ARTICLE I

Objects of the Association

The Antiquarian Booksellers’ Association of Canada / Association de la Librarie Ancienne du Canada, is established for the following purposes:

1. to establish and further friendly co-operation amongst antiquarian booksellers in Canada and abroad;
2. to stimulate interest in collecting books by private individuals and public institutions;
3. to uphold the status of the antiquarian book trade and maintain its high professional standards;
4. to promote the advancement of the technical and general knowledge of those engaged in the book trade;
5. to act on behalf of the antiquarian book trade when individual action would be less likely to succeed;
6. to benefit the trade as a whole by sponsoring co-operative exhibitions, and by supporting the publication of materials relevant to the book trade;
7. to collect funds to be used for the specific and general purpose of this Corporation.

ARTICLE II

Membership

Section 1. There shall be three classifications of members, viz.: regular members, associate members and members emeritus. Regular members of the Association shall consist if individuals elected to membership according to the bylaws of the Association with their principal place of business in Canada. Associate members of the Association shall consist of individuals, elected to membership as hereinafter provided, who are affiliated with antiquarian booksellers who have been elected and are regular members of the Association in good standing. Emeritus member of the Association shall consist of individuals formerly members of the Association who have ceased to deal in books. No associate member or emeritus member shall have a vote on any matter whatsoever, except as hereinafter provided.

Section 2. Each regular member of the Association shall be entitled to one vote in person on all matters coming before any meeting of the members of the Association. In the event that a regular member of the Association be absent from any meeting of the members of the Association, the member may be represented by another member, if his representation be certified in writing to the Secretary of the Association.

Definition of an Antiquarian Bookseller

Section 3. An antiquarian bookseller is defined to mean an individual of good character and reputation actively and solely engaged for at least three years in buying and selling antiquarian books and manuscripts and related materials.

Election to membership

Section 4. All elections of applicants to regular or associate membership in the Association shall be by vote of the Board of Directors. An affirmative vote of two thirds of the Board of Directors shall be required for election. Each candidate for membership must apply in writing on such forms as may from time to time be designated by the Board of Directors and, with the exception of associate or emeritus applications, must cause to be submitted in favour of such application for recommendations in writing from four regular members, at least two of whom have been such members for at least two years. The application and recommendations shall be submitted so as to be received by the Secretary at least 30 days prior to the next meeting of the Board at which membership applications will be considered. The Secretary shall cause the name of the applicant and the names of the recommending members to be circulated among members for comments, and upon request, furnish any member of the Board of Directors copies of the application, recommendations, and such other relevant information as may be available, at least two weeks before the meeting of the Board at which action is to be taken upon the application for membership. The Secretary shall report to the membership all applications for membership received ,and in the event that an application shall have been rejected, outline the reasons for rejection as part of his or her report to the Annual General Meeting.

Section 5.1. Each candidate whose application for membership is rejected shall be so notified and, on request will be furnished with a statement of the reasons for such rejection by a member of the Board of Directors selected by the President, and shall be permitted to submit to the Secretary additional information bearing on the application, which information shall be considered, along with the original application, at the next regularly scheduled meeting of the Board of Governors at which membership applications are considered.

Section 5.2. Each candidate elected to regular membership or associate membership in the Association shall, by a notice sent to the candidate’s address as set forth in the application for membership, be notified by the Secretary of election and of the amount of the initiation fee, if any, and the usual annual dues to be paid; but no member shall be entitled to any of the privileges of membership until there has been paid to the Treasurer of the Association, or until the Treasurer has been notified in writing by the Treasurer of a Regional Chapter that such payment of initiation fee, if any, and the annual dues for the current year have been paid. If the amount due is not paid within ninety (90) days after said notification has been sent, the election may be cancelled by the Board of Governors. No candidate rejected by the Board of Directors shall be proposed again within one (1) year thereafter.

Section 5.3. Partnerships. In the case of partnerships in which all partners have applied and qualified for membership all partners will be regarded as Regular members of the Association. At the beginning of each year the partners must indicate which will be the voting partner in writing to the Secretary of the Association to insure that no business will have more than one vote.

