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This is the document that the Planning Committee developed and presented to the Board, from which the proposed bylaws were drafted. Those items not included in the bylaws are things that would become part of the Association’s policies and procedures.

1. Name

The association’s name will be changed to New England Independent Booksellers Association (NEIBA, pronounced Nee-Buh). [Included in revised bylaws]

2. Purpose

The purpose of the organization will be re-stated in the bylaws as it is in the strategic plan:”The Mission of the New England Independent Booksellers Association is to further the success of professional independent booksellers in New England and to foster a vital and supportive bookselling community.” [Included in revised bylaws]

3. Membership

The only change on the issue of membership is that a member may be expelled for due cause as determined by a two-thirds vote of the Board of Directors. [Included in revised bylaws]

4. Board of Directors

The Board of Directors and Officers shall be selected by a majority of those members who are eligible to vote and who cast their ballots as prescribed by this section. Only those members who are current in their dues shall be eligible to vote.

a. On or before March 1st of each year, the President shall appoint a nominating committee of five bookseller or sales representative members, including two current Board members, one of whom will be appointed chair of the committee. No person shall serve as an Officer in the same office for more than one term of two years, but nothing in this section shall preclude an Officer from serving subsequent, consecutive two-year terms in a different office, or a Director from serving a successive term as an Officer. No Board member may serve more than four consecutive years except, for reasons of continuity, each outgoing President, who will serve an additional year on the board after their term as President is over, extending their total service to 5 years. Directors’ terms shall commence at the close of the Annual Meeting at which their election is announced. The nominating committee will present its slate of candidates to the Board for its approval, which will not be withheld except for good cause.

b. On or before August 1st of each year, a ballot listing the proposed Board candidates shall be distributed to the membership. Space shall be provided on the ballot for members to write in the names of other candidates. The ballots shall be returned no later than September 1st. The results of the election shall be announced by the President at the Annual Meeting.

c. The Board may appoint any of its members to fill a vacancy in an office except the Presidency, to which the Vice President has the right of succession, unless the Vice President declines the succession. The Board may appoint any NEIBA member to fill a vacancy on the Board until the next regular Board election. Service on the Board to fill a vacancy shall not count toward time limitations on eligibility to serve as a Director or as an Officer.

d. The powers and duties of the Officers:The elected Officers perform those duties that are usual to their positions and that are assigned to them by the Board of Directors. The President, as the chief elected Officer of the Association, presides at meetings of the Board. The Vice President assumes the duties of the President when the President is unable to perform his or her duties. The Clerk/Treasurer is responsible for ensuring that minutes of Board meetings are maintained and that the Board receives timely reports concerning the Association’s books, records, and other information necessary for the Directors to fulfill their fiduciary duties. He or she is also responsible for reporting on membership and providing financial statements at the Annual Meeting. [Most of the above is included in revised bylaws]

5. Advisory Bodies, Committees & Task Forces

NEIBA will have an Advisory Council, a Children’s Booksellers Advisory Council (NECBA), three standing committees and other committees or task forces as the Board or Executive Director needs them to implement the strategic plan. There will be three standing committees of the association:

a. A Nominating Committee will select the slate of Officers and Directors. The President will select the Nominating Committee with the approval of the Board. There will be five people on the Committee comprised of booksellers or sales representatives who are members and will include two current Directors. One of the Directors will be appointed Chair of the Committee. The Committee term is one year. Nominating Committee members are ineligible for nomination to the Board. There will be an announcement, in the newsletter and several times on the listserve, that the Nominating Committee is seeking nominations from the members during a month-long period. Members may nominate themselves or another member. The Committee will present its Director and Officer candidates to the Board for its approval, which will not be withheld except for good cause. The committee will announce the nominations to the Members.

b. A Finance Committee, chaired by the Clerk/Treasurer with two other members not from the Board, will advise on the use of cash, monitor financial practices and make financial recommendations to the Board. The Finance Committee is appointed by the President, with the approval of the Board, for a term of two years. The Association shall maintain a minimum reserve level that is half its operating budget.

c. An Audit Committee, chaired by the Clerk/Treasurer with two other members not from the Board, will oversee the accountant’s review or audit of NEIBA’s financial books and report to the Board and the membership. The Audit Committee is appointed by the President, with the approval of the Board, for a term of two years. [Included in revised bylaws]

6. Administration and Decision-making

NEIBA’s organizational philosophy is of a collaborative partnership between the Board and the Executive Director of the Association. The Association is run according to directions, objectives and strategies set out in the Strategic Plan. The Board oversees the development of the plan, modifies it as required and monitors progress in its implementation. The Executive Director supports and contributes to the planning effort and is responsible for the timely implementation of the plan. Overall, the Executive Director provides the Board with ideas, options, information and opinions for policy decisions. The Board sets policy.

a. Executive Director: The Executive Director is the principal administrator of the Association and reports to the Board. He or she is responsible for the Association’s day-to-day operation and all of its employees, including hiring and firing of employees. The Executive Director enters into contracts for the Association, except that the Board shall select the Association’s General Counsel and Accounting firm. The Executive Director is responsible for directing and supervising the performance of vendors, service providers and other parties engaged by NEIBA. The Executive Director is reviewed in writing annually by the President, after consultation with the Board, on his or her performance in implementing the Strategic Plan and working with the Board to accomplish NEIBA’s mission. [Included in revised bylaws]

b. Policies and Procedures: The Board will establish documented policies and procedures for the Association. New Directors will be given copies of the policies and procedures, and a summary of the policies and procedures will be given to new members of the AC. Training for new Board members should be instituted and written parameters should be established for standing committees. [Not included in revised bylaws]

c. Communication: NEIBA is committed to a policy of open communication with its members. The Board of Directors and Executive Director will communicate regularly the activities of the Board of Directors and the Advisory Council and the progress on implementing the Strategic Plan. It is the Strategic Planning Committee’s recommendation that every meeting end with a brief discussion of what from the meeting will be communicated and by what means. [Not included in revised bylaws]