AMENDED AND RESTATED

BY-LAWS OF

CHILDREN’S MEDIA ASSOCIATION INC.


ARTICLE I


PURPOSE


Children’s Media Association ("CMA"), formerly known as “Women in Children’s Media,” is a nonprofit association of media professionals who are committed to creating and distributing thoughtful, entertaining media to children and young adults. CMA supports this community by producing educational events, promoting professional development, and helping the public to lead, innovate, and shape the future of children's media. The CMA is organized exclusively for charitable and educational purposes under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.


ARTICLE II


MEMBERS AND NON-VOTING AFFILIATES


Section 1. Members. The Board of Directors (the “Board”) serving during any period shall be the sole voting members of CMA for that period. 


Section 2. Non-Voting Affiliates. The Board may approve classes of non-voting affiliates with rights, privileges, and obligations established by the Board. Affiliation is open to the public, and affiliates may be individuals, businesses, and other organizations that seek to support the purposes of CMA and which meet the guidelines established by the Board. The Board, a designated committee of the Board, or any duly elected officer in accordance with Board policy, shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations. At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate’s consent. Affiliates have no voting rights, and are not members of CMA. Nothing herein shall prohibit CMA from referring to Affiliates or other classes of contributors as “Members,” or to affiliate status as “Membership,” and doing so shall not be interpreted to confer any voting rights or other rights usually reserved for voting members. 


Section 3. Dues.Any dues for affiliates and members shall be determined by the Board. 

ARTICLE III


BOARD OF DIRECTORS

Section 1. Powers and Number. The business and affairs of CMA shall be managed by or under the direction of the Board of Directors. The Board may adopt such rules and  procedures, not inconsistent with the Certificate of Incorporation, these By-Laws or applicable law, as it may deem proper for the conduct of its meetings and the management of CMA. CMA shall have a Board consisting of at least three (3) and no more than thirty-five (35) members.  Within these limits, the Board may increase or decrease the number of members serving on the Board, including for the purpose of staggering the terms of Board members. Each member of the Board shall be at least eighteen (18) years of age.


Section 2. Duties and Responsibilities. The Board shall be responsible for advising the officers on primary organizational issues. The Board is expected to attend Bi-Annual Board of Directors meetings and vote on items posed by the officers. The members of the Board are also expected to attend occasional CMA events, make introductions to industry leaders, and provide mentorship to the officers.


Section 3. Newly Created Board of Directorships and Vacancies. Newly created Board of directorships and vacancies among the Board for any reason may be filled by vote of a majority of the Board then in office, regardless of their number, and the Directors (“Board Members”) so elected shall serve a two year term.


Section 4. Compensation. Any Officer or Board member of the CMA is authorized to receive a reasonable salary or other reasonable compensation for services rendered to the CMA when authorized by a majority of the Board, and only when so authorized.


Section 5. Resignations. Any member of the Board may resign from office at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the CMA or its President. The acceptance of a resignation by the Board shall not be necessary to make it effective, but no resignations shall discharge any accrued obligation or duty of a Board member.


Section 6. Removal. Any member of the Board may be removed at any time with cause by a majority of the Board then in office at any special meeting of the Board called for that purpose, provided that at least one (1) week notice of the proposed action shall have been given to the entire Board then in office. 


Section 7. Meetings. Meetings of the Board may be held at any place determined by the Board, or as shall be specified in the notice or waivers of notice thereof. Bi-annual Meetings of the Board in each year shall be held bi-annually. Special meetings of the Board shall be held whenever called by a majority of the Board or the President of the Board, in each case at such time and place as shall be fixed by the person or persons calling the meeting. The President of the CMA shall preside at all meetings or, in the absence of the President, another appointed officer or member may preside over the meeting. The Secretary of the CMA shall act as Secretary at all meetings, but in the absence of the Secretary, the presiding officer may appoint any person to act as Secretary of the meeting.


Section 8. Quorum and Voting. Unless a greater proportion is required by law, a majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business. Except as otherwise provided by statute or by these By-Laws, the vote of a majority of the Board present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.  If at any meeting of the Board there shall be less than a quorum present, the Board present may adjourn the meeting until a quorum is obtained. Voting may be done in person, or over telephone or electronically.


Section 9. Action by the Board. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if a majority of members of the Board or the committee consent in writing, over telephone, or via email to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board shall be filed with the minutes of the proceedings of the Board. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.


