THE AMERICAN PRINTING HISTORY ASSOCIATION, INC.

BY-LAWS

Article I. INCORPORATION AND LOCATION

Section l: Name. The legal name of this organization will be The American Printing History Association, Inc., and the notice of incorporation will appear where legally required. For other purposes, the organization may be referred to as The American Printing History Association, the Association, or APHA.

Section 2: Legal Status. The Association was incorporated under the New York State Not-for-Profit Corporation Law on June 25, 1974, with perpetual existence, and was granted a tax exemption under Section 501(c) (3) by the Internal Revenue Service in August 1975.

Section 3: Principal Office. The principal office of the Association will be maintained in New York City as required by its Certificate of Incorporation. The present address of the principal office is Post Office Box 4519, Grand Central Station, New York, New York 10163-4519. The Annual Meetings of the Association will be held, and its books will be kept, in New York City.

Article II. OBJECTIVES

The Association will have the following scholarly, educational and charitable objectives:

1) To encourage the study of printing history, especially American printing history, in all its facets from a world context to national, regional, state and local interests, and including all the arts and technologies relevant to printing, book arts and letter forms;

2) To produce and promote publications, exhibitions, conferences, lectures and other functions, at both national and local levels, by which information and ideas relating to printing history may be exchanged;

3) To foster the development and maintenance of libraries and museums for the preservation of materials bearing on printing history, including specimens of printing and the equipment and materials used in printing; and

4) To cooperate with other organizations, institutions and individuals to recognize the central importance of printing to mankind.

Article III. MEMBERSHIP

Section 1: Classes. The classes of membership will be as follows:

1. a) Personal or Individual Members, who signify, by application for such membership, their commitment to the objectives of the Association.

2. b) Institutional Members, limited to libraries and other organizations having purposes consonant with those of the Association which apply for such membership.

3. c) Contributing Members, limited to those Personal Members and Institutional Members of the Association who contribute, in addition to the specified annual dues for their respective class of membership, an amount equal to or greater than a sum to be specified by the Board of Trustees.

4. d) Student Members, limited to those Personal Members of the Association who are currently enrolled in an educational institution and whose student status is certified in writing by an instructor or by a photocopy of a current, valid student identification card.

5. e) Chapter Members, limited to those Personal Members and Institutional Members of the Association who apply for membership in a Chapter of the Association under these By-Laws.

6. f) Sustaining Members, limited to Personal and Institutional Members, and to corporations which demonstrate a strong commitment to the objectives of the Association through a contribution of an amount equal to or greater than a sum to be specified by the Board of Trustees. The Board may, at its discretion, give special recognition to such members.

Section 2: Honorary Members. In addition, the Board of Trustees may, by unanimous ballot, confer honorary membership upon individuals, whether members of the Association or not, who have made outstanding contributions to the fulfillment of the objectives of the Association. Such honorary members will be exempt from the payment of dues to the Association.

Section 3: Chapters. Regional groups of Personal Members and Institutional Members may be accepted by the Board of Trustees as Chapters of the Association; provided, however, that the bylaws of such a Chapter and subsequent changes in such by-laws will be reviewed by the Board of Trustees and approved by a majority vote upon its satisfaction that the Chapter’s objectives and activities are compatible with the objectives, responsibilities and welfare of the Association. The members of each such Chapter will from time to time elect a president or other person to represent them at the Board of Trustees.

Section 4: Right to Vote. Only Personal Members will have the right to vote, hold office, or make nominations and petitions. Personal members may not vote by proxy.

Article IV. MEETINGS

Section 1: Annual Meeting. An Annual Meeting of the members will be held each year in the month of January at a time and place to be specified by the Board of Trustees, unless postponed for exceptional reasons. Notice of the Annual Meeting will be mailed to all members at least thirty days in advance. Those members present who have the right to vote will constitute a quorum. Any matter pertinent to the objectives or operation of the Association may be brought to the floor by any voting member, and determined by a majority vote, except as otherwise provided in these By-Laws.

Section 2: Special Meetings. If a majority of the Board of Trustees determines that circumstances so require, a special meeting of the members may be called at any time in the same manner as the Annual Meeting.

