Antiquarian Book Dealers Association of Long Island
P. O. Box 662, Plandome, New York 11030-0662
- I. Name
- The name of this organization shall be LIABDA LTD., Antiquarian Book Dealers Association of Long Island.
- II. Affiliation
- LIABDA LTD. shall be incorporated under the Laws of the State of New York.
- To bring together people involved in the retailing of rare and used books and other written-related printed materials.
- To offer to its members information about different aspects of the buying and selling of printed materials.
- To promote and educate the public interest in printed and written materials.
- IV. Membership
- Any person or firm dealing in used or rare printed or written materials within the counties of Kings, Queens, Nassau and Suffolk shall be granted membership in this organization upon acceptance by the Membership Committee and by the acceptance of the majority of the membership.
- Government of this organization shall consist of the five (5) elected officers: President, Vice President, Recording Secretary, Corresponding Secretary and Treasurer; plus, the Chairs of the Standing Committees: Membership, Fair and Program. The immediate Past President shall serve as Chair of the Membership Committee. This group shall be known as The Board of Governors. All members of The Board of Governors must be members in good standing of the organization.
- The Officers shall be elected in the manner described in the By-Laws, and shall hold office for two (2) years, or until their successors are duly elected. No Officer may serve more than two (2) consecutive full terms.
- The period between the annual meeting and January 1st of an election year shall be called The Transition Period during which the outgoing and incoming officers shall meet together to provide an orderly transition of duties.
- VI. Quorum
- A quorum to conduct business is twenty (20) percent of the membership.
- VII. Amendments
- This Constitution and By-Laws may be amended by the vote of two-thirds (2/3) of the members in attendance plus signed mailed-in ballots, postmarked at least five (5) days prior to the meeting, provided both establish a quorum, or at any regular or special meeting called for that purpose. Written notice of any proposed amendment must be sent to the last known street, post office box or e-mail address of any member at least thirty (30) days prior to the date on which the actual vote will take place.By-LawsI. Membership
- The President shall appoint a Membership Committee consisting of the immediate Past President, or, if unable to serve, a past president plus two (2) additional members. All must be members in good standing. The Committee shall be appointed at the first regular meeting after the annual meeting.
- All applications for membership shall be by written application. The Officers must approve such application form.
- An applicant for membership in LIABDA LTD. must have been in the business of selling books and related paper material for at least one (1) year, as evidenced by a Certificate of Authority issued by New York State, prior to being accepted as a member.
- All names of new applicants for membership shall be circularized to the membership.
- An applicant must attend at least three (3) regular meetings, or a satisfactory alternative authorized by the Board of Governors and the Membership Committee, before being accepted as a member.
- An applicant must sign the LIABDA LTD. Code of Ethics before being accepted as a member.
- All proprietors in good standing are those members who are current in their dues (as defined under dues), and have signed the Code of Ethics filed with the President.
- The Membership Committee may request the termination of a membership by a 2/3 vote aye of the members present and voting, provided the quorum has been met, at any regular or special meeting, provided that written notice of the proposed termination had been mailed or e-mailed to the last known address of each member at least thirty (30) days prior to the date of such meeting, and the member in question has been notified by certified mail with a return receipt.
- Members moving out of the defined membership area may have their new address, telephone number and e-mail address listed in the next Directory after the move. They shall have no other privileges.
- If a business is sold and changes ownership, that business will no longer be a member of the association and the new owner(s) must apply for membership.
- If a former proprietor in good standing applies for membership, the requirements for new membership will be waived.
- The fiscal year shall be the calendar year beginning January 1 of each year.
- The Board of Governors shall set the dues subject to ratification by the members.
- Dues are payable on or before January 1 of every year.
- A member is considered not to be in good standing if dues are not paid within the 30 days grace period, and will have any membership privileges, such as a Directory listing, revoked for that year.III. Government
- If a member pays dues between January 31 of any year and the following December 31, all privileges except the Membership Directory listing will be reinstated for that year.
- If a member had not paid dues for a year and a day, or more, he cannot be reinstated as a member without going through the new membership process.
- The Board of Governors shall:
- Ratify or annul the engagement of any employee, such as a Fair Promoter, subject to ratification by the membership.
- Order the President to call special meetings when deemed necessary, or by the written request of five (5) members.
- Meet a minimum of twice a year, in the months of March and October, and at the call of the President, upon five (5) days notice, a quorum being a majority of the Board.
- Supervise LIABDA LTD. activities between meetings of the Membership.
- Establish Standing Rules, as needed.
- Fill vacancies in the Board, by appointment, until the next Annual Meeting.
- Assure that the Membership meets at least five (5) times a year.
- Set the Annual Meeting date in November.
- Approve all leases, rentals and dates for all LIABDA LTD.-sponsored events such as Book Fairs, Seminars and Workshops.
- Shall keep the Membership informed of its actions.
- Decide on the disbursement of funds in case of dissolution of the Organization, in keeping with the provisions in Article IV Section D.
- Meet by e-mail with the approval of all Board members.
- Membership may move for acceptance of motions not in conflict with the By-Laws or the power of the Board of Governors.
V. Nominations and Elections
- The fiscal year of this Organization shall begin January 1 of each year.
- The President, and/or the Treasurer shall be authorized to expend funds, with any expenditure over budget reported to the Membership at its next regular meeting.
- Any Committee Chair needing funds for a special project must submit a proposal to the Board of Governors for approval.
- In case of dissolution of this Organization, all monies remaining in the Treasury shall be given to one or more not-for-profit organizations with the same or similar purpose or mission as LIABDA LTD.
