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COLORADO INDEPENDENT PUBLISHERS ASSOCIATION
Amended Bylaws
Approved by the Board of Directors on September 16, 2006
Posted
04/09/2008 08:58:19 AM
INDEX
Amended Bylaws
COLORADO INDEPENDENT PUBLISHERS ASSOCIATION
ARTICLE I – NAME AND PURPOSE
Section 1 – Name:
The name of the
association is Colorado Independent Publishers Association. It is a
nonprofit corporation organized under the laws of the State
of Colorado and is
a tax exempt corporation under IRC Section 501(c)(6).
Section 2 – Purpose: To foster and
promote the interests of independent publishers and
authors interested in becoming publishers; to share information
about publishing and related business activities; to provide a
network of resources, support, and exchange of information; to
provide the methods and means to increase the members’ knowledge of
publishing through seminars, meetings, newsletters, conventions,
competitions, and other communications tools; to provide such
services to the members as are approved by the Board of Directors;
and to engage in such other activities as are allowed under IRC
Section 501(c)(6), and other applicable laws.
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ARTICLE II – MEMBERSHIP
Section 1 – Eligibility:
Membership shall be open to all
persons who support the purpose of the Association and who pay the
annual dues and consent to upholding the Association’s Bylaws and
abiding by the CIPA Code of Professional Ethics.
Section 2 –Classes: Classes of
membership such as Regular, Individual and Associate shall be
established by the Board of Directors which shall also establish
membership criteria and benefits for each class of membership and
for any sub-class such as Life Member, Honorary Member, or Student
Member.
Section 3 – Termination of Membership:
The Board of Directors may, by a
two-thirds (2/3) vote, terminate the membership of any member for
adequate cause. Failure to pay dues, meet the criteria for
membership or failure to abide by the association’s Bylaws is
presumed to be adequate reason for termination and does not require
advance notice to the member and deliberation by the Board. Any
member proposed for membership termination for other reasons shall
be given advance written notice including the reason for the
proposed termination and be given a reasonable opportunity to
contest the proposed termination in writing and be given final
written notice of the Board’s decision.
Section 4 – Reinstatement:
A member wishing to resign may do so by advising the Membership
Committee Chairman or any Association Officer, in writing, of such
intent. Such member may be reinstated without penalty upon full
payment of current dues and fulfillment of any other required
membership obligation.
Section 5 – Resignation: A member
wishing to resign may do so by advising the Membership Committee
Chairman or any Association Officer, in writing, of such intent.
Such member may be reinstated without penalty upon full payment of
current dues and fulfillment of any other required membership
obligation.
Section 6 – Transfer: Membership
is non-transferable.
Section 7 – Voting: All
members who are current in payment of
dues and who are not a non-voting class member such as Student or
Honorary shall have the right to vote on all issues properly brought
before the membership.
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ARTICLE III – DUES
Section 1 – Dues:
The Board of Directors shall, from
time to time, establish the amount of dues for each class and
sub-class of membership.
Section 2 – Date Due: All dues
shall be payable in full on October 1 of each year and shall be
deemed delinquent on November 1. New members joining after June 30
in any dues year and paying full annual dues will be given credit
for the remainder of that dues year and additional credit for the
full subsequent dues year.
Section 3 – Delinquency: Annual
dues not paid by November 1 shall be deemed delinquent. The member
shall be notified in a manner prescribed by the Board of Directors
and membership shall be suspended.
Section 4 – Refunds: No dues will
be refunded.
Section 5 – Hardship: Any member
may petition the Board of Directors for a waiver of payment of
annual dues due to hardship. Such petition must state the specific
grounds relied on in determining hardship. The Board will consider
the petition as confidential and will not disclose its content in
the Board minutes or otherwise but will only make known its
decision. Any waiver of dues is valid for the current dues year only
and not for any subsequent dues year.
Section 6 - Administrative
Fee: In
addition to the stated dues for each class and sub-class of
membership, an administrative fee in an amount determined by
the Board may be charged to new members to cover database
administrative set-up costs. This fee is a one time only charge to
new members and renewing
members who are over ninety (90) days delinquent. This fee may be
waived for cause at the discretion of the Board.
