POMA Bylaws

 

Bylaws of the Professional Outdoor Media Association

Proposal to Incorporate Recent Changes Approved by the Board
 

Ratified by Membership - February 10, 2012

 

Article I Name and Location

 
1.1     The name of the association is Professional Outdoor Media Association (POMA). It is incorporated in the state of Pennsylvania. Its principal office location shall be flexible; it may be the state of residence of the Executive Director or at such other place as may be specified by the Board of Directors (the Board).

 

Article II Purposes and Powers
 
2.1     To serve the professional interests of the members.
 
2.2     To promote excellence in all media forms related to the shooting, hunting, angling and trapping sports.

 
2.3     To foster open communication and networking among members of the shooting and angling media and/or Corporate Partners in the shooting, angling industry and sportsmen’s conservation community.
 
2.4     To promote continuing education of the membership.
 
2.5     POMA may adopt a Mission Statement, Charter, Bylaws and other policy documents and require that members subscribe to the same.
 
2.6     POMA shall have all powers granted or allowed to non-profit corporations by applicable law.
 
2.6     No part of the organization’s activities shall involve promotion of propaganda, influence of legislation, intervention or participation in any political campaign on behalf of any candidate running for public office. The corporation shall not conduct other activities disallowed by law

 

(a) by a corporation exempt from federal income tax as provided for professional non-profit organizations in the United States Internal Revenue Code or any corresponding provision of any future United States Internal Revenue law or

(b) by a corporation, contributions to which are deductible under the United States Internal Revenue Code or any corresponding provision of any future United States Internal Revenue law.

 

Article III Governance
 
3.1     POMA shall be governed by a 10-member Board of Directors (excepting only 3.1(b)v, as described below). There may be two classifications of Board members:  1) Voting Media Member Directors, and 2) Corporate Partner Board Directors. Directors are elected from the Voting Media Membership, with the exception of one director who is elected from the Corporate Partner membership. Any further reference herein to “Board of Director(s),” “the Board,” or “Director(s)” shall include only Voting Media Member Director(s) unless specifically referencing the inclusion of Corporate Partner Board Directors. 

 

(a)  Directors and Officers: The Board shall consist of a Chairman, President, Secretary, Treasurer, which make up the Executive Committee, and six Directors, subject to 3.1(b) v. All Directors have voting privileges on Board actions, with the exception of the Chairman who shall have a vote only in the event a Board vote is a tie. The Corporate Partner Board Director, while eligible to vote on items presented to the Board of Directors, including election of officers, is not eligible to serve as an officer or chairman.

 

                    i.       Only current Voting Media Members in good standing, as designated in Section 6.2(a) of these Bylaws, may be elected as Voting Media Member Directors. Voting Media Member Directors must maintain their voting status throughout their term on the Board. Each director serves for a term of three (3) years or until elected an officer or until a successor is qualified and duly elected/appointed.
 

             ii.     Officer and director candidates shall have completed at least three (3) continuous years of membership or shall have worked at a level that fulfills the Voting Media Member criteria for a period of at least five (5) consecutive years prior to the election.
 

            iii.     Three officers are elected annually by and the Board of Directors. The officers are: President, Secretary and Treasurer. The president shall automatically succeed to the office of chairman at the opening of the annual conference/meeting, based on majority approval of the Board. Officer nominations are made by the Board of Directors.
 

           iv.     Each officer term is for one year. Officers may serve consecutive terms. Directors who are elected as officers before completing their full term on the Board relinquish their seat on the board. Officers who relinquish a board seat before serving a full three-year term on the board are permitted to run for the board again in the next election.
 

            v.     The Executive Committee composed of the officers, shall have all the powers of the Board of directors to transact business between Board meetings, when the full Board is unable to convene, in accordance with rules established by the Board. Actions required between Board meetings shall be ratified at the next meeting of the Board of directors.
 

           vi.     The Chairman presides over all meetings of the Board, acts as the liaison between the Executive Director and the Board. Chairman presides for a one-year term. If the outgoing President does not fill the Chairman position, the Chairman shall be elected from the current Directors.
 

          vii.     The President presides over all meetings of the membership, is responsible for outlining committee charges, and for the creation of ad hoc committees. The President is an ex-officio member of all committees except the Nominating Committee and is responsible for oversight of all committees. The President shall be responsible for member communications, the development of strategic partnerships and oversight of strategic marketing programs.

