By-Laws

Revised May 2015

1. 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. Membership Classifications

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. 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. The recipient of the Dwiggin’s award will be considered an honorary member of the organization.

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. Suspension of Membership
The board of directors may expel or suspect 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 suspend 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, communication, 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 Forums.

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 two years.

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 two years.

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 two years.

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 60 days after they are due, 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:

  1. 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.
  2. The board must individually approve any expenditure falling outside the board-approved annual budget.
  3. Expenses incurred by these committees will be forwarded to the president for approval.
  4. The treasurer will pay only those invoices that have been approved by the president.
  5. Committee chairs will alert the president as soon as possible to any potential cost overruns.
  6. 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.
  7. A member of the Finance Committee will serve, ex officio, on all standing committees that prepare written budgets to the president.

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 Forums: 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):

Holiday Party: December
Book Show: 2/1-5/15
Annual Meeting: 4/1-6/30 (the fourth quarter of the Bookbuilders fiscal year)
Casual Networking Event: monthly from September to May; other Casual Networking Events may be added during the year.

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.

Dwiggins Award: The chairperson of the Dwiggins Award Committee serves a two-year term and is elected by the members of the outgoing committee. The committee shall consist of a total of 3 or 5 members, selected by the chair.

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.

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 implementing ways to ways to attract new members. The committee will also deliver a printed directory to all members in good standing.

Communications: Responsibilities include information of the membership, as well as the general publishing community, of the organizations activities. The committee is responsible for the following:

  • Updating the Bookbuilders blog on a regular basis.
  • Updating the Bookbuilders website on a regular basis.
  • Informing membership of Bookbuilders events, activities, and any organization information on a regular basis.

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.