Women's National Book Association
National Bylaws
Article I. NAME
Section 1. The name of the corporation shall be the Women’s National Book Association, Inc., hereinafter
referred to as the Corporation.
Section 2. The principal office of the Corporation shall be the address of the president or any other location
designated by the board of directors.
Article II. OBJECTIVES
Section 1. The purposes of the Corporation are educational and charitable.
The Women’s National Book Association, Inc. came into being to inform bookwomen about matters
relevant to themselves and the book world so that these women could inform and help one another.
It continues to fulfill this purpose by 1) bringing together women and men who are active in the world of
books at the national and local (chapter) levels; 2) educating and informing the public about the need to
create, produce, distribute, and use books; 3) responding to requests for information about books and the
allied arts and generating and supporting projects that help to disseminate such information; 4) serving as a
catalyst for all in the book community who wish to work together; and 5) promoting recognition of
women’s achievements in the book industry.
Article III. MEMBERSHIP
Section 1. Active Membership. Active membership in a chapter is open to people who are or have been in,
or who have an interest in, publishing and allied fields. Active members include but are not limited to
writers, illustrators, booksellers, critics, editors, educators, librarians, library workers, literary agents, book
manufacturers, and wholesalers who wish to promote and participate in the objectives of the Corporation.
Active members enjoy all rights and privileges accorded to any member of the Corporation. These include
but are not limited to those listed below. Active members are eligible to vote in all elections of the
Corporation, to hold office, to serve on the board of directors, to serve as chair or member of any
committee, to nominate candidates for national office and awards, and to attend all functions of the
Corporation. Active members receive The Bookwoman.
Section 2. Network Membership. Network membership is open to anyone who
does not live in a city with a WNBA chapter. Network members may elect to affiliate with any WNBA
chapter and are entitled to all rights and privileges
accorded to active chapter members and to any additional benefits extended by that chapter to its members.
Section 3. Sustaining Membership. Sustaining membership is open to firms,
individuals, or organizations that support the goals and activities of the Corporation. Representatives of
sustaining members are eligible to attend all
functions of the Corporation. Sustaining members receive The Bookwoman.
Section 4. Honorary Membership. Honorary membership may be conferred
upon persons who, in the opinion of the board of directors of a chapter, have rendered outstanding service
to the Corporation. Honorary members
must be active members if they wish to hold office, vote, serve on the chapter board of directors, or receive
The Bookwoman. Honorary
members are eligible to attend all functions of the Corporation.
Section 5. Local Sponsoring Membership. Local sponsoring membership is
available to any individual or local organization who desires to make an additional annual contribution to
the chapter. Local sponsoring members have
the full rights and privileges of active members.
Local sponsoring membership may not supplant sustaining membership in the
Corporation.
Section 6. Election to Membership.
A. Active, network, honorary, and local sponsoring membership status shall be
determined by the chapter bylaws in concert with national policy. The national membership year shall be
June 1–May 31.
B. Sustaining members shall send contributions in an amount established by the
board to the treasurer or a designee. The membership year shall be January 1 through December 31.
Bylaws
Article IV. CONTRIBUTIONS
Section 1. The annual national per capita contribution for all membership categories
shall be determined by the board of directors at the annual meeting. Chapter contributions shall be
determined in accordance with the bylaws of
each chapter.
Section 2. Any member in arrears on October 1 following the end of the fiscal
year, May 31, may be dropped from membership. All members in arrears on December 1 shall be dropped
from membership. Members may be reinstated
by paying their contributions before the next May 31.
Section 3. Chapter per capita contributions shall be sent to the treasurer of
the Corporation on or before January 7 for active memberships received from April 1 to December 31, and
on or before April 7 for active memberships
received from January 1 to March 31. A chapter that wishes honorary members to receive The Bookwoman
is responsible for the per capita
payment for these members. At the discretion of the national board, a late fee may be assessed if a chapter
per capita contribution is not paid on time.
Article V. CHAPTERS
Section 1. A chapter of the Corporation may be formed upon appropriate
application to and approval by the board of directors of the Corporation. The president of the Corporation
may give provisional status to a chapter
formed before the annual meeting.
Section 2. Such chapter will be governed by bylaws that are consistent with
the Corporation bylaws.
Section 3. All chapter activities shall comply with the requirements of the
Certificate of Incorporation, the bylaws of the Corporation, and Section 501(c)(3) of the U.S. Tax Code.
Section 4. The Corporation may provide each new chapter with a loan for
initial expenses. The loan must be requested in writing by the acting chapter president to the president of
the Corporation. The amount will be
determined by the executive committee. This loan will be repaid to the Corporation at such time as the
chapter has sufficient funds for this purpose
or as otherwise determined by the board of directors.
Section 5. All chapters shall have the same fiscal year as the Corporation,
June 1–May 31.
