Bylaws
Article I —Name
The name of this Organization shall be Biographers International Organization (BIO). It shall be a nonprofit 501(c)(3) organization incorporated under the laws of the State of New Mexico.
Article II—Mission
The Organization aims to promote the art and craft of biography, cultivate a diverse community of biographers, encourage public interest in biography, and provide educational and fellowship opportunities that support the work of biographers worldwide.
Article III—Membership
Section 1.
Membership in the Organization is open to anyone interested in biography. There shall be four classes of membership as follows:
- ACTIVE MEMBERSHIP – Active Membership, also considered full membership, shall be limited to practicing and aspiring biographers as defined by the Board. Students who are working on a biographical work as defined by the Board shall also be eligible for active membership. Active Members receive exclusive benefits relating to BIO’s events, resources, and offerings as determined by the Board. Active Members may vote and hold office.
- AFFILIATE MEMBERSHIP – Affiliate Membership shall be limited to Corporations and Nonprofits wishing to provide financial support to BIO. Affiliate members receive public recognition of financial support in BIO publications and at BIO’s annual conference. Affiliate members may not vote or hold office.
- ASSOCIATE MEMBERSHIP – Associate Membership shall be open to all others interested in the field of biography including, but not limited to, publishers, agents, editors, librarians, educators, journalists. Associate Members receive exclusive benefits relating to BIO’s events, resources and offerings as determined by the Board. Associate members may not vote or hold office.
- HONORARY MEMBERSHIP – Honorary membership shall be awarded at the discretion of the Board of Directors, and shall be awarded at no charge to the awardee. Honorary members have all the privileges of Active Membership.
Section 2.
Membership in the Organization is open to persons and entities of all nationalities; the official language of the organization is English.
Section 3.
The Board has the power to create, alter, or eliminate classes of membership and to establish dues for each membership class.
Article IV—Officers and Terms of Office
Section 1.
The officers of the Organization shall be a President, a Vice President, a Treasurer, and a Secretary.
Section 2.
The officers and no fewer than nine elected members shall constitute the Board and shall exercise the fiduciary, legal, ethical, and philanthropic responsibilities of a nonprofit board.
Section 3.
The President and Vice President shall be elected by the membership and shall serve two-year terms. The President and Vice President shall be eligible for re-election for a second two-year term.
Section 4.
The Board shall select the Treasurer and Secretary from among the elected Board members. The Treasurer and Secretary shall serve at the pleasure of the Board and shall hold those offices for no longer than the terms of service allowable for all other elected Board members. To implement the initiation of these terms of office, the incumbent Treasurer and Secretary may continue to hold those offices until May 2026 and 2025, respectively.
Section 5.
Members elected to the Board shall be elected for two-year terms, and may be elected to serve no more than three consecutive two-year terms. A member who has served three consecutive two-year terms is eligible for re-election to the Board only after a one-year break in service. To initially implement the term limits imposed by this section, the first of three two-year terms shall be deemed completed by Board members whose two-year terms expire in May 2020 and May 2021.
Section 6.
In the case of death, disability, or resignation of the President, the Vice President shall succeed as President.
Section 7.
The term of office of elected officers and Board members shall begin with the Annual Board Meeting.
Article V—Elections
Section 1.
There shall be an annual election by email ballot.
Section 2.
Nominations shall be accepted from the Active Membership up to seven weeks prior to the Annual Board Meeting.
Section 3.
In order to be nominated for Board positions, candidates must be current Active Members of the Organization.
Section 4.
In order to be nominated for officer positions, candidates must have been Active Members of the Organization for at least one year.
Section 5.
The Organization shall prepare and email the official ballot to the Active Membership at least six weeks before the Annual Board Meeting. Ballots, to be valid, must be cast electronically at least two weeks before the Annual Board Meeting.
Article VI—Powers and Duties of the Board
Section 1.
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 Conference, Annual Board Meeting, regular board meetings, special meetings, and business meetings, as well as the oversight of business affairs, development, and any other programs adopted by the Organization. The Annual Board Meeting generally, but not necessarily, shall be held at the time of the Annual Conference.
