Adopted July 24, 1998
Revised October 23, 1998
2nd Revision, April 1, 2000
3rd Revision, July 7, 2001
4th Revision, August 28, 2003
5th Revision, April 7, 2007
6th Revision, March 5, 2010
7th Revision, June 21, 2011
Article 1 - Name
This organization shall be known as EPIC, the Electronic Publishing Industry Coalition, more commonly known as EPIC. EPIC is incorporated in the state of Oregon as a not-for-profit mutual benefit with members corporation and recognized by the Internal Revenue Service as tax-exempt under section 501(c)(6) as a business league.
Article 2 -Purpose and Limitations
EPIC shall be a professional organization of published authors, publishers, editors, and other industry-related professionals. EPIC shall be a strong voice for electronic publishing, setting high standards for members to protect the integrity of the industry. Notwithstanding any other provision of these bylaws, this corporation shall engage in no activities forbidden to be carried out by a corporation exempt from federal income tax under Internal Revenue Service Code Section 501(c)(6) or by a not-for-profit corporation formed under the laws of the State of Oregon.
Article 3 - Unique Nature of EPIC
Whereas EPIC members do not meet regularly on face-to-face basis, let it be fully understood that most organization business shall be conducted via e-mail, chat session, via posts to EPIC's business list, or through such means as shall become available.
Article 4 - Membership
Membership shall consist of authors and publishing/ePublishing industry professionals. All members shall have the same rights and obligations with respect to voting, dissolution, redemption, transfer, and any other matters, and there shall be no classes of membership with different rights or obligations. Membership, and/or the rights and obligations thereof, may not be transferred to another party. EPIC members shall receive no remuneration except as repayment of reasonable expenses or for contracted services as outlined in Article 8, Finances and Audit. EPIC members must meet the following qualifications:
A. All members must be at least 18 years of age or the age of majority in the country, state, province, or other administrative division of residence, whichever is the higher.
B. Membership groups.
1. Published authors. "Published" is defined as the author of a work for sale by an established publisher, as defined in point 3.a.1. For purposes of initial membership qualification, "the work" is defined as a work of non-fiction, fiction, or poetry published by an established publisher. A body of newspaper or magazine articles, or other journalistic works produced in either print or electronic formats, does not qualify the applicant for membership.
a. EPIC may, at its discretion, require additional documentation to verify eligibility for membership.
b. Authors who are contracted with an established publisher may be admitted as EPIC members contingent upon actual publication of their contracted work. Membership will be discontinued and any dues paid will be refunded if the applicant's eligibility is affected by a contract cancellation, cessation of operation by the publisher, or other reason.
1) When a contracted work is published and available for sale, the contingency provision will no longer apply.
2) An author may maintain eligibility by contracting a work with another publisher before his/her membership renewal date.
2. Authors who have self-published by any means and made available for sale to the public qualifying material, defined as a work of non-fiction, fiction or poetry, are eligible for membership.
3. Publishers and Other Industry Members.
a. A "Publisher" is defined as a Publisher who has published and made available for sale qualifying material, defined as a work of non-fiction, fiction or poetry.
1) Publisher Industry membership is an individual membership and the applicant must be the owner, President, CEO, Senior Editor, or other officer of a publishing company which is eligible as described under in this section. Such membership is not transferrable to another officer of the publishing company.
2) If a publisher discontinues operation for any reason, membership shall be terminated on their annual membership renewal date for any and all individuals who are EPIC members solely by virtue of their employment association with the publisher, unless their eligibility has been restored by employment with another publisher or they have become an independent contractor. If the association with the publisher is terminated for cause, membership shall likewise be terminated.
b. Book Editors, cover artists, typesetting and layout designers, and other employees of a publisher as defined above are eligible for membership. Such professionals who operate as independent contractors for publishing houses or authors shall also be eligible for membership as long as they continue to be active in the industry.
c. Booksellers who offer eBooks.
d. Others professionals who are actively involved in the ePublishing industry.
