BYLAWS
ARTICLE 1: Objectives
ARTICLE 2: Membership Qualifications and Obligations
ARTICLE 3: Dues and Service
ARTICLE 4: Board of Directors
ARTICLE 5: Officers
ARTICLE 6: Meetings
ARTICLE 7: Offenses and Punishments
ARTICLE 8: Appeals
ARTICLE 9: Resignation
ARTICLE 10: Distribution of Assets in the Event of Dissolution
AUDIT RULES
ARTICLE 1: Audit Schedule
ARTICLE 2: Publicity and Promotion
ARTICLE 3: Reports
ARTICLE 4: Paid Circulation
ARTICLE 5: Subscriptions
ARTICLE 6: Paid Mail Subscriptions
ARTICLE 7: Paid Carrier Subscriptions
ARTICLE 8: Single Copy Sales
ARTICLE 9: Bulk Sales
ARTICLE 10: Voluntary or Optional Paid
ARTICLE 11: Unpaid Mail
ARTICLE 12: Unpaid Carrier Single Copies
ARTICLE 13: Unpaid Carrier Residential Bulk
ARTICLE 14: Unpaid Carrier Non-Residential Bulk
ARTICLE 15: Non-paid Inserted Into Paid Publication
ARTICLE 16: Documentation of Printing
ARTICLE 17: School Subscriptions
ARTICLE 18: Other Definitions
GLOSSARY
ARTICLE 1
Objectives
The objectives of Certified Audit of Circulations, Inc. (hereinafter referred to as The Corporation) shall be to issue standardized statements of circulation of publisher members; to certify to the facts and figures shown in these statements by auditor’s examination of any and all records considered to be necessary by the Corporation and to disseminate such factual and circulation data only for the benefit of advertisers, advertising agencies and publishers.
Audit reports (statements) shall embrace facts and figures bearing on editorial and circulation policy, definition of audited circulation, distribution and circulation quantity, map of distribution area, and basic market data when such facts and figures are available from generally accepted and reliable sources. Only factual data, without opinion or promotional material, shall be reported, and The Corporation, thus establishing the necessary information on each member publication essential to its proper evaluation shall certify such facts and figures in the Audit Report by advertisers and advertising agencies.
ARTICLE 2
Membership Qualifications and Obligations
Section 1: There shall be four classes of membership as follows:
a) Advertisers,
b) Advertising Agencies,
c) Publishers of periodicals and publications edited to a local, regional or special interest audience and issued on a schedule of regular frequency, and
d) associate members.
Section 2: Any individual, firm or corporation which advertises, conducts an advertising agency, publishes a periodical or publication and practices auditable circulation as defined by these ByLaws, or requires circulation information for advertising purposes, shall be eligible for membership. Membership shall be non-transferable. Associate members shall represent companies or industry associations relating to publishing, but who are not themselves publishers, agencies or advertisers.
A publisher ineligible for membership as a publisher shall not be eligible for membership in any other class. All reference to a publisher member or membership for a publication in these ByLaws shall mean the legal entity holding membership.
Section 3: Publications with two or more editions. When advertising is sold as a unit in two or more publications owned by the same person, firm or corporation, such publications may be admitted under one membership. When such publications have a common or general name, all publications are subject to audit. Any exceptions to this rule must be approved by the Board of Directors. Membership dues shall be computed on the combined distribution of all publications.
Section 4: A corporation or any partner of a partnership or the owner in case of individual ownership admitted to membership in The Corporation shall, at the time of admission, designate in writing and file with The Corporation, on forms to be furnished by The Corporation, the name of registered agent, authorized and empowered to act in all dealings with The Corporation, as well as to vote membership at all annual or special meetings of The Corporation. Such registered agent may be changed at any time by filing with The Corporation a certificate canceling the authority of such registered agent and designating another person to act as registered agent.
Nothing contained in the ByLaws shall be considered to limit the right of any corporation member or any partner of a partnership or the owner in case of individual ownership, to execute a proxy to any person other than the registered agent to vote at any meeting of The Corporation, but in the absence of such proxy, such registered agent shall be deemed to have full voting rights.
Section 5: Application for membership shall be made on forms provided by The Corporation and all applicants shall therein agree to abide by the ByLaws and rules of The Corporation, and all amendments and additions that may in due form be made thereto. If in the opinion of the Managing Director the applicant meets all criteria as determined by the Board of Directors, the Managing Director may grant preliminary membership. Decisions may be appealed to the Board. The conferring of full membership will not occur until final qualification, as explained below.
When final qualification has occurred, the Managing Director shall notify all members of the Board of Directors. If any member of the Board of Directors files a dissenting opinion within a reasonable time after such notification, the Managing Director will present in writing the full particulars to each Director. A poll shall be taken, and full membership conferred or denied by a majority vote of the Directors.
An applicant for publisher membership shall, with his application, deposit a sum of money with The Corporation. Amount of deposit shall be the sum of a) first year’s membership dues; b) 50% of estimated initial audit charges; and c) 50% of the verification of carrier delivery survey charges, if required. The Board of Directors shall hold all deposits in escrow in Corporation’s bank account pending acceptance of application.
Within a reasonable time after receipt of application and deposit, the Managing Director may cause a preliminary examination of the applicant’s books and records to be made. The cost of preliminary examinations shall be included in the cost of the initial audit.
Arrangements for an initial audit shall be conducted by The Corporation within three months of probationary membership acceptance to cover a period ending with a calendar quarter (Article A, Section 6, Rules Governing Applicants for Publisher Membership). The release of such audit shall constitute final qualification and acceptance of membership. Until such release, an applicant shall not make any public announcement of application for membership, nor in any way imply connection with The Corporation, either present or anticipated (Article 10, Section 2, Publicity Permissions and Prohibitions.)
Section 6: Records of Publisher Members. If books and records are inadequate at the time of preliminary examination, applicant shall agree to immediately install and maintain adequate records in accordance with The Corporation’s requirements. In case of refusal to make such agreement, or in case such agreement has not been carried out at the time of the next attempt at audit, application shall be forfeited. Publisher may reapply after twelve months from date of cancellation of original application.
It shall be the duty of all publisher members to install, maintain and make available to The Corporation auditors at all times, true and accurate records of circulation, capable of being audited in accordance with the established auditing practices of The Corporation.
Continuous printing, distribution and circulation records shall be maintained on forms provided by The Corporation and in accordance with its rules and regulations for quarterly audit periods ending March 31, June 30, September 30 and December 31.
Section 7: Notice of Changes. Where a change occurs in a publication for which a publisher holds a membership, such as (but without limitation to the following): change of name, change of format, change of the nature or type of the publication, acquisition of one or more other publications, being acquired by one or more publications, or otherwise, the Managing Director shall be notified thereof in writing by the publisher member. If, after investigation, the Managing Director shall determine that the changes are not substantial, he shall so report, and Audit Reports of the publication shall continue without interruption or change in membership. If the Managing Director shall determine that the change or changes are substantial, he shall so report in writing to the publisher in question. When a publisher member adds a new masthead having the common name of current publication(s) he must request an audit of the new publication no later than six months after starting date of new publication; the Managing Director will then schedule an audit in the next audit cycle. If the change is substantial in circulation or distribution, dues of the member will be reassessed to reflect the cumulative distribution of all the member’s publications. Dues charges will be pro rata for the dues calendar year.
Section 8: Definitions. Audited circulation includes paid, (paid carrier and mail subscriptions and single issue sales to stores, stands, racks and counters), voluntary or optional paid, and such unpaid as mailed, carrier, residential bulk and employee copies which are supported by documentary evidence, capable of being audited and verified to be reported in the standardized statements of The Corporation.
b) Distribution is the sum total of all paid, voluntary or optional paid, unpaid circulation as well as carrier unpaid bulk delivery of five or more copies at such transient (non-resident) locations as stores, restaurants, shopping centers, etc.
c) Net press run is the sum total, after deduction for copies spoiled in printing, of distribution and all other copies (service, files, returns and unsold).
Section 9: It shall be the responsibility of the publisher to maintain true and accurate distribution records. The Corporation in accordance with its rules and regulations shall audit such records at least annually. If The Corporation cannot have access to the records within a reasonable time following the close of the appropriate calendar period, the member shall be deemed in violation of his application agreement and these ByLaws. Such violation shall result in suspension, probation, or expulsion of the member.
