the board.

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