Constitution By Laws

Constitution & By-Laws
(effective April 2010)

ARTICLE I
Name

The name of this Association shall be the “Association of Medical Media.” This Association shall be incorporated not for profit and no part of the net earnings of this Association shall inure to the benefit of any private member or individual.

ARTICLE II
Purposes

The purposes of the Association shall be:  

1. To develop, maintain, and support high standards of publishing practices for the benefit of those in the medical profession and the healthcare industry.
2. To provide members with a forum for discussion of the problems that medical publishers face, and an opportunity for working together to develop programs that address these problems.
3. To promote the importance and advantages of medical publications as a prime communications medium to educate and inform.
4. To develop an understanding among civic, legislative, educational, and other groups who have an interest in one or more aspects of healthcare, of the important role of medical publications in upgrading medical care, as well as providing cultural, recreational, practice management, and other valuable information to physicians, nurse practitioners or physician assistants.

ARTICLE III
Membership
Section 1

There are five categories of membership: Full Member, International Association Member, Associate Member, Individual Medical Media Member and Independent Publisher’s Representative Member.

FULL MEMBER

In order to qualify for membership in this Association, a business organization must publish one or more publications meeting all of the following criteria:

1. The publication must have a circulation (paid or controlled), the majority of which is comprised of physicians, nurse practitioners, physician assistants, pharmacists, dentists, health care administrators, or other health care professionals.
2. Advertising in all publications must be open to and solicited from all qualified advertisers.
3. The circulation of each member publication must be verified by an outside source, to ensure distribution of the circulation outlined in its rate card, and be made available, upon request, to qualified advertisers and member publications.
4. A business organization must join for all publications which it or any wholly-owned subsidiary owns and which qualify under points one through four above.

In order to serve as an officer, voting director or attending staff person, an individual must be a principal or currently employed by a Full Member Company. However, in the event that  an officer of the board has a change in employment status, that person may complete his/her term or be elected to office at the approval of the board, as long as they have been employed in the past twelve months by a Full Member company.  If the officer, then changes employment again to a position other than one with a full member company, the board will consider the continuation of his/her term

INTERNATIONAL ASSOCIATION MEMBER

Multi-company medical publishing associations operating outside the United States may join the Association by invitation.

International Association members are not eligible to vote and their personnel may not be elected to the Board of Directors, but they may have a representative attend Board meetings.  The representative of the international association may attend all general meetings of the Association.

International Associations may use content from Association research, as long as credit is provided to the Association. 

ASSOCIATE MEMBER

Business organizations providing professional services to the physician and allied healthcare publishing industry may join the Association by invitation.

Associate members are not eligible to vote and their personnel may not be elected to the Board of Directors.  

INDEPENDENT PUBLISHER’S REPRESENTATIVE MEMBER

Independent Publisher’s Representatives serving the physician and allied healthcare publishing industry may join the Association by invitation.

Independent Publisher’s Representative members are not eligible to vote or to be elected to the Board of Directors. 

Section 2

All Members will adhere to the Code of Ethics adopted by the Association covering good publishing practices. The code may be amended from time to time in accordance with the principles set forth in Article IX dealing with amendments to the By-Laws.

Members of this Association who, in the judgment of the Board of Directors, are in sufficient breach of any provision of the Code to cause damage to the character or the reputation of the Association, shall be notified by the Board of Directors in writing of this Association's decision to suspend their membership. Such notification shall be accomplished by certified mail, return receipt requested.

The member whose membership has been so challenged by the Board of Directors of this Association may within ten days of the receipt of such notification file with the Secretary of this Association a statement of a desire to appeal this action to the membership. In such an event, this 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 suspension and expulsion. 

ARTICLE IV
Election to Membership

Election to membership shall be by the Board of Directors. Applications for membership shall be submitted on forms and returned to AMM staff.   

ARTICLE V
Voting

Each Full Member business organization of this Association shall be entitled to one (1) vote at meetings of the Board of Directors by a Board member or alternate who shall be designated on a prescribed form executed by the member and deposited with the Secretary.

Each full member company shall designate an alternate board member from their company.   The alternate shall be appointed annually and can be replaced as needed by the primary full member company representative. 

Only Board Members of this Association shall be entitled to vote but may transfer this right to the designated alternate of the delegate's business organization at any time permanently by duly notifying the Executive Director in writing or may transfer this right for any single meeting by contacting the Executive Director via telephone, facsimile, mail or e-mail.

ARTICLE VI
Directors, Officers, Executive Committee, Executive VP, and Executive Director

Affairs of this Association shall be governed and managed by a Board of Directors and an Executive Committee.

Section 1 – Board of Directors

1. A regular annual meeting of the Board of Directors shall be held in January or February, unless otherwise fixed by the President or the Board of Directors.
2. Special meetings of the Board may be called by, or at the request of, the President or 50% or more of the directors.
3. 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.
4. A majority of the then acting Board of Directors shall constitute a quorum for the transaction of business at any meeting of the said Board.
5. A director may be elected for any number of terms whether successively or not. A President shall serve as a Director for three years following his/her presidency.
6. A Full Member company may nominate a new representative to serve as their director at any time during the term.

Section 1 A.  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 except those, which, in the opinion of the President of the Board of Directors, require the prior approval of the Board of Directors.