Publisher members shall file with The Corporation Publisher’s Statements for the six-month interval between annual Audit Reports on the forms supplied. These statements will be true and accurate representations of the distribution and must be certified to by signature of the publisher’s employee performing the duties of circulation administration and also by the publisher, business manager or general manager or by such other executive duly authorized by the publisher.
Publisher’s Statements and the information contained therein will be examined in the following Annual Audit. Whereas filing of Publisher’s Statements may have been considered an option in the past, it shall be a requirement of all members effective with the first six-month period following any Audit Report after March 31, 1984.
Before releasing to advertisers, directories or media lists, The Corporation shall furnish a copy of the Audit Report and Publisher’s Statement to the publisher for his review. Revisions or corrections not substantive to the actual audit findings shall be accepted and shall bear the certifications listed above.
If a proof is not returned with or without revisions within ten business days following receipt by the publisher, the Publisher’s Statement or Audit Report shall be deemed to be accurate and complete, and The Corporation shall release the document.
Section 10: Free distribution and voluntary (optional) paid publications with more than 10 percent non-mail delivery (own carrier system or contract carrier or distributor) shall be subject to an annual verification of delivery by The Corporation. Such verifications shall be independently conducted through phone or personal interviews on a random selection of recipient households or other recipients in publisher’s defined area of distribution; and methods and techniques shall conform to generally accepted market research standards. Publisher member shall not be given advance notification of the scheduling of a verification of carrier delivery survey. Member may include additional questions in questionnaire at additional cost unless the Executive Committee rules that such additional questions may contradict or contravene the original purpose. Respondents are to be screened to be certain that person interviewed is a regular adult member of household.
Section 11: For the purpose of accomplishing the objectives of The Corporation, its duly authorized representatives shall have the right of access to all books, records, and personnel pertaining to printing and circulation of a publisher member deemed necessary by The Corporation. This right of access may be exercised at any time, not only for the purpose of verifying a detail or details of an Audit Report, or for the purpose of investigating the accuracy of an Audit Report already released or for obtaining information which, in the opinion of the Managing Director may be pertinent to a future Audit Report. All such information and data so obtained, together with transcripts of any such books and records, work sheets, memoranda, communications to The Corporation and other information in its possession pertaining to an Audit Report, shall be confidential and used solely for the above purpose, and shall not be available or used for any other purpose except by authority of the Board of Directors. Any auditing firm retained by a publisher member to conduct its financial audits shall be automatically precluded by The Corporation from conducting circulation audits for the publisher member.
Section 12: Waiver of Damages and Indemnification
(a) Purpose and Scope. To maintain the economic well being of The Corporation and for the benefit of the membership as a whole, the following provision shall constitute a condition of membership, shall bind each member (and successor) and shall be for the direct protection of The Corporation (including its directors, officers, employees and agents).
(b) Limited damage waiver. Each member waives any right to assert claims for money damages against The Corporation for any action, negligence or breach relating to its performance or nonperformance of its activities or services, except that this waiver shall not apply to damages that are determined by final adjudication to have arisen from intentional misconduct on the part of The Corporation in verifying and disseminating erroneous circulation data. In no event, without limiting the foregoing waiver, shall The Corporation be liable for damages which are punitive or multiplied. This provision shall be without prejudice to members seeking damages against other individual members or third parties, but members are expected to act with diligence to assert any grievances promptly so as to avoid incurring any substantial losses.
(c) Member suits Members may assert claims or actions for non-monetary relief against The Corporation, but each member shall exercise the rights and remedies provided in the ByLaws and rules. A member shall not make or bring any claim, suit, or proceeding against The Corporation until after the member has exhausted all rights and remedies provided under the ByLaws and rules. (Article 7 - Offenses and Punishments and Article 8 - Appeals) Any member who brings an action against The Corporation shall fully reimburse The Corporation for all costs and expenses (including reasonable attorneys’ fees) which The Corporation incurs, unless the member’s action is successful in establishing a right to the relief sought.
(d) Indemnification. If The Corporation is subjected to any claims, action or proceeding arising from inaccurate information supplied by a publisher member, then the member shall fully reimburse and indemnify The Corporation for all costs and expenses (including reasonable attorneys’ fees) incurred in the defense and for all sums paid by way of settlement, judgment or other disposition.
(e) Enforcement. Any costs and expenses (including reasonable attorneys’ fees) incurred by The Corporation to successfully enforce these provisions against any member shall be reimbursed by the member of The Corporation.
(f) Existing legal rights. The provisions of this bylaw shall supplement whatever rights and protections, including common law rights to contribution or indemnification, which The Corporation may otherwise have by separate agreement or operation of law, but in no event shall The Corporation be entitled to more than a full recovery in any claim for reimbursement for a loss, cost or expense.
Section 13: Publisher member shall be furnished with the CAC insignia suitable for reproduction on publication’s masthead. Upon termination, the former member is prohibited from further use of insignia or in any manner representing himself as a member of The Corporation.
ARTICLE 3
Dues and Service
Section 1: Members in each division as specified above shall pay dues computed on an annual basis, and rates shall apply uniformly to its members. This schedule of such membership dues and fees will be determined by the Board of Directors.
Section 2: The Board of Directors shall set Dues for each class of membership. The Board at its annual meeting shall consider changes in dues, and if the dues are altered they shall not take effect until the start of the next calendar year.
Publisher dues shall be based on total distribution and applied according to a schedule. Substantive changes in total distribution during a calendar year will be reflected in a pro rata change in dues as required above. Publisher dues shall be billed yearly. Advertiser, advertising agency and associate members shall be entitled to attend and vote at general membership meetings and to receive all audit reports, publisher’s statements, newsletters and other communications released to the general membership.
Section 3: Each publisher member shall pay the cost of his audit and such other costs as may be required by the rules and standards of The Corporation and which shall be in addition to his annual dues. With regard to the audit, the same uniform rates as may be established by The Corporation from time to time, shall be used in computing the costs of audits of all publisher members. The same rule shall apply concerning all other costs incidental to the conduct of audits, certification of home delivery, and furnishing of reports in quantity.
Each publisher member shall be billed monthly for 1/11 of the previous year’s regular charges in advance in the current year. Regular charges shall be limited to those in connection with the annual Audit Report, Publisher’s Statement and Verification of Delivery Survey. Each publisher’s account will be reconciled at least annually.
Section 4: No audit shall be conducted, Audit Report released or other service performed for any publisher member indebted to The Corporation for more than 90 days providing that the member has been so informed in advance and the Managing Director has extended the full cooperation of his office to the delinquent member for the purpose of correcting the deficiencies.
Any member whose indebtedness to The Corporation is six months in arrears is automatically expelled and the account referred to The Corporation’s collection agency.
Section 5: When, in the judgment of the Board of Directors, the regular dues from the members for any fiscal period are in excess of or less than the amount necessary for the operation of The Corporation, exclusive of the cost of audits, certification of home delivery and costs of other services which may be set by the Board of Directors, said Board shall, for succeeding fiscal period, revise the schedule of dues in Article 3 to meet more nearly the actual cost of operation of The Corporation; thus taking into account such excess or deficiency, as the case may be, of dues previously paid.
Section 6: Services rendered to publisher members by The Corporation shall consist of but not be limited to the following:
•provide a copy of ByLaws and Rules,•provide a copy of Auditing Standards, Procedures and Definitions,•provide a copy of Initial Audit Report, continuing audit reports and publisher’s statements,•provide a copy of Certification Statement of Carrier Delivery,•furnish CAC standard record-keeping forms for purposes of recording and reporting data and information for auditing purposes,•furnish CAC insignia,•mail copies of audit reports to the advertiser and advertising agency members of the Board of Directors,•supply or furnish copies of audit reports to selected advertiser and advertising agency firms, and to trade associations. Such lists shall be determined by Managing Director.
ARTICLE 4
Board of Directors
Section 1: The control and management of The Corporation shall be vested in a national Board of Directors consisting of no fewer than 15 members nor more than 21 members who shall be either members of The Corporation or registered agents of members or such other officer, executive or partner as may be authorized by the member to represent it on the Board of Directors. The directors shall serve without salary and shall be elected by the membership for a term of five years. Directors representing the publishing division shall serve a maximum of two five-year terms consecutively. Directors representing the advertiser or advertising agency division will serve for two year terms that renewable upon board and member affirmation or until the election and qualification of their successors, such term of office to begin on July 1 following their election. Any vacancy occurring may be filled by a majority vote of the directors present at any regular or special meeting of the Board of Directors or by mail ballot.
