Our Bylaws

The Bylaws of

Indie Author Book Expo

A Nonprofit Corporation

Our purpose is to unite readers, writers, and authors to build better books, making books more affordable and accessible to everyone. We offer writers free resources for homing in their skill before launching a book. Reaching out to readers, we are building book clubs, and introducing them to new and exciting authors. Then we help authors find readers through our award-winning book expos. These expos give readers a chance to talk with the authors and provide readers the opportunity to discover new books through the passion of the person who wrote them. We also encourage artists and local crafters to join us since small, local businesses are important to the communities we live in.

Article 1

Company Formation

  1. FORMATION. This Corporation is formed pursuant to the laws of the state of Iowa incorporation, as stated in the Articles of Incorporation for the Corporation.
    1. CORPORATE CHARTER COMPLIANCE. The Board of Directors (the “Board”) acknowledges and agrees that they caused the Articles of Incorporation to be filed with the respective state office and all filing fees have been paid and satisfied.
    1. REGISTERED OFFICE & REGISTERED AGENT. The registered office of the corporation shall be located within the state of incorporation and may be, but need not be, identical with the principal office. The address of the registered office may be changed from time to time. The Board is obligated to maintain and update the corporate records on file with the Corporation’s registered agent.
    1. OTHER OFFICES. The Corporation may have other offices, either within or outside of its state of incorporation, as selected by the Board.
    1. CORPORATE SEAL. The Board may adopt a corporate seal with the form and inscription of their choosing; however, the adoption and use of a corporate seal is not required.
    1. PURPOSE. Consistent with the Articles of Incorporation, and until such time that the Articles of Incorporation have been amended, this Corporation is formed to engage in any lawful public tax-exempt nonprofit business purpose.
    1. ADOPTION OF BYLAWS. These corporate Bylaws have been adopted by the Board on behalf of the Corporation.

Article 2

Board of Directors

2.01   INITIAL MEETING OF THE BOARD. The Board has conducted and completed the initial meeting necessary to begin the business operations of the Corporation, including the adoption of these Bylaws.

The Indie Author Book Expo Board will meet regularly on the third Thursday of every month from 7 pm to 9pm CST. Times may be changed as needed to accommodate board Directors and promote attendance.

2.02   POWERS AND NUMBERS. The management of all the Corporation’s affairs, property, and interests shall be managed by or under the direction of the Board. Officers and Directors need not be Directors of the Corporation or residents of the state of incorporation to qualify and serve the Corporation as an officer or member.

   The Board consists of four (4) officers, who are founders and who are offered a lifetime term. Once retired the Board will duly elect and qualify at the following annual meeting of the Board. Also consisting of three (3) Directors.

2.03   OFFICER AND MEMBER LIABILITY. Each Officer and member are required, individually and collectively, to act in good faith, with reasonable and prudent care, and in the best interest of the Corporation. If an officer or member acts in good faith and in a manner that is reasonably in line with the best interests of the Corporation as determined by a reasonably prudent person situated in similar circumstances, then they shall be immune from liability arising from official acts on behalf of the Corporation. Officers and Directors who fail to comply with this section of these Bylaws shall be personally liable to the Corporation for any improper acts and as otherwise described in these Bylaws.

2.04   CLASSES OF OFFICERS AND DIRECTORS. Until such a time as these Bylaws are accordingly amended, the Corporation does not have classes of directors.

2.05   ELECTION OF OFFICERS AND DIRECTORS. Directors are to be voted on and elected at each annual meeting of the Board unless a special meeting is expressly called to remove a member or fill a vacancy. If a member is elected but is not yet qualified to hold the position, then the previous member shall holdover until such time that the newly elected member is so qualified. This procedure will also be used to select new officers once the founding officers retire or are removed.

