ARTICLE I

Membership

1. Membership in the association shall be open to all retail bookselling businesses doing business in the Great Lakes region. Affiliate business membership shall be open to all other businesses involved in the book industry, including but not limited to wholesalers, publishers, and publisher representative firms. Individual membership shall be open to individuals who have a significant interest in the book industry in the Great Lakes region, such as booksellers, prospective booksellers, sales representatives, publishing company personnel, authors, and librarians.

2. There shall be three (3) classes of membership in the association: Bookselling Business, Affiliate Business, and Individual. A Bookselling Business is defined as one whose primary business is to sell books to consumers rather than to other entities in the book trade. An Affiliate Business is any other business with an interest in the book trade. An Individual is a person who holds membership in his or her own right, rather than as a representative of a business member.

3. Bookselling Business members are allowed one vote per membership in business meetings of the association. Only one vote will be allowed for a group of bookselling businesses operated under the same common ownership. Affiliate Business members and Individual members do not have voting rights.

4. The board of directors may also, at its discretion, designate other classes of membership for marketing purposes (e.g., “specialty store members,” “sales rep members,” “Website members”) and set special requirements and dues or establish special benefits for those classes. Rights or benefits conferred by membership in those special classes do not affect the members’ status in the association as a whole.

5. Any individual, partnership, corporation, limited liability company, association, estate, trust, or other entity (a "Person") to whom membership is open as provided above in these By-laws may be admitted to membership of the status or class herein indicated, but only in strict compliance with the provisions of these By-laws. A Person eligible for membership shall first complete an application in the form of that approved by the Association from time to time. Such application forms may inquire as to the status of membership for which such Person is eligible, the candidate's address, and such other information as the Association may deem relevant from time to time. After a candidate for membership (1) satisfies any conditions for membership imposed by these By-laws or by other policies or procedures adopted by resolutions of the Board of Directors from time to time and (2) submits an appropriate application, accompanied by payment in full of any required application fee and/or membership dues, then the candidate shall be admitted as a member with the appropriate class of membership being determined by the Association's administrative staff. Once a member has been admitted to membership, the rights of continuing membership are subject to payment of annual or special dues which may be levied by the Board of Directors of the Association in its discretion from time to time.

6. Members shall have the right to inspect all books and records of the Association for any proper purpose at any reasonable time and to request a statement from the Association showing the financial result of all operations and transactions affecting income and surplus during its last annual accounting period and to request a balance sheet containing a summary of assets and liabilities as of the closing date of such accounting period.

7. Any Person's membership, of any status or any classification whatsoever, may be terminated at any time, for any reason or for no reason, with or without cause, by vote of 67 percent or more of the Board of Directors in attendance at any duly called Board of Directors meeting. A Person whose membership has been so terminated shall, immediately upon the vote of termination, cease to be a member (of any class or status) and forego any and all rights with respect to the Association or membership therein. Membership also shall terminate upon the death or dissolution of a member, or for failure to pay dues in accordance with dues policies established from time to time by the Board of Directors. A member may also resign his membership by written notice to the secretary of the Association, which resignation shall be effective upon receipt by the Association or at a subsequent time as set forth in the notice. back

ARTICLE II

General Membership Meetings/Quorum

1. The first Annual Meeting shall be held in February 1990; thereafter, the Annual Meeting shall be held during the annual trade show. If no trade show is held, then the Annual Meeting shall be held during the month of October on a date determined by the Board of Directors. Written notice of the date, time and place of the Annual Meeting shall be mailed to the membership at least 45 days prior to the Annual Meeting. At the Annual Meeting, fifteen (15) members shall constitute a quorum for the transaction of business, with the exception of the first meeting, where the members present shall constitute a quorum.

2. Special meetings of the membership may be called at any time by the President with the approval of the Board of Directors. A special meeting may also be called upon written application signed by ten (10) members and mailed to the Secretary. Upon receipt of such an application, the Secretary shall inform the President and the President shall call a meeting within thirty (30) days. At a special meeting, fifteen (15) members shall constitute a quorum for the transaction of business.

