Approved: July 10, 2026

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ARTICLE I – NAME AND PURPOSE

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Section 1 – Name: The name of the association is The Collective of Independent Publishers and Authors (“CIPA”) f/k/a Colorado Independent Publishers Association (“CIPA”). CIPA is a nonprofit trade association organized under the laws of the State of Colorado and is a tax-exempt corporation under IRC Section 501(c)(6).

 

Section 2 – Purpose: To foster and promote all aspects of the independent publishing
industry; to share information about publishing and related business activities; to provide a network of resources, support, and exchange of information; to provide the methods and means to increase members’ knowledge of publishing through seminars, meetings, newsletters, conventions, competitions, and other communications tools; to provide such services to the members as are approved by CIPA’s Board of Directors (the “Board” and each Board member, a “Director”); and to engage in such other activities as are allowed under IRC Section 501(c)(6), and other applicable laws.

 

ARTICLE II – MEMBERSHIP

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Section 1 – Eligibility: Membership In CIPA (“Membership” and each person a “Member”) shall be open to all persons who support the purpose of the Association, pay the appropriate annual dues and consent to comply with the Association’s Bylaws and the CIPA Code of Professional Ethics.

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Section 2 – Category & Criteria: The Board shall establish categories of Membership such as Individual, Author or Publisher (“General”), Service Provider, Associate, Affiliate and Student and any sub-category such as Full, Limited, Life, and Honorary, and Membership criteria, dues and benefits for each category and sub-category.

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Section 3 – Termination of Membership: The Board may terminate the Membership of any member as set forth hereafter. 

 

(A) Membership may be terminated for failure to pay dues. Such termination may occur automatically without advance notice and without a vote by the Board.

 

(B) Membership may be terminated for failure to meet the criteria for Membership or failure to abide by the association’s Bylaws. Such termination may occur without advance notice to the member. Such termination may occur with a vote by the Board at any Board meeting or by email vote of a simple majority of Directors. 

 

(C) Any member proposed for Membership termination for other reasons, including violation of the CIPA Code of Professional Ethics, shall be given advance written notice including the reason for the proposed termination, be given a reasonable opportunity to contest the proposed termination in writing, and be given final written notice of the Board’s decision. Such termination shall be by a vote of two-thirds (2/3) of a quorum present at any Directors’ meeting.

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Section 4 – Reinstatement: Members terminated for failure to pay dues may be reinstated within six months of termination by paying all outstanding dues and assessments. All other members seeking reinstatement must re-apply for Membership.

 

Section 5 – Resignation: A member wishing to resign may do so by advising the Membership Committee, Chair or any Association Officer, in writing, of such intent. Such member may be reinstated without penalty upon full payment of current dues and fulfillment of any other required Membership obligation.

 

Section 6 – Transfer: Membership is non-transferable.

 

Section 7 – Voting: All members who are current in payment of dues and are not a non-voting category member shall have the right to vote on all issues properly brought before the Membership.

 

ARTICLE III – DUES, FEES & ASSESSMENTS

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Section 1 – Dues: The Directors shall, from time to time, establish the amount of dues for each category and sub-category of Membership.

 

Section 2 – Date Due: All renewal dues shall be payable in full on the annual anniversary date of the member’s initial membership dues payment and shall be deemed delinquent one month after that date. 

 

Section 3 – Delinquency: Annual dues not paid by one month after the member’s membership anniversary date shall be deemed delinquent. The member shall be notified in a manner prescribed by the Directors and Membership shall be suspended or terminated until the member’s annual dues are paid in full.

 

Section 4 – Refunds: No dues will be refunded.

 

Section 5 – Waiver: In its sole discretion, the Board may waive the payment of annual dues for any reason the Board deems appropriate. The member for whom the Board has waived dues under this section shall be entitled to all benefits available for the waived class of Membership.

