Bylaws

Amended as of March 2021

Article I

Name and Location

The name of this organization shall be The Association of Catholic Publishers Inc. (herein Association or corporation). The office and meetings of the Association shall be located in such localities as may be determined by the Board of Directors.

Article II

Purpose

The purpose and objectives of the Association shall be:

  • To facilitate the sharing of professional information, networking, cooperation, and friendship among those involved in Catholic publishing in all its forms in North America and internationally.
  • Operate, supervise, and control the Catholic Publishers Foundation, Inc., a section 509(a)(3) Type I Supporting Organization.

Statement of Values

The Statement of Values of the Association as determined by the Board of Directors is found in the membership manual.

Article III

Membership Meetings

There shall be an Annual Meeting of the Membership of the Association between July and June of each fiscal year and additional meetings, both as determined by the Board of Directors.

The Board of Directors shall determine how and when a vote of the Voting Membership needs to take place.  All decisions regarding voting changes for the Association shall be made with the approval of the Voting Membership. Member-based decisions shall be made by a Quorum consisting of a majority of the Voting Membership and a decision of the Voting Membership shall consist of a majority those present in the Quorum. Once a Quorum is established it remains even where it drops below a quorum during the meeting.

The meetings will be held in compliance with The New Robert’s Rules of Order (2nd Edition or later version). 

Members may participate/vote in a meeting by means of conference telephone or similar communication equipment by which all persons participating in the meeting can hear each other at the same time.  Such participation shall constitute presence in person at the meeting.

Notices

Notices of Membership meetings may be given two weeks in advance personally, by first class mail, by telephone, or by email, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting.

Waiver of Notice

Whenever any notice of a meeting is required to be given to any Member, a waiver of notice in writing signed by the Member whether before or after the time of the meeting, shall be equivalent to the giving of such notice. 

Article IV

Membership

Voting Membership

Membership in the Association shall be open to any company active in Catholic publishing as determined by the Board of Directors.  Approval of membership and categories of membership shall be determined by the Board of Directors.

Each member company of the Association, based on its size, determined by ranges of gross sales as established by the Board of Directors, shall designate no more than 7 Voting Representatives determined by the type of membership who shall elect members of the Board of Directors and vote on amendments to the Bylaws.

“Head of House” as used in these Bylaws is generally the publisher, president, or CEO of the member company. Depending upon the structure of the company, the member company may designate one (1) person as its “Head of House.”

Non-voting Membership

The Board of Directors may from time to time designate additional non-voting categories of membership.

Member Resignations

Any member may resign by filing a written resignation with the Secretary.

Article V

Dues

Annual dues as established by the Board of Directors, based on membership as defined in Article IV, shall be paid in July of every year, or upon joining. Membership dues must be current in order for a Member’s vote to be exercised or counted.

Article VI

Board of Directors and Board Meetings

Directors

The Board of Directors shall be responsible for all governance and strategic decisions and planning for the Association. The Board shall consist of twelve elected Directors which include a minimum of 5 and a maximum of 7 heads-of-houses.  Each Director shall be elected to a term of three years, with one-third (1/3) of the Directors elected annually. All Directors serve in a voluntary capacity.

Any Voting Representative in good standing shall be eligible for nomination and election to the Board of this Association.  A candidate for election (or re-election) to the Board of Directors must be employed by a publishing firm that is a voting member, and that does not have an employee on the Board whose term will extend beyond the annual election.  Nominations should be made to the Secretary before the election, which will take place prior to the Annual Meeting.

Board Meetings

The Board of Directors shall meet regularly as determined by the President and the Officers to make decisions regarding the operations of the Association. The Board of Directors shall meet at least three times throughout the fiscal year and have a required meeting in February or March which is when Officers change.

The meetings will be held in compliance with The New Robert’s Rules of Order (2nd Edition or later version).  Notice will be provided for such meeting at least one week in advance in the same manner as provided under Notices in Article III.

Members may participate/vote in a meeting by means of conference telephone or similar communication equipment by which all persons participating in the meeting can hear each other at the same time.  Such participation shall constitute presence in person at the meeting.