Resignations

Section 6. Any members desiring to resign from the Association shall notify the Secretary in writing, and the acceptance of the resignation by the Board of Directors shall terminate the membership. No resignation shall exempt such member from payment of any debt which may be due the Association at the time.

Expulsion

Section 7. A member of the Association may be expelled for failure to pay such dues and / or assessments as are owing for a period of 90 days after notice of such amounts due has been sent. Expulsion for such non-payment shall be automatic and shall not require action by the Board. Provided, however, that a member expelled under the provisions of this section 7 shall be entitled to reinstatement of membership on the payment of all amounts due at the discretion of the Board of Directors.

Section 8. A member of the Association may be expelled for an action or actions which endanger the good order, welfare, character, or reputation of the organization or which would have been a ground for denial of membership were the person in question not a member. On receipt of a complaint to the Association against a member, the Board shall determine whether an action warranting expulsion has been alleged. In such case, the Board shall afford the member an opportunity to present information and be heard in his defense. After such hearing the Board may, by vote of a majority of the members thereof, vote to expel such member and such expulsion shall be effective immediately on such vote.

Termination of rights of property

Section 9. On the resignation or death of a member or any forfeiture of membership by a member under the constitution, all of his or her right and interest in the property of the Association shall cease.

Definition of Associate members

Section 10. An applicant shall be eligible for associate membership if he or she shall have been a full time assistant such as manager, cataloguer, buyer or salesman to an established antiquarian bookseller affiliated with the ABAC, and employed in such capacity for at least two years, or otherwise have served adequate apprenticeship with an accredited dealer.

Section 10.1. An applicant shall be eligible for regular membership immediately after the establishment of his her own business as an antiquarian bookseller if, prior to individual proprietorship, he or she shall have been an associate member for at least one year.

Emeritus members

Section 11. At the discretion of the Board of Directors, empowered as hereinafter described, a regular member who has ceased to deal in books for any reason whatsoever may be created a member emeritus.

ARTICLE III

Directors

Section 1. Powers of the Board. The government of the Association and the administration of its business affairs shall be vested in the Board of Directors which shall have and exercise all the powers and authorities by this and by the bylaws and regulations expressly conferred upon it, and in addition thereto exercise all such powers and do all such things as may lawfully be exercised or done by the Association, subject to the provisions of the letters patent, constitution and bylaws. The Board of Directors may make such rules and regulations for the management of the Association not inconsistent with the constitution and bylaws as it may deem expedient.

Number and qualification of Directors

Section 2. The Directors shall consist of the national officers designated in article IV, the immediate Past President, and one member in good standing from each regional chapter. Where the total of proposed Directors at large does not reach four (4), the remaining number shall be nominated from the regular members of the association in good standing, thus meeting the minimum requirement of four (4) Directorships. Two (2) Directors shall be elected for a term of one (1) year, and two (2) Directors shall be elected for a term of two (2) years, so that in each year thereafter two (2) Directors at large shall be elected.

Vacancies on Board

Section 3. In the event of a vacancy or vacancies among the Directors by reason of death, resignation, removal from office, or termination of membership, such vacancy or vacancies may be filled by majority vote of the remaining Directors until the next annual meeting, at which time the Association shall elect a Director or Directors to fill such vacancies for the unexpired portion of the term.

Removal of Directors

Section 4. Directors may be removed for cause by affirmative vote of three fourths of the members present at any regular or special meeting of the Association, notice of which shall include a statement of such proposed removal; and no Director shall be removed without first being given the opportunity of being heard by the meeting at which the question of his removal is to be voted on.

Limitation of authority to incur debt

Section 5. The Board of Directors shall have no authority or power, except by special vote of the Association, to make it liable for any debt beyond the amount of money which may be at the time in the Treasurer’s hands and not needed for the discharge of existing debts or liabilities.

Dues and entrance fees

Section 6. The Board of Directors from time to time may establish annual dues and / or entrance fees for membership in the Association. Such annual dues and / or entrance fees (except the dues and / or fees established by the Board as the first annual dues of the Association on organization) shall not take effect until at least six (6) months subsequent to the action of the Board of Directors in fixing such annual dues and / or entrance fees, and after written notice to the membership of the Association. Emeritus members shall pay no dues or fees whatsoever.

