Independent Online Booksellers Association

Section 1. The name of the organization shall be Independent Online Booksellers Association (hereinafter referred to as the "Association").

Section 2. The purpose of the Association is to promote internet bookselling and foster the interests of internet booksellers.

Section 3. The headquarters shall be located at a place determined by the Board of Directors, and may be relocated from time to time as determined by the Board of Directors.

Section 1: The number of Association members shall not be limited.

Section 2: The membership year shall run from August 1 through July 31.

Section 3: Voting Members must be internet booksellers who meet the Association qualifications set by the Board of Directors. Each Bookselling Business is permitted to have only one Voting Member.

Section 4: Associate Members must meet the Association qualifications for Associate Membership set by the Board of Directors. Associate members may participate in the business of the Association, but may not vote.

Section 5: The Board of Directors may terminate the membership of any Member who ceases to meet the qualifications.

Section 6: The Membership fee schedule for each membership year will be set by the Board of Directors prior to the end of the current membership year.

Section 1: The Association shall be managed by a Board of Directors.

Section 2: The Board of Directors shall consist of an Executive Committee consisting of the President, Vice-President, Secretary and Treasurer, who will each serve a one-year term. The Board of Directors shall also include six At-Large Representatives who shall each serve a three-year term.

Section 3: The President, Vice-President, Secretary, Treasurer, and two At-Large Representatives shall be elected each January by the Voting Members of the Association by written ballot, sent to each Voting Member, and returned to the Secretary of the Association. A simple majority (50% + 1) of all votes cast will be required to elect members of the Board of Directors.

Section 4: The Chairs of the Standing Committees shall be appointed by the President.

Section 5: A quorum for a meeting of the Board of Directors shall be 50% + 1 of the members of the Board of Directors.

Section 6: The Board of Directors may appoint a member to fill a vacancy on the Board to serve until the next annual election.

Section 7: The Board of Directors has full power to control the affairs of the Association according to the bylaws and articles of incorporation.

Section 8: Meetings of the Board of Directors shall be called by the President or by at least three other members. All members of the Board of Directors shall be given at least 72 hours notice prior to a meeting. This requirement may be waived for any particular meeting if the business pending before the Board of Directors is urgent and all members agree to waive this requirement and are able to participate in a meeting sooner than 72 hours.

Section 9: The fiscal year of the Association is July 1 to June 30.

Section 1: The Association will elect a President, Vice-President, Secretary and Treasurer and two At-Large Representatives from the membership by a simple majority (50% + 1) of members voting in any duly held election. The term of office of the President, Vice President, Secretary and Treasurer shall be one year. The membership will elect two new At-Large Representatives each year; each At-Large Representative shall serve a three year term, and the terms shall be staggered so that two new Representatives are elected each year to replace the two Representatives whose terms are expiring. Elections shall be held in January of each year. In 2004 the membership shall elect six new At-Large Representatives, two for a one-year term, two for a two-year term, and two for a three-year term.

Section 2: Any officer or at-large member may be re-elected to office, either to succeed himself or to fill any other office in the Association; however, no Member may be elected to serve as President for more than two (2) consecutive terms. Officer and At-Large Member positions within the Association carry no salary or stipend.

Section 3: Duties of Officers and At-Large Members:

Section 3-A: The President's duties and responsibilities will be to: represent the Association to the public-at-large, including other associations and bookselling resources; preside at all meetings of the Association and the Board of Directors; appoint chairs of all committees; be an ex-officio member of all committees. The President shall not vote on matters before the Association or the Board of Directors unless it is to break a tie or cause a tie as stipulated in Robert's Rules of Order, Newly Revised, (1990).

Section 3-B: The Vice-President shall serve in the absence or disability of the President. All powers and duties of the office shall be performed by this designee. In the event the office of President of the Association is vacant, the Vice-President shall serve the unexpired term.

Section 3-C: The Treasurer shall have responsibility of accounting to the membership for the general revenue and disbursement of any monies brought to the Association. The Treasurer shall prepare and deliver financial reports as requested by the Board of Directors. The Treasurer shall also prepare a yearly budget and present same to the Board of Directors at least thirty (30) days before the end of the fiscal year.

Section 3-D: The Secretary shall maintain and have responsibility for overseeing the recording of minutes, proceedings and results of elections, maintenance of the committee membership rosters, and performance of other such duties as designated by the President. As funding permits, these duties may be delegated to a staff function.

Section 3-E: At-Large Board Members shall actively participate in discussion, debate and voting on all issues and proposals before the Board of Directors, and shall gather input from Association members on an ongoing basis. It will be the At-Large Members' responsibility to assure that various segments of the membership are adequately represented and considered by the Board of Directors in its conduct of IOBA business and to cast their votes accordingly.

Section 1: The Association shall maintain Standing Committees for Membership, Bylaws, Finance, Internet Operations, and Public Relations. The Chairs of each of these committees shall be appointed each year by the President. The Chairs of each Committee shall be ex officio members of the Board and sit in on Board meetings, but have no vote on matters before the Board.

Section 2: The Board of Directors may establish other Standing Committees as necessary. Chairs of newly created Standing Committees shall be appointed by the President. The Chairs of each Committee shall be ex officio members of the Board and sit in on Board meetings, but have no vote on matters before the Board.

Section 3: Committees may conduct their business through any means deemed appropriate by the Committee chair, including meetings, conference calls, interaction via the internet, or other such methods.

Section 4: The purpose of the Committees is to foster the interests of the Association, and to advise and make recommendations to the Board of Directors, within its special field, and as the Board of Directors may require.

Section 1: The Board of Directors may conduct discussions on various issues via email, online chat rooms, and other means available to them.

Section 2: Decisions of the Board of Directors shall take place through (1) voting as stipulated in Roberts Rules of Order (Newly Revised, 1990) at a duly called meeting which operates in accordance with the law in the state of incorporation or (2) unanimous action via written consent as stipulated in applicable State-of-Incorporation statute. Meetings, when necessary, may take place in person or via any electronic means where members are able to hear each other simultaneously, or through any other means allowable by law.

Section 3: A simple majority (50% + 1) of all votes cast by Board Members at a meeting in which there is a quorum present shall be required to pass a motion.

Section 4: Board Members shall excuse themselves from discussing or voting on any proposal which will bring personal financial benefit to the Board Member or any member of his/her family, or benefit the Board Member's business in a manner in which other member booksellers' businesses will not also benefit.

Section 1: These bylaws may be amended by a vote of the general membership of the IOBA. Any amendments or additions to the bylaws must be approved by 2/3 of the membership casting a ballot. The membership must be given at least 30 days notice in writing of proposed changes prior to a vote.