BYLAWS: COMICS PROFESSIONAL
RETAILERS ORGANIZATION, INC. (CPRO)
ARTICLE I – NAME AND REGISTERED
AGENT
1.
The
name of the association is the Comics Professional Retailers Organization, Inc.
(CPRO), a not-for-profit corporation incorporated in the State of
2.
The
registered office shall be in the State of
ARTICLE II – PURPOSE
1. The
purposes of this corporation are to act as a not-for-profit professional
association to promote the progress and development of comic book retailers,
including, but not limited to:
a. to help to develop better marketing
and daily business practices for comic book retailers
b. to improve the condition of their
industry by educating the public about comic books in general
c. to provide a voice for independent
comic book retailers
2. All
policies and activities of the association will be consistent with the
applicable federal, state, and local antitrust, trade regulation, or other
legal requirements and shall be as permitted an organization described in
Section 501(c) (6) of the Internal Revenue Code.
3. The
association hereby adopts and incorporates into these bylaws by reference
herein as Attachment I the ComicsPRO Anti-Trust
Compliance Policy (hereinafter referred to as "the Policy").
The association agrees to uphold and enforce the provisions of the Policy to
the fullest extent possible. At the time of adoption the Policy adheres
to the strictest standards of Federal law. The association understands
that future changes in the law may contradict provisions of the Policy.
Therefore, in the case of any contradiction of applicable Federal provisions, that portion of the Policy which is in conflict
shall be considered null and void for purposes of these bylaws. The
association will take all reasonable measures to update and revise the Policy
as necessary to adhere to applicable Federal standards in the area of
Anti-Trust compliance.
ARTICLE III – MEMBERSHIP
1. There
shall be classes of members, including Full Comic Retail Membership, as defined
in Article III, Section 2, and Associate Comic Retail Membership as defined in
Article III, Section 3. The Board of Directors may establish other classes of
voting or non-voting members.
2. Full Comic Retail Memberships.
Businesses which are eligible to become Full Comic Retail Members shall have at
least one storefront location, shall have a valid business tax identification
number, and shall be directly engaged in the retail sale of comic books. Full Comic
Retail Members shall have the right to one vote on any issue presented before
the membership in accordance with these Bylaws, and shall appoint one person as
a representative to cast votes on its behalf at meetings of the Organization
and a person or persons to receive Organization communications. Full Comic
Retail Members with more than one retail outlet or with franchise outlets shall
have only one voting representative.
3. Associate Comic Retail Memberships. Businesses
which are eligible to become Associate Comic Retail Members shall (1) have at
least one storefront location, shall have a valid business tax identification number,
and shall be directly engaged in the retail sale of comic books or (2) shall be in the process of
establishing a retail business for the purpose of the sale of comic books. Associate
Comic Retail Members shall not vote on issues presented before the membership,
and shall appoint one person or persons to receive Organization communications.
4. All
applicants to become members shall complete and sign the application form
provided by the Organization and submit the application to the principal office
of the Organization. Admission decisions shall be made in accordance with
policies and procedures established by the Board of Directors, compliant with
the Organization bylaws, by a Membership Committee. The Membership Committee
shall be a standing committee of the Organization. The Committee shall be
comprised of three Full Comic Retail Members and shall include one current
Director. The participating Director shall be appointed as Chair of the
Committee. The Committee term is one year.
5. Dues
and admission fees for all classes of membership shall be established by the
Board of Directors.
6. All
members shall be subject to and governed by the Articles of Incorporation and
Bylaws. Any member may be expelled for due cause as determined by a two-thirds
vote of the Board of Directors. Adequate reasons for expulsion include but are
not limited to: failure to pay dues, fees, or assessments; failure to meet the
membership criteria after an initial notification of delinquency; failure to
maintain eligibility for membership; bankruptcy; or fraud. Any member proposed
for expulsion shall be given advance written notice including the reason for
the proposed expulsion, the opportunity to contest the proposed expulsion in
writing to the Board of Directors, and, if expelled, the final written decision
of the Board. The expelled member may appeal the Board's decision in writing to
a three-member panel appointed by the President. The decision of the Appeals
Panel is final.
7. Any
member may resign by filing a written resignation with the Board of Directors.
No dues shall be refunded to any member who terminates their membership.
8. Resignation
or expulsion does not relieve a member from liability for dues, fees, or
assessments or other obligations accrued and unpaid as of the effective date of
such actions.
