SOUTHERN AUTOMOTIVE MEDIA ASSOCIATION
CONSTITUTION and BYLAWS (proposed)
Article I:
The Southern Automotive Media Association (SAMA) was formed to provide a platform for the South Florida automotive media community for the development and growth of its members and affiliates to strengthen their voice and representation in the industry.
SAMA's mission is to advocate communication, growth and development of its members and the industry as a whole; create a platform for the automotivecommunity to come together and discuss important issues affecting the industry; sponsor events for networking and the education of the members.
SAMA will accomplish this through monthly sponsored luncheons and other activities to the benefit of the automotive community.
Article II: Membership
A. Membership in the Southern Automotive Media Association is divided into four classes:
1. Individual Press
2. Corporate Business
3. Individual Associate
4. Corporate Associate
B. Membership qualifications:
1. Individual Press membership is available to any writer, editor, producer, photographer, broadcaster, or other such contributor who submits work on a regular basis, freelance or full-time, to an accepted publication, website, or other news outlet. Such work may include, but not be limited to, vehicle reviews, coverage of the industry in general, auto-related travel, or other automotive-related topics. Individual memberships are non-transferrable. Individual members are eligible to vote in the election of officers.
2. A Corporate Business membership is available to any publication or other news/media outlet/website whose primary focus is the automotive industry. Primary focus is defined as meaning that 50 percent of the outlet's editorial content is automotive-related. A Corporate/Business membership covers all individuals working for that company. (See by-laws for special rules governing attendance at SAMA functions.) Corporate memberships are limited to one vote per membership in election of officers. Individuals who are covered by a corporate membership also may purchase an individual membership.
3. An Individual Associate Membership is available to a person working in a public relations capacity involving the automotive industry, either with a public relations firm or with a manufacturer. An Individual Associate Membership is non-transferrable. Associate members are not eligible to vote in general elections for officers or on amendments to this Constitution.
4. A Corporate Associate membership is available to cover all communications personnel working for an automotive manufacturer, a public relations firm dealing with the automotive industry, a general interest publication that features less than 50 percent auto-related coverage, or other auto-related business, A Corporate Associate membership covers all individuals working for that company. Corporate Associate members are not eligible to vote in general elections or on amendments to this Constitution.
C. Applications for membership shall be submitted in writing to a Membership Committee consisting of three members. The Membership Committee shall assure that a prospective member meets the standards for membership as outlined above and may require proof that those standards have been met. The Membership Committee’s decision on an application shall be considered final, but a person whose application has been rejected may re-apply at any time if his job status changes.
D. Any member who is in good standing at the time of his/her retirement may retain membership in SAMA on an Associate basis. Those holding Individual Press or Corporate Business memberships at the time of their retirement will be assessed full-time Individual Press dues. Those Individual Associate members who are in good standing at the time of their retirement may continue their membership by paying Individual Associate fees. Those members who are covered by Corporate Associate memberships may continue their membership by paying Individual Associate fees. A member must renew his membership and pay the appropriate dues at the first due date after retirement to continue membership. Anyone who allows a membership to lapse after retirement must re-apply for reinstatement and re-admittance is subject to approval by the Executive Committee.
Article III: Officers
A. The business of the Southern Automotive Media Association shall be conducted by an Executive Board of four officers. The four officers shall be the President, Vice President, Secretary, and Treasurer and shall by elected by a vote of the Individual Press and Corporate Business (one vote per business entity) members. The officers may appoint three members to serve as Directors.
B. Eligibility for officers: Only those who are in good standing and hold Individual Press or Corporate Business memberships are eligible to hold the offices of President and Vice President. A member in good standing, including an Associate Member, is eligible to serve as Secretary and Treasurer and on the board of directors.
B. Officers shall serve a term of one year beginning on January 1 and culminating in December. New officers shall take over their responsibilities on January 1 of each year. (See by-laws for election procedures.)
C. The president shall be limited to serve two consecutive terms but may be eligible to serve on the board of directors upon conclusion of his/her term. The president also may run again for the office after a one-year period. Other officers may be reelected as long as they are willing to serve.
D. Directors shall serve a term of one year beginning on January 1 and may be re-appointed at the discretion of the incoming slate of officers. Directors serve in an advisory capacity except when voting as a group (one vote for all three members) to break ties.
E. Voting.
1. Each elected officer holds one vote in business matters concerning SAMA.
2. The three directors hold one vote among themselves if needed to break a tie of a vote of the officers.
3. A quorum of officers (three) shall be required at board meetings to conduct business. At least two directors must be present to vote to break ties.
