Bylaws
Article VII. MEETINGS
Section 1. There shall be an annual meeting of the board of directors of the Corporation at a time and place set by the board of directors. The chapter location of the annual meeting shall be established three years in advance. Each meeting will be held not less than nine or more than fifteen months after the preceding meeting.
Section 2. All board members are expected to attend the annual meeting or to identify a representative.
Section 3. The Corporation shall annually review its program reimbursement plan for national officers, committee chairpersons, and representatives for annual meeting expenses, if such expenses are not covered by a board member's employer.
Article VIII. BOARD OF DIRECTORS
Section 1. The board of directors shall supervise and control the affairs of the Corporation. It shall 1) determine its policies within the limits of the Certificate of Incorporation, the bylaws, and Section 501(c)(3) of the U.S. Tax Code, 2) function as trustees of the Corporation, and 3) exercise discretion in the disbursement of its funds.
Section 2. The board of directors shall consist of the four elected officers; the current chapter presidents; and the past president, who shall remain as a voting member of the board until there is another immediate past president.
Section 3. If a vacancy on the board of directors occurs because of a change in chapter presidency, the new chapter president will immediately fill the vacancy.
Section 4. If three of the five members of the executive committee determine that a national officer, committee chairperson, representative, or editor is not performing the assigned responsibilities, is deemed to be involved in illegal activity, or brings dishonor to the organization, the president shall ask for the individual's resignation.
Should the specified individual refuse to resign, the president shall send a certified letter informing the individual that she/he is being removed from office by consent of the executive committee.
Should the person to be removed be the national president, notification responsibility shall automatically be deemed the responsibility of the vice president/president-elect.
Article IX. NOMINATIONS & ELECTIONS
Section 1. At the annual meeting of the Corporation, the board shall elect a nominating committee of three members of the association, each nominated by a member of the board. Not more than one member of the nominating committee may be a member of the executive committee. The members of the nominating committee shall select the chair. The names and addresses of the nominating committee shall be published in the Fall issue of The Bookwoman.
Section 2. The nominating committee shall solicit nominations through the chapters, or by other means, and shall prepare a ballot with at least one (but preferably two) nominee(s) for each office.
Section 3. Nominations other than those by the nominating committee may be made by petition signed by at least 25 active and/or network members of the association and submitted, with the written consent of the nominee, to the chair of the nominating committee at least three months before the beginning of the annual meeting. The nominating committee shall include such petition candidates on the ballot.
Section 4. The nominating committee shall supply a reproducible original of the ballot to each chapter. Each individual chapter shall reproduce ballots and distribute them to all its active and network members, at chapter expense.
Section 5. The nominating committee shall supply a reproducible original of the ballot to the membership chair. The membership chair shall reproduce ballots and distribute them to all sustaining members, at the expense of the Corporation.
Section 6. Completed ballots shall be returned to the chair of the election committee no later than the deadline established by the nominating committee for that year. For contested elections, such deadline shall be at least six weeks before the beginning of the annual meeting; for uncontested elections, at least one month before the beginning of the annual meeting.
Section 7. An election committee shall be appointed by the president to receive and count the ballots and report the results. The chair of the committee shall receive the ballots from the members.
Section 8. A majority of all votes cast for a particular office shall constitute election. If no candidate receives a majority, the executive committee shall determine a winner.
Section 9. The president shall inform the winning candidates of their election as soon as possible, but no later than four weeks before the beginning of the annual meeting.
Article X. COMMITTEES
Section 1. Standing committees of the Corporation shall be established by the board. Special committees shall be established by the board or by the president with the approval of a majority of the executive committee. These committees shall be responsible to the board, which will delegate such powers and functions to them as the board finds desirable for the conduct of its business.
Section 2. The president shall appoint all committee members and designate the chairs of all committees except the nominating committee.
Section 3. Each standing committee chair shall, if possible, attend the annual meeting of the board and shall submit a written report of the committee's activities, including any recommendations for future action. Additional reports may be submitted at the option of the committee or as requested by the board or the president.