 

         viii.     The Secretary supervises the recording of the minutes of all meetings and votes of the Board and reports the minutes of those meetings to the membership. Meeting recordings/minutes shall be archived after they are published and made available to any member upon request.

 

           ix.     The Treasurer chairs the Finance Committee, is responsible with the Finance Committee for reviewing all POMA financial data, overseeing the preparation of a budget, all quarterly and/or annual financial reports and the filing of all taxes. In addition, the Treasurer and Finance Committee are responsible for overseeing any actions necessary by the Executive Director to ensure that all corporation registration and status documents and state and federal filings are kept current.

 

            x.     A Board of Directors vacancy (for Voting Media Members or Corporate Partner) shall be declared in the event a Director dies, resigns, loses status as a Voting Media Member (or Corporate Partner), or fails to attend two Board meetings without being excused by the Board. For this section and hereafter, a Board-excused absence shall be granted if approved by a majority of the voting Directors at the Board meeting in question. The candidate who received the highest number of votes in their respective membership category at the last Board election without being elected may be considered when filling a Director vacancy. A vacancy shall be filled in the method described in Section 3.1(b)vi herein.

 

           xi.     One Director shall be a member of each committee, except the Nominating Committee.

 
(b)      Terms of Office: Directors shall serve three-year terms. Terms expire and commence at the opening of the annual conference/meeting meeting.

 

         i.     Voting Media Member Directors shall be elected annually from a slate of nominees presented to the Voting Media Membership. Nominees not elected to office may be asked to fill a Board vacancy should it occur. The Corporate Partners elect a Corporate Partner Director as necessary. Only Corporate Partner Members as designated in Section 6.2 d) herein are eligible to vote in Corporate Partner Director elections.
 

        ii.     Board members, including the Corporate Partner Director, shall elect a President, Secretary and Treasurer, for one-year terms, immediately after the general board election. Officers may serve consecutive terms, but no director may serve more than four concurrent years as an officer. Directors who are elected as officers before completing their full term on the Board relinquish their seat on the board. Officers who relinquish a board seat before serving a full three-year term on the board are permitted to run for the board again in the next election.
 

       iii.     Directors may not serve consecutive terms. A Director must be off the Board for three years before running for a director position again; but may run for an officer position at any time.
 

      iv.     A vacancy shall be declared in the event a Director dies, resigns, loses status as a Voting Media Member or Corporate Partner Member, or fails to attend two Board meetings without being excused by the Board. At the election of the Chairman, the candidate who received the highest number of votes in the last Board election without being elected may fill a Director vacancy or the Chairman, with approval of a majority of the Board, may appoint a Director. The Chairman shall resolve any tie in such voting.

 

       v.     An appointment to fulfill a vacancy of two years or less on the Board, is not considered a full-length term. A Director who fulfills a term of less than two years may run for the Board at the end of his/her term. In the event an officer’s position becomes vacant, that position shall be filled by an existing Director, selected by a majority of the Board of Directors, who shall serve out the remainder of the officer term. The Board vacancy left by the newly elected officer shall then be filled as described in Section 3.1 (b) vi. of the Bylaws.
 

(c)      Removal of Officers and Directors: Officers, Voting Media Directors, the Corporate Partner Director, and appointed Counsel are subject to removal from office when deemed necessary by the Voting Media Membership or the Board of Directors.
 
Removal may be executed in one of two ways: (1) The Board of Directors (including the Corporate Partner Director) may remove any officer, Director (Voting Media or Corporate Partner), or Counsel by a super majority vote (75 percent) of the entire Board. The subject of the removal process would not have a vote. (2) The Voting Media Membership may remove an Officer, Voting Media Director, or the Corporate Partner Director by petitioning for a recall election.
 
The petition must contain the signatures of 20 percent of the Voting Media Membership and must be delivered to the Executive Director. The Executive Director must then certify the names and membership status of all petitioners and deliver the petition by certified mail to the person subject to recall within seven days of receipt.
 
In both instances the Officer, Voting Media Director, Corporate Partner Director, or Counsel may respond to the Board or petition, but must do so in writing within 14 days upon receipt of Board notification or petition. The Executive Director shall send a recall election ballot and subsequent response to all Voting Media Members 30 days after receipt of a recall petition.
 
Anonymous ballots must be returned to the Executive Director via regular U.S. Mail or other courier, postmarked on or before the deadline date specified on the ballot. Recall would require a simple majority (51 percent) of those voting.
 
