AMM Bylaws(Approved September 2014)
ARTICLE I The name of this Association shall be the Association of Medical Media, Inc. The Association shall be incorporated not for profit and no part of the net earnings of the Association shall inure to the benefit of any member, director or officer of the Association, or any private person, except that the Association shall be empowered to pay reasonable compensation for services rendered to or for the Association and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. ARTICLE II The purposes of the Association shall be:
ARTICLE III The Association shall have the following four categories of membership: Full Member, Association Member, Associate Member and Individual Member. Each Full Member, Association Member and Associate Member shall designate in writing an owner or employee who shall be entitled to exercise such member’s voting rights on all Association matters. The Executive Committee shall have final authority to determine whether an applicant for membership is entitled to become a member of the Association, as well as the proper membership category for any applicant. FULL MEMBER Full Member - Publisher To be eligible to apply for membership in this subcategory, a business entity must publish one or more media brands (e.g., publications, journals, web sites, broadcast channels or programs) which meet each of the following requirements:
Full Member – Media VP/Director A business entity actively engaged in evaluating and/or buying advertising and other special media which is targeted to physicians, nurse practitioners, physician assistants, pharmacists, dentists, health care administrators, or other health care professionals shall be eligible to apply for membership in this subcategory. Full Members shall be entitled to all the rights and privileges of membership, including without limitation the right to vote on all matters submitted to a vote of the members of the Association. ASSOCIATION MEMBER A medical, non-publishing or related association shall be eligible to apply for membership in this category. Association Members are not entitled to vote on Association matters, but they may have a representative attend Board of Directors meetings unless determined otherwise by the Board in a specific instance. Association Members may use content from Association research as determined by the Board of Directors, as long as credit is provided to the Association. ASSOCIATE MEMBER A business entity providing professional services to the physician and medical media industry shall be eligible to apply for membership in this category. Associate members are not entitled to vote on Association matters, but they may have a representative attend Board of Directors meetings unless determined otherwise by the Board in a specific instance. INDIVIDUAL MEMBER An individual who is currently self-employed or an individual wishing to remain involved in the medical media industry but who is currently unaffiliated with any organization. Individual Members are not entitled to vote on Association matters, but they may attend Board of Directors meetings unless determined otherwise by the Board in a specific instance, and they may attend meetings of the membership of the Association. MICROBUISNESS* MEMBER A microbusiness with up to four employees. Microbusiness Members are not entitled to vote on Association matters, but they may attend Board of Directors meetings unless determined otherwise by the Board in a specific instance, and they may attend meetings of the membership of the Association. Only employees listed as paid members will be offered the member registration rate at AMM events. Attendance at AMM events is covered only for member individuals.” *A microbusiness is defined as an organization with less than five employees, small enough to require little capital ($35,000 or less) to get started. (http://www.sba.gov/) Section 2 All members must adhere to the Code of Ethics adopted by the Association covering good publishing practices. The Code may be amended from time to time in the manner provided herein for amendment of these By-laws. Members of the Association who, in the judgment of the Board of Directors, are in material breach of any provision of the Code shall be notified by the Board of Directors in writing of the breach and of the Association's intention to suspend or terminate their membership. Such notification shall be accomplished by certified mail, return receipt requested. Any member whose membership has been so challenged by the Board of Directors may within ten days of the receipt of such notification file with the Secretary of the Association a statement of a desire to appear before the Board of Directors, in person and/or by counsel, to contest the suspension or termination. In such an event, the matter shall be placed on the agenda of the next Board of Directors meeting for discussion and decision, a vote of the majority of the Board members present to be final and conclusive with regard to such matter.