Section 6. Any chapter that dissolves, disbands, or otherwise disassociates
itself from the Corporation must forward to the treasurer all financial records and all assets accrued in the
name of the Women’s National Book
Association, Inc. The Corporation is not liable for debts or other responsibilities of the chapters or chapter
penalties incurred by not filing required
forms or otherwise failing to comply with regulations that apply to a corporation with a 501(c)(3) status.
Section 7. Any chapter that does not send a designated representative to
the annual meeting for two consecutive years will be placed on probation. If no designated representative
attends the third consecutive meeting, the
chapter will be declared defunct and will forfeit all rights to the use of the name of the Women’s National
Book Association, Inc., its tax-exempt status,
and any other benefits relating to the Corporation and will comply with all requirements of Article V,
Section 6.
Section 8. Each chapter, at the discretion of its board, shall provide the cost
or part of the cost for its representative to attend the annual meeting of the board of directors of the
Corporation.
Article VI. OFFICERS
Section 1. The officers of the Corporation shall be: president,
vice-president/president-elect, secretary, and treasurer. These four officers and the immediate past president
constitute the executive committee,
which has the authority to conduct any necessary business of the Corporation between annual meetings.
Section 2. The officers shall be active members who serve or have served as
chapter officers, chapter board members, national committee chairs or winners of the Women’s National
Book Association Award.
Section 3. The officers shall take office at the time of the annual meeting of
the board and shall serve a term of two years. They may serve two consecutive terms, except for the
treasurer, who may continue to succeed
her/himself.
Section 4. In the event there is a vacancy on the executive committee, the
president, with the consent of the committee, may appoint any member eligible for the vacant office to fill
the office for the unexpired term.
Section 5. President. The president shall supervise the affairs of the
Corporation, preside at the annual meeting of the board of directors and any other meetings of the
Corporation, appoint the chair of the Women’s
National Book Association Award committee, appoint the editor of The Bookwoman, serve as liaison with
chapters, and appoint any other
necessary committee chairs and members, except for the nominating committee. The president shall serve
as ex officio member of all chapter
boards.
Section 6. Vice-President/President-Elect. The vice president/president-elect shall
preside in the absence of the president and carry on all other duties as assigned by the president and/or the
board of directors.
Section 7. Secretary. The secretary shall keep the minutes of all board
meetings, serve as liaison to the archives of the Corporation at Butler Library, Columbia University, and
perform any other duties as assigned by the
president and/or the board.
Section 8. Treasurer. The treasurer shall receive all contributions from the
chapter treasurers, sustaining members, and any other income and shall immediately deposit money
received in a financial institution approved by the
executive committee. The treasurer shall make all reports required by the Internal Revenue Service and
shall keep true account books of all receipts
and expenditures. Such books shall at all times be accessible to the members of the Corporation. The
treasurer shall sign all checks and drafts drawn
on the bank accounts of the Corporation.
In addition, one other member of the executive committee shall be authorized to
sign checks on the accounts. At the annual meeting of the board of directors, the treasurer shall present a
detailed statement of all assets received
and disbursed since the date of the previous annual report. An assistant treasurer, the president of the
chapter in which the national treasurer has
membership, shall be designated by the board of directors to assist the treasurer when necessary.
Bylaws
Article VII. MEETINGS
Section 1. There shall be an annual meeting of the board of directors of the Corporation at a time and place
set by the board of directors. The chapter location of the annual meeting shall be established three years in
advance. Each meeting will be held not less than nine or more than fifteen months after the preceding
meeting.
Section 2. All board members are expected to attend the annual meeting or to identify a representative.
Section 3. The Corporation shall annually review its program reimbursement plan for national officers,
committee chairpersons, and representatives for annual meeting expenses, if such expenses are not covered
by a board member’s employer.
Article VIII. BOARD OF DIRECTORS
Section 1. The board of directors shall supervise and control the affairs of the Corporation. It shall 1)
determine its policies within the limits of the Certificate of Incorporation, the bylaws, and Section 501(c)(3)
of the U.S. Tax Code, 2) function as trustees of the Corporation, and 3) exercise discretion in the
disbursement of its funds.
Section 2. The board of directors shall consist of the four elected officers; the current chapter presidents;
and the past president, who shall remain as a voting member of the board until there is another immediate
past president.
Section 3. If a vacancy on the board of directors occurs because of a change in chapter presidency, the new
chapter president will immediately fill the vacancy.
Section 4. If three of the five members of the executive committee determine that a national officer,
committee chairperson, representative, or editor is not performing the assigned responsibilities, is deemed
to be involved in illegal activity, or brings dishonor to the organization, the president shall ask for the
individual’s resignation.
Should the specified individual refuse to resign, the president shall send a certified letter informing the
individual that she/he is being removed from office by consent of the executive committee.
Should the person to be removed be the national president, notification responsibility shall automatically be
deemed the responsibility of the vice president/president-elect.