Article 5 - Board of Directors
EPIC's Board of Directors, herein referred to as "the Board," shall consist of active members in good standing. The official positions held within this Board shall be President, Vice President, Secretary, and Treasurer, who shall be called "Officers." Three (3) Directors shall also serve. These are all voting members of the Board. No decisions may be made by the Board without a majority of Board Members voting.
All Officers and Directors shall affirm their acceptance to abide by a code of conduct. The wording of this Code shall be placed in the Board of Directors Policy and Procedures Manual.
A. Board members shall receive no remuneration except as repayment of reasonable expenses incurred in the normal course of their duties. These reasonable expenses may include reimbursement for expenses related to their attendance at EPICon for the President, Vice President, Secretary, and Treasurer.
1. The President shall act as principal spokesperson for EPIC, preside at all board and business meetings, and oversee the running of the organization.
2. The President shall appoint, with the approval of the board, all committee chairpersons, and serve as an ex officio member of committees or appoint another board member to serve in that capacity. However, the President shall not serve as chairperson of any committee.
3. The President shall hold Board meetings at least quarterly.
4. The President shall post a quarterly update of EPIC activities, either on EPIC's web site, as a group post, or in any other fashion as will serve to inform the membership.
5. In the event a Board member cannot fulfill his/her term, the President shall recruit and appoint a replacement, with Board approval.
a. See also Paragraph K. below and Article 7, Removal of Directors.
B. The Vice President.
1. The Vice President shall act on the President's behalf in the event of the President's absence, including chairing Board meetings, and shall perform other duties as directed by the Board.
2. The Vice President shall assume the Presidency, if for any reason the President cannot fulfill the term for which he/she was elected.
a. Upon taking office, the new President shall appoint a new Vice President to fill the unexpired term, with the approval of the remaining Board members.
3. The Vice President shall not serve as the chairperson of any committee.
C. The Secretary.
1. The Secretary shall record EPIC's business meetings, posting the minutes of the meeting for EPIC membership within one week of the meeting.
2. The Secretary shall write correspondence at the direction of the President.
3. The Secretary shall maintain and archive all necessary records, including, but not limited to, board meeting minutes, Treasurer's reports, official correspondence, committee reports, legal documents relating to the organization, required by the Bylaws of EPIC or by any applicable statute or law.
4. The Secretary shall maintain the official membership roster.
5. The Secretary shall record all motions and seconds which take place on EPICBiz, inform the membership prior to voting of the precise wording of the motion, and record and report the results to the membership.
6. The Secretary shall receive all new member applications, verify eligibility, and other such actions as outlined in the Policy and Procedures Manual.
7. The Secretary shall not serve as chairperson of any committee.
D. The Treasurer.
1. The Treasurer must reside in the United States and conduct EPIC's business through a U.S. bank.
2. The Treasurer shall maintain, archive, and update any and all documentation related to the finances, incorporation, and non-profit status of EPIC.
3. The Treasurer shall prepare an annual budget, which shall be approved by the Board and the membership.
4. The Treasurer shall collect membership dues and other income.
5. The Treasurer shall make timely payments on behalf of EPIC.
6. The Treasurer shall ensure that a financial review or audit is performed per Article 15 of these by-laws.
7. The Treasurer shall not serve as chairperson of any committee, except the Treasurer shall chair any committee formed to assist the Treasurer in the conduct of EPIC's financial duties.
1. Three (3) Directors will be elected to the Board by the membership. The Directors shall have voting rights in Board meetings, and are responsible for attending all Board meetings and providing input to the business of EPIC.
2. A Director may serve as chairperson or member of a committee, at the President's discretion, with Board approval, as long as he/she is able to fulfill his/her Board responsibilities.
F. The immediate Past-President, if not elected to another Board position, shall act for one year as an ex officio member of the Board. The immediate past-president does not have voting rights in regard to any Board decisions.
G. The Board of Directors Policy and Procedures Manual shall outline specific methods and means of performing the duties outlined in this Article.