ARTICLE IV Section 1 – Board of Directors The affairs of the Association shall be governed and managed by or under the direction of the Board of Directors. To be eligible to serve on the Board of Directors, an individual must be one of the following: (1) a current owner or employee of a Full Member; (2) an owner or employee of a Full Member within the twelve month period immediately preceding election or appointment to the Board; or (3) approved by the Board of Directors and by a unanimous vote of the Executive Committee. The Board of Directors shall consist of a designated representative of each Full Member, together with the five (5) elected Officers and any other persons appointed by a majority vote of the entire Board of Directors. There shall be no more than one (1) representative from any member company serving on the Board at any given time. Each Full Member shall designate in writing the person who shall serve as its director; such designation may be changed at any time at the Full Member’s discretion. Each Full Member shall also be entitled to designate an alternate director on a form executed by the member and deposited with the Secretary; such alternate director shall, in the absence of the Full Member’s designated primary director, be entitled to attend and vote at a meeting of the Board of Directors. Each director shall serve a term of one (1) year. There shall be no limit upon the number of consecutive terms an individual may serve as a director. Regular meetings of the Board of Directors shall be held as determined by the Board, with no less than one annual meeting to be held in January or February, unless otherwise fixed by the President or the Board of Directors. Special meetings of the Board may be called by, or at the request of, the President or 50% or more of the directors. Notice of any meeting of the Board of Directors shall be given at least five (5) days previously thereto by written notice delivered personally or sent by mail, facsimile or e-mail to each director at the address as shown by the records of this Association. A majority of the sitting directors shall constitute a quorum for the transaction of business at any meeting of the Board. Any one or more members of the Board of Directors may participate in a meeting of the Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting. A director may be elected for any number of terms whether successively or not. The President may serve as a director for three years following his/her presidency. A director appointed by a Full Member may be removed at any time with or without cause by such Full Member. A director appointed by the Board of Directors may be removed at any time with or without cause by a majority vote of the Board. Section 2 Executive Committee An Executive Committee of the Board of Directors shall have and may exercise all of the rights and powers of the Board of Directors when the Board is not in session except those which, according to these By-laws or applicable law, may not be delegated by the Board of Directors. The Executive Committee shall consist of the President, the President-Elect, the immediate Past President, the Treasurer, the Secretary, and two other at-large members who shall be directors appointed by the Board of Directors. The President may appoint a representative of an Associate Member to serve as a non-voting advisor to the Executive Committee. Should any of these individuals be unable to serve, the Board shall appoint from among its members others to serve on the Executive Committee. The President shall serve as Chairman of the Executive Committee. Other members of the Board of Directors may attend any meetings of the Executive Committee but may not cast a vote. A quorum shall consist of four voting members of the Executive Committee. Any action by the Executive Committee shall require a minimum of four affirmative votes. Decisions of the Executive Committee which are not self-executing shall be subject to review and acceptance or modification, as appropriate, by a vote of a majority of the full Board of Directors. The Executive Committee shall meet as necessary upon not less than 48 hours notice given by the President. Executive Committee members are expected to participate in at least 70% of meetings. Minutes of the proceedings of each Executive Committee meeting shall be provided to all members of the Board of Directors in advance of the next scheduled Board meeting. A discussion of the proceedings of the Executive Committee shall be a scheduled agenda item at such Board Meeting. Section 3 – Officers
Section 4 – Nominations Nominations for Officers shall be made by a Nominating Committee consisting of the President, President-Elect, and Immediate Past President. Should any of these individuals be unable to serve, an additional Past President will be selected by the Board. The Nominating Committee must always consist of three (3) members. To be eligible to be nominated or to serve as an Officer of the Association, one must be either from a Full Member or, if such nomination or appointment is approved by a majority of the Board of Directors, from any other membership category. The Nominating Committee shall propose the names of the candidates for election for the forthcoming year; the Nominating Committee slate shall be reported to the Executive Committee for approval prior to distribution to the members entitled to vote. Section 5 – Elections The election of Officers shall be held by written ballot, or by electronic ballot if permitted by law, any time after October 31. The Executive Committee-approved ballot will be disseminated to all voting members. Any voting member may write-in the name(s) of individual(s) to replace any nominee, and the candidates receiving the greatest number of votes of the members shall be declared elected. Section 6 – Tenure The Officers and at-large members of the Executive Committee members shall hold office for one year or until their successors are duly chosen. In the event that the office of the President is vacated, the President-Elect shall automatically become