BYLAWS OF NEW ENGLAND BOOK ARTISTS, INC.
ARTICLE I
NAME, PURPOSE, CHARACTER, LOCATION, CORPORATE SEAL, FISCAL YEAR
1.01 NAME
The name of the organization is New England Book Artists, Inc. hereafter referred to as “NEBA.”
1.02 PURPOSE
NEBA is a professional organization of book artists and bibliophiles. It celebrates,
promotes, and supports the book arts and its makers, fosters public education, and
nurtures an understanding and enjoyment of the discipline through exhibitions,
workshops, lectures, and related activities.
1.03 CHARACTER
It is anticipated that NEBA will not generate significant profits. All property owned by
the organization, and the net earnings from activities conducted by the organization, or
from the operation of the organization, shall be devoted to scientific, literary, artistic,
and/or educational purposes. No part of such property or net earnings shall be used
for, or devoted to propaganda, or to otherwise attempt to influence legislation, or shall
ever be paid over to any organization, a substantial part of the activities of which is
carrying on propaganda, or to otherwise attempt to influence legislation or shall be
given, distributed or paid to any officer or member of the organization, or used for the
direct benefit of any officer or member of the organization, except in pursuance of any
organizational purposes as defined by 1.02.
1.04 LOCATION
The location of NEBA will be within the Commonwealth of Massachusetts. NEBA records
will be kept by the officers at their private residences.
1.05 CORPORATE SEAL
The Executive Board (“the Board”) of NEBA may adopt and alter the Seal of NEBA.
1.06 FISCAL YEAR
The fiscal year of NEBA shall begin on January 1 and end on December 31 of each year
unless otherwise decided by the Board of NEBA.
ARTICLE 2
MEMBERSHIP
2.01 MEMBERS
There shall be four classes of membership:
a) Artist/Associate Member. Artist/Associate Members shall be professional
artists with a significant and ongoing involvement in book arts. Associate Members shall
be anyone with a love of book arts and related interests regardless of being a maker.
b) Student Member. Student Members shall be current BFA/MFA candidates at
accredited institutions, with student ID and graduates of BFA/MFA programs in the
past 5 years, with proof of graduation.
c) Emeritus Member. Emeritus Members shall be members whose participation
has been vital and exemplary to membership and warrants distinction.
d) Honorary Member. Honorary Members shall be members whose character
and extent of service to the organization or contribution to the advancement of book
arts has been significant and warrants distinction.
2.02 Election of Members
There shall be no distinction for race, gender identification, sexual orientation, national
origin, ethnicity, or age in the election of members.
a) Artist/Associate Member. A candidate for Artist membership shall submit an
application that consists of: 3 images of work and a headshot, files given at 4×6 inches
at 300 dpi resolution, a signed and dated NEBA Waiver Form, the Artist’s Biography (300
word maximum), the Artist’s Statement (300 word maximum) pertaining to book arts,
and his/her/their contact information with full name, address, email, and website/other
links. A candidate for Associate membership shall submit the same application as the
Artist Member with the option of choosing to omit the images of work and Artist’s
Statement if not applicable to the candidate’s profession. The Membership Coordinator
shall receive the application and review it for completeness. Election of new artist
members will occur at least 2 times per year. Candidates for membership shall be
notified in writing within 2 weeks of the decision.
b) Student Member. A candidate for Student membership shall submit an
application with proof of current enrollment by including a copy of his/her/their Student
I.D. or proof of recent graduation including a copy of his/her/their diploma. The
candidate shall submit an application that consists of: 3 images of work and a headshot,
files given at 4×6 inches at 300 dpi resolution, a signed and dated NEBA Waiver Form,
the Artist’s Biography (300 word maximum), the Artist’s Statement (300 word
maximum) pertaining to book arts, and his/her/their contact information with full name,
address, email, and website/other links. The Membership Coordinator shall receive the
application and review it for completeness. Election of new Student members will occur
at least 2 times per year. Candidates for membership shall be notified in writing within 2
weeks of the decision.
c) Emeritus Member. Any NEBA Board Member may nominate another member
for this honor. The Board shall make the final decision based upon the Membership
Coordinator’s recommendations. All Emeritus Members shall submit a signed and dated
NEBA Waiver Form.
d) Honorary Member. Any NEBA Member may nominate another member for
this honor. The Board shall make the final decision based upon the Membership
Coordinator’s recommendations. All Honorary Members shall submit a signed and dated
NEBA Waiver Form.