Article IX. NOMINATIONS & ELECTIONS
Section 1. At the annual meeting of the Corporation, the board shall elect a nominating committee of three
members of the association, each nominated by a member of the board. Not more than one member of the
nominating committee may be a member of the executive committee. The members of the nominating
committee shall select the chair. The names and addresses of the nominating committee shall be published
in the Fall issue of The Bookwoman.
Section 2. The nominating committee shall solicit nominations through the chapters, or by other means, and
shall prepare a ballot with at least one (but preferably two) nominee(s) for each office.
Section 3. Nominations other than those by the nominating committee may be made by petition signed by
at least 25 active and/or network members of the association and submitted, with the written consent of the
nominee, to the chair of the nominating committee at least three months before the beginning of the annual
meeting. The nominating committee shall include such petition candidates on the ballot.
Section 4. The nominating committee shall supply a reproducible original of the ballot to each chapter.
Each individual chapter shall reproduce ballots and distribute them to all its active and network members,
at chapter expense.
Section 5. The nominating committee shall supply a reproducible original of the ballot to the membership
chair. The membership chair shall reproduce ballots and distribute them to all sustaining members, at the
expense of the Corporation.
Section 6. Completed ballots shall be returned to the chair of the election committee no later than the
deadline established by the nominating committee for that year. For contested elections, such deadline shall
be at least six weeks before the beginning of the annual meeting; for uncontested elections, at least one
month before the beginning of the annual meeting.
Section 7. An election committee shall be appointed by the president to receive and count the ballots and
report the results. The chair of the committee shall receive the ballots from the members.
Section 8. A majority of all votes cast for a particular office shall constitute election. If no candidate
receives a majority, the executive committee shall determine a winner.
Section 9. The president shall inform the winning candidates of their election as soon as possible, but no
later than four weeks before the beginning of the annual meeting.
Article X. COMMITTEES
Section 1. Standing committees of the Corporation shall be established by the board. Special committees
shall be established by the board or by the president with the approval of a majority of the executive
committee. These committees shall be responsible to the board, which will delegate such powers and
functions to them as the board finds desirable for the conduct of its business.
Section 2. The president shall appoint all committee members and designate the chairs of all committees
except the nominating committee.
Section 3. Each standing committee chair shall, if possible, attend the annual meeting of the board and shall
submit a written report of the committee’s activities, including any recommendations for future action.
Additional reports may be submitted at the option of the committee or as requested by the board or the
president.
Bylaws
Article XI. AWARDS
Section 1. The Corporation shall give the Women’s National Book Association Award (formerly called the
Constance Lindsay Skinner Award) biennially in the even-numbered years. The award consists of a
citation. The recipient is a living American woman 1) who derives a part or all of her income from books
and allied arts, and 2) who has done meritorious work in the world of books beyond the duties or
responsibilities of her profession or occupation.
Section 2. The Corporation shall give the Lucile Micheels Pannell Award annually. The award consists of a
cash prize and a piece of original art. The recipient is a bookseller, teacher, or librarian who has developed
and implemented an innovative program bringing children and books together.
Article XII. YEARS
Section 1. The fiscal year and the membership year of the Corporation are June 1–May 31, except that the
membership year for sustaining members is January 1–December 31.
Article XIII. OFFICIAL PUBLICATIONS
Section 1. The official publication of the Corporation is The Bookwoman.
Section 2. The official Web site of the corporation is http://www.wnba-books.org
Section 3. Other publications may be authorized by the board of directors.
Article XIV. AFFILIATION
Section 1. The Corporation may have as an affiliate or become an affiliate of an organization whose
objectives are consistent with those of the Corporation and whose activities are not in conflict with the
Certificate of Incorporation, the bylaws, or Section 501(c)(3) or the U.S. Tax Code. If continued affiliation
becomes undesirable, it may be canceled. Affiliation or disaffiliation shall be authorized by the board.
Article XV. AMENDMENTS
Section 1. These bylaws can be amended at the annual meeting of the Corporation by a two-thirds vote of
the members of the board of directors, provided that the amendment(s) have been submitted in writing at
least two months before a vote is taken.
Section 2. The executive committee may, in an emergency, conduct a mail ballot to amend the bylaws,
provided that the requirements of Section 1 have been met.
Article XVI. PARLIAMENTARY AUTHORITY
Section 1. The rules contained in Robert’s Rules of Order (latest edition) shall govern this organization in
all parliamentary procedures in which they are applicable, and in which they are not inconsistent with the
Certificate of Incorporation, these bylaws, and Section 501(c)(3) of the U.S. Tax Code.
Amended January 18, 2006
Sylvia Cross, Chairperson
Task Force on Network Membership
Amended, June 5, 2004
Detroit, Michigan
Margaret E. Auer, National President
Detroit Chapter
Amy Barden, National Treasurer
Washington, D.C. Chapter