2.06 REMOVAL OF OFFICERS AND DIRECTORS. At any meeting of the Board called expressly for that purpose, any officer or member, including the entire Board, may be removed by an affirmative unanimous vote by the current Board. If the Board votes to remove the entire Board, then the President, Treasurer, and Secretary will serve as the interim Board until officers and Directors are duly elected to the Board pursuant to these Bylaws.

2.07 VACANCIES. All vacancies on the Board may be filled by an affirmative vote of a majority of the officers and Directors. Any Officer elected to fill a vacancy which results from the removal of an officer shall serve the remainder of the term of the removed officer and until a successor is elected by the Board and qualified. Any individual who fills a vacancy on the Board shall not be considered unqualified or disqualified solely by virtue of being an interim director.

2.08   REGULAR MEETINGS. The meetings of the Board or any committee may be held at the Corporations principal office or at any other place designated by the Board or its committee, including by means of remote communication.

2.09   SPECIAL MEETINGS. Special meetings of the Board may be held at any place and at any time and may be called by the President, Vice President, Secretary, or Treasurer, or any member. Any special meeting of the Board must be preceded by at least forty-eight (48) hours’ notice of the date, time, place, and purpose of the meeting, unless these Bylaws require otherwise.

2.10   ACTION BY OFFICERS WITHOUT A MEETING. Any action which may be taken at a meeting of the Board (or its committee) may be taken without a meeting, provided all officers (or committee Directors) unanimously agree, and such unanimous consent is included in the minutes of the proceeding, filed with the corporate books/records, and sets forth the action taken by the Board.

2.11   NOTICE OF MEETINGS. Regular meetings of the Board must be held with reasonable notice of the date, time, place, or purpose of the meeting. Notice may be given personally, by email, by facsimile, by mail, or in any other lawful manner, so long as the method for notice comports with Article 6 of these Bylaws. Oral notification is sufficient only if accompanied by a written record of the notice in the corporate books/records. Notice is effective at the earliest of:

a. Receipt.

 b. Delivery to the proper address or telephone number of the director(s) as shown in the Corporations records; or

 c. Five (5) days after its deposit in the United States mail, as evidenced by the postmark, if correctly addressed and mailed with first-class postage prepaid.

2.12   QUORUM. A simple majority of the current officers and Director’s present prior to the start of a meeting constitutes a quorum, and a quorum is necessary at all meetings creating an action to transact business on behalf of the Corporation.

2.13   MANNER OF ACTING. Subject to the laws of the state of incorporation, as may be amended from time to time, the act of the majority of the officers and Directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board unless the Articles of Incorporation require a greater percentage.

2.14   WAIVER OF NOTICE. An officer or member waives the notice requirement if that officer or member attends or participates in the meeting unless an officer or member attends the meeting for the express purpose of promptly objecting to the transaction of any business because the meeting was not lawfully called or convened. An officer or member may waive notice by a signed writing, delivered to the Corporations for inclusion in the minutes, before or after the meeting.

2.15   REGISTERING DISSENT. An officer or member who is present at a meeting at which an action on a corporate matter is taken is presumed to have assented to such action unless the officer or member expressly dissents to the action. A valid dissent must be entered in the meeting’s minutes, filed with the meeting’s acting Secretary before its adjournment, or forwarded by registered mail to the Corporation’s Secretary within twenty-four (24) hours after the meeting’s adjournment. These options for dissent do not apply to an officer or member who voted in favor of the action or failed to express such dissent at the meeting.

2.16   EXECUTIVE AND OTHER COMMITTEES. The Board may create committees to delegate certain powers to act on behalf of the Board, provided the Board passes a resolution indicating such creation or delegation. The Board may delegate to a committee the power to appoint Directors to fill vacancies on the committee. All committees must record regular minutes of their meetings. The creation or appointment of a committee does not relieve the Board or individual officers or Directors from their standard of care described in Section 2.03 of these Bylaws.