The Executive Director shall oversee the counting of all election ballots and report the results to the Chairman and membership. At the request of the subject of the recall vote, an oversight committee, consisting of an appointee of the subject of the recall, a representative of the Board of Directors, and a mutually agreed upon third-party as selected by the two representatives, shall be formed. The Executive Director shall make all process, procedures, and counting of the ballots of the recall election open for the review of the oversight committee.
 
The Executive Director will report recall-voting results to the Board of Directors and membership via email, the corporate newsletter, or other media. Upon the affirmative super majority vote of the Board, or the reporting of a successful recall election by the Executive Director, the Officer, Voting Media Director, Corporate Partner Director, or Counsel is immediately removed from office and/or the Board of Directors.
 
3.2     Quorums: A quorum for the purposes of a Board of Directors meeting will be a majority of the members of the Board of Directors. A quorum at any meeting of the membership will be 10 percent of the Voting Membership.
 
3.3     The Board of Directors, by a majority vote of Directors in quorum is charged to conduct the normal business of the corporation. Only the Board of Directors can cause spending in excess of $5,000.
 
3.4     Counsels: The Board of Directors may seek the advice of or appoint legal counsel, tax advisors or other advisors when necessary to conduct business or in consideration of the needs of the membership.
 
3.5     Meetings: The Board of Directors must meet a minimum of two times per year. Additional meetings may be set by the Board, called by the Chairman, or by petition to the Chairman by a minimum of three Directors.
 
Meetings may be conducted at any time via virtual meeting rooms on the Internet, email, telephone conferencing or other mutually agreeable media.
 
3.6     There shall be an annual business meeting of the members at a time and place selected by the Board. The purpose of the meeting shall be to conduct business and approve actions of the Board since the last business meeting. Any matters reserved to the members for decision may also be decided by mail ballot with passage by a majority of votes cast, provided the number of votes cast is sufficient to constitute a quorum of the Voting Membership.
 

Article IV Executive Director
 
4.1     An Executive Director, under direct supervision of the Board Chairman, may be on contract to the corporation and may serve at the pleasure of the Board of Directors and as outlined in POMA’s Policy Papers. The Executive Director shall serve as the spokesperson for the organization and shall be the Chief Executive Officer of the corporation.


Article V Elections  

 
5.1     A Nominating Committee shall present a list consisting only of Voting Media Member candidates for directorship to the Board. The list of names shall then be published on the Web site or in printed form to the general membership by March 1.
 
For thirty days after the publication of the Nominating Committee's selections, a minimum of 10 Voting Media Members may petition the Nominating Committee to nominate additional eligible members.
 
All nominees must have agreed to run for office and must submit a written profile and photo for publication in the corporate newsletter, Web site or other publication.
 
The Executive Director shall verify each nominee’s qualification and eligibility for Board service and publish the candidates’ names, profiles and photos.
 
Elections shall be held by anonymous ballot, distributed to the Voting Media Membership by a process determined by the Board (including the Corporate Partner Director). The ballots shall be received by the Executive Director or other non-Board member via mail or electronic method for tabulation.
 
The Executive Director shall oversee the counting of all ballots, reporting the results to the Board of Directors and membership. A certified public accountant may be used to certify ballots in lieu of the aforementioned process. The Executive Director will report voting results to the Board of Directors and general membership via email, the corporate newsletter, or other media.

 

5.2         The Corporate Partner Advisory Council shall present a list of Corporate Partner Director candidates to the Board. The list of names shall then be published on the Web site or in printed form to the Corporate Partner membership.
 

Thirty days after the publication of the Corporate Partner Advisory Council nominees, a minimum of 10 Corporate Partner members may petition the Corporate Partner Advisory Council to nominate additional eligible members.

 

All nominees must have agreed to run for office and must submit a written profile and photo for publication in the corporate newsletter, Web site or other publication.

 

The Executive Director shall verify each nominee’s qualification and eligibility for Board service and publish the candidates’ names, profiles and photos.
 

Elections shall be held by anonymous ballot, distributed to the Corporate Partner membership by a process determined by the Board (including the Corporate Partner Director). The ballots shall be received by the Executive Director or other non-Board member via mail or electronic method for tabulation.

 

The Executive Director shall oversee the counting of all ballots, reporting the results to the Board of Directors and membership. A certified public accountant may be used to certify ballots in lieu of the aforementioned process. The Executive Director will report voting results to the Board of Directors and the general membership via e-mail, the corporate newsletter, or other media.
 

