IDPF Bylaws

International Digital Publishing Forum
(as amended by IDPF membership February 8, 2014)

ARTICLE I

Offices

                        Section 1.  Principal Office.  The principal office of International Digital Publishing Forum (hereinafter called the "Corporation") shall be located in theDistrict of Columbia.

                        Section 2.  Other Offices.  The Corporation may also have offices at such other places, both within and without the District of Columbia, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

Members

                        Section 1.  Classes of Membership.  The Corporation shall have one class of members.  All members in the organization shall have voting privileges in the corporation.  Membership is open to any corporation, organization or individual.

                        Section 2.  Application for Membership.  Application for membership shall be submitted in writing, via electronic mail or an Internet web form to, and upon terms, qualifications and conditions specified by the Board of Directors.  Liability of a Member for dues shall commence on the date of approval of membership. 

                        Section 3.  Termination.  A membership may be terminated whenever the best interests of the corporation will be served by the termination or for failure to pay dues or assessments within sixty (60) days after notice of delinquency given by the Board of Directors.  A super majority (two thirds) of a quorum of the Members is required to terminate a membership except when the removal is for failure to pay dues. Termination of a membership will be effective immediately upon the occurrence of a super majority vote by the members.  The membership fee paid by a terminated Member shall not be refundable. Upon failure of a member to pay dues or assessments within sixty (60) days after notice of delinquency given by the Board of Directors, the Board may terminate the membership immediately, or may in its reasonable discretion grant an extension of the deadline to pay.

                        Section 4.  Resignation.  Any member may resign at any time upon first discharging any indebtedness due the Corporation and submitting such member's resignation in writing to the Secretary.  Such resignation shall take effect at the time specified in such resignation, or if no time is specified, at the time of its receipt by the Secretary.  Such resigning member shall not be entitled to a refund of any portion of membership dues or assessments.

                        Section 5.  Voting Rights.  All Members in good standing shall have the right to one (1) vote per Motion, including the election of Directors.

                        Section 6.  Membership Dues.  The Board of Directors shall determine the amount of dues to be paid by the Members and the manner of payment.  Any changes in the amount of dues shall not be effective until thirty (30) days after the Members are notified in writing of such change. 

                        Section 7.  Assessments.  No assessment may be levied against the Members of the Corporation unless authorized by the affirmative vote of a majority of the Directors present at a meeting of the Board of Directors at which a quorum is present, and if any assessment is so authorized, any Member who, within thirty (30) days of notice thereof, elects to resign its membership rather than pay such assessment shall incur no liability therefore.

                        Section 8.  Member Representation.  Members must designate a Primary Representative and may designate an Alternate Representative.  Only one of its Representatives shall be entitled to vote (hereinafter, the “Voting Representative”) on behalf of the Member on a Motion. 

                        Section 9.  Meetings of the Membership.  Solely for purposes of conducting the affairs of the Corporation, the Members shall hold an annual meeting at such time and place as the Board of Directors shall designate and at which time and place the Voting Members may elect persons to the Board of Directors and the Members may conduct such other business as may be proper.   Meetings may be held either in person or virtually (i.e., electronically). 

                        Section 10.  Quorum and Voting.  At any meeting of the Members, unless otherwise provided by law, more than twenty-five percent (1/4) of the Members entitled to vote, present in person or by proxy shall, taken together, constitute a quorum for all purposes.  A majority of the votes cast at a meeting at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless the concurrence of a greater proportion is required by statute, the Articles of Incorporation, or these Bylaws.  In the absence of a quorum or when a quorum is present, a meeting may be adjourned from time to time by vote of a majority of the Members present in person or by proxy without notice other than by announcement at the meeting and without further notice to any absent Member.  At any adjourned meeting at which a quorum shall be present any business may be transacted which would have been proper at the meeting as originally noticed.