2.17   REMUNERATION. The Board may adopt a resolution which results in officers and Directors being paid a reasonable compensation for their services rendered as officers or Directors of the Corporation, provided the compensation is less than the operating costs of the Corporation. Officers and Directors may also be paid a fixed sum and expenses, if any, for attendance at each regular or special meetings of such Board. Nothing contained in these Bylaws precludes an officer or member from receiving compensation for serving the Corporation in any other capacity, including any services rendered as an officer, employee, or third-party service provider. At any time, a resolution of the Board that grants compensation to an officer or member may be challenged by another officer or member, provided the challenging officer or member requests a special Board meeting specifically addressing the resolution related to officer and member compensation. Any officer or member who votes for a resolution related to officer or member compensation may be held liable under Section 2.03 of these Bylaws if the resolved officer or member compensation is unreasonably excessive, violates any section of Article 2 of these Bylaws, or unreasonably jeopardizes the nonprofit or tax-exempt status of the Corporation.

2.18   LOANS. No loans may be made by the Corporation to any officer or member.

2.19   INDEMNIFICATION. Provided the officer or member complies with the standard of care described in Section 2.03 of these Bylaws, the Corporation shall indemnify any officer or member made a party to a proceeding, brought or threatened, as a consequence of the officer or member acting in their official capacity. In the event an officer or member is entitled to indemnification by the Corporation, the officer or member shall be indemnified or compensated for reasonable expenses incurred as a consequence of being connected to the Corporation and serving in good faith on its behalf.

2.20   ACTION OF OFFICERS OR DIRECTORS BY COMMUNICATIONS EQUIPMENT. Any action which may be taken at a meeting of the Board, or a committee, may be taken by means of a telephone or video conference or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. An officer or member participating in a meeting by remote means is deemed to be present in person at the meeting.

Article 3

Officers and Directors

3.01   DESIGNATIONS. Founding Board Directors Jennifer Thompson, Annie Ale, Jenny Stone, and Brian K. Morris are to remain in their officer positions until such a time that they decide to depart from the board, or they retire from the board. Unless federal or state laws are broken, not including minor infractions, at which time the offending member will be terminated. A new officer will be voted in shortly after.

New Directors applying for an officer position must have the following:

  • Great communication skills
  • The ability to make 95% of board meetings.
  • Have a knowledge of the office position requirements as stated above, and the ability to perform the duties required of the officer.

The application must include name, address, phone number, email address, references, and an interest in books.

Applicants must be highly motivated, creative, and have great communication skills (both written and verbal). Must take part in 2 committees. Must pass a criminal background check.

The Indie Author Book Expo does not and will not discriminate against anyone for any reason including race, sexual orientation, gender identity, age, etc.

Process of applying to be a board member (no officer title):

When an opening becomes open on the Indie Author Book Expo Board applicants must provide a completed application.

The application must include name, address, phone number, email address, references, and an interest in books.

 Applicants must be highly motivated, creative, and have great communication skills (both written and verbal). Must take part in one committee. Must pass a criminal background check.

All applications will be reviewed by the board before a vote is held to determine the best candidate for our needs. The decision must be unanimous.

The Indie Author Book Expo does not and will not discriminate against anyone for any reason including race, sexual orientation, gender identity, age, etc.

3.02   REMOVAL AND RESIGNATION OF OFFICERS.

Removal of a Board Member

Should any member of the Indie Author Book Expo acts in a way that negatively effects the Indie Author Book Expo, including but not limited to:

  • Leaking of private information
  • Unauthorized use of company fund
  • Defacing the company on social media
  • Stealing of any kind
  • Discrimination of any kind for any reason
  • Threats of self-harm or harm of others in anyway.

 Said member will be removed from the situation immediately. Written statements of all involved will be presented to the remaining board Directors. At that time the board will review the extent of damage and cost of repairs, if any. Lastly the remaining board Directors will vote on the termination of the member in question. If there is a tie, the president will make the deciding vote.

