MidAtlantic Book Publishers Association BYLAWS
Amendments from 1997 Bylaws - Adopted March, 2005
Paragraph 1: Name and Mission
The name of this organization is the MidAtlantic Book Publishers Association (hereinafter called MBPA). MBPA, originally incorporated as the MidAtlantic Publishers Association (MPA), was renamed by a vote of the Board of Directors in March, 2004, in order to more accurately reflect the mission of the organization. MPA (hereinafter called MBPA) was incorporated in the State of Maryland on October 10, 1997, and recognized in July, 1998, as tax exempt consistent with Section 501(c)(3)(6) of the Internal Revenue Code and applicable state law. MBPA’s mission is to serve the professional and educational needs of its members and to provide marketing information and opportunities for those engaged in book publishing, especially independent book publishing, and related activities in the mid-Atlantic region.
Paragraph 2: Purpose
MBPA will offer educational programs, facilitate the exchange of ideas and techniques, and share resources in developing cooperative marketing and other opportunities. The corporation is supported primarily by membership dues and other income substantially related to its purpose. No part of its net earnings will inure to the benefit of any individual. It is not organized for profit or organized to engage in an activity ordinarily carried on for profit.
Paragraph 3: Offices and Resident Agent
The principal office of MBPA shall be at the home or place of business of the MBPA president, the executive director, or other officer residing in the State of Maryland. The assigned Resident Agent shall be the same officer.
Paragraph 4: Fiscal Year
The fiscal year for MBPA shall commence on the first day of January and end on the last day of the following December in each succeeding year.
Paragraph 5: Membership
Membership is subject to the terms of Paragraph 6 and shall begin upon tender of an application and prescribed dues to the MBPA office. All members must demonstrate active involvement in or some affiliation with the book industry, be it the general business of publishing or as literary artists, retailers, consultants, freelancers, suppliers or vendors to the trade, or members of related professional, government, or non-profit organizations.
Paragraph 6: Dues
The Board of Directors shall review the dues annually and adjust as necessary.
The categories of membership are:
Individual membership:
Individual memberships are open to individuals who demonstrate active involvement in the business of publishing—working as an independent publisher or self-publisher, or for a publisher or a government, private, or nonprofit organization that publishes books as part of its operations.
Organizational membership:
2–10 employees in the publications area
11–20 employees in the publications area
21–50 employees in the publications area
51–100 employees in the publications area
101+ employees in the publications area
Organizational memberships are open to publishers, as well as to government agencies, for-profit companies, and nonprofit organizations that publish books as part of their operations.
Sustaining Membership:
Sustaining memberships are open to businesses that supply goods and services to publishers, such as printers, paper mills, pre-press service providers, PR firms, and book retailers and wholesalers. Sustaining members do not have voting rights.
Associate Membership:
Associate memberships are open to independent contractors and freelancers who work with publishers, such as illustrators, agents, indexers, copy editors, proofreaders, and writers. Associate members do not have voting rights.
Paragraph 7: Annual Meetings
a. The annual meeting shall be held during the spring of each year at a time and place to be announced by the Board of Directors.
b. Any number of members attending a regularly scheduled annual meeting or a special meeting shall constitute a quorum for the conduct of business.
Paragraph 8: Board of Directors
a. The business of MBPA shall be conducted by a board of Directors, composed of not more than nine (9) nor fewer than three (3) members, but always an odd number.
b. Business may not be conducted by the Board in the absence of a quorum of directors. A quorum is defined as a simple majority of properly elected directors.
c. All directors serve generally without compensation, except that nothing herein shall prevent the Board from selecting a person to serve as a paid Executive Director whose duties and salary shall be determined by the Board.
d. All directors generally serve without reimbursement for expenses related to attending MBPA meetings. But nothing herein shall prevent the president from appointing any member, including a member of the board, to represent the association at designated book shows, meetings, and conventions. Such member may be paid an amount determined by the board while so serving.
e. Board members may serve an unlimited number of terms.
f. The terms of all board members shall be two (2) years.
g. The Board shall convene a fall business meeting at which time Board elections will be held and terms of current Board members will end. Additional Board meetings may be called by the President, Treasurer, or by written petition of two-thirds of the Board, at times and places selected by the caller(s). Notice, in writing and designed to be received at least five (5) days before meetings if reasonably possible, shall be given all Directors.
h. A majority of the Board's total membership shall constitute a quorum. When a quorum is present at a duly called Board meeting, all actions shall be by vote of a majority of those present unless otherwise required by these Bylaws or by law.
i. A Director may be removed or suspended, with or without cause, by the vote of a majority of the total membership of the Board.
j. Any action which may be properly taken by the Board assembled in a meeting may also be taken without a meeting, if consent in writing (either by postal mail or electronic mail) setting forth the action so taken is unanimously delivered by the total Board membership. Such consent shall have the same force and effect as a vote of the Board assembled and shall be filed with the minutes.
