Bylaws of American Society of Magazine Editors

I.   NAME

The name of the Corporation shall be American Society of Magazine Editors, also known as “ASME” (the “Corporation”).

II.   OFFICES

The Corporation shall have and continuously maintain in the State of Delaware a registered office and registered agent whose office is identical with such registered office and may have other offices within or without the State of Delaware as the Board of Directors may from time to time determine.

III.   MEMBERS

1. Members. The Corporation shall have four (4) classes of Members: Chief Editors, Senior Editors, Associate Members, and ASME NEXT. The Chief Editors and Senior Editors shall have the authority to elect the Board of Directors, remove with or without cause any Director, and take such other actions at such time and in such manner as provided by law for voting members. The Associate Members and ASME NEXT shall have no voting rights. Unless specified otherwise, references to Members shall include all classes of Members, and references to voting Members shall include only Chief Editors and Senior Editors. 

2. Membership Conditions. Members shall pay dues as determined by the Board of Directors. Membership is limited to editorial leaders of print and digital publications and their associates. Members who cease to work as journalists may remain members for one year thereafter. The Board of Directors reserves the right to extend membership.  Members who retire may remain Members as long as they wish. The Board of Directors retains the right to approve or reject applications for membership. The Board of Directors reserves the right to expel from membership in the Corporation any editor of print or digital publication who willfully or repeatedly violates the ASME Guidelines for Editors and Publishers.

3. Meetings. The annual meeting of the Members to elect the Board of Directors shall be held at such time and place as the Members or Board of Directors shall establish. Failure to hold such annual meeting shall not cause forfeiture or dissolution of the Corporation. A third of the voting Members attending in person or by proxy shall constitute a quorum. A majority vote by the voting Members present shall be required to take action at a meeting. Voting by proxy for voting Members shall be permitted. In lieu of a meeting, voting to elect the Board of Directors may be conducted electronically.

4. Special Meetings. The President, the Board of Directors, or the Members may call special meetings of the Members for any purpose.

5. Written Consent. Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the voting Members. Such consent shall have the same force and effect as a vote of the voting Members. 

IV.   BOARD OF DIRECTORS

1. Powers and Duties. The Board of Directors (“Board”) shall have the general power to manage and control the affairs and property of the Corporation, including appointment of officers; shall have full power, by majority vote, to adopt rules and regulations governing the action of the Board; and shall have full and complete authority with respect to the distribution and payment of monies received by the Corporation from time to time, provided that the fundamental purposes and operating restrictions of the Corporation, as expressed in the Certificate of Incorporation, shall not thereby be violated or amended.        

2. Number and Term. The number of Directors shall be as fixed from time to time by the voting Members and shall not be fewer than three (3) nor more than sixteen (16), including the ex officio immediate past president.  Each Director shall hold office for a period of two (2) years, or until his or her successor is elected, qualified, and takes office, or until his or her earlier resignation, removal, disqualification, or death. Each Director shall be eligible to serve two (2) successive two-year terms unless elected by the Board as an Officer.  

3. Qualifications. All Directors must be voting Members of the Corporation in good standing. A director must be the chief editor of a magazine or website or have similar editorial responsibilities. There shall not be more than one Board member from any one publication, and no more than two from the same publishing organization. A Board member who ceases to be a chief editor for any reason must resign from the Board within one year, or when his or her term expires, whichever is earliest. 

4. Election. Directors shall be elected, appointed, or designated by the voting Members at their annual business meeting, upon nomination by the Nominating Committee, except for appointees replacing Board members who resign, are removed or disqualified, or die. Such appointees shall be selected pursuant to Section 8 of this Article IV of these Bylaws. 

5. Chair of the Board and Vice-Chair of the Board. The President of the Corporation shall serve as the Chair of the Board and shall preside at all meetings of the Board. The Vice President of the Corporation shall assume the duties of the Chair in the President’s absence.

6. Removal. The voting Members may remove any Director with or without cause. 

7. Resignation. Any Director may resign at any time by delivering written notice of such resignation to the Chair of the Board. Should the Chair resign, he or she shall deliver written notice of such resignation to the voting Members and the Secretary of the Corporation.

8. Vacancies. Any vacancy occurring in the Board, whether by reason of resignation, removal, disqualification, death, or an increase in the number of Directors, shall be filled by the Chair of the Board, with the advice and consent of the Board. Such successor shall hold office for the unexpired term of his or her predecessor in office and may continue to be re-elected for another two-year term up to and until the election following his or her fourth year serving on the Board. 