No division’s representation shall exceed one-third of the total Board membership plus one. The director so elected or chosen to fill the vacancy shall serve until the election of his successor. The original terms of office under Bylaw Amendments as approved by Board of Directors in May 1974 shall be staggered so that no more than one member of each of the three divisions terms of office shall expire annually.
Regional Advisory Councils may be formed by metropolitan zones or geographical regions and such Councils shall be similar to the National Board in composition, except that all actions by Regional Councils shall be subject to the approval of the National Board. The Managing Director shall recommend to the National Board of Directors the establishment of Regional Councils, which shall be approved by the National Board.
Section 2: At least one director from each of the three divisions shall be actively engaged in or experienced in print media circulation.
Board members must be active in the profession relating to their divisional membership. Should a Board member, during his term of office, resign, retire or otherwise change his occupation, his term will expire as of the following June 30. The Board shall elect a successor to serve the unexpired term.
Section 3: A nominating committee, appointed by the President and consisting of at least one Board member from each of the three divisions, shall place in nomination prospective Board members for each division before the general membership at the annual meeting. A general election for each expired post shall be held and a majority of the votes cast by members present and proxies shall elect new directors
.
Section 4: The National Board of Directors shall have the power to make, publish, and enforce such rules and standards as they may deem necessary for the proper conduct of the business of The Corporation, including the power to modify, alter, or amend the ByLaws. Such rules and standards shall be in full force and effect until repealed by the Board of Directors, provided that any such rule or standard may be modified, altered or amended at any regular meeting of the members, or at any adjourned session thereof, or at any special meeting called for that purpose, or by mail ballot providing that at least twenty days’ notice of the proposed changes, repeal, modification, alteration or amendment is given to the Directors in the case of a mail ballot.
Section 5: The Annual Meeting of the National Board of Directors shall be held immediately following or immediately before the adjournment of the Annual Membership Meeting, or the two meetings may be held jointly. Regular and special meeting of the Board shall be held upon the call of the president or of any five members of the Board of Directors. At least ten days notice of the time and place shall be given in writing by the secretary of all directors of the holding of any meeting. A majority of all members of the Board shall constitute a quorum. Any director absent from three consecutive meetings shall be dropped from membership on the Board. Directors’ meetings, either regular or special, may be held within or without of the State of New Jersey.
Section 6: The National Board of Directors shall create such committees as may be necessary for carrying on the work and accomplishing the objectives of The Corporation, the members of such committees and chairmen thereof to be appointed by the president, subject to the approval of the Board of Directors. The members of any special investigation committee, as referred to in Section 7 hereof, shall be appointed annually and the chairman thereof designated by the president. The members shall be National Directors and shall consist of a Director from each division. It shall be referred to as the "Auditing Committee".
Section 7: When a special investigation of the circulation covered by an Audit Report is requested by a member, or when the Managing Director is of the opinion that a special investigation of the circulation covered or to be covered by an Audit Report is advisable or necessary, then and in either of such events it shall be the required duty of the Managing Director to advise the president that such request has been made and, whether, in the Managing Director’s opinion such special investigation is advisable or necessary.
The president shall forthwith refer the matter to the chairman of the standing Auditing Committee. It shall be the duty of the committee to consult with the Managing Director as to whether or not in any particular case a special investigation shall be made and to fix and determine the terms and conditions under which it shall be made. Upon being so advised by the Auditing Committee of their decision, the Managing Director shall make a report to the Board of Directors.
Section 8: Each officer (including the Managing Director), director, manager of audits and manager of surveys of The Corporation shall be indemnified by The Corporation against all judgments, costs and expenses (including counsel fees) reasonably incurred or imposed on such person or persons in connection with or resulting from any action, suit or proceeding to which he may have been made a party by reason of service or employment with The Corporation.
Indemnification includes any civil proceeding under the antitrust laws of the United States.
Indemnification as defined above shall continue whether or not the person continues in office or employment at the time when such judgment, cost or expense is incurred, except in relation to matters as to which a recovery shall be had against such person by reason of having been adjudged in such action, suit or proceeding as to having been derelict in the performance of the duties of office or employment. The foregoing right of indemnification shall not be exclusive of any rights to which the above-listed persons may be entitled as a matter of law.
No member of the Board of Directors, or officer or the Managing Director, or employee may incur any financial obligation in the name of The Corporation, except that such sums necessary to provide the financial needs of The Corporation may be borrowed upon the request of the Managing Director, with the written approval of the treasurer and the secretary or president of the Board of Directors. Notification of such obligation must be made immediately by mail to the Board of Directors.
ARTICLE 5
Officers
Section 1: The officers of The Corporation shall consist of a president of the National Board of Directors, a vice-president, a secretary who shall automatically serve also as assistant treasurer, a treasurer who shall automatically serve also as assistant secretary and a Managing Director. The officers, except for a Managing Director, shall be elected from among members of the Board. The Board shall elect all, including the Managing Director.
Each officer shall hold a particular office for one term of two years, except for the Managing Director who will be elected annually. All regular terms will commence July 1. An officer, except for the Managing Director, must have at least two years of his term as a Board member to qualify for election as an officer.
No person shall be elected president who is not an advertiser or advertising agency member. The Managing Director shall not be a member of the Board of Directors nor cast a vote in any proceeding but he will be directly responsible to the Board. If any officer is unable to fulfill his term of office such position shall be declared vacant and an election shall be held as soon as possible by the Board of Directors to fill such vacancy for the remaining portion of such term.
Section 2: The president shall be the presiding officer at all meetings of The Corporation and of the Board of Directors. He shall appoint members of such committees, designating the chairman thereof, as may be created by the Board of Directors, and shall also be an ex officio member without vote, of all committees. The president shall also have the responsibility to call regular and special meetings of the Board of Directors.
In the absence or incapacity of the president, the vice-president shall perform his duties. The vice president shall be elected from the agency or advertising board members.
Section 3: The secretary shall keep a record of all meetings of The Corporation and of the National Board of Directors. He shall also be empowered to sign and affix the corporate seal to all documents requiring his attest. By virtue of his office he shall also serve as assistant treasurer in the unavailability of the treasurer with full powers of treasurer.
Section 4: The treasurer shall be the chief financial officer of The Corporation with full powers to oversee all financial operations. He shall impose such operational policies and controls on the Managing Director and staff as necessary to assure complete, accurate and timely financial reporting. He shall recommend the choice of an independent auditor to the Board of Directors for approval each year at the annual meeting. The auditor, who may not perform any circulation reporting for any member, will be directed by the treasurer to examine and certify The Corporation’s books and other financial records at least annually.
The Treasurer shall direct the Managing Director to prepare monthly financial statements for review by the Executive Committee. He shall also report on financial performance to the Board of Directors from time to time.
The fiscal year of The Corporation shall be fixed as July 1 to June 30. The treasurer, at the annual meeting of the Board of Directors, will present the annual operating plan and financial implementation budget for approval.He shall also serve as assistant secretary in the unavailability of the secretary with full powers of that office.
Section 5: It shall be the duty and responsibility of the Managing Director to interpret and enforce the rules and standards fixed by the Board of Directors for members of The Corporation. The Managing Director shall assist in conducting the investigation and shall make reports and recommendations thereof as provided in Article 4, Section 7.
The Managing Director shall be subject only to the general supervision of the Board of Directors and be charged with the responsibility for directing all operations of The Corporation required for carrying on the work and accomplishing the objectives of The Corporation as authorized by the Board of Directors. He shall make all necessary contracts on behalf of The Corporation subject to approval of the Board of Directors.
He shall attend all regular and special meetings of the Board of Directors, and make a report annually to the Board of Directors, or more frequently if required by them, setting forth the progress and results of the operation under his charge, together with suggestions tending to improve the general operations of The Corporation. He shall also keep and maintain at the registered office of The Corporation a record of names and addresses of members entitled to vote on behalf of the secretary and under his supervision.