Paragraph 9: Election Procedures
a. Elections for the board of directors shall be held annually with approximately half of the board being elected each year. For the first Board election, half of the Board will serve one year terms; the other half, two year terms.
b. Nominations will be accepted from the membership with the nominee’s prior approval.
c. Elections will be held in the fall of each year with new board members taking office January 1.
Paragraph 10: Duties of the Board of Directors
The Board of Directors shall:
1. Select from among its number the president, vice-president, secretary, and treasurer.
2. Establish uniform annual membership fees.
3. Propose Bylaw amendments.
4. Convene annual meetings.
5. Organize as many publishers seminars as necessary.
6. Promote member participation in book shows, fairs, and other appropriate public events.
7. Establish MBPA policy.
8. Do all other things necessary and proper to further the purposes for which MBPA was founded.
Paragraph 11: Executive Committee
a. At the first meeting of the new board each year, the newly elected board of directors shall nominate from among its number and vote for an executive committee, to be composed of the president, secretary, and treasurer.
b. The executive committee may adopt its own operational procedures.
c. The executive committee may recommend for hire or dismissal if necessary, a paid staff person who serves as Executive Director (either part-time or full-time) and who serves as a non-voting, ex-officio member of the Board of Directors. The Executive Committee shall periodically submit an evaluation of the Executive Director to the Board of Directors.
Paragraph 12: Duties of Officers
a. The President shall:
1. Serve as chief executive officer of MBPA.
2. Receive legal service as necessary.
3. Serve as spokesperson regarding established policy.
4. Call, set the agenda for, and preside over all meetings of the Board of Directors and meetings of the membership.
5. Appoint such committees as may be needed for MBPA purposes.
6. Serve as ex-officio member of all committees.
7. Execute MBPA business including but not limited to the expenditure of corporate funds as approved by the Board.
8. Appoint, with approval of the Board of Directors, members to fill board vacancies.
9. Coordinate activities and fulfill other obligations designated by the Board of Directors.
b. In the absence of the President, a member of the executive committee shall:
1. Preside over all meetings in the absence of the President.
2. Assume President’s duties if the President is absent or incapacitated.
3. Fulfill other obligations as specified by the Board of Directors.
c. The Secretary shall:
1. Record and preserve minutes of Board meetings.
2. Receive, tally and report all mail (and telephone) polls of board members.
3. Communicate notice of meetings to members and board members.
4. In consultation with the Executive Committee, respond to official correspondence.
5. Keep official records, including correspondence, committee reports, and financial reports.
6. Keep the corporate minute book current.
7. Fulfill other obligations as specified by the President or the Board.
(The same officer may serve as Secretary and Treasurer.)
d. The Treasurer shall:
1. Keep and maintain books of account and records of the business transactions, including accounts of its assets, liabilities, receipts, disbursements and capital.
2. Deposit money, checks and other negotiable instruments.
3. Share with other members of the Executive Committee the power to disburse the funds of MBPA as ordered by the Board.
4. Render financial reports as required by the President or Board.
5. Prepare and file all required federal and state tax forms. Treasurer may obtain outside contractor’s services in this or any technical aspect of that responsibility.
6. Fulfill other obligations as required by the President or Board.
e. The Executive Director shall:
1. Act as day-to-day contact person for the association.
2. Execute daily business and administrative tasks.
3. Coordinate educational programs and marketing opportunities for membership as developed by the board of directors, including the annual meeting.
4. Conduct annual membership/renewal drive.
5. Oversee membership development.
6. Serve as a clearing house for information to be disseminated to membership.
7. Plan and execute publicity (to membership, as well as general public and media) for all programs, events, and seminars.
8. Present status report and activity summary at board meetings.
9 Generally contribute to the association’s sustainability and nurture its growth.
Paragraph 13: Amendment of Bylaws
These Bylaws may be amended: a. By referendum from the Board of Directors to a meeting of the membership and a subsequent affirmative vote by a simple majority by the members present, or b. By motion from the floor at a meeting of the membership . When the amendment is sponsored by a motion from the floor, a two-thirds (2/3) majority of those present and voting shall be required.
Paragraph 14: Dissolution
a. MBPA may be dissolved by a vote of two-thirds (2/3) of the Board of Directors.
b. In the event of dissolution, after all liabilities and obligations of MBPA have been satisfied and assets held for return have been returned, any residue shall be distributed among such not-for-profit organizations as may be designated by the Board of Directors, provided such organizations have a current Internal Revenue Service Code 501(c)(3) or 501(c)(6) designation for non-profit, tax exempt status.
Adopted by the Board of Directors of MBPA this 31st day of March, 2005.
President Dated
I, the undersigned, being Secretary of the Corporation, hereby certify that the above is a true, complete, and accurate copy of the Bylaws adopted by the Board.
Secretary Dated