9. Compensation and Reimbursement of Expenses. The Corporation may pay reasonable compensation to and reimburse reasonable expenses of any Director or officer of the Corporation for attendance at meetings or services performed for the Corporation. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor. 

10. Annual and Regular Meetings. The annual meeting of the Board shall be held in May of each year and shall be held for the purpose of electing officers, reviewing the Corporation's financial statements and grants, and conducting such other business as the Board deems appropriate and proper. The Board may hold other regular meetings at such time and place as the Board may from time to time designate. 

11. Special Meetings. Special meetings of the Board may be called by the Chair of the Board, or shall be called by the Chair upon the written request of two or more Directors. 

12. Notice. Notice of regular and special meetings shall be sent to each Director by first class mail, personal delivery, or electronic transmission, to his or her business address, and such address and notice shall be kept on file in the office of the Corporation. Notices sent by first class mail shall be deemed received on the third business day after posting. All notices shall reasonably describe the purpose of said meeting.

13. Waiver of Notice. Whenever any notice is required to be given to any Director under the provisions of the Certificate of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Attendance at any meeting without objection also waives notice.

14. Quorum; Voting. Except to the extent that a greater number is required by law, a majority of the total number of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board. However, if at any meeting of the Board there shall be less than a quorum present, the Directors present may adjourn the meeting from time to time until a quorum is obtained. The act of a majority of Directors present at a meeting in which a quorum is present shall be the act of the Board, unless a greater number is required by law, the Certificate of Incorporation, or these Bylaws.

15. Meetings by Conference Telephone. Unless otherwise restricted by law, the Certificate of Incorporation, or these Bylaws, the Directors or any committee member designated by the Board may participate in a meeting of the Board or any committee by means of a conference telephone call or any similar communications arrangement by means of which all persons participating in the meeting can hear each other at the same time and such participation shall constitute presence in person at the meeting.

16. Unanimous Written Consent. Any action required to be taken at a meeting of the Directors, or any action which may be taken at a meeting of the Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors. Such consent shall have the same force and effect as a unanimous vote of the Directors. 

V.   OFFICERS

1. Designation. The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the authority of the Board.  The officers shall be a President, Vice President, Secretary, Treasurer (together, the “Executive Committee”), and any such other officers the Board may from time to time appoint. Each officer must be a member of the Board and must also be the chief editor of a magazine or website or have similar editorial responsibilities.

2. Appointment. Each officer shall be appointed by the Board at its annual business meeting, upon nomination by the Nominating Committee, for a one-year term. An individual may serve no more than two successive terms in each particular officer role. An officer who ceases to be a chief or corporate editor for any reason can retain the office for one year, or when his or her term expires, whichever is earlier.

3. President. The President shall oversee the programs of the Corporation, preside at Board meetings, speak for the Corporation on public affairs, and shall perform such other duties as are necessarily incident to the office of President. The President shall also serve as the Chair of the Board of Directors. Upon retirement from office, the President shall serve two additional years as an ex officio member of the Board, even if he or she is no longer the chief editor of a magazine or website or working in similar editorial responsibilities. 

4. Vice President. The Vice President shall act in place of the President whenever he or she is unable to perform the duties of the office, including to preside over meetings of the Board in the absence of the President. The Vice President shall carry out such other duties as may be prescribed by the Board or the President from time to time. 

5. Secretary. The Secretary, any Assistant Secretary, or any person designated by either of the foregoing shall have the duty to record the proceedings of the meetings of the Members, the Board, and any committees in a book or digital record to be kept for that purpose.  The Secretary shall act as secretary of these meetings but if neither the Secretary nor an Assistant Secretary is present, the chairman of the meeting may appoint any person to act as secretary of the meeting. The Secretary or any Assistant Secretary shall perform all other duties which are incident to the office of Secretary, including any such duties as the Board or the President may from time to time prescribe. The Secretary shall have custody of the minute book of the Corporation and the corporate seal of the Corporation, and the Secretary shall have authority to affix the seal to any instrument requiring it, and when so affixed it may be attested by the signature of the Secretary. 

6. Treasurer. The Treasurer shall collect all monies due the Corporation, have custody of the funds of the Corporation, oversee the financial records of the Corporation, and report to the Board on the financial status of the Corporation. The Treasurer shall perform all other duties which are incident to the office of Treasurer, including any such duties as the Board or the President may from time to time prescribe. 

7. Executive Director. The Executive Director shall manage the affairs of the Corporation on a day to day basis, working closely with the appointed officers, Board, and committee chairs. The Executive Director will also act as chief administrator of the National Magazine Awards. The Executive Director shall be appointed by the President, with the approval of the Board. 