Section 7. The Board of Directors shall have sole authority to determine the ways in which dues and fees may be collected and to establish and govern the proportion of such dues and fees to be held by the Treasurer of the Regional Chapters.

Committees

Section 8. The Board of Directors may appoint from time to time as the occasion arises, one or more committees, which shall be constituted and which shall have such powers and duties as may be provided for by the Board of Directors. Any member of the association is eligible for membership on any committee, but the chairman of each committee shall be a member of the Board of Directors; membership on any Executive Committee of the Board shall be limited to Directors.

ARTICLE IV

National Officers

Section 1. Number and term. The national officers of the Association shall consist of a President, Vice President, Treasurer, and Secretary, who shall also, ex officio, be members of the Board of Directors. The terms of office of the President and Vice President shall be two (2) years, or until their successors are elected and qualify. The terms of office of the Secretary and the Treasurer shall be three (3) years, or until their successors are elected and qualify. Neither the President nor the Vice President shall be eligible for re-election in the year their respective terms expire. All officers shall be elected at the time of the annual meeting in the year in which a term of office expires, by mail ballot as provided in article V. The Board of Directors may appoint an Executive Secretary to hold office at the pleasure of the Board.

Vacancies among officers

Section 2. In the event of death, resignation, removal termination of membership, or inability to act, of any of the elected officers of the Association, a successor to fill the office so made vacant for the balance of the term shall be elected at the time of the first annual meeting following the date of the next report of the nominating committee, by mail ballot as provided in article V hereof. The Board of Directors may, by majority vote at any regular meeting, or at any special meeting called for the purpose, elect a successor to fill the office made vacant until the said annual meeting.

Removal of officers

Section 3, Elected officers of the Association may be removed for cause by the affirmative vote of three-fourths of the members present at any regular or special meeting of the association provided the notice shall include a statement of such proposed removal; and no officer shall be removed without first being given the opportunity to be hear by the meeting at which the question of his removal is to be voted on.

Duties of President

Section 4. The President shall preside at all meetings of the Association and of the Board or Directors. In the absence of the President, or if the office is vacant, the Vice President shall preside, and in the absence of the President and Vice President, the Director elected by vote of the meeting shall act as chairman.

Duties of the Vice President

Section 5. The vice President shall, at the request of the President or in his absence or disability, perform the duties of the President. In the absence or disability of the Treasurer his duties shall be performed by the Vice President. The Vice President shall perform such other duties and have authority as from time to time may be assigned to him by the Board of Directors.

Duties of Secretary

Section 6. The Secretary shall keep a record of the proceedings of the Association, and of the Board of Directors; shall notify new members of their election; shall issue all notices and conduct all correspondence of the Association and of the Board of Directors, except where otherwise provided. If the Secretary is absent from the meeting, a secretary, pro tempore, shall be chosen by vote of the meeting.

Duties of the Treasurer

Section 7. The Treasurer shall collect and keep all moneys of the Association and disburse them under the direction of the Board of Directors. He or she shall keep the accounts of the Association and shall make a report of its financial condition at each annual meeting and shall send all notices and conduct all correspondence relating to the financial matters of the Association. His accounts shall be audited in the manner hereinafter in this article provided.
At the end of each fiscal year, the Treasurer shall make a full financial report to the Board of Directors showing the total amount of cash in the bank and on hand, accounts receivable and payable and the income and expenses for the year. The Treasurer shall make such interim reports as may be requested from time to time by the Board of Directors.

Duties of the Executive Secretary

Section 8. The Executive Secretary, if one shall have been appointed by the Board of Directors, may perform such of the duties of the Secretary as the Board of Directors may direct, and shall perform such other duties as from time to time may be assigned to him or her by the Board of Directors, be provided and honorarium or salary which money will be provided from the general funds of the association.

Provision for an auditor

Section 9. The Board of Directors shall appoint from the Association at large an auditor, who will not be a Director nor a national officer, whose duty it shall be to audit the Treasurer’s account, either in person of by an expert, and make a report thereon to the Board of Directors when so requested and in any event annually within ninety (90) days after the close of the fiscal year.

