The National Buy a Book Day Foundation

ARTICLE I: NAME, PURPOSE

Section 1: The name of the organization shall be The National Buy a Book Day Foundation.

Section 2: The National Buy a Book Day Foundation's primary activity is educating the American people on the importance of books to our culture and community by encouraging citizens to go to any bookstore and buy a book on September 7th of each year, which we hope to establish as National Buy a Book Day. The entire organization will be involved in this activity, which is an annual event, every September 7th, conducted nationwide at any bookstore either physical or online. By buying a book together, as a community, every year on the same day, we come together in support of books. This is the exclusive goal of the organization, and it is funded entirely from public and corporate donations.

ARTICLE II: MEMBERSHIP

Section 1: Membership shall consist only of the members of the board of directors.

ARTICLE III: ANNUAL MEETING

Section 1: Annual Meeting. The date of the regular annual meeting shall be set by the Board of Directors who shall also set the time and place.

Section 2: Special Meetings. Special meetings may be called by the Chair or the Executive Committee.

Section 3: Notice. Notice of each meeting shall be given to each voting member, by mail, not less than ten days before the meeting.

ARTICLE IV: BOARD OF DIRECTORS

Section 1: Board Role, Size, Compensation. The Board is responsible for overall policy and direction of the Council, and delegates responsibility for day-to-day operations to the Executive Director. The Board shall have up to six (6) and not fewer than four (4) members. The board receives no compensation.

Section 2: Establishing the First Board of Directors. The first Board will be empanelled by invitation of the Board Chair/Executive Director/Founder, Philip Athans.

Section 3: Meetings. The Board shall meet at least once per year, at an agreed upon time and place, including via online meeting.

Section 4: Board Elections. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.

Section 5: Terms. All Board members shall serve two (2) year terms, but are eligible for re-election.

Section 6: Quorum. A quorum must be attended by a simple majority of the Board members before business can be transacted or motions made or passed.

Section 7: Notice. An official Board meeting requires that each Board member have written notice two weeks in advance.

Section 8: Officers and Duties. There shall be three officers of the Board consisting of a Chair/Executive Director, Secretary, and Treasurer. Their duties are as follows:

The Chair/Executive Director shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Secretary and Treasurer.

The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board members, and assuring that corporate records are maintained.

The Treasurer shall make a report at each Board meeting. Treasurer shall assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.

Section 9: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be send out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.

Section 10: Resignation, Termination, and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a majority vote of the remaining directors.

Section 11: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member postmarked two weeks in advance.

ARTICLE V: COMMITTEES

Section 1: The Board may create committees as needed, such as fundraising, housing, etc. The Board Chair/Executive Director appoints all committee chairs.

ARTICLE VI: AMENDMENTS

Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

These Bylaws were approved at a meeting of the Board of Directors of the National Buy a Book Day Foundation on January 15, 2012.

Signed by each of the Board of Directors.