ARTICLE I Name

The name of this voluntary, non-profit organization shall be the Pacific Northwest Booksellers Association.

ARTICLE II Purpose

The purpose of the Pacific Northwest Booksellers Association shall be to promote good and just business practices, to preserve First Amendment rights, to provide public access to the widest range of information and ideas, and to identify and promote booksellers as a community resource providing personal service.

ARTICLE III Members

Section 1 (Regular) Any business directly engaged in selling, marketing or distributing books at retail or wholesale including publishers' representatives, in Washington, Oregon, Idaho, Montana, British Columbia and Alaska is eligible for regular voting membership and the full services and publications of the Association. Each regular member is entitled to one (1) vote; firms with more than one (1) retail or wholesale outlet shall be entitled to one (1) voting membership only; however, services and publications of the Association will be made available to each of their outlets paying regular membership dues. The Executive Director shall determine the eligibility of applicants according to these criteria on a day-to-day basis. The Board of Directors shall have final responsibility for determination if membership is contested.

Section 2 (Associate) Any individual engaged in related activities, such as prospective bookseller, author, book reviewer, librarian, manufacturer and distributor of other merchandise and services commonly used by members, is eligible for Associate Membership. Such members shall not be entitled to elective office or to vote. The Executive Director shall determine the eligibility of applicants. The Board of Directors shall have final responsibility for determination if membership is contested.

Section 3 (Honorary) The members of the Association may elect any person to Honorary Membership who performs outstanding service to the Association. Such members shall not be entitled to hold elective office or to vote. Automatic Honorary Membership will be issued to any member reaching age sixty-five (65) who wishes to retire from Active Membership. The Executive Director shall determine the eligibility of applicants. The Board of Directors shall have final responsibility for determination of membership.

Section 4 (Termination) Membership shall be terminated upon death, resignation, or non-payment of dues. A member may be terminated by a two-thirds (2/3) vote of the membership, at any regular or special meeting, for cause, such as violation of any of the Bylaws or Rules of the Association, or for conduct the Board of Directors deems inimical to the best interests of the Association. The member sought to be removed must be given written notice by registered or certified mail at least thirty (30) days in advance of the meeting at which the removal is to be considered, stating the time and place of the meeting and the grounds for removal. The member whose removal is sought may file a written response not later than ten (10) days before the meeting and if, a response has been filed promptly, shall be given the opportunity to present evidence and argument in response to the charges at the meeting.

Section 5 (Benefits) Associate and Honorary members shall be entitled to receive certain publications and services of the Association, as determined by the Board of Directors and which are not inconsistent with applicable laws.

Annual dues are payable on the first day of January of each calendar year.
Dues categories:
1) Retail and Wholesale Book operations and Publishers' Representatives
2) Associate Members

The precise amount of dues for each category shall be determined by the Board of Directors and approved by the majority vote of the members present at a meeting called for that purpose.

Section 1 (Meetings) Regular meetings of the Association shall be held not less than once a year with that one (1) meeting to be held in conjunction with the Fall Trade Show.

Special meetings may be called by the President when deemed necessary. At the request of five (5) members in good standing, the President shall call a special meeting. All regular and special meetings of the Association shall require written notice to all members not less than thirty (30) days prior to the meeting. Meeting notices for special meetings shall set forth the subject(s) to be discussed and acted upon and no other business shall be transacted without fifty-one (51) percent approval vote of the members present.

Section 2 (Quorum) At any regular or special meeting of the Association, a quorum shall consist of fifty-one (51) percent of the members in good standing present, or a minimum of ten (10) members.

Section 3 (Procedure) The meetings and proceedings of the Association shall be regulated and controlled by parliamentary procedure according to Robert's Rules of Order-Revised.

Section 4 (Voting) Each voting membership as defined in Article III Section 1 in good standing shall be entitled to one (1) vote at all regular and special meetings of the Association. All voting shall be by hand unless the presiding officer or a majority of the regular voting members present request a secret written ballot or use of a voting card.

Section 1 The Board of Directors shall consist of eight (8) Directors, namely, the three (3) officers of the Association and five (5) regular board members. The Board shall represent the diversity of the Association including, but not limited to, geography, profession, size and type of store, and other relevant factors.

Section 2 (Responsibility) The Board shall have control of the management and business of the Association. The Executive Director shall have the authority to handle all matters requiring immediate action between meetings of the entire Board, reporting all such actions to the Board at the next regular Board meeting. The President of the Association will also serve as Chairman of the Board of Directors.

Section 3 (Terms) Each new member of the Board shall be elected for a two (2) year term, and each will be eligible to serve no more than two (2) consecutive terms. A board member who has served two (2) consecutive terms (four [4] years total), may be eligible to serve again on the Board only after an absence of at least one (1) year. Each year at least two (2) new directors will be elected to the board and two (2) current board directors will be eligible for re-election or replacement.

Section 4 (Meeting and Voting) Regular meetings of the Board of Directors shall be held as directed by the President. Special meetings of the Board may be called by the President when deemed necessary. At the request of three (3) or more members of the Board, the President shall call a special meeting. Regular and special meetings of the Board shall require written notice to all board members of not less than three (3) days prior to the date of the meeting. Meeting notices for special meetings shall set forth the subject to be discussed and acted upon and no other business shall be transacted without a majority vote of the Board members present. Each member of the Board shall be entitled to one (1) vote at all meetings. A Board member in good standing may assign a written proxy to another Board member. Not more than two (2) proxy votes by any one (1) member may be assigned in any calendar year. Any member of the Board who has been absent from two (2) consecutive regular board meetings shall not be a Board member in good standing. This provision may be waived by a two-thirds (2/3) vote of the Board.