ARTICLE V

Election of National Officers and Directors

Section 1. All national officers and Directors of the Association shall be elected by secret ballot at the time of the annual meeting of the Association, save for the President. The position of the President shall be filled automatically by the graduation of the Vice President to that position. The amendment to take effect after the election of the officers of the Association in 1987. Mail ballots, with appropriate provision for secrecy, shall be sent to all regular members entitled to vote at the time that notice of the annual meeting is mailed to such member, and the Board of Directors shall make appropriate provisions for the receipt, safekeeping and counting of such ballots at the time of the annual meeting. The ballot shall include the report of the Nominating Committee hereinafter provided for, together with appropriate provision for members to vote for candidates not selected by such Nominating Committee.

Selection of Nominating Committee

Section 2, The Nominating Committee shall be comprised of the past President, and one member selected by the Past President from each of the regional chapters.

Duties of the Nominating Committee

Section 3. The President shall, as soon as practical after the Annual Meeting, convene the Committee. At this first meeting the Committee shall appoint a Chairman and a Secretary, and shall hold such meetings thereafter as necessary and desirable to insure that prompt and proper discharge of the Committee’s obligations; such meetings to be reported to the Secretary of the Association.

Procedure

Section 4. The Nominating Committee shall present a slate of members recommended by it for election to the various offices of the Association to the Secretary, and the Secretary shall cause the names of members so nominated to be circulated to the membership at least 90 days prior to the Annual General Meeting in each year. From this time members may nominate other candidates for a period f 30 days. No nominations will be accepted after this period expires. Members who so nominate, and members so nominated, must communicate their willingness to nominate and to serve in writing to the National Secretary.

ARTICLE VI

Meetings of the Association

Section 1. Time of the annual meeting. The annual meeting of the members of the Association shall be held in May in each year, or on such other date as may be designated by the Board of Directors.

Notice of annual meeting

Section 2. Notice of the annual meeting of the members of the Association shall be mailed to each member of the Association at his address as the same appears on the records of the Association, not less than thirty (30) days prior to the day of the meeting.

Special meetings

Section 3. Special Meetings of the members may be called by the Board of Directors, by the President, or upon the written request of one-fifth of the regular members and shall be so called, by mailing a written notice thereof ten (10) days beforehand to each member entitled to vote, which notice shall state the purpose or purposes for which the meeting is called.

Quorum

Section 4. One-fifth of the regular members entitled to vote shall constitute a quorum for the transaction of business at any meeting of the Association and a majority vote of the quorum shall be necessary for the adoption of all matters voted upon except as otherwise herein provided.

Attendance

Section 5. No stranger shall be present at any meeting during the transaction of business except by invitation of the Board of Directors.

ARTICLE VII

Meetings of the Board of Directors

Section 1. Annual meeting. The annual meeting of the Board of Directors shall be held for the purpose of organization and the transaction of other business immediately upon adjournment of the annual meeting of the Association, at the place where the such annual meeting of the Association was held, or in a place determined by the Board of Directors by vote; and no notice of the annual meeting of the Board of Directors shall be required.

Section 2. Regular meetings (of which the annual meeting shall be one) of the Board of Directors shall be held at least semi-annually and (except as to the annual meeting) at such time and place as may from time to time be determined by resolution of the Board of Directors. No notice shall be required of any regular meeting. Any member of the Board who shall be absent from three successive regular meetings of the Board, without excuse acceptable to the other members of the Board, may be removed from office and membership on the Board by majority vote of those members of the Board present at any meeting thereof.

Section 3. Special meetings of the Board of Directors may be called at any time by the President or by written request of three (3) members of the Board. Said meetings shall be held at such place and time as may be designated in the notice of such special meeting. Written notice of the time, place and purpose of any special meeting of the Board of Directors shall be served, either personally upon each member of the Board, or mailed or telegraphed to him at his address as it appears on the records of the Association at least five (5) days prior to the meeting. Such notice may be waived by any member of the Board in writing or by telegram and may not be considered to apply to Section 2 above.

Quorum

Section 4. A majority of the Board of Directors shall constitute a quorum thereof.

