Cybils Board and Bylaws

Cybils Board Members

President – Charlotte Taylor
Executive Director – Sheila Ruth
Vice President – Terry Doherty
Secretary – Tanita Davis
Treasurer – Melissa Fox

Board Members at Large – Stephanie Charlefour, Reshama Deshmukh, Pam Margolis

Founder Emerita – Anne Levy

Cybils Bylaws

Adopted August 6, 2018

NAME, OFFICES AND PURPOSES

  1. NAME: The name of the corporation is Cybils Awards (“Corporation”).
  2. LOCATION: The Corporation shall have its principal place of business in Scottsdale, Arizona, and may have such other places of business as the Board of Directors may from time to time determine.
  3. PURPOSE: This corporation is organized exclusively for charitable, educational, and literary purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. The specific purposes of the corporation are to: (1) recognize the children’s and young adult authors and illustrators whose books combine the highest literary merit and child appeal, (2) provide children’s book information for educators, librarians, and parents, (3) improve childhood literacy by helping to identify books that will encourage a love of reading in children and teens, and (4) work towards eliminating prejudice and discrimination by identifying books that will expose children to diverse perspectives and role models.
  4. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof.
  5. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
  6. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

FISCAL YEAR

  1. The Fiscal Year for the Corporation shall be from August 1 to July 31.

BOARD OF DIRECTORS

  1. SIZE: The Board of Directors shall consist of at least five members and not more than nine members.
  2. PURPOSE: The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the Organizing Committee.
  3. TERM: Board members shall serve for three year terms, and may be re-elected for up to three consecutive terms.
  4. MEETINGS: The Board of Directors shall meet annually during July or August. Meetings may be held in person or remotely using any current technology that is widely used.
  5. QUORUM: At least 51% of Board Members must be present or voting to constitute a quorum for the purposes of voting.
  6. VOTING: Voting at Board meetings or between meetings may be done in person or remotely using any current technology that is widely used. Proxy votes may be submitted to the Secretary in advance of any expected vote.
  7. VACANCIES: When a vacancy on the board exists mid-term, the Board of Directors may select a replacement. If the vacancy reduces the number of Board members to fewer than five, the Board must select a replacement. An affirmative vote of at least 51% of remaining Board Members is required to confirm the new Board Member. Vacancies will be filled only to the end of the particular board member’s term.
  8. REMOVAL: Board Members may be terminated from the board for any reason by a two-thirds vote of the remaining directors.
  9. 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 at least two weeks in advance.
  10. AUTHORIZATIONS: At least two signatures from the Board of Directors are required to authorize any contracts. The treasurer and two other Directors to be selected by the Board of Directors will be authorized as signatories on any bank, credit card, or other financial accounts. At least two signatures are required to authorize any transaction over $500.

OFFICERS

  1. OFFICERS: There shall be four officers of the board, consisting of a President, Vice-President, Secretary and Treasurer. Their duties are as follows:
  2. The President oversees all Board meetings, and is responsible for ensuring there is a quorum, providing copies of the agenda (either physical or digital) to all Board members present, and conducting vote counts.
  3. In the event that the President is absent or otherwise unable to fulfil the President’s duties, the Vice-President will assume the President’s role. The Vice-President will assume responsibility of any unfilled or vacated officer roles and duties therein.
  4. 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 member, and assuring that corporate records are maintained.
  5. The Treasurer keeps a written record of all income and expenditures of the Cybils Awards, as well as relevant receipts, and can produce them upon request. The Treasurer provides quarterly written reports on the financial position of the group, forecasting any budgetary issues requiring the attention of the group and recommending actions to address any financial/budgetary issues identified.
  6. ELECTION: The officers shall be nominated and elected by the Board of Directors from among their number.
  7. TERM: Officers shall serve for three year terms, and may serve no more than two consecutive terms in the same position.
  8. EXECUTIVE COMMITTEE: The four officers together comprise the Executive Committee of the Board of Directors.
  9. VACANCIES: When a vacancy in the Executive Committee occurs in mid-term, the Board of Directors will select a replacement from among their number. An affirmative vote of at least 51% of remaining Board Members is required to confirm the new officer. Vacancies will be filled only to the end of the particular board member’s term.

STANDING COMMITTEES

  1. ORGANIZING COMMITTEE: The Organizing Committee is responsible for the day to day operations of the Cybils Awards.
  2. EXECUTIVE DIRECTOR: The Board of Directors shall appoint a Executive Director, who also serves as the Chair of the Organizing Committee. The executive director has day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies. The Executive Director will attend all board meetings, report on the progress of the organization, answer questions of the board members and carry out other duties as required.
  3. MEMBERSHIP: The Organizing Committee consists of the Executive Director, all current Category Chairs, Blog Editor(s), Social Media Chair,  Literacy Evangelist, Publisher Liaison, Outreach Committee Chair, and Fundraising Chair. The Executive Director may create, remove, change, or combine Organizing Committee positions, or fill vacancies for any position, in consultation with the Organizing Committee.
  4. CATEGORIES: The Executive Director in consultation with the Organizing Committee will determine the award categories for each award year.
  5. OUTREACH COMMITTEE: The Outreach Committee is responsible for outreach to the children’s literature community, including bloggers, podcasters, booktubers, librarians, booksellers, and teachers, for the purpose of building awareness of and support for the Cybils Awards.
    1. MEMBERSHIP: Anyone may serve on the Outreach Committee.
    2. CHAIR: The Executive Director shall appoint an Outreach Committee Chair in consultation with the Organizing Committee. The Outreach Committee Chair shall also be considered a member of the Organizing Committee.
  6. FUNDRAISING COMMITTEE: The Fundraising Committee is responsible for initiatives, projects, and outreach for the purposes of raising funds to further the mission of the Cybils Awards.
    1. MEMBERSHIP: Anyone may serve on the Fundraising Committee.
    2. CHAIR: The Executive Director shall appoint a Fundraising Committee Chair in consultation with the Organizing Committee. The Fundraising Chair shall also be considered a member of the Organizing Committee.
  7. OTHER COMMITTEES: The Board of Directors may create other standing committees. Either the Board of Directors or the Organizing Committee may create ad-hoc committees as needed.

AMENDMENTS

  1. These bylaws may be amended when necessary by two-thirds majority of the Board of Directors.

DISSOLUTION

  1. In the event of the dissolution or liquidation of the Corporation, after paying or adequately providing for the debts and obligations of the Corporation, the directors shall donate, transfer, deliver and convey all of its moneys, properties and other assets to any nonprofit successor organization approved by the directors, provided that such successor organization is exempt from taxation under Section 501(c)(3) of the Internal Revenue Code or the corresponding provisions of any future United States Internal Revenue law. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.