Purpose and Mission
The purpose and mission of the Kerrytown BookFest is to stimulate and promote interest in the educational, artistic, and cultural role of the book and printing arts; authorship and writing; book preservation; reading; publishing; and libraries.
The governance and management of the affairs and property of the Kerrytown BookFest (hereafter called the BookFest), subject to the limitations hereinafter contained, is entrusted to a Board of Directors, each of who shall serve a term of three years, except as provided in Section 2 below. At the first meeting of the Board of Directors, the actions of the incorporators shall be ratified, including the formal adoption of the Articles of Incorporation.
The Board of Directors shall consist of eleven persons. Each member of the Board shall be elected at the first meeting of the incorporators by those in attendance. All board members are elected for three year terms. At each annual meeting, Board members shall be elected to replace those whose terms are expiring. Each board member’s term shall be designated by the secretary and each shall serve until his or her successor is duly elected and qualified.
A quorum of the Board shall consist of six members. On all matters decided by the Board a majority vote shall be required.
Vacancies in the Board of Directors may be filled by a vote of the remaining board members at any scheduled meeting. The new director(s) shall hold office until the next annual meeting and until their successor(s) are duly elected to serve.
All Board members shall serve as volunteers and shall not be compensated except to the extent that their ordinary and reasonable expenses may be reimbursed upon an affirmative vote of the other members.
The officers of the BookFest shall be President, Vice President, Treasurer and Secretary, all of whom shall first be members of the Board of Directors. Each officer shall be elected by a vote of the Board of Directors at the annual meeting. Each officer’s term shall be one year and officers may succeed themselves for any number of terms if so elected. Each officer shall serve his or her term until a successor is duly elected.
The President shall have the powers and shall perform the duties customarily pertaining to such office, except as otherwise provided by these Bylaws. He or she shall preside at all meetings and he or she shall make a report of the affairs of the BookFest.
The Vice President shall have the powers and duties of the President during his or her absence or disability. The Vice President may perform such other duties as directed by the President and/or the Board.
The Secretary shall record and maintain the minutes of all meetings of the Board and shall serve such notices and matters as are required to the and Directors. The Secretary shall also keep and preserve the BookFest’s records and files.
The Treasurer shall perform the duties customarily pertaining to such office, including the maintaining of the BookFest’s property, funds and accounts and the full and accurate reporting of the same to the Board at each meeting. At each annual meeting of the Board, the Treasurer shall prepare and distribute a detailed report of all the receipts and disbursements of the BookFest, and a summary of its financial condition. He or she shall have the responsibility to deposit all funds belonging to the BookFest in its account(s) and the power to sign all checks issued by the BookFest provided they have first been authorized or subsequently authorized by the Board.
The President or Vice President and Secretary or Treasurer shall sign all contracts, instruments, leases and other documents issued by and or obligating the BookFest.
Vacancies in any office shall be filled by a vote of the Board of Directors and each term of office so filled shall be until the successor is duly elected and qualified at the next annual meeting. It shall be the responsibility of each officer to cooperate with his or her successor in turning over to him or her all The Club’s files and records in his or her possession.
The Board shall meet regularly at such time and place as designated by the Board of Directors. Notice of each meeting shall be mailed or emailed by the secretary to each member, addressed to the address of his or her last known residence at least three weeks before the date of the meeting. At least once each year, following the occasion of the BookFest, the Board shall hold it’s Annual Meeting for the purpose of reviewing its accounts, electing new members and to conduct such other business as may come before it.
In any manner requiring a vote, Board members may vote in person or by written and signed proxy given to another Board member to vote in person. All proxies must be filed with the Secretary before the vote is cast.
At each annual meeting a vote shall be held to elect members to each open and/or expiring seat on the Board of Directors. Candidates for the Board may be nominated any member.
At each annual meeting, the Board of Directors shall meet to elect officers from among their ranks, whose terms shall begin upon election. At said meeting the Board shall also establish a meeting schedule for the coming year.
The following committees, which shall be designated as standing committees, are hereby established to facilitate the business of the Bookest:
Finance Committee-to formulate, budget and procure funds to carry out the mission of the BookFest. The Treasurer shall be an ex-officio member of this committee.
Operations Committee-to plan and manage the Bookest’s annual event. The Secretary shall be an ex-officio member of this committee.
Publicity & Marketing-to promote and market all aspects of the annual event. The President shall be an ex-officio member of this committee.
Program Committee- to plan the programming of the annual event. The Vice-President shall be an ex-officio member of this committee.
Volunteers Committee-to recruit, instruct and supervise volunteers to assist Board and Committee members in the fulfillment of their respective duties.
Each member of the Board who is not an officer shall chair a standing committee for a term of one year. Each committee chair shall recruit members to serve on his or her committee for the purpose of performing the committee’s responsibilities. Each committee chair shall report the activities of his or her committee at each meeting of the Board.
The President may also establish such other committees as he or she deems necessary and appoint any person to chair said committee(s). Any committees so established shall expire at the end of the President’s term unless his or her successor chooses to maintain the committee(s).
The BookFest is organized exclusively for the charitable, educational and technological advances, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code as the same may be amended in the future.
No part of the net earnings of the BookFest shall inure to the benefit of or be distributed to its officers or directors or other private persons except that the BookFest shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes it is organized to fulfill.
No substantial part of the activities of the BookFest shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the BookFest shall not participate in any political party or on behalf of any candidate for public office. Notwithstanding any other provision of these Bylaws, the BookFest shall not carry on any activities not permitted to be carried on: (a) by an organization exempt from federal income tax; (b) by an organization for which contributions are tax deductible under the appropriate sections of the Internal Revenue Code.
Upon dissolution of The Club, all of The Club’s assets shall be marshalled and distributed to the Ann Arbor District Library. Once distributed, the operations of the BookFest shall be completed by the Board until the organization is fully dissolved.
Adoption and Amendment
The Bylaws may be adopted and/or amended by an affirmative vote of the board of directors.
Before any amendment to the Bylaws may be put to a vote, it shall have first been submitted by a member to the Board of Directors in writing at a meeting prior to its adoption or rejection.
We the undersigned hereby certify that the above document consisting of seven (7) articles is the true and complete Bylaws of the Kerrytown BookFest, proposed on the date provided below.