The Managing Director shall also perform such other duties as the Board of Directors may require, and he shall be responsible to the Board of Directors for all matters that may be necessary for the proper operation of The Corporation. He shall have the authority to employ, discharge and fix the compensation of such employees and independent contractors as may reasonably be required to carry on The Corporation’s general operations within the guidelines set forth by the Board of Directors. The Managing Director’s compensation plan shall be fixed by the Executive Committee within the limits fixed by the Board of Directors.
Section 6: Such officers or employees of The Corporation as may be designated by the Board of Directors shall be bonded or insured for such sum as may be determined by the Board of Directors, the premiums on such bonds to be paid by The Corporation.
Section 7: Any officer may be removed from office by affirmative vote of 75% of the Board of Directors whenever, in their judgment, the best interests of The Corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed.
Section 8: The Executive Committee shall consist of the following board members: the President, the Vice President, the Secretary, and the Treasurer. It shall be empowered to take whatever actions it deems appropriate on matters delegated to it by the National Board of Directors. The immediate past president shall serve as an ex officio member of the Executive Committee during the two-year period immediately following his term of office, unless his term on the Board of Directors shall expire earlier.
ARTICLE 6
Meetings
Section 1: The Annual Meeting of the members of The Corporation and of the Board of Directors shall be held each autumn with the time, date, place designated by the Board of Directors. The secretary shall give notice in writing of such meeting to all members not less than ten (10) days or more than forty (40) days prior to date of such meeting.
Section 2: Each advertising member, each advertising agency member and each publisher member shall have one vote at the annual meeting.
The Managing Director shall rule on the credentials of all members as to whether they are members in good standing. If any other member challenges the qualification of membership of any member, the matter shall be referred to the National Board of Directors for final decision.
Proxies to be recognized must be filed at the office of The Corporation not later than the close of the seventh day preceding the first day of the meeting at which they are to be voted.
The proxy of a member must be executed by a duly authorized officer of a corporation or any partner of a partnership or the owner in case of individual ownership or by the registered agent of such member.
Any member in arrears for dues or more than three months for services, or otherwise in arrears or indebtedness to The Corporation, shall not have the right to vote in person or by proxy at any regular or special meeting of The Corporation until such arrearage of dues or indebtedness is paid.
Section 3: At any general meeting of The Corporation, members holding one-third of the full vote 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.
Section 4: The order of business at the annual membership meeting shall be as follows: roll call, reading of the minutes of the previous annual meeting, reports of officers and Managing Director, reports of committees, election of directors, unfinished business, new business.
Section 5: At the annual meeting, the president and the Managing Director shall report upon the activities of The Corporation, and the treasurer shall submit a financial report.
Section 6: Special meetings of The Corporation may be called by the President or by the Board of Directors. The Board of Directors shall designate time and place of such meetings. Notice of the date and purpose of such meetings shall be sent by the secretary to all members at least ten (10) days prior to the date of such meeting.
ARTICLE 7
Offenses and Punishments
Section 1: The penalty of censure, probation or expulsion from membership may be imposed by the affirmative vote of a majority of all members of the Board of Directors. A favorable vote of a majority of all members of the Board of Directors shall be required to re-admit an expelled member. An expelled member shall not be re-admitted to membership until all indebtedness to The Corporation existing at the time of expulsion is paid; also a re-admission fee, to be fixed by the Board of Directors in each case, shall be required.
Section 2: Should any member be found by the Board of Directors to be guilty of any of the following offenses:
(a) knowingly inserting incorrect data and figures on The Corporation’s publisher record forms.
(b) refusing to allow an auditor of the Corporation full access at any time to all records as provided by its ByLaws.
(c) failing to pay dues or other indebtedness as required by the ByLaws.
(d) violating any Bylaw or Rule of The Corporation (except violations of Publicity Rules, see Article 10 for procedure)
(e) violating any agreement made with The Corporation.
(f) dishonest; fraudulent or dishonorable conduct in dealing with The Corporation
(g) any act deemed by the Board of Directors to be detrimental to the interest or welfare of The Corporation such member may be censured, placed on probation or expelled by the Board of Directors.
Section 3: A member may file with the Board of Directors charges against any other member. Charges so filed shall be in writing, shall specify the offense with reasonable detail and shall be signed by the person or persons making the charge or charges. A copy of such charges shall be served by the Managing Director upon the accused member, either personally or by leaving the same at the member’s business address as registered with The Corporation, during business hours or by mailing it to said member at said registered business address. The charge and answer, if any, shall be forwarded to the Chairman of the Auditing Committee by the Managing Director within twenty days of the charge.
The answer shall be in writing, signed by the accused member, and filed with the Managing Director. A copy of said letter shall be sent to the member making the charges.
Upon the reply being filed, or if the accused shall refuse or neglect to make an answer as herein before required, the Auditing Committee shall, at the close of the twenty (20) day period herein mentioned, proceed to consider the charge or charges in a regular or special meeting if further investigation is deemed proper. Reasonable notice of such meeting shall be sent to the accused member; he shall be entitled to be personally present and shall be permitted to examine or cross-examine all witnesses testifying before the Auditing Committee and also to present such testimony, defense, or explanation as he shall deem proper. After hearing all the witnesses and the member accused, if he desires to be heard, the Auditing Committee may recommend to The Board the censure, probation or expulsion by a two-thirds majority votes. Final revocation of membership shall be a Board decision, such decision to be made at the next meeting or by mail ballot, a majority deciding. The member shall have the right of appeal at the next regular Board meeting.
Section 4: If at any time the Managing Director shall have reason to suspect that any member has been guilty of an offense against The Corporation, as defined in Section 2 of this article, the Managing Director shall investigate whether or not there is just ground for such suspicion. If he decides that there is just ground for such suspicion, he is authorized to file, with the Board of Directors, a written accusation against the suspected member stating specifically the acts or omission charged and it shall be the duty of the President and Managing Director to refer such matters to the Auditing Committee. A copy of such accusation shall be served upon such member, who shall be required to answer, and a hearing shall be held as provided in Section 3 of this Article.
Nothing herein shall limit the authority of the Managing Director, as specified above, to suspend service or decline to audit member publications with delinquent accounts or those failing to provide audit access or submit required documentation. Decisions of the Managing Director may be appealed as specified below.
Section 5: When any member shall have been found guilty by the Auditing Committee or, upon appeal, by the Board of Directors of an offense against The Corporation and suspended, the term of suspension shall be fixed by the Auditing Committee. All Audit Reports released after the date such member is placed on probation and during the terms of such actions shall contain, in a prominent place thereon, a statement that such member status is to be determined by management and shall set forth the designated sections of the ByLaws or rules against which offense has been committed and the term for which probation has been fixed. The statement shall be sent to all parties that received the last release of Audit Reports of the publisher member as mailed by The Corporation and the member shall be required to publish the statement on the same page or pages of the publication or publications that regularly carried notice of CAC membership or emblems for the next two succeeding issues after decision is final. During any period of probation, any use of CAC insignia must be accompanied by a statement that the publication is on probation.
Section 6: Any member found guilty of inappropriate conduct and who has been censured or placed upon probation by recommendation by the Auditing Committee and confirmed by the Board of Directors, may appeal the decision to the membership at the next meeting thereof. The decisions shall remain in full force and effect until reversed by the membership.
Section 7: In circumstances described in such rules and regulations as are or may be promulgated, a publisher may elect voluntary suspension.
Section 8: When any member shall have been found guilty of an offense against The Corporation and placed on probationary status, the term of such probation will be fixed by the Board of Directors. All Audit Reports and Publisher’s statements released after the effective date of such probation shall contain in a prominent place thereon a statement that the member publication is on probation. The statement and the form in which it is made will be determined by management and shall include a description of the ByLaws or rules infraction and the term of the probation. Also, during that term of probation, any use of CAC insignia or mention of membership in any sales promotion materials must be accompanied by a statement that such membership is probationary.
ARTICLE 8
Appeals
Section 1: Any member shall have the right to appeal to the Board of Directors from any decision of the Auditing Committee and/or Managing Director interpreting or enforcing the rules and standards fixed from time to time by the Board of Directors for the members of The Corporation and the ByLaws. Decisions of the Audit Committee and/or Managing Director as empowered by the ByLaws shall remain in effect until the Board of Directors has declared a final decision.
Any member shall have the right to appeal to the Auditing Committee from any decision of the Managing Director interpreting or enforcing the rules and standards fixed from time to time by the Board of Directors for the members of The Corporation. The appeal shall be directed to the Board of Directors when appellant questions provisions stated in the ByLaws.