Section 7 - Program Fees &
Other Assessments:
The Board of Directors shall establish, at its sole discretion, such
program fees as it deems necessary to carry out the purposes of the
Association, provided, however, that each class or sub-class of fee
is in compliance with IRC Section 501(c)(6) and other applicable IRC
code sections. The Board of Directors may from time to time, approve
any additional fees or assessments that it deems necessary and
proper provided that any fee or assessment authorized shall be
charged to the membership and/or specific program in a
non-discriminatory manner. The Board of Directors may waive the
payment of any fee or assessment for just cause as determined by the
Board in its sole discretion.
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ARTICLE IV – BOARD OF
DIRECTORS
Section 1 – Directors: :
The governing body of the Association
is the Board of Directors, which has the authority and is
responsible for supervision, control and direction of the
Association. The Board shall be comprised of not less than three (3)
or more than nineteen (19) persons, all of whom shall be members in
good standing of the Association.
Section 2 – Composition:
The Board of Directors shall be
composed of the officers of the Association, the Chairman of each
Standing Committee, and Directors at-large. Past Presidents are
considered ex-officio, non-voting members of the Board of Directors
and may attend Board meetings upon request or by invitation of the
Board.
Section 3 – Term of Office:
Officers of the Association shall
serve as Directors during their term as an officer. Directors shall
serve for a term of two (2) years and shall be eligible to serve no
more than three (3) consecutive terms, which shall include any term
served as an Association officer. Each Director’s term of office
shall commence on the first day of the Association’s Fiscal Year
(July 1) if the Director was elected at the annual meeting pursuant
to Article X of these Bylaws or shall commence immediately upon
election by the Board if filling a vacancy on the Board pursuant to
Section 5 of this Article.
Section 4 – Election: The Board of
Directors shall be elected at the annual meeting of the Association
pursuant to the provisions of Article X of these Bylaws. .
Section 5 – Vacancies: If a
vacancy occurs on the Board for any reason, the position will be
filled by the Board for the remainder of the unexpired term.
Section 6 - Meetings: The Board of
Directors shall have no less than three (3) regular meetings
annually. Special meetings may be held at the request of the
President or upon the written request of no less than one third
(1/3) of the total number of Board members. Notice of Board meetings
must be given at least three (3) calendar days prior to the meeting
and may be given by telephone, email, or by writing. Attendance will
be assumed unless prior notification is given. No action may be
taken at any meeting unless a quorum is present. All action taken by
the Board shall be properly motioned, seconded and approved or
disapproved by a majority vote. Any action required or permitted to
be taken at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting if written consent, setting
forth the action so taken, is given in writing or by email, by a
majority of the members entitled to vote thereon.
Section 7 – Quorum: The quorum for
all Board meetings shall be one half (1/2) of the total number of
eligible members of the Board of Directors..
Section 8 – Powers: The management
of the Association is vested in the Board, which shall exercise all
powers of the Association except those specifically reserved for the
membership or otherwise limited by the Articles of Incorporation or
the provisions of these Bylaws. The Board of Directors must approve
all contracts prior to execution.
Section 9 – Accountability: The
Board of Directors shall be accountable to the Association and shall
make an annual report to the membership.
Section 10 – Removal: Any director
may be removed from the Board with or without cause by a two-thirds
(2/3) vote of the total Board membership at any regular or special
meeting, provided however, that thirty (30) days notice of such
action be given to all directors. Any director who, without cause,
fails to attend three (3) consecutive regular meetings of the Board
may be removed from the Board at the third applicable meeting.
Section 11 – Compensation:
Directors shall not receive compensation for their services but
shall be reimbursed by the Association for reasonable and necessary
out-of-pocket expenses incurred on behalf of the Association.
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ARTICLE V – OFFICERS
Section 1 – Officers:
The officers of the Association shall
be President, Vice-President, Secretary and Treasurer.
Section 2 – Election: All officers
must be duly elected Directors of the Association and shall be
selected by the Board of Directors at the first regular or special
meeting of the Board subsequent to the annual meeting of the
Association wherein the Board was elected.
Section 3 – Qualifications: All
officers shall be members in good standing of the Association and
meet all other qualifications enumerated in these Bylaws.
Section 4 – Term of Office:
Officers shall serve a term of one (1) year or until their
successors are duly elected and shall assume office immediately upon
their election. No officer may serve in the same office for more
than three (3) consecutive terms.
