Why We Are Updating the IPNE Bylaws
IPNE is updating its bylaws for two reasons: to meet the requirements for formal nonprofit status and to bring our governing documents in line with the organization’s current needs.
Drafting these bylaws required considerable effort. We are particularly grateful to BAIPA (Bay Area Independent Publishers Association) and MIPA (Midwest Independent Publishers Association), two organizations similar to IPNE, for sharing their bylaws and offering guidance.
Once members approve these bylaws, and a new board is seated and a treasurer appointed, IPNE will file an application with the IRS for recognition as a nonprofit organization. Currently, IPNE is incorporated as a regular corporation and does not hold legal nonprofit status — meaning the organization is subject to, and does pay, taxes.
If you have any questions, please reach out using the contact form on our website or by calling 781-214-0980. Thank you for your continued support.
Bylaws Summary — Key Provisions
- The board of directors consists of either 5 or 7 members.
- Board terms are two years, with a maximum of three consecutive terms. Terms begin July 1.
- The board elects its own officers: President, Vice President, Secretary, and Treasurer. Officer terms are one year.
- The board meets at least once per quarter.
- Board members serve without compensation.
BYLAWS OF THE INDEPENDENT PUBLISHERS OF NEW ENGLAND
SECTION I: ORGANIZATION
1.1: Name The name of this organization is Independent Publishers of New England (hereinafter called IPNE). All other provisions of this document shall become effective upon adoption and shall remain in effect upon incorporation.
1.2: Mission Statement IPNE strives to provide leadership, education, and support for independent publishers in New England.
We provide educational programs on networking, outreach, marketing opportunities, and the publishing industry’s best practices, vendors, and resources.
1.3: Operations No part of IPNE’s net earnings will inure to the benefit of any individual other than reimbursement for goods and services if approved by the Board of Directors (BOD). IPNE is not organized for profit or to engage in an activity ordinarily carried on for profit.
1.4: Offices and Resident Agent The principal office of IPNE shall be at the home or place of business of the President of the BOD or other place designated by the BOD; presently at 2 Carmichael Street, Suite 2, Essex Junction, VT, 05452. The Resident Agent will be in the state where IPNE is incorporated.
SECTION II: MEMBERSHIP
2.1: Qualifications and Applications Membership is open to all those involved in, associated with, or interested in book publishing. While the focus is on the New England region, residence in New England is not a precondition of membership. There is no limit to the number of members.
Applications for membership are to be submitted to IPNE accompanied by payment of annual dues. The membership term will be one year from the date of IPNE’s acknowledgment of membership. No member may transfer a membership.
2.2: Membership
Membership in IPNE includes independent publishers, authors who self-publish, and
those in businesses associated with book publishing, such as agents, artists, consultants, editors, illustrators, indexers, printers, proofreaders, publicists, retailers, wholesalers, and other vendors to the publishing industry.
2.3: Dues Each member in good standing must pay the annual dues within the renewal time, and under the conditions set by the BOD.
SECTION III: BOARD OF DIRECTORS
3.1: Number and Qualifications The business of IPNE shall be conducted by a Board of Directors (BOD) composed of an odd number of members, no fewer than five and no more than seven. The default number, if no decision is made to change it, is five members. Only IPNE members in good standing may serve as directors.
3.2: Terms and Tenure The term of office shall be two (2) years commencing at the beginning of July 1st after the election. Board members may serve three consecutive terms. After one year off the BOD, the member is eligible to return.
3.3: Resignation and Termination Vacancies on the BOD shall exist 1) on the death, resignation, or removal of any director, and (2) whenever the number of authorized Directors is increased. A director may resign effective upon giving written resignation to the President or other officer. Such resignation shall be effective upon receipt, unless otherwise specified. Any director may be voted off the BOD by a majority of the total BOD. Such removal shall take place at a meeting with written notice (email or other) of such meeting and its purpose sent to each director at least seven (7) days in advance. No Director may resign if IPNE would then be left without a duly elected Director or Directors in charge of its affairs.
3.4: Vacancies The BOD shall fill any vacancy with recommendations by the Board’s officers. Each successor shall hold office for the unexpired term.
3.5: General Powers The BOD shall have and may exercise all the powers of the organization, except those powers reserved to the members by law or these Bylaws. The general powers include:
3.5.1 Establish IPNE policy
3.5.2 Establish annual membership dues.
3.5.3 Convene annual meetings.
3.5.4 Prepare an annual budget, plan, and calendar.
3.5.5 Organize educational publishing seminars, networking opportunities, trade show displays, and other member events as deemed appropriate.
3.5.6 Propose Bylaw amendments.
3.5.7 Contract for services and set job descriptions and compensation.
3.5.8 Do other things necessary and proper to further the purposes of IPNE.
3.6: Officers of the Board of Directors
The BOD shall select its officers—President, Vice President, Secretary, and Treasurer—after the BOD meeting approves the board members. The term of office will be one year, and an officer may be re-elected. Each office must be held by a separate Board member, except that the positions of Secretary and Treasurer may be combined if the BOD deems it appropriate. Duties are as follows:
3.6.1. President: Shall serve as chief officer of IPNE, set the agenda and preside at all Board and member meetings, appoint committee chairs, and perform other duties associated with the office:
- Serve as spokesperson for IPNE regarding policy
- Serve as ex officio member of all committees.
- Execute or coordinate IPNE activities and business.
- Supervise service providers under contract with IPNE.
3.6.2. Vice-President: Shall assume the President’s duties if the President is absent or incapacitated, and shall fulfill other obligations as specified by the President or BOD.