Rules and regulations covering procedures of the Board of Directors shall be set forth by the Board. A quorum shall consist of five (5) Board members. The Board shall submit a written report of its action at each meeting to the Association.

Section 5 (Compensation) No Board Member shall receive a salary for the duties of the office. Board members may receive mileage and per diem for travel to regular and special Board meetings. Per diem shall be determined by the Board. The Executive Director shall have the right to employ such other persons when deemed necessary in the conduct of the Association's business. Directors and committee members shall be reimbursed for expenses incurred on behalf of the Association at the discretion of the Executive Director.

Section 6 (Vacancies) Vacancies on the Board shall be filled for the remainder of the term by a majority vote of the Board.

Section 1 The officers shall consist of a President, Vice-president, and Secretary/Treasurer.

Section 2 All officers shall be appointed by the current Board of Directors at the board meeting immediately following the annual election of Board Directors. Officers should, where possible, have already served one (1) year on the board.

Section 3 The officers shall perform such duties as are ordinarily and customarily incumbent upon their positions as well as such other duties as may from time to time be determined by the Board of Directors. Checks and drafts may be signed by the Executive Director or the Bookkeeper, or such other persons as the Board shall designate.

Section 4 (President) The President shall preside at all meetings of the Association and shall exercise the rights, privileges and powers of said office. The President shall direct the appointment of all committees with the approval of the Board of Directors. The President shall serve for a term of one (1) year and may be reelected, but in no event may serve for more than two (2) consecutive years. In the event the President resigns or is unable to perform the duties of the office, the Vice President shall succeed to the office and shall exercise all powers of said office for the remaining portion of the term.

Section 5 (Vice President) The Vice President shall assist the President in the performance of the duties and shall fill that office during the President's absence. The Vice President shall serve for a term of one (1) year and may be re-elected, but in no event may serve for more than two (2) consecutive years. In the event the Vice President resigns or is unable to perform the duties of the office a successor shall be appointed by the Board of Directors for the remaining portion of the term.

Section 6 (Secretary/Treasurer) The Secretary/Treasurer shall have oversight of the maintenance of minutes of all meetings.) The Secretary/Treasurer shall have full and complete responsibilities for the oversight of all Association funds. The Secretary/Treasurer shall render a complete financial report at all board meetings. The Secretary/Treasurer's records shall be reviewed annually by an independent, licensed accountant. The Secretary/Treasurer shall serve for a term of one (1) year and may be re-elected, but may not serve for more than two (2) consecutive terms.

Section 7 (Removal from Office) Any member of the Board of Directors or Officer of the Association may be removed from office for cause by a two-thirds (2/3) vote of the membership at a meeting of the Association. Grounds for removal for cause shall be violation of any of the Bylaws or Rules of the Association or for conduct the membership or Board deem inimical to the best interests of the Association. The person sought to be removed must be given written notice by registered or certified mail at least thirty (30) days in advance of the meeting at which removal is to be considered, stating time and place of the meeting and the grounds for removal and shall be given the opportunity to present evidence and argument in response to the charges at the meeting. Any Director or Officer who has been absent from three (3) of four (4) regular Board meetings shall be automatically removed from their position. This provision may be waived by a two-thirds (2/3) vote of the membership at a meeting of the Association.

Section 1 (Nominations) The President shall appoint a nominating committee of three (3) members in good standing, and including the Past President. The nominating committee shall actively solicit nominations from the membership. Nominees shall be Association members in good standing who have demonstrated and expressed a willingness to serve. The Past President shall prepare a slate of nominees willing to serve and submit this slate to the Board at the January Board meeting. The Board, at the meeting, may substitute or add names by a majority vote. Candidates may be placed on the ballot by petition of at least five (5) members of the Association. Petitions must be submitted to the PNBA office at least two (2) weeks prior to the distribution of the ballot to the membership.

Section 2 (Election) A ballot shall be transmitted to all members in good standing, listing names of nominees and the respective offices for which they have been nominated. The ballot shall have blank spaces for the writing in of additional names. Members shall be allowed fifteen (15) days to return their ballots. Election results may be challenged by any five (5) members of the Association and cause a recount of the ballots. Officers and Directors shall serve from April 1 of each year to March 31 of the following year, unless replaced as provided herein. Election of Directors shall be complete no less than fifteen (15) days before April 1 of each year.

The bylaws may be revised, amended or repealed by a two-thirds (2/3) vote of the members attending a regular or special meeting(s) of the Association or a two-thirds (2/3) ballot vote, providing such revision, amendment or repeal was set forth in detail in the ballot or notice of the call of the meeting.

These bylaws shall become effective as of the date of adoption. All members of the Board of Directors and Officers of the Association shall continue to hold office until the next regular election as set forth in this instrument.

In the event of the dissolution of the Association, the net assets shall be distributed to one (1) or more non-profit organizations that meet the provisions of the IRS Code Section 501C(3) or 501C(6) to be designated by the Board of Directors.

The immediate Past President shall sit as an honorary member of the Board of Directors and shall only vote in the event of a tie.

An Executive Director shall be hired with the approval of the Board of Directors. Terms and conditions of his or her employment shall be determined by the Board, with an annual review. Duties of the Executive Director are as set out in the Association's Governance Policies (see addendum) and may be amended at the discretion of the Board.

The corporation shall indemnify to the extent allowed by the corporation statutes of this state any person who was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was an executive coordinator, board member, employee or agent of the corporation or served any other enterprise at the request of the corporation. The person to be indemnified must have acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the corporation or its members and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful.