l. Name, Purposes, Location, Corporate Seal and Fiscal Year
1.1. Name and Purposes
The name and purposes of the corporation shall be as set forth in
the Articles of Organization.
1.2. Location
The principal office of the corporation in the Commonwealth of Massachusetts shall initially be
located at the place set forth in the Articles of Organization of the
corporation. The directors may change the location of the principal office in
the Commonwealth of Massachusetts effective upon filing a
certificate with the Secretary of the Commonwealth.
1.3. Corporate Seal
The directors may adopt and alter the seal of the corporation.
1.4. Fiscal Year
The fiscal year of the corporation shall end on June 30 in each
year.
1.5. For the purposes of this document any references to
communications “in writing” shall include the following forms of
communications: hand-written, typewritten, fax (facsimile), telegram, and
electronic mail (email).
2. Members
2.1. Application and Qualification
Applications for membership shall be submitted to the Bookbuilders
Office. All persons and firms holding membership in Bookbuilders of Boston
before incorporation shall be deemed to be members of the corporation.
2.2. Membership Classifications
2.2.1. Membership may be conferred upon a corporation or other
business entity upon submission of the annual membership fee. Membership is
automatically conferred upon employees of member companies; such employees may
vote and hold office. Company membership shall be in appropriate categories as
set by the board of directors.
2.2.2. Individual membership may be conferred upon an individual
upon submission of membership fee. Individuals may vote and hold office.
2.2.3. Honorary membership may be conferred upon an individual or
firm by a majority of the votes properly cast by the board of directors present
in person or duly represented. Honorary members may not vote or hold office.
Honorary members shall not be required to pay any dues.
2.2.4. Student membership may be conferred upon an individual attending
a college, university, or school (where the primary role of that individual is
as a student) upon submission of membership fee. Student members may vote and
hold office.
2.3. Termination of Membership
The board of directors may expel or terminate the membership of
individuals or firms for non-payment of dues.
2.4. Tenure
Membership term shall be one year from membership renewal date.
2.5. Powers and Rights
In addition to the right to elect directors as provided in Section
4.1 and such other powers and rights as are vested in them by law, the Articles
of Organization or these by-laws, the members shall have such other powers and
rights as the directors may designate.
2.6. Resignation
A member may resign by delivering his or her written or verbal
resignation to the Bookbuilders Office. Such resignation shall be effective
upon receipt (unless specified to be effective at some other time), and
acceptance shall not be necessary to make it effective unless it so states.
Dues received by Bookbuilders will not be refundable.
2.7. Annual Meetings
The annual meeting of membership shall be held between April 1 and
June 30. An announcement for the annual meeting shall be given to all members
in writing or email at least 14 days before the vote of the meeting. If an
annual meeting is not held as herein provided, a special meeting of the members
may be held in place thereof with the same force and effect as the annual
meeting. In such cases all references in these by-laws to the annual meeting of
the members, except in Section 2.5, shall be deemed to refer to such special
meeting. Any such special meetings shall be called and notice shall be given as
provided herein and in Sections 2.8 and 2.9.
2.8. Regular Meetings
Regular meetings of the members may be held at such places within
the United
States and
at such times as the members or directors may determine.
2.9. Special Meetings
Special meetings of the members may be held at any time and at any
place within the United States. Special meetings of the members may be called by the
president or by the directors, and shall be announced by the clerk, or in the
case of the death, absence, incapacity or refusal of the clerk, by any other
officer or director, upon written application of three or more members. An
announcement of a special meeting shall be given to all members in writing or
email at least 14 days before the meeting.
2.10. Quorum
At any meeting of the members, twenty-five members then in good
standing (whether present in person or duly represented) shall constitute a
quorum.
2.11. Action by Vote
Each voting member shall have one vote. When a quorum is present
at any meeting, a majority of the votes properly cast by members present in
person or duly represented shall decide any question including election to any
office, unless otherwise provided by law, the Articles of Organization or
these by-laws.
2.12. Action by Writing
Any action required or allowed at any meeting of the members may
be taken without a meeting if all members entitled to vote on the matter
consent to the action in writing and the written consents are filed with the
records of the meetings of the members. Such consent shall be treated for all
purposes as a vote at a meeting.