ARTICLE VIII

Regional Districts, Regional Chapters and Regional Officers
Establishment of regional districts
Membership in regional chapter

Section 1. The Board of Directors by majority vote at any regular or special meeting may from time to time at the request of a majority of the dealers resident in the proposed district establish such regional districts as it in its sole discretion may deem proper and in keeping with the objects and purposes of the Association. The Board of Directors shall fix the boundaries of any such regional district so established and any regular or associate members of the Association residing or having a place of business in such regional district shall ipso facto become embers of that regional chapter, and, if a regular member of the Association, shall be entitled to vote at all meetings of that regional chapter, provided that no regular or associate member of the Association shall be entitled to membership in more than one regional chapter, In the event that any regular or associate member shall be qualified by reason of residence or location of place of business for membership in more than one regional chapter, such regular or associate member shall select the regional chapter in which he desires membership and he shall notify the Secretary of the Association of his selection in writing, and he shall thereafter be deemed a member of the regional chapter so selected.

Section 2. A regional chapter shall, upon application of a member, excuse such member from the obligations of membership in such regional chapter, in which event such member shall not be entitled to notice of nor attendance at any meetings of the regional chapter. Unless so excused each member shall be subject to all of the obligations of a member of his regional chapter as established by such chapter.

Section 3. Preparation of applications of new members shall be conducted by the Regional Chapter in which the application originated and the completed application together with all supporting materials required submitted to the Board of Directors.

Changes in regional districts

Section 4. The Board of Directors may from time to time alter the boundaries of any regional district or merge or consolidate two or more regional districts or abolish a regional district upon the consent of a majority of the regular members entitled to vote in each regional district affected. In the event a majority of the regular members entitled to vote in any regional district affected fails to consent to any action of the Board of Directors taken pursuant to this Section, then the Board may by resolution submit its action to a vote of the regular members present at the next annual or special meeting of the Association, and the action of the Board shall become effective if approved by a majority of the regular members entitled to vote present at such meeting.

Meetings of regional chapters

Section 5. Each regional chapter shall hold a meeting at least once annually on a day and at a time and place and upon such notice as shall be fixed by each said chapter. The time and place of the first such meeting may however, be designated by the Board of Directors. The members of each regional chapter entitled to vote shall at such annual meeting elect a regional Chairman with such regional powers and duties as each such regional chapter shall designate. In addition to all regional powers and duties of the regional Chairman so designated, each regional Chairman shall send copies of minutes of all meetings of the regional chapter to the Secretary of the Association not more than one month subsequent to said meeting.

Regional bylaws

Section 6. Each regional chapter may adopt bylaws to govern its procedure, which bylaws shall not be inconsistent in any respect with the bylaws, constitution, regulations or otherwise of the Association.

Actions of regional chapters

Section 7. No regional chapters or regional chairman shall in any way or manner, directly or indirectly, in writing or otherwise, take any public position on any matter whatsoever which might be construed or interpreted to be the position of the Association on such matter without the prior approval in writing of the Board of Directors.

ARTICLE IX

Amendment of the Constitution and Bylaws and notice

Section 1. Amendments to the constitution and bylaws may be made at any special or regular meeting of the members entitled to vote called for that purpose, by a two thirds vote of all members entitled to vote. Members entitled to vote may cast their ballot of any proposed amendment of the constitution and bylaws whether in person or by mail. Ballots cast by mail shall only be counted and recorded if received by the Secretary of the Association or other designated person prior to the time that the proposed amendment is voted upon at such regular or special meeting.

Notice of meetings to amend

Section 2. Notice of a meeting to amend the constitution or bylaws of the Association shall be included by the Secretary of the Association in writing in the notice of the regular or special meeting at which such amendment is to be considered, and such notice shall set forth a summary of the proposed amendment or amendments of the constitution and bylaws to be considered thereat.

Force of amendments

Section 3. No amendment of the constitution or bylaws not embodied in the letters patent shall be enforced or acted upon until the approval of the Secretary of State has been obtained.

ARTICLE X

Section 1. Unless otherwise provided for, any notice given to a member under this constitution and the bylaws shall be deemed sufficient if sent postpaid to the last address given to the Secretary by said member.

ARTICLE XI

Seal

Section 1. The corporate seal shall consist of two concentric circles bearing the name of the corporation in English and French, with the words “Canada 1966” in the middle. It shall be kept in the custody of the Secretary of the corporation, and may be affixed to documents requiring to be executed under seal by the President, or the Vice President, and the Secretary.