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Bylaws of the American Booksellers Association, Inc.


BYLAWS OF THE
AMERICAN BOOKSELLERS ASSOCIATION, INC.

A Not-For-Profit Corporation

Bylaws as passed by the membership on 5/1/99.

ARTICLE I (NAME AND PURPOSE)

  1. Name. The name of the Association is the American Booksellers Association, Inc. ("Association" or "ABA"), a not-for-profit corporation organized under the laws of the State of New York.

  2. Location. The principal office shall be within the State of New York.

  3. Purpose. The purposes of the Association are to act as a professional association as defined in Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, and include, but are not limited to, professional advancement, education, and advocacy on behalf of professional booksellers, such as the following:

    1. serving as the voice of professional independent booksellers and advocating on their behalf;

    2. providing professional independent booksellers with access to the information and services they require;

    3. providing opportunities for peer interaction; and

    4. promulgating policies and conducting activities for the betterment of all those individuals and firms involved in aspects of the professional independent bookselling industry.

ARTICLE II (MEMBERS)

  1. Classes of Members. There shall be classes of members, including Bookstore Members, as set forth in Article II, Section 2. The Board of Directors may establish other classes of voting or non-voting members.

  2. Bookstore Members. Any commercial establishment that is directly engaged in the retail sale of books shall be eligible to become a Bookstore Member. Bookstore Members shall have the right to vote in accordance with these Bylaws. Each Bookstore Member shall appoint one person as its representative to cast votes on its behalf at meetings of the Association and a person or persons to receive Association communications. Bookstore Members with more than one retail outlet shall have only one voting representative.

  3. Applications for Members. All applicants to become members shall complete and sign the application form provided by the Association and submit the application to the principal office of the Association. Admission decisions shall be made in accordance with policies and procedures established by the Board of Directors.

  4. Resignation. Any member may resign by filing a written resignation with the Board of Directors.

  5. Expulsion or Disciplinary Action. Any member may be expelled for due cause as determined by a two-thirds vote of the Board of Directors. Failure to pay dues, fees, or assessments, or to meet the membership criteria after an initial notification of delinquency or failure to maintain eligibility for membership, is presumed to be adequate reason for expulsion and does not require advance notice to the member or vote by the Board. Any member proposed for expulsion for other reasons is given advance written notice including the reason for the proposed expulsion, the opportunity to contest the proposed expulsion in writing to the Board of Directors, and, if expelled, the final written decision of the Board. The expelled member may appeal the Board's decision in writing to a three-member panel appointed by the President. The decision of the Appeals Panel is final. The Board of Directors may take other member disciplinary actions, including, but not limited to, reprimand or suspension, in accordance with policies and procedures adopted by the Board from time to time.

  6. Continuing Obligations. Resignation, reprimand, suspension, or expulsion does not relieve a member from liability for dues, fees, or assessments or other obligations accrued and unpaid as of the effective date of such actions.

ARTICLE III (DUES)

  1. Member Dues, Fees, and Assessments. Dues, fees, and assessments are determined by the Board of Directors and are subject to verification policies and procedures established by the Board of Directors.

  2. Delinquency. Any member who is delinquent in paying dues, fees, or assessments for a period of sixty days shall be notified of such failure and suspended as a member, and all member rights and privileges shall cease. If all dues, fees, and assessments are not paid within the succeeding thirty days, the delinquent member is automatically expelled from the Association.

  3. Refunds. No fees, dues, or assessments shall be refunded.

ARTICLE IV (DIRECTORS)

  1. Directors. The governing body of the Association is the Board of Directors, which has authority and is responsible for the supervision, control, and direction of the Association in accordance with Directors' fiduciary duties under applicable law.

  2. Composition of the Board of Directors. The Board of Directors consists of nine booksellers active in the day-to-day management and/or operation of a member bookstore and are elected by the Bookstore Members. The Board of Directors shall be representative of the Association's diversity.

  3. Election and Term of Office. Prior to each annual meeting of the Association, an election shall be held to choose three members of the Board of Directors and, if necessary, to fill any other vacancies. Directors serve staggered terms of three years. At least one Director elected each year shall not have served previously on the Board. Directors shall take office at the Board meeting held in conjunction with the Association's annual meeting. No Director shall have total service of more than two terms on the Board, i.e., total service of six years, after which such person shall be ineligible to serve as a Director again for six years.