H. Terms of Office.
1. Officers shall serve a term of two years. The President, Vice President and Treasurer shall be elected every even year (i.e. 2012, 2014). The Secretary shall be elected every odd year (i.e. 2011, 2013).
2. Directors shall serve a term of two years, and be elected every odd year (i.e. 2011, 2013).
3. No Officer or Director may serve more than two consecutive terms in any office and no one shall serve on the Board for more than six out of eight consecutive years.
a. This limitation shall not apply to the Past-President serving as an ex officio member of the Board.
b. This limitation shall not apply to an Officer or Director filling an unexpired term.
I. Replacement of Officers.
1. In the event the President cannot fulfill his/her term of office he/she shall be replaced by the Vice President. The newly installed President shall recruit and appoint, with approval of the remaining Board members, a qualified member to assume the duties of Vice President for the remainder of the unexpired term.
2. In the event another member of the Board cannot fulfill his/her term of office, a qualified member shall be appointed by the President to fulfill the term, with Board approval.
3. In the event the entire board cannot fulfill their terms, candidates shall be recruited by the immediate Past-President, and an election shall be held as expeditiously as possible as described in Article 10, Voting.
J. Voting in the Board.
1. All Board decisions shall be reached through voting.
2. For every decision to be made, a motion shall be made by any Board member and recorded by the Secretary.
3. The President shall call for a vote to be taken after a period sufficient for all Board members to present their views or ask questions on the motion.
4. A majority of Board members must approve any Board action, with the exception of removal of a member, which must be unanimous, as described in Article 6, Removal from Membership.
a. In case of removal of a Board member, the member in question will not have a vote.
Article 6 - Removal from Membership
A. The Board shall have the authority to remove from membership any member whose continued association with EPIC would cause damage to the organization.
B. A complaint may be brought by any member for removal of another member.
1. The complaint must be brought to the President with any evidentiary material.
2. The President shall present the material to the Board.
3. The charged member shall have the opportunity to review the material and make a defense.
4. The Board may call for further information prior to determining whether there is cause for removal.
5. The Board must vote unanimously in favor of removal. If such a majority is not found, the complaint is dismissed.
6. The President shall report to the charged member and the member who brought the complaint prior to reporting the result to the membership. In a case where no cause is found for removal, the Board may, at its discretion, choose to keep the matter confidential. All parties shall then be required to honor this decision, on pain of removal.
C. Cause shall be found for removal in cases of:
1. Failure to pay annual dues.
a. Failure to pay annual dues more than sixty (60) days past the due date shall be cause for immediate removal from EPIC membership with no further action required. Lapsed members must reapply for membership as a new member.
b. The Board shall have the option to extend the payment period or waive renewal dues for a member in the event of extreme financial hardship.
3. Misrepresentation of membership qualifications.
4. Persistent posts of a defamatory or offensive nature, further defined in the Policy and Procedure Manual.
5. Misuse of EPIC property and/or records.
6. Disseminating, in any form, a discussion, post, or other material or information obtained as a result of EPIC membership, to any non-member without prior permission of the original author.
7. Distribution by sale or gift of any portion of the EPIC roster.
8. Illegal or criminal activity.
9. Violation of any part of these by-laws.
10. Unethical business practices.
11. Public discussion of a confidential finding by the Board.
D. Removal of an Officer or Director is described under Article 7, Removal of Officers or Directors.
Article 7 - Removal of Officers or Directors
Officers or Directors may be removed from office for committing any of the violations listed in Article 6, Removal from Membership, or for non-performance or negligence of duties, or malfeasance. Any Officer or Director so charged shall be entitled to all rights afforded a member under Article 6.
A. Any member may bring charges.
1. Charges must be seconded before action may be taken.
2. Evidence must be presented with the charge to the Board.
B. The President shall appoint an ad-hoc committee to examine the charges and determine whether the charges are factual.
1. The committee will then bring a report to the membership through the Board, with a recommendation of either acquittal or removal.
a. In the event the officer in question is the President, then the Vice President shall form the ad hoc committee and shall be the person to whom the ad hoc committee reports.
b. In the event that the entire Board is accused, the immediate Past-President shall form the ad hoc committee and be the person to whom the committee shall report.
c. If the immediate Past President is not available, or is included in the charges as an ex-officio member of the Board, another Past-President shall form the ad hoc committee and be the person to whom the committee shall report.