The Executive Committee shall consist of the President of the Board of Directors of the Association, the President-Elect, the immediate Past President, the Treasurer, the Secretary, the Executive Director and any two other voting members of the Board to be selected by the President. The president also reserves the right to select an Associate Member advisor to the Executive Committee.  Should any of these individuals be unable to serve, an additional person will be selected. The Executive Director and Associate Member Advisor shall not exercise any voting rights. The President of the Board of Directors 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. Such action shall be recognized as an act of the Board of Directors, provided however, that decisions of the Executive Committee shall be subject to review and acceptance or modification, as appropriate, by a vote of a majority of the full Board of Directors. A member of the Executive Committee unable to participate in any meeting may give his/her proxy on any specific matter scheduled for a vote to an Accompanying Staff Member.

The Executive Committee shall meet as necessary upon not less than one week's notice given by the President.  Executive Committee members are expected to attend 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 2 – Officers

1. President-Elect. In the absence of the President, the President-Elect will perform the duties of the President. The President-Elect shall be nominated and voted for in accordance with the provisions of Article VI, Section 4, and shall automatically assume the office of President without further nomination and election to that office.
2. Secretary. The Secretary shall maintain a record of membership and maintain minutes of all meetings; shall inform all members of the subject matter to be discussed at each meeting; shall notify the members of any proposed amendments to these By-Laws to be taken; shall have charge of such books and papers as may be necessary; and generally perform all duties usually appertaining to the office of the Secretary. The Secretary, with the approval of the Board of Directors, may delegate duties to the Executive Director.
3. Treasurer. The Treasurer shall keep an accurate account of all money received and disbursed by the Association. The Treasurer, with the approval of the Board of Directors, may delegate duties to the Executive Director.
4. An Officer may hold only one office at a time.

Section 3 – Nominations

Nominations for Officers and the Executive Committee 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. The Nominating Committee must always consist of three members.

Section 4 – Elections

The Executive Committee and the Officers shall be elected from individuals in the employment of Full Member companies. There shall be no more than one Director or Officer from any member company.

The election of Officers shall be held by written ballot any time after October 31.  The Nominating Committee shall propose the names of the candidates for election for the forthcoming year and their names shall be reported to the Board of Directors.   Staff will mail the ballot to all Board members. Any Board member may write-in the name(s) of individual(s) to replace any nominee, and the candidate receiving the majority of the votes of the Board members shall be declared elected.

Section 5 – Tenure

The Officers and 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 this Association to such office to serve the balance of the unexpired term.

Section 6 – Bonding of Treasurer and Other Officers

At the direction of the Board of Directors, the Secretary or the Treasurer or any other Officer, duly appointed paid or non-paid consultant, or employee of this Association shall be bonded, premium on said bond to be paid by the Association.

Section 7 – Executive Director and Association Management Company

The administrative and day-to-day operation of AMM may be the responsibility of a salaried staff head or firm employed or appointed by, and responsible to, the Board of Directors.  The salaried staff head or, in the case of a firm, chief staff officer retained by the firm shall have the title of "Executive Director."  The Executive Director shall have the authority to execute contracts on behalf of AMM and as approved by the Board of Directors.  The Executive Director may carry out such other duties as may be specified by the Board of Directors.  The salaried staff head or firm shall employ and may terminate the employment of members of the staff necessary to carry out the work of AMM.  The Executive Director shall be an ex officio, non-voting member of the Board of Directors and Standing Committees except as otherwise provided by the Bylaws.

ARTICLE VII
Contracts, Checks, Deposits, and Funds
Section 1 – Contracts

The Board of Directors may authorize any Officer or Officers or agent or agents of the Association to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, this 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 this Association shall be signed by such Officer or Officers, agent or agents, of this 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 this Association shall be deposited to the credit of this 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 this Association any contribution, gift, bequest, or device for the general purpose or for any special purpose of this 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 VIII
Meetings

An annual meeting of this Association shall be for the transaction of such business as may come before the meeting.

Section 1 – Annual Meeting

The annual meeting of this 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 this Association may be called by either the President or by 30% or more of the members of the Board of Directors. 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 place, day, and hour of any meeting of this Association shall be delivered, either by e-mail or mail, to all members, not less that 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 Directors or Accompanying Staff Members of this Association shall constitute a quorum at any meeting.

Section 5 – Rules

Roberts Rules of Order, Revised shall govern this Association in all matters in which they are applicable and not inconsistent with these By-Laws.

ARTICLE IX
Amendments

These By-Laws may be amended by written vote of two-thirds of the eligible Directors or Accompanying Staff Members as designated by the members, either present, by mail or e-mail, provided the proposed amendment(s) shall have previously been presented in writing to such delegates.

ARTICLE X
Committees

Committees may be appointed by the President and shall serve during the President's term of office.

ARTICLE XI
Dues

The dues of this Association for membership shall be fixed by the Board of Directors and subject to the approval by majority vote of the membership of this Association.

1. Any new applicant who becomes a member during the first six (6) months of this Association's calendar year must pay the full annual dues. An applicant who becomes a member during the last six (6) months will pay half the annual dues.
2. Any member who fails to pay annual dues within thirty (30) days from the mailing date of the dues statement by the Treasurer shall be reminded by the Treasurer. If such member fails to pay the dues within thirty (30) days after such notification, the member shall be dropped from the membership rolls and shall thereupon cease to be a member of the Association.

Approved: September 1975
Amended: October 1976, April 1978, January 1981, January 1989, September 1990, September 1991, January 1994, January 2001, January 2002, January 2005, January 2006, December 2007, March 2009, April 2010