Section 2: An appeal from a decision by the Managing Director or from any action by the management must be filed in writing at the executive office of The Corporation not less than thirty days after the decision and at least thirty days before the meeting of the Board of Directors at which the appeal is to be considered, and the facts in support of such appeal must be embodied in the communication submitted by the member.
ARTICLE 9
Resignation
Section 1: A publisher member may resign from the Corporation by giving notice in writing of such intention prior to the end of the regular audit period. Such resignation shall be accepted, provided:
(a) Member’s dues and all other indebtedness to the Corporation are paid in full, and
(b) An Audit Report and verification of carrier delivery, if required, is rendered for that semi-annual period (with Managing Director’s approval, may be the calendar quarter) in which resignation is tendered.
However, a final audit must be performed for the period included in any issued Publisher’s Statement in order to fulfill CAC’s obligation contained therein. All amounts previously paid by said resigning member as advance audit costs shall be adjusted between the resigning member and The Corporation after all charges and dues of the resigning member have been paid. In the event, however, that a final audit cannot be made, due to any act or failure of the resigning member, any and all amounts previously paid by the resigning member as advance costs will be retained by the Corporation.
Upon resignation or termination of membership due to the sale of the business and the records have been obtained by the new owners, the advance costs will be adjusted only if the new owners agree to an audit for a period which will include that final audit period.
Upon resignation or termination of membership due to the publication company ceasing operations, unearned advance costs will be refunded and notice will be given "of membership discontinued." In this circumstance a final audit is not required.
Section 2: Advertiser members and advertising agency members may resign by giving The Corporation notice in writing of such intention. Such resignation shall be accepted provided dues and all other indebtedness to The Corporation are paid in full.
Section 3: Resignation or termination of membership, for any cause whatsoever, shall operate as a release of all rights or title or interest in the property and assets of The Corporation.
Section 4: A member whose membership is terminated by the Board of Directors, or for any other reason, or by resignation, may be reinstated upon such conditions as may be fixed by the Board of Directors.
ARTICLE 10
Distribution of Assets in the Event of Dissolution
In the event of dissolution, assets of The Corporation shall be disbursed in the priority set forth below:
(1) All liabilities and obligations of The Corporation shall be paid and discharged,
(2) All conditions of any tax exemption applicable to The Corporation shall be met,
(3) All assets received and held by The Corporation upon condition of their return, transfer or conveyance in the event of dissolution, shall be so returned, transferred or conveyed,
(4) All remaining assets shall be distributed only to organizations that enjoy status in accordance with the provisions of Section 501(c) (3) of the Internal Revenue Code of 1954 (26 U.S.C.A.).
Audit Rules
ARTICLE 1
Audit Schedule
General Members are subject to an annual audit and Publisher's Statement ending March 31 and September 30. Initial audits will be for a minimum of three months ending on a calendar quarter. Initial audits of different periods can only be audited upon approval from the managing director. In no case may an audit be for less than a three-month period without prior approval from The Corporation. All reports must be on a calendar quarter basis, except for publications which have an annual frequency in which case the period ended may be any date.
All paid daily newspapers with circulation under 50,000 and all paid weekly newspapers qualify for a 24-month audit.
All 100% free home delivered publications qualify for a 24-month audit. As part of the audit process, the delivery verification of carrier delivery will be conducted annually. Delivery verification findings must reflect at least 95% delivery in order to qualify for an every-other-year audit. Findings less than 95% delivery will require the publication to undergo their audit at an additional cost.
ARTICLE 2
Publicity
Section 1 – General Publicity Rule Concerning Circulation and Membership Claims:
No member shall publish, or cause to be published, or advertise, or cause to be advertised, excerpts from Audit Reports and/or Publisher’s Statement of The Corporation, which excerpts shall mention in any way, directly or by implication, the name of authority or CAC except as permitted under the rules hereunder.
Section 2 - Publicity Permissions and Prohibitions
a) CAC authority may be claimed or implied only for figures, data or statements exactly as they appear in CAC Audit Reports and/or Publisher’s Statement. Such figures, data, or statements must be identified as to the period covered in the Audit Report and/or Publisher’s Statement and must be presented in such manner as to give the reader the same sense or interpretation as though the Audit Report(s) and/or Publisher’s Statement quoted from was before him.
In any publicity or promotional matter wherein CAC authority or membership is stated or implied, any figures, data or statements that do not appear in Audit Reports and/or Publisher’s Statement must be clearly identified as presented by the author and CAC authority must be neither claimed nor implied. When figures are quoted from an Audit Report, the same designation as on the Audit Report must be used, i.e.: Total Circulation or Total Distribution.
If a publisher member publishes or releases any claimed circulation, or distribution figures, or data, which would be contained in the regular Audit Report and/or Publisher’s Statement, but said figures and data have not been audited by The Corporation, the phrase “Subject to Audit by CAC” must be shown with all such figures and data. Any comparisons of CAC data must be for identical periods. When data is shown from prior Audit Reports and/or Publisher’s statement, comparable data from latest Audit Report must also be shown.
(b) Members shall not reproduce in any manner, any communications issued by or from The Corporation or excerpts there from, unless the management or Board of Directors has granted direct permission.
(c) A Publisher member notifying The Corporation of his resignation of membership must discontinue use of insignia and must not represent the publication as being audited by CAC, directly or by implication. Such cessation is effective with date of resignation notification.
(d) Publisher members under suspension of service may claim membership only if in connection with each sum claim, the words “under suspension of service” are added.
(e) All publisher members in good standing may use the CAC insignia on masthead of publication, on inside pages, letterheads, rate cards, and advertising and sales promotion material. Such use shall be limited to only those publications audited by CAC. Under insignia, may be printed “Mark of Integrity” or “Member of Certified Audit of Circulations” or “Member of CAC”.
(f) No member shall distribute information in a report form imitative or similar to the CAC Audit Report Form.
(g) A publisher applicant shall make no public announcement of application for membership nor in any way imply connection with The Corporation, either present or anticipated, until an audit has been completed and released by The Corporation.
(h) Upon granting probationary status to an applicant for membership, the Managing Director shall notify Standard Rate & Data Service and any other similar publications or services that the words “CAC membership applied for” may be included in the applicant’s published media listing pending release of the initial audit report.
Section 3 - Breach of Publicity Rules
(a) In the case of a breach of observance of any of the publicity rules, the Managing Director may call upon the offending member to discontinue the act, or practice, which is a breach. Additionally, a bulletin may be issued and being so worded that members may have proper knowledge of the offense (the details of the offense shall be withheld if the injury supposed to have been done would be aggravated thereby). The provisions herein stated shall not be mandatory upon the Managing Director. Distribution of bulletins concerning publicity violations shall be made to members only for their internal use and shall not be supplied to members for redistribution.
(b) If, in the opinion of the Managing Director, the seriousness of the breach of observance of any of the publicity rules in 3a above so warrants, the Managing Director may proceed at once to prefer charges against the offending member or such charges may be filed by any member who feels himself or itself injured thereby as provided in Article 7 of the ByLaws.
(c) A publisher member shall not knowingly disseminate nor permit to be disseminated on its behalf any fraudulent, inaccurate or misleading claims with respect to any aspect of its circulation or of the circulation of another publication, whether such dissemination is in the form of advertisements, promotional material, letters or internal memoranda.
(d) A publisher member shall be responsible for the accuracy and validity of all claims, figures, and advertising or promotional material disseminated by itself or on its behalf whether or not any reference, direct, indirect or implied is made to The Corporation.
ARTICLE 3
Reports
Section 1: The report heading will include the type of publication, the publishing company's name, all publications included in the audit, the town, county, state, and zip code of each publication, and the frequency of each publication.
The report content will include facts and figures bearing on circulation policy; definition of audited circulation, distribution and circulation quantity, map of distribution area, and basic market data when such facts and figures are available from generally accepted and reliable sources.
Section 2: Publishing and Circulation Policy. The audit report will include the publication's stated publishing and circulation policy. This paragraph is subject to CAC approval.
Section 3: Average Circulation data will reflect the averages through Net Press Run per issue for the reporting period of each publication. All daily publications with circulation exceeding 25,000 shall be required to report each individual delivery day separately (and a Monday through Friday average) on the front page of the audit report and publisher’s statement.