C. The membership shall then vote as described in Article 10, Voting. If two-thirds (2/3) of the members voting approve removal, the Officer(s) or Director(s) charged shall immediately be removed from the Board, and from EPIC membership if charged with an infraction under Article 6.
D. The officer(s) in question shall be notified privately of ballot results prior to any announcement to general membership.
E. Removed Directors shall be replaced as described under Article 5.K., Replacement of Officers.
1. If the entire Board is removed, the immediate Past-President or another Past-President shall assume the Presidency temporarily to call for new elections.
2. Elections shall be conducted as described under Article 5, as quickly as is feasible.
Article 8 - Finances and Audit
EPIC shall receive income from member dues, contest entry fees, or any other source which does not violate EPIC's non-profit status.
1. Dues are non-refundable, except as noted elsewhere in these bylaws, and shall be payable annually on the first day of the anniversary month of a member's joining EPIC.
2. Dues for a new member are payable upon being received into membership.
1. Except as noted below, all expenditures must be anticipated by a budget which is approved by EPIC's membership.
2. The budget must be balanced with available funds and reasonably anticipated income.
3. Board-approved expenditures.
a. The Board may approve expenditures of no more than 10% of the projected operating budget, not to exceed $7500 per fiscal year, for expenses which are urgent to EPIC's operation.
4. Receipts must be provided to the Treasurer prior to reimbursement or payment.
1. Officers and Directors shall receive no remuneration except as repayment of reasonable expenses incurred in the course of performing duties on behalf of EPIC.
a. These reasonable expenses may include partial or total reimbursement for expenses related to attendance at EPICon for the President, Vice President, Secretary, and Treasurer.
b. Directors may be reimbursed for EPICon registration fees.
2. EPIC members shall receive no remuneration except as repayment of reasonable expenses incurred in the course of performing duties on behalf of EPIC.
3. As directed by the membership, the Board may contract for services, including, but not limited to, web page maintenance, promotional services, legal services, or financial services.
a. Contracting may be delegated to a committee, with appropriate reporting to the Board. Only the President may sign contracts which commit EPIC to financial responsibility.
b. EPIC members shall be permitted to bid for such contractual relationships and receive payment as agreed.
D. The fiscal year shall run from April 1 to March 31.
1. EPIC's financial records shall be reviewed every year. A full audit shall be conducted every five years.
2. The review shall take place during the month of June covering the previous fiscal year (April 1 – March 31) in the manner described in the Board of Directors Policy and Procedures Manual.
3. A reviewer shall be appointed by the President with Board approval to conduct the review.
a. The reviewer shall not be current a board member.
4. The method and means of conducting the full audit shall be described in the Board of Directors Policy and Procedures Manual.
Article 9 - By-laws, Resolutions and Amendments
EPIC's Bylaws shall be reviewed as requested by the membership or deemed necessary by the Board of Directors, but not less than every two years. The review shall be conducted by the Board of Directors.
A. By-laws amendments.
1. Any member may propose bylaws changes to the Board, by posting on the EPIC business list.
a. Following a discussion period not to exceed five (5) days, the member shall submit a formal proposal to the Board.
2. The Board may also propose amendments to the Bylaws.
B. Amendment process.
1. The President shall present the proposal to the membership for discussion, which shall last no more than five (5) days, followed by a vote.
2. Amendments to the Bylaws shall be made by a majority vote of the membership, and shall become effective immediately.
3. Voting on Bylaws amendments shall be conducted as described under Article 10, Voting.
C. These By-laws are the constitution of EPIC. Previous versions are repealed.
Article 10 - Voting
All major business must be approved by the membership. "Major business" is defined as any action which incurs an expenditure of more than 10% of the projected budget, not to exceed $7500 per year, or an action which affects EPIC's effectiveness as an organization.