Participation (and voting) in all meetings of the Board of Directors (and Officers) or any committee may be made by means of conference telephone or similar communication equipment by which all persons participating in the meeting can hear each other at the same time.  Such participation shall constitute presence in person at the meeting. Voting may also be made by email with such emailed votes attached by the Secretary to the minutes.

A Quorum consisting of a majority of the Board of Directors elected is required for a decision and decision shall be made by a majority those present in the Quorum. Once a Quorum is established it remains even where it drops below a quorum during the meeting.

Article VII

Officers

The Officers of the Association shall be elected bi-annually by and from the members of the Board at the Board Meeting following the Annual Membership Meeting.  The Officers shall be a President, a Vice President, a Secretary, and a Treasurer, who shall serve concurrently as members of the Board of Directors. The elected Officers shall take office upon election and shall serve for a term of two years.

Duties

The President shall be a sitting board member who is a head-of-house. The President in consultation with the Executive Director shall set the agenda of all meetings The President shall chair all meetings of the Association and shall make any appointments of committees required for functioning of the Association.

The Vice President shall perform the duties of the President in the event of the President's absence.

The Secretary shall be responsible for mailings and notices to members and shall see to the proper recording of the membership and minutes of the proceedings of the meetings of the Association.

The Treasurer shall be in charge of the Association's funds and records, shall collect member dues and manage the expenses and shall submit a written report to the membership annually at the last meeting of every calendar year on the financial condition of the Association, and at other times when called upon by the Board of Directors.

At the expiration of their term of office, the Secretary and the Treasurer shall deliver to the new Secretary and Treasurer all records and funds of the Association.

Vacancies

If an Officer’s position becomes vacant, the Board of Directors shall at their next meeting elect a Director to replace and serve as the Officer for remainder of the replaced Officer’s term.

Executive Committee

The Officers of the Association shall make up the Executive Committee of the Association.  The Executive Committee shall meet as needed between Board meetings. The Executive Committee by majority vote may place items on the agenda for the Board Meetings. The Executive Committee shall act as a committee of the whole Board, making decisions as delegated by the Board, including the duties defined in the membership manual. In addition, the Executive Committee shall perform performance appraisals of the Executive Director.

Executive Committee meetings will be held in compliance with The New Robert’s Rules of Order (2nd Edition or later version). 

The notice, voting, participation, and quorum requirements for actions by the Executive Committee are the same as for the Board of Directors in Article VI.

Article VIII

Executive Director

The Board of Directors at its discretion may decide to have an Executive Director. The Executive Director appointed by the Board, is an ex-officio non-voting member of the Board.

The Roles and Responsibilities of the Executive Director shall be defined by the Board of Directors and updated from time to time as found in the membership manual.  Such duties shall include (i) managing the day-to-day affairs of the Association, (ii) supporting Board meetings, (iii) overseeing Association programs, services, and benefits, (iv) developing operation plan and budget, and (v) membership relationships and development.

Article IX

Indemnification and Insurance

The Directors and Officers shall not be personally liable for the debts, liabilities, or other obligations of the corporation. The Directors and Officers of the corporation shall fully be indemnified by the corporation as permissible under the governing laws of New York. 

Insurance

Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance (D&O Insurance) on behalf of any agent of the corporation (including a Director, Officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status such as, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws, or provisions of law. 

Article X

Adoption and Adherence to Policies

The Association shall adopt and adhere at all times to the Conflict-of-Interest Policy, the Whistleblower Policy, the Document Retention and Destruction Policy, Advocacy and Press Policies, Antitrust Compliance Policy, and a Dispute Resolution Policy.  These Policies are found in the membership manual.

Article XI

Amendments and Dissolution Clause

These Bylaws may be amended or repealed after prior written notification (as described in Article III) to all current Voting Membership by a two-thirds (2/3) majority of votes cast.

Members may vote on amendments or repeal by means of conference telephone or similar communication equipment by which all persons participating in the meeting can hear each other at the same time.  Such participation shall constitute presence in person at the meeting.

Dissolution Clause

As stated in the Articles of Incorporation, upon dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or a state or local government, for public purposes. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office is then located exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

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