Any Member may be removed for cause by the affirmative vote of at least 2/3 of the
members of the Board. In the event of a Member’s removal by the Board, notification
will be sent to the Member within 2 weeks of the decision.
2.03 POWERS AND RIGHTS
a) Artist/Associate/Student Member. Artist/Associate/Student Members are
entitled to receive the newsletter, all relevant mailings, notice of the Annual Meeting of
NEBA, and may attend this meeting. Artist/Associate/Student Members may vote at
Annual Meetings as long as their dues are current. Artist/Associate/Student Members
may vote for the members of the Board from a slate prepared by the Nominating
Committee. Further, Artist/Associate/Student Members may submit written
nominations for Board vacancies 1 month prior to the Annual Meeting.
Artist/Student Members have the privilege of exhibiting at least one artist’s book in an
exhibition organized for the benefit of the Members. Artist/Student Members may
submit artist’s books to all juried exhibitions.
b) Emeritus/ Honorary Member. Emeritus/Honorary Members are entitled to
receive the newsletter, all relevant mailings, notice of the Annual Meeting of NEBA, and
may attend this meeting.
2.04 DUES
Dues shall be payable at the beginning of each fiscal year.
a) Artist/Associate/Student Member. The dues will be reviewed and set by the Board annually.
b) Emeritus Member. Emeritus Members shall pay no dues.
c) Honorary Member. Honorary Members shall pay no dues.
Non-payment of dues will result in loss of membership status. Members will be notified in writing before their membership status is revoked. After 2 years of non-membership status, previous members must reapply.
2.05 GENERAL MEMBERSHIP ANNUAL MEETING
The Annual Meeting of NEBA shall be held between the third week of April and the second week of May. Notice for the meeting must be sent to Members 1 month prior of
said meeting. Notice by email, using the email address supplied by each member shall be sufficient to comply with the notice requirement. Eight members, at least 1 of whom shall not be a current member of the Board, shall constitute a Quorum at the Annual Meeting of NEBA.
2.06 GENERAL MEMBERSHIP SPECIAL MEETINGS
Special meetings may be called by a majority of the Board. Reasonable and sufficient notice of the time and place of special meetings of the Members shall be given to the
Members. Notice by email, using the email address supplied by each member shall be sufficient to comply with the notice requirement.
2.07 EXECUTIVE BOARD MEETINGS
Any Artist/Associate/Student Member may attend the Board Meetings and express opinions on any issue. No notice shall be required for the regular meetings of the Board.
Reasonable and sufficient notice shall be given in case of change in schedule or location of these meetings. At least 50% of the current Board Members must be present at a meeting to constitute a Quorum for the transaction of business, and the act of the majority of those present shall be the act of the Board.
2.08 GENERAL MEMBERSHIP VOTING
Each voting Member shall have one vote. The majority of those present provided there is sufficient number of members to constitute a quorum and shall decide any question,
including election of the Board, unless provided by law, the articles of organization, or these Bylaws. Voting by email is allowed.
ARTICLE 3
EXECUTIVE BOARD
3.01 EXECUTIVE BOARD NUMBER AND TERMS
There shall be no fewer than 3-7 members of the Board. Board Members shall be elected in a staggered pattern for a three-year term. There are no term limits. The Board
shall consist of the Officers and the Membership Coordinator.
