NORTHERN CALIFORNIA PUBLISHERS & AUTHORS
AN UNINCORPORATED NONPROFIT ASSOCIATION
ARTICLE 1 - THE ASSOCIATION
Section 1.1 - Name
This Association shall be known as Northern California Publishers & Authors, hereinafter referred to as NCPA.
Section 1.2 - Business Entity
NCPA is a Mutual Benefit Unincorporated Nonprofit Association, as defined in the California Corporations Code.
Section 1.3 - Address
The mailing address of NCPA is P.O. Box 214673, Sacramento, California, 95821, and may from time to time be modified by the Board of Directors.
ARTICLE II - PURPOSE
The purpose of NCPA is to foster, encourage, and educate authors, publishers, and those interested in becoming publishers and authors.
ARTICLE III - MEMBERSHIP
Section 3.1 - Eligibility
Membership in NCPA shall be open to any publisher or author residing in Northern California at the time of application. Persons not living in Northern California may be allowed membership at the Board's discretion. Persons not directly involved in the business of book publishing, nor working toward eventual publication, may join as associate members. The Board may establish requirements for associate membership from time to time. Membership in NCPA is non-transferable.
Section 3.2 - Dues and Obligations of Members
The Board of Directors may establish dues, obligations and privileges for members.
Section 3.3 - Termination/Reinstatement of Membership
The Board of Directors may, by two-thirds (2/3) vote, terminate or withhold membership with or without cause. The Board shall notify a member of its intent to terminate by sending a written notice of such intent to the last known address of the member at least thirty (30) days prior to termination. The member may respond in writing within two weeks of that notice. The Board shall consider any such response. Unless the Board rescinds its decision by a two-thirds (2/3) majority prior to the termination date described
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in the notification to member, termination of membership will automatically occur on the date and time specified in notification letter. Membership may be reinstated by a two-thirds (2/3) vote of the Board of Directors.
ARTICLE IV – VOTING RIGHTS
General membership shall have voting rights only for the purposes of electing officers and in the event of a proposed dissolution of the Association. All other voting rights shall be limited to members of the Board of Directors, and each director present shall have one vote. Voting by proxy shall not be allowed.
ARTICLE V – NOMINATIONS AND ELECTIONS OF OFFICERS
Section 5.1 – Nominations
Any member may submit names of NCP A members in good standing, including self- nominations, for consideration at least thirty (30) days prior to the annual business meeting. Any nominee who accepts the nomination and meets the requirements of the position for which he or she is nominated shall be included in the list of nominees for that position.
Section 5.2 – Elections
Elections shall be conducted each year, via online ballot, at least two weeks prior to the annual meeting. A plurality shall be sufficient for election.
Section 5.3 – Filling Midterm Vacancies
A vacancy in the office of President shall be filled by the Vice-President. Vacancies occurring in other positions shall be filled by appointment of the Executive Committee for the remainder of the term.
ARTICLE VI – OFFICERS
Section 6.1 – Officers
The officers of NCP A shall be: President, Vice-President, Secretary, Treasurer, and Communications Director.
Section 6.2 – Term of Office
Terms of office are for one (1) year, beginning May 1 and ending April 30. No individual
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may occupy more than one (1) officer position simultaneously. Unless this provision is waived by two-thirds (2/3) vote of the Board of Directors in a specific instance, no officer shall serve more than two consecutive years in the same position.
Section 6.3 – Duties of the Officers
The President shall be the chief officer and shall preside at the annual and special meetings of NCPA and at meetings of the Board of Directors. The President shall perform all duties usually pertaining to the office. The President shall submit an annual report to the members of NCP A at the annual business meeting, which shall include an accurate description of the current “state of NCPA” including the group's financial status, membership status, and the status of its activities. The President may assign duties to other officers.
The Vice-President shall assist the President in the exercise of the President’s duties and shall perform the duties of the President when the President is temporarily absent or otherwise unable to do so. The Vice-President shall assist the Treasurer with at least two periodic informal internal audits per year to validate the sufficiency of accounting, banking, and reporting processes, and shall report to the Board accordingly.
The Secretary shall keep records of Board meetings and actions, report these to the membership and the Board as requested by the President, and perform the duties pertaining to that office. The Secretary shall also keep a copy of the membership list.
The Treasurer shall receive, deposit, and disburse all funds of NCPA, and render a full and accurate account of all NCP A monies received and paid out and ensure that sound internal fiscal controls are in operation. The Treasurer shall render a report at each meeting of the Board, including a profit and loss statement and balance sheet. The Board of Directors must approve all contracts prior to execution.
The Communications Director shall attend and assist with all regular member meetings and shall perform other duties at the President’s direction, such as communications with members and the public through telephone, email, and website, as well as participation in one or more standing committees.
ARTICLE VII – EXECUTIVE COMMITTEE
Section 7.1 – Composition
The Executive Committee shall be composed of the officers (President, Vice-President, Secretary, Treasurer, and Communications Director).
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Section 7.2 – Responsibilities
The Executive Committee shall supervise the operation of the association between meetings of the Board of Directors. At regular or special Board meetings, the Executive Committee shall report its activities since the last Board meeting.
Section 7.3 – Meetings
Meetings of the Executive Committee may be called by the President, and shall be called upon the written request of two (2) members of the Committee.