President to serve the balance of the unexpired term. If the office of any other elected Officer is vacated, the Board of Directors shall appoint a member of the Association to such office to serve the balance of the unexpired term. Any Officer may be removed with or without cause by a vote of the members, but an Officer’s authority to act as an officer may be suspended by the Board of directors for cause. Any at-large member of the Executive Committee may be removed from such position by the Board of Directors with or without cause. Section 7 – Bonding of Treasurer and Other Officers At the discretion of the Board of Directors, the Secretary or the Treasurer or any other Officer or employee of the Association may be bonded, with the premium on said bond to be paid by the Association. Section 8 – Executive Director and Association Management Company The administrative and day-to-day operation of the Association may be the responsibility of an employed chief staff head or firm engaged by and responsible to the Board of Directors. The employed staff head or, in the case of a firm, chief staff executive retained by the firm shall have the title of "Executive Director." The Executive Director shall have the authority to execute contracts on behalf of the Association as approved by the Board of Directors. The Executive Director shall carry out such other duties as may be specified by the Board of Directors. ARTICLE V Section 1 – Contracts The Board of Directors may authorize any Officer(s) or agent(s) of the Association to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the Association, and such authority may be general or confined to specific instances. Section 2 – Checks and Drafts All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such Officer(s) or agent(s) of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. Section 3 – Deposits All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select. Section 4 – Gifts and Bequests The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Association. Section 5 – Books and Records The Association shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members and Board of Directors and shall keep at the registered or principal office of the Association a record giving the names and addresses of members. All books and records of the Association may be inspected by any member or the member's agent or attorney for any proper purpose at any reasonable time. ARTICLE VI Section 1 – Annual Meeting An annual meeting of the members of the Association will be held each year, and shall be called by the President or President-Elect in the President's absence. Although there shall be no fixed date for such meeting, it shall be held at a convenient time during the month of January or February. Section 2 – Special Meetings Special Meetings of the members of the Association may be called by the President, by the Board of Directors or by 10% or more of the voting members. The person or persons authorized to call special meetings of the Board may designate the place for holding such special meetings. Section 3 – Notice of Meetings Written, email or printed notice stating the place, day, and hour of any meeting of the members of the Association shall be delivered, either by e-mail or mail, to all members, not less than ten (10) days before the date of such meeting, by or at the discretion of the President or the Secretary or the persons calling the meeting. In case of a special meeting or when required by statute or by these By-laws, the purpose for which the meeting is called shall be stated in the notice. Any member may waive notice of any meeting. Section 4 – Quorum A majority of the voting members of the Association shall constitute a quorum at any meeting of the members. To the extent permitted by applicable law, any action of the members which may be taken at a meeting may also be taken by written or electronic ballot. Section 5 – Rules The most recent edition of Roberts Rules of Order, Newly Revised shall govern the Association in all matters in which they are applicable and not inconsistent with these By-laws or any policies or procedures duly adopted by the Board of Directors. ARTICLE VII These By-laws may be amended by a two-thirds vote of the Board of Directors, provided the proposed amendment(s) shall have previously been presented in writing to the Board, and provided further, that any amendment adopted by the Board may be amended or repealed by the voting members. ARTICLE VIII Committees may be created by the Board of Directors. Committee chairs and members shall be appointed by the President with the consent of the Board and shall serve during the President's term of office. ARTICLE IX The dues of the Association for membership shall be fixed by the Board of Directors and subject to the approval by majority vote of the membership of the Association.
ARTICLE X The Association shall indemnify any person made or threatened to be made a party to an action or proceeding, whether civil or criminal, by reason of the fact that such person is or was a director or officer of the Association, and the Association may advance such person’s related expenses, to the full extent permitted by law. The Association shall have the power to purchase and maintain insurance to indemnify the Association and its directors and officers to the full extent that such indemnification is permitted by law. ARTICLE XI In the event of dissolution or final liquidation of the Association, all of the remaining assets and property of the Association shall, after paying or making provision for the payment of all of the liabilities and obligations of the Association and for the necessary expenses thereof, be distributed in accordance with a plan of dissolution adopted by the Board of Directors and approved by the voting members, which plan is consistent with the New York Not-for-Profit Corporation Law and with provisions of the U.S. Internal Revenue Code applicable to organizations described in Section 501(c)(6) thereof.
Approved: September 1975
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