 

Section 6 – Hardship: Any member may petition the Board for a waiver of payment of annual dues due to hardship. Such petition must state the specific grounds relied on in determining hardship. The Board will consider the petition as confidential and will not disclose its content in the Board minutes or otherwise but will make known its decision. Any waiver of dues is valid for the current dues year only and not for any subsequent dues year.

 

Section 7 – Program Fees & Other Assessments: The Board shall establish, in its sole discretion, such program fees as it deems necessary to carry out the purposes of the Association; provided, however, that each class or sub-class of fee shall be in compliance with IRC Section 501(c)(6) and other applicable IRC code sections. The Board may from time to time, approve any additional fees or assessments that it deems necessary and proper provided that any fee or assessment authorized shall be charged to the Membership and/or specific program in a non-discriminatory manner. The Board may waive the payment of any fee or assessment for just cause as determined by the Board in its sole discretion.

 

ARTICLE IV – BOARD OF DIRECTORS

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Section 1 – Directors: The governing body of the Association is the Board of Directors, which has the authority and is responsible for supervision, control and direction of the Association. The Board shall be comprised of not less than three (3) or more than fifteen (15) with an ideal number of nine (9) persons, all of whom shall be members in good standing of the Association.

 

Section 2 – Composition: The Board shall be composed as follows: Officers of the Association – President, Vice President, Secretary, Treasurer and directors at-large. The Executive or Administrative Director of the Association and the Executive Director of CIPA Education and Literacy Foundation (“CIPA ELF”). The Executive or Administrative Director of the Association is an ex-officio member (non-voting) and the Executive Director of CIPA ELF may be a voting member of the CIPA Board or an ex-officio member (non-voting). Past CIPA Presidents may attend Board meetings upon request or by invitation of the Board.

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Section 3 – Term of Office: Officers of the Association shall serve as Directors during their term as an officer. Other Directors shall serve as follows:

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• Executive Director of CIPA Education & Literacy Foundation – during tenure of office.

• Committee Chair – During elected term or at the discretion of the Board.

• Directors at large shall serve for a term of two (2) years and shall be subject to nomination and re-election after each term. The term served shall include any term served as an Association officer. Each Director’s term of office shall commence on the date voted onto the Board.

 

Section 4 – Election: The Directors shall be elected by the current Board after being nominated by any CIPA member to fill an open Board seat. Nominations can take place throughout the year and/or at the annual meeting of the Association pursuant to the provisions of Article X of these Bylaws.

 

Section 5 – Meetings:

 

(A) The Board shall have no less than eight (8) regular meetings annually. Special meetings may be held at the request of the President or upon the written request of no less than one third (1/3) of the total number of Board members. Notice of Board meetings must be given at least three (3) calendar days prior to the meeting and may be given by telephone, email, or by writing. Attendance of all Board members is required unless prior notification is given. No action may be taken at any meeting unless a quorum is present. All action taken by the Board shall be properly motioned, seconded and approved or disapproved by a majority vote, unless a super majority is required in these Bylaws. Any action required or permitted to be taken at a meeting of the Board or any committee thereof may be taken without a meeting if written consent, setting forth the action so taken, is given in writing or by email, by a majority of the members entitled to vote thereon.

 

(B) Meetings by Conference Telephone or Virtual, Similar Communications such as Zoom, MS Team, Google, etc.. Except as provided in the next section hereof, Directors may participate in a meeting of the Board by means of telephone or video conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting in such manner shall constitute presence in person at the meeting.

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(C) Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a formal meeting (via e-mail or otherwise) if, after receiving prior written notice, a majority of all Directors then in office vote affirmatively for such action, provided that if any Director objects to taking the action informally, such action must be taken at a properly scheduled meeting. The required notice under this section shall state (a) the action to be taken, (b) the time by which each Director must respond, which must be at least three (3) days after the date of the notice, and (c) that failure to respond by the time stated in the notice will have the same effect as abstaining and waiving any right to demand that the action be taken at a meeting. Any Director who votes by email shall be deemed to have accepted the taking action without a formal meeting and waived any right to object to this method of taking action.