Section 4: Days omitted from averages: Under the following circumstances, the publisher will be allowed to omit certain days when computing average circulation for the report. Elimination days cannot exceed 10 days per year without approval from the Managing Director.
Circulation on a holiday, or the days preceding or following a holiday, may be eliminated from the average to be shown in paragraph 1, provided the circulation is 5% or more in excess or below the nearest preceding corresponding day of normal circulation.
When in the opinion of CAC a situation occurs beyond the control of the publisher, the circulation for that day may be eliminated from the average to be shown in paragraph 1, provided the circulation is 5% or more in excess or below the nearest preceding corresponding day of normal circulation.
When, over a period of three months, the average circulation of a daily paper is, on a certain day, 15% in excess or below the average to be shown in paragraph 1, the circulation for that day may be eliminated from the average.
Reporting of days eliminated from averages shown in paragraph 1 must be identified in paragraph 4. The entry shall show the date and the amount of circulation eliminated from the average, as well as the reason for the elimination.
Section 5: Average Circulation and Distribution for Previous Periods will include the previous averages of circulation and distribution by publication for the two prior years. All averages will be listed in three-month periods unless a report period within the prior two years was less than six months, then that report period average will be shown.
Section 6: Explanatory/Additional Data will include definitions that apply to the report, and any information that occurs during the audit period and through the completion date of the report that has a material effect on the report. Any information in paragraph 4 is subject to CAC approval.
Section 7: Verification of Carrier Delivery must be performed within the audit period to be included in the report. If the verification was not performed during the report period, an explanation will appear in paragraph 5 of the audit report. (See verification of carrier delivery rules and regulations).
Section 8: Publisher's Geographical Breakdown of Total Circulation, Distribution and Net Press Run for a Single Issue will be reported and include a geographical breakdown of total circulation, distribution, and net press run by publication for a typical single issue in last month of the report period, preferably the last issue. The breakdown must be by town with zip codes listed or by zip code with towns listed and must also separate each distribution category. Partial coverage of any town or zip code must be indicated. This paragraph is subject to CAC approval.
Section 9: Map of Defined Primary Market will identify the publisher's defined distribution area. This map is to be supplied by CAC and is to clearly indicate the towns delivered in relation to major cities, counties, state, SMA or other geographical boundaries. This paragraph is subject to CAC approval.
Section 10: Household Counts for the defined circulation area will be reported. Each publication must have separate household counts. The Corporation will obtain household counts from Claritas/Market Statistics. If a member wants to use a different source, the member must provide the household counts along with the source, which must be reliable and verifiable. The household count figures used must not be more than three years old.
ARTICLE 4
Paid Circulation
Section 1: Paid circulation is defined as copies of publications which have been paid for by the purchasers, not for resale. This can take the form of single copy sales or term subscriptions.
Section 2: Basic Prices: Basic prices are defined as the prices (subscriptions and/or single copy at which the publication may be purchased by anyone, at any time, for a specific duration. Basic prices may be established for specific city zones, county of publication, retail trading areas, and/or designated markets. Basic prices may also reflect subscription periods for an established duration. Basic prices must be established, published rates at which the publication may be purchased.
Section 3: When any reduction is made from basic subscription price, the reduced price shall be included in the report, with the number of subscriptions purchased at this price.
Section 4: Sales: Single copy sales shall be paid for at not less than 50% of the basic single copy price. Term subscriptions must be paid for at not less than 50% of the annual basic subscription price.
Section 5: Premiums: When a premium is used in connection with a subscription offer, the full value of the premium, whether stated or not, must be collected. In addition to the value of the premium, the subscriber must pay at least the amounts designated in Article 4, Section 4. The provisions of this section apply to carrier-delivered as well as mail subscriptions.
ARTICLE 5
Subscriptions
Section 1: Subscription Rates: A publication must maintain an established basic subscription price, as per Article 4, Section 1.
Section 2: Basic rates must, in CAC’s judgment, be based on sound business practices and local market conditions. Any papers sold at a token payment rate will be considered unpaid circulation.
Section 3: To be considered a valid subscription, at least 50% of the basic rate must be collected.
Section 4: New subscriptions must be paid within three months of start of service. If the Publisher is obliged to cancel service due to lack of payment, those papers will be considered unpaid circulation.
Pay In Advance and Short Term Arrears Allowance:
CAC Permits a total allowance of 4% for the aggregate of new credit subscriptions cancelled for non-payment and for subscribers served short term in arrears. Services of arrears beyond 90 days from the date of expiration do not qualify and will not be included in paid circulation. In order to qualify under the 4% rule, the following circumstances must be met: a) The subscriber must be billed directly by the newspaper under the office collect system; b) The 4% provision applies only to new credit subscribers and short term arrears copies served for a maximum of 90 days; c) The newspaper must maintain adequate records to prove the start and stop date.
Section 5: Subscriptions more than three months in arrears shall not be included in paid circulation. Those papers will be considered unpaid circulation.
Section 6: Association-Sponsored Subscriptions are subscriptions to members of associations paid for as part of the association dues or by assessment or paid by the member in addition to the dues as a requirement of membership. Provisions for designation as paid circulation include:
a) Publication must have a complete list of all association subscribers by name and address.
b) All association subscribers must have right to refuse the publication.
Section 7: Association Subscriptions: There are two classifications of association subscriptions:
a) The first consists of members who have the option of refusing the paper and receiving a reduction in dues by a definite named sum.
b) The second consists of members who have the option of refusing the paper but receive no reduction of dues.
Section 8: Association-sponsored subscriptions shall not be classified as paid circulation unless at least 50% of the annual basic subscription price has been paid by the sponsoring organization.
ARTICLE 6
Paid Mail Subscriptions
Section 1: Single Copies. Paid mail single copy subscriptions will include those delivered to households by the United States Postal Service. The regular subscription rates must be at least 50% of the basic single copy price and at least 50% of the regular subscription price must be paid in advance for these copies by each household to the publication. If there is no single copy price, the subscriber must pay more than the cost of mailing to be counted as paid. A list of current subscribers must be maintained at all times. The list must show the name of the subscriber, their address, the length of the subscription, the expiration date, and the amount and date of payments. If publication claims carrier route discounts, the carrier route must be shown on subscription list. Payments received must be detailed on a deposit slip by name or detailed on a summary which will tie into a deposit slip. For these copies to be counted as paid, subscribers must be paid in full and up to date.
Section 2: Sponsored Copies: Include copies with the same rules as Article 5, Section 6, except payments are not paid by each recipient of the publication, but from a sponsor on the recipient's behalf as part of their dues or subscription of the sponsor's organization.
Section 3: Donated Copies: Copies classified as donated will include copies with the same rules as Article 6, Section 1, except that payments are not paid by each recipient of the publication but from a person or organization donating monies on behalf of another person or organization receiving the publication.
Section 4: Bulk Copies will include copies with the same rules as Article 6, Section 1, except copies are mailed in bulk (five or more) to the payee or as designated by the payee. These copies are not for resale.
Section 5: Arrears: Arrears will be allowed for up to three months after the expiration date for an existing subscriber. For a subscription of less than six months, arrears of one half of the subscription period will be allowed. If the arrears exceed this period, the copies will be counted as unpaid from the expiration date until payment is received, at which time they will be counted as paid for only the term of the new subscription period.
Section 6: Subscription rates will be listed in the report. If there are any special rates or contests during the report period, the dates and amounts will also be listed.
Section 7: Post Office Record Keeping: Each publication must maintain post office receipts, which indicate quantity mailed and amount of postage for each issue, and cancelled checks to verify payments to the post office. If the exact amount of the post office receipt is not paid, the publication must also keep accounts payable record for each post office used, detailing the issue date, the amount charged, the date and amount of payments and a running balance, which must also coincide with the postal service's account.
ARTICLE 7
Paid Carrier Subscriptions
Section 1: Single Copies will include single copies delivered to households by carriers. Regular subscription rate must be at least 50% of the single copy price and there must be a payment on a scheduled basis of at least 50% of the regular subscription price for these copies by each household. A list of current subscribers by route must be maintained at all times. The list must show the name of the subscriber, their address, the length of subscription, the expiration date, and the amount and date of payments, if paid in advance. A list of routes must be maintained for each issue showing the carrier's name, the number of papers delivered, the rate, and the total amount owed. If carrier payments are made directly to the publication, an accounts receivable record must be maintained for each carrier detailing the issue date, the amount charged, the date and amount of payments, and a running balance. If the payments are collected by a manager, an accounts receivable record must be maintained on each manager with the same information as stated above. All payments received must be detailed on a deposit slip, by name or detailed on a summary that will tie into a deposit slip.
