TO: AAN Membership
FROM: Fran Zankowski, Chair, Organization and Bylaws Committee
DATE: Thursday, June 17, 2004
RE: Proposed changes and revisions to the bylaws of AAN
At the last annual meeting of AAN, the Organization and Bylaws Committee was charged with the task of revising our association's bylaws. We were asked to submit our recommendations at the next annual meeting. This will take place June 27 in San Antonio, Texas. In preparation for that meeting this report is being forwarded to you.
The committee members are: Clif Garboden, President of AAN, Senior Managing Editor, Boston Phoenix; Andy Newman, Vice President, AAN, Editor, Pittsburgh City Paper; Scott Spear, Senior Vice President, New Times, Inc.; Tim Redmond, Editor, San Francisco Bay Guardian; Ken Neill, Publisher, Memphis Flyer; Mike Lenehan, Executive Editor, Chicago Reader; Jimmy Boegle, Editor, Tucson Weekly; Bradley Zeve, Executive Editor and CEO, Monterey County Weekly; Stephen Leon, Editor and Publisher, Metroland; Fran Zankowski, CEO, Advocate*Weekly Newspapers; and Richard Karpel, Executive Director, AAN, ex officio. The committee met in October in San Antonio, in February in San Francisco, and by conference call in early June.
We had two main objectives. The first was to bring the bylaws into line with the current realities of the association, which has changed dramatically in the 25 years since the bylaws were written. In the beginning, AAN was a volunteer organization with no paid staff, no permanent office, and no significant source of income other than membership dues. The original bylaws contain a number of anachronistic budget procedures but say nothing, for example, about the duties of our executive director.
Our second objective was to address the "daily newspaper clause," which states that a paper applying to AAN may not be "owned by a daily newspaper publishing company or its affiliate." In recent years this clause has led us into absurd contradictions. For example, the present bylaws prohibit us from admitting
a paper owned by a daily, but they say nothing about papers that are acquired by dailies after gaining membership. So Tucson Weekly, purchased by daily-newspaper publisher Wick Communications in 2000, is still an AAN member, but Las Vegas CityLife, also owned by Wick, is prohibited from applying.
The current membership rules have become very difficult for the board to interpret and enforce. Probably the stickiest case involved Cleveland Free Times, which was closed in a deal between New Times Inc. and Village Voice Media and later reopened, under daily-newspaper ownership, following an antitrust settlement negotiated with the two media groups. When Free Times was reopened, it wanted to resume its activities in the association. Was it still a member in good standing? Or had its membership terminated when the paper ceased publication? (This is another area of ambiguity in the current bylaws.) The easy way to resolve the question would have been for Free Times to reapply -- except that now it was owned by a daily and could not do so. After a confusing and sometimes contentious debate, the board ruled that Free Times was still an AAN member -- and immediately charged our committee with the task of revising the bylaws. In addition to taking time and energy that would be better directed elsewhere, the board fears that the inconsistencies that follow from the current bylaws might leave our membership rules open to legal challenge.
The attached document shows our proposed solutions to these problems, with explanations highlighted in red. As we considered these issues we also noticed and attempted to repair minor procedural points, inconsistencies and grammatical errors.
The main changes are:
1. Where the present bylaws emphasize requirements for admission
to the association, the proposed revision gives more emphasis to continuing membership
in the association. The Admissions Committee becomes the Membership Committee. If a member paper falls out of compliance due to a change in controlling ownership or any other reason, there are clear procedures for reviewing the case and affirming or rejecting the paper's membership.
2. The rules for membership and admission are reorganized into sets of "requirements" and "principles." The principles are to "guide" the Membership Committee and the members of the association in their consideration of membership issues. In other words, though they are forceful and clearly stated, they allow for the flexibility that recent history shows is necessary.
3. The prohibition against daily ownership is replaced by this membership principle:
The ownership of a member newspaper 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.
The committee feels that this statement represents the association's values and intentions, and reflects the realities of the modern marketplace far better than the antiquated blanket prohibition against dailies. The current bylaws would reject an alt-weekly owned by a small, family-run daily publisher, but they offer us no rationale for excluding multi-market media conglomerates.
4. One unrelated but nontrivial change: the revised bylaws add one permanent seat to the board of directors, the chairman of the Diversity Committee.
The attached draft is for your review. Again, it shows our recommended revisions and the reasons for each change. There will be time prior to the annual meeting to discuss these suggested revisions and to amend them as may be necessary. In the meantime, I am available, as is Richard Karpel, to answer any questions or concerns you might have.
for a draft of the proposed amendments to the bylaws, along with comments describing each amendment.