3.02 EXECUTIVE BOARD ELECTION
The ballots shall contain the names of all nominated candidates who have agreed in writing to the nomination. The ballot shall declare the number of Board positions
available. Artist/Associate/Student Members shall have one vote for each position available. Those candidates who receive the most votes shall fill the Board vacancies.
3.03 EXECUTIVE BOARD POWERS AND RIGHTS
In compliance with these Bylaws and the Articles of Incorporation, the Board shall manage the property and affairs of NEBA. The Board shall appoint such officers, agents,
or other delegates from time to time as the Board may deem appropriate and may also establish committees (Standing or Ad hoc) with authority to act in areas of concern to
NEBA; and generally shall act on behalf of NEBA in all matters subject to the provisions of the Bylaws.
3.04 EXECUTIVE BOARD INITIATION
Each new Board Member upon election will receive either in person, by mail, or by electronic means a binder or the digital equivalent thereof, containing the Bylaws of the Association, the Articles of Organization, and Board Members’ contact information. The Vice President shall initiate the new Board Member in person, by telephone, or by any other means acceptable to the Board.
3.05 EXECUTIVE BOARD SUSPENSION OR REMOVAL
A Board Member may be suspended or removed with cause by vote of the Majority of the Board. A Board Member may be removed with cause only after reasonable notice and opportunity to be heard; provided, however, that 3 successive absences from meetings of the Board, without an explanation to an officer of the Association in
advance of any such meeting, shall be deemed to be cause for removal, for which notice and opportunity for a hearing shall not be required. Written requests for Leave of
Absence may be submitted to the Board for review and determination.
3.06 EXECUTIVE BOARD RESIGNATION
A Board member may resign by delivering his/hers/their written resignation to the President of the organization. Such resignation shall be effective upon receipt (unless
specified effective at some other time) and acceptance thereof shall not be necessary to make it effective unless it so states.
3.07 EXECUTIVE BOARD VACANCIES
Any mid-term vacancy on the Board may be filled with a successor elected at any time by the remainder of the Board. This position shall only be in effect until the next Annual Meeting, at which time the vacancy shall be filled by the standard election procedures.
3.08 EXECUTIVE BOARD MEETINGS
The Board shall hold a minimum of 4 regular meetings, with recess during June, July and August.
ARTICLE 4
OFFICERS AND MEMBERSHIP COORDINATOR
OF THE EXECUTIVE BOARD
4.01 OFFICER NUMBER AND QUALIFICATION
The officers of NEBA shall include, but are not limited to, President, Vice President,Treasurer, and Secretary. Officers shall be current members of the Board.
4.02 OFFICER AND MEMBERSHIP COORDINATOR ELECTION
The Artist/Associate/Student Members shall elect the Officers and the Membership
Coordinator at the Annual Meeting. The vote shall be a simple majority vote of the
Artist/Associate/Student Members present.
4.03 OFFICER TERM
The President, Vice President, Treasurer, Secretary, and Membership Coordinator shall
be elected every 3 years, unless a shorter period shall have been specified by the terms
of his/hers/their election or appointment, or in each case until he/she/they dies,
resigns, or is removed. Each agent shall retain his/hers/their authority until terminated
by the Board.
4.04 PRESIDENT
The President shall be the chief executive officer of NEBA. The president shall preside over all meetings of NEBA and of the Board. At the Annual Meeting, the President shall read a report covering organization activities, its present condition, and its needs since the last regular Annual Meeting. The President shall have the determining vote in the event of an equal division of votes cast in any balloting held at any meeting of the organization or of the Board. The President duties and authority as Chief Executive Officer of NEBA may be granted or limited by a majority of the Board.The President is the official representative of NEBA to other groups and attends meetings, or designates another Board Member to attend in his/hers/their place. The President shall be responsible for the maintaining of files of documents and correspondence generated by NEBA or sent by or to NEBA that involve NEBA business. The order of business at any regular or special meeting of the members or the Board shall be:
a) Reading and approval of any unapproved minutes.
b) Reports of officers and committees.
c) Unfinished business.
d) New business.
e) Adjournment.