8. Removal. The Board may remove any officer of the Corporation with or without cause.

9. Vacancies. The Board shall fill any vacancy occurring in the offices of President, Vice President, Secretary, Treasurer, or such other offices as established by the Board, whether by reason of resignation, removal, disqualification, or death. 

VI.   COMMITTEES AND PROGRAMS

1. Committees. The Corporation shall have an Executive Committee and a Nominating Committee. The Board may also establish an Audit Committee and may create such other committees as it from time to time determines are necessary to carry out the programs and activities of the Corporation. 

2. Executive Committee. The President, Vice President, Secretary, and Treasurer of the Corporation shall constitute the Executive Committee. The Executive Committee shall have the authority to act on behalf of the Corporation in between regular meetings of the Board. The Board must ratify by resolution the actions of the Executive Committee at its next regular or special meeting. Any such action not so ratified will not be legally binding on the Corporation. The President shall act as chair of the Executive Committee. A majority of the Executive Committee shall constitute a quorum for the transaction of business, and all decisions shall be by majority vote of those present. 

3. Nominating Committee. The Board shall appoint a Nominating Committee consisting of five (5) voting Members. The Nominating Committee shall be responsible for nominating one candidate for each vacancy on the Board of Directors and one candidate for each vacant officer position. The Board shall then vote on a final slate for presentation to the voting Members at their annual business meeting. The five (5) members of the Nominating Committee shall be the immediate past-President (who shall also serve as chair of the committee) or, if the immediate past President is not available, any former president of the Corporation appointed by the current president; two voting Members who are not on the Board; and two voting Members of the Board, with the latter four committee members being appointed by the incumbent President, who shall serve on the committee in an advisory capacity. 

4. Audit Committee. The Board may appoint an Audit Committee; however, membership thereon shall not include (i) the Chair of the Board; (ii) the Treasurer; and (iii) any person with a material financial interest in any entity doing business with the Corporation. If the President shall serve as a member of the Audit Committee, he shall not serve as its chair.

The Audit Committee shall make recommendations to the Board regarding the hiring and termination of an independent auditor, shall review and approve the compensation of such auditor, shall confer with the auditor to satisfy its members that the Corporation’s financial affairs are in order, shall review and approve the financial statements of the Corporation, shall evaluate internal accounting controls, shall evaluate compliance with conflict of interest policies and codes of ethics of the Corporation, and shall review and determine whether to accept the audit.

5. Term of Office. Each member of a committee shall continue until his or her successor is appointed, unless the committee shall be terminated sooner.  In the event any person shall cease to be a Director of the Corporation, such person shall simultaneously therewith cease to be an officer or member of any committee.

6. Chair. One member of each committee shall be appointed chair by the President, with the approval of the Board, from among the voting Members of the Corporation. 

7. Quorum and Voting. Unless otherwise provided in the resolution of the Board designating a committee, a majority of the whole committee shall constitute a quorum, and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Any action required or permitted to be taken at a meeting of the committee may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the committee members. Such consent shall have the same force and effect as a vote of the committee members.

8. Rules. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board.

9. Advisory Boards. The Board may also constitute such Advisory Boards as it may from time to time deem advisable. Such Advisory Boards may make recommendations to the Board or its committees but shall not have authority to act for the Corporation or the Board or exercise any of its powers. The members of such Advisory Boards may be, but need not be, Directors or officers of the Corporation.

VII.   THE NATIONAL MAGAZINE AWARDS

1. Organization. The Corporation shall organize and present the National Magazine Awards, or a similar program, each year. The Corporation may partner with other suitable organizations, as determined by the Board, to organize and present the awards. Awards shall be presented in various categories to honor outstanding editorial achievement. 

2. Eligibility and Rules. The Board shall have the sole authority to determine eligibility and rules, including awards categories and submission requirements, and shall publish the eligibility and rules in the call for entries each year. Awards may be withheld in any category in which it is determined that the entries fall below the standards of excellence set forth in the rules by the Board. Awards may also be withheld in any category in which the number of entries is insufficient as determined by the Board. Entries found to be in violation of commonly accepted editorial standards, including the ASME Guidelines for Editors and Publishers, may be disqualified or otherwise penalized, with or without notice to entrants, at any time prior to the presentation of the awards. 

3. Selection Process. The Executive Director, in his role as chief administrator of the National Magazine Awards, shall select a panel of judges to select the finalists and winners. However, the Board shall have ultimate responsibility over the selection of finalists and winners. The Board shall also delegate approval and acceptance of the decisions of the judges to the National Magazine Awards Board (“Awards Board”).

