Voting on Proposed Bylaws Change to Open September 16

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Last month, ABA President Betsy Burton talked with Bookselling This Week about the proposed amendment to the bylaws of the American Booksellers Association that, if passed, would raise the number of members on the association’s Board of Directors from 10 to 11.

In the interview, reprinted below, Burton explained the reasons for the change, and also encouraged booksellers to make plans to vote on the proposal when the balloting process opens next week.

Member stores will receive an e-mail on Wednesday, September 16, that will include a link to vote on the bylaws change; voting will remain open through October 26. Amendments to ABA’s bylaws must be approved by a majority vote of bookstore members, with at least 10 percent of the members voting.

Learn more about the proposed bylaws change here. Members with questions or comments are encouraged to e-mail ABA at [email protected].

Bookselling This Week: Why has the ABA Board of Directors proposed an amendment to raise the number of Board members from 10 to 11?

Betsy Burton: For two reasons: To increase the possibilities for a diverse board and, also, to avoid the possibility of tie votes.

BTW: Did the Board identify any particular issues that could be addressed or improved by bringing on an additional Board member?

BB: Regarding the governance issue, back when we increased the Board size from 9 to 10 (in order to solve the dilemma of some presidents not being able to serve two terms — something we had wished to address), we failed to adequately consider the possibility of tie votes. An 11-member Board offers the most direct and sensible answer to that problem since an odd number of votes can’t result in a tie. And, importantly, as we are in the midst of serious discussions on the subject of diversity, the Board’s belief is that one more Board member would add one more chance to broaden the diversity of the Board.

BTW: How do you feel this amendment, if approved by the membership, could affect the operations of the Board going forward?

BB: In terms of diversity, there are so many things the Nominating Committee must consider regarding proposed candidates, from regional representation to store size to governance experience to — of course — diversity. One more Board position just makes it that much easier to have a Board that is representative across all those issues.

Regarding tie votes, given a Board with an odd number of members, the process is straightforward: We thoroughly discuss an issue, a motion is made and seconded, we call for further discussion, we vote, and once that vote is taken, we speak with one voice on the issue. Bottom line: By ensuring that tie votes are an impossibility we can, through a sound governance process, come to agreement on issues that might otherwise divide us in an ongoing way.

BTW: Why is it important for ABA member booksellers to vote on this amendment?

BB: Because this is your association. It represents each of you, and each of you should both be knowledgeable about what decisions are being made and give input on those decisions in the same way we all feel obligated to vote in public elections.