    1. Nominating Committee. The President, with the approval of the Board, shall select the Nominating Committee as a standing committee of the Association. The Nominating Committee shall present the Director candidates (including at least one alternate Director candidate) to the Board for its approval, which shall not be withheld absent good cause, and shall then present the candidates to the Bookstore Members in accordance with these Bylaws and policies and procedures adopted by the Board. The Committee shall be comprised of five booksellers from member bookstores and shall include two current Directors, none of whom shall be nominated for a current vacancy on the Board. The Committee term is one year. One of the Board members shall be appointed as Chair of the Committee. Approximately one hundred and twenty days prior to the annual meeting, the Nominating Committee shall nominate candidates for the Board of Directors and shall announce the nominations to the Bookstore Members.

    2. Petitions. Any Bookstore Member may submit a petition for a Director candidate. Each petition shall present only one candidate. Petitions shall be received by the Nominating Committee on a date set by the Committee approximately ninety days prior to the annual meeting. The names on the petition shall reflect at least two percent of the Bookstore Members as of January 1 of the year in which the election is to be held and contain original signatures, names, addresses, and telephone numbers for the Bookstore Members in at least five states (with representatives of no one state constituting more than fifty percent of the total number of petition signatures). Upon receipt of a valid petition, the Nominating Committee shall add the petitioned candidate's name to the Director ballot.

    3. Director Ballot. The Nominating Committee shall mail ballots to all Bookstore Members at least sixty days prior to the Association's annual meeting. The ballots shall be returned at least thirty days prior to the annual meeting. Bookstore Members may write in candidates for the Director positions.

    4. Election Results. The Director candidates receiving the most votes for the Director positions available out of the total number of ballots marked and returned shall be elected, subject to verification by the Inspector of Elections who has been appointed by the Board.

  4. Vacancies. If a vacancy occurs on the Board for any reason, the position shall be filled by the Board until the next annual election, at which time the person filling the vacancy may be eligible for nomination as a candidate to stand for election for the remainder of the term of such position, if any. Service to fill a vacant position on the Board with a term remaining of less than one year shall not count toward the limitations on eligibility to serve as a Director.

  5. Meetings. The Board of Directors meets annually at the same time and place as the Association's annual convention. In addition, there shall be a total of at least three other meetings a year, which must be in different calendar quarters. There shall be notice provided to the Directors by any reasonable means at least fifteen business days prior to each regular meeting. A special meeting of the Board may be held with notice provided by any reasonable means of at least forty-eight hours prior to the meeting. The presence of five Directors constitutes a quorum at any meeting. A majority vote of Directors at a meeting at which a quorum is present is necessary to take action. Proxy voting is not permitted. Upon prior authorization by the Board, a Director may participate in any Board meeting via conference call and shall be counted as present for purposes of quorum and voting.

  6. Removal. A Director may be removed for adequate reason by a two-thirds vote of the Board of Directors, with the Director being considered for removal not participating in the vote.

  7. Compensation. Directors do not receive compensation for their services, but shall be reimbursed for authorized expenses.

  8. Attendance. The Board may establish attendance and other policies and procedures for Directors and Officers.

ARTICLE V (OFFICERS)

  1. Officers. The Officers of the Association are the President and the Vice President/Secretary.

  2. Qualifications. Officers shall be members of the Board of Directors and shall have served on the Board for at least one year immediately prior to the date of assuming office.

  3. Election and Term of Office. After Board approval of candidates for the Board of Directors, the Board shall select the nominees for Officers to appear on the ballot for election of Directors and Officers by Bookstore Members. Bookstore Members may write in the names of Officer candidates who meet the qualifications established under the Bylaws. If the Bookstore Members fail to approve the nominees for Officers and there are no successful write-in candidates, the Board shall choose the Officers from among the remaining Board members. The Officers shall take office at the Board meeting held in conjunction with the Association's annual meeting and their term of office is one year. A Board member shall not serve more than two terms for each Officer position in any one six-year period. In conjunction with the mailing of ballots for the election of Directors, the Nominating Committee shall mail ballots to all Bookstore Members at least sixty days prior to the Association's annual meeting, and the ballots shall be returned at least thirty days prior to the annual meeting. The Officer candidates receiving the most votes shall be elected, subject to verification by the Inspector of Elections who has been appointed by the Board.