9. Any
member who is delinquent in dues or fees for sixty days shall be notified of
the delinquency and suspended as a member, and shall forfeit all membership
rights and services. If payment of dues or fees is not made within 30 days
following the suspension, the member shall be expelled from the Organization.
ARTICLE IV – BOARD OF DIRECTORS
1. The
business and affairs of this Organization shall be governed by a Board of
Directors.
2. The
Board of Directors shall consist of nine Full Comic Retail Members, including
the Organization’s four officers and five Directors at Large, and will be
elected by the Full Comic Retail Members of the Organization. The Board of Directors shall be representative
of the Organization's diversity.
3. At
a regular date each year, an election shall be held to choose three members of
the Board of Directors and, if necessary, to fill any other vacancies.
Directors serve staggered terms of three years. At least one Director elected
each year shall not have served on the Board within a period of three years.
Directors shall take office at the next regular Board meeting which shall be
schedule to coincide with the election date. No Director shall serve more than
two consecutive terms on the Board, even if one term is not for the full three
years, after which such person shall be ineligible to serve as a Director again
for three years.
a. The terms for the initial Directors shall be
as follows, or until their
successors have
been elected and assume office:
1. three Directors for a three
year term;
2. three Directors for a two
year term;
3. three
Directors for a one year term.
Thereafter,
the appropriate number of Directors shall be elected for three year terms or until their successors
have been elected and assume office.
b. The President,
with the approval of the Board, shall select the Nominating Committee as a
standing committee of the Organization. The Nominating Committee shall present
the Director candidates (including at least one alternate Director candidate)
to the Board for its approval, which shall not be withheld absent good cause,
and shall then present the candidates to the Full Comic Retail Members in
accordance with these Bylaws and procedures adopted by the Board. The Committee
shall be comprised of four Full Comic Retail Members and shall include two
Directors, one a standing Director and one a newly elected Director, none of
whom shall be nominated for a current vacancy on the Board. The standing Director
shall be appointed as Chair of the Committee, with the newly elected Director
to succeed as Chair of the Committee in the following year. The Committee term
is one year. Approximately one hundred and twenty days prior to the annual
election date, the Nominating Committee shall nominate candidates for the Board
of Directors and shall announce the nominations to the Organization.
c. Any Full Comic
Retail Member may submit a petition for a Director candidate. Each petition
shall present only one candidate. Petitions shall be received by the Nominating
Committee on a date set by the Committee approximately ninety days prior to the
annual election date. The petition must be signed by five Full Comic Retail
Members from at least four different states and contain original signatures,
names, addresses, and telephone numbers of the signing Members. Upon receipt of
a valid petition, the Nominating Committee shall add the petitioned candidate's
name to the Director ballot.
d. The Nominating
Committee shall mail ballots to all eligible voting members at least thirty
days prior to the annual election date.
e. The ballots for
Directors are to be marked by Full Retail Members with a sliding scale as to
who they wish to elect. Each voter will be asked to provide 1st
choice, 2ND choice, and 3rd choice for the nominated
Directors. Directors will get 3 votes for a first choice, 2 votes for a
second choice, and 1 vote for a 3rd choice.
f. The Director
candidates receiving the most votes for the Director positions available out of
the total number of ballots marked and returned shall be elected, subject to
verification by Secretary of the Organization. In the case of a tie vote for
the last Directorship up for election, the tie shall be broken by a vote of the
sitting Board, with any Directors that had been included in that year’s
balloting abstaining. In the case of a subsequent tie the President shall
cast the deciding vote.
4. If
a vacancy occurs, the President shall make a recommendation to the Board of
Directors and the Board shall appoint a Full Comic Retail Member to fill any
vacancy, whether it is an Officer or a Director at Large position, occurring on
the board. Said appointee shall complete the unexpired term.
5. A
Director may be removed for adequate reason by a two-thirds vote of the Board
of Directors, with the Director being considered for removal not participating
in the vote. Adequate reason may include, but is not limited to, not fulfilling
his or her assigned duties or being absent from two regularly called meetings
without good and sufficient cause shown.