On questions of parliamentary procedure not covered in these Bylaws, a ruling by the President shall prevail.
4.05 VICE-PRESIDENT
The Vice President shall have such duties and powers as the Board Members shall determine. The Vice President shall consult with the President on effectuating the roles
of the organization. The Vice President shall be responsible for presenting and reviewing the NEBA binder containing the Bylaws of NEBA, the Articles of Organization, and Board Members’ contact information, meeting minutes, and other relevant information with new Board members, and shall consult with the President for discharging the duties. The Vice President shall assist the President and may execute all the powers and duties of the President during the absence of the President or in the event of his/hers/their inability to act. The Vice President would fill in any uncompleted term of the President.
4.06 TREASURER
The Treasurer shall have charge of the financial affairs of NEBA. The Treasurer shall collect all monies due to the organization and shall deposit them in the name of the
organization in such bank or banks as may be designated by the Executive Board. The Treasurer shall sign checks drawn on bank accounts of the organization, but shall
disburse the funds of the organization only as he/she/they is authorized to do so by the Board. The Treasurer shall collect the annual dues from the Membership Coordinator for Artist/Associate/Student Members. He/she/they shall carry on all correspondence for the organization relating to financial matters and shall work with the Publications Committee Chair in matters that pertain to the purchase or sale of artist’s books or other publications sold by or through the organization. At the Annual Meeting, he/she/they shall present a statement of the financial condition of the organization, and at any time upon reasonable notice he/she/they shall present a detailed financial statement to the Executive Board and shall open the books for their inspection. The Treasurer shall prepare and submit proposed budgets as well as yearly operating statements to the Members at the Annual Meeting. The Board shall have final authority over all budget decisions. The Treasurer must file all appropriate tax returns and any other filings each year to maintain the organization’s non-profit status. The Treasurer will supply the President copies of all such forms and budgets for inclusion in NEBA files. The Treasurer will conduct the Executive Board or Annual meetings in the absence of the President and the Vice President.
4.07 SECRETARY
The Secretary shall have responsibility for all official NEAB correspondence that directly affects the governance or legal operation of the organization. He/she/they shall keep minutes of all meetings of the Board and of the Members; shall attend all meetings of the Board; shall report unfinished business requiring action from prior meetings; shall supervise correspondence of NEBA; and shall give, or cause to be given, notice of all meetings of the Board. Such records shall be open at all reasonable times to the inspection by any Artist/Associate/Student Member. Such records shall include the Articles of the Association, these Bylaws, and names, addresses, email addresses, and telephone numbers of the Board Members, records of all meetings, written records of Board votes, and attendance sheets with the exception of records relating to a Member or Board Member’s removal.
4.08 OFFICER SUSPENSION OR REMOVAL
An officer may be suspended or removed with cause by vote of a majority of the Board then in office at any special meeting called for such purpose or at any regular meeting. An officer may be removed with cause only after reasonable notice and opportunity to be heard.
4.9 OFFICER RESIGNATION
An officer may resign by delivering his/hers/their written resignation to the President of the organization. Such resignation shall be effective upon receipt (unless specified effective at some other time) unless it is so stated in the Bylaws.
4.10 OFFICER VACANCIES
If the office of any officer becomes vacant except for the President, the Board may elect a successor. The President is replaced as outlined in Section 4.05 of these Bylaws. Each such successor shall hold office for the unexpired term until his/hers/their successor is elected or until he/she/they dies, resigns, or is removed.
ARTICLE 5
MEMBERSHIP COORDINATOR
5.01 MEMBERSHIP COORDINATOR
The Membership Coordinator is responsible for notifying all members about new membership and any reclassification of members. The Membership Coordinator is
responsible for all mailings to the members, and for maintaining current membership
files. The Membership Coordinator shall collect and organize the annual dues and hand over documents and monies to the Treasurer. Further, the Membership Coordinator keeps all records of the members current. The Membership Coordinator shall provide a current list of members one month prior to the Annual Meeting.
