NEIBA Governance

New England Booksellers Association: Governance and Organization

This is the document that the Planning Committee developed and presented to the Board, from which the proposed bylaws were drafted. Those items not included in the bylaws are things that would become part of the Association’s policies and procedures.

1. Name

The association’s name will be changed to New England Independent Booksellers Association (NEIBA, pronounced NEIBA).
[Included in revised bylaws]

2. Purpose

The purpose of the organization will be re-stated in the bylaws as it is in the strategic plan:”The Mission of the New England Independent Booksellers Association is to further the success of professional independent booksellers in New England and to foster a vital and supportive bookselling community.”
[Included in revised bylaws]

3. Membership

The only change on the issue of membership is that a member may be expelled for due cause as determined by a two-thirds vote of the Board of Directors.
[Included in revised bylaws]

4. Board of Directors

a.) The NEIBA Board of Directors will continue to be the policy and fiduciary decision-making body of the Association. In order to expand representation and create greater continuity from year to year, the number of Directors will be expanded from five to seven. Directors will serve staggered two-year terms, except as noted for the transition period. Directors cannot serve two consecutive terms unless serving as an Officer for the second term. No Director shall serve as an officer in the same office for more than one term but nothing precludes an Officer from serving consecutive terms in different offices. No Director can serve more than four consecutive years. All Directors will have a vote on Board decisions.

b.) The Officers of the Board will be President, Vice-President and Clerk/Treasurer, creating a Board with three Officers and four other Directors. The Officers will be booksellers currently active in the day-to-day management or operation of a member bookstore. For reasons of continuity, first consideration for the office of President should be given to someone from the Board.

To accomplish the transition from a five person Board to a seven person Board, in 2007 the Nominating Committee will propose a slate of seven Directors, four for one-year terms and three for two-year terms as Officers. Board members from 2005-2007 will be eligible. The four people nominated for one-year terms, if not from the previous Board, could be re-nominated for two-year terms in 2008. Every year thereafter, three or four new Directors will be elected for two-year terms.

The nominating committee will make good-faith efforts to make the Board of Directors representative of the Association’s diversity.

If a vacancy occurs on the Board for any reason, the Board will appoint someone to fill it until the next annual election. If a vacancy occurs in the office of President, the Vice President will assume the office, or, if the Vice-President is unable to serve, the Directors will appoint someone else from the Board. If a vacancy occurs in another officer position, the Directors will appoint someone else from the Board. In either case, the Board will then appoint someone to fill the resulting vacancy in a Director position until the next election for Directors. Service to fill a vacant position on the Board shall not count toward the time-limitations on eligibility to serve as a Director or Officer.

c.) The powers and duties of the Officers:

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 assumes the duties of the President when the President is unable to perform his or her duties. The Clerk/Treasurer is responsible for ensuring that minutes of Board meetings are maintained 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. He or she is also responsible for reporting on membership and providing financial statements at the Annual Meeting.
[Most of the above is included in revised bylaws]

5. Advisory Bodies, Committees & Task Forces

NEIBA will have an Advisory Council, a Children’s Booksellers Advisory Council (NECBA), three standing committees and other committees or task forces as the Board or Executive Director needs them to implement the strategic plan.

a.) There will be three standing committees of the association:

A Nominating Committee will select the slate of Officers and Directors. The President will select the Nominating Committee with the approval of the Board. There will be five people on the Committee comprised of booksellers or sales representatives who are members and will include two current Directors. One of the Directors will be appointed Chair of the Committee. The Committee term is one year. Nominating Committee members are ineligible for nomination to the Board. There will be an announcement, in the newsletter and several times on the listserve, that the Nominating Committee is seeking nominations from the members during a month-long period. Members may nominate themselves or another member. The Committee will present its Director and Officer candidates to the Board for its approval, which will not be withheld except for good cause. The committee will announce the nominations to the Members.

A Finance Committee, chaired by the Clerk/Treasurer with two other members not from the Board, will advise on the use of cash, monitor financial practices and make financial recommendations to the Board. The Finance Committee is appointed by the President, with the approval of the Board, for a term of two years. The Association shall maintain a minimum reserve level that is half its operating budget.

An Audit Committee, chaired by the Clerk/Treasurer with two other members not from the Board, will oversee the accountant’s review or audit of NEIBA’s financial books and report to the Board and the membership. The Audit Committee is appointed by the President, with the approval of the Board, for a term of two years.
[Included in revised bylaws]

6. Administration and Decision-making

NEIBA’s organizational philosophy is of a collaborative partnership between the Board and the Executive Director of the Association. The Association is run according to directions, objectives and strategies set out in the Strategic Plan. The Board oversees the development of the plan, modifies it as required and monitors progress in its implementation. The Executive Director supports and contributes to the planning effort and is responsible for the timely implementation of the plan. Overall, the Executive Director provides the Board with ideas, options, information and opinions for policy decisions. The Board sets policy.

Executive Director
The Executive Director is the principal administrator of the Association and reports to the Board. He or she is responsible for the Association’s day-to-day operation and all of its employees, including hiring and firing of employees. The Executive Director enters into contracts for the Association, except that the Board shall select the Association’s General Counsel and Accounting firm. The Executive Director is responsible for directing and supervising the performance of vendors, service providers and other parties engaged by NEIBA. The Executive Director is reviewed in writing annually by the President, after consultation with the Board, on his or her performance in implementing the Strategic Plan and working with the Board to accomplish NEIBA’s mission.
[Included in revised bylaws]

Policies and Procedures
The Board will establish documented policies and procedures for the Association. New Directors will be given copies of the policies and procedures, and a summary of the policies and procedures will be given to new members of the AC. Training for new Board members should be instituted and written parameters should be established for standing committees.
[Not included in revised bylaws]

NEIBA is committed to a policy of open communication with its members. The Board of Directors and Executive Director will communicate regularly the activities of the Board of Directors and the Advisory Council and the progress on implementing the Strategic Plan. It is the Strategic Planning Committee’s recommendation that every meeting end with a brief discussion of what from the meeting will be communicated and by what means.
[Not included in revised bylaws]