Bylaws

Constitution and By-laws

FLORIDA NEWSPAPER ADVERTISING AND MARKETING EXECUTIVES

The articles contained herein form the constitution and by-laws which provide the following objectives:

Article 1

The name of this association is to be the Florida Newspaper Advertising & Marketing Executives.

Article 2

Purpose

The purposes of this organization are:   (a) To further the sale, understanding and use of advertising and marketing through Florida print and digital media companies;   (b) To promote a closer relationship among the advertisers who utilize Florida print and digital media companies; (c) to constantly maintain high ethical standards in the Florida print and digital advertising profession.

Article 3

Membership

General – Membership is open to any print or digital organization in Florida, subject to approval and acceptance by the Board of Directors.  A member shall be considered a corporation or other legal entity that publishes news that:  Bears a title or name; Reports local, general news and or editorial comment not less than an annual average of 25 percent of the publication’s content of announcements, miscellaneous reading matter, commercial advertising and classified advertising.  If a printed newspaper, it must be at least eight or more standard newspaper-size (or 16 or more tabloid size) pages per publication.  If a newspaper, it must be circulated and distributed from an established commercial place of business within the state of Florida to subscribers or readers and be published at least once per week; is for general circulation and distribution without regard to business, trade, profession or class.  If a printed newspaper, it must have been continuously published for a minimum of one year; follows professionally defined and accepted ethics and standards of journalism; is distributed free or paid, subject to annual publication verification and submission to the Association of accurate circulation figures or is eligible to print legal advertising or other legal notices and meets page size, content percentage and distribution requirements as indicated above.  Applicants must submit a current circulation audit performed by a nationally accepted auditing firm (such as the Alliance for Audited Media, VAC, CAC), or a copy of the most recent USPS Statement of Ownership, Management, and Circulation, or provide notarized statements from the firm printing the applicant’s product, stating average press run of the past three months.  Newspapers that are part of a group of newspapers or have circulation over 15,000 will be charged annual membership dues based on their combined circulation and will be assessed dues based on daily or Sunday circulation, whichever is higher.  These members will be listed as one group listing on the FNAME website.  Newspapers that want to be listed separately on the FNAME website would pay individual membership dues based on their appropriate circulation.

1. 1. Membership entitles a member to be represented by its advertising executives at any general meeting called by the President, or the Board of Directors, and each of these executive members will have the right to cast a vote, with a maximum of four votes cast by any one organization.

Associates – Associate membership by service organizations is acceptable subject to the approval of the FNAME Board of Directors with full membership privileges.

Retail Membership-Membership shall be open to any retailer desired to attend the Annual FNAME conferences.  All registration and membership fees for said retailers shall be waived with the exception of dining engagements.  There will be no voting privileges with this membership.

Lifetime Membership – Upon retirement, an advertising executive shall be entitled to a lifetime membership in this association with board approval, and registration fee to all future conferences shall be waived.  This provision applies only to the member receiving this honor.

Article 4

Meetings

1. It shall be the duty of the President to set up and supervise all arrangements for at least one sales conference a year in conjunction with the Florida Press Association. The meeting will be designated as the Annual Meeting, at which an election will be held.  Other association business will be transacted at that meeting.  The Board of Directors shall designate the time and place of the meeting.
   The president shall arrange one additional meeting each year of Board members and Key Committee Chairpersons for the purpose of reviewing the budget, completing convention details, and discussion of pertinent matters, not later than four months prior to the membership conference.
2. The sales conference will embody the following sessions plus as many others as the President deems necessary.
   1. General assembly with at least one keynote speaker first day of meeting.
   2. Luncheon and/or dinner for membership and guests, with election of officers held.
3. Roundtable or Workshop sessions will be determined based on need after conferring with a FPA liaison to maintain the continuity of a joint conference:
4. A designated representative of FPA shall assist the Vice President in planning non-program activities such as luncheons, dinners, mixers, special events, etc.
5. A quorum shall be deemed to be present at any meeting where 20% of the total active membership is present and a quorum shall be deemed at any Director’s meeting where there are at least seven Officers and Directors present.

Article 5

Officers – Elections – Duties

The officers of the FNAME shall be a President, a Vice President, a Secretary and a Treasurer.  Their officers shall be elected at the Annual Meeting by a majority vote of the active eligible membership present.  To become an officer of FNAME, a member must be an active Board Member before election.  They shall constitute the Executive Committee, which shall have all the powers of the Board of Directors between its regularly scheduled meetings.  Any action taken by the Executive Committee is subject to ratification by the Board of Directors at their meeting.