A. All business motions must be posted to the EPICbiz list and seconded by a post from at least one member.
B. A motion may be made by any EPIC member in good standing, or by the President representing the Board. A motion brought to the membership by the President on behalf of the Board shall be considered to be seconded and shall proceed to discussion or vote.
C. Motions and seconds shall be accepted in the order made as recorded by the date/time of the post. Voting shall be defined as:
1. A voting ballot posted to the organization.
2. Votes shall be recorded as outlined in the Policy and Procedures Manual and counted by a designated vote counter who shall be an EPIC member in good standing.
a. No one shall count a ballot for which he/she is running with opposition.
3. The voting period shall be five days.
4. The designated vote counter shall forward the results to the Board, and the President shall announce the results to the membership.
5. In case of a tie vote, the motion is not agreed to and shall be defeated.
a. The motion may be made again, if supported by at least ten (10) per cent of the membership as determined by the President.
b. A motion which is not accepted by the membership on a second vote may not be brought before the membership again for two (2) years.
D. Election of Officers and Directors.
1. Nominations for elected offices shall be made during the period of 15-31 March of each year. The President, Vice President and Treasurer shall be elected every even year (i.e. 2012, 2014). The Secretary and Directors shall be elected every odd year (i.e. 2011, 2013).
2. The person nominated must consent to have his/her name placed on the ballot. The nomination must be seconded by an EPIC member.
3. Nominated persons must meet the requirements for office as described in these bylaws and the Policy and Procedures Manual.
4. The new officers shall assume their positions immediately after the announcement of the election results, with the exception of the Treasurer, who shall assume the office after the transfer of all financial records and materials, but no longer than two (2) weeks.
5. Voting for elected officers shall be conducted as defined in the previous section, with the following stipulations pertaining only to electing Officers and Directors.
a. In the case of a tie, a run-off election shall be held between the two nominees with the highest number of votes.
b. Should the run-off election produce a tie, an out-going officer, using the honor system, shall toss a coin. The person whose name is first on the ballot shall be heads and the second name shall be tails.
Article 11 - Non-liability of Members and EPIC
A. Every Director and officer of EPIC and/or their heirs, executors, administrators and other legal personal representatives shall, from time to time and at all times, be indemnified and saved harmless by EPIC from and against:
1. any liability and all costs, charges and expenses sustained or incurred with respect to any action, suit or proceeding proposed or commenced against a Board Member for, or in respect to, the execution of duties of office, and
2. all other costs, charges, and expenses that a Member of the Board may sustain or incur with respect to the affairs of EPIC except by his/her own willful neglect or default.
B. No Member shall be liable for the acts, receipts, neglects, or defaults by any other director or Member of this organization, nor shall they be held responsible for any loss, damage, or expense happening through the insufficiency or deficiency of properties and/or equipment acquired by order of the Board, or on behalf of EPIC.
C. No Member shall be accountable for any loss, whether it be monetary or dealing with property, occasioned by damage or misfortune which may happen in the execution of the duties of his/her respective office or trusts or in relation thereto, unless the same shall happen by or through his/her own willful act or default.
D. Any act which reflects or counteracts any stipulations set down in these Bylaws, and/or the Policy and Procedure Manual, shall be deemed invalid or ineffective by reason of subsequent ascertainment.
E. The Board may rely upon the accuracy of any statement or report prepared by EPIC's auditors, and shall not be responsible or held liable for any loss or damage resulting from acting upon such statement or report.
F. No private property may be subject as payment for any suit levied against EPIC. Members shall not be subject to the payment EPIC's debts nor shall any Member be held accountable for decisions made for this organization.
G. EPIC and its Membership shall not be held responsible for any correspondence, statements, or actions made by individual Members.
Article 12 - Dissolution
A. EPIC may be dissolved by a two-thirds (2/3) majority of those voting on the question.
B. All creditors shall be paid prior to the dissolution of the organization and any remaining funds shall be donated to not-for-profit organization(s) chosen by EPIC members by a vote.