A. Nominating Committee:
- The President shall appoint a Nominating Committee consisting of at least three (3) members by the September meeting of any year in which an election is to be held. Any member in good standing may serve on the Nominating Committee.
- The recommendations of the Nominating Committee must be made available to the Corresponding Secretary for membership notification for the November Annual Meeting.
- All candidates must agree to serve and perform their duties (including attendance at meetings) before being nominated.
- The Nominating Committee shall request from, and supply to, the Corresponding Secretary, short biographies of all nominees to be included with the annual meeting notification.
- Nominations from the floor at the Annual Meeting are not precluded, provided each nominee receives at least four (4) seconds.
- To be eligible to serve as an Officer, a member must have been a member in good standing at least one year prior to the nomination.
B. Elections of Officers:
- Shall take place every two (2) years at the Annual Meeting.
- All members in good standing are eligible to vote.
- If a quorum is not present at the Annual Meeting, a special meeting must be called within two (2) weeks, with the election of Officers as its only agenda item.
- There is one vote per business, or dues-paying entity.
- If there is more than one nominee for an Office, voting shall be by written ballot sent to all members.
- Upon election, the Officers will be installed at the December, or next scheduled meeting, and will take office as of January 1.
- There shall be no less than five (5) regular meetings in a calendar year, one of which must be the Annual Meeting in November.
- The Board of Governors shall meet as often as necessary.
- The Membership must be notified of all regular meetings at least fourteen (14) days in advance of said meetings. Newsletter Calendar listings of forthcoming dates count as notification.
- The President:
- Shall be the Chief Executive Officer and shall preside at all meetings of the Membership and The Board of Governors.
- Shall decide on all questions of order, subject to appeal to Robert's Rules of Order (latest edition).
- Is authorized to sign all orders, checks and other withdrawal of funds.
- Shall appoint and discharge such committee chairpersons and committee members as may, from time to time, be required, except as otherwise provided.
- Shall call a special meeting of the Board of Governors at the request of at least two (2) other members of the Board.
- Shall call a special meeting of the Membership at the request of a majority of the Board of Governors, or at the written request of at least five (5) members in good standing of the Organization.
- Shall call a special meeting of the Membership whenever, in the opinion of the President, the need arises, and correct notice is given.
- Shall cast the deciding vote on all questions in which there is an equal division of votes, except in the election of Officers and appeals from Presidential decisions.
- Shall supervise the protection of all valuable records and documents, including, but not limited to the Corporate Seal, minutes and financial reports of the organization.
- Shall perform such other duties as the office demands and requires.
- The Vice President:
- Shall, in the absence of the President, assume all the duties and responsibilities incumbent upon the President, and shall be an ex-officio member of all Committees, except the Nominating Committee.
- Shall, in the event of death, incapacitation, removal, or resignation of the President, succeed to the Office of President for the remainder the term of office.
- The Treasurer:
- Shall, in the absence of the President and Vice President, assume all the duties and responsibilities incumbent on that office.
- Shall supervise the receipt of all monies belonging to the Organization, and deposit same in the name of the Organization in such bank or banks as is appropriate.
- Shall make a written report on the state of the Organization's finances at every scheduled regular Board of Governors and Membership meeting.
- Shall be an ex-officio member of the Finance Committee, if such exists.
- Shall be authorized to sign all orders, checks and other withdrawal of funds.
- Shall, at the expiration of the term of office, deliver to the successor, when duly qualified, all monies and other properties of the Organization, including the Seal of the Corporation, under the Treasurer's custody and control, and all books, papers and records pertaining to the office.
- Shall keep an accurate record of members in good standing.
- Shall file all appropriate papers with Federal, State and local authorities, as required.
- Shall perform such other duties as the office demands.
- Shall present an estimated budget at the beginning of each year and a final statement at the end of the term.
- The Recording Secretary:
- Shall attend all meetings of the Organization, keep an accurate record of the proceedings, read all minutes, and reports and communications.
- Shall, in the absence of the President, Vice President and Treasurer, assume all the duties and obligations of the President and Vice President.
- Shall keep a record of the Membership and attendance at all meetings and shall append same to the minutes of said meetings.
- Shall, at the expiration of the term of office, deliver to the successor, when duly qualified, all corporate minutes and other property, and all books, papers and records which are in the custody and control of the secretary.
- The Corresponding Secretary:
- Shall inform the Membership and The Board of Governors of all meetings, as required elsewhere in this document.
- Shall, in the absence of the President, Vice President, Treasurer, and Recording Secretary, assume all the duties and responsibilities of the President and Vice President.
- Shall, when requested by the President, send letters and other correspondence.
- VIII. Rules of Order
- Robert's Rules of Order (latest edition) shall provide the basis for the organization and proceedings.
- IX. Amendments
- This Constitution and By-Laws may be amended by the vote of two-thirds (2/3) of the members in attendance plus signed mailed-in ballots, postmarked at least five (5) days prior to meeting, provided both establish a quorum, or at any regular or special meeting called for that purpose. Written notice of any proposed amendment must be sent to the last known street, post office box or e-mail address of any member at least thirty (30) days prior to the date on which the actual vote will take place.
- X. Removal from Office
- Any Officer may be removed from Office by a two-thirds (2/3) vote of the members present, provided there is a quorum, at a special meeting called for the purpose of acting on charges. Written notification must be sent to the Membership at least fourteen (14) days in advance of such meeting, and must include the reason for the meeting. Said meeting may be called only if the Officer indicated has been given written notice by certified mail, with a return receipt, of the charges. Said Officer has the right to be heard at the Special Meeting.
Originally adopted in 1998
Revised November 2002