                        Section 11.  Notice; Waiver of Notice.  Whenever any notice of a meeting of the Members is required to be given under provisions of the Articles of Incorporation or these Bylaws, such notice shall be given either personally (including hand delivery), by telephone, by facsimile transmission, by mail, email, or by telegram, addressed to the Representatives at their respective addresses as they appear on the records of the Corporation and, unless otherwise provided in these Bylaws, at least ten days, but no more than fifty days, before the date designated for the meeting.  A written waiver of such notice, signed by the person or persons entitled to such notice and filed with the records of the meeting (whether such waiver is given before or after the holding of such meeting) shall be equivalent to the giving of such notice.  Presence at any meeting without objection also shall constitute waiver of any required notice.  Notice shall be deemed given at the time when the same is personally delivered, deposited in the United States mail, with postage thereon prepaid, delivered by email or facsimile, or delivered to a telegraph company.  While additional business may be transacted at the meeting, any Notice of a meeting must state all business expected (at the time of the Notice) to be transacted at the meeting.

                        Section 12.  Action Without Meeting.  Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting provided that all Members are given the opportunity to vote directly or by proxy.

ARTICLE III

Board of Directors

                        Section 1.  Powers.  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not prohibited by statute or by the Articles of Incorporation or these Bylaws.  Any action by the Board of Directors may be rescinded by a simple majority of a quorum of Members, unless prohibited by the Articles of Incorporation, these Bylaws, or statute.  The Secretary shall call a vote on any Board action to be rescinded within fourteen (14) days of receipt of a petition requesting such vote from Primary Representatives of Members in a number equal to the number of Directors.  Such petition may be sent by an identical email message sent separately to the Secretary by each of the petitioners.  The petition shall set forth the action to be rescinded, the reasons therefore, and the date the action was taken.

                        Section 2.  Number and Election.  The number of Directors which shall constitute the entire Board of Directors shall be fourteen (14) including the President, with the Directors to be groups in two even classes, to be elected in even and odd years, respectively. All Board members must be Primary Representatives of Members.  No decrease in the number of directors shall have the effect of shortening the term of any incumbent Director.  The Directors shall be elected (each for a two-year term starting on their date of election) by the Members using the following process.

                       Each Primary Representative of a Member may nominate him/her self during the nomination period for the position of President and/or Director. The nominating period will be at least 1 week.  A Nominating Committee of the Board may also nominate candidates pursuant to Article IV, Section 2 of these Bylaws.

                         Members may campaign for a Director position, including the position of President, pursuant to the policies and procedures for campaigns. The IDPF will provide for each Director candidate a means to provide to all members a biography and campaign statement.

                        If the President’s seat is vacant, the first election held will be for the President. The election will use the Alternative Vote as defined in Appendix A of these Bylaws, entitled "Voting Definitions." This vote requires a Quorum of the Members. 

                        The election for the Directors other than the President will use the Alternative Vote. This vote requires a Quorum of the Members.

                        Except as provided in Section 3 hereof, each Director elected shall hold office until his/her successor is elected and qualified or until his/her earlier resignation or removal.  Directors need not be residents of the District of Columbia but must be Primary Representatives of Members.

                        Section 3.  Vacancies.  Any vacancy occurring on the Board of Directors (including a vacancy resulting from an increase in the number of Directors) shall be filled by the approval of the Members (including by a sole remaining Member), and each Director so elected shall hold office until his/her successor is elected and qualified or his/her earlier resignation or removal.  Any vacancy shall be filled by an election (including by a sole remaining Member).

                        Section 4.  Annual Meeting.  A regular annual meeting of the Board of Directors shall be held without notice other than this Bylaw at 10:00 a.m. on the first Monday following the first Sunday in January in each year or, if such date shall be a legal holiday, on the next succeeding business day at the same time, at the principal office of the Corporation, or on such other date or at such other time or place as shall be determined by the Board of Directors.

                        Section 5.  Regular Meetings.  The Board of Directors may provide by resolution the date, time and place for the holding of regular meetings, other than the annual meeting of the Board of Directors, without other notice than such resolution.

                        Section 6.  Special Meetings.  The Chairperson upon five days notice to each Director may call special meetings of the Board of Directors.  Additionally, a special meeting shall be called by the Secretary on like notice upon the written request of two-fifths of the number of Directors then in office.  Such meeting shall be held on such date and at such time and place as shall be designated in the notice of the meeting by the person or persons calling the meeting.

