The Antiquarian Booksellers Association

1. DEFINITION

Antiquarian Booksellers are defined for the purposes of these rules as individuals, sole traders, partnerships, companies, and corporations having Antiquarian Book departments, routinely and professionally engaged in purchasing, valuing, pricing and selling Antiquarian Books.

2. MEMBERSHIP

There shall be three classes of members: Full Members, Retired Members and Honorary Members hereinafter called "The Members". Membership shall not be transferable or transmissible.

2a. Eligibility.

i). Full Membership.

Only professional Antiquarian Booksellers who have been trading in Antiquarian Books for a minimum of five consecutive years, or who have previously been Full Members, shall be eligible for Full Membership. Full Membership will be registered in the trading name of the business. In the case of partnerships, companies and corporations having antiquarian book departments (hereinafter referred to as "Corporate Entities") a partner, director or senior employee who has been trading in Antiquarian Books for a minimum of five consecutive years may be accepted as fulfilling the requirements of eligibility on behalf of that Corporate Entity. One or more of such eligible partners, directors or senior employees shall be nominated by the Members of Council ("The Nominees(s)"). Nominees associated with the same Corporate Entity shall be deemed joint members and for all the purposes and provisions of these rules considered one Member, but shall be jointly and severally liable in respect thereof. The individual rights, privileges and duties of Full Membership shall be vested in the Nominee(s) and the term "Full Member" shall hereinafter be deemed, except when expressly stated to the contrary, to include all such Nominees, one of whom the Corporate Entity shall designate the "Principal Nominee". Upon the Principal Nominee ceasing for any reason to be associated with the Corporate Entity, the Association shall forthwith be notified in writing and Membership shall automatically cease on the expiry of thirteen weeks from the date of the notice unless another eligible person shall have been designated the Principal Nominee in compliance with this Rule and such designation shall have been approved by the Members of Council.

Any change in ownership or constitution of a business shall likewise be immediately notified in writing to the Association. Within a period of thirteen weeks from the date of the notice, the Members of Council shall determine whether the Full Membership in question shall be ratified. Full Membership in this case shall automatically lapse unless and until such ratification is made and confirmed in writing by the Secretary.

ii). Retired Membership.

Upon full retirement from the business of dealing in Antiquarian Books, all Full Members of five yearsí standing may retain membership for life at a reduced subscription ("Retired Membership"). Retired Membership may also, at the discretion of the Members of Council, be offered on an individual basis to retired associates or employees of Full Members. A retired Full Member who resumes trading may, subject to the formal approval of the Members of Council, revert to the status of Full Member, but shall immediately become liable for payment of the appropriate annual subscription.

iii). Honorary Membership.

Honorary membership may be granted by the Members of Council to any retiring or elderly Full Member deemed to have rendered exceptional service to the Association ("Honorary Membership"). Honorary membership may also be granted to non-members who have in the opinion of the Members of Council rendered signal service to the Antiquarian Book trade. No more than two such Honorary memberships may be granted in any one calendar year.

2b. Antiquarian Booksellers whose business is based outside the United Kingdom in a country having its own national association affiliated to the International League of Antiquarian Booksellers are not eligible for Membership unless they are members of that national association.

2c. New Members. Application Procedure.

i) Applicants for Full Membership shall be proposed by two Full Members and seconded by another two Full Members. Proposers and seconders must complete, sign and send to the Secretary the official form of recommendation. Applicants must complete, sign and send to the Secretary the official form of application. If approved by the Members of Council, the names of applicants, together with the names of proposers and seconders, shall be published in the Newsletter of the Association. Election to Membership shall be considered at a further meeting of the Members of Council. For the purposes of this Rule, a meeting of the Members of Council shall consist of not less than eleven Members of Council, of whom two-thirds of those present and voting (not including abstentions) shall constitute a majority. A minimum of seven votes in favour shall be necessary for election.

ii). A partner or director of a Corporate Entity wishing to become an additional Nominee

under Rule 2a shall be proposed by the Principal Nominee of that Corporate Entity. If approved by the Members of Council by a simple majority vote, the name of the Nominee, together with the name of the Corporate Entity, shall be published in the Newsletter of the Association.

2d. The Members of Council shall have the power to ask applicants for Full Membership (including each Nominee under Rule 2a) to make themselves available for interview by the Members of Council and to invite the proposers and seconders to attend.

2e. Entrance Fee and Subscription.

Each new Full Member shall pay an entrance fee. The entrance fee and the annual subscription shall be such sums as the Members of Council may from time to time determine. The entrance fee shall be payable in full upon election and the annual subscription either in full, or in such proportion, or in such instalments as the Members of Council may determine. Thereafter the annual subscription shall be payable either in full on the first day of January each year, or, with the addition of appropriate charges, in instalments over the year. In the case of Corporate Entities, an additional subscription of one fifth of the Full Membership subscription shall be payable for each Nominee other than the Principal Nominee, to a maximum figure of twice the amount of a Full Membership subscription. Full Members whose principal place of business is located outside the United Kingdom and the Republic of Ireland shall pay one half of the Full Membership subscription. Retired Members, wherever resident, shall pay one tenth of the Full Membership subscription or, if they prefer, one final subscription for a full year at the current rate which shall be considered a lifetime subscription. No entrance fee or subscription shall be levied on Honorary Members.

