ARTICLE I — NAME, PURPOSE
The name of the organization shall be the Upper Peninsula Publishers and Authors Association (UPPAA).
The Upper Peninsula Publishers and Authors Association was formed to support and encourage networking and idea exchange among Upper Peninsula, and surrounding area, publishers and authors, and to promote books published and/or authored by UPPAA members.
ARTICLE II- MEMBERSHIP
Membership shall be open to any person or publishing company that supports the purpose statement in Article I and continuing membership is contingent upon being up-to-date on membership dues.
Membership dues shall be in the amount arid kind set by the Board of Directors from time to time and must be paid annually.
ARTICLE III MEETINGS OF MEMBERS
Annual Meeting — The date of the regular annual meeting shall be set by the Board of Directors as to time and place.
Other Meetings — Other meetings may be called by the President, a simple majority of the Board of Directors, or voted upon by the general membership at the annual meeting. Notice. Notice of each meeting shall be given to each member by e-mail or by land mail, not less than fourteen (14) days before the meeting.
ARTICLE IV – OFFICER ELECTIONS
Elections — The Members shall elect a slate of officers who shall constitute the Board of Directors. Officers shall be elected by the general membership at the annual meeting each year. All Officers shall serve two-year terms and are eligible for re-election. A simple majority of members present at the meeting shall carry each vote.
The following offices shall be filled:
- The President shall schedule Board of Directors meetings, provide leadership for the Organization and preside over all meetings of the Organization. The President may appoint temporary Chair-persons as needed.
- The Vice-President shall preside over meetings in the absence of the President and in case of resignation, removal or other reason the President cannot continue in office, shall become President.
- The Secretary shall be responsible for keeping records of Board actions, and taking minutes at all meetings and distributing copies of minutes to each Board Member and assuring that Corporate records are maintained.
- The Treasurer shall collect and deposit dues and fees and maintain all monies of the organization in a checking account, shall disburse funds as approved by the Board of Directors, and make complete financial information available to the Board and membership as requested
- The Membership Secretary shall maintain membership records as to name, address, e-mail, etc. and publish a list of members for the Board of Directors and as requested by other members.
ARTICLE V — BOARD OF DIRECTORS
Board Role, Size, Composition — The Board of Directors shall be responsible for overall policy and direction of the Organization. The Board shall be composed of the Officers of the Organization and the Immediate Past-President and one discretional chair appointed by the President. In the event the Immediate Past-President does not wish to or is unable to serve, the President shall appoint two discretionary chairs~ All Board Members shall have
The Board receives no compensation other than waiver of membership dues. Meetings — The Board of directors shall meet at least once a year and from time to time as the President sees need. Notice of each meeting shall be given by e-mail, telephone, or land mail at least 7 days before the meeting date. Meeting shall be held at a time and place to be determined by the President.
Quorum — A Quorum shall consist of at least 4 of the Board members before business can be transacted or motions made or passed. All motions require a simple majority of those present to pass.
Resignations, Termination, and Absences — Resignation from the Board must be in writing and received by the Secretary. A Board member may be removed for -excessive absences and for other just causes by a majority vote of the remaining board. Temporary vacancies may be filled by appointment by the President with the approval of the remaining board until the next regularly scheduled election.
Committees — The Board may create committees as needed, such as publicity, meeting planning, etc., and appoint Chair Persons. Such Chair-Persons do not constitute voting members of the Board of Directors.
ARTICLE VI — AMENDMENTS
These Bylaws may be amended as necessary by a two-thirds vote of the membership.
- Proposed Amendments must be in writing and submitted to the Secretary.
- The Proposed amendment(s) shall be submitted to the membership along with notice of annual meeting.
- All amendments shall be voted on at the annual meeting. Voting shall by written ballot in person or by mail.
- Adoption of an amendment shall require a 2/3 majority of votes received.