3. No business shall be transacted at any meeting unless the quorum specified in the foregoing sections is present. back

ARTICLE III

Nominating Committee

1. The nominating committee shall be chosen by the Board of Directors at least 90 days prior to the Annual Meeting.

2. The nominating committee shall consist of at least 3 persons, one of whom must be a member of the Board, and one of whom shall be an Associate member.

3. The committee shall make recommendations for all vacancies to the board of directors and shall assist the President in filling vacancies on all committees.

4. The committee shall nominate at least one person to fill each vacancy. These nominees will then be presented in writing to the board of directors for approval.

5. Ballots, containing provisions for write-in candidates, shall be mailed to members at least 45 days prior to the Annual Meeting. Members shall complete ballots and return same to the secretary no later than 10 days prior to the meeting. back

ARTICLE IV

Board of Directors

1. Management and affairs of the Association shall be governed by a Board of thirteen (13) Directors, consisting of the Past-President and twelve (12) other Directors serving staggered, three-year terms. All Directors must be current members or associate members of the Association. A minimum of two (2) and a maximum of five (5) shall be Individual or Affiliate Business members. An effort shall be made to provide equitable geographic representation on the Board. Directors are limited to no more than seven years on the Board out of any ten-year period.

2. Vacancies on the Board of Directors shall be filled by a majority vote of the remaining directors. Any such person appointed as director shall hold office for the unexpired portion of the term.

3. The Board of Directors of this Association shall handle the general management of its affairs and shall elect all officers of this Association and shall appoint any committees they deem appropriate. The Board may hire staff to assist it in the operation of the association. In addition to the powers and authorities by these By-Laws conferred upon it, the Board of Directors may exercise all of such powers of the Association and do all lawful acts and things as are not by statute or by the Articles of Incorporation of this Association or by these By-Laws directed or required to be exercised or done by the members.

4. The Annual Meeting of the Board of Directors for the election of officers for the ensuing year and for such other business as may properly come before it shall be held each year prior to the Annual Meeting of the members of the Association. At the same meeting, the Board shall set up a schedule of meetings for their term of office.

5. Special meetings of the Board of Directors may be called by the President or by any two directors on two days' notice to each director. Special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of any two directors.

6. Any action, which might be taken at a meeting of the Board of Directors, may be taken without a meeting if done in writing signed by all directors.

7. At all meetings of the Board of Directors, a quorum sufficient for the transactions of business shall consist of a majority of the directors.

8. The Board of Directors shall appoint an executive committee consisting of the Past-President, the President, and at least one other director. The executive committee shall exercise all the powers of the Board of Directors between meetings of said Board, except that it shall not have the power to fill vacancies in its own membership, power to fill such vacancies being vested in the Board of Directors. An affirmative vote by a majority of the executive committee shall be necessary to conduct business. The executive committee shall keep regular minutes of its proceedings and report the same to the Board of Directors.

9. Members of the Board of Directors may be reimbursed for expenses incurred on behalf of the Association at the discretion of the Board, but shall not be compensated by the association for services rendered. All reimbursements must be approved by a majority of the Board.

10. Attendance and participation: Directors are expected to participate in committee work, as well as Board meetings. Failure to do so, or absence from three consecutive board meetings, will result in removal from the Board.

11. All meetings of the Board of Directors or committees shall be open to members of the Great Lakes Booksellers Association. back

ARTICLE V

Officers

1. The officers of the Association shall be chosen by the directors, from the directors, and shall be a President, Vice-President, a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time deem advisable. The outgoing President automatically assumes the post of Past-President and thirteenth Director, regardless of whether he or she has additional time remaining in his or her term as a Director. The Board of Directors may fix the powers, duties, and compensation of any officers not specifically provided for herein. Officers may be either bookstore or associate members of the Association. The officers of this Association shall be elected and hold their respective offices until the next succeeding annual meeting of the members of the Association and thereafter until their successors shall have been elected and shall have qualified, unless sooner replaced. Any officer may be removed from office at any time by the Board of Directors with cause. In case of the death, disqualification, absence or inability to act of any officer of the Association or for any other reason that the Board may deem sufficient, the Board may delegate for the time being some or all of the powers and duties of any such officer to any other officer or to any director. The Board of Directors may fill any vacancies in any office of this Association, the person so elected to hold office for the unexpired term in respect to which such vacancy occurs.

