Seminary Co-op Bookstores, Inc. By-laws


ARTICLE I.  Name and Address


The name of this corporation (hereafter, the “Corporation”) shall be The Seminary Co-op Bookstores, Inc.  The principal office shall be located at 5751 S. Woodlawn Ave., Chicago, Illinois, 60637, or at such other place as may be determined by the Board of Directors.


ARTICLE II.  Objectives


The Corporation’s purpose is to stock and sell a wide variety of books that provide cultural, literary, and intellectual value to its distinctive and engaged worldwide community of readers. The Corporation shall do this by maintaining an eclectic collection of titles not readily available elsewhere and by promoting a culture of informed book-buying through an array of events and vibrant discussions.


ARTICLE III.  Annual Community Meeting


The Board of Directors shall host an annual meeting for patrons of the Corporation and other members of the Corporation’s community.  At this meeting, the manager of the Corporation and the President of the Board or another Director will discuss matters such as the Corporation’s finances; highlights of the preceding fiscal year in terms of book sales, programming, and other business developments; and plans for the current fiscal year.  The meeting will also offer the opportunity for members of the Corporation’s community to provide suggestions for the continued success of the Corporation.  At least two weeks before the meeting will take place, the Board will post a notice of the meeting on its web site and at its stores, and will provide email notices to those patrons for whom the Corporation has email addresses.    


ARTICLE IV.  Board of Directors 


A.             Number of Voting Directors, Terms, and Term Limits. 


The Board of Directors shall consist of 18 elected voting Directors plus the manager of the Corporation, who shall be an ex officio Director with a vote.  The elected Directors shall be divided into three classes based on the year they are elected, with the size of each class as equal as possible to create continuity of leadership.  Elected Directors shall serve a term of three years, ending at the Annual Meeting of the Board three years from when they were first elected.  Elected Directors shall be limited to three consecutive terms. When from time-to-time vacancies occur and the number of Directors fall below 18, the Board will pursue recruitment for the open positions while continuing to conduct business. Any elected Director selected to fill a vacancy shall be treated as serving a first term only if the unexpired portion of the term being filled is 18 months or more; if the unexpired portion is less than 18 months, the elected Director is eligible to be elected for three full terms.  The Corporation’s initial elected Directors shall be sorted into classes to reflect their service on the Board of the predecessor entity and their service on the Board of the predecessor entity shall be counted toward determining when they have reached their term limits. 


B.             Election. 


The Board of Directors shall elect Directors for new three-year terms at the Annual Meeting of the Board of Directors.  The Board of Directors may elect Directors to fill vacancies at any meeting.  All Directors shall be elected from among the candidates recommended by the Nominating Committee.  The Corporation will post the results of Director elections on its web site.


C.              Nominations.


The Nominating Committee shall solicit recommendations for Director candidates from the Corporation’s community at least once per calendar year by taking steps it deems appropriate, such as placing a request for recommendations on the Corporation’s web site and issuing a request for recommendations by email to patrons for whom the Corporation has email addresses.  The Nominating Committee may also seek recommendations from sitting Directors and from other sources it deems appropriate.


D.             Meetings.


1.     Regular Meetings


The Board of Directors shall hold its regular meetings on such dates and at such times as the Board shall determine from time to time, provided that at least seven calendar days written notice (including by electronic mail) is given as to the time and place of each meeting. 


2.     Annual Meeting


A meeting during the fourth quarter of the calendar year shall be designated as the "Annual Meeting" at which new Directors will be elected and other formal annual business conducted.


3.     Special Meetings


Special Meetings of the Board may be held at the call of the President of the Board or of seven or more Directors by giving at least ten days prior written notice to each Director.


4.     Quorum


A quorum shall consist of seven Directors. When a quorum is present at any Board meeting, any questions brought before the meeting shall be decided by a majority of the Directors present, except that the decision to adjourn may be decided by a majority of the Directors present regardless of whether there is a quorum. 


5.     Attendance by Telephone


A Director may participate in any meeting by remote communication so long as the absent Director can hear the discussion of business and other Directors can hear the absent Director’s votes and comments.  A Director participating by remote communication may count toward a quorum.


E.              Actions Without a Meeting; Proxies.


The Board of Directors may take action without a meeting if all of the Directors consent in writing to such action.   Such written consent may include communication by e-mail and shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as a vote of the Directors at a meeting of the Board of Directors.


Proxy voting is prohibited, consistent with Illinois law.


F.              General Powers and Duties. 


The Board of Directors shall constitute the governing body of the Corporation and shall oversee the business and affairs of the Corporation.  The Board shall have all powers necessary to carry out the objectives of the corporation as set forth in Article II, including but not limited to:


1.         Overseeing the financial condition and operations of the Corporation and taking whatever action it deems necessary to maintain the soundness of the financial condition of the Corporation. 

2.         Hiring a manager, with such title as the Directors may determine, and dismissing the manager should the Board determine it appropriate to do so.


3.              Arranging for an annual audit of the Corporation’s financial records.

4.              Making decisions as to major changes in business activity and expansion.

5.              Approving the annual budget.

6.              Electing new Directors.

G.         Compensation.


No member of the Board of Directors shall receive any salary or compensation for their services as Director, nor shall any Director receive any service or benefit not provided to the general public.  Directors may receive reimbursement for out-of-pocket expenses incurred while conducting authorized business on behalf of the corporation.   


