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Bylaws
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Amended December 1990, November 1992, November 1996, February 1999, July 2008, November 2008

Article I

Name and Location

The name of this organization shall be The Association of Catholic Publishers Inc. 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.

Article III

Meetings

There shall be a regular meeting of the Association three times a year between January and December, or as determined by the Board of Directors. The Board of Directors shall designate one meeting as the Annual Meeting.

Article IV

Membership

Voting Membership

Membership in the Association shall be open to any company active in Catholic publishing. Approval 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.

Non-voting Membership

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

Article V

Dues

Annual dues as established by the Board of Directors, based on membership as defined in Article IV, shall be paid in January of every year, or upon joining. Any member may resign by filing a written resignation with the Secretary but such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges incurred and unpaid.

Article VI

Board of Directors & Officers

The Board shall consist of twelve elected Directors which include a minimum of 5 and a maximum of 7 heads-of-houses and an Executive Director. Each Director shall be elected to a term of three years, with one-third (1/3) of the Directors elected annually. 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.

The Officers of the Association, elected bi-annually by and from the members of the Board at the Board Meeting following the Annual Meeting, shall be a President, a Vice President, a Secretary and a Treasurer, who shall serve concurrently as members of the Board of Directors.

The President shall be a sitting board member who is a head-of-house. The elected Officers shall take office upon election and shall serve for a term of two years. The Executive Director, appointed by the Board, is a voting ex-officio member of the Board.

Article VII

Duties of Officers

The President shall set the agenda and 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.

Article VIII

Amendments

These Bylaws may be amended or repealed after prior written notification of all Voting Representatives by a two-thirds (2/3) majority of written ballots returned.

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