New England Booksellers Association, Inc. Bylaws
(Last amended October 1, 2010)
ARTICLE ONE: Organization and Purpose/Place of Business
The New England Independent Booksellers Association (“the Association” or “NEIBA”) is incorporated in the Commonwealth of Massachusetts. The mission of the Association is to further the success of professional independent booksellers in New England and to foster a vital and supportive bookselling community. The regular place of business of the corporation shall be in such cities and towns as the Board of Directors deems necessary.
ARTICLE TWO: Membership
The membership shall consist primarily of individuals and organizations doing business in the six New England states and either engaged in, or interested in becoming engaged in, the marketing, distribution and retail sale of books. The Board of Directors provided for herein may, by majority vote, admit to membership an individual or organization doing business outside the six New England states and engaged in, or interested in becoming engaged in, the marketing, distribution and retail sale of books. Membership is not limited to owners and managers, but shall be open to employees as well. Membership may be terminated for good cause by a two-thirds vote of the Board of Directors.
ARTICLE THREE: Board of Directors and Executive Director
Section 1. The corporation shall be governed by a Board of Directors consisting of a President, Vice President, Clerk/ Treasurer, and four other Directors. The Board of Directors shall be the policy and fiduciary decision-making body of the Association. The Board shall oversee the development and implementation of the Association’s strategic plan, modify the plan as required, and oversee the fiscal-year budget passed at the Annual Meeting. It shall have the power to enter into such contracts as deemed necessary and shall select the Association’s general counsel and accounting firm.
Section 2. The Officers of the Association shall be booksellers currently active in the day-to-day management or operation of a member bookstore. They shall perform those duties that are usual to their positions and that are assigned to them by the Board of Directors. The President shall preside at all regular and special meetings of the Board of Directors and the membership. The Vice President shall assume the duties of the President if the President is unable to perform them. The Clerk/Treasurer shall ensure that minutes of all Board meetings are maintained and shall present at the Annual Meeting a report of members in good standing and a true and proper financial statement.
Section 3. The Directors shall be reimbursed for expenses incurred on behalf of the corporation, but no Director shall be compensated for services rendered, whether as an Officer or as a member of the Board of Directors.
Section 4. The Executive Director is the principal administrator of the Association and reports to the Board of Directors. 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 reviewed in writing annually by the Board on his or her performance in implementing the Strategic Plan and working with the Board of Directors to accomplish NEIBA’s mission.
ARTICLE FOUR: Election of Directors and Officers
Section 1. The Board of Directors and Officers shall be selected by a majority of those members who are eligible to vote and who cast their ballots as prescribed by this section. Only those members who are current in their dues shall be eligible to vote.
Section 2. On or before March 1st of each year, the President shall appoint a nominating committee of five bookseller or sales representative members, including two current Board members, one of whom will be appointed chair of the committee. In even-numbered years, the nominating committee shall nominate a slate of four Directors to serve for a two-year term. In odd-numbered years, the nominating committee shall nominate a slate of three Directors to serve as Officers for a two-year term. No person shall serve as an Officer in the same office for more than one term of two years, but nothing in this section shall preclude an Officer from serving subsequent, consecutive two-year terms in a different office, or a Director from serving a successive term as an Officer. No Board member may serve more than four consecutive years. Directors’ terms shall commence at the close of the Annual Meeting at which their election is announced. The nominating committee will present its slate of candidates to the Board for its approval, which will not be withheld except for good cause.
To make the transition to a seven-person Board of Directors, in 2007 the committee shall nominate four candidates for Directors for one-year terms and three candidates for Officers for two-year terms. Board members from 2005-2007 are 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.
Section 3. On or before August 1st of each year, a ballot listing the proposed Board candidates shall be mailed to the membership. Space shall be provided on the ballot for members to write in the names of other candidates. The ballots shall be returned no later than September 1st. The results of the election shall be announced by the President at the Annual Meeting.
Section 4. The Board may appoint any of its members to fill a vacancy in an office except the Presidency, to which the Vice President has the right of succession, unless the Vice President declines the succession. The Board may appoint any NEIBA member to fill a vacancy on the Board until the next regular Board election. Service on the Board to fill a vacancy shall not count toward time limitations on eligibility to serve as a Director or as an Officer.