                        Section 7.  Notice; Waiver of Notice.  Whenever any notice of a meeting of the Board of Directors is required to be given under provisions of the Articles of Incorporation or these Bylaws, (a) such notice shall be given either personally, by telephone, by mail, email, facsimile or by telegram, addressed to the Director at his or her address as it appears on the records of the Corporation and, unless otherwise provided in these Bylaws, at least five (5) days before the date designated for such meeting, or (b) a waiver thereof, signed (in writing or by email or facsimile) by the person or persons entitled to such notice and filed with the records of the meeting, whether before or after the holding thereof, shall be equivalent to the giving of such notice.  Notice shall be deemed given at the time when the same is personally delivered, deposited in the United States mail, with postage thereon prepaid, delivered by email or facsimile, or delivered to a telegraph company.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.  Presence at any meeting without objection also shall constitute waiver of any required notice.

                        Section 8.  Quorum and Vote at Meetings.  At any meeting of the Board of Directors, a majority of the Directors in office shall be necessary and sufficient to constitute a quorum for the transaction of all business, provided, however, that in no event shall a quorum consist of less than one-third of the number of Directors fixed in accordance with these Bylaws.  A majority of the votes cast at a meeting of the Board of Directors, duly called and at which a quorum is present, shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless the concurrence of a greater proportion is required for such action by statute, the Articles of Incorporation, or these Bylaws.  If, at any meeting of the Board of Directors, there shall be less than a quorum present, a majority of those present may adjourn the meeting, without further notice, from time to time until a quorum shall be present.  At any adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

                        Section 9.  Virtual Meetings.  Members of the Board of Directors or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment or suitable method by means of which all persons participating in the meeting can interact with each other.  Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

                        Section 10.  Resignation and Removal of Directors.  Any Director may resign at any time.  Such resignation shall be made in writing, by email or facsimile and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the President or Secretary.  The acceptance of a resignation shall not be necessary to make it effective.    Director removal may be initiated by the Board or by the membership. The general membership may initiate removal by submitting a petition with support from thirty-three (33) percent of the Membership. The removal of a Director requires a two week Review Period before a vote may be held. A majority of a quorum of the Members may remove a director.

                        Section 11.  Compensation and Reimbursement.  Directors and members of any committee of the Board of Directors shall not be entitled to compensation for their services as Directors or committee members.   Directors and members of any committee of the Board of Directors shall be entitled, to the extent authorized by the Board of Directors, to reimbursement for any reasonable expenses incurred in attending meetings of the Board or any committee of the Board, as the case may be.

ARTICLE IV

Committees

                        Section 1.  Executive Committee.  The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish an Executive Committee to consist of the President and two (2) or more Directors appointed by the Board of Directors.  When the Board of Directors is not in session, the Executive Committee shall have and may exercise all of the powers of the Board of Directors, except to the extent, if any, that such authority shall be limited by resolution of the entire Board of Directors; provided, however, that neither the Executive Committee nor any other committee shall have the power to amend the Articles of Incorporation or these Bylaws of the Corporation.

                        Section 2.  Nominating Committee.  The Board of Directors may, by resolution adopted by a majority of the Directors in office, establish as a standing committee a Nominating Committee to consist of the President and two (2) or more Directors appointed by the Board of Directors.  Except in the case of a special election to fill a vacancy, at least sixty (60) days prior to any election for Directors and Officers, the Nominating Committee shall provide a slate of nominees to the Board of Directors.  Members and Board members may submit nominations to the Committee.

                        Section 3.  Other Committees.  The Board of Directors may, by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present, appoint from among its members one or more other committees, composed of two (2) or more Directors, for such purposes and with such powers as the Board of Directors may provide, except that no such committee or committees shall have or exercise the authority of the Board of Directors, of the Executive Committee, or of the Nominations Committee, with respect to the management of the Corporation.

                        Section 4.  Tenure.  Subject to the provisions of Section 9 of this Article IV, each member of the Executive Committee, the Nominating Committee, or any other committee shall hold office until the next regular annual meeting of the Board of Directors following his/her appointment and until his/her successor is designated by the Board of Directors.

