ILAB By-laws 2010

CONSTITUTIONAL BY-LAWS OF

THE INTERNATIONAL LEAGUE OF ANTIQUARIAN BOOKSELLERS

amended at the Extraordinary General Meeting

held in Bologna on 19th September 2010

I. NAME, PURPOSE AND LOCATION

1. A federation of national associations of antiquarian booksellers is founded under the name of the International League of Antiquarian Booksellers (Ligue Internationale de la Librairie Ancienne) ruled by articles 60 et seq. of the Swiss Civil Code.

2. The purpose of the League is the co-ordination of all efforts and projects relating to the development and growth of the trade of antiquarian bookselling, thereby creating friendly relations between antiquarian booksellers throughout the world. The League is a non-profit organisation.

3. The League has established internal regulations which define the usual rules of the book trade which antiquarian booksellers agree to observe.

4. An antiquarian bookseller is an individual, corporate body or commercial company trading in old, rare or second-hand books, autographs, manuscripts, maps and drawings, and any other written or printed material.

5. The League is free from all political or religious commitments.

6. The legal location of the League is Geneva, Switzerland.

II. MEMBERSHIP

7. The League comprises exclusively the national associations of antiquarian booksellers in different countries which are themselves composed of firms dealing in antiquarian books as defined in article 4 herein, such firms are therefore ILAB affiliated through their national association. Each country is represented by one association only.

8. The national associations are independent in their own internal affairs. In matters of law, those of each country take precedence over the League. However, in matters of both principle and practice involving the ethics of the book trade, the rules of the League, or one’s national association if stricter, must be adhered to by all ILAB booksellers.

National associations cannot accept or retain in their midst any foreign members who do not belong to the national association of the country in which they operate, if such an association exists and is a member of the League.

9. A national association seeking membership of the League is required to submit its application in writing, together with a copy of its constitutional by-laws and regulations, to the Committee. It must state, at the same time, that it is fully aware of the constitutional by-laws and rules of the League and agrees to comply with them, and that its members will comply with the by-laws and internal regulations as established by the League. Membership is granted by the Extraordinary General Meeting. However, in some cases, the Committee may grant provisional membership subject to subsequent ratification by the Extraordinary General Meeting. Structural changes to an association’s original constitution must be sent to the ILAB Committee for review.

10. Any national association which does not fulfil its obligations towards the League may be expelled by a resolution of the Extraordinary General Meeting. Any national association which fails to pay its dues within 90 days of invoice loses its voting rights until such time as payment is made. Any national association which fails to pay its dues for two years running can be expelled from the League by resolution of the Extraordinary General Meeting.

11. Resignation from the League must be sent to the President by registered letter, return receipt requested, or by any other legally acceptable manner, and is acceptable only as from the end of the current financial year, and subject to the full and complete discharge of all obligations to the League on the part of the retiring Association. Any member resigning waives at the end of the current financial year all active voice in the affairs of the League, and any claim on its assets. The dissolution of a National Association will result in the cancellation of its membership of the League but shall not take effect until the end of the financial year, and shall not release the Association from its obligations to the League which must be completely fulfilled.

III. ORGANIZATION OF THE LEAGUE

12. The organization of the League consists of:

a) The General Meeting

b) The Committee

IV. THE GENERAL MEETING

13. The General Meeting is the supreme governing body of the League. It is composed of delegates from the national associations. The members' collective decisions shall be made at General Assemblies, which are either Ordinary, or Extraordinary, according to the type of decisions they are called upon to make.

14. a) The Extraordinary General Meeting is empowered to pass the following decisions:

i) Approval of new members

ii) Expulsion of members

iii) Amendments to the Constitutional By-laws.

iiii) Dissolution of the League

b) Decisions taken at an Extraordinary General Meeting can be validly passed only if they are adopted with a majority in number of the members representing at least two-thirds of the National Associations.

c) A national association may represent a maximum of two other associations who have not sent a delegate. It must justify its proxy in writing.

d) Any national association may call for an Extraordinary General Meeting. It must notify the Committee in writing, explaining its purpose. The Committee must comply with the request if it has the support of one fifth of the national associations.

e) The Committee is empowered to convene, if necessary, an Extraordinary General Meeting.

f) When expressly specified herein, a provision concerning the Ordinary General Meeting shall apply to the Extraordinary General Meeting.

15. The Ordinary General Meeting shall be convened annually by the Committee, if possible in a different country each time. Antiquarian booksellers operating in a country where a national association does not exist, and also national associations whose country is not represented in the League, may be invited to attend the Ordinary General Assemblies in the capacity of observers. They have no voting privileges.

16. The decisions of the Ordinary General Meeting are valid if the majority of the national associations are represented. Decisions are made by a majority of the associations represented. In the case of a tie, a second vote will take place. The President shall have the deciding vote if there is another tie. A national association may represent a maximum of two other associations who have not sent a delegate. It must justify its proxy in writing.

17. The notice convening the Ordinary as well as the Extraordinary General Meeting, the Agenda, and a Statement of Accounts must be sent out at least 45 days in advance by the Committee. The national associations must submit to the Committee, at least 60 days before the Ordinary or the Extraordinary General Meeting, any proposals which they would like brought up for discussion.

Any proposal that will change the Constitutional By-Laws of the League must be dealt with according to Article IV.14.a-c and such proposals must be included on the Agenda.; Any proposal that will change the Internal Regulations of the League must be dealt with according to Article IV.18 and must be included on the Agenda. Occasionally a proposal which is not on the Agenda concerning less significant matters might be presented at an Annual Ordinary General Meeting. A vote may be taken on such a proposal if the attending members and the proxies they hold vote unanimously in favour of proceeding with a vote on the proposal.