Article VI Membership
 
6.1     The Board shall determine membership classes and the criteria for qualifying for each class.
 
6.2     Membership Classes: The following membership classes, as defined in the POMA Membership Criteria, shall exist:

 

a)    Voting Media

b)    Associate Media

c)    Public Agency

d)    Corporate Partner

e)    Corporate Partner Media Outlet and/or Staff

f)    Charter

g)    Cornerstone

h)    Heritage Media

i)     Retired Media

j)     Student

k)    Associate Industry Professional

 
6.3     Member Rights: Only Voting Media Members as designated in Section 6.2 a) shall be entitled to vote in organization elections/ballots. Corporate Partner Members as designated in 6.2 d) can vote only in elections for Corporate Partner Director and in specially designated initiatives as announced by the Board of Directors. Only Corporate Partner Members as designated in 6.2 d) can vote in Corporate Partner Director elections.
 
6.4     Application: Applicants are bound by the Charter Statement, Mission Statement and other published organizational policy documents. Such agreement shall be stated on the application form and be agreed to by signing the application. Falsification of any statements on an application for membership shall result in the application being denied or membership being revoked. The failure of this Association to discover or after discovery to take any action on any applicant’s falsification of statements shall not be construed as a waiver of any rights to take such action in the future.
 
6.5     Action on Applications: All applications shall be approved or denied by a Membership Committee and/or the Board of Directors as outlined in the Membership Policies Statement.

 

6.6     Unauthorized Use of Membership Mailing List: Penalties for unauthorized use of the membership mailing list may be levied against members and/or non-members based on procedures approved by the Board of directors. Stipulations for use of the mailing list and potential penalties for unauthorized use must be published to the public and membership and included with each mailing list distributed for use by members.
 

6.7     Discipline of Members: The Board of Directors may deny an application for membership or discipline a member for any reason, including but not limited to concern about the applicant’s or member’s adherence to professional ethical standards, a history of criminal or disruptive behavior, misstatements on applications or credentials, actions that adversely affect good governance purposes or the mission or goals of POMA and unauthorized use of the membership mailing list. Discipline of members, including suspension or expulsion, shall be in accordance with Roberts Rules of Order.

 

Article VII Fees/Dues


7.1     Changes to Board-established dues for any class of membership shall be ratified by a vote of the Voting Media Membership. A simple majority of votes cast shall determine the success or failure of dues changes. Dues changes shall take effect at the beginning of the fiscal year, following the membership vote.
 

Article VIII Indemnification of Officers and Directors
 
8.1     To the maximum extent permitted by law, POMA shall indemnify each Director (Voting Media or Corporate Partner) and Officer, whether or not then in office, and the corporation may indemnify or agree to indemnify any person who is serving or has served as an employee of the corporation, against attorney fees and expenses, judgments, decrees, fines, penalties, interest, costs, or amounts paid in settlement in connection with the defense of any pending or threatened action, suit or proceeding, criminal or civil, to which such person is or may be made a party by reason of being or having been such Director, Officer or employee.  POMA’s duty to indemnify under this section may be limited, wholly or in part, by a majority vote of Directors at a meeting to determine indemnity issues, if the Board of Directors determines that such Director, officer or employee (i.e., the candidate(s) for indemnity):

 

a) was or has been adjudicated to have been guilty of misconduct in the performance of a duty to the corporation;


b) did not act in good faith in what such person(s) could reasonably believe to be the best interest of the corporation;


c) was or is in any manner the subject of a criminal action, suit or proceeding and had no reasonable cause to believe that any conduct in question was unlawful; or

 

d) was guilty of an intentional act.


At any Board of Directors meeting to address indemnity obligations, any candidate for indemnity shall not be permitted to vote on their individual claim for indemnity. In determining whether indemnity obligations exist in favor of a Director (Voting Media or Corporate Partner), Officer, employee or Counsel, the Board may rely conclusively upon an opinion of independent legal counsel retained for the purpose of rendering such an opinion.

 

Article IX Robert's Rules of Order
 
9.1     Robert’s Rules of Order will govern this corporation’s conduct in instances where the bylaws do not address proper procedure. In certain instances, the laws in the state of incorporation may take precedence.

 

Article X Committees
 
10.1    The following shall be standing committees. Except as indicated, the members and chairs shall be appointed by the President and approved by the Board. Committee volunteers and service may come from any POMA membership class or representative of a Corporate Partner member. Counsels may serve on standing committees as Ex-Officio (non-voting) members

a) Board Nominating
b) Conference
c) Finance
d) Member Screening
 

The Board President may appoint ad-hoc committees as needed. Board approval of committees and committee dissolution is required. 

