Material Changes in the Proposed Bylaws Revision

Here is an in-depth look at the changes put forth in this year's proposed Bylaws revision.

Goals for the Proposed Bylaws Revision

• Ensure legal compliance
• Ensure accuracy
• Ensure accessibility
• Clarify through consistent language and structure
• Delineate content that should be in Bylaws vs content that should be in governance policies
• Outline all ABA membership classes with descriptions, as well as voting and board service eligibility
• Make improvements as noted in the Material Changes

 

Material Changes in the Proposed Bylaws Revision

Article I: Name and Purpose

• The current Bylaws dictate the location of the principal office be within the State of New York. ABA has been remote since March 2020 and the main office is closing/has closed as of February 2024. Per general counsel, the location has been removed in the proposed revised Bylaws. ABA will continue to be incorporated in New York as mentioned in Section 1.1. ABA will continue to maintain a New York mailing address.

Article II: Membership

Section 2.2. Categories of Members

• At the direction of general counsel, the proposed revised Bylaws include more detail about the existing membership classes and clarify who can vote and/or serve on the Board. This does not change the current policy, merely creates transparency, except as noted below.
• The proposed revised Bylaws restore the voting rights of used bookstore members. Previously in 2020, voting rights were revoked for used bookstores.
• The proposed revised Bylaws include the new membership category, Adjacent Members. This membership category includes businesses such as Museum shops, Friends of Library Stores, Jewish Community Centers, book subscription services, and stand-alone book event businesses that are currently classified as regular ABA members. Members in this category do not have voting rights and cannot serve on the ABA Board. Under the current Bylaws, these members do have voting rights, so this is a change. These members do not currently serve on the ABA Board, so this is not a change.
• The proposed revised Bylaws change the name of the existing membership category Friends of Bookselling to ABA Supporters. Members in this category do not have voting rights and cannot serve on the board — same as in the current Bylaws.
• Membership requirements related to the ratio of used and new books, as well as books and non-book merchandise, remain the same but are now clearly stated in the proposed revised Bylaws to improve transparency.
• The proposed revised Bylaws include language clarifying that a company is not eligible for membership if its membership could “pose a material conflict of interest with the interest of a majority of the Regular Members.” This addition is intended to address questions about whether Barnes and Noble or Amazon can join the Association.
• Although the proposed revised Bylaws still mention grounds for expulsion and the requirement of a ⅔ vote of the board, there is less detail in the proposed revised Bylaws since details for this process are being moved to ABA’s Governance Policies per general counsel’s recommendation.

 

Article II: Membership

Section 2.6 Meetings of the Members

(a)  Annual Meeting

• In the proposed revised Bylaws, the ABA’s annual meeting is no longer tied to the now-defunct BookExpo but is scheduled by the Board of Directors. (Currently the annual meeting is scheduled on the third Thursday of May every year.)

(f) Meetings by Remote Communication

• The proposed revised Bylaws add an accommodation for virtual membership meetings.

Article III: Board of Directors

• The current Bylaws state that Board Members must be in accordance with the “directors’ fiduciary duties under applicable law.” That statement isn’t included in the proposed revised Bylaws because fiduciary duties are inherent in board service.
• The current Bylaws address the terms of Directors being staggered and that one Director elected each year shall not have been elected previously. The proposed revised Bylaws do not include this requirement so as to allow for more flexibility. The Board believes that the current term limits and potential turnover are sufficient to prevent Board stagnation.
• The current Bylaws outline the process of the Nominating Committee for Directors. The proposed revised Bylaws don’t include this process. The process remains the same but will be moved to the Governance Policies on the advice of ABA’s general counsel.

Article III: Board of Directors

Section 3.1. Authority

• The ABA Board follows Carver Governance Policy in its governing of the Association. Language has been added in the proposed revised Bylaws to make the Governance Policy transparent.