Section 2 - Sponsored Copies include copies with the same rules as Article 7, Section 1, except payments are not paid by each recipient of the publication, but from 00000000a sponsor of the recipient on the recipient's behalf as part of their dues or subscription of the sponsor's organization.
Donated Copies include copies with the same rules as Article 7, Section 1, except payments are not paid by each recipient of the publication but from a person or organization donating monies on behalf of the person or organization receiving the publication.
Section 4: Bulk Copies include copies with the same rules as Article 7, Section 1, except copies are delivered in bulk (five or more) to the payee or as designated by the payee. These copies are not for resale.
Section 5: Arrears: For copies to be counted as paid, paid-in-advance subscribers, carriers, and managers must meet the same requirements as paid mail subscribers for arrears. (Article 6, Section 5).
Section 6: Credits: If credits are given to a carrier or manager, a list must be kept by billing period showing the carrier name, the amount credited and the reason.
Section 7: Subscription rates will be listed in the report. If there are any special rates or contests during the report period, the dates and amounts will also be listed.
ARTICLE 8
Single Copy Sales
Section 1:
Definition of Single Copy Sales: Single copy sales are papers that are sold through dealers, vending machines, honor boxes, street sales persons (hawkers), hotels or over the counter.
Section 2:
Publisher must maintain adequate draw and return records to substantiate number of papers available for sale.
Section 3:
Definition and Procedures for Dealers:
a) Dealers are agents of the newspaper who maintain newsstands, stores or other outlets from which the paper is available for sale.
b) Publisher must maintain billing and collection records for each dealer on an individual basis.
c) At least 50% of the stated single copy price must be collected for the papers to qualify as paid circulation. In cases where sufficient payment is not received, the papers will be identified on the audit report.
d) When a dealer’s account is over three months in arrears that portion of the draw, which is in arrears, shall not qualify as paid circulation.
Section 4:
Over the Counter - Street Sales Persons.
Publisher must maintain cash receipts journal (CRJ) entries on a regular basis to verify number of papers claimed as sold in this manner.
Section 5:
Vending Machines - Honor Boxes
In reporting copies of newspapers sold through vending machines or honor boxes, it is recommended that a publisher divide the cash taken from the boxes by the retail price of the newspaper in order to determine the net sale.
Section 6:
Pilferage: It is recognized that there is underpayment of some copies and that some copies are stolen. Therefore, it is CAC’s policy to permit a publisher to claim as paid circulation all copies removed from the racks provided all returns are identified accurately and that a realistic sum of money is received. CAC will consider that a realistic sum of money must average at least 75% of the basic retail price. In cases where there is less than 75% of the basic retail price collected, those papers above 25% uncollected will be deducted. This policy applies only to the accounting of sales through vending machines or honor racks. Publisher must maintain adequate cash receipt and deposit records to verify amount collected.
Section 7: Arrears: For copies to be counted as paid, vendors and collectors must meet the same requirements as paid mail subscribers for arrears. (Article 6, Section 5).
Section 8:
Credits: If credits are given to a vendor or collectors' account, the same record keeping is required as with paid carrier subscriptions. (Article 7, Section 6).
Section 9:
Special Rates: Basic single copy rates are shown on all audit reports. If there are any specials or contests during the report period, the dates and amounts will also be shown.
Section 10:
Hotel copies distributed to guest: To qualify as single copy, the hotel must inform the guest that the price of the paper is included in the room rate. This may be by signage or printed on the guest billing. If refused by the guest, a credit not less than 50% of the basic price must be credited on the billed room rate.
ARTICLE 9
Bulk Sales
Section 1:
Bulk sales include bulk copies (five or more) with the same rules as Article 7, Section 1, except copies are not subject to return or resale.
Section 2:
All copies purchased in quantities of ten or more, which promote the professional or business interests of the purchases, shall be designated as bulk sales.
Section 3:
All copies purchased by hotels or restaurants for free distribution to their guests, and by sponsors for free distribution to hospital patients and nursing home residents, irrespective of the number of copies, for which at least 50% of the basic single copy price is paid shall be included in bulk sales.
Section 4:
Copies for which less than 50% has been paid shall be identified and explained.
ARTICLE 10
Voluntary or Optional Paid
Section 1:
Single Copies will include those delivered to households. There must be a payment for these copies by each household for at least 50% of the regular single copy price, but such payments are not a requirement for regular home delivery. If there is no stated single copy price, payment must be at least equivalent to the price if such copy were to be mailed.
Section 2:
A draw must be maintained for each pay period detailing the route, the carrier's name, the number of papers delivered, the number of households collected from, the rate, and the total amount collected. The amount actually received by the publication must be detailed on a deposit slip by carrier or manager name or detailed on a summary which will tie into a deposit slip. For records needed for the unpaid portion of delivery, see rules for unpaid carrier single copies, Article 9, Section 1.
Section 3:
Subscription rates will be listed on the reports.
Section 4:
Verification of Carrier Delivery. Delivery of voluntary/optional paid copies is subject to independent verification by CAC and will be reported. (See verification of carrier delivery rules and regulations).
ARTICLE 11
Unpaid Mail
Section 1:
Single Copies include copies delivered to households without charge, by the United States Postal Service. A list of households must be maintained at all times. The list must show the address of each household.
Section 2: Post Office Record Keeping. Each publication must keep post office records as detailed in paid mail subscription. (Article 6, Section 7).
ARTICLE 12
Unpaid Carrier Single Copies
Section 1:
Single Copies will include copies delivered to households by carriers without charge.
Section 2:
Record Keeping. A draw must be maintained for each pay period showing the route, the carrier's name, the number of papers delivered for each issue in the pay period, the rate of pay, and the total amount due. All carrier addresses and telephone numbers must be available. If a route is delivered without pay (salaried employee, manager), the individual's name must appear on the draw sheet and a statement for the delivery must be completed and signed by that individual detailing the routes and the number of copies delivered per route. All cancelled checks to carriers must be available for inspection. If carriers are paid in cash, each carrier must sign for the money and a cancelled check for the total amount of money for the pay period for all carriers must be available.
Section 3:
Verification of Carrier Delivery. Delivery of unpaid carrier single copies is subject to independent verification by CAC and will be reported. (See verification of carrier delivery rules and regulations).
ARTICLE 13
Unpaid Carrier Residential Bulk
Section 1: Residential bulk copies will include bulk copies placed at multiple residential locations for use by residents of apartments, condominium buildings, mobile homes, trailer parks, and adult retirement villages. These copies will be classified as circulation.
Section 2: Record Keeping. A continuous record of drop points and number of copies placed at each location must be maintained on Form B-1 "Record of Residential Bulk Delivery." "Requests for Bulk Copy Delivery to Multiple Housing Locations", Form B-1A, must also be maintained for each drop point. Also included in paragraph 2C3 are bulk deliveries of publications edited to military and civilian personnel on military bases and publications edited to students and faculty of colleges and universities. These copies will also be classified as circulation, and Form B-1 "Record of Residential Bulk Delivery" must be completed. A written agreement signed by authorized personnel stating the conditions of delivery must also be kept on file. All source records should be available as stated under unpaid carrier single copies. (Article 11, Section 2).
Section 3: Verification of Carrier Delivery. Delivery of unpaid carrier residential bulk is subject to independent verification by CAC and will be reported. (See verification of carrier delivery rules and regulations).
ARTICLE 14
Unpaid Carrier Non-Residential Bulk
Section 1: Non-Residential Bulk Copies will include bulk copies placed at transient locations such as retail stores, restaurants, hotels, motels, office buildings, newsstands, shopping centers, and other transient points. These copies will not be classified as circulation but as distribution and is limited to thirty percent of total distribution per publication.
Section 2: Record Keeping. A continuous record of drop points and number of copies placed at each location must be maintained on Form B-2, "Record of Non-Residential Bulk Delivery." "Request for Bulk Copy Delivery to Transient Locations," Form B-2A, must also be maintained for each drop point. All source records should be available as stated under unpaid carrier single copies. (Article 11, Section 2).