Section 10. Notice of Meetings. Notice of the time and place of each regular or special meeting of the Board or the Officers, together with a written agenda stating all matters upon which action is proposed to be taken and, to the extent possible, copies of all documents on which action is proposed to be taken, shall be mailed to each Board Member or Officer, postage prepaid, or emailed, addressed to the Board Member’s residence or usual place of business (or at such other address as he or she may have designated in a written request filed with the Secretary), at least seven (7) days before the day on which the meeting is to be held; provided, however, that notice of special meetings to discuss matters requiring prompt action may be sent to Board Members or Officers at such address by email or fax or given personally or by telephone, no less than forty-eight (48) hours before the time at which such meeting is to be held, unless the meeting must be held within forty-eight (48) hours. Notice of a meeting need not be given to any Board Member or Officer who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her. No notice need be given of any adjourned meeting.


Section 11. Vacancies. In case of any vacancy in any office, a successor to fill the unexpired portion of the term until the next meeting of the Board may be elected by the Board of Directors. 


ARTICLE IV


OFFICERS


Section 1. Board Officers. Number and Qualifications. Board Officers shall be members of the Board, and may be elected to the Board prior to or concurrently with appointment as a Board Officer. The Board Officers of the CMA shall be comprised of a President, Vice President, a Secretary, a Treasurer, and other officers, if any, including one (1) or more Department Directors and the members of one (1) or more Regional Committees, as the Board may from time to time appoint. Each Board Officer shall have the authority and shall perform the duties set forth in these By-Laws or by resolution of the board or by direction of an officer authorized by the Board to prescribe the duties and authority of other officers. The board may also appoint additional vice-presidents and such other Board Officers as it deems expedient for the proper conduct of the business of the corporationeach of whom shall have such authority and shall perform such duties as the Board may determine. 

 

Section 2. Board President: Powers and Duties. The President shall preside at all meetings of the Members and of the Board.  The President shall have general supervision of the affairs of the CMA, and shall keep the Board fully informed about the activities of the CMA. The President has the power to sign and execute alone in the name of the CMA all contracts authorized either generally or specifically by the Board, unless the Board shall specifically require an additional signature. The President shall perform all the duties usually incident to the office of the President, and shall perform such other duties as from time to time may be assigned by the Board.


Section 3. Board Vice President: Powers and Duties. The Vice President(s) shall have such powers and duties as may be assigned to them by the Board. In the absence of the President, the Vice President(s), in the order designated by the Board, shall perform the duties of the President.


Section 4. Board Secretary: Powers and Duties. The Secretary shall keep the minutes of all meetings of the Board via electronic files. The Secretary shall be responsible for the giving and serving of all notices of the CMA and shall perform all the duties customarily incident to the office of the Secretary, subject to the control of the Board, and shall perform such other duties as shall from time to time be assigned by the Board.


Section 5. Board Treasurer: Powers and Duties. The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the CMA, and shall deposit or cause to be deposited all moneys, evidences of indebtedness and other valuable documents of the CMA in the name and to the credit of the CMA in such banks or depositories as the Board may designate. At meetings of the Board and whenever else required by the Board, the Treasurer shall render a statement of CMA's accounts. The Treasurer shall at all reasonable times exhibit the CMA's books and accounts to any Officer or Board Member of the CMA and shall perform all duties incident to the position of Treasurer subject to the control of the Board, and shall when required, give such security for the faithful performance of the Treasurer’s duties as the Board may determine.


Section 6. Board Officers: Powers and Duties.  Officers plan and execute events, engage Affiliates and ensure that the mission statement is being followed.  Officers shall attend regular meetings as well as bi-annual meetings of the Board. Officers shall have the power to appoint Coordinators to assist them in the planning and execution of their duties. One or more officers shall from time to time also attend Regional Committee meetings. 


Section 7. Non-Director Officers. The Board, or a Regional Committee so empowered by the Board, may designate additional non-director officer positions of the corporation and may appoint and assign duties to those officers.  


ARTICLE V


ELECTION OF BOARD MEMBERS AND OFFICERS


Section 1. Election and Term of Office.The Board and all officers shall be elected to hold office for two year terms; provided, however, that any Board member elected to fill an unexpired term (whether resulting from the death, resignation or removal or created by an increase in the number of Board members) shall hold office until the next election of the Board. The Board may be elected to any number of consecutive terms as determined by the Board. Board members and all officers shall be elected annually by a majority of the votes cast.