Article III: Board of Directors

Section 3.2. Number and Composition   

• The current Bylaws require that the booksellers on the Board are active in day-to-day management and/or operation of a member store. The proposed revised Bylaws state Directors must be the designated owner or employee of a Regular Member, Online Bookstore Member, or Used Bookstore Member store.
• Per the recommendation of general counsel, the proposed revised Bylaws allow for a minimum of at least seven Board Directors to allow for possible periods of unexpected Board turnover. The intention is to continue with 13 Board Directors, and the commitment to always have designated seats for BIPOC and Black Directors remains.

Article III: Board of Directors

Section 3.4. Removal of Directors

• In accordance with New York State law, removal of Directors from the Board, with or without cause, requires a two-thirds (⅔) vote of the members eligible to vote at a meeting where quorum is present.
• The proposed revised Bylaws don’t mention that the Director being considered for removal does not participate in the vote because this would be the case in any vote in which a Director has a conflict of interest.

Article III: Board of Directors

Section 3.6. Vacancies

• In the case of Board vacancies, the Board may wait to fill a seat as long as there are fewer than eight (8) months remaining until the next annual meeting and a minimum of seven (7) Directors remain on the Board. This allows the Board to do its due diligence in finding an eligible and qualified appointee. The former is the current policy, but this proposed revision to the Bylaws makes the policy transparent. The minimum number of Directors is per the recommendation of general counsel and aligns with the new director minimum.  (Article III, Section 3.2 above)

 

Article IV: Officers, Agents, and Employees

Section 4.1 Officers

• In the current Bylaws in order to be an Officer, a member needs to have served on the Board for at least one year immediately prior to assuming office. This qualification is not in the proposed revised Bylaws. Although the Board will consider time served on the Board as an important factor when appointing officers, removing this language removes an obstacle for qualified officer candidates who may have other extensive board or industry experience.
• The election process for Officers in the current Bylaws is not in the proposed revised Bylaws. This process remains the same but will be moved to the Governance Policies on the advice of ABA’s general counsel.

 

Article IV: Officers, Agents, and Employees

Section 4.4. Vacancies

• The current Bylaws require that a vacancy in the position of President be filled for the unexpired term by a Vice President. The proposed revised Bylaws allow the Board more flexibility in the case that a Vice President can’t serve for any reason by allowing the Board to fill the position from amongst the remaining Directors.

Article IV: Officers, Agents, and Employees

Section 4.6. Chief Executive Officer

• The proposed revised Bylaws clarify that the Chief Executive Officer is a non-voting, ex officio member of the Board who does not count towards quorum, in accordance with New York state law. The CEO is responsible for the leadership of the Association and determining and managing the day-to-day activities of the Association in accordance with the Association’s Ends Policies approved by the Board. This is not a change in policy, just a clarification in the Bylaws.

Article V: Committees

• Per general counsel’s recommendation, specific details of committees, described in detail in the current Bylaws, are not in the proposed revised Bylaws and will be moved to ABA’s Governance Policies.
• The current language about advisory councils has been removed since ABA’s advisory councils — Bookseller Advisory Council (BAC), Children’s Group Council, and The Diversity, Equity and Inclusion Committee (DEIC) are overseen by the ABA CEO and Staff, as recommended by Carver Governance best practices. These councils will continue.

 

Article VI: Miscellaneous

Section 6.1. Fiscal Year

• The ABA’s fiscal year remains the same — October 1 through September 30 — but the proposed revised Bylaws make this timeframe transparent.

Other

• The current Bylaws state that “Robert’s Rules of Order shall govern unless otherwise provided for by the certificate of incorporation, the bylaw, or applicable law.” This overall mention of the policies of the administration and the mention of Robert’s Rules is not in the proposed revised Bylaws per general counsel’s suggestion. Instead, the language will be moved to the ABA’s Governance Policies. The ABA Board will continue to use Robert’s Rules of Order.
• Current Bylaws state that in tied votes among the Board, the President may cast a second vote. The proposed revised Bylaws don’t include this, per general council’s recommendation.