  4. Duties. The elected Officers perform those duties that are usual to their positions and that are assigned to them by the Board of Directors. The President, as the chief elected Officer of the Association, presides at meetings of the Board. The Vice President/Secretary assumes the duties of the President when the President is unable to perform his or her duties. In addition, the Vice President/Secretary shall be responsible for ensuring that minutes are maintained of Board meetings and that the Board receives timely reports concerning the Association's books, records, and other information necessary for the Directors to fulfill their fiduciary duties.

  5. Vacancies. If a vacancy occurs for any reason in any Officer position, it is filled for the unexpired term by the Board.

  6. Removal. An elected Officer may be removed for adequate reason by a two-thirds vote of the Board of Directors, with the Officer being considered for removal not participating in the vote.

  7. Compensation. Officers do not receive compensation for their services, but shall be reimbursed for authorized expenses.

ARTICLE VI (MEETINGS AND VOTING)

  1. Annual Meeting. The Association holds an annual member meeting in conjunction with the Association's annual convention at a time and place determined by the Board of Directors. Notice of the meeting, specifying the business to be conducted, shall be provided to Bookstore Members at least thirty days in advance of the meeting.

  2. Special Meetings. Special meetings of the Bookstore Members may be called by the Board of Directors at any time, or by the President upon written request of ten percent of the Bookstore Members. The notice requirements are the same as for an annual meeting.

  3. Notice. The Chief Executive Officer may give Bookstore Members notice of all annual and special meetings as stated above by any reasonable method permitted by law. The notice shall include a description of the business to be discussed.

  4. Voting and Quorum. The presence of ten percent of the Bookstore Members, or one hundred Bookstore Members, whichever is less, constitutes a quorum. A majority of Bookstore Members at a meeting at which a quorum is present is necessary to take formal action, except as otherwise provided by law or these Bylaws. Proxy voting is not permitted. Voting without a meeting is permitted in accordance with the New York Not-For-Profit Corporation Law. For purposes of any member vote (except for the election of Officers and Directors), a "majority" means that the number of affirmative votes cast must be at least equal to a quorum.

ARTICLE VII (COMMITTEES AND ADVISORY BODIES)

  1. Committees. The Nominating Committee consists of five Bookstore Members, as stated in Article IV of these Bylaws. The Board shall appoint an Audit Committee constituted of Bookstore Members, none of whom is a member of the Board, but one of whom is a previous Officer, to review annually the Association, Board, and Officers' practices in accordance with policies and procedures adopted by the Board. The Audit Committee's term is one year.

  2. Advisory Councils. The Association shall establish one or more Advisory Councils, in accordance with policies and procedures adopted by the Board, to serve as strategic councils assisting the Board of Directors and providing the Association and the Board with a wide spectrum of views on critical issues facing the bookselling industry. Each Advisory Council shall meet at least annually.

  3. Other Committees and Task Forces. The Board may establish other Committees it deems appropriate. The Board or the Chief Executive Officer also may establish Task Forces.

ARTICLE VIII (ADMINISTRATION)

  1. Chief Executive Officer. The Board of Directors selects a Chief Executive Officer, who is the principal manager and administrator of the Association and is responsible for the day-to-day operation of the Association and all of its employees, including hiring and firing of Association employees. The Chief Executive Officer may engage staff and/or outside consultants. The Board shall engage the Association's General Counsel.

  2. Policies and Procedures. The Board of Directors may establish policies and procedures that are consistent with these Bylaws. Robert's Rules of Order shall govern unless otherwise provided for by the Certificate of Incorporation, the Bylaws, or applicable law.

  3. Amendments. Amendments to these Bylaws may be made upon proper notice at any regular or special meeting of the Bookstore Members, or without a meeting in accordance with New York Not-For-Profit Corporation Law. In either case, amendments to these Bylaws may be made if the entire Board of Directors first approves the proposed amendments by a two-thirds vote and then submits such amendments for approval by the Bookstore Members, either at a meeting or by mail ballot in accordance with the Bylaws and policies and procedures adopted by the Board. Action to amend these Bylaws may be taken either at a meeting or without a meeting, i.e., by mail ballot, and requires a majority vote of Bookstore Members, as set forth in Article VI, Section 4.

  4. Indemnification. Directors, Officers, and other authorized employees or agents of the Association shall be indemnified against claims for liability arising in connection with their positions or activities on behalf of the Association to the full extent permitted by law.

  5. Fiscal Year. The fiscal year for the Association shall be set by the Board of Directors.

Topics: Bylaws,



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