2.13. Proxies
Members may vote either in person or by written or emailed proxy
dated not more than one month before the meeting named therein. A member may
designate one and only one proxy to act as his or her agent. Such proxies shall
be filed before being voted with the clerk or other person responsible for
recording the proceeding of the meeting; the first such agent to file shall be
considered the approved proxy for that member. Unless otherwise specifically limited
by their terms, such proxies shall entitle the holders thereof to vote at any
adjournment of the meeting but the proxy shall terminate after the final
adjournment of such meeting.
3. Sponsors, Benefactors, Contributors, Advisers, Friends of the
Corporation
The directors may designate certain persons or groups of persons
as sponsors, benefactors, contributors, advisers, or friends of the corporation
or honorary members. Except as the directors shall otherwise designate, these
shall in such capacity have no right to notice of or to vote at any meeting,
shall not be considered for purposes of establishing a quorum, and shall have
no other rights or responsibilities.
4. Board of Directors
4.1. Number and Qualifications
Twelve directors shall be elected for three-year terms, with four
directors being elected each year from among the members. Only those members in
good standing may serve as directors.
4.2. Tenure
Each director shall hold office until the beginning of the next
fiscal year and/or until his or her successor is elected and qualified, or
until he or she sooner dies, resigns, is removed, or becomes disqualified.
4.3. Powers
The affairs of the corporation shall be managed by the directors
who shall have and may exercise all the powers of the corporation, except those
powers reserved to the members by law, the Articles of Organization or these
by-laws.
4.4. Committees
The directors may elect or appoint one or more committees and may
delegate to any such committee or committees any or all of their powers. Unless
the directors otherwise designate, committees shall conduct their affairs in
the same manner as is provided in these by-laws for the directors. The members
of any committee shall remain in office at the pleasure of the directors.
4.5. Board Committees
Each director
shall serve on a board committee (finance, operation, membership, or
education). The education committee will be chaired by a director designated as
education director, who will serve in that position throughout his or her tenure
on the board. The education director will appoint chairs for all education
committees, including but not limited to Fall Workshops and Spring Workshops.
4.6. Disqualification
Any director may be removed from office as a result of failure to
fulfill the duties of his or her office or for conduct detrimental to the best
interests of the corporation. Such removal shall be instituted by an absolute
two-thirds vote of the board of directors at a board of directors meeting,
provided that written notice of such meeting and its purpose is sent to each
director at least 10 days prior to such meeting.
4.7. Resignation
A director may resign by delivering his or her written resignation
to the president or clerk, to a meeting of the directors, or to the corporation
at its principal office. Such resignation shall be effective upon receipt
(unless specified to be effective at some other time) and acceptance thereof
shall not be necessary to make it effective unless it so states.
4.8. Vacancies
The directors may fill any vacancy in the board of directors. Each
successor shall hold office for the unexpired term or until he or she sooner
dies, resigns, is removed or becomes disqualified. The nominating committee
will develop a list of potential board members and make recommendations to fill
vacancies. The directors shall have and may exercise all their powers
notwithstanding the existence of one or more vacancies in their number.
4.9. Regular Meetings
Regular meetings of the directors may be held at such places and
at such times as the directors may determine.
4.10. Special Meetings
Special meetings of the directors may be held at any time and at
any place when called by the president or by four or more directors.
4.11. Call and Notice
4.11.1. Regular Meetings
No call shall be required for regular meetings of directors,
provided that (i) reasonable notice of the first regular meeting following the
determination by the directors of the times and places for regular meetings
shall be given to absent members, (ii) reasonable notice specifying the
purposes of a regular meeting shall be given to each director if either
contracts or transactions of the corporation with interested persons or
amendments to the by-laws are to be considered at the meeting, and (iii)
reasonable notice shall be given as otherwise required by law, the Articles of
Organization, or these by-laws.