ARTICLE FIVE: Advisory Councils, Committees and Task Forces
Section 1. The primary purpose of the Advisory Council is to give counsel and advice on matters pertaining to the Association, as called upon by the President. It shall meet periodically throughout the year in conjunction with the Board of Directors.
Section 2. The President shall appoint a chairperson or Chairpersons of the New England Children’s Booksellers Advisory Council, which will be open to any member of NEIBA actively involved in children’s bookselling. The Children’s Booksellers Advisory Council will convene at least three times a year, including a meeting during the Annual Trade Show.
Section 3. The three standing committees (Nominating, Finance and Audit) are described fully in Articles four and seven. The Board may establish other Committees it deems appropriate. The Board or the Executive Director also may establish Task Forces.
ARTICLE SIX: Meetings/Quorum
Section 1. The Annual Meeting shall be held during the month of September or October. Written notice of the date, time and place of the Annual Meeting, a copy of the proposed budget for the coming fiscal year, a copy of the balance sheet for the fiscal year just ended, and a copy of the working agenda shall be mailed to the membership thirty days prior to the Annual Meeting. At the Annual Meeting, thirty members shall constitute a quorum for the transaction of business.
Section 2. Special meetings of the membership may be called at any time by the President with the approval of the Board of Directors. A special meeting may also be called upon written application signed by ten members and mailed to the Clerk/Treasurer. Upon receipt of such application, the Clerk/Treasurer shall inform the President, and the President shall call a meeting within thirty days. At a special meeting, thirty members shall constitute a quorum for the transaction of business.
Section 3. The Board of Directors shall meet at the call of the President. A majority of Board members shall constitute a quorum for the transaction of business and a majority vote of those present shall be required before any action may be taken. Notwithstanding that the call of the meeting is within the discretion of the President, the Board of Directors shall meet at least three times a year.
Section 4. No business shall be transacted at any meeting unless the quorum specified in the foregoing sections is present.
ARTICLE SEVEN: Dues/Fiscal Year/Budget
Section 1. On or before June 1st of each year, the Board of Directors shall develop a budget for the coming fiscal year. Membership dues for the coming year shall be set by the Board. Any member whose dues have not been renewed by August 1st will be dropped from membership. Dues may be renewed or initiated at any time during the year.
Section 2. The fiscal year of the corporation shall begin on July 1st of each year and end on June 30th of the following year.
Section 3. Upon taking office the President will appoint, subject to approval of the Board, a Finance Committee and an Audit Committee whose members will serve two-year terms.
a. The Finance Committee will consist of two members who are not on the Board and the Clerk/Treasurer, who will serve as its chair. The committee will monitor NEIBA’s use of its cash balances and its investment practices, and make financial recommendations for the Association to the Board. The Association shall maintain a minimum reserve level that is half its operating budget and will pursue conservative investment strategies that minimize risk to capital.
b. The Audit Committee will consist of two members who are not on the Board and the Clerk/Treasurer, who will serve as its chair. It will oversee the accountant’s annual review or audit of the Association’s financial records and make recommendations regarding appropriate financial controls for the Association.
ARTICLE EIGHT: Dissolution
Section 1. Any proposal for the dissolution of the corporation shall be submitted in writing to the Clerk/Treasurer at least sixty days prior to the Annual Meeting or any special meeting called for this purpose. The Clerk/Treasurer shall in turn notify the members of the proposal for dissolution at least thirty days prior to the meeting at which the matter is to be voted upon.
Section 2. The corporation may be dissolved by a three-fourths vote of the members present and eligible to vote.
ARTICLE NINE: Amendments of Bylaws
Section 1. Proposed amendments, additions, or changes to the Bylaws shall be submitted to the Clerk/Treasurer at least sixty days prior to the Annual Meeting or any special meeting called for this purpose. The Clerk shall in turn notify the members of the proposed amendments, additions, or changes at least thirty days prior to the meeting at which the matter is to be voted upon.
Section 2. The Bylaws may be amended or repealed, in whole or in part, by a two-thirds vote of the members present and eligible to vote.