Article V. THE BOARD OF TRUSTEES

Section 1: Duties of the Board. The Association will be governed and its affairs managed by the Board of Trustees pursuant to the Association’s Certificate of Incorporation and these By-Laws. The Board will have control and management of the funds of the Association and will possess all the powers and conduct all the functions of the Association as may be authorized by law.

Section 2: Composition of the Board. The Board of Trustees will consist of the elected officers of the Association, the editors of the journal Printing History and of The APHA Newsletter, the president or other representative designated by each Chapter of the organization, nine additional trustees, and the most immediate past President of the Association who is available, if that person is not a member of the Board in some other capacity. If an Executive Secretary has been appointed pursuant to these By-Laws, he or she may also be invited by the Board to attend meetings of the Board as a guest but will not be a voting member thereof.

Section 3: Meetings of the Board. The Board will meet at least quarterly. The date and place of the first meeting after the Annual Meeting will be set at a caucus of the members of the incoming Board to be held on the date of the Annual Meeting. The arrangements for such a caucus will be made prior to the Annual Meeting by the President. The dates and location of the subsequent regular meetings of the Board during the year will be set at a meeting on the day of the Annual Meeting. In addition a special meeting of the Board may be called at any time by the President or upon written request of at least three Board members to the Secretary, who will in each case give ten days’ written notice of such meeting to all members of the Board. The presence of six members of the Board will constitute a quorum to conduct business at any meeting of the Board. The President will chair a meeting of the Board or, if the President is unavailable, the members of the Board present, if a quorum, will elect one of their number to chair the meeting.

Section 4: Executive Committee. The Board may establish an Executive Committee consisting of the elected officers and delegate to it such interim powers as it deems appropriate, provided, however, that the Executive Committee will not have authority to act in cases where these By-Laws require action by the full Board. Absent a contrary resolution by the full Board, the Executive Committee will have only those powers normally delegated to such bodies by boards in similar organizations. The Executive Committee may take action without a formal meeting by polling all its members.

Section 5: Professional Services. The Board may by simple majority vote appoint legal counsel and auditors from time to time as required, and vote appropriate payment for their professional services.

Section 6: Paid Staff. By a two-thirds vote, the Board may at its discretion employ one or more paid staff members, either full-time or part-time, and may enter into contracts with such employees. If any such employee is also a Board member, the stipulations of his or her contract will supersede conflicting provisions of these By-Laws relating to official status and terms of office.

Section 7: Salaries. Except as provided in the preceding section, no member of the Board will receive any salary or compensation whatsoever for official services to the Association. This restriction will not, however, be construed to prevent reimbursement of out-of-pocket expenses incurred in the appropriate fulfillment of authorized activities, subject to limits that may from time to time be established by the Board.

Section 8: Vacancies. If the position of any officer of the Association or any other member of the Board should become vacant due to the death, incapacity, resignation or removal of the incumbent in that position before the expiration of the term for which he or she was elected or appointed, then the remaining members of the Board may by a simple majority vote elect a successor to fill that position for the remainder of the unexpired term. The successor chosen to fill a vacant office will be one of the remaining Board members, but the successor chosen to fill a vacant Board seat other than an officer may be any member of the Association in good standing. Such action may be taken at a Board meeting or by polling all members of the Board without a meeting.

Article VI: OFFICERS AND OTHER BOARD MEMBERS

Section 1: Officers. The Officers of the Association will be the President, the Vice President for Programs, the Vice President for Publications, the Vice President for Membership, the Secretary, and the Treasurer. These officers will be elected at the Annual Meeting of the Association in an even numbered year for a two-year term, and beginning with the election to be held in January 1996, no officer except the Treasurer may hold the same office consecutively for more than two full terms. The officers will have the duties and perform the functions customarily assigned to such officers in similar organizations, with such others as may be specifically assigned by these By-Laws or from time to time by the Board.

Section 2: President. The President will be the principal administrator responsible for conducting the activities and operations of the Association within the policies and budgets established by the Board. The President will report to the Annual Meeting upon the state of the Association and will chair meetings of the Board if available. Except as otherwise provided in these By-Laws, the President will appoint and remove agents of the Association and fix their duties.

Section 3: Vice President for Programs. The Vice President for Programs will be responsible for overall planning of future activities of the Association and also serve as liaison in coordinating the programs of the Chapters. The Vice President for Programs will also be responsible for such other duties as may be delegated by the President of the Board.