Section 3: Verification of Carrier Delivery: Delivery of unpaid carrier non-residential bulk is not required.
ARTICLE 15
Non-paid Inserted Into Paid Publication
Section 1: Classification of non-paid publication inserted into paid publication. In the event that a member inserts a non-paid publication into a publication with more than seventy percent paid distribution, the resulting circulation may be reported in paragraph 1 under the special circulation category of "Delivered as insert in paid publication."
Section 2: Auditing of Participating Publications
In the event that the non-paid publication and the paid publication are both CAC audited, no additional auditing steps will be required. However, both publications must be audited within the same cycle.
Section 3: In the event that the paid publication is audited by a firm or firms with whom CAC maintains cooperative audit data agreements, then a citation or reference to the audited status of the paid publication should be included in paragraph 4 with reference information.
Section 4: If the paid publication is unaudited during the audit period under review, then the circulation does not qualify under the special category listing, but may be included within the non-paid circulation category. This circulation is subject to verification through a receivership survey of carrier delivery. In addition, a detailed reference must be included in paragraph 4 that identifies the total amount of (paid) circulation, market area, and reference information.
ARTICLE 16
Documentation of Printing
Section 1:
Net Press Run consists of the total usable copies available.
Section 2:
If the publication is printed by its own press or an affiliate, the press logs prepared by the press room and signed by authorized personnel must be available. The press log must show the issue date, the date and time of printing, the total amount of copies printed, the total paper usage, the waste, and the net (usable) number of copies printed.
Section 3:
If the paper is contract printed, all printing invoices and cancelled checks must be available. If the exact amounts of the printing invoices are not paid, an accounts payable record must be maintained detailing the issue date, the amount charged, the date and amount of payments and a running balance.
ARTICLE 17
School Subscriptions
Section 1: School subscriptions or sales shall be identified and shown and shall include only copies ordered for delivery to schools. Copies may be purchased individually or through subscription by the recipients, paid for by schools or out of classroom funds.
Section 2: In cases where qualified copies are paid for by sponsors it is acceptable for payment to be made directly to the publisher from the sponsor. The publisher must maintain supporting documentation confirming delivery and usage for auditor review.
Section 3: To qualify as paid circulation the publisher must receive at least 50% of the stated single copy price if individually purchased, or 50% of the stated basic rate for the subscription period indicated.
Section 4: This circulation shall qualify as paid circulation provided these copies conform to rules defining paid circulation are met in all other respects. In cases where sufficient payment is not received, the papers will be identified accordingly.
ARTICLE 18
Other Definitions
Section 1:
Limitation of Returns
When any limitation is put upon the number of returns which will be accepted by the publisher, the auditor shall determine if such limitations have resulted in copies being claimed as paid which did not reach the hands of recipients. Such copies shall be deducted and not included in distribution.
Section 2:
Back Copies
Single-issue sales of back copies shall not be recognized as paid circulation.
Section 3:
Advertiser Copies
One copy sent to an advertiser and all copies sent to advertising agencies for checking purposes shall be considered advertising copies and shall be included and identified.
Section 4:
Employee Copies
One copy each given to employees, correspondents and carriers shall be considered employee copies and shall be included and identified. To be considered an employee an individual must be carried on the regular payroll of the newspaper. A correspondent must regularly contribute material (at least once a month). A carrier must be currently delivering the newspaper to subscribers or making TMC deliveries. Adequate records must be maintained by the newspaper--employee payrolls, records of compensation paid to correspondents and carrier billings.
GLOSSARY
The following definitions of terms used in the bylaws, policy standards, rules and CAC reports shall prevail unless the context requires otherwise.
advertisers’ copies. Copies of a publication given to advertisers in the publication (one copy to each advertiser) for checking their advertisements.
advertising agencies’ copies. Copies of a publication given to advertising agencies for the purpose of checking advertisements placed by such agencies.
all other. A phrase used specifically in newspaper reports to designate all circulation not included in city and retail trading zones or newspaper designated market.
arrears. Subscribers retained on active subscription list after expiration.
Association subscription. Subscription received as part of membership in an organization.
audit. Examination of a publisher’s records and corroborative data in order to check for correctness in the Publisher’s Statements covering the period audited.
Audit Report. Official document issued by CAC, detailing its findings as a result of audit. (On white paper to differentiate it from Publisher’s Statements.)
average paid. Average paid circulation of all the issues arrived at by dividing the total paid circulation of all the issues during the period by the total number of issues.
back copies. An issue of a publication is considered to be a back copy immediately upon the appearance for sale of the next issue.
basic prices. The price at which the publication may be purchased by anyone, without limitation, for a definite duration, in contrast to a special price.
bulk sales. Quantity sales of copies of a single issue or subscriptions of two or more consecutive issues to one purchaser.
carrier. Individual engaged in delivery of newspapers.
complimentary copies. Copies given as a courtesy.
correspondents’ copies. Copies of a publication given to correspondents of the paper, reporters and editorial writers.
counter sales. Newspapers sold over publisher’s counter to individual purchasers. If sold in quantities of 11 or more, such copies are allocated to third party (bulk) sales.
deductible from dues. Subscriptions of members of an association, organization, or society which allows its member to deduct the subscription price from their dues or contribution if they do not wish to receive the publication.
distribution. The total number of copies distributed per issue whether paid, non-paid or unpaid.
distributor. A general term applied to carriers, dealers, street vendors and all others who sell publications as a vocation or part of their vocation. This term also covers middlemen who resell papers to carriers, dealers, street vendors and all others.
draw. The number of copies of a publication charged to dealer, carrier or other distributor.
employees’ copies. Copies given to employees.
expiration. End of period for which subscription was paid.
free publication. One which is distributed mainly free of charge to recipients.
hotel copies. Copies purchased by a hotel or motel and distributed free to guests. Copies similarly distributed by restaurants, clubs, and transportation companies are included in the same designation. They are included in bulk sales regardless of number. (See applicable rule.)
mail subscription. Order received by mail directly from a subscriber.
net press run. Total of copies printed suitable for distribution.
nondeductible from dues. Association subscriptions of members of an association which allows no deduction of the subscription price of the publication from the dues in case the member does not desire the publication.
non residential bulk. Five or more copies left in bulk at commercial locations or street racks for free pick up by the general public.
nonreturnable. Not subject to credit on being returned. A sales plan in which dealers or other distributors purchase their copies with the understanding that they must pay for all copies purchased whether they sell them or not.
paid. A classification of subscriptions or purchases, based upon payment in accordance with the standards set by the rules.
paid subscriber. Purchaser of publication on a term contract, whose subscription qualifies as paid circulation in accordance with the rules.
paid subscription. A subscription paid in accordance with rules defining a paid subscriber.
premium. Anything, except periodicals, offered to a subscriber, either free or at a price, with a subscription, either direct, or by agent.
Publisher’s Statement. Statement of circulation data made to CAC by a publisher member of CAC and issued unaudited (but subject to audit) by CAC.
rack sales. Sales of newspapers from racks or boxes, placed on street corners or other convenient points, with the customer depositing coin in payment in a box provided for the purpose. Same as “box” or “honor box” sales.
residential bulk. Five or more copies left in bulk at residential locations such as apartment buildings, trailer parks, etc. for pick-up by residents.
returns. Copies returned to publisher by dealer or other distributor for credit. Frequently, to save transportation charges, complete copies are not returned but only paper headings or covers.
sample copies. Copies distributed free to prospective subscribers or prospective advertisers. Copies delivered as part of a contractural arrangement shall not be counted as sample copies.
street sales. Newspapers sold by individuals on the street or through racks, as distinguished from those sold by dealers with permanent shops or a carrier with a regular list of customers.
street vendors. Sellers of newspapers on streets.
special rates. Subscriptions or single copies sold at prices less than the basic price.
verification of carrier delivery. A telephone or in-person verification performed on a randomly selected number of households within the publisher’s defined circulation area. This is a mandatory audit step for papers when more than 10% of their circulation is unpaid carrier, voluntary paid carrier or residential bulk delivery.
voluntary/optional paid. A carriers subscription plan instituted by the publisher of an unpaid publication whereby the recipient households voluntarily pay carriers a monthly delivery charge, but such payments are not required for regular home delivery.