 

Article XI Funds
 
11.1    The Operating Fund shall be a non-restricted fund whose assets are used to satisfy POMA’s current financial obligations. This fund shall be administered by the Executive Director and Finance Committee. The fund shall consist of all present assets of the fund, income of the fund that is not distributed and all contributions to the fund.
 
11.2    The Executive Director shall manage the daily operations of the fund.
 
11.3    Only the Board of Directors may cause spending in excess of $5,000.
 
11.4    Assets not immediately needed to satisfy current obligations may be invested. A majority of the Finance Committee will make decisions regarding investments of the fund’s assets.

 

11.5 — Restricted Endowment Trust Fund — The organization shall establish and manage the POMA Restricted Endowment Trust Fund for the purpose of generating income for the organization’s general operation. The Board shall act as the fund’s trustees. The principal of the fund may not be accessed for any reason. Only interest earned by the fund may be utilized. POMA’s Treasurer shall serve as the chairman of the fund trustees.

 

(a)  One (1) percent of all annual membership dues shall be transferred into the Restricted Endowment Trust Fund, if/when the annual budget allows;

(b)  All contributions to POMA specified for the Restricted Endowment Trust Fund must be deposited in said account;

(c)  Any contribution to POMA, not specified for a particular use and/or account, shall be deposited into the Restricted Endowment Trust Fund;

(d)  Five percent of all net moneys generated through auctions, raffles or other fund-raising efforts, shall be deposited into the Restricted Endowment Trust Fund, if/when the annual budget allows;

(e)  All net moneys generated through any program or fund-raising event  where proceeds are specified for the Restricted Endowment Trust Fund shall be deposited into the fund.
 

Article XII Financial Review
 
12.1    The Board shall direct the Executive Director to select a certified public accountant to conduct a biennial review of the books and records of POMA, including the Operating Fund and any other funds that may be established. A copy of the financial review shall be supplied to each member of the Board. A copy of the financial review also shall be kept at the principal office of POMA and shall be available for inspection by any member.

 

The Board shall direct the Executive Director to select a certified public accountant to conduct a full audit of the books and records of POMA, including the Operating Fund and any other funds that may be established:

 

a) If/when executive management/executive director changes are made;

b) Every sixth year, beginning at the end of the 2012 fiscal year.

 

 

Article XIII Dissolution
 
13.1    In the event of dissolution of this corporation, the Board of Directors shall, after paying or making provisions for payment of all the liabilities of POMA, transfer the assets to non-profit organizations whose main focus is promoting traditional outdoor sports communications, the heritage of the shooting, hunting, angling, trapping or fish and wildlife conservation. Any assets of POMA not disposed of by action of the Board of Directors shall then be disposed of by the court of the county in which the principal place of business is then located, but only to non-profit organizations organized and operated for the reasons previously stated.

 

Article XIV Amendments
 
14.1    Changes to the bylaws of this organization may be proposed in either of the following ways:
 
a)       A change may be proposed by a majority vote of the Board provided all Board members are copied with a written notice of the proposed change at least 14 days in advance of the vote, or each Board member affirmatively acknowledges they are in receipt of the proposed changes. A Board approved change must be published for the entire membership to view, and if published electronically, an e-mail containing the proposed changes must be sent to each Voting Media Member at their e-mail address of record at least 14 days in advance of the close of the vote. 
 

b)       A change may be proposed by the written initiative of fifteen percent (15%) of the Voting Media Members. A change submitted in this way must be submitted in writing to the Executive Director for delivery to all Board Members. Upon receipt, the Board must publish the proposed bylaws change and submit it to the membership for vote. The Board shall have the right to simultaneously publish its recommendations for or against the change and to offer an alternative to the proposed change. However, a proposed change originating from the membership must be presented to the full membership in the exact format as submitted.


14.2    A simple majority of votes cast by the Voting Media Members shall be sufficient to approve or reject bylaw changes made by either of the permitted ways.

 

14.3    The Board of Directors is authorized to adopt, and revise from time-to-time as necessary, POMA Policy Papers to manage the business and organizational operations of this association. Changes to and revisions of the POMA Policy Papers shall require a simple majority vote of the Board of Directors. POMA Policy Papers shall be subject to and governed by these bylaws. In the event of any conflict between POMA Policy Papers and these bylaws, these bylaws shall control.