Section 4. Vice President for Publications. The Vice President for Publications will be responsible for the Association’s publications program, including the journal Printing History, The APHA Newsletter, and the various occasional publications to be issued or sponsored by the Association, and for planning and producing all other printed material as the Board may direct. In addition, the Vice President for Publications will also be responsible for such other duties as may be delegated by the President of the Board.

Section 5: Vice President for Membership. The Vice President for Membership will be responsible for a membership development program, for coordinating the reporting of chapter activities to the Board and newsletter editor, and for other such duties as may be delegated by the President of the Board.

Section 6: Secretary. The Secretary will keep the minutes of all meetings of the Board and issue such formal notices as may be required by these By-Laws or requested by the President. Except as may be delegated by the Board to a professional staff member or agent of the Association, the Secretary will be responsible for the taking of minutes of each meeting of the Board and of the Annual Meeting, and will give notice of all meetings as required.

Section 7: Treasurer. Except as may be delegated by the Board to a professional staff member or agent of the Association, the Treasurer will submit an annual financial report to the membership, as part of the Association’s Annual Report; submit periodic financial reports at Board meetings; file tax returns and other governmental forms; keep all securities, contracts, and property of the Association; pay bills approved by the Board or the President; and record all financial transactions of the Association. The Treasurer will be appropriately bonded by the Association at such time as the sums involved in the judgment of the Board warrant such bonding.

Section 8: Other Trustees. Each of the nine Trustees who is not an officer will be elected at the Annual Meeting of the Association for a three-year term. One third of the Trustees will be elected each year. Unlike the officers, these Trustees will not have specific duties but will participate in the meetings of the Board to the same extent as the officers. Such a Trustee may not serve in this capacity consecutively for more than two full terms.

Section 9: Editors. The editors of Printing History and of The APHA Newsletter will be appointed from time to time by the President, with the approval of the Board, to serve at the pleasure of the Board. They will be responsible for the editing, production and distribution of their respective publications under the general oversight of the Vice President for Publications.

Section 10: Executive Secretary. From time to time the Board may appoint an Executive Secretary of the Association, who will be an employee of the Association at such salary and on such other terms as the Board may determine. The President will specify the duties of the Executive Secretary in consultation with the Board, and these may include the safe keeping of the Association’s corporate seal, its minutes and other records of the Association’s business affairs, the maintenance of its membership rolls and the conduct of its official correspondence. The Executive Secretary will be appropriately bonded by the Association at such time as the value of the property in his or her custody in the judgment of the Board warrants such bonding.

Article VII: STANDING COMMITTEES

Section 1: Formation. Committees contemplated or permitted by these By-Laws, other than the Nominating and Executive Committees, may from time to time be established or terminated by the Board. The duties and functions of any such committees will be as detailed by the President within the general purposes of that committee.

Section 2: Committee Chairs. The Chairs of the committees established by the Board, other than the Nominating or Executive Committees, will be elected by the Board for a one-year term upon nomination by the President from among the Personal Members of the Association. Election will be by a simple majority vote of the Board. No individual may hold the same chair consecutively for more than two terms. The Chair of such a committee may be removed from office by a ballot of those Board members present at a Board meeting, provided that the Chair in question is notified by the Secretary in ample time of the proposed action and is given full opportunity to speak to the proposed removal.

Section 3: Duties of Committee Chairs. The Chairs of committees established by the Board, other than the Nominating and Executive Committees, will conduct the affairs of their respective committees, preside at their committees’ meetings, and act as liaison with the President, the Board and other committees. The Chairs will select their own committee members, subject to the approval of the Board, except that at least one member must be a holdover from the previous year if possible and if the Chair did not serve as a member the previous year.

Article VIII: ELECTION PROCEDURE

Section l: Nominating Committee. The Nominating Committee will be appointed annually and be composed, if possible, of five Personal Members of the Association including the most immediate Past President of the Association, who will serve as Chair, and at least one member who served on the Nominating Committee in the preceding year. The Nominating Committee will be proposed by the President and elected by the Board by a simple majority vote at least six months before the next Annual Meeting. The Nominating Committee will present a report in writing to the Secretary at a Board meeting no later than three months before the Annual Meeting, nominating at least one qualified member for each position on the Board which will be vacant at the Annual Meeting. The Nominating Committee will obtain the permission of each nominee that his or her name may be put on the ballot.