4.11.2. Special Meetings
Reasonable notice of the time and place of special meetings of the
directors shall be given to each director. Such notice need not specify the
purposes of a meeting, unless otherwise required by law, the articles of
Organization, or these by-laws, or unless there is to be considered at the
meeting (i) contracts or transactions of the corporation with interested
persons, (ii) amendments to these by-laws, (iii) an increase or decrease in the
number of directors, or (iv) removal or suspension of a director.
4.11.3. Reasonable and Sufficient Notice
Except as otherwise expressly provided, it shall be reasonable and
sufficient notice to a director to send written notice at least twenty-four
hours before the meeting addressed to him or her at his or her usual or last
known business or residence address, or to give notice to him or her in person
or by telephone at least twenty-four hours before the meeting.
4.12. Quorum
Any meeting of the directors where five or more of the directors
then in office are present shall constitute a quorum. Any meeting may be
adjourned by a majority of the votes cast upon the question, whether or not a
quorum is present, and the meeting may be held as adjourned without further
notice.
4.13. Action by Vote
When a quorum is present at any meeting, a majority of the
directors present and voting shall decide any question, unless otherwise
provided by law, the Articles of Organization, or these by-laws.
4.14. Action by Writing
Any action required or allowed at any meeting of the directors may
be taken without a meeting if all the directors consent to the action in
writing and the consents are filed with the records of the meetings of the
directors. Such consents shall be treated for all purposes as a vote at a
meeting.
4.15. Reimbursement
Directors shall be entitled to receive for their services such
amount, if any, as the directors may from time to time determine, which may
include expenses of attendance at meetings. Directors shall not be precluded
from serving the corporation in any other capacity and receiving compensation
for any such services, unless they concurrently have a financial relationship
with the corporation.
5. Officer and Agents
5.1. Number and Qualification
Only those members in good standing may serve as officers or
agents. The officers of the corporation shall be a president, first
vice-president, second vice-president, treasurer, clerk, and such other officers,
if any, as the directors may determine. * The corporation may also have such
agents, if any, as the directors may appoint. An officer must be a member but
need not be a director. The clerk shall be a resident of Massachusetts unless the corporation
has a resident agent duly appointed for the purpose of service of process. A
person may hold more than one office at the same time. If required by the
directors, any officer shall give the corporation a bond for the faithful
performance of his or her duties in such amount and with such surety or
sureties as shall be satisfactory to the directors.
5.2. Tenure
Each officer * shall hold office until the first meeting of the
directors following the next annual meeting of the members and until his or her
successor is chosen and qualified, unless a shorter period shall have been
specified by the terms of his or her election or appointment, or in each case
until he or she sooner dies, resigns, is removed, or becomes disqualified. Each
agent shall retain his or her authority at the pleasure of the directors. Any
officer may serve multiple terms. (The treasurer and clerk shall have two-year
terms that expire on alternating years.)
5.3. President
The president shall be the chief executive officer of the
corporation and, subject to the control of the directors, shall have general
charge and supervision of the officers of the corporation. The president shall
preside at all meetings of the members and directors, shall represent the
corporation within the community, and shall be responsible for the official
records of the corporation. The president's term of office will be one year.
5.4. First Vice-President
The first vice-president shall assist the president with the
management of the organization, and in the absence of the president shall
perform the duties of that office. The first vice-president's term of office
will be one year.
5.5. Second Vice-President
The second vice-president shall perform the duties of the
president in the absence of the president and first vice-president. The second
vice-president's term of office will be one year.
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5.6. Treasurer
The treasurer shall be the chief financial officer and the chief
accounting officer of the corporation. He or she shall be in charge of its
financial affairs, funds, securities and valuable papers and shall keep full
and accurate records thereof. He or she shall have such other duties and powers
as designated by the directors or the president. He or she shall be in charge
of its books of account and accounting records, and of its accounting
procedures, and shall report periodically on the financial condition of the
corporation to the board of directors. It is the treasurer's responsibility to
issue notices of dues payable and to collect the same. He or she shall prepare
annual financial statements to be audited by his or her successor. The
treasurer's term of office will be two years following the annual meeting of
the members in 2002. (The treasurer and clerk shall have two-year terms that
expire on alternating years.)
