Article I —Name
The name of this Organization shall be Biographers International Organization (BIO). It shall be a nonprofit 501(c)(6) organization incorporated under the laws of the State of New Mexico.
Biographers International Organization promotes the art and craft of biography and seeks to further the professional interests of its practitioners.
Membership in the Organization is open to anyone interested in biography. Full membership, known as Active Membership, shall be limited to professional biographers as defined by the Board. Only Active Members may vote or hold office.
Other memberships shall include Associate and Affiliate. The Board has the power to create, alter, or eliminate classes of membership and to establish the dues for each membership class.
Membership in the Organization is open to persons and entities of all nationalities; the official language of the organization is English.
Article IV—Officers and Terms of Office
The officers of the Organization shall be an Executive Director, a President, a Vice President, a Treasurer, and a Secretary. The Executive Director shall serve as a nonvoting member of the Executive Committee.
The officers and nine elected members shall constitute the Board and shall exercise the fiduciary, legal, ethical, and philanthropic responsibilities of a nonprofit board.
The President and Vice President shall be elected by the membership and shall serve two-year terms.
The Board shall select the Treasurer and Secretary.
Members elected to the Board shall be elected for two-year terms, with the exception of the first election. Immediately after the Board members are assembled following the first election, they shall be divided equally into two groups. The first group shall be up for election in one year, the second in two years.
In the case of death, disability, or resignation of the President, the Vice President shall succeed as President.
The term of office of elected officers shall begin with the adjournment of the annual meeting.
There shall be an annual election by mail and email ballot, with the exception of the first election, which shall be a voice vote of those assembled at the meeting called for this purpose.
Nominations shall be accepted from the Active Membership by the Executive Director up to seven weeks prior to the annual meeting.
In order to be nominated for Board positions, candidates must be current Active Members of the Organization.
In order to be nominated for officer positions, candidates must have been Active Members of the Organization for at least one year.
The Executive Director shall prepare and mail by paper and email the official ballot to the membership at least six weeks before the annual meeting. Ballots, to be valid, must be cast electronically or returned by regular mail at least two weeks before the annual meeting.
Article VI—Powers and Duties of the Board
The Board shall have the final responsibility for the well-being of the Organization. It shall have general charge of the affairs of the Organization, including the call and the conducting of the annual meeting and special meetings, as well as the supervision of business affairs, development, and any other programs adopted by the Organization.
The Board, in consultation with the Executive Director, shall have the authority to develop appropriate personnel procedures. The Board shall be presided over by the President. It shall establish such committees from among its members as necessary to carry out its responsibilities in an efficient manner.
A quorum of the Board shall be a simple majority.
Board members are expected to:
(A) Attend all meetings of the Board, and if unable to do so, to miss no more than two meetings in one year. Participating in a meeting via phone, video, or similar means shall be deemed attendance. Any member who cannot attend a meeting shall give prompt written notice.
(B) Sit on at least one subcommittee of the Board.
(C) Attend the annual conference and, to the extent possible, participate actively as a panelist or moderator.
(D) Make an annual financial contribution to BIO at a level deemed appropriate by the individual Board member.
The Board shall set a date for the Organization’s annual meeting.
The annual business meeting shall take place during the annual meeting.
A quorum of the membership for the business meetings shall consist of twenty-five members.
A simplified version of Robert’s Rules of Order shall govern the conduct of all meetings.
Article VIII—Amendments, Bylaws, and Business Resolutions
to the bylaws may be proposed by the Board or by members during the annual meeting through a motion adopted by a simple majority. All proposed amendments, along with clarifying information and pro and con arguments, must be submitted to the total membership through a mail and/or email ballot, and for ratification require a favorable vote.
Article IX—Duties of Officers
The Executive Director shall direct the business operations of the Organization and shall be responsible for the Executive Office of the Organization. This work shall include keeping records, hiring and firing staff in accordance with governing procedures, planning agendas for meetings, making arrangements for meetings of the Organization, and developing and putting into effect programs under the direction of the Board. All payments of funds of the Organization shall be numbered serially, approved by the Executive Director, and reviewed regularly by the Treasurer.
The President shall preside at the official meetings of the Organization and the Board and shall perform all duties of the presiding officer, including the appointment of ad hoc committees.
The Vice President shall work on tasks as designated by the Board. In the case of death, disability, or resignation of the President, the Vice President shall succeed as President.
The Treasurer shall review all disbursements of funds, shall report to the membership annually on the financial status of the Organization, shall together with the Executive Director prepare a proposed budget each spring for submission to the Board, and shall serve as financial adviser and consultant to the Organization.
The Secretary shall take minutes at board meetings and be responsible for correspondence to prospective members and benefactors.
The Executive Committee is comprised of the officers of the Organization. The committee acts as necessary between board meetings.
Other committees may be created by the Board, such as membership, grants, educational, nominations, bylaws, planning, and ad hoc committees.
Upon the dissolution any assets remaining thereafter shall be conveyed to such organization then existent, within or without the territory of the Local Section, dedicated to the perpetuation of the objects similar to those of Biographers International Organization so long as whichever organization is selected by the governing body of the Local Section at the time of dissolution shall be exempt under Section 501(c)(6) of the Internal Revenue Code of 1986 as amended or under such successor provision of the Code as may be in effect at the time of the Section’s dissolution.