18. The Ordinary General Meeting has in particular the following functions:

a) To elect the President, Vice-President, and Treasurer.

b) To elect the other members of the Committee.

c) To appoint the Presidents, and Members, of Honour.

d) To adopt the minutes of the previous Ordinary or Extraordinary General Meeting.

e) To review and approve the Committee's report.

f) To review and approve the Treasurer's report and accounts.

g) To determine the amount of the annual subscriptions and of the bookfair levy, or of any other source of income.

h) To debate proposals submitted by the national associations, including proposed amendments to the internal regulations.

19. At the General Meeting, whether Ordinary or Extraordinary, the national associations are allowed:

a) one vote if they have fewer than 150 members

b) two votes if they have 150 members or more.

20. Voting for elections and proposals shall be by show of hands, unless the President or one or more of the national associations request a secret vote. Two scrutineers are to be appointed to count the votes.

The committee may require from time to time that the presidents vote electronically or through any other means on certain matters, prior to the presidents meetings. For a proposal to be adopted by this means, a positive vote of at least half the total membership is required. In this regard, the national associations are entitled to (i) one vote if they have fewer than 150 members or (ii) two votes if they have 150 members or more. No proxy vote is authorized. In the event the proposal is adopted, it will be ratified at the following General Meeting.

21. The official languages of the League are French and English. Delegates from the national associations may express themselves in their own language, provided that their statements are translated immediately into French and English.

22. The minutes of the Ordinary or Extraordinary General Meeting shall be drawn up in French and English. The minutes shall be distributed by the Committee to the national associations.

V - THE COMMITTEE

23. The Committee consists of eight members: President, Vice-President, General Secretary, Treasurer and four other members, each from a different country. For meetings of the Committee five members shall constitute a quorum, but proxy votes given in writing shall be allowed.

24. The Committee members and officers are elected for a period of two years, which may automatically be extended once only in the same capacity for a further two years if the members choose to remain in office and it is in the interest of the League; with the exception of the Treasurer whose term of office is unlimited in time if it is in the interest of the League.

25. The Committee shall meet at least twice a year, more often if necessary. A report of the discussions of the Committee shall be drawn up in French and in English; this report shall be distributed to the presidents of the national associations.

26. The Presidents of Honour, and the immediate Past President may attend the Committee Meetings in an advisory capacity, but they are not entitled to vote.

27. The agenda for a meeting shall be sent to Committee members at least 15 days in advance.

28. The Committee shall manage the affairs of the League and shall represent it. It shall make all decisions on behalf of the League, subject to the powers expressly conferred to the Ordinary or Extraordinary General Meeting. The League may be committed to a decision by signature of the President or Vice-President and, in financial matters, by that of the Treasurer as well. As a non-profit organisation, ILAB Committee members cannot be held personally responsible for any commercial transaction conducted by any one of its affiliates.

VI - ELECTION OF THE MEMBERS OF THE COMMITTEE

29. a) Candidates can be nominated by either the Committee or the National Associations.

b) At least 90 days before the Ordinary General Meeting, the Committee shall send a list of forthcoming vacancies to the national associations, as well as a list of potential candidates.

c) At least 60 days before the Ordinary General Meeting, any National Association wishing to nominate any candidate, shall communicate their list to the President of the League as well as to the Presidents of the other National Associations, taking into account the requirements of articles 23 and 24.

30. If any member of the Committee resigns before the end of his or her term of office, a successor shall be elected at the next General Meeting. In the event any member of the Committee is unable to complete his or her term of office, a provisional successor can be nominated within or outside the Committee by the Committee until the next General Meeting.

VII - FINANCE AND ACCOUNTS

31. The capital of the League is its own property.

32. The income of the League is provided by:

a) Annual subscriptions from the League's Members (i.e. the National Associations), to be fixed by the Ordinary General Meeting, and must be paid within 60 days of invoice.

b) A levy on bookfairs held under the auspices of the National Associations, also to be fixed at the Ordinary General Meeting, and must be paid within 120 days of invoice.

c) Donations it may receive

d) Any other source of income duly approved by decision of an Ordinary General Meeting, and must be paid within 60 days of invoice.

33. At each Committee Meeting and at each Ordinary General Meeting the Treasurer shall submit a statement of the accounts of the League. The financial year runs from 1st July to 30th June.

34. A Chartered Accountant shall audit the annual accounts and submit a report in writing to the Ordinary General Meeting.

VIII - ARBITRATION

35. In the event of a dispute between national associations, the Committee may be called upon by the parties to arbitrate their dispute. The parties shall submit a statement to the Committee explaining the facts, together with the evidence and the case for each party.

36. In the event of a dispute between two booksellers who are members of different national associations, the Presidents of those associations arbitrate the dispute. If the arbitrators cannot reach a decision, the matter may be referred to the Committee for arbitration.

IX - DISSOLUTION

37. The dissolution of the League shall be decided by an Extraordinary General Meeting convened for this purpose. If the quorum defined in article 14 is not reached, a second General Meeting shall be convened not less than 30 days later than the first. The second General Meeting shall decide by a simple majority of the associations represented.

38. The Extraordinary General Meeting, if it has voted to dissolve, shall decide upon the division of the League’s assets.

39. The liquidation shall be undertaken by the Committee.