5.7. Clerk
The clerk shall record and maintain records of all proceedings of
the members and directors in a book or series of books kept for that purpose.
These books shall be kept within the Commonwealth at the principal office of
the corporation or at the office of its clerk or of its resident agent, and
shall be open at all reasonable times to the inspection of any member. These
books shall also contain records of all meetings of incorporators and the
original or attested copies, of the Articles of Organization and by-laws and
names of all members and directors and the address of each. If the clerk is
absent from any meeting of members or directors, a temporary clerk chosen at
the meeting shall exercise the duties of the clerk at the meeting. The clerk
shall also be responsible for sending out any required notice of any meeting.
The clerk's term of office will be two years following the annual meeting of
the members in 2001. (The treasurer and clerk shall have two-year terms that
expire on alternating years.)
5.8. Disqualification
Any officer may be removed from office as a result of failure to
fulfill the duties of his or her office, failure to remain a member in good
standing, or for conduct detrimental to the best interests of the corporation.
Such removal shall be taken by an absolute two-thirds vote of the board of
directors at a meeting, provided that written notice of such meeting and its
purpose is sent to each director at least 10 days prior to such meeting.
5.9. Resignation
An officer may resign by delivering his or her written resignation
to another officer, to a meeting of the directors, or to the corporation at its
principal office. Such resignation shall be effective upon receipt (unless
specified to be effective at some other time) and acceptance thereof shall not
be necessary to make it effective unless it so states.
5.10. Vacancies
If the office of any officer becomes vacant, the directors may
elect a successor. Each such successor shall hold office for the unexpired
term, and until his or her successor is elected and qualified, or until he or
she sooner dies, resigns, is removed or becomes disqualified.
6. Elections
6.1. Nominating Committee
The nominating committee shall consist of those directors in the
last year of their term.
6.2. Eligibility
The nominating committee shall consider for nomination any member
in good standing, but no member delinquent in his or her dues shall serve on
the nominating committee or be nominated for any office, or vote in any
election.
6.3. Nomination
Nominating committee shall nominate a full slate of officers and
directors (including an education director when needed) each year as set out in
these by-laws. In addition, any member may place other names in nomination up
to the time of the election.
6.4. Voting
At the annual meeting of the membership, the members by majority
vote of those present and voting, shall elect the officers designated in
Section 5.1 and the four directors set out in Section 4.1 of these by-laws.
Each member shall have one vote. If no candidate receives a majority of the
votes cast, subsequent ballots for such office shall be held for those nominees
receiving the greatest and second greatest number of votes.
7. Dues
7.1. Dues
The board of directors shall determine the amount of the annual
dues and the membership will be notified of the annual assessment at least 20
days prior to their renewal date.
7.2. Payment Date and Default
Dues shall be payable by the annual anniversary of the beginning
of each membership term. Any member whose dues are unpaid for a period of one
year shall forfeit his or her membership, but may be reinstated by a majority
of the votes properly cast by the board of directors present in person or duly
represented.
8. Finance
8.1. Expenditures
Only the board of directors may authorize expenditure of the
corporation funds, and only the treasurer or president shall be authorized to
sign checks.
8.2. Deposit of Funds
The funds of the corporation shall be submitted to the corporation
office within two business days of receipt, and then deposited by the
Bookbuilders office with the bank or banks approved by the board of directors
within the next two business days.
8.3. Budgets
The board of directors shall require each standing committee to
submit a budget for approval prior to the expenditure of the funds, as follows:
A) Committee chairs will prepare written budgets (in compliance
with the board-approved annual budget for individual committees), and submit
them to the president for approval at least two months before their event. The
board must individually approve any expenditure falling outside the
board-approved annual budget. Expenses incurred by these committees will be
forwarded to the president for approval.
B) The treasurer will pay only those invoices that have been
approved by the president.
C) Committee chairs will alert the president as soon as possible
to any potential cost overruns.
D) Committee chairs will submit a committee income statement
(listing revenues and expenses) to the president within one month after their
event. The president will approve these final statements and forward copies to
the treasurer and Archive committee chair before the end of the fiscal year.
