ABA Board Proposes Changes to Association Bylaws

The American Booksellers Association’s Board of Directors met earlier this year to discuss proposed changes to two sections of Article IV of the association’s Bylaws. The current bylaws text is below; this information was also distributed at the Town Hall meeting at Winter Institute on January 23.

ABA member booksellers will be asked to vote on these proposed changes beginning February 29.

Change 1:

Meetings. The Board of Directors meets annually at the same time and place as BookExpo America, unless BookExpo America is not held during the calendar year, in which case the Board shall choose the date of the annual meeting. In addition, there shall be a total of at least three other meetings a year, which must be in different calendar quarters. There shall be notice provided to the Directors by any reasonable means at least fifteen business days prior to each regular meeting. A special meeting of the Board may be held with notice provided by any reasonable means of at least forty-eight hours prior to the meeting. The presence of five Directors constitutes a quorum at any meeting. A majority vote of Directors at a meeting at which a quorum is present is necessary to take action. Proxy voting is not permitted. Upon prior authorization by the Board, a Director may participate in any Board meeting via conference call and shall be counted as present for purposes of quorum and voting.

Suggested change:

The presence of five Directors constitutes a quorum at any meeting.

Becomes:

The presence of six Directors constitutes a quorum at any meeting.

Change 2:

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.

Suggested change:

At least one Director elected each year shall not have served previously on the Board.

Becomes:

At least one Director elected each year shall not have been elected previously to the Board.

See the complete ABA Bylaws at www.bookweb.org/about/govern/bylaws.