Section 2. Nominating Committee. Board members, Board Officers, and Non-Director Officers shall be nominated by a Nominating Committee, appointed by the President ninety (90) days in advance of the meeting at which the election will be held and subject to the approval of the Board.  Individuals interested in seeking election shall be solicited by the Nominating Committee through a general mailing, electronic communication, or other means as determined by the Nominating Committee. The Nominating Committee shall present its slate of officers and Board member candidates to the Board no less than 30 days prior to the election meeting. The Board shall approve the slate of nominees by a majority vote. 


Section 3. Affiliate Polling. Prior to any election of Board Officers or Non-Director Officers, the Board or a committee designated by the Board shall make the full slate of nominees available to all Affiliates in good standing. The Board or a committee designated by the Board shall then take a poll of Affiliates’ preference for nominated Board Officers and Non-Director Officers. Affiliate participation in such poll is voluntary. The Board shall vote to elect Board Officers and Non-Director Officers in accordance with the combined preference of the Affiliates who participated in the poll. The Board in its discretion may limit Affiliate participation in polls concerning officer elections to officers nominated for regional service in the area where the Affiliate resides, works or maintains any other connection satisfactory to the Board. In the event that the Board determines that any Affiliate-preferred nominee is no longer suited to serve in the capacity for which they were nominated, the Board may vote to elect another nominee or to postpone the election until suitable nominees are secured. 


Section 4. Elections. Elections will be conducted by a method approved by the Board.


ARTICLE VI


ADVISORS


Section 1. Powers and Duties. Advisors are comprised of former members of the Board and other appointed industry leaders. The Advisors do not sit on the Board or have voting authority. The Advisors are expected to advise the Officers on specific issues, which the Board deems necessary by majority vote. Advisors are also expected to attend occasional CMA events, make introductions to industry leaders, and provide mentorship to the officers.


Section 2. Election and Term of Office. Advisors shall be elected to hold office for undefined terms. 


Section 3. Resignations. Any Advisor may resign from office at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the CMA or its President. 


Section 4. Removal. Any Advisor may be removed at any time with cause by a majority of the Board then in office.


ARTICLE VII


EMPLOYEES AND AGENTS

Section 1. Employees and Other Agents. The Board may appoint from time to time such employees and other agents as it shall deem necessary, and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as a majority of the Board may from time to time determine. To the fullest extent allowed by law, the Board may delegate to any employee or other agent any powers possessed by the Board and may prescribe their respective title, terms of office, authorities and duties. 


Section 2. Compensation. Any employee or agent of the CMA is authorized to receive a reasonable salary or other reasonable compensation for services rendered to the CMA when authorized by a majority of the Board, and only when so authorized.


Section 3. Resignations. Any employee or agent of the CMA may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the CMA or its President. 


Section 4. Removal. Any employee or agent of the CMA may be removed with or without cause by a vote of the majority of the entire Board.


ARTICLE VIII


COMMITTEES


Section 1. Committees of the Board. The Board may, by resolution adopted by a majority of the entire Board, establish and appoint an Executive and other standing committees. The Board shall elect the Chairperson of each committee. Each committee so appointed shall consist of two (2) or more Board members and, to the extent provided in the resolution establishing it, shall have all the authority of the Board except as to the following matters:


(a) the filling of vacancies on the Board or on any committee;


(b) the amendment or repeal of the By-Laws or the adoption of the new By-Laws;


(c) the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable;


(d) the fixing of compensation of the Board Members or Officers for serving on the Board or any committee;


(e) take any final action on matters which also requires Board members’ approval;


(f) appoint any other committees of the Board or the members of these committees.


Section 2. Special Committees. Special committees may be appointed by the President of the CMA with the consent of the Board and shall have only the powers specifically delegated to them by the Board.


Section 3. Regional Committees.  The Board may, by resolution adopted by a majority of the entire Board, establish and appoint Regional Committees to further and support CMA’s Purpose in particular regions throughout the United States. Each committee so appointed shall consist of at least one (1) Board Officer, who shall be elected to the Board in part for the purpose of serving as a member of a specified Regional Committee.  Each Regional Committee will work with Non-Director Officers which may be appointed by the Board to produce educational events, promote professional development, and otherwise further CMA’s goals in the specified geographical regions. Regional Committees shall have only the powers specifically delegated to them by the Board. Nothing herein shall prohibit CMA from establishing regional divisions which are not managed by a Regional Committee. 


ARTICLE IX


CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS


Section 1. Checks, Notes and Contracts. The Board is authorized to select such depositories as it shall deem proper for the funds of the CMA and shall determine who shall be authorized in the CMA's behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents.