8.4. Fundraising Projects
The board of directors must approve all fundraising projects. Each
project chair shall be accountable for any funds collected. All funds shall be
submitted to the treasurer not later than three weeks after collection.
9. Authority and Delegation
9.1. Contracts and Debts
No officer, director or member of the corporation shall contract
for or incur any debt or enter into any agreement or otherwise represent this
organization except by authorization of the board of directors.
9.2. Execution of Papers
Except as the directors may generally or in particular cases authorize
the execution thereof in some other manner, all deeds, leases, transfers,
contracts, bonds, notes, checks, drafts and other obligations made, accepted or
endorsed by the corporation shall be signed by the president or by the
treasurer.
9.3. Delegations
Delegations or special committees may be appointed by the
president, subject to the approval of the board of directors, to represent the
corporation at any convention, meeting or assembly as may be necessary. Such
delegations or committees shall exercise only those powers specifically vested
in them by the board of directors.
10. Amendments
These by-laws may be amended by a two-thirds (2/3) vote of the
members present at any regular or special meeting, provided written notice of
the proposed action has been sent to the membership at least ten days prior
thereto, and provided a quorum is present.
11. Personal Liability
The members, directors and officers of the corporation shall not
be personally liable for any debt, liability or obligation of the corporation.
All persons, corporations or other entities extending credit to, contracting
with, or having any claim against, the corporation, may look only to the funds
and property of the corporation for the payment of any such contract or claim,
or for the payment of any debt, damages, judgment or decree or of any money
that may otherwise become due or payable to them from the corporation.
12. Committees and Projects
12.1. Committees
The board of directors shall determine the committees deemed
proper and necessary to fulfill the purposes and objectives of the corporation.
12.2. Committee Chairs
The education director shall appoint chairs for all education
committees. The president shall appoint chairs for all other committees.
12.3. President
The president shall be an ex-officio member of all committees
except the nominating committee.
12.4. Standing Education Committees
Unless otherwise
determined by the board of directors, the education director shall appoint
chairs for all education committees, including but not limited to those listed
below. These committee chairs shall be responsible for selecting a date from
the ranges listed below (any proposed dates that fall outside of these ranges
shall be brought to the board for approval):
Fall Workshops: 9/1-12/31
Spring Workshops:
2/1-6/30
These committee
chairs are responsible for recruiting committee members, organizing specific
events and workshops, determining ticket pricing, publicizing the events
through mailings and other announcements, and organizing all logistics and
details associated with the actual event, including organizing and submitting
files once the event is completed. For events that include print materials
(such as catalogs or handouts) the committees are responsible for securing materials
and services, working with the Vendor/Volunteer Committee. Progress will be
reported to the education director each month prior to the monthly board and
officer meeting.
12.5. Standing Social Committees
Unless otherwise
determined by the board of directors, the president shall appoint chairs for
the following committees, who shall be responsible for selecting a date from
the ranges listed below (any proposed dates that fall outside of these ranges
shall be brought to the board for approval):
Harbor Cruise:
August
Holiday Party: December
Book Show:
2/1-3/30
Annual Meeting:
4/1-6/30 (the second quarter of the Bookbuilders fiscal year)
Endowment Fund
Golf Tournament: as convenient
These committee
chairs are responsible for recruiting committee members, organizing specific
events and workshops, determining ticket pricing, publicizing the events
through mailings and other announcements, and organizing all logistics and
details associated with the actual event, including organizing and submitting
files once the event is completed. For events that include print materials
(such as catalogs or handouts) the committees are responsible for securing
materials and services, working with the Vendor/Volunteer Committee. Progress
will be reported to the president each month prior to the monthly board and
officer meeting.
12.6 Maintenance
Committees
Unless otherwise
determined by the board of directors, or unless specified below, the president
shall appoint chairs for the following committees. These committee chairs are
responsible for recruiting committee members, managing and completing a
specific annual project, or organizing, maintaining, or updating a part of the
Bookbuilders organization and ongoing business. Committees that are responsible
for printed products (such as newsletters and directories) are responsible for
securing materials and services, working with the Vendor/Volunteer Committee.