 

(D) Electronic Communications. For the purpose of clarifying, and not limiting, the provisions of Section 7-90-102.4, Subd 66 of the Colorado Corporations and Associations Act (the "Act"), the following provisions apply to the Association: (a) "writing" or "written" encompasses transmission by email, including email communications that are not "signed" within the meaning of Section 7-90-102.4, Subd 60.5 of the Act; (b) each of the Chair and the Secretary of the Association are authorized to receive email on behalf of the Association, including for purposes of the Board casting votes pursuant to these Bylaws, if such email is (i) electronically delivered to the email address of the Chair or Secretary of the Association, and (ii) sent from a confirmed email address; and (iii) a "confirmed email address" is an email address that, through written notice from a Director to the Association, has been confirmed to be a valid and authentic email address of such Director, unless and until such time as the Association has received written notice from such Director to the contrary.

 

Section 6 – Quorum: The quorum for all Board meetings shall be one-half (1/2) of the total number of eligible voting members of the Board.

 

Section 7 – Powers: The management of the Association is vested in the Board, which shall exercise all powers of the Association except those specifically reserved for the Membership or otherwise limited by the Articles of Incorporation or the provisions of these Bylaws. The Board must approve all contracts prior to execution.

 

Section 8 – Accountability: The Board shall be accountable to the Association and shall make an annual report to the Membership.

 

Section 9 – Removal: Any director may be removed from the Board with or without cause by a two-thirds (2/3) vote of the total Board Membership at any regular or special meeting, provided however, that reasonable notice of at least five (5) days of such action be given to all directors. Any director who, without cause, fails to attend three (3) consecutive regular meetings of the Board may be removed from the Board at the third applicable meeting.

 

Section 10 – Compensation: Directors shall not receive compensation for their services but shall be reimbursed by the Association for reasonable and necessary out-of-pocket expenses incurred on behalf of the Association.

 

ARTICLE V – OFFICERS 

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Section 1 – Officers: The officers of the Association shall be President, Vice-President, Secretary and Treasurer.

 

Section 2 – Election: All officers must be duly elected Directors of the Association and shall be selected by the Board at the first regular or special meeting of the Board such as the annual “Board Forward Meeting”. Officers are elected at the beginning of the new CIPA season subsequent to the annual meeting of the Association that takes place during the last regular meeting of each CIPA season.

 

Section 3 – Qualifications: All officers shall be members in good standing of the Association and meet all other qualifications enumerated in these Bylaws.

 

Section 4 – Term of Office: The President shall serve a term of two (2) years, and all other officers shall serve a term of one (1) year or until their successors are duly elected. Officers shall assume office immediately upon their election. No officer may serve in the same office for two or more consecutive terms unless such service is approved by the Board.

 

Section 5 – Vacancies: The Board shall fill any officer vacancy for the remainder of the unexpired term.

 

Section 6 – Duties: The duties of the officers shall be as follows:

 

(A) The President shall be the chief corporate officer and shall preside at all meetings of the Association and all meetings of the Board. The President shall perform all duties that usually pertain to the office and shall appoint the chairs of each committee. At the annual meeting of the Association, the President shall submit a report which shall include a description of the current state of the Association including the Association’s financial, Membership and activities status. The President may assign duties to other officers and Board members. 

 

(B) The Vice-President shall assist the President in the exercise of the President’s duties and shall perform the duties of President at all times when the President is absent. 

 

(C) The Secretary shall keep records (minutes) of Board meetings and actions, Association meetings and actions, and make such reports to the Board and Membership as requested by the President and perform such other duties as are normal and usual in pertaining to the office.

 

(D) The Treasurer shall be the chief financial officer and shall: (i) ensure that sound internal financial controls are in place and operating properly; (ii) supervise and/or monitor the bookkeeping, accounting or tax services performed for the Association by any employee, independent contractor or professional firm; (iii) render a full and accurate account of all monies received and paid out by submitting a report at each scheduled Board meeting; and (iv) and submit monthly or quarterly a statement of financial position and a statement of revenues and expenses. A complete financial report, including the report of an independent audit, if the Board has commissioned one, shall be presented to the Association at the annual meeting. The Treasurer shall pay only those expenditures that have been authorized by the Board and approved by the appropriate committee chair, or other responsible person. Expenditures exceeding five hundred dollars ($500) must also be approved by the Executive Committee. The Treasurer shall act as liaison between the Board and any financial, bookkeeping, accounting or tax services retained by the Association.

