Vote on Proposed Bylaws Changes

The ABA Membership is being asked to vote on whether to approve proposed changes to ABA’s Bylaws, recommended by ABA’s new general counsel and recommended unanimously by the ABA Board. In accordance with the current ABA Bylaws, 10% or 100 members, whichever is less, constitutes a quorum and a majority of those voting must approve the Bylaws changes for the proposal to pass.

Vote now!  The deadline to vote is June 21, 2024 at 11:59 pm ET.

The ABA Board of Directors is responsible for four ABA hires: the wealth manager, the auditor, the CEO, and the general counsel. Every three years they review each vendor as part of their checks and balance process. This year the ABA Board hired a new general counsel as part of that review process. As part of the onboarding with the new general counsel, counsel reviewed all of ABA’s legal docs such as its letter of incorporation, IRS Forms 1024 application and determination letter, the employee handbook, and the association’s Bylaws. 

As part of the Board’s annual duty to review the Bylaws, over the course of two Board meetings and asynchronous work in between, the ABA Board reviewed counsel’s recommendations to streamline ABA’s Bylaws, ensure compliance with the law, and clarify language where needed. The resulting Bylaws changes are in compliance with the law, in line with best practices, and hopefully are easier to understand and more accessible than ABA’s current Bylaws. The ABA Board has voted unanimously to recommend these Bylaws changes to the membership and, in accordance with the ABA’s current Bylaws, the membership must now vote on whether to approve them. 

Please review the current Bylaws, the proposed revised Bylaws, and a comparison of the two, then head to the ballot to cast your vote! This information will also be sent to members via email. 

Some of the handful of material changes include:

• The addition of detail describing membership categories with explicit reference to eligibility for voting and Board service. This clarifies existing policy except for one change: voting rights for used bookstores.

• Voting rights for used bookstore members are being restored after a 2-year break. This was done with equity in mind.

• The addition of a new membership category called “Adjacent Members.” This does not change who can be a member but does change the categorization of some types of members including museum stores, Jewish Community Centers, and library stores. This clarifies ABA’s primary focus on Regular Members. 

• The name of the category called “Friends of Bookselling” has been changed to “ABA Supporters.”

• The number of Board Directors has been changed from 13 to a range of 9–13 to be more flexible during unexpected Board transitions, though the intention will be to have 13 directors.