                        Section 5.  Meetings and Notices.  Regular meetings of committees of the Board of Directors may be held without notice at such times and places as such committees may determine from time to time by resolution.  Special meetings of committees may be called by any member thereof upon not less than one day's notice stating the place, date, and hour of the meeting, which notice may be written or by telephone or telegram.  The notice of a meeting of a committee need not state the business proposed to be transacted at the meeting.  Any member of a committee may waive notice of any meeting thereof, either before or after the meeting, by signing a waiver of notice which shall be filed with the records of such meeting, or by attendance at such meeting.

                        Section 6.  Quorum.  A majority of the members of a committee shall constitute a quorum for the transaction of business at any meeting thereof.  The vote of a majority of the members of a committee present at a meeting at which a quorum is present shall constitute action of the committee, unless a super majority (two-thirds) is determined by the Board of Directors to be required for certain committee decisions.

                        Section 7.  Action Without a Meeting.  Any action required or permitted to be taken at a meeting of a committee may be taken without a meeting if a written consent, setting forth the action so taken, shall be signed by all of the members of the committee and filed with the minutes of proceedings of the committee.

                        Section 8.  Virtual Meetings.  Members of the Board of Directors or any committee designated by the Board may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment or suitable method by means of which all persons participating in the meeting can interact with each other.  Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

                        Section 9.  Vacancies.  Any vacancy occurring on the Executive Committee or the Nominations Committee may be filled by a resolution adopted by a majority of the Board of Directors in office.  Any vacancy occurring on any other committee or committees may be filled by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present.

                        Section 10.  Removal and Resignations.  Any member of the Executive Committee or the Nominations Committee may be removed at any time, with or without cause, by resolution adopted by a majority of the Directors in office.  Any member of any other committee may be removed by resolution adopted by a majority of the Directors present at a meeting at which a quorum is present.  Any member of a committee may resign from the committee at any time by giving written notice to the Board of Directors or the President or Secretary of the Corporation.  Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.

                        Section 11.  Procedure.  All committees established by the Board of Directors shall keep regular minutes of their proceedings and the chairperson of each committee shall report any actions taken to the Board of Directors at the next meeting thereof held after the committee meeting.  The minutes of committee meetings shall be distributed to all members of the Board of Directors.

ARTICLE V

Officers

                        Section 1.  Positions.  The officers of the Corporation shall be a Chairperson of the Board of Directors, a President, a Secretary, and a Treasurer, who shall exercise such powers and perform such duties as shall be determined from time to time by the Board.  Any number of offices may be held by the same person, unless the Articles of Incorporation or these Bylaws otherwise provide; provided, however, that in no event shall the President and the Secretary be the same person.  The Chairperson of the Board of Directors, the President, the Secretary, and the Treasurer shall be members of the Board of Directors.

                        Section 2.  Election and Term of Office.  The President of the Corporation shall be elected by the Members and shall serve a term of two (2) years.  All other officers shall be elected by the Board of Directors and each shall serve a term of two (2) years, or less, if the officer's term as a member of the Board of Directors should expire prior to the end of the two-year term as officer.  All officers shall serve until their successors have been chosen and qualified or until their death, resignation, or removal.

                        Section 3.  Resignation and Removal.  Any officer may be removed from office by a vote of a majority of a quorum of the Members. Such removal shall not prejudice the contractual rights, if any, of the person so removed.  Any officer may resign at any time by delivering a written resignation to the Board of Directors, the President or the Secretary. 

                        Section 4.  Chairperson of the Board.  The Chairperson of the Board shall preside at all meetings of the Board of Directors and shall perform such other duties and have such other powers as may be vested in the Chairperson by the Board of Directors.  In the absence of the Chairperson, the Board of Directors may elect an acting chairperson to preside at meetings until the Chairperson returns or is replaced.

                        Section 5.  President.  The President shall be the chief executive officer of the Corporation, shall be an ex-officio member of all standing committees of the Board of Directors, shall have general and active management of the business of the Corporation and shall insure that all orders and resolutions of the Board of Directors are carried into effect.  The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.