 

Section 7 – Accountability: The officers are accountable to the Board.

 

Section 8 – Removal: Any officer may be removed for adequate reason by a two-thirds (2/3) vote of the Board.

 

Section 9 – Compensation: Officers shall receive no compensation for their services but shall be reimbursed by the Association for reasonable and necessary out-of-pocket expenses incurred on behalf of the Association.

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ARTICLE VI – EXECUTIVE DIRECTOR

 

Section 1 – Employment: The Board, by a two-thirds (2/3) vote of the Board, may, but shall not be required to, retain the services of a qualified executive director (the “Executive Director”) to administer the operations of the Association on such terms and conditions as are determined by the Board. The Board may instead retain the services of a qualified Administrative Manager to administer the operations of the Association on such terms and conditions as are determined by the Board and engage such person as a Contract Worker.

 

Section 2 – Termination: The services of the Executive Director or Administrative Manager may be terminated, with or without cause by a two-thirds (2/3) vote of the Board, provided that ten (10) days’ notice is given to the Executive Director or Administrative Manager.

 

Section 3 – Accountability: The Executive Director or Administrative Manager shall be accountable to the Board through the President.

 

Section 4 – Qualifications: The Executive Director or Administrative Manager may be a member of the Association but cannot be an officer or director of the Association.

 

Section 5 – Duties: The Executive Director or Administrative Manager shall be an ex officio (non-voting) member of the Board, and all standing committees except the nominating committee. The Executive Director or Administrative Manager shall not be deemed a director or officer for any purpose other than stated above.

 

ARTICLE VII – EXECUTIVE COMMITTEE

 

Section 1 – Responsibilities: The Executive Committee shall manage the day-to-day activities of the Association but may delegate administrative matters to the Executive Director, Administrative Manager or such other contractors as the Executive Committee deems appropriate. The Executive Committee shall report and is responsible to the Board.

 

Section 2 – Composition: The Executive Committee shall be composed of the President, Vice-President, Secretary, Treasurer, Immediate Past President, and Executive Director or Administrative Manager (if the position has been established and filled).

 

Section 3 – Meetings: Meetings of the Executive Committee shall be held from time to time and at such places and times and in such a manner as deemed appropriate and necessary by the President. Special meetings may be held upon the written request of two (2) members of the committee.

 

Section 4 – Quorum: A majority of the committee members shall constitute a quorum for all meetings of the executive committee.

 

Section 5 – Bank Accounts: The Executive Committee shall establish such checking accounts, savings accounts or other financial instruments that are necessary for the efficient operation of the Association. Such account(s) shall be maintained in federally insured institutions selected by the committee. Day-to-day management of such accounts shall be the responsibility of the Treasurer subject to the provisions of Article V, Section 6 of these Bylaws. Selection of the banking institution(s) and/or any change thereof shall be vested in the sole discretion of the Executive Committee. Only the currently serving Association officers may be signatories on any Association bank account. 

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ARTICLE VIII – COMMITTEES

 

Section 1 – Standing Committees: From time to time, the Board may create standing committees and adopt policies for their operation. The President, with the advice and approval of the Board, shall appoint a chair for each standing committee with the exception of the Nominating Committee pursuant to Article X, Section 1 of these Bylaws. The chair of each standing committee may be selected from the Board or non-Board CIPA members who report to the Board. 

 

Section 2 – Accountability: The chair of each standing committee shall be responsible to the Board and, if directed by the Board, shall submit reports to the Board at each regular meeting of the Board. Any Officer, other than the President unless approved by the Board, may also serve as the chair of a standing committee except the Treasurer, who may serve on the Budget & Finance Committee in an ex-officio capacity only, or as further provided in these Bylaws. The President shall be a voting member of all committees.

