TEXT AND ACADEMIC AUTHORS ASSOCIATION, INC.
A Florida Not-for-Profit Corporation
Effective January 8, 1994
I. NAME AND LOCATION
The name of
the organization shall be Text and Academic Authors Association,
Inc. (TAA). The principal office of TAA shall be in the State
of Florida. TAA shall designate a registered office in accordance
with Florida law and shall maintain it continuously. TAA may have
offices at such other places within and without the State of Florida
as the Board of Directors may from time to time determine.
of TAA are:
a) To enhance
the quality of text and other educational works available for
teaching, research, and other educational purposes.
b) To supply
information to authors of text and academic materials regarding
their professional interests as Authors and Educators.
c) To suggest,
initiate and assist in carrying out actions in behalf of its members'
professional interests as text and academic Authors and Educators.
d) To protect
and promote the professional interests of Authors.
e) To hold
meetings and conferences for the mutual improvement and education
of its members.
f) To protect
the rights of authors in the area of copyright and contract terms
g) To generally
promote, coordinate, and assist in the common activities, interest
and objectives of text and academic Authors, and to improve the
general business condition of Authors.
1. Qualifications for Membership. Membership is open to all
persons over the age of Twenty-One (21) years who are interested
in the furtherance of the purposes of the Corporation and who
2. Types of Membership. Membership in the Corporation shall
be of the following types:
b) Life or
3. Regular Members. The regular members of TAA shall be individuals
who are creators or potential creators of textbooks, academic
works, or other educational materials, in the capacity of author,
editor or publisher. Regular members may enroll as individuals
by making application and payment of the annual membership dues
or persons may become regular members by virtue of their association
with an organization that has made collective application for
membership in TAA and paid an annual membership fee agreed upon
by the respective organizations.
4. Life or Honorary Members. The Board of Directors, herein
called the Council, at a duly called meeting or by unanimous written
consent may elect Honorary Members by unanimous vote of the members
of the Council present. Honorary Members shall be exempt from
the payment of any fees whatsoever and shall be entitled to all
the privileges of Regular Members, except the right to vote or
to hold office.
5. Dues. Annual dues for membership shall be determined by
the Council and shall be reviewed each year by the Council.
6. Reinstatement. A member whose membership has lapsed, desiring
a continuous member record, may be reinstated by paying all dues
in arrears. If continuous membership is not desired, the member
may be reinstated by paying the current dues.
IV. BOARD OF DIRECTORS
1. The Governing Body. The governing body of TAA shall be
the Board of Directors, which may also be called the Council.
The Council may adopt such rules and regulations as it deems advisable.
2. Members. The Council shall consist of the officers of TAA
named in Article V, the immediate past president and other Regular
Members of TAA, for a total of ten (10). Other persons may be
invited by the President to serve as advisory, non-voting members
of the Council.
3. Term of Office.Council members shall serve for a term of
two (2) years unless selected to fill an unexpired term. Terms
of the Council members who are not also officers or past presidents
shall be staggered, so that half the members assume their positions
each year. The term of office for Council Members shall commence
with the annual convention.
4. Tenure. No officer shall hold office for more than three
(3) consecutive terms. No person shall serve as a member of the
Council for more than four (4) consecutive two (2) year terms
(in addition to any partial term filled) without a break in service
of at least one (1) year.
5. Meetings Meetings of the Council shall be held at the same
time and location as the annual convention of TAA. Additional
meetings may be called by the President or upon written request
of at least three (3) members of the Council, stating the purpose
for said meeting. A quorum at a meeting of the Council shall consist
of six (6) members.
6. Voting. Voting rights of Council Members shall not be delegated
nor exercised by proxy. Action taken by mail, fax, or by a telephone
conference shall be a valid action of the Council.
7. Absences. Any member of the Council who shall have been
absent from two (2) consecutive meetings shall automatically be
deemed to have been removed from office unless this condition
is waived by a two-thirds (2/3) vote of the Council.
8. Compensation. Council Members may receive compensation
for their services as determined by the Council. They may be reimbursed
for expenses incurred in travel to regular or special meetings
of the Council.
9. Action Without Meeting Any action of the Council may be
taken without a meeting if a consent in writing setting forth
the actions taken signed by all of the members is filed in the
minutes of the Council. Such consent shall have the same effect
as a unanimous vote.
10. Notice and Waiver. Notice of any special meeting shall
be given at least five (5) business days prior thereto by written
notice delivered personally, or by mail or by fax to each Council
Member at his or her address. If mailed, such notice shall be
deemed to be delivered when deposited in the United States Mail
with postage prepaid. Any Council Member may waive notice of any
meeting, either before, at, or after such meeting by signing a
waiver of notice. The attendance of a Council Member at a meeting
shall constitute a waiver of notice of such meeting and a waiver
of any and all objections to the place of such meeting or the
manner in which it has been called or convened, except when a
Council Member states at the beginning of the meeting any objection
to the transaction of business because the meeting is not lawfully
called or convened.