5.02 MEMBERSHIP COORDINATOR – ADDITIONAL RESPONSIBILITIES
The Membership Coordinator is responsible for:
a) Creating a ballot for the general election of the Board at the appropriate
Board Meetings.
b) Supervising the elections and counting the ballots.
ARTICLE 6
COMMITTEES
6.01 PUBLICATIONS COMMITTEE
The Publications Committee shall be responsible for the design and execution of all
NEBA publications. These publications may include but are not limited to:
a) Newsletters
b) Exhibition Notices to include calls for entry, application forms, press, releases,
and catalogues.
c) Electronic publications including a website and social media.
6.02 EXHIBITION COMMITTEE
The Exhibition Committee shall be responsible for organizing all NEBA exhibitions and
other activities as mutually decided between the Exhibition Committee and the Board.
The Exhibition Committee will be curating exhibits, and its decisions will be final.
ARTICLE 7
CONFLICT OF INTEREST
7.01 CONFLICT OF INTEREST
Any possible financial conflict of interest on the part of any member of the Board, officer or employee of the organization, shall be disclosed in writing to the Board and made a matter of record through an annual procedure and also when the interest involves a specific issue before the Board. Where the transaction involving a board member or trustee exceeds five hundred dollars ($500) but is less than five thousand dollars ($5,000) in a fiscal year, a 2/3 vote of the disinterested directors is required. Where the transaction involved exceeds five thousand dollars ($5,000) in a fiscal year, then a 2/3 vote of the disinterested directors and notice to the membership is required. The minutes of the meeting shall reflect that a disclosure was made, any abstention from voting, and the actual vote itself. The Board will comply with all requirements of Massachusetts law in this area and the Massachusetts requirements are incorporated into and made a part of this policy statement.
ARTICLE 8
EXECUTION OF PAPERS
8.01 AUTHORIZATION
All deeds, leases, transfers, contracts, agreements, bonds, notes, drafts and other obligations made, accepted or endorsed by NEBA shall be signed by the President and
the Treasurer. All Members shall submit a signed and dated NEBA Waiver Form. All non-members participating in any NEBA activity shall submit a signed and dated Non-
Member NEBA Waiver Form.
ARTICLE 9
PERSONAL LIABILITY
9.01 PERSONAL LIABILITY
The members, Board, and officers of NEBA shall not be personally liable for any debt, liability, or obligation of NEBA. All persons, associations of other entities extending credit to, contraction with, or having any claim against, NEBA, may look only to the funds and property of NEBA for the payment of any debt, damages, judgment or decree, or any money that may otherwise become due or payable to them from the organization.
ARTICLE 10
AMENDMENT OF BYLAWS
10.01 AMENDMENT OF BYLAWS
Unless otherwise provided by law, and except as hereinafter provided, the organization may at any Annual Meeting, by a vote taken by ballot of a majority of the active
members present and entitled to vote, amend or repeal these Bylaws or any part thereof, provided that no proposal for such amendment or repeal shall be acted upon unless the text of the amendment or the proposal for repeal has been given in the notice of the meeting. Suitable opportunity shall be given by the Secretary to all active members to vote by mail on all proposed changes in this constitution and Bylaws. No amendment to or change in Article I, Section 3 of these Bylaws shall be made. Any such attempted amendment or change shall be invalid and of no effect.
10.02 REVIEW OF BYLAWS
The Board shall review the Bylaws every 5 years, during the years ending in 0 and 5.
KNOW ALL PERSONS BY THESE PRESENT: That the undersigned Secretary of the organization identified in the foregoing Bylaws does hereby certify that the
foregoing Bylaws were duly adopted by the Board of said organization, as Bylaws of said organization, at a duly called and constituted meeting of the members, and that they do now constitute the Bylaws of said organization.
April 24, 2020