 

Section 3 – Subcommittees: Chairs of standing committees may create subcommittees as needed to expedite committee responsibilities and may appoint chairs for each subcommittee. Subcommittees are accountable to the committee that appointed them and to the Board. The President shall be a voting member of all committees to which the subcommittees are accountable. 

 

Section 4 – Meetings: All committees shall meet at such times, places or virtual means as determined by the committee chair.

 

Section 5 – Ad Hoc Committees: The President, with the approval of the Board, may create ad hoc committees to deal with specific issues for a specified period of time. Ad hoc committees are accountable in the same manner as standing committees, but the chair of an ad hoc committee need not be a member of the Board.

 

Section 6 – Budgets: At the end of each fiscal year, the outgoing Officers and the Chair of each committee shall submit to the incoming Treasurer and chair of the Budget and Finance Committee a proposed budget for the following Year. The proposed budget will be reviewed by the Treasurer and/or Budget Committee Chair and forwarded to each incoming committee chair. Each incoming committee chair, with the assistance of the President, Treasurer and the Budget and Finance Committee that will usually include Executive Committee members, shall present its annual budget to the Board for approval. Committees may expend no funds without prior Board approval pursuant to this Section or, in special situations, as approved by the Executive Committee.

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ARTICLE IX – MEMBERSHIP MEETINGS

 

Section 1 – Annual Meeting: At least once annually and prior to the end of the Association’s Fiscal Year, there shall be a general business meeting of the Association Membership at such a time and place as determined by the Board. The President shall prepare the agenda at his sole discretion. Association members may suggest additional agenda items provided the suggested items be petitioned in writing to the President at least ten (10) days prior to the meeting. The agenda of the Annual Meeting shall include:

 

1. Request for nominations to fill any vacancies there may be on the Board

2. Annual report of the Officers, Board, and Executive Director or Administrative Manager

3. Adoption of any proposed resolutions

4. Consideration of any other valid business

 

Section 2 – Special Meetings: Special Meetings may be called by the President, the Board, or upon the written request of one fourth (1/4) of the Directors or one fifth (1/5) of the members eligible to vote.

 

Section 3 – Notice: Written notice of any meeting of the Association Membership shall be placed on the Association website, social media accounts, and emailed directly to each member or included in the Association’s newsletter, if any, at least fifteen (15) days prior to a scheduled Association Meeting or six (6) calendar days prior to a Special Meeting.

 

Section 4 – Quorum: For voting purposes, ten percent (10%) of the eligible members in good standing of the Association shall constitute a quorum at any meeting of the Association.

 

ARTICLE X – NOMINATIONS AND ELECTIONS

 

Section 1 – Nominating Committee: When possible, no later than thirty (30) days prior to the Annual Meeting of the Association Membership, the Board shall appoint a committee to select a slate of candidates to fill any vacancies for the ensuing year’s Board. The nominating committee shall be composed of a minimum of three (3) Association members in good standing, one of which shall be the Vice President who shall chair the committee. The members of the committee shall serve for one year and, with the exception of the Vice President, may not serve more than two (2) consecutive terms.

 

Section 2 – Floor Nominations: Any eligible Association member in good standing may submit names for consideration to the nominating committee either prior to the Annual Meeting or from the floor at the meeting. Any person nominated from the floor must accept or decline the nomination and, if accepting and found duly qualified by the Nominating Committee, will be included in the voting.

 

Section 3 – Elections: Election of Directors shall be held once a year at the annual Board Forward Meeting. If there is only one nominee for each vacancy to be filled, a voice vote shall elect the slate of nominees. If there are more nominees than vacancies to be filled, the method of voting to be used shall be determined by the Executive Committee. A majority shall be sufficient for election provided that the successful candidate receives at least 55% of the total vote. If that does not occur, a run-off election shall be held between the two (2) highest scoring candidates with a majority required to determine the winner.