3.03   PRESIDENT:

Final decision regarding, but not limited to:

  • Requests to spend funds of any kind.
  • Events for mobile bookstore/s.
  • Expo event locations.
  • Merchandise.
  • Number of mobile bookstores in operation.

Creating a consignment form for authors. Consigning authors and distributing books to mobile bookstores. Submitting new authors to the Treasurer.

Creating and sharing the process for requesting funds and how to submit receipts for proof of purchase. No funds will be given until a profit is made by the mobile bookstore/s.

Website and blog operations including collecting board member photographs and bios. Also responsible for all social media and newsletters.

If the Secretary can not make a meeting for any reason, it is the responsibility of the President to take notes of the meeting. Then email the record to all board Directors.

3.04   VICE PRESIDENT:

 Sending all reminder emails for meetings.

 Creating art consignment form. Consigning artists and distributing the art to mobile bookstores, including her own art. Submitting new artists to Treasurer.

Participating in blog at least twice per fiscal year via interviews and articles providing writer resources or writing tips.

3.05   TREASURER:

Tracking income via Square.

 Sending reimbursement payments once completed form and receipts are submitted. Inputting new consignees through Square. Payroll to board Directors only after a profit is made. Payroll to consignees.

 Keeping consignee information updated yearly. Updating board Directors/officers’ information as submitted.

Emailing tax documents to President from Square before January 15th of every year.

3.06   SECRETARY:

Taking notes from all meetings and emailing them to all board Directors.

 Locating events for the mobile bookstore/s and forwarding to President for approval and dispatch.

 Forwarding information requests to appropriate board Directors.

If at any time the Secretary can not attend a meeting it is the responsibility of the president to take the meeting notes.

Collecting board Directors’ and officers’ information and maintaining the directory for internal use. This information must include full name, address, phone numbers, email address, SSN (for payroll purposes only. A board member or officer’s Social Security Number will only be seen by the Treasurer, unless requested by law enforcement.)

3.07   DELEGATION. In the absence or inability to act of any officer and of any person authorized to act in their place, the Board may delegate the officer’s powers or duties to any other officer, director, or other person, subject to Section 4.01 of these Bylaws. Vacancies in any office arising from any cause may be filled by the Board, subject to Section 4.01 of these Bylaws, at any regular or special board meeting.

3.08   LIABILITY. Each officer and director are required, individually and collectively, to act in good faith, with reasonable and prudent care, and in the best interest of the Corporation. If an officer acts in good faith and in a manner that is reasonably in line with the best interests of the Corporation as determined by a reasonably prudent person situated in similar circumstances, then they shall be immune from liability arising from official acts on behalf of the Corporation. Officers and Directors who fail to comply with this section of these Bylaws shall be personally liable to the Corporation for any improper acts and as otherwise described in these Bylaws.

3.09 SALARIES. Officers’ and Directors’ salaries will be fixed from time to time by the Board. Officers and Directors are not prevented from receiving a salary by reason of the fact that he or she is also an officer or member of the Corporation.

3.10   INDEMNIFICATION. Officers and Directors shall be indemnified by the Corporation, so long as the officer or member acted in a manner substantially similar to and consistent with the standard of care required for officers and Directors, as described in Section 4.09 of these Bylaws. Any officer or director’s indemnification shall be limited to proceedings that are directly related to or have arisen out of the officer’s or member’s acts on behalf of the Corporation.

Article 4

Books and Records

4.01   MEETING MINUTES. As required by these Bylaws, the Corporation must keep a complete and accurate accounting and minutes of the proceedings of the Board within the corporate books/records.

4.02   RETENTION OF RECORDS. The Corporation shall keep as permanent records all meeting minutes of the Board, all actions taken without a meeting by the Board, all actions taken by committee on behalf of the Board, and all waivers of notices of meetings.

4.03   ACCOUNTING RECORDS. The Corporation shall maintain appropriate accounting records.

4.04   LEGIBILITY OF RECORDS. Any books, records, and minutes may be in any form capable of being converted into written form within a reasonable time upon request.

