CONTENTS

1. Purpose

This Association (Editorial Freelancers Association, Inc.), hereinafter referred to as the EFA, has been formed to provide the means of developing and implementing programs of benefit to professional editorial freelancers and the publishing and communications industries, and to support and advance the interests of both.

2. Offices

The principal offices of the EFA will be located in the City, County, and State of New York.

3. Membership

3.1. Qualifications

3.1.1. Any adult who affirms that they contract their services as an editorial freelancer or is professionally qualified to do so may apply for membership in the EFA by electronic submission of the membership form and payment at the website.

3.1.2. Members will include (but not be limited to) editors, writers, copyeditors, proofreaders, indexers, copywriters, researchers, graphic artists and designers, and translators.

3.2. Classes of membership

The EFA may establish classes of membership, along with any qualifications and rights for such classes, by majority vote of the Board of Governors.

3.3. Dues

Membership dues will be determined and established by the Board of Governors, with a majority vote necessary to effect any changes.

3.4. Termination of membership

3.4.1. Any member may terminate their membership at any time by submitting a letter of resignation or by failing to renew membership.

3.4.2. The Executive Committee may from time to time recommend to the Board of Governors termination of membership when a member is in default of any monetary payment or when a member engages in practices or acts in a manner that may discredit the reputation of the Association or may otherwise negatively affect the Association as a whole or the membership at large. If a membership is terminated, the Board of Governors may reinstate said member at its discretion. If a membership is terminated, the Co-executives may approve a refund of all or a portion of the membership fee at their discretion.

3.4.3. All memberships will terminate automatically if the EFA is dissolved.

3.4.4. All membership rights will cease when the termination becomes effective. Termination does not relieve said member of any accrued liabilities to the EFA, its members, or its employees.

4. The Board of Governors

4.1. Composition of the Board

4.1.1. The EFA will be managed by its Board of Governors, whose members will be chosen from among the membership either through election or by appointment.

4.1.2. The Board will consist of the four Officers, Committee Representatives (for Committees of Record as designated by the Board), and Members at Large (in a number to be designated by the Board). Ex officio members may participate in Board meetings but have no voting rights.

4.1.3. The Executive Committee will consist of the Officers and one other Governor (to be selected by the Co-executives after the annual elections). The selected individual will serve on the Committee for one year. The Executive Committee will meet at least once a year, before the start of the new fiscal year, at the discretion of the Committee members, and more frequently as needed, and will report on their activities at the next regular Board meeting. The Executive Committee handles budget-related issues for the EFA.

4.2. Offices and responsibilities

4.2.1. The EFA’s four Officers will consist of two Co-executives, a Secretary, and a Treasurer.

4.2.2. The Co-executives will serve as the EFA’s Chief Executive Officers. Their primary duties are to oversee the management of the EFA’s affairs, to preside at Board or membership meetings (see Article 7.3), and to see that all orders and resolutions of the Board are carried out. They will preside in rotation over regular Board meetings, with the presiding member voting only in the event of a tie. The Co-executives will have care and custody of all EFA funds and securities. Duties include signing and executing all contracts in the name of the Association (when countersigned by one or both Co-executives) and signing all checks, drafts, notes, and orders for payment of money.

4.2.3. The Secretary will keep the minutes of monthly Board meetings, as well as records of other meetings of the Board or the membership. The Secretary oversees the voting process for Board elections, issues the call for nominations, prepares the slate of candidates and statements and disseminates it to the membership, and informs the membership about the nominations and voting processes each year.

4.2.4. The Treasurer will make periodic written reports to the Board and present a year-to-date report in writing during the Annual Business Meeting. At the conclusion of the fiscal year, they will present an annual report fully detailing the EFA’s financial condition, which will be published in full in the first issue of the Association newsletter after that presentation. The Treasurer will also make the EFA’s books and accounts available to any member who makes such a request in writing, at the member’s expense.

4.2.5. In the absence or disability of the two Co-executives, the Secretary will preside over Board meetings and exercise all powers and functions of a Co-executive. In the absence or disability of the Secretary, the Co-executives will appoint a Secretary pro tempore who will exercise all powers and functions of the Secretary. In the absence or disability of the Treasurer, the Co-executives will handle the functions of the Treasurer or appoint a Treasurer pro tempore who will exercise all powers and functions of the Treasurer.

4.2.6. Any Officer may be removed for cause by a two-thirds vote of the Board. In the event of the death, resignation, or removal of an Officer, the Board may at its discretion appoint a successor to fill out the unexpired term.