Section 5 – Vacancies: Any vacancy
shall be filled by the Board of Directors for the remainder of the
unexpired term.
Section 6 – Duties: The duties of the officers shall be as follows:
The President
shall be the chief corporate officer and shall preside at all
meetings of the Association and all meetings of the Board of
Directors. The President shall perform all duties that usually
pertain to the office and shall appoint the chairs of each
committee. At the annual meeting of the Association, the
President shall submit a report which shall include a
description of the current state of the Association including
the Association’s financial, membership and activities status.
The President may assign duties to other officers.
The Vice-President sshall
assist the President in the exercise of the President’s duties
and shall perform the duties of President at all times when the
President is absent. The Vice-President is considered the
President-Elect and shall be a nominee for President in the next
election.
The Secretary shall keep
records of Board meetings and actions, Association meetings and
actions, and make such reports to the Board and membership as
requested by the President and perform such other duties as are
normal and usual in pertaining to the office.
The Treasurer shall be the
chief financial officer and ensure that sound internal financial
controls are in place and operating properly. The Treasurer
shall supervise and/or monitor the bookkeeping, accounting or
tax services performed for the Association by any employee,
independent contractor or professional firm and shall render a
full and accurate account of all monies received and paid out by
submitting a report at each scheduled Board meeting as well as
submitting quarterly a statement of financial position and a
statement of activities A complete financial report, including
the report of an independent audit, if any, shall be presented
to the Association at the annual meeting. The Treasurer shall
ensure that all expenditures exceeding three hundred dollars
($300) are pre-approved by three (3) members of the Executive
Committee and that two (2) signatures are required on checks
exceeding five hundred dollars ($500). The Treasurer shall
ensure that all expenditures have been approved by the
appropriate committee chairman, other responsible person or by
the Board. The Treasurer shall act as liaison between the Board
and any financial, bookkeeping, accounting or tax services
retained by the Association.
Section 7 – Accountability:
The officers are accountable to the Board of Directors.
Section 8 – Removal: Any
officer may be removed for adequate reason by a two-thirds (2/3)
vote of the Board of Directors.
Section 9 – Compensation:
Officers shall not receive compensation for their services but
shall be reimbursed by the Association for reasonable and
necessary out-of-pocket expenses incurred on behalf of the
Association.
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ARTICLE VI – EXECUTIVE
DIRECTOR
Section 1 – Employment:
The Board of Directors, by a
two-thirds (2/3) vote of the entire Board, may hire a qualified
Executive Director to administer the operations of the Association
on such terms and conditions as are determined by the Board.
Section 2 – Termination: The
Executive Director may be discharged, with or without cause by a
two-thirds (2/3) vote of the Board of Directors, provided that ten
(10) days notice is given to the Executive Director.
Section 3 – Accountability: The
Executive Director shall be accountable to the Board of Directors
through the President.
Section 4 – Qualifications: The
Executive Director may be a member of the Association but cannot be
an officer or director of the Association.
Section 5 – Duties: The Executive
Director shall be a non-voting member of the Board of Directors and
the Executive Committee and an ex-officio member of all standing
committees except the nominating committee. The Executive Director
shall not be deemed a director or officer for any purpose other than
to be a non-voting member of the Board and Executive Committee.
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ARTICLE VII – EXECUTIVE
COMMITTEE
Section
1 – Responsibilities: The
Executive Committee shall manage the day-to-day activities of the
Association, and may delegate management matters to the Executive
Director. The Executive Committee is responsible to and shall report
to the Board of Directors.
Section 2 – Composition: The
Executive Committee shall be composed of the President,
Vice-President, Secretary, Treasurer, Immediate Past President, and
Executive Director (if the position has been established and filled)
Section 3 – Meetings: Meetings of
the Executive Committee shall be held from time to time and at such
places and times as deemed appropriate and necessary by the President. Special
meetings may be held upon the written request of two (2) members of
the committee.
Section 4 – Quorum: A majority of
the committee members shall constitute a quorum for all meetings of
the executive committee.
Section 5 - Bank Accounts:
The Executive Committee shall establish such checking accounts,
savings accounts or other financial instruments that are necessary
for the efficient operation of the Association. Such account(s)
shall be maintained in federally insured institutions selected by
the committee. Day to day management of such accounts shall be the
responsibility of the Treasurer subject to the provisions of Article
V, Section 6 of these Bylaws. Selection of the banking institution(s)
and/or any change thereof shall be vested in the sole discretion of
the Executive Committee. Only the currently serving Association
Officers and Executive Director, if any, may be signatories on any
Association bank account.
