COLORADO INDEPENDENT PUBLISHERS ASSOCIATION
Approved: April 16, 2011
ARTICLE I – NAME AND PURPOSE
Section 1 – Name: The name of the association is Colorado Independent Publishers Association (CIPA). 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 all aspects of the independent publishing industry; 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 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.
ARTICLE II – MEMBERSHIP
Section 1 – Eligibility: Membership shall be open to all persons who support the purpose of the Association, pay the appropriate annual dues and consent to comply with the Association’s Bylaws and the CIPA Code of Professional Ethics.
Section 2 –Category & Criteria: Categories of membership such as Individual, Associate, Affiliate, Student, Senior, etc. as well as membership criteria and benefits shall be established by the Board of Directors for each category of membership and for any sub-category such as Full, Limited, Life, Honorary, etc.
Section 3 – Termination of Membership: The Board of Directors may, by a vote of two-thirds (2/3) of a quorum present at any meeting, 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 are presumed to be adequate reasons for termination and does not require advance notice to the member. Any member proposed for membership termination for other reasons, including violation of the CIPA Code of Professional Ethics, 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: Members terminated for failure to pay dues may be reinstated within six months of termination by paying all outstanding dues and assessments. All other members seeking reinstatement must re-apply for membership.
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 are not a non-voting category member shall have the right to vote on all issues properly brought before the membership.
ARTICLE III – DUES, FEES & ASSESSMENTS
Section 1 – Dues: The Board of Directors shall, from time to time, establish the amount of dues for each category and sub-category of membership.
Section 2 – Date Due: All renewal dues shall be payable in full on October 1 of each year and shall be deemed delinquent on November 1. New members joining after May 31 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. Members joining prior to May 31 may, subject to the sole discretion of the Board of Directors, be granted a pro-rated discount of their renewal dues for the year following initial membership.
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 on December 31.
Section 4 – Refunds: No dues will be refunded.
Section 5 – Waiver: The payment of annual dues may, in the sole discretion of the Board of Directors, be waived for any reason deemed appropriate by the Board. The member whose dues are waived under this section shall be entitled to all benefits available for the waived class of membership.
Section 6 – 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 7 – 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 more than one hundred eighty (180) days delinquent. This fee may be waived for cause at the discretion of the Board.
Section 8 – 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.
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 as follows: Officers of the Association – President, Vice President, Secretary, Treasurer: and The Chairman of each Standing Committee; and directors at-large. The Executive Director of the Association and the President of CIPA Education and Literacy Foundation shall attend Ex Officio (non-voting). Past Presidents 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. Other Directors shall serve as follows:
President of CIPA Education & Literacy Foundation – during elected term
Committee Chairman – During elected term
Directors at Large – 2 year term
Directors at large shall serve for a term of two (2) years and shall be subject to nomination and re-election after each term. The term served 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 may be filled by a majority vote of the Board and will be served 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.
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. Officers shall assume office immediately upon their election. No officer may serve in the same office for consecutive terms unless such service is approved by the Board of Directors.
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 shall 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 shall: ensure that sound internal financial controls are in place and operating properly; supervise and/or monitor the bookkeeping, accounting or tax services performed for the Association by any employee, independent contractor or professional firm; render a full and accurate account of all monies received and paid out by submitting a report at each scheduled Board meeting; and submit quarterly a statement of financial position and a statement of revenues and expenses. 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 pay only those expenditures that have been authorized by the Board and approved by the appropriate committee chairman or other responsible person. Expenditures exceeding five hundred dollars ($500) must also be approved by the Executive Committee. 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.
ARTICLE VI – EXECUTIVE DIRECTOR
Section 1 – Employment: The Board of Directors, by a two-thirds (2/3) vote of the entire Board, may retain the services of 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 services of the Executive Director may be terminated, 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 an ex officio (non-voting) member of the Board of Directors, the Executive Committee and all standing committees except the nominating committee. The Executive Director shall not be deemed a director or officer for any purpose other than stated above.
ARTICLE VII – EXECUTIVE COMMITTEE
Section 1 – Responsibilities: The Executive Committee shall manage the day-to-day activities of the Association but may delegate administrative matters to the Executive Director. The Executive Committee shall report and is responsible 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 and in such a manner 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 may be signatories on any Association bank account.
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 serve on the Budget & Finance Committee in an ex-officio capacity only, 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.
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:
- An election to fill any vacancies on the Board of Directors
- Annual report of the Officers, Board, and Executive Director
- Adoption of resolutions
- 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.
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.
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.
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.
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.
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.
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.
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.
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 ten (10) days prior to the Board voting on the changes.
Section 3 – Submitting an Amendment: Any eligible 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.
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.
ARTICLE XIX – CODE OF ETHICS
The Board of Directors, to help preserve and encourage fair and equitable practices among all who are a part of the publishing profession, shall establish and maintain, as a condition of membership, a Code of Professional Ethics. At the first regular meeting of the Board of Directors after July 1 of each year, the attending Board members shall, on behalf of the members of CIPA, affirm the Code of Ethics by signing its Pledge and cause the signatures to be affixed to the minutes of the meeting.
Unanimously approved by the Board of Directors at its regular meeting Saturday, April 16, 2011.