4.3. Committees

4.3.1. The Board can create Committees to help conduct the EFA’s business and further the EFA’s objectives. Each Committee of Record shall have a Chairperson appointed by the Board who shall sit on the Board and have a vote. The appointments will be reviewed every two years by the Board. A Committee Chairperson may be any member in good standing. In the event that the Chairperson of any Committee cannot attend a regularly scheduled or special Board meeting, they may designate a substitute Representative from the Committee who will have full Board status during the period of substitution.

4.3.2. The Board can create ad hoc committees as needed. Ad hoc committee members can attend Board meetings, but will not have Board status.

4.3.3. Committees of Record can be disbanded by a majority vote of the Board. Ad hoc committees can be disbanded once their work is completed, or through written correspondence from the Committee Chair to the Board.

4.4. Members at Large

4.4.1. Members at Large will be elected to the Board from among the general membership. Their function will be to represent the interests of a broad base of members, to assist other Governors and Committees with EFA business, and to promote the EFA to members and potential members and to the publishing industry. Members at Large shall have the right to vote.

4.5. Increase or decrease in number of Governors

4.5.1. The number of Governors may be increased or decreased by a majority vote of present and voting members of the Board. There will be no fewer than three Member at Large slots on the Board at any time. No decrease in the number of Governors will shorten the term of any incumbent.

4.5.2. Newly created Board positions can be filled initially by a majority vote of present and voting members of the Board. If the position is one to which an individual must be elected, the appointee may stand for election in the next election cycle.

4.6. Resignation and removal

4.6.1. A Board Member may resign at any time by giving written notice to the Co-executives or the Secretary. The resignation will become effective immediately unless otherwise specified, and acceptance of the resignation will not be necessary to make it effective.

4.6.2. Any Board Member can be removed from office by a two-thirds vote of present and voting members of the Board or by a majority vote of members in good standing for cause. Good cause includes but is not limited to gross misconduct, gross neglect of duties, acts involving moral turpitude, or any act or omission involving fraud, embezzlement, or misappropriation of property or proprietary information of the EFA.

4.7. Compensation

No Board Member will receive any compensation from the EFA, directly or indirectly, for serving on the Board, except that they can be reimbursed for documented out-of-pocket expenses on behalf of the EFA.

5. Election of Board Members

5.1. Eligibility to serve on the Board

5.1.1. Officers are elected from among the membership, and must be EFA members in good standing for at least one year at the time of election.

5.1.2. No person may hold more than one office simultaneously.

5.1.3. Upon expiration of an Officer’s term, they become an ex officio member of the Board for a period of one year.

5.1.4. Any member in good standing may be elected to be a Member at Large.

5.1.5. Officers and Members at Large must maintain membership in the EFA for their terms.

5.2 Term length

5.2.1. Each Officer is elected for a term of two years; Co-executives are elected in alternating years so that every year, one Co-executive’s term will end. The Treasurer and Secretary are also elected in alternating years so that every year, one of these Officers’ terms will end.

5.2.2. Each Officer’s term begins at the Annual Business Meeting at which the Officer’s election is announced and runs through the second Annual Business Meeting after the Officer’s election.

5.2.3. Members at Large will serve a term of one year, starting at the Annual Business Meeting at which their election is announced.

5.3 Election cycle

5.3.1. Each year, the Secretary will issue a call for nominations no later than April 1 and will prepare a slate of candidates for election. The slate will be posted on the EFA website and an announcement of the posting will be emailed to the membership at the time of posting.

5.3.2. Voting will begin on June 1 and end two business days before the Annual Business Meeting. Voting will be conducted via the online platform SurveyMonkey or another platform deemed appropriate by the Board. Access to the voting platform will be emailed to all members in good standing on June 1, with reminders between June 1 and the close of voting.

If at any time in the future, the Board finds that the technological capabilities of the members, and the state of communication and voting technology, render the use of such a platform and such emailed notifications obsolete, it may at its discretion institute other methods by which the members may vote.

5.3.3. Election results will be announced during the Annual Business Meeting and by email to all members in good standing the day after the Annual Business Meeting.

5.4. Eligibility to vote

All members in good standing when access to voting is emailed are eligible to vote, and each such member shall have one vote.

6. Meetings of the Board of Governors

6.1. Regular meetings

6.1.1. The regular meetings of the Board will be held at such times and places, under such a schedule as the members of the Board shall determine. Changes to the schedule of regular Board meetings require at least three days’ written notice to all Board members. If a scheduled meeting date falls on a legal holiday, the meeting will be held on a day soon after. Meetings will be chaired by one of the Co-executives, or, in the absence of both, the Secretary (see Article 4.2.5).