6. The
Board of Directors shall meet twice annually and each meeting shall be in a
different calendar quarter. One of the regular meetings of the Board shall
coincide with the annual election date of new Directors and Officers, during
which the elected members shall begin their terms. There shall be notice
provided to the Directors by any reasonable means at least fifteen business
days prior to each regular meeting. A special meeting of the Board may be held
with notice provided by any reasonable means of at least forty-eight hours
prior to the meeting. The presence of five Directors constitutes a quorum at
any meeting. A majority vote of Directors at a meeting at which a quorum is
present is necessary to take action. Proxy voting is not permitted. Upon prior
authorization by the Board, a Director may participate in any Board meeting via
conference call and shall be counted as present for purposes of quorum and
voting.
10. A
Board member may resign by delivering or mailing his or her resignation to the
President or by submitting it to the Board at any regular or special meeting.
Such resignation shall be effective upon receipt, unless specified to be
effective at some other time and acceptance thereof shall not be necessary to
make it effective.
11. Directors
are not compensated for their services, but will receive reimbursement for
expenses pre-authorized by the Board.
12. The
Board may establish other policies and procedures for Directors and Officers.
ARTICLE V – OFFICERS
1. The
Officers of the Organization are the President, President Pro Tempore,
Recording Secretary, and the Treasurer / Corporate Secretary. The
Officers shall serve for a term of one year and until the election of their
successors.
2. Officers
must be members of the Board of Directors who have served on the Board for at
least one year prior to the date of assuming office. The Board shall appoint,
for a one year term, a Director to assume office as Recording Secretary and a
Director to assume office as Treasurer / Corporate Secretary. The appointed
Directors shall assume office at the regular Board meeting which will coincide
with the annual election date.
3. After
the appointment of the next Treasurer / Corporate Secretary, any Director who
is eligible for, and willing to fulfill the duties of, the next term of office
of President shall be listed on the same ballot as the new Director candidates,
which shall be presented to the voting members of the Organization at least
thirty days prior to the annual election date. The Director who receives the
most votes shall assume the office of President. Upon completion of the
election and the seating of the newly elected board, the board shall elect one
of their number to be President Pro Tempore. The
President Pro Tempore shall preside over meetings where the President is
unavailable, in instances where the President may recuse
himself, or any such duties as are delegated or assigned by the President or
the Board of Directors, and shall assume the duties of the President in the
event that the President is unable to serve. The number of terms of Office
shall not be limited, except by the number of years a Director can serve on the
Board.
4. The
President shall preside at all meetings of the members of the Organization and
of the Board of Directors. The President shall make all required appointments
of standing and special committees, and shall serve as an ex-officio member of
all committees, and shall perform such other duties as may be prescribed by the
Board of Directors.
5. The
Recording Secretary shall oversee the proper recording of the proceedings and
meetings of the membership and the Board of Directors,
shall ensure that accurate records are maintained, shall verify the results of
all polls and elections of the voting membership, and shall perform such duties
as are delegated or assigned by the President or the Board of Directors.
6. The
Treasurer / Corporate Secretary shall oversee the Organization’s funds and records,
shall collect dues and fees, shall prepare or review the preparation of any and
all applicable tax returns and the filing of such, shall present a proposed
budget on an annual basis to the Board, shall report on the financial condition
of the Organization at all meetings of the Board and the membership, and shall
perform such duties as are delegated or assigned by the President or the Board
of Directors. The Treasurer/Corporate Secretary shall supervise the membership
application process, the membership dues collection and notification of
Members.
7. If
an Office becomes vacant for any reason, it will be filled by the Board for the
rest of the term.
8. Officers
are not compensated for their services, but will receive reimbursement for
expenses pre-authorized by the Board.
ARTICLE VI – COMMITTEES
1. The
standing committees of the Comics Professional Retailer Organization shall
include a Nominating Committee, as described in Article IV, Section 3 and a
Membership Committee, as described in Article III, Section 4. Other committees
can be created and dissolved by the Board of Directors on an as needed basis.
2. Actions
of all committees specifically involving contracts or matters regarding
expenditures of a previously approved budget shall be subject to the approval
of the Board of Directors.
ARTICLE VII – MEETINGS & QUORUM
1. The
meetings of the Board of Directors shall be at the call of the President.
Special meetings of the Board may be called by a petition of five Directors
with a request to the President, upon whom it shall be mandatory to call the
meeting. Five Directors must be present at a regular or special meeting of the
Board of Directors to constitute a quorum.
2. The
Organization may hold an annual meeting of the membership in a time and place
designated by the Board of Directors. Notice of the meeting, specifying the
business to be conducted, shall be provided to the membership at least thirty
days prior to the meeting.