 

ARTICLE XI – INDUSTRY PARTICIPATION 

 

The Association may, upon approval of two-thirds (2/3) vote of the Board, appoint delegates and alternates to represent the Association at any convention, conference or trade show that is directly related to the purposes of the Association and may pay all or part of reasonable costs of such attendance. Such costs shall be subject to prior budget approval by the Board. All Delegates must be members in good standing of the Association.

 

ARTICLE XII – ANTITRUST POLICY 

 

It is the policy of the Association to comply with all federal, state and applicable internal trade regulations and antitrust laws.  Any activities of the Association or Association-related actions of its staff, officers, directors, or members that violate these regulations and laws are detrimental to the interests of the Association and are contrary to Association policy.

 

ARTICLE XIII – NONDISCRIMINATION 

 

The members, officers, directors, employees and persons served by the Association shall be selected on a nondiscriminatory basis with respect to age, sex, race, religion, disability, sexual preference, and national origin.

 

ARTICLE XIV – INDEMNIFICATION

 

(A) To the extent permitted pursuant to the Colorado Revised Non-Profit Corporation Act, as may be amended, or its successors, this Association shall indemnify any and all of its directors, officers, former directors, former officers, any of them in connection with any actual or threatened action, suit, claim, or proceeding in which any of them are or may be made a part by reason of having been a director, officer, employee, committee member or agent of this Association. 

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(B) In addition, the Association shall maintain officers’ and directors’ insurance, general liability insurance, and such other insurance as is appropriate for the type of business the Association conducts.

 

ARTICLE XV – FISCAL YEAR

 

The fiscal year of the Association shall be July 1 through June 30. The fiscal year may be changed from time to time by the Board.

 

ARTICLE XVI – ASSOCIATION OFFICES 

 

The offices of the Association and the Association’s mailing address shall be determined and/or changed from time to time by the Board.

 

ARTICLE XVII – AMENDMENTS

 

Section 1 – Amendments to Bylaws: These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted, by a two-thirds (2/3) vote of the Board at any regular or special meeting of the Board if a quorum is present and at least fifteen (15) days’ notice of such meeting is given.

 

Section 2 – Notice: Notice of the intention to make any change to these Bylaws shall be given to the Association Membership by newsletter, email, website, or social media posting no later than ten (10) days prior to the Board voting on the changes.

 

Section 3 – Submitting an Amendment: Any eligible voting member in good standing may submit a proposed amendment to these Bylaws to the Board for their consideration. Any such proposed amendment must contain the signatures of no less than ten (10) eligible voting members of the Association. Such duly signed proposed amendments shall be voted upon by the Board along with any other proposed amendments.

 

Section 4 – Conflict: No Bylaw of this Association or amendment thereto, will be of legal effect to the extent that it conflicts with the laws of the United States, Colorado Statutes, the Association’s Articles of Incorporation, or the provisions of IRC Code Section 501(c)(6).

 

Section 5 – Interpretation: In the event of any ambiguity or dispute in the interpretation of these Bylaws, such ambiguity or dispute shall be resolved by majority vote of the Board.

 

ARTICLE XVIII – DISSOLUTION

 

The Association may be dissolved by a two-thirds (2/3) vote of eligible members of the Association at a duly called annual meeting or special meeting of the Association Membership. Upon an affirmative vote for dissolution, the corporation shall be dissolved pursuant to applicable law, provisions of IRC and provisions of the corporation’s Articles of Incorporation.

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ARTICLE XIX  -  CODE OF ETHICS

 

The Board, to help preserve and encourage fair and equitable practices among all who are a part of the publishing and writing profession, shall establish and maintain, as a condition of Membership, a Code of Professional Ethics. At the annual Board Forward Meeting or the first regular meeting of the Board after July 1 of each year, the attending Board members shall, on behalf of the members of CIPA, affirm the Code of Ethics by signing its Pledge and cause the signatures to be affixed to the minutes of the meeting.

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