1. The President shall direct the activities of the Association, and shall make all decisions pertaining to its business subject to approval of the Board of Directors. The President, with a majority of the Board’s approval, will have the responsibility of filling vacancies that occur during this term of office.
2. The Vice President shall assume position of Program Chairperson, responsible for the planning and organizing of programs, the sales meetings or conventions held during the Vice President’s term of office.
3. The Secretary shall keep minutes of all meetings of the Association (with the assistance of a Florida Press coordinator) and shall see that these are published in the appropriate manner, as determined by the Board of Directors, and the Treasurer shall oversee the Executive Directors care and custody of all funds and securities of the corporation and deposits made by the Executive Director in a bank designated by the Board of Directors or Executive Committee. And shall report the Executive Director’s financial status of the Corporation at each meeting of the Executive Committee (board).
4. The Executive Director/Budget Chairman shall be a person hired by the Board of Directors and shall report to the Treasurer on all financial matters, keep suitable and permanent minutes of all meetings of the membership and of all meetings of the Board of Directors. He/she shall, at intervals to be determined by the Board of Directors, issue bulletins to the membership.  He/she shall maintain an accurate and detailed roster of all members of the Association, and at least once each year, he/she shall issue and distribute a complete and up-to-date roster of the membership.  He/she shall make all purchases of supplies, materials or items required for the Association.  He/she shall make and be responsible for any business arrangements at hotels, inns, resorts, or other meeting places and shall issue bills for dues of all members and shall be responsible for the collection thereof.  He/she shall share the responsibility for the arrangements and registration of members and guest at all meetings.  He/she shall pay, by bank checks, and sums for which the Association may be obligated:  It will be their responsibility to supply a complete and approved audit report to the membership on the occasion of each Annual Business Meeting.  The Association shall pay a bond in an amount of the average balance of funds for the Association Executive Director.
5. In case of the removal of the President from office, or his/her death, resignation or inability to discharge the powers and duties of the said office, the same shall devolve onto the Vice President with all officers moving up one position.
6. In event of a vacancy among any of the elected directors either by reason of death, resignation, and disqualification or by election to any of the Officers in the Association, such vacancy is to be filled by appointment of the President and approved by the Board of Directors. Such vacancy must be filled not more than sixty (60) days following its occurrence and the member who shall be approved by the Board of Directors to fill such vacancy shall complete the term for which the Director (whose place is vacant) was originally elected.  Upon completing an appointed term, that person would still be eligible to serve their own two-year term to the Board of Directors if they were so elected.

Article 6

Directors

1. The Board of Directors may consist of up to nine (9) Directors plus the four (4) elective Officers, the one (1) Liaisons, the one (1) executive director and the (1) Immediate Past President, a total of up to sixteen (16).
   1. In selection of up to nine (9) Board Members, the Nominating Committee shall endeavor to recommend Candidates from various size organizations and geographical areas. These nine (9) or less directors shall serve two-year terms with no more than four (4) being elected each year.
   2. The current Executive Director of Florida Press Service will be a permanent member of the Board of Directors, acting as a liaison between the two organizations.
2. Directors will be elected at the same time as Officers, at the Annual meeting.
3. A Director may serve more than one elected term of the two (2) consecutive years if deemed necessary by the President and approved by the board.
4. The Board of Directors shall meet on the first afternoon of each Annual meeting, as well as one (1) interim meeting as prescribed in Article 4, Section 1 of the these By-Laws.
5. The Board of Directors is empowered to make all decisions needed for the well-being and advancement of the principles of FNAME.
6. Any member of the Board of Directors missing two (2) Board of Directors meetings in a year without cause MAY be declared ineligible to continue to serve on the Board of Directors. This is at the discretion of the President and with board approval. Such vacancies shall be filled as per Section 1, Article 5 of these By-Laws.

Article 7

Nominations

1. The Immediate Past President, prior to the Annual meeting, shall designate a nominating committee at least thirty (30) days prior to the meeting date. The committee shall consist of three (3) active members, consisting of the Immediate Past President, current President and the Vice President.  Said nominating committee shall select suitable candidates for the four (4) elective offices on the Board of Directors.
2. The Chairperson of the nominating committee shall present the report of the committee to the Board for their approval. The retiring President shall read this report at the Annual Meeting at which time other nominations may be received from the floor.  In case of contest, the President may order a secret written ballot with only active membership participating.

Article 8

Dues

1. The Organization dues shall be determined by the Board of Directors and subject to approval of the membership. These dues are to be set for the ensuing year at each Annual Directors’ meeting.