Section 7.4 – Quorum
A majority of the members shall constitute a quorum for all meetings of the Executive Committee.
ARTICLE VIII – BOARD OF DIRECTORS
Section 8.1 – Composition
The Board of Directors shall be composed of the elected officers plus the chairs of the standing committees, plus the immediate past President.
Section 8.2 – Board Meetings
The Board of Directors shall have no less than four (4) meetings annually. Meetings may be called by the President and shall be called upon the written request of at least three (3) directors. Notice of Board meetings may be by mail, telephone, or email. Unless prior notification of intended absence is made to an officer, attendance by all members is expected. Meetings of the Board of Directors shall be open to all NCP A members and invited guests. Every effort shall be made to accommodate members interested in attending, provided adequate notice of intent is given.
Section 8.3 – Quorum
The quorum for all Board meetings shall be five (5) directors, including at least one officer.
Section 8.4 – Powers of the Board
The management of the Association is vested in the Board, which shall exercise all powers of the Association, except those specifically reserved for the Executive Committee.
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Section 8.5 – Responsibilities of the Board
The Board of Directors shall act in the best interests of the association and be responsible for the management and operation of NCPA.
Section 8.6 – Compensation
Directors receive no salary. Board members in positions which require extra work may be given compensation in the form of waived dues or other fees, by a two-thirds (2/3) vote of the Board of Directors.
Section 8.8 – Removal from the Board
Any director may be removed from the Board with or without cause by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting, provided that at least thirty (30) days prior notice of such meeting and intended action has been given to the directors. Any director who fails without notice or cause to attend three (3) consecutive regular meetings of the Board may be relieved of his or her duties by a two-thirds (2/3) vote of the Board at the third consecutive regular meeting.
ARTICLE IX – COMMITTEES
Section 9.1 – Committees
The President shall be an ex-officio member of all committees. Committee chairs shall submit a report to the President after each committee meeting and shall be accountable to the Board of Directors. Committees shall hold meetings as necessary to carry out committee functions and may create sub-committees as necessary. Sub-committees are accountable to their parent committees and to the Board of Directors. Standing committee chairs shall have the title of Director.
Section 9.2 – Standing Committees
The standing committees are Annual Conference, Awards, Membership, Newsletter, and Website. The Executive Committee shall appoint chairs of standing committees and may revise or create additional standing committees as necessary. Officers may serve concurrently as chairs of standing committees. The Executive Committee may, upon motion of an officer and by majority vote, remove chairs of standing committees for cause and may appoint replacements.
Section 9.3 – Ad Hoc Committees The Executive Committee may create ad hoc committees as necessary to deal with temporary issues and shall appoint their Chairs. Ad hoc committee chairs do not serve on the Board of Directors.
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ARTICLE X – MEETINGS
Section 10.1 – Annual Meeting
Once each year, NCPA shall have a general business meeting of the membership at a time and place determined by the Board of Directors. The agenda shall be prepared by the President. Members may suggest agenda items prior to this meeting, but the President shall not be required to include them unless given a petition of request signed by at least ten (10) members at least ten (10) days prior to the meeting. The purpose of the meeting shall be:
• to install officers
• to receive reports of officers and other directors
• to consider such other business as may come before the meeting
• to present awards and recognize individual members
• to adopt resolutions that guide the Board in its administration
Other business may be introduced from the floor at the President's discretion.
Section 10.2 – Special Meetings
Special meetings may be called by the President or by the request of at least three (3) directors.
Section 10.3 – Notice of Meetings
Notice of the annual business meeting shall be placed in the NCPA newsletter and email list at least thirty (30) days before the annual business meeting. Notification of any special meeting must be sent to the email list at least six (6) days in advance. Such notice shall include all items requiring previous notice as established by these bylaws.
Section 10.4 – Monthly Meetings
Monthly meetings of members shall be held at place and time and on date selected by the Board of Directors and announced to members. Monthly meetings shall be open to non-member visitors.
ARTICLE XI – FISCAL YEAR
The fiscal year of NCP A shall be January 1 through December 31 inclusive.
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ARTICLE XII – AMENDMENTS
Section 12.1 – Amendments
These bylaws may be amended at any regular or special meeting of the Board of Directors of the Association by a two-thirds (2/3) vote of the members present, if a written copy of the proposed amendment is sent to all Board members at least thirty (30) days prior to such meeting or by four-fifths (4/5) of directors present, if no previous notice is given.
Section 12.2 – Revision
The Board of Directors may order and prepare a revised set of bylaws. The requirements for adoption of revised bylaws shall be the same as for an amendment. Any director may submit a proposed amendment to the Board.
ARTICLE XIII – DISSOLUTION OF THE ASSOCIATION
This association may be dissolved by a majority vote of the members in attendance at a special meeting of the membership. Written notice of such meeting shall be mailed to the membership at least thirty (30) days prior to the meeting.
In the event of the dissolution or final liquidation of the association, all liabilities and obligations of the association shall first be paid, satisfied and discharged, or adequate provision made therefore; all remaining property and assets of the association shall be distributed as deemed suitable by the Board of Directors and approved by an independent attorney.
The Board of Directors of NCPA shall establish criteria and provide for the administration of such assets.
Approved by Northern California Publishers & Authors Board of Directors, September 22, 2015
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