2. The President shall be the chief executive officer of the Association; he or she shall preside at all meetings of the members and of the Board of Directors; he or she shall have general active management of the business of the Association, under the supervision and direction of the Board of Directors and shall see that all orders and resolutions of the Board are carried into effect. He or she shall execute all contracts or instruments of the Association and shall have the general powers and duties usually vested in the office of the president of an association and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

3. In case of the death, disqualification, absence or incapacity of the President, the Vice-President shall have all the powers and perform such of the duties of the President as the Board of Directors may from time to time determine. In case of the death, disqualification, absence or incapacity of the President and Vice-President, the Board of Directors shall elect a new President and Vice-President to fill these vacancies within 30 days. In the interim, the Secretary shall have all the powers and perform all the duties of the President.

4. The Secretary shall attend all meetings of the Board of Directors and of the members and record all votes and the minutes of all proceedings of the Board of Directors and of the members in a book to be kept for that purpose, and shall give, or cause to be given, notice of all meetings of the members and of the Board of Directors, and shall perform such other duties as may from time to time be prescribed by the Board of Directors or by the President, under whose supervision he or she shall be. Minutes of the general membership meetings shall be distributed to the members in a timely fashion.

5. The Treasurer shall have care and custody of the Association funds and securities and shall disburse the funds of the Association as may be ordered from time to time by the Board of Directors. He or she shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all moneys, securities and other valuable effects of the Association in the name and to the credit of the Association in such depositories as may be designated from time to time by the Board of Directors. Except to the extent that some other person or persons may be specifically authorized by the Board of Directors to do so, he or she shall make, execute and endorse all checks and other commercial paper on behalf of the Association. He or she shall report the financial condition of the Association at the Annual Meeting of the members in each year and at all other times when requested by the Board of Directors and shall perform other such duties as may be prescribed by the Board of Directors. back

ARTICLE VI

Indemnification

1. All officers and directors shall be indemnified from any threatened or pending suit or proceeding, wherever brought, whether criminal, civil, administrative, or investigation, other than an action by or in the right of the Association, by reason of the fact that he is or was a director, officer or agent of the Association, or is or was serving at the request of the Association in such capacity. Such indemnification shall be to the extent authorized by Michigan law. back

ARTICLE VII

Amendments

1. The By-Laws may be amended, in whole or in part, by a two-thirds (2/3) vote of the members voting.

2. Proposed amendments to the By-Laws shall be submitted to the Board at least ninety (90) days prior to the Annual Meeting or any special meetings of the membership called for this purpose. The Board shall, in turn, transmit the proposed amendments and the Board's recommendations on those amendments to the members at least forty-five (45) days prior to the meeting.

3. Alternatively, the By-Laws may be amended by a postal ballot. Proposed amendments shall be submitted to the Board. The Board shall, in turn, transmit dated ballots incorporating the proposed amendments to the members. Members shall complete the ballots and return them to the Secretary, postmarked no later than 30 days after the date on the ballot. back

ARTICLE VIII

Dissolution

1. Any proposal for the dissolution of the corporation shall be submitted in writing to the Secretary at least sixty (60) days prior to the Annual Meeting or any special meeting called for this purpose. The Secretary shall in turn notify the members of the proposal for dissolution of at least thirty (30) days prior to the meeting at which the matter is to be voted upon.

2. The corporation may be dissolved by a three-fourths (3/4) vote of the members present and eligible to vote.

3. Upon dissolution, any remaining assets of the corporation shall be distributed to a charity determined by the Board of Directors. back