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IBPA Board Proposes Changes to Association Bylaws

Wednesday, April 1, 2020   (2 Comments)
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(Manhattan Beach, CA - April 1, 2020) -- The Independent Book Publishers Association's (IBPA's) Board of Directors is proposing revisions to Article V of the association’s bylaws. The current bylaws text is below, followed by the proposed revisions.

IBPA members in good standing can submit comments on the proposed changes below prior to 5:00 PM Pacific on Monday, April 20th. Comments will be worked into a final proposal to be posted here on Wednesday, April 22nd. IBPA members will be asked to vote on the final proposal during the association's Annual Meeting of Members scheduled to be held virtually on Tuesday, April 28th.

Registration for the April 28th IBPA Annual Meeting of Members is open here.


ARTICLE V — MEMBERSHIP (CURRENT TEXT)

Section 5.1 Qualifications

There shall be one class of membership. A person admitted as a member may join in any one of four categories as follows:

5.1.1 Publisher: Persons or organizations involved in publishing other people’s work and/or preparing to publish other people’s work;

5.1.2 Author Publisher: Persons publishing their own work and/or preparing to publish their own work;

5.1.3 Publisher Friend: Persons not directly involved in publishing, but who support independent publishing; and

5.1.4 Publisher Partner: Persons or organizations involved with supplying services or products to the field of publishing.

All applications for membership may be subject to approval by majority vote of the Board.

All members in good standing shall have the right to vote, as set forth in these Bylaws, on the election of members of the Board (“Directors”), the disposition of all or substantially all of the assets of the Corporation, any merger and its principal terms and any amendment of those terms, and any election to dissolve the Corporation. In addition, those members shall have all rights afforded members under the California Nonprofit Mutual Benefit Corporation Law.

A member may not transfer a membership or any right arising therefrom.


ARTICLE V — MEMBERSHIP (REVISED TEXT - INITIAL PROPOSAL)

Section 5.1 Membership Generally

There shall be two classes of voting membership known as Publisher Class and Publisher Partner Class. There may also be a class of non-voting membership known as the Provisional Class. The term "member" as used herein shall refer only to the voting members (i.e., a person or organization who is a member of the Publisher Class or Publisher Partner Class).

All applications for membership may be subject to approval by a majority vote of the Board.

All members in good standing shall have the right to vote, as set forth in these Bylaws, on the election of Directors, the disposition of all or substantially all of the assets of the Corporation, any merger and its principal terms and any amendment of those terms, and any election to dissolve the Corporation. In addition, those members shall have all rights afforded members under the California Nonprofit Mutual Benefit Corporation Law.

A member may not transfer a membership or any right arising therefrom.

Section 5.2 Qualifications and Classes of Membership

5.2.1 Publisher Class: The Publisher Class consists of Author Publishers and Independent Publishers, whose qualifications are as follows:

Author Publisher: Persons who exclusively publish their own work, e.g., self-published authors and authors working with hybrid publishers.

Independent Publisher: Persons or organizations involved in publishing other people’s work using a traditional, royalty-based publishing model and/or an author-subsidized publishing model. (In addition to publishing other people’s work, an Independent Publisher might also publish his or her own work.)

5.2.2. Publisher Partner Class: The Publisher Partner Class consists of persons or organizations involved with supplying services or products to the field of publishing. A Publisher Partner membership includes listing in the Corporation’s Supplier & Services Discover Database.

5.2.3. Provisional Class: The Provisional Class consists of persons or organizations considering or preparing to publish their own or other people’s work.

Persons or organizations in the Provisional Class may not serve on committees, may not vote, and may not serve on the Board. Persons or organizations may be in the Provisional Class for no more than four years. For avoidance of doubt, persons or organizations in the Provisional Class are not members of the Corporation within the meaning of Corporations Code Section 5056.


ARTICLE V — MEMBERSHIP (REVISED TEXT - FINAL PROPOSAL)

Section 5.1 Membership Generally

There shall be two classes of voting membership known as Publisher Class and Publisher Partner Class. There may also be a class of non-voting membership known as the Associate Class. The term "member" as used herein shall refer only to the voting members (i.e., a person or organization who is a member of the Publisher Class or Publisher Partner Class).

All applications for membership may be subject to approval by a majority vote of the Board. All members in good standing shall have the right to vote, as set forth in these Bylaws, on the election of Directors, the disposition of all or substantially all of the assets of the Corporation, any merger and its principal terms and any amendment of those terms, and any election to dissolve the Corporation. In addition, those members shall have all rights afforded members under the California Nonprofit Mutual Benefit Corporation Law.

A member may not transfer a membership or any right arising therefrom.

Section 5.2 Qualifications and Classes of Membership

5.2.1 Publisher Class: The Publisher Class consists of Independent Publishers and Author Publishers whose qualifications are as follows:

Independent Publisher: Persons or organizations involved in publishing other people’s work using a traditional, royalty-based publishing model and/or an author-subsidized publishing model. (An Independent Publisher might also publish their own work.) An Independent Publisher is defined as one not operated by a major publishing house (e.g. one of the “Big Five”) and its imprints.

Author Publisher: Persons who exclusively publish their own work, e.g., self-published author.

5.2.2. Publisher Partner Class: The Publisher Partner Class consists of booksellers, distributors, wholesalers, and other industry vendors involved with supplying services or products to the field of independent publishing. A Publisher Partner membership includes free listing in the Corporation’s Supplier & Services Discovery Database and the opportunity to apply to be an official IBPA Member Benefit Provider.

5.2.3. Associate Class: The Associate Class consists of Future Publishers, Authors or Publisher Friends whose qualifications are as follows:

Future Publisher: Persons or organizations considering or preparing to publish their own or other people’s work.

Author: Persons published by a traditional, royalty-based independent publishing company and/or an author-subsidized publishing company.

Publisher Friend: Persons not directly involved in publishing, but who support independent publishing.

Persons or organizations in the Associate Class may not serve on committees, may not vote, and may not serve on the Board. For avoidance of doubt, persons or organizations in the Associate Class are not members of the Corporation within the meaning of Corporations Code Section 5056. The Board reserves the right to add or remove types from this class.


See the complete IBPA Bylaws at www.ibpa-online.org/page/bylaws.
About the Independent Book Publishers Association (IBPA)

Founded in 1983 to support independent publishers nationwide, the Independent Book Publishers Association (IBPA) leads and serves the independent publishing community through advocacy, education, and tools for success. With over 3,200 members, IBPA is the largest publishing association in the U.S. Its vision is a world where every independent publisher has the access, knowledge, and tools needed to professionally engage in all aspects of an inclusive publishing industry. For more information, visit ibpa-online.org.

Comments...

Leslie Turner, Encourage Publishing says...
Posted Friday, April 10, 2020
In 5.2.1, how do you define an "independent" publisher as being different from, say, a large corporation? Where is the line? I could not find language defining indy publishers in the by-laws or on the website; did I miss it? What's to prevent large traditional publishers from joining, or from joining in the name of their hybrid divisions, and then also competing in the BF Awards? Also - do partners' votes carry the same weight as publishers' votes? Currently what's the balance of membership between partner members and publisher members?
Peter Goodman, Stone Bridge Press says...
Posted Thursday, April 9, 2020
The Provisional Class description (terrible name, branding someone as a 2nd-class citizen from the outset is maybe not a great marketing idea) sounds awfully vague, particularly with regard to how you define the moment that 'publication' occurs.

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