Section 2. Investments. The funds of the CMA 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, including stocks, bonds or other securities, as the Board may deem desirable. 


ARTICLE X


OFFICE AND BOOKS


Section 1. Office. The office of the CMA shall be located at such place as the Board may from time to time determine.


Section 2. Books. There shall be kept at the office of the CMA correct books of account of the activities and transactions of the CMA including a minute book, which shall contain a copy of the Certificate of Incorporation of the CMA, a copy of these By-Laws, and all minutes of meetings of the Officers and of the Board. Minutes may be filed electronically.


ARTICLE XI


FISCAL YEAR


The fiscal year of the CMA is the calendar year.

ARTICLE XII


INDEMNIFICATION


CMA shall indemnify any Officer or Board Member of CMA, and each such person serving at the request of CMA as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, 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, whether or not brought by or in the right of CMA, in a manner and to the fullest extent now or hereafter permitted by the Delaware General Corporation Law, upon determination having been made as to such person’s good faith and conduct as is required by the Delaware General Corporation Law.


ARTICLE XIII


CONFLICTS OF INTEREST, CONTRACTS

AND SERVICES OF DIRECTORS AND OFFICERS


Section 1.  Disclosure.  (a)  Immediately upon election or appointment to the Board or as a Non-Director Officer, all Board Members and Officers shall disclose any relevant interest which may pose conflict of interest questions.  Disclosure shall include any interest, financial or otherwise, in any association, organization, or partnership which provides professional or other services to the CMA. Disclosure statements shall be available to any Board Member or Officer of the CMA on request.

(b)  When any matter comes before the Board or any committee of the Board in which a Board Member or Officer has an interest, that interest shall be immediately disclosed to the Board or committee.


Section 2.  Definition of "Interest".  Whether a Board Member or Officer has an interest in a matter shall be determined by whether that person would derive an individual economic benefit, either directly or indirectly, from the decision on the matter by the Board or committee.  An "interest" is not intended to include positions on legislative matters of general impact.


Section 3.  Voting.  No Board Member or Officer of CMA shall vote on any matter in which he or she has an interest.


Section 4.  Non-Participation.  The Board may, by majority vote, ask any Board Member or Officer who has an interest in a matter not to participate, or to leave the room in which discussion is carried on; provided, however, that the interested Board Member or Officer may participate in any discussion regarding his or her exclusion.


Section 5.  Attempts to Influence.  Board Members and Officers shall not attempt to influence other Board Members and Officers regarding matters in which they are interested, without disclosing that interest.

Section 6.  Contract Review Committee.  If a contract is proposed in which a Board Member or Officer or an organization which employs a Board Member or Officer is a potential contractor, regardless of amount (an "Interested Party Contract"), a Contracts Review Committee (comprised as set forth below) or the Board shall review the contract and shall recommend that the President execute or not execute the contract.  Ad hoc Contract Review Committees shall be appointed by the Board as needed and shall consist of five (5) members of the Board disinterested in the Interested Party Contract. Either an ad hoc Contract Review Committee or the Board may review an Interested Party Contract; however, if a Contract Review Committee reviews an Interested Party Contract and recommends that the President not execute the Interested Party Contract, the Board subsequently may review the Interested Party Contract and may recommend that the President execute or not execute the Interested Party Contract.

ARTICLE XIV


AMENDMENTS


These By-Laws and the Certificate of Incorporation may be amended or repealed by the affirmative vote of a majority of the entire Board at any meeting of the Board.


ARTICLE XV


PRIVATE FOUNDATION STATUS


In accordance with Section 508(e) of the Code, if in any taxable year the CMA is a private foundation as defined in Section 509(a) of the Code, then in such year:


(a)  The CMA shall distribute such amounts for each taxable year at such time and in such manner so as not to subject the CMA to tax on undistributed income under Section 4942 of the Code;


(b)  The CMA shall not engage in any act of self-dealing which is subject to tax under Section 4941(d) of the Code;


(c)  The CMA shall not retain any excess business holdings which are subject to tax under Section 4943(c) of the Code;


(d)  The CMA shall not make any investments in such manner so as to subject the CMA to tax under Section 4944 of the Code; and


(e)  The CMA shall not make any taxable expenditures which are subject to tax under Section 4945 of the Code or corresponding provisions of any subsequent Federal tax laws

ARTICLE XVI


DISSOLUTION

Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.