3. Special
or general meetings of the membership of the Organization may be called by the
Board of Directors, or by the President upon written request of twenty percent
of the Full Comic Retail Members. Notice of the meeting shall have the same
requirements as for an annual meeting.
4. Except as provided in Article IX, hereof, for
any voting matter presented to the voting membership of the Organization beyond
the elections of Directors and Officers, a response of 20% of the voting
members or 10 voting members, whichever is greater, constitutes a quorum
whether the vote takes place in person at a meeting, or via mail or other
written response methods determined in the procedures of the Board of
Directors. The Board of Directors may establish methods of voting without a
meeting as allowed by law. A majority of the responses, when a quorum is
reached, is necessary to take formal action.
ARTICLE VIII – ADMINISTRATION
1. The
Board of Directors shall appoint a Chief Executive Officer, who is the
principal manager and administrator of the Organization and is responsible for
the daily operation of the corporation, and who shall be compensated for his or
her work with a salary designated by the Board of Directors. The Chief
Executive Officer may engage staff or consultants and is responsible for the
Organization’s employees and volunteers.
2. The
finances of the corporation shall be deposited in financial institutions
designated by the Board of Directors. On an annual basis, the Board of
Directors shall approve a budget for the Organization. All purchases made by
the corporation and all contracts entered into shall be under the direction of
the Board of Directors. No officer, director or member shall enter into any
contract for or on behalf of the corporation unless approved by the Board of
Directors.
3. The
Board of Directors may establish governing procedures consistent with the
Bylaws of the corporation.
4. The
Board may enact, amend or repeal Bylaws suitable for the conduct of the
business of the corporation at any meeting, with a two-thirds vote. The entire
Board must receive notice of the proposed changes at least 15 days prior to the
meeting where the voting will occur.
5. The
Directors, Officers, employees and agents of the corporation shall be
indemnified by the corporation to the fullest extent permissible by law against
claims for liability arising in connection with their positions or activities
on behalf of the Organization..
ARTICLE IX – ACTIONS AND PAPERS
1. An
"Official Position" is any statement of principles, policy report, prospectus, statement of belief or platform of the
Organization.
2. A
"Board Action" is an Official Position of the Organization that must
be published in less than forty-eight (48) hours, as determined by the
unanimous agreement of the Board of Directors.
3. Any
proposed Official Position or Board Action shall be made available to all
voting members by the Board of Directors as allowed by law.
4. The
procedure for releasing an Official Position of ComicsPRO
shall be as follows: Proposed Official Positions,
hereinafter referred to as "Position Papers" shall be prepared by the
"Position Paper Committee." A majority of the board of
Directors shall present the final draft of a "Position Paper," as
determined by the "Position Paper Committee," to the voting members,
in its entirety. A "Position Paper" shall not be deemed an
Official Position, except as provided in Article IX, Section 5, and no Official
Position is taken or may be disseminated to any person or agency by any method
without the express approval of sixty-seven percent (67%) of voting members who
cast their vote. No quorum is required for purposes of creating an
Official Position and no other Article or Section of this agreement providing
to the contrary is applicable to this Article. No vote shall last more
than thirty days. A "Position Paper" that fails to become an Official
Position may not be amended without resubmission to the "Position Paper
Committee" by a majority vote of the Board of Directors. Any
"Position Paper" so amended must be presented using the same procedures
provided herein as though it were a new "Position Paper."
5. The
Board of Directors may release a Board Action if the Board of Directors
unanimously agree that there is a time-sensitive issue
of such gravity that a vote on an Official Position must be precluded because
of insufficient time to arrange a formal vote. A Board Action must be
specifically marked as being from the Board of Directors before it is
disseminated. For purposes of this Section, a member of the Board of
Directors may give his or her proxy to another member of the Board of
Directors. If a member of the Board of Directors is unable to vote and
has not given his or her proxy, no Board Action may be disseminated.
ARTICLE X – DISSOLUTION
1. Dissolution
of the Comics Professional Retail Organization may occur with the two-thirds
vote of the voting membership present at a Special Meeting called for that
purpose in which case all assets shall be distributed to one or more recognized
and qualified charitable, educational or scientific organizations selected by
the Board of Directors. Notice of the meeting shall be provided to the
membership at least thirty days prior to the meeting date.