ABA Bylaws Changes to Be Put to a Vote at Annual Meeting

The American Booksellers Association's Board of Directors is asking ABA bookstore members to consider changes to the association's bylaws that will be put to a vote at the Annual Membership meeting on Friday, June 1, at BookExpo America. The proposed changes to Article VII (Committees and Advisory Bodies) of the bylaws and an explanatory letter from ABA President Russ Lawrence of Chapter One Book Store in Hamilton, Montana, are being sent to all Regular Members in an early April mailing that includes the Board of Directors election ballot.

The letter from Lawrence notes that the first changes to ABA's bylaws since 1999 are being proposed to reflect the way the association currently operates and to ratify changes that have been made by the association to adapt to new circumstances.

The revised Article VII reflects that the committee overseeing ABA's governance for the last seven years, formerly known as the Audit Committee, has been renamed the Governance Review Committee. Additionally, a new committee, the Audit Committee, is now charged with oversight and monitoring of ABA's financial dealings. (The proposed Article VII and the current language are below.)

Noting that the creation of the new Audit Committee is part of ABA's effort to comply with auditing "Best Practices," particularly in the wake of the Sarbanes-Oxley Act, Lawrence explains, "While very little in that legislation applies to not-for-profit trade associations like ours, the trend has been to create such committees, and to empower them to work with our professional auditors to ensure financial accountability and transparency for our membership. Maintaining our existing Governance Review Committee adds to this as well."

Questions about the proposed bylaws changes can be addressed to Lawrence or other members of the ABA Board.

NEW LANGUAGE

ARTICLE VII (COMMITTEES AND ADVISORY BODIES)

1. Standing Committees.

(a) Nominating Committee. The Nominating Committee consists of five Bookstore Members, as stated in Article IV of these Bylaws.

(b) Governance Review Committee. The Board shall appoint a Governance Review Committee constituted of bookstore Members, none of whom is a member of the current Board, but one of whom is a previous member of the board, to review annually the Association, Board, and Officer's practices in accordance with policies and procedures adopted by the Board. The members of the Governance Review Committee serve for a one-year renewable term.

(c) Audit Committee. The Board shall establish an Audit Committee, in a manner consistent with any New York or federal statutory requirements, to assist the Board of Directors in fulfilling its oversight responsibilities for the financial reporting process, the system of internal control, the audit process and the Association's process for monitoring compliance with financial, tax and accounting laws and regulations. The Committee will consist of no less than three, but no more than five persons, at least one of whom should be an elected member of the board of directors, and all of whom shall be appointed by the President of the Board.

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 a 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.

CURRENT LANGUAGE

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 Officer's 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 a spectrum of views on critical issues facing the bookselling industry.

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.