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ARTICLE VIII – COMMITTEES
Section 1 – Standing
Committees: The
Board of Directors shall create standing committees and adopt
policies for their operation. The President, with the advice and
approval of the Board of Directors, shall appoint a chairman for
each standing committee with the exception of the Nominating
Committee pursuant to Article X, Section 1 of these Bylaws. The
chairman of each standing committee shall be selected from the Board
of Directors.
Section 2 – Accountability: The
chairman of each standing committee shall be responsible to the
Board of Directors and shall submit reports to the Board of
Directors at each regular meeting of the Board. Each individual
member of the Board of Directors may serve on no more than three (3)
standing committees concurrently and may be Co-Chairman or Chairman
of two (2) standing Committees only. Any Officer, other than the
President, may also serve as the Chairman of a standing committee
except the Treasurer, who may not serve on the Budget & Finance
Committee, or as further provided in these Bylaws.
Section 3 – Subcommittees:
Chairmen of standing committees may create Subcommittees as needed
to expedite committee responsibilities and may appoint chairmen for
each subcommittee. Subcommittees are accountable to the committee
that appointed them and to the Board of Directors.
The
President shall be an ex-officio member of all committees except the
Nominating Committee.
Section 4 – Meetings: All
committees shall meet at such times and places as determined by the
committee chairman.
Section 5 – Ad Hoc Committees: The
President, with the approval of the Board, may create ad hoc
committees to deal with specific issues for a specified period of
time. Ad hoc committees are accountable in the same manner as
standing committees but the chairman of an ad hoc committee need not
be a member of the Board of Directors.
Section 6 - Budgets:
At the end of each fiscal year, the outgoing Officers and the
Chairman of each committee shall submit to the incoming Treasurer
and chairman of the Budget and Finance Committee a proposed budget
for the following Year. The proposed budget will be reviewed by the
Treasurer and/or Budget Committee Chairman and forwarded to each
incoming committee chairman. Each incoming committee chairman, with
the assistance of the Treasurer and the Budget and Finance
Committee, shall present its annual budget to the Board for
approval. No committee will be permitted to expend any funds without
prior Board approval pursuant to this Section or, in special
situations, as approved by the Executive Committee.
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ARTICLE IX – MEMBERSHIP
MEETINGS
Section 1 – Annual Meeting:
At least once annually and prior
to the end of the Association’s Fiscal Year, there shall be a
general business meeting of the Association membership at such a
time and place as determined by the Board of Directors. The agenda
shall be prepared by the President at his sole discretion.
Association members may suggest additional agenda items provided the
suggested items be petitioned in writing to the President at least
ten (10) days prior to the meeting.
The agenda of the Annual Meeting shall include:
1. The election to fill any vacancies on the Board of Directors
2. Annual report of the Officers, Board, and Executive Director
3. Adoption of resolutions
4. Consideration of any other valid business
Section 2 – Special Meetings:
Special Meetings may be called by
the President, Board of Directors or upon the written request of one
fourth (1/4) of the directors or one fifth (1/5) of the members
eligible to vote.
Section 3 – Notice: Written notice
of any meeting of the Association membership shall be placed in the
Association newsletter, on the Association website and emailed
directly to each member or included in the Association’s
semi-monthly email newsletter at least fifteen (15) calendar days
prior to the Annual Meeting or six (6) calendar days prior to a
Special Meeting.
Section 4 – Quorum: Ten percent
(10%) of the eligible members in good standing of the Association
shall constitute a quorum at any meeting of the Association.
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ARTICLE X – NOMINATIONS
AND ELECTIONS
Section 1 – Nominating
Committee: No later than thirty
(30) days prior to the Annual Meeting of the Association membership,
the Board of Directors shall appoint a committee to select a slate
of candidates to fill any vacancies for the ensuing year’s Board of
Directors. The nominating committee shall be composed of a minimum
of three (3) Association members in good standing, one of which
shall be the Vice President who shall chair the committee. The
members of the committee shall serve for one year and, with the
exception of the Vice President, may not serve more than two (2)
consecutive terms.