H.             Removal. 


The Board of Directors may remove a Director for cause, as determined by the Board in its discretion.  A decision to remove a Director requires the vote of at least two-thirds of the Directors then sitting, counting the Director proposed for removal.  


ARTICLE V.  Committees of the Board of Directors       


A.             Executive Committee.

The Executive Committee shall, during the intervals between the meetings of the Board, possess, and may exercise, all of the powers of the Board of Directors in the management of the business and affairs of the Corporation except that the Executive Committee may not appoint a manager, approve the annual budget, approve significant capital expenditures, amend the bylaws, or take any action prohibited by law to be performed by a committee of the Board.  The Executive Committee shall consist of the officers, the chairs of the Nominating and Compensation Committees, and at least two other Directors appointed by the President for terms of one year.  All actions taken by the Executive Committee shall be reported to the Board at its next succeeding meeting. The Executive Committee shall keep minutes of its meetings, which shall be maintained with other records of the Corporation. 

B.             Other Standing Committees.

The Board of Directors shall also have the following standing committees: a Nominating Committee and a Compensation

 Committee. A majority of the Directors then sitting may create additional standing committees.   Each standing committee shall have such powers, duties and responsibilities as may be given or assigned to it by the Board of Directors. The President annually shall appoint the chair and members of all committees established pursuant to this section.     

C.              Quorum.

A majority of the members of the Executive Committee or any other standing committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. 

D.             Ad Hoc Committees.

The Board of Directors may create and appoint persons to ad hoc advisory committees.  Such committees may have members who are not Directors, but the chair of each such committee shall be a Director.  Such committees may not act on behalf of the Corporation or bind it to any action but may make recommendations to the Board of Directors or to the officers.


ARTICLE VI.  Officers


A.             Election of Officers and Terms.

The officers of the Corporation shall be a President, a Vice President, a Treasurer, a Secretary, and such other officer positions as the Board may create.  All officers shall be elected by the Board for a one-year term at the Annual Meeting of the Board.  Any person may hold two or more offices except that the President shall not also be Vice President, Secretary or Treasurer.

B.             President and Vice President.

The President shall act as chair at all meetings of the Board of Directors and at the annual meeting referred to in Article III. In the absence of the President, the Vice President shall take the chair; in the absence of both the President and Vice President, the officers and Directors present shall elect one from among themselves to act as chair on that occasion.

C.              Treasurer.

The Treasurer shall be responsible for overseeing the Corporation’s finances and accounts, and shall be responsible for providing adequate financial reports to the Board at regular periods or as the Board may direct.

D.             Secretary. 

The Secretary shall keep full, true, and accurate records of all business conducted at Board of Directors and at committee meetings.  The Secretary shall cause timely notice to be given of all meetings of the Board of Directors and of the committees.


A.             Manager.


The manager is responsible for managing the Corporation’s operations, including hiring and supervising staff, developing and managing the budget, and developing a strategic plan in collaboration with the Board and then implementing the approved plan.


The manager is accountable to the Board of Directors and shall work closely with the Board to fulfill its objectives.  The manager shall sign or delegate authority to sign checks and enter into agreements, with the approval of the Board of Directors when appropriate, that are necessary to carry out the objectives of the corporation.  The manager shall be an ex officio member of the Board, with a vote.  The manager shall be entitled to notice of and attendance at meetings of the Board of Directors, except that the manager shall not attend any portion of a meeting that the Board designates as an executive session. 


B.             Other Staff. 


All other staff shall be supervised by and accountable to the manager. 


C.              Hiring Policies. 


Hiring shall be conducted in full compliance with the Corporation's anti-discrimination policy.  The Corporation shall hire no employees who are members of the immediate family (spouse, grandparent, parent, sibling or child) of any Director, the manager, or any person who will supervise the employee.


ARTICLE VIII.  Membership


The Corporation shall have no corporate members.  The Corporation may establish loyalty programs, book clubs, and other similar programs for patrons, but the members of any such programs will not be members of the Corporation and will have no corporate rights.


ARTICLE IX.  Indemnification


The Corporation shall indemnify and hold harmless all persons who serve as Directors, officers, or the manager of the Corporation from and against all claims and liabilities to which they become subject by reason of having been a Director, officer, or manager of the Corporation, or by reason of any action alleged to have been taken or omitted by them as Directors, officers, or manager. The Corporation shall also reimburse such persons for all legal and other expenses reasonably incurred in connection with any such claim or liability. Notwithstanding the foregoing, no person shall be indemnified or be reimbursed for any expense incurred in connection with a claim or liability arising out of his or her own negligence or willful misconduct. The Corporation, its Directors, officers, manager, employees, and agents shall be fully protected in taking any action or making any payment under this section or in refusing to do so upon the advice of counsel.


ARTICLE X.  Conflicts of Interest


The Board of Directors shall adopt and maintain a policy prohibiting conflicts of interest on the part of Directors and officers of the Corporation.


ARTICLE XI.  Amendment of the Bylaws


These bylaws may be amended at any regular or special meeting of the Board of Directors at which a quorum is present, provided that the Board received prior written notice of the proposed amendments and that the amendments shall have been proposed at a prior meeting of the Board or shall have been reviewed and recommended by the Executive Committee. Proposed amendments shall be approved by affirmative vote of two-thirds of the Directors present at the meeting, except that amendments to Articles II, III, and IV.C  shall require the affirmative vote of three-quarters of the then sitting Directors.