                        Section 6.  Secretary.  The Secretary shall attend all meetings of the Board of Directors, and shall record all the proceedings of the meetings of the Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees of the board, when required.  The Secretary shall give, or cause to be given, notice of all special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or by the President, under whose supervision the Secretary shall be.  The Secretary shall have custody of the corporate seal of the Corporation, and the Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by the signature of the Secretary.  The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer's signature.  The Secretary may also attest all instruments signed by the Chairperson of the Board, or the President

                        Section 7.  Treasurer.  The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.  The Treasurer shall disburse the funds of the Corporation as ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President, and to the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation.  If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the Treasurer's office and for the restoration to the Corporation, in case of the Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind, in the Treasurer's possession or under the Treasurer's control and belonging to the Corporation.

                        Section 8.  Compensation.  Any officer of the Corporation is authorized to receive reasonable compensation for services rendered, when authorized by the membership.

ARTICLE VI

Indemnification and Liability Limitation

                        Section 1.  General.  Unless expressly prohibited by law, the Corporation shall fully indemnify any person made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person, or such person's testator or intestate, is or was a director, officer, employee or agent of the Corporation or serves or served any other enterprise at the request of the Corporation, against all expenses (including attorneys' fees), judgments, fines and amounts paid or to be paid in settlement incurred in connection with such action, suit or proceeding.

                      Section 2.  Limitation of Liability.  Provided the corporation maintains liability insurance with a limit of coverage of not less than $200,000 per individual claim and $500,000 per total claims that arise from the same occurrence, officers, directors and other persons who perform services for the corporation and who do not receive compensation other than reimbursement of expenses ("volunteers") shall be immune from civil liability.  Additionally, persons regularly employed to perform a service for a salary or wage ("employees") shall not be held personally liable in damages for any action or omission in providing services or performing duties on behalf of the corporation in an amount greater than the amount of total compensation (other than reimbursement of expenses) received during the twelve (12) months immediately preceding the act or omission for which liability was imposed.  Regardless of the amount of liability insurance maintained, this limitation of liability for volunteers and employees shall not apply when the injury or damage was a result of the volunteer or employee's willful misconduct, crime (unless the volunteer or employee had reasonable cause to believe that the act was lawful), transaction that resulted in an improper personal benefit of money, property or service to the volunteer or employee, act or omission that occurred prior to the effective date of the District of Columbia Nonprofit Corporation Amendment Act of 1992, or act or omission that was not in good faith and was beyond the scope of authority of the corporation pursuant to this act or the corporate charter.  This limitation of liability shall not apply to any licensed professional employee operating in his or her professional capacity.  The Corporation is liable only to the extent of the applicable limits of insurance coverage it maintains.

ARTICLE VII

General Provisions

                        Section 1.  Execution of Instruments.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

                        Section 2.  Seal.  The Corporation may have a seal of such design as the Board of Directors may adopt.  If so adopted, the custody of the seal shall be with the Secretary and he/she shall have authority to affix the seal to all instruments where its use is required.

                        Section 3.  Fiscal Year.  The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each year, with the initial fiscal year to commence on the date of incorporation.

ARTICLE VIII

Amendments of Bylaws

                        These Bylaws may be amended, repealed, or altered, in whole or in part, and new Bylaws may be adopted, by a majority of the votes cast at any meeting of the Members duly called and at which a quorum is present.

*     *     *     *     *

APPENDIX "A"

Voting Definitions

An Alternative Vote may be held in an election to fill one or more than one position from a single ballot containing a list of candidates. In an Alternative Vote, each voter may vote for any number of candidates on the ballot up to and including the number of positions to be filled by the election. Each voter may vote no more than once for any single candidate on the ballot.  For example, if the election is to fill two positions from a single ballot, each voter may vote for one or two candidates but may not cast two votes for the same candidate.

All candidates are ranked in order of the number of votes each candidate receives. The candidate receiving the highest number of votes is elected to the first position to be filled; the candidate receiving the second-highest number of votes is elected to the second position to be filled; and so on, until all positions are filled. A tie occurs when (a) more than one of the remaining candidates receive an equal number of votes; (b) such candidates (the "tied candidates") receive a higher number of votes than any other remaining candidate; and (c) the number of tied candidates exceeds the number of positions remaining to be filled. In the event of a tie, a runoff election using an Alternative Vote is held to fill all remaining positions from a single ballot listing the tied candidates.