2f. Rule-Book, Directory, Newsletter and Website.

i). Each prospective Member (including each Nominee under Rule 2a) shall be supplied with

a copy of the Memorandum and Articles of Association (which include the objects of the Association), Rules and Codes of the Association and shall agree to abide by these before being submitted for election. Each prospective Member (and each Nominee) must sign a document in due form to register that agreement and all such documents shall be retained by the Association.

ii). A directory of Members shall be published in such form as the Members of Council shall instruct, listing the personal and business names of all Members (including all Nominees) and indicating the class of Membership held ("The Directory"). The Directory shall be revised and updated regularly as circumstances require. A regular newsletter shall be published in such form as the Members of Council shall instruct and copies sent free of charge to each Member ("The Newsletter"). A website shall be maintained for the Association containing such information as may be decided from time to time by the Members of Council.

2g. Termination of membership. By default.

i). Any Member whose subscription payment (or instalment thereon) or any other dues, fees, charges or other sums legitimately levied by the Association shall become three months in arrears will be notified in writing by the Secretary. If payment in full is not made within twenty-eight days of the date of such notice, the Membership shall lapse. A record of such notification shall be passed to the confidential files of the Standards Committee.

ii). Should any Member be found to have made a material mis-statement in any application for election, or in any notification of change of ownership or of change in the constitution of a business, or to have failed to notify the Association of any such change, the membership shall be terminated forthwith.

iii). If a member die, or become incapable by reason of mental disorder of administering property or affairs, or be adjudged bankrupt, or cease to trade, or goes into liquidation, Membership shall automatically lapse. Termination of Membership shall be at the discretion of the Members of Council if a Member make any arrangement or composition with that Memberís creditors.

2h. Resignation.

A member may at any time by notice in writing to the Secretary resign his or their membership and the name of a member so resigning shall forthwith be removed from the register of members and he or they shall thereupon cease to be a member of the Association but may be re-admitted to membership. Resignation shall not exempt any member from any current liability for any subscription (or instalment thereon) or any other dues, fees, charges or other sums legitimately levied by the Association. The Association shall also remove from the register of members the name of any member who shall die or (in the case of an organisation) cease to exist.

2i. Termination of rights in property.

Upon cessation of Membership, whether it be by resignation, suspension, expulsion, bankruptcy or any other occurrence, the Member shall forfeit all rights in and all claims upon the property and funds of the Association, including the refund of any dues or subscriptions. The Members of Council reserve the right to exclude any former Members from any of the activities of the Association.

2j. Periodic Confirmation of Membership.

Notwithstanding any of the foregoing, the Membership of each Full Member shall be subject to annual confirmation by the Members of Council. At a meeting or meetings of the Members of Council to be held during the three months preceding the 31st December in each year, the Members of Council shall consider the Membership of each Full Member. Full Membership shall in each case be confirmed unless and except a contrary vote of the Members of Council be carried by a majority of not less than three-quarters of those Members of Council present and voting (not including abstentions). For the purposes of this Rule, meetings of the Members of Council shall consist of not less than twelve Members of Council. A minimum of nine votes cast against confirmation shall be necessary for any such confirmation of Full Membership to be denied, but where confirmation is so denied the Full Membership in question shall cease on the 31st December next following the date of such meeting. The Members of Council shall not be required to give any reason for declining to confirm any Full Membership but shall forthwith notify in writing the Full Member in question of any such decision. Full Members failing to have their Full Membership confirmed shall not be eligible to re-apply for Full Membership until a twelve-month period has elapsed.

3. PRESIDENT, VICE-PRESIDENT AND TREASURER.

Any Full Member of five yearsí standing (including only in this case Nominees of five yearsí individual standing) who shall express willingness to serve if elected, shall be eligible to stand for election. Candidates must be proposed by four Full Members. Nominations shall be sent to the Secretary at least twenty-eight days before the Annual General Meeting. Lists of candidates for election, together with the requisite ballot-papers, shall be sent to Members eligible to vote at least fourteen days before the Annual General Meeting. The number of votes cast for each candidate shall be announced at the Annual General Meeting and published in the Newsletter and Minutes.

4. MEMBERS OF COUNCIL.

4a. The business of the Association shall, subject to the control of General Meetings and to the provisions of these Rules, be conducted and managed by the Members of Council. The Members of Council shall consist of firstly ex-officio members, being the current President, Vice-President and Treasurer of the Association, together with the immediate past President, and secondly by twelve other Full Members who shall have been elected by Postal Ballot in accordance with these Rules. Such administrative staff as may be necessary shall be appointed by the Members of Council.