4.05 RIGHT TO INSPECT. Any officer or member has the right, upon written request delivered to the Corporation, to inspect and copy during usual business hours the following documents of the Corporation:

a. Articles of Incorporation.

b. These Bylaws.

 c. Minutes of the Board proceedings.

 d. Annual statements of affairs; and e. The other documents held at the principal address pursuant to these Bylaws. The Corporation acknowledges and agrees that any obligation to produce corporate documents under this Article of these Bylaws.

Article 5

Notices

5.01   MAILING OF NOTICE. Except as may otherwise be required by law, any notice to any officers or Directors may be delivered personally or by mail. If mailed, the notice will be deemed to have been delivered on the close of business of the fifth business day following the day when deposited in the United States mail with postage prepaid and addressed to the recipient’s last known address in the records of the Corporation.

5.02   E-NOTICE PERMITTED. Any communications required by the Act, these Bylaws, or any other laws may be made by digital or electronic transmission to the recipient’s known electronic address or number as known to the Corporation at the time of notice.

5.03   DUTY TO NOTIFY. All members, officers, employees, and representatives of the Corporation are required to notify the Corporation of any changes to the individual’s contact information. Pursuant to the obligations under this Section of these Bylaws, the individual must notify the Corporation that electronic transmissions of notice are impracticable, impossible, frustrated, or otherwise improper and ineffective.

Article 6

Special Corporate Acts

6.01   EXECUTION OF WRITTEN INSTRUMENTS. All contracts, deeds, documents, and instruments that acquire, transfer, exchange, sell, or dispose of any assets of the Corporation must be executed by the President to bind the Corporation. If the President is incapacitated or otherwise unavailable, then the designated Vice-President may execute the respective documents to bind the Corporation. This Section does not apply to any checks, money orders, notes, or other financial instruments for direct payment of corporate funds which are subject to Section 6.02 of these Bylaws.

6.02   SIGNING OF CHECKS OR NOTES. All authorizations to distribute, pay, or immediately draw upon the financial resources of the Corporation must be signed by the President, including any expense reimbursement or compensation payments to directors, officers, employees, representatives, service providers, or contractors of the Company. If the President is incapacitated or otherwise unavailable, then the Treasurer may execute the respective documents to bind the Corporation.

6.03   MERGERS. Following the approval by the Board, in order for any consolidation or merger to be effective, it must follow the process set out under the laws of the state of incorporation. Any merger which would result in the loss of the Corporation’s nonprofit or tax-exempt status is not permitted under these Bylaws.

6.04   CONVERSIONS. Following the approval by the Board, in order for any conversion of the Corporation to another organizational structure to be effective, it must follow the processes set out under the laws of the state of incorporation. Any conversion which would result in the loss of the Corporation’s nonprofit or tax-exempt status is not permitted under these Bylaws.

6.05   DISSOLUTION. Following the approval by the Board, in order for the Corporation to be dissolved, it must follow the process set out under the laws of the state of incorporation.

6.06   DISTRIBUTION OF ASSETS. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for the public purpose. Any such assets not disposed of shall be disposed of by the District Court of the county in which the principal office of the organization is then located, as said court shall determine.

Article 7

Amendments

7.01   BY DIRECTORS. The Board has the power to make, alter, amend, and repeal the Corporation’s Bylaws. Any alteration, amendment, or repeal of the Bylaws shall be effective following a unanimous vote of the Board.

7.02   EMERGENCY BYLAWS. The Board may adopt emergency Bylaws which operate during any emergency in the Corporation’s conduct of business resulting from an attack on the United States, a nuclear or atomic disaster, or another force majeure incident.

7.03   COMPLIANCE WITH STATE LAW. Any amendment to the Corporation’s Articles of Incorporation or these Bylaws shall comply with the respective laws, rules, and regulations of the jurisdictions in which the Corporation operates or conducts business.