Section 2.
The Board shall have the authority to develop appropriate policies including, without limitation, a policy regarding harassment and a policy regarding conflicts of interest and compensation.
The Board shall be presided over by the President. It shall establish such committees as necessary to carry out its responsibilities in an efficient manner.
Section 3.
A quorum of the Board shall be a simple majority of all Board members.
Section 4.
A simplified version of Robert’s Rules of Order shall govern the conduct of all meetings.
Section 5.
Board members are expected to:
(A) Be active members of the Organization in good standing.
(B) 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 to the President. The continued service of a Board member who misses three or more meetings within the current 12-month period of the Board member’s term shall be subject to review by the Executive Committee.
(C) Sit on at least one committee of the Board.
(D) Attend the Annual Conference.
(E) Make an annual financial contribution to BIO at a level deemed appropriate by the individual Board member.
(F) Comply with BIO’s policies including, without limitation, signing the policy regarding harassment upon joining the Board, and signing, upon adoption and thereafter annually, disclosure statements pertaining to conflicts of interest and compensation.
Section 6. Removal of Board Member. Upon a finding that cause exists, and upon a vote of two-thirds of the Board members present at a meeting, the Board may terminate the Board membership of any person. For purposes of this section of the bylaws, cause includes misappropriation of BIO funds, failure to comply with BIO policies, or engaging in behavior deemed highly disruptive to BIO and failing to stop such behavior after receiving written notice from the Board. The member shall have the right to appear before the Board to defend against the charges. Removal of officers is governed by Article VII, Section 5. If the Board member removed is also an Officer, removal from the Board shall constitute a termination of that person’s term as an Officer.
Article VII—Duties of Officers
Section 1.
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.
Section 2.
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.
Section 3.
The Treasurer shall: review all disbursements of funds; prepare a proposed budget each fall for submission to the Board; prepare an annual report on the financial status of the Organization in advance of the Annual Board Meeting, which shall be available for Active Members on request; and shall serve as financial adviser and consultant to the Organization.
Section 4.
The Secretary shall take minutes at board meetings and be responsible for correspondence to Board members.
Section 5.
Removal of Officers. Upon a finding that cause exists, and upon a vote of two-thirds of the Board members present at a meeting, the Board may terminate an Officer’s term of office. For purposes of this section of the bylaws, cause includes misappropriation of BIO funds, consistent failure to perform the duties of the office, and failure to comply with BIO policies. An Officer’s removal shall also constitute removal from Board membership.
Article VIII – Executive Director
Section 1.
The Board is authorized to hire, terminate, and specify the terms of employment for an Executive Director who, under the direction of the President, shall assist the Board in the Organization’s administration.
Section 2.
Except as excused by the President, the Executive Director shall attend, as a non-voting member, all meetings of the Board and the Executive Committee.
Article IX—Committees
Section 1.
The Executive Committee is comprised of the officers of the Organization. The Executive Committee acts as necessary between board meetings.
Section 2.
Other committees may be created by the Board, such as awards, fellowships, development, membership, program, publicity, and social media, and ad hoc committees.
Section 3.
The President appoints a chair for each committee. In consultation with one another, the committee chair and President appoint committee members. All committee members must be active members of the Organization in good standing.
Article X—Amendments
Section 1.
Amendments that affect the right of members to elect Officers and other Board members require a vote by the entire Active Membership. A majority of the Active Membership must cast ballots, and a majority of votes cast must approve the amendment. The Board shall email such proposed amendments to the Active Membership at least six weeks before the Annual Board Meeting. Votes, to be valid, must be cast electronically at least two weeks before the Annual Board Meeting.
Section 2.
All other amendments require approval by a majority vote of all Board members. Proposed amendments to the bylaws shall be distributed to all Board members no fewer than seven (7) days in advance of the meeting at which they will be voted upon.
Bylaws initially approved by BIO’s Board of Directors June 12, 2020.
Amendments approved by BIO’s Board of Directors February 9, 2024.