ABA Annual Meeting to Include Vote to Amend Bylaws

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This year's Board of Directors elections, whose results will be announced next week, was the first in which many ABA member bookstores voted electronically. The new voting procedure significantly cut printing and mailing expenses and helped ABA become a more environmentally friendly organization. Before ABA could send bookstores a ballot via electronic means, however, due to the way ABA's Bylaws are written, this year members had to opt in to the process. To allow for future electronic voting without the need for members to opt in, the Board of Directors has approved an amendment to the ABA Bylaws that will be put to a vote by membership at the ABA Annual Membership Meeting at BookExpo America.

The amendment approved by the Board changes the language in Articles IV and VIII of the Bylaws to permit both voting by electronic means and the use of e-mail to notify members of the location and agenda of the Annual Membership Meeting without the extra step of having members opt in.

"E-mail has become the communications method of choice for the vast majority of our members, and the formal move to electronic notification about important governance issues -- as well as for balloting -- is a logical next step for ABA," explained ABA President Gayle Shanks in a letter to members. "Obviously, when these Bylaws were written (almost 10 years ago), no one anticipated the massive growth in electronic communications, and the current Bylaws require that notification and elections be conducted through the 'mail.' If the amendment is passed this year, it will allow next year's process to go forward electronically -- without the need for you to opt in."

The 2009 ABA Annual Meeting agenda will also include the formal announcement of the election results for new officers and Board directors; reports from the president and the CEO on the past year's activities; a membership and financial update; and the opportunity for members to bring old and/or new business to the Board's attention.

Prior to the Annual Membership meeting, ABA will hold an open, town hall-style meeting where members can express their thoughts and concerns to the Board in a less formal setting. The Town Hall meeting will start at 3:00 p.m. in Room 1E11 of the Javits Center. The Annual Meeting will follow at 4:00 p.m. in Room 1E09.

Voting cards will be available outside Room 1E09 two hours prior to the Annual Membership Meeting.

Proposed Revision to ABA Bylaws
to Allow for Ballot Distribution and Voting
by Electronic Means
(Changes highlighted in brackets and bold, red type)

ARTICLE IV (DIRECTORS)

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.

       a.

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.

       b.

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.

       c.

Director Ballot. The Nominating Committee shall [change "mail" to "distribute"] 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.

       d.

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.

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 [change "mail" to "written"] 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 [change "mail" to "written"] 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.

6.    

[Electronic Notification and Voting. Notices and written ballots required or permitted under these Bylaws may be distributed to Bookstore Members and voting may be conducted by Bookstore Members by U.S. mail or by electronic means, or both, in accordance with procedures approved by the Board of Directors.]
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