Progress will be reported to the president each month prior to the monthly
board and officer meeting.
Archives: Responsibilities include managing the
relationship with Archive repository (Boston College as of 4/26/2001), maintaining a database of archived
materials and Bookbuilders history, and annually archiving all appropriate
materials. Materials to be archived include but are not limited to: (a) reports
from the committees, president, treasurer, and clerk; (b) all printed
materials, including catalogs, newsletters, other mailings, and directories;
and (c) winners of the annual Book Show.
Directory: Responsibilities include having the
printed directory and cover designed, proofed, and printed; works with the
Office to make sure content is accurate (the Office supplies the manuscript
files); should be delivered to the membership in October each year.
Dwiggins Award: Chaired by the outgoing president (or,
when he or she has served consecutive terms, another officer appointed by the
outgoing president), this committee can have additional members of the chair's
choosing. The committee shall consist of a total of 3 or 5 members.
Newsletter: Responsibilities include publishing at
least two newsletters each year, including the writing, composition, editing,
design/page layout, production, and delivery. The committee shall also provide
electronic files of each newsletter to the office, for posting on the web site.
Scholarship: Responsibilities include
working with recipient schools, identifying scholarship recipients, and
recommending scholarship distribution to the Endowment Fund of Bookbuilders of
Boston (EFBB). Recommendations shall be submitted to the EFBB by April 1 of
each year.
Vendor/Volunteer: Responsibilities include maintaining
databases of: (a) goods and services that have been donated to Bookbuilders,
(b) volunteers who have donated their time to Bookbuilders, and (c) companies
and individuals expressing interest in future donations of time, goods, or
services. Also responsible for working with other committees to gather accurate
information about current donations, and providing suggestions of companies and
individuals interested in providing donations of time, goods, or services to
those committees. Once those suggestions are provided, it remains the
responsibility of each committee to contact those potential donors, and then to
report back to the Vendor/Volunteer committee on the results of these contacts.
At the end of each fiscal year the Vendor/Volunteer committee will provide
updated copies of their databases to the Archive Chair.
Web Site: Responsibilities include working with the
office and the hosting service and/or ISP to update content in a timely
fashion, monitoring the quality of the service provided by the hosting service
and/or ISP, and identifying new ways in which the site can be used to benefit
the membership.
12.7. Nominating
Committee
Made up of the four
outgoing board members, this committee is responsible for nominating new
officers and directors (including an education director as needed) who are
voted into office by the general membership at the Annual Meeting.
12.8. Board
Committees
The following
committees are each comprised of 3 board members, one from each term:
Education: Responsibilities include evaluating the
current education programs offered by the organization, and recommending
improvements or changes; reviewing the education offerings of other comparable
or sister organizations, and determining whether we might adopt some of their
ideas and policies. The education director will chair this committee.
Finance: Responsibilities include monitoring the
budget for the current fiscal year; proposing the budget for the upcoming
fiscal year to the board (1st draft shall be presented for board
approval at the monthly board meeting in April); and identifying potential new
ways to generate revenue and reduce expenses.
Membership: Responsibilities include exploring ways
of promoting the organization and reaching members, and discovering and
recommending ways to ways to attract new members.
Operations: Responsibilities include monitoring the
operations of the organization, including the work of the office. This shall
include proposing and negotiating the annual contract, reviewing the office’s
performance, and managing day-to-day compliance with the contract.
13. Endowment Fund
Bookbuilders’ relationship with the Endowment Fund of Bookbuilders
of Boston (EFBB) will be maintained as follows:
13.1. Responsibilities of EFBB
By February 1 each year EFBB will report to the Bookbuilders Board
of Directors the total scholarship expenditures for the next fiscal year.
13.2. Responsibilities of the Bookbuilders Scholarship Committee
By April 1 each
year the Scholarship Committee will recommend to EFBB the exact amounts and
recipients of the total scholarship distribution for the next fiscal year.
14. Rules of Order
Roberts Rules of Order in its current edition shall govern the
proceedings of all meetings of the organization, its board of directors,
committees and membership, except as provided within these by-laws. |
By-Laws