6.1.2. Each Board Member has one vote. The vote of a majority of the Board Members present will be considered the act of the Board of Governors, provided a quorum is present. A quorum will consist of one half of the entire Board. (If there is an odd number of individuals on the Board, a quorum will be one half of the next even number.) In the absence of a quorum, members can vote to approve amended minutes, to adjourn the meeting, or to effect any unofficial EFA business (e.g., votes of thanks, expressions of condolence).

6.1.3. Board meetings are open to any EFA member, but attendance at Board meetings does not confer Board status.

6.2. Special Board meetings

The Co-executives or the Treasurer can call special meetings of the Board with three days’ notice to the Governors. The Secretary can call special meetings on the written request of two or more Board Members.

7. Annual Business Meeting

7.1. Purpose, structure, and procedures

7.1.1. The Annual Business Meeting of the EFA is held to report on the Association’s business and accomplishments during the past year and to announce the results of the election of Officers and Members at Large.

7.1.2. The Annual Business Meeting will be held on the third Wednesday of June of each year. If the scheduled meeting date falls on a legal holiday, the meeting will be held on the following Wednesday.

7.1.3. Notice of the Annual Business Meeting will be sent via email to all members in good standing (those who are a listed as members of record at the time of the mailing) beginning on June 1 (or the first Monday in June, if June 1 falls on a weekend) of each year. Notice shall include the names of those standing for election or re-election and information on any other matters requiring a vote. If at any time in the future all members are found to use a different method of communication than email, the Board may at its discretion dispense with email notification and make all such notifications by that other method.

7.2. Order of business

7.2.1. The order of business at the Annual Business Meeting will be as follows: (1) Co-executives’ Report; (2) Treasurer’s Report; (3) Committee Reports; (4) Elections; and (5) Adjournment.

7.2.2. All reports presented will be published in the next edition of the Association newsletter after the Annual Business Meeting.

7.3. Special membership-wide meetings

Special meetings of the membership may be called by the Co-executives, by a majority of the Governors, or by the membership upon the written request of one third of the existing members who were eligible to vote at the last Annual Business Meeting. The Secretary is responsible for preparing a notice of the meeting to be sent to members of record no later than ten days before the date of the meeting.

8. Chapters

8.1. Formation

Whenever sufficient members are found to reside within a geographic area that is outside the area of any existing chapter and outside the national headquarters region (the Metropolitan New York City area), a member within that area may volunteer to organize a chapter. Such organization shall be subject to the approval of the Chapter Development Chair or the Board of Governors; or the Board may request some member known to it in that area to organize a chapter.

8.2. Operation

Chapters shall operate in a manner consistent with the EFA Bylaws and internal guidelines document.

8.3. Representation

8.3.1. Chapters are represented by a Chapter Committee Chair, whose role on the board is that of a Board Member, with voting rights.

8.4. Finance

Each chapter will be allocated a yearly sum at the start of the fiscal year, from which the chapter officers may request reimbursement for chapter expenses on presentation of invoices or other documentation of such expenses incurred or to be incurred. Additional grants for chapter startup expenses may also be made at the Board’s discretion.

9. Indemnities

In the event that any individual, acting in the capacity of a Governor, an Officer, or an employee of the EFA, is subjected to civil legal process resulting from the individual’s EFA activity, and if the individual was acting properly within the scope of his or her authority as defined by the EFA, the individual will be indemnified and held harmless from any and all loss, cost, and expense, including reasonable attorneys’ fees, pursuant to the terms of the directors and officers liability insurance policy maintained by the EFA.

10. Amendments

10.1. Any or all of the provisions of these Bylaws can be amended or repealed by majority vote of the members on the occasion of the Annual Business Meeting.

10.2. The Board of Governors can vote to amend the Bylaws or repeal any of their provisions, and must then notify the members of all such changes, and supply an explanation of the reason for such changes. If the members take no action to overrule or cancel such changes on the occasion of the next Annual Business Meeting, such inaction will be taken as ratification by the members of such amendments or repeal.

11. Fiscal year

The EFA fiscal year extends from September 1 of each year to August 31 of the next year.

12. Construction

If there is any conflict between the provisions of these Bylaws and the provisions of applicable New York State law, applicable law takes precedence.

Copyright © 2022 Editorial Freelancers Association
266 West 37th Street, 20th Floor / New York, NY 10018
212-929-4816 / 866-929-5425
www.the-efa.org

Revised June 2022