4. If there are not two directors present to break ties or if they split their vote, the item being voted on will be carried over to the next scheduled board meeting.
Article IV: Duties of the Officers
A. The President shall:
1. Preside over monthly board and general membership meetings.
2. Be the official representative of SAMA at outside events.
3. See that SAMA operations, such as scheduling of monthly luncheons, invitations to SAMA events, managing of the website, and other activities, are being carried out on a timely basis and that other officers are properly fulfilling their duties.
4. Appoint committee chairs as needed to lead special projects.
5. Manage day-to-day business affairs for SAMA.
B. The Vice President shall:
1. Preside over the monthly board and membership meetings in the absence of the president.
2. Aid the President in coordination of the monthly luncheons.
3. Assist the President in the completion of his/her duties.
C. Secretary
1. Ensure that all legal obligations regarding the incorporation/nonprofit status of SAMA with the state or other governmental entities are met.
2. Maintain an updated list of members.
3. Notify members when dues are due. This may require correspondence and the sending of invoices to members who are based out of town and are not able to attend meetings regularly.
4. Handle general correspondence not related to financial matters of the organization.
5. Maintain the minutes of monthly board meetings.
D. Treasurer
1. Deposit dues and keep financial records received from members.
2. See that all outstanding debts of the organization are paid.
3. Keep the membership updated with financial reports at each general meeting.
4. Ensure that all necessary tax returns are filed in a timely manner.
E. Directors
1. A three-person Board of Directors shall be appointed by the current officers to serve concurrently with the officers. A director may be re-appointed by incoming officers.
2. Directors serve in an advisory capacity to the board on all matters and do not hold direct voting powers except in case of ties by a vote of the Executive Board. If a tie vote among the Executive Board occurs, the directors may break that tie assuming there are at least two directors in attendance to vote.
2. Directors may make policy recommendations to the Executive Board at any time.
F. Membership Committee
1. A membership committee consisting of three members shall be appointed to serve a one-year term. Each member may be reappointed each year.
2. At least one of the members of the membership committee shall be a Press Member, Individual or Corporate, and one shall be an Associate Member.
Article V: Amendments
Amendments to the SAMA Constitution may be made in two ways:
A. Submitted by general membership:
1. Amendments to the Constitution may be proposed in writing to the Executive Board with such proposals to be signed by three Individual Press or Corporate Business members who are in good standing.
2. Following discussion by the full membership, including associate members present, proposed amendments then shall be submitted for a vote by Individual Press or Corporate Business members.
3. If a quorum of Individual Press or Corporate Business memberships is present at the meeting, an amendment may be voted on at that time. At least two-thirds of the eligible members must approve the amendment before it goes into effect. If a quorum of Individual Press and Corporate Business members is not present, the proposed amendment shall be submitted in writing to the eligible members.
4. Approved amendments will go into effect on the following January 1 unless the amendment requires an earlier date.
B. Submitted by the officers.
1. Any member of the Executive Board may offer a proposed amendment to the constitution.
2. If the Executive Board gives its unanimous consent, the proposed amendment will presented at the next general meeting where it may be approved by a two-thirds vote of those Individual Press and Corporate Business Members who are present.
3. Approved amendments will go into effect on the following Jan. 1 unless the amendment requires an earlier date.
BY-LAWS
These by-laws shall govern activities for the Southern Automotive Media Association.
Section I: Elections
A. Election of officers (President, Vice President, Secretary, and Treasurer) shall be conducted yearly under the following guidelines:
1. Nominations for officers shall be made by voice at the October meeting. Nominations may be made by any member in good standing but must be seconded by a member holding Individual Press or Corporate Business membership. The Secretary shall serve as the nomination chairman and conduct the procedure at the meeting.
2. Persons nominated must give their consent to serve and be committed to filling the duties and meeting all the obligations of the office before the nomination is accepted. This may be done in writing in advance to the person making the nomination if the nominee is not able to attend the October meeting because of business reasons.
3. A general election will be conducted at the November meeting. Those members attending the November meeting shall receive a ballot upon arrival and vote at that time. Corporate members will receive one ballot to cover all members of that corporation. (A member of the corporation who also holds an individual membership shall receive a ballot also.)
4. Ballots shall be collected by an Election Representative designated by the Executive Board who will count the ballots and give the results to the President, who will announce the results.
5. All ballots must be given to the designated Election Representative by 12:30 p.m. on the day of the luncheon. Any ballots submitted after that time will be deemed to have arrived after the election and will not be counted.