Determination of dues will be by circulation.  Newspapers will be grouped, using the combined daily or Sunday circulation, whichever is higher, using as a source Newspaper Circulation Analysis (NCA) of the current year or a current circulation audit performed by a nationally accepted auditing firm (such as the Alliance for Audited Media, VAC, CAC), or a copy of the most recent USPS Statement of Ownership, Management, and Circulation, or provide notarized statements from the firm printing the applicant’s newspaper, stating the newspaper’s average press run of the past three months.

2. Dues will be billed in January each year and are payable in advance to the Executive Secretary. The Executive Secretary will be responsible for sending these notifications.  The tax year for FNAME is January 1 – December 31.

Article 9

Registration Fees

1. Non-Member/Member Registration fees at each sales conference shall be determined by the Board of Directors.
2. Registration fees for the Annual Meeting shall be payable in advance as determined by the Directors. Late registrations will be subject to a late charge as determined by the Board of Directors.

Article 10

Order of Business

The order of business at the regular Annual Meeting shall be as follows:

1. Roll Call
2. Reading of Minutes
3. Report of President
4. Report of Secretary
5. Report of Committees
6. Report of Treasurer
7. General Business
8. Election of Officers
9. Adjournment

Article 11

Amendments

These Articles may be altered or amended by a majority vote of the members of the Board of Directors present and voting at a regular meeting or at a special meeting called for that purpose, notice of such proposed alteration or amendment having been given at the regular meeting of the Board of Directors immediately preceding the meeting at which the amendment is to be considered.

The By-Laws of the Corporation may be amended by a majority vote of the Board of Directors, present and voting, at any meeting of the Board, provided that notice similar to that provided herein for the proposed amendment to that Articles be given the Board.

Article 12

Committees

Each new President, with the approval of the Board of Directors, will appoint a chairperson and members of each of the following standing committees:

1. EXHIBITS (AWARDS) COMMITTEE
   The responsibility of this committee is to arrange for electronic submission of individual newspapers’ exhibits for the Annual conference, to select two (2) or more people per group to award prizes, plaques, or other consideration to winning submissions, and to submit suggestions to the Board of Directors as ways to improve exhibits, competition rules and regulation.
2. CONSTITUTION AND BY-LAWS
   This committee, to be appointed at the option of the President, will make recommendations for changes or additions to improve and update the governing laws of the Association.
3. EDUCATIONAL
   This committee will develop the best way or ways for encouraging newspaper advertising at the High School and or College level, and for honoring Schools having a superior level of activity in this extra-curricular activity.
4. LEGISLATIVE
   The function of the Legislative Committee is to serve as a watchdog in the Florida Senate and House of Representatives and, at the direction of the President of the Association, to take a positive action to encourage Legislation favorable to free enterprise and in the best interest of private industry, the consuming public and to the advertising profession of Florida.  The committee may also serve in an advisory capacity to any State body or to the Governor of Florida when the need for such counsel should arise.
5. MEMBERSHIP
   In order to increase the number of organizations (up to 4 non-newspaper members) having representation in the Association, the Membership Committee will contact non-member properties and Florida trade journal representatives, to become active.  The Committee Chairperson, should he/she deem necessary, may appoint Area Co-Chairpersons to serve during his/her term of office.
6. NEW PROJECTS
   The new projects committee shall operate in all phases of Association activities to seek out projects beneficial to the Association and to Florida advertising as a whole not presently in effect.  The Committee Chairperson at each meeting of the Board of Directors will make recommendations for new projects periodically.
7. PUBLICITY AND ATTENDANCE
   The duties of this committee are automatically assigned to the Vice-President.  The Vice President will write and submit news releases to State newspapers and trade journals before and after each Annual sales conference and will work closely with both the program and membership committees in notifying members of forthcoming meetings.
8. PROGRAM
   1. The Vice President is responsible for the Annual conference programs. The Vice President will appoint group Chairpersons, select speakers, arrange for meeting rooms and equipment, and will have total responsibility for the success of each conference program.
   2. The Treasurer is responsible for finance and budget committee, for mixer and hospitality committee, greeting, introduction of new members at Annual and Fall meetings and for proper welcoming of all new people into the Organization, and all social activities of same.

Article 13

Yearly Projects

In addition to the Annual meeting, two important yearly projects are to be sponsored by FNAME.  They are:

1. Member electronic exhibits at the Annual Conference, details to be worked out by the exhibits chairperson and his committee for receipt and judging of the entries.
2. The Education Committee shall recommend and supervise those activities on the High School or College level directly related to the goals of this Association. The Board of Directors shall determine the amount of funding for this committee.

Amended July 15, 2021 at the meeting of the board held at the Sarasota Westin Resort.