Proposed Bylaws Amendment to Be Put Before Members for Vote

At its July meeting in Denver, Colorado, the American Booksellers Association Board of Directors unanimously approved a proposal to amend the association’s bylaws to provide for an additional member of the Board of Directors, increasing the number from 10 to 11.

In explaining the reasoning behind this decision, ABA President Betsy Burton writes in her President’s Letter this week in Bookselling This Week that, importantly, “one more place at the Board table will encourage the opportunity for diversity,” and that the proposed change would also improve the association’s governance by avoiding tie votes. (Click here to read the full President’s Letter.)

The proposed amendment to the bylaws is highlighted below.

Amendments to ABA’s bylaws must be approved by a majority vote of bookstore members, with at least 10 percent of the members voting. Under ABA’s bylaws, both notification regarding the proposed change and voting on the amendment may be conducted by electronic means, including e-mail. (Here’s a link to the ABA bylaws.)

Voting on the proposed bylaws change will begin on September 16 and will be open up to and including October 26. If the change is approved by the ABA bookstore membership, the new member of the Board will be considered by the ABA Nominating Committee during their selection process. The election for the position will be held in spring 2016, with the new Board member beginning his or her term at the Board meeting held in conjunction with the May 2016 ABA annual membership meeting.

More details regarding voting will be provided via e-mail and in BTW, and members with questions or comments are encouraged to e-mail ABA at [email protected].

Proposed Change to ABA Bylaws
to Provide for an Additional Member of the Board of Directors

ARTICLE IV (DIRECTORS)

Directors. The governing body of the Association is the Board of Directors, which has authority and is responsible for the supervision, control, and direction of the Association in accordance with Directors’ fiduciary duties under applicable law.

Composition of the Board of Directors. The Board of Directors consists of ten eleven booksellers active in the day-to-day management and/or operation of a member bookstore, and includes eight nine Directors, one President, and one Vice President/Secretary. The Board is elected by the Bookstore Members. The Board of Directors shall be representative of the Association’s diversity.

Election and Term of Office for Director. Prior to each annual meeting of the Association, an election shall be held to choose three or four members of the Board of Directors and, in odd numbered years, the President and Vice President/Secretary. If necessary, the election will also serve 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.