4. National Magazine Awards Board. The members of the Awards Board shall include the current officers of the Corporation, the Dean of the Columbia University Graduate School of Journalism or his or her representative, and current and former National Magazine Awards judges appointed by the President of the Corporation, subject to the approval of the Board. The membership of the Awards Board shall not be fewer than five (5) and not more than sixteen (16), including the Executive Director as an ex officio member. The current President of the Corporation shall serve as the Chair of the Awards Board. The Awards Board shall meet at a time and place to be determined by the chief administrator, but no later than one week before the presentation of the awards, for the purpose of reviewing and approving the decisions of the judges. The Awards Board may, at its sole discretion, disqualify or otherwise penalize any entry without notice to entrants or the Corporation’s Board. 

VIII.   CONTRACTS, CHECKS, BANK ACCOUNTS, INVESTMENTS, ETC.

1. Checks, Notes, Contracts, etc. The Board is authorized to select such depositories as it shall deem proper for the funds of the Corporation and shall determine who shall be authorized on the Corporation’s behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts, and documents, provided that unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or agreement, to pledge its credit, or to render it liable for any purpose or in any amount. The Executive Director shall have the aforementioned authority, unless the Board provides otherwise.

2. Investments. The funds of this Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds, or other securities, as the Board in its uncontrolled discretion may deem desirable.

3. Loans. No loans shall be made by the Corporation to its Directors or officers.

IX.   BOOKS AND RECORDS

There shall be kept at the principal office of the Corporation correct books or digital records of account of the activities and transactions of the Corporation, including a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of the meetings of the Board. The Board may provide for periodic audits of the books of account by such independent public accountants as it or the Audit Committee selects.

X.   FISCAL YEAR

The Fiscal Year of the Corporation shall be determined by resolution of the Board of Directors.

XI.   LIMITED LIABILITY AND INDEMNIFICATION

1. Liability. The members of the Board and the officers of the Corporation shall not be personally liable for any debt, liability, or obligation of the Corporation. Any and all persons or entities extending credit to, contracting with, or having claims against the Corporation may look only to the funds and property of the Corporation for the payment of any such contract or claim or for the payment of any debt, damages, judgment or decree, or any money that may otherwise become due or payable to it or them from the Corporation.

2. Right of Indemnity. The Corporation shall to the fullest extent to which it is empowered to do so by the Delaware General Corporation Law, as amended, or any other applicable laws as may be in effect from time to time, indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Director, member of the Advisory Board, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided, however, that the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person if such proceeding (or part thereof) initiated by such person was authorized by the Board of Directors of the Corporation.

3. Determination of Conduct. In the event that the Delaware General Corporation Law or any other applicable laws require that there be a determination that indemnification is proper based on whether the conduct of the person seeking such indemnification meets any applicable standards required by the Delaware General Corporation Law as amended, or otherwise, such determination shall be made under the presumption that the person seeking indemnification has met such standards. Any person demanding indemnification under Section 2 of this Article shall be entitled to file a lawsuit, in any court of competent jurisdiction, challenging any determination that results in such person’s not receiving the indemnification demanded, and, in any such action, the Corporation shall have the burden of proving that such person did not meet the applicable standards of conduct.

4. Expenses and Advances. Expenses incurred in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount if it shall ultimately be determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation as authorized in these Bylaws or otherwise.

5. Other Rights. The indemnification provided in this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any By-Law, agreement, vote of disinterested Directors or otherwise, both as to actions in his or her official capacity and as to actions in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors, administrators and other legal successors of such person. 

6. Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, member of an Advisory Board, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under this article.

XII.   TAX-EXEMPT STATUS

1. Gifts to the Corporation. The Board of Directors may accept, on behalf of the Corporation, any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation, so long as such acceptance does not jeopardize the Corporation’s tax-exempt status as a Section 501(c)(6) trade association under the Internal Revenue Code of 1986, as amended (“Code”), or violate any provision of applicable state or federal law.

2. Limitation on Activities of Corporation. The Corporation is not organized for profit, nor shall any of its net earnings inure in whole or in part to Members, employees, or other individuals. 

XIII.   AMENDMENTS

These Bylaws may be altered, amended or repealed, provided, however, no amendment, alteration or repeal shall be effected which would adversely affect the tax-exempt status of the Corporation under Section 501(c)(6) of the Code. Any amendment or alteration to the Bylaws must first be approved by a majority vote of the Board or by unanimous written consent. The proposed amendment or alteration must then be submitted by mail or electronic communication to the voting Members of the Corporation and a simple majority of those returning ballots within 30 days must approve.