Rules & ResourcesBylaws & Rules
Article 6 - Membership Meetings
6.1 Time and Place of Annual Meeting
The annual meeting of the members of the Bureau shall be held at a time and place in the United States or Canada as determined by the Board of Directors. Notice in writing shall be given by the secretary to all members not less than 10 days nor more than 40 days prior to the date of such meeting.
6.2 Votes, Proxies
(a) For purposes of voting at annual or special meetings of the members of the Bureau,
members may cast their vote or votes on each proposition, nomination or election brought
before any sessions of the meeting, or before the divisional meeting of the membership
division to which the member is designated. There shall be no cumulative voting. Each
proposition or directorship to be elected may receive only those votes to which the
member would be entitled if only one proposition or directorship were being voted upon.
(b) Each national advertiser member, each advertising agency member and each publisher member (except provisional publisher members) shall have one vote, except newspaper publisher members audited every other year and the individual newspapers participating in a weekly newspaper group audit plan, who shall have a fractional vote of one-half; each regional advertiser member shall have a fractional vote of one-half. Votes may be cast in person or by proxy. Associate members do not have voting rights.
(c) A Credentials
Committee shall be selected by the President and Managing Director and approved by the Chair of the ABC Board of Directors. The Credentials Committee shall consist of at least five members, one of whom shall be designated as chair, and three members shall constitute a quorum.
This committee will be charged with the duty of receiving and passing upon the credentials and proxies of members for the annual meeting and shall report to the chair of the meeting the number of votes present in person and by proxy eligible to vote at the annual meeting and the respective divisional meetings. The committee may act upon the affirmative vote of a majority of the members present at any meeting duly called at which a quorum is present. Information contained in the proxies will be deemed confidential until the convening of the respective meetings unless otherwise authorized by the Board of Directors. When more than one individual is named in a proxy, the decision of the individual first designated on the proxy and present at the meeting shall control.
(d) Proxies must be filed at the office of the managing director not later than the close of
business on the Friday of the week preceding the first day of the meeting at which they are to be voted. The Credentials Committee shall recognize no proxies filed after that time.
(e) The proxy of a member must be executed by a duly authorized officer of the
corporation or any partner of a partnership or the owner in case of individual ownership
or by the member representative of such member.
Substitution of a recorded proxy signed by the original proxy or one of them, if more than
one, and identifying the original proxy, must be filed with the managing director or his
representative either at his office or at the place of the annual meeting not later than noon
on the first day of the meeting at which such proxy is to be voted.
(f) The proxy of each division or group member eligible to vote on the election of its
group or division's directors may be designated by the eligible member to be cast in favor
of, or against, or left blank without designation, one of the eligible nominees, whose names have been placed in nomination for each directorship position to be elected in accordance with the bylaws.
(g) Any members in arrears for more than one quarter's dues or otherwise in arrears of
indebtedness to the Bureau, shall not have the right to vote in person or by proxy at any
regular or special meeting of the Bureau until such arrearage of dues or indebtedness is
paid.
6.3 Quorum
At any meeting of the Bureau members holding one-tenth of the full votes entitled to be cast, represented in person or by proxy, shall constitute a quorum for the transaction of business, and a majority vote shall decide all questions, unless otherwise provided by the bylaws.
6.4 Resolutions
All resolutions must be submitted in writing to the chair before being put to vote.
6.5 Reports
At the annual meeting the chair of the board shall report upon the activities of the Bureau and the treasurer shall submit a financial report.
6.6 Special Meetings
Special meetings of the Bureau may be called by the chair of the board or by the Board of Directors. A special meeting may also be called by members having one-twentieth of the full votes entitled to be cast at such meeting. Special meetings shall be held at a place to be designated by the Board of Directors. Notice of the date and purpose of such meeting shall be sent by the secretary to all members at least 10 days prior to the date of such meeting.
6.7 Procedures
Except as expressly provided herein, the procedure at all meetings of the Bureau, divisional meetings and committee meetings, shall be governed by ''Robert's Rules of Order."