Bylaws Change to Be Put to Vote at ABA Membership Meeting

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At its meeting last week in Naperville, Illinois, the American Booksellers Association's Board of Directors approved amendments to the ABA Bylaws that will be presented to the membership for a vote at the Annual Membership Meeting in conjunction with BookExpo America this May. The amendments approved by the Board change Articles IV and VIII of the Bylaws to allow ABA to use electronic means to notify members about governance issues and for ballot distribution and voting. Currently, bookstore members must opt in to receive electronic notifications about governance issues and to receive an electronic ballot for the 2009 Board elections.

"The Board unanimously approved these amendments to the Bylaws (see below) in the hope that by making the elections ballot available electronically more members will take advantage of their right to vote," said ABA President Gayle Shanks. "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, in the Board's opinion, a logical next step for ABA.

"As an added benefit, it will contribute significantly to ABA's overall efforts to become a greener and more environmentally friendly organization."

Shanks noted that under the current Bylaws, unless an ABA bookstore member opts in to receive the 2009 Board ballot and notification about the upcoming Bylaws vote via electronic means, ABA is required to mail an announcement about the Bylaws change as well as a paper Board ballot that the store must then mail back in a postage-paid envelope. In addition to the paper waste created by the printed Bylaws announcement, the ballot, Board candidate bios, and two envelopes (one to send all the materials to the store, and a postage-paid envelope to return the ballot), there is a significant expenditure on printing and postage costs that can be better spent on providing member services, Shanks added.

This year, with a bookstore's permission, ABA will send the 2009 Board ballot, candidate bios, and details of the proposed Bylaws revisions by e-mail; however, booksellers must opt in to receive the materials electronically. If the proposed changes to the Bylaws are approved by membership at the Annual Meeting, future notices and written ballots required or permitted under the Bylaws may be distributed to bookstore members, and voting may be conducted, by mail or electronic means, or both, as determined by the Board and without the need for members to opt in to electronic delivery.

For the 2009 Board of Directors elections, bookstore members can give ABA permission to send an electronic ballot and details of the Bylaws change by replying to an e-mail communication sent to the store on Thursday, May 5, or by completing a simple form available on BookWeb.org.

If a bookstore does not grant permission for the materials to be sent via e-mail this year, ABA will send a hardcopy mailing. Each store will receive only one type of communication -- either electronic or paper -- at the end of March. All Board ballots must be returned by the end of April.

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 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 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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