Section 2 – Floor Nominations: Any
eligible Association member in good standing may submit names for
consideration to the nominating committee either prior to the Annual
Meeting or from the floor at the meeting. Any person nominated from
the floor must accept or decline the nomination and, if accepting
and found duly qualified by the Nominating Committee, will be
included in the voting.
Section 3 – Elections: Election of
Directors shall be held once a year at the Annual Meeting. If there
is only one nominee for each vacancy to be filled, a voice vote
shall be in order. If there are more nominees than vacancies to be
filled, the method of voting to be used shall be determined by the
Executive Committee. A plurality shall be sufficient for election
provided that the successful candidate receives at least 44% of the
total vote. If that does not occur, a run-off election shall be held
between the two (2) highest scoring candidates with a majority
required to determine the winner.
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ARTICLE XI – INDUSTRY
PARTICIPATION
The
Association may, upon approval of two-thirds (2/3) vote of the Board
of Directors, appoint delegates and alternates to represent the
Association at any convention or trade show that is directly related
to the purposes of the Association and may pay all or part of
reasonable costs of such attendance. Such costs shall be
subject to prior budget approval by the Board. All Delegates must be
members in good standing of the Association.
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ARTICLE XII – ANTITRUST POLICY
It is the
policy of the Association to comply with all federal, state and
applicable internal trade regulations and antitrust laws. Any
activities of the Association or Association-related actions of its
staff, officers, directors, or members that violate these
regulations and laws are detrimental to the interests of the
Association and are contrary to Association policy.
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ARTICLE XIII –
NONDISCRIMINATION
The
members, officers, directors, employees and persons served by the
Association shall be selected on a nondiscriminatory basis with
respect to age,
sex, race, religion, and national origin.
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ARTICLE XIV – INDEMNIFICATION
To the
extent permitted pursuant to the Colorado Revised Non-Profit
Corporation Act, as may be amended, or its successors, this
Association shall indemnify any and all of its directors, officers,
former directors, former officers, any of them in connection with
any actual or threatened action, suit, claim, or proceeding in which
any of them are or may be made a part by reason of having been a
director, officer, employee, committee member or agent of this
Association.
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ARTICLE XV – FISCAL YEAR
The
fiscal year of the Association shall be July 1 through June 30. The
fiscal year may be changed from time to time by the Board of
Directors.
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ARTICLE XVI – ASSOCIATION
OFFICES
The
offices of the Association and the Association’s mailing address
shall be determined and/or changed from time to time by the Board of
Directors.
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ARTICLE XVII – AMENDMENTS
Section 1 – Amendments to
Bylaws:
These Bylaws may be altered, amended,
or repealed and new Bylaws may be adopted, by a two-thirds (2/3)
vote of the Board of Directors at any regular or special meeting of
the Board if a quorum is present and at least fifteen (15) days
notice of such meeting is given.
Section 2 – Notice: Notice of the
intention to make any change to these Bylaws shall be given to the
Association membership by newsletter, email or website posting no
later than fifteen (15) days prior to the Board voting on the
changes.
Section 3 – Submitting an Amendment:
AAny
eligible Association voting member in good standing may submit a
proposed amendment to these Bylaws to the Board of Directors for
their consideration. Any such proposed amendment must contain the
signatures of no less than ten (10) eligible voting members of the
Association. Such duly signed proposed amendments shall be voted
upon by the Board along with any other proposed amendments.
Section 4 – Conflict: No Bylaw of
this Association, or amendment thereto, will be of legal effect to
the extent that it conflicts with the laws of the United States,
Colorado Statutes, the Association’s Articles of Incorporation, or
the provisions of IRC Code Section 501(c)(6).
Section 5 – Interpretation: In the
event of any ambiguity or dispute in the interpretation of these
Bylaws, such ambiguity or dispute shall be resolved by majority vote
of the Board of Directors.
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ARTICLE XVIII – DISSOLUTION
This
corporation may be dissolved by a two-thirds (2/3) vote of eligible
members of the Association at a duly called annual meeting or
special meeting of the Association membership. Upon an affirmative
vote for dissolution, the corporation shall be dissolved pursuant to
applicable law, provisions of IRC Section 501(c) and provisions of
the corporation’s Articles of Incorporation.
Unanimously approved by the Board of Directors at its regular
meeting Saturday, September 16, 2006.
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