11. Vacancies. Any vacancy occurring in the Council may be
filled by appointment by the President. A Council Member appointed
to fill a vacancy shall hold office until the next annual election
of Council Members.
12. Presumption of Assent. A Council Member present at a meeting
of the Council at which action on any corporate matter is taken
shall be presumed to have assented to the action taken unless
he or she votes against such action or abstains from voting and
Definition.The officers of TAA shall consist of a President, Vice
President/President-Elect, a Secretary and a Treasurer and such
other officers as the Council shall from time to time designate.
The Officers shall be Regular Members of TAA.
2. Terms of Office. The President and Vice President/President-Elect
shall hold office for a term of one (1) year, the Secretary and
Treasurer for two (2) years, and their terms shall he staggered.
The term of office for the elected officers shall run from the
VI. DUTIES OF OFFICERS
1. President. The President shall serve as the Chief Executive
Officer of TAA and shall preside at meetings of the membership
and Council and shall perform such other duties as the Council
2. Vice President/President-Elect. The Vice President/President-Elect
shall exercise the duties of the President in the absence of the
latter. The Vice President/President-Elect shall also perform
such other duties as the President or the Council shall determine.
The Vice President/President-Elect shall succeed as president
of TAA, subject to a confirmation vote by a majority of the Council,
at the time of the annual convention and the expiration of the
President's term of office. Should a confirmation vote fail, the
Council shall move immediately to select a new president for the
3. Secretary. The Secretary shall oversee the proper recording
of proceedings of the Corporation and shall ensure that accurate
records are kept of all members.
4. Treasurer. The Treasurer shall oversee the Corporation
funds and records, the establishment of proper accounting procedures
for the handling of the Corporation funds and the performance
of an annual or unscheduled review of the books as may be required
by the Council. The Treasurer shall be bonded in such amounts
as the Council may require.
5. Compensation Officers of the Corporation may receive compensation
for their services as officers as determined from time to time
by the Council. They may also he reimbursed for expenses incurred
in travel to regular or special meetings.
6. Priority of Acting. If the President is unable to act,
the Vice President/President-Elect, Secretary, or Treasurer, in
the order listed shall perform the functions of the President
of the Corporation.
VII. ELECTION PROCEDURE
1. Nominations. A nominating committee of three (3) members
shall be appointed from the Council by the President for a term
of one (1) year. A member may be eligible for re-appointment for
three (3) terms. The nominating committee shall prepare a slate
of nominees willing to serve as members of the Council and as
officers of TAA.
2. Elections. The officers and remaining Council Members of
TAA shall he elected by a vote of the membership of TAA. A written
ballot is to be provided all members at least thirty (30) days
prior to the annual convention. The ballot shall contain the names
of all nominated Council Members and officers nominated with their
office of elections designated. Provisions shall be made to permit
VIII. NON-PROFIT OPERATION
TAA will not
have or issue shares of stock. No dividends will be paid. No part
of the income or assets of TAA will be distributed to its Members,
Officers or Council Members without full consideration. No Member
of TAA has any vested right, interest or privilege in or to the
assets, property, functions or activities of TAA. TAA may contract
in due course with its Members, Officers or Council Members without
violating this provision.
IX. MEMBERSHIP MEETINGS
1. Meeting Process. A meeting of the Regular Members shall
be called by the President as he or she may determine and the
President shall call such a meeting upon request of a majority
of the Council or a petition by five (5) percent of the Regular
Members. No action of the membership shall be binding on the Corporation
unless approved by the Council. Meetings of the Regular Members
shall ordinarily be set to coincide with the annual convention.
Written notice of a meeting of the regular members if at another
time shall be sent by mail not less than ten (10) days nor more
than sixty (60) days before the date of the meeting. Such notice
shall be deemed to have been delivered when deposited in the United
States Mail addressed to the member at the address as it appears
on the records of TAA with postage thereon prepaid.
2. Quorum. At a meeting of the Regular Members those regular
members present shall constitute a quorum.
3. Rules of Order. Robert's Rules of Order, Revised, shall
govern the conduct of all meetings of the Membership whenever
they are applicable and do not conflict with these By-Laws or
any special rules that the association or the President may adopt.
to these By-Laws may be made by a two-thirds (2/3) vote of the
Council. Such amendments to the By-Laws require two (2) readings
of the Council, provided that the second reading and final approval
occur no sooner than six (6) months after the first reading of
a proposed By-Law change.
XI. FISCAL YEAR
year of TAA shall be the period selected by the Council as the
taxable year of TAA for federal income tax purposes.
indemnify each Officer and Council Member, including former Officers
and Council Members. TAA shall indemnify each Officer, and Council
Member, including former Officers, and Council Members, to the
full extent permitted by the Florida General Corporation Act and
the Florida Not For Profit Corporation Act.