Proposed Bylaws Changes (October 2021)

At its recent meeting on September 24, the ABA Board approved changes to the association's bylaws, to be presented to the membership for approval. (All the proposed changes are noted here. The changes are reflected in red.) Booksellers can vote on these changes here. The deadline is October 24.

Many of the changes were made for clarity of expression and presentation.

The Board encourages the membership to review all the changes, especially the following:

I)

A change in Article II (1) would stipulate that "ABA’s general membership will be made up of businesses that primarily sell books, meaning more than 50 percent of their inventory must be in books and/or book media." Currently, the bylaws state that "any commercial establishment that is primarily engaged in the retail sale of new books shall be eligible to become a Bookstore Member."

This new bylaws language is in keeping with the bylaws change approved by the membership at the end of last year, clarifying that ABA’s mission is to serve bookstores. The definition of a bookstore is changing as booksellers experiment with new models, sizes, and innovations to their business, but the commonality among them all is that they are primarily engaged in the retail sale of books. ABA is not open for membership to stores that may sell books but are primarily in another type of business (for example, a grocery store that may also have a shelf of books).

Changes in Article II also integrate the definition of an ABA Core Member into the relevant language of the bylaws. Any commercial establishment that is primarily engaged in the retail sale of new books (over 50 percent inventory) is eligible to become a Core Member, and Core Membership is open to "traditional bookstores, pop-up bookstores, mobile stores, book event businesses, and other non-traditional bookselling businesses that are primarily conducted in the physical (as opposed to digital) world." Note that both Core Members and online-only bookstores are Bookstore Members of ABA, with the right to vote.

II)

A change in Article VII 1(b) stipulates that the ABA Governance Review Committee would conduct its Governance Review every other year, which in the Board's view, given other checks and balances, is a schedule in keeping with transparency and sound governance.

Amendments to ABA’s bylaws must be approved by a majority vote of bookstore members. A “majority” means that the number of affirmative votes cast must be at least equal to a quorum, a number that would be 10% of the Bookstore Members (189) or 100 Bookstore Members, whichever is less.

Voting on the proposed bylaws change will begin on October 6 and will be open until 11:59 pm ET on October 24.