6. Absentee ballots: Those members who are eligible to vote but cannot attend the November meeting shall request an absentee ballot from the President, preferably via e-mail. That absentee ballot shall be returned to the Election Representative by the day before the scheduled election. It is not permissible for a third party to bring an absentee ballot to the election site. The election representative shall bring those absentee ballots to the election site for inclusion with ballots collected at the site.
7. The election representative shall keep a record of those who have submitted absentee ballots, and those persons, should they be able to attend the meeting, cannot void their absentee ballot to vote in person onsite.
Section II: Membership dues
A. Membership dues cover a period beginning on January 1 and ending on December 31 each year. The dues schedule:
1. Individual Press, non-transferrable: $50 per year.
2. Corporate/Business: $150 per year.
3. Individual Associate: $100 per year.
4. Corporate Associate: $250 per year.
B. All dues are due on Jan. 1 of each year and may be paid in advance or at the January luncheon. Any dues not paid before that date are deemed to be late and the membership is deemed to be in probationary status. Payment in such cases must be received before the member is allowed to attend future SAMA events. Any member who has not paid his/her dues by March 1 will be stricken from the membership and must re-apply for reinstatement.
Section III: Luncheon guidelines
SAMA is a professional business organization designed to bring journalists, media organizations, corporate communications specialists, marketing and advertising representatives, and manufacturers in the automotive industry together to meet, network and exchange ideas on major issues concerning the industry.
The sponsors of the monthly luncheons are interested in getting news about their company/new vehicle/product/project out to members of the media for their enlightenment and education to further the professionalism of each member.
Therefore, the following policy for attendance at luncheons has been adopted:
1. Luncheons are open to members in good standing whose dues are current.
2. An individual may bring up to two guests to a luncheon provided those guests are prospective members. Such guests must then apply for membership and pay appropriate dues before attending another function.
3. A corporate member is entitled to two seats at the luncheon provided both are associated with the business. A corporate member may also bring a guest if that guest is associated with the corporation in some way. Example: an out-of-town executive from the parent company of the corporate member.
4. A corporate member who is sponsoring that month's luncheon may bring as many guests as it wants.
5. Husbands, wives, girlfriends, significant others, etc. who are not members, either under individual or corporate guidelines, are not eligible to attend the monthly luncheons.
6. The officers reserve the right to approve or disapprove any requests regarding guest attendance.
Section IV: Terry Jackson Memorial Award
Each year SAMA will recognize an individual for his or her outstanding contributions to SAMA and the automotive community with the presentation of the Terry Jackson Memorial Award. Terry was an outstanding figure in the South Florida automotive media community both as a writer for the Miami Herald and as Editor-in-Chief of the magazine AMI Auto World. Terry gave his support to SAMA from the beginning and despite fighting cancer at the time attended as many functions as he could. He died in January 2009.
Any member may submit a nomination for the Terry Jackson Memorial Award to members of the Executive Board. This must be done in writing stating your reasons for making the nomination by the September meeting. The selection of the recipient of the award will be done by the current officers.
Current officers are not eligible to receive the award, but past officers and all directors, past and current, are eligible.
The recipient of the award will be announced at the annual SAMA breakfast at the South Florida International Auto Show.
V: Special Events
A. SAMA may sponsor special events in addition to the regular monthly luncheons upon approval by the board. Chairmen to coordinate these events may be appointed by the President. Members are encouraged to take part as volunteers in conducting the events.
B. Current sponsored special events:
1. Rides 'n' Smiles
2. South Florida International Auto Show Awards. Current awards are Star of the Show, Concept Vehicle of the Show, and Green Vehicle of the Show. The number of awards may be changed upon approval by the Executive Board.
3. Auto Show Breakfast
Section VI: Business meetings.
C. All business procedures not covered by this Constitution or these by-laws shall be conducted under the guidelines of Robert's Rules of Order. Routine business matters may be approved by a vote of any members present at a monthly luncheon.
Section VII: Website
The SAMA website may be reached at For compensation, the webmaster will receive a complimentary Corporate Business membership.
Section VIII: Amending by-laws
Amendments/changes to the by-laws may be proposed by any member by submitting a written proposal to the Executive Board. At least five other members must co-sign the proposal. The Executive Board shall consider the proposal and give its recommendation to members at the next general membership meeting. A quorum of all members (more than 50 percent) must be present for a vote on the amendment/change to take place. If a majority of that quorum approves the amendment/change, the amendment/change is considered to be passed and it will go into effect immediately.