Section 2: Notification. Notice of the nominations of the Nominating Committee will be sent to the entire membership by the Secretary with the notice of the date and place of the Annual Meeting. Additional nominations for any elective office may be made in writing signed by any five Personal Members and delivered to the Secretary at least twenty days before the meeting date. Such nominations will be accompanied by the written permission of the nominees that their names may be proposed at the Annual Meeting.

Section 3: Ballots. In the event that there are more nominees than one for any elective position to be filled, the Secretary will report the names of all the nominees at the Annual Meeting, the first name presented for each position being that of the nominee of the Nominating Committee, with all other nominees listed thereafter in alphabetical order. Printed ballots will then be distributed to the members at the Annual Meeting who are eligible to vote. The ballots will be collected and tallied by impartial tellers to be named by the President, and the results promptly announced.

Section 4: Taking Office. The candidates elected will assume their respective Board positions as of the adjournment of the Annual Meeting, and the incumbent members of the Board will remain in office until duly succeeded.

Article IX: FINANCES

Section l: Fiscal Year. The fiscal year of the Association will begin January 1 and end December 31.

Section 2: Financial Affairs. The financial affairs of the Association will in general be overseen by the Treasurer, subject to the approval of the Board and, if the Board so requires, to audit by independent auditors chosen by the Board.

Section 3: Dues. Dues will be determined by the Board as it deems necessary, and will be payable on January 1 of each year. After May 1 each year, membership publications will be sent only to members not then delinquent in their dues for the year. The dues of new or reinstated members will be accepted according to procedures to be established by the Board of Trustees.

Article X: LEGAL RESPONSIBILITY

Section 1: Personal Liability. No individual will be personally liable to the Association or to any member as a result of any act, omission, mistake, error of judgment or negligence occurring while he or she was a member of the Board, unless his or her fraud or other willful violation of law in the discharge of duties of the Association is proven. No private property of a Board member or other member of the Association will be subject to the payment of debts of the Association.

Section 2: Indemnification. Any person made, or threatened to be made, a party to any action or proceeding, whether civil or criminal, by reason of the fact that he, his testator or his intestate, is or was a member of the Board or paid staff of the Association, will be indemnified by the Association to the full extent permitted by law.

Section 3: Conflicts of Interest. Any officer or member of the Board who knows or has reason to know that the best interests of the Association respecting a particular matter are in conflict, either directly or indirectly, with his or her personal interest, or the interest of a family, group or organization of which he or she is a member, will be expected to disclose all facts relevant to such conflict of interest immediately in writing to the Board and also to abstain from taking any action or from participating in any decision affecting that particular matter unless otherwise expressly authorized by the Board in advance with full knowledge of the relevant facts. As a condition to giving such an authorization, the Board may require the officer or member to agree to indemnify and hold the Association harmless from and against any loss or damage resulting from the conflict of interest, or to remit to the Association any gain resulting therefrom or, if necessary, to resign from his or her position in order to avoid impropriety or the appearance thereof detrimental to the best interests of the Association.

Article XI: PROCEDURAL MATTERS

 In any parliamentary question not determined by these By-Laws, the latest edition of Robert’s Rules of Order, will govern.  Otherwise proper actions taken  by the “Association will not be invalidated merely by minor infractions of procedural rules speed in these By-Laws unless an intention to deprive members of substantial rights is proven.

Article XII: INTERPRETATION AND AMENDMENT

Section l: Interpretation. Interpretation of the Association’s Certificate of Incorporation and of these By-Laws is the responsibility of the Board. Appeals from such an interpretation by the Board may be made to the membership at the Annual Meeting, provided that written notice of the intention to appeal is filed with the Secretary at least forty days before the Annual Meeting.

Section 2: Proposal. Amendment to these By-Laws may be proposed by any Board member or by the signed, written proposal of at least five Personal Members of the Association addressed and delivered to the President. A representative of such a group of five or more may also request an opportunity to be heard by the Board in support of its proposal.

Section 3: Adoption by Board. Any provision of these By-Laws may be amended by the Board upon a two-thirds majority vote of Board members present and voting at two successive Board meetings; provided, however, that this Section may itself be amended only by a two-thirds vote of the membership represented at an Annual or specified meeting of members.

[Amended October 2002. Adopted April 2003.]