3.6.3. Secretary: Shall be responsible for keeping IPNE official records, including membership forms, correspondence, reports, and minutes of the BOD and member meetings.
3.6.4. Treasurer: a. Shall keep the record of the IPNE budget and prepare financial reports as needed. b. Coordinate with the President and other board members on the preparation and filing of all required federal and state tax forms. Receive, deposit, and disburse IPNE funds under the direction of the BOD. d. Fulfill other obligations as specified by the President or BOD.
SECTION IV: COMMITTEES
4.1 Appointment The BOD may appoint standing and ad hoc committees as needed. Such committees may include persons who are not also members of the BOD. These committees shall act in an advisory capacity only to the BOD and shall be clearly titled as “advisory” committees, unless the BOD explicitly delegates additional authority.
4.2 Committee Chairs Committee chairs shall be responsible for recruiting committee members, developing goals, budget, publicity, and evaluation for specific events/workshops (with BOD approval). Each committee shall submit to the BOD a final report for each event and recommendations for the annual plan.
SECTION V: MEETINGS
5.1: Member Meetings Meetings of the membership shall be held at any place in New England designated by the BOD and may also be conducted by virtual conference.
5.1.1 Annual Meeting Every year, the BOD shall convene a members’ meeting. An announcement and agenda for the meeting shall be given to all members in writing or by email at least 14 days in advance. If no annual meeting is held, elections may also take place via electronic ballot.
5.1.2 Special Meetings Special meetings may be held at any time with approval by majority vote of the BOD. A Special Meeting may be called if 25 percent of members petition the BOD. This meeting must be held within 30 days of a BOD officer’s receipt of the petition.
5.1.3 Quorum For the purpose of electing officers and other official business, a quorum consists of a majority of members who have either traveled to attend the meeting or attend electronically. At any member meeting, more than half of the eligible voting members who are in good standing and present in person or electronically at the meeting shall constitute a quorum.
5.1.4 Voting Each eligible voting member shall have one vote. A majority of the votes properly cast by members present shall decide any question, including election to any office, unless otherwise provided by law or these Bylaws. Members may vote in person or via written or electronic ballot as determined by the BOD. The ballots cast in advance will not be publicly announced until all votes are in and counted.
5.2 Board Meetings Board meetings will be held at least once per quarter. Special or emergency board meetings may be scheduled with 24-hour notice by phone or email.
5.2.1 Attendance Directors are expected to attend all meetings to the extent possible. An announcement of regular board meetings shall be sent to all members by email or another commonly agreed-upon method at least three (3) days in advance.
5.2.2 Conflict of Interest Any member of the BOD who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) regarding any matter pending before the BOD, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will recuse himself or herself and will vacate his or her seat and shall refrain from discussion and voting on said item.
5.2.3 Voting
- Quorum Any meeting of the BOD where a majority of the directors is present shall constitute a quorum unless stated otherwise in the Bylaws.
- Action No action can take place without a quorum. Passage of a motion requires a simple majority (one more than half). Any action of the BOD may also be taken without a meeting if voted upon in writing (by post or electronically) by all members entitled to vote on the matter. Such votes shall have the same force and effect as a vote at a meeting and shall be filed with the minutes.
SECTION VI: ELECTIONS
Appointments to the Board of Directors shall be made by the President and approved by the Board.
6.1 Nominating Committee
6.1.1 Candidates In the spring of election years, a nominating committee consisting of the current president and those designated by the board will solicit and assemble a slate of board member candidates. The BOD shall consider only IPNE members in good standing. Then, the association’s membership shall elect the new board members by vote prior to the beginning of a new term of office.
6.2 Voting All members in good standing are eligible to vote. Voting shall proceed as per 5.1.4. Elected board members shall take office on July 1st of each year and shall vote for officers at their first meeting.
SECTION VII: FISCAL POLICIES
7.1 Fiscal Year The fiscal year for IPNE shall begin January 1 and end December 31 of each year.
7.2 Fee/Compensation Structure
7.2.1 Members of the BOD shall serve without compensation. However, the BOD may vote to pay a Board Member on a contractual basis for technical services to IPNE. Out-of-pocket expenses may be reimbursed upon approval by a vote of the BOD or the BOD President.
7.2.2 The BOD shall review and set staff compensation and fees for services of staff and representation at trade shows, fairs, and other events, as well as speaking fees and other ordinary costs. No compensation may be promised by any individual Board member without the BOD’s and or President’s approval.
SECTION VIII: AMENDMENTS
These Bylaws may be amended by a two-thirds (2/3) vote of the eligible members who attend the general meeting (or a special meeting called for that purpose) in person or electronically.
SECTION IX: PERSONAL LIABILITY
The members, directors, and officers of IPNE shall not be personally liable for any debt, liability, or obligation of IPNE. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, IPNE, may look only to the funds and property of IPNE for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree or of any money that may otherwise become due or payable to them from IPNE.
SECTION X: EXPENDITURES
10.1 All IPNE-related expenditures must be approved by the IPNE president or delegate designated by the President prior to any funds being spent. IPNE members can submit receipts for approved expenditures to the IPNE president for reimbursement.
10.2 Pricing for IPNE products, services, or awards must be approved by the President and the BOD. All approvals will be submitted to the board at the next scheduled board meeting.
SECTION XI: DISSOLUTION
11.1 IPNE may be dissolved by a majority plus one of the votes of the BOD. The membership will be informed of such a vote, and if petitioned by at least 25 percent of the members, a membership meeting will be held within two weeks, at which members will vote to uphold or reverse the BOD’s decision.
11.2 In the event of dissolution, after all liabilities and obligations of IPNE have been satisfied and assets held for return have been returned.