4b. Subject to Rules 4d and 4g, any Full Member of three yearsí standing (including only in this case Nominees of three yearsí individual standing) who shall express willingness to serve if elected, shall be eligible to serve as a Member of Council. Candidates must be proposed and seconded by two Full Members. Nominations shall be sent to the Secretary at least twenty-eight days before the Annual General Meeting. Lists of candidates for election , together with the requisite ballot-papers, shall be sent to all Members eligible to vote at least fourteen days before the Annual General Meeting . The number of votes cast for each candidate shall be announced at the Annual General Meeting and published in the Newsletter and Minutes.

4c. One third of the twelve elected Members of Council shall retire annually in rotation, but shall be eligible to stand for immediate re-election without the requirement of being proposed or seconded.

4d. Only one representative of a Corporate Entity may serve as a Member of Council at any one time.

4e. A past President, after the expiry of his term as ex-officio Member of Council, will have the right to attend meetings of the Members of Council, but without a vote, or may offer himself at the Annual General Meeting in the usual manner.

4f. Left blank deliberately.

4g. The Members of Council shall have the power to fill any vacancy by co-option. A member thus appointed shall retire immediately before the next Annual General Meeting but shall be eligible for election without nomination under Rule 4b.

4h. The Members of Council shall hold meetings when required to transact current business and to deal with the affairs of the Association. The Members of Council shall meet no less than eight times in each calendar year, the interval between such meetings in no circumstances to exceed thirteen weeks. Seven Members of Council shall form a quorum except where otherwise provided in these Rules. Each Member of Council present shall have one vote. In the case of a tied vote the President (or acting chairman) shall have a second and casting vote.

4i. Sub-committees with chairmen or convenors shall be appointed by the President as required for dealing with particular areas of the work of the Association. The President, or any other Members of Council authorised by the President, shall have power to form an emergency sub-committee at any time to deal with matters of urgency. The President shall have the power to attend the meetings of any sub-committee except those of the Standards Committee.

4j. The Members of Council shall be empowered to make decisions, financial or otherwise, in all such matters not explicitly provided for in the Objects, Rules and Codes of the Association, with the provision that all such decisions shall not be inconsistent with the said Objects, Rules and Codes, and shall be expressly framed for the general benefit of members of the Antiquarian Book trade. The Members of Council are likewise empowered to make, rescind or vary all such Rules as they may deem necessary for the good governance of the Association, provided always that such revisions shall be compatible with the Objects of the Association and provided always that such revisions shall immediately be made known to Members and shall be formally proposed for adoption at the next Annual General Meeting. All such revisions made under this Rule shall nonetheless be binding upon Members until repealed by the Members of Council or set aside at an Annual or Extraordinary General Meeting or by Referendum. For the purposes of this Rule a meeting of the Members of Council shall consist of not less than eleven members, of whom two-thirds of those present and voting (not including abstentions) shall constitute a majority. A minimum of seven votes in favour of any proposal shall be necessary.

5. PATRONS.

5a. The Members of Council shall appoint two or more persons to act as patrons of the Association ("The Patrons").

5b. A Patron may resign or retire by sending the Members of Council a letter of resignation or retirement as appropriate. The Members of Council shall remove any Patron who shall be adjudged unsuitable.

6. PROCEDURES.

6a. Referenda and Postal Ballots.

i). The Members of Council may at their discretion, in lieu of calling an Extraordinary General Meeting, submit for the authorisation of Members by means of a Referendum ("The Referendum") any change in the Memorandum and Articles of Association (which include the objects of the Association), Rules and Codes of the Association, or other important matter recommended by the said Members of Council. At least twenty-eight daysí notice of the holding of the Referendum, together with full details of the suggested proposals and the requisite ballot papers, shall be given to all Members eligible to vote. The poll shall remain open for seven days after the expiry of such notice. Any matter submitted to the Referendum which shall obtain a simple majority of votes cast shall be deemed to have been carried. Notwithstanding anything in the foregoing, if at least ten Full Members demand an extraordinary General Meeting in the manner prescribed in the Articles of Association, it shall be held.

ii). Postal ballots ("Postal Ballots") are required under these Rules for the election of the President, Vice-President and Treasurer and for the election of the Members of Council. Both Postal Ballots and Referenda shall be conducted under such provisions as the Electoral Reform Society shall from time to time advise. All votes shall be inspected and counted by not less than two Scrutineers to be appointed by the Members of Council who shall include at least one past President. All voting and ballot papers shall be retained for a period of seventy days and shall be available for inspection by any Member or that Memberís legal representative.

6b. Voting.

For the purposes of voting at a general meeting, or in a Referendum, or in a Postal Ballot for the election of the President, Vice-President or Treasurer or Members of Council, all Full Members shall have one vote. In the case of Corporate Entities the vote shall be cast by the Principal Nominee. Votes by proxy shall not be accepted at a general meeting unless a valid document of authorisation, signed in due form, shall be accepted by the scrutineers. Retired or Honorary Members shall have no vote.

7. PRIVILEGES.

7a. Use of Plaque and Badge.

Full Members shall be entitled, upon payment of the appropriate fee (as from time to time determined by the Members of Council), to the loan and display on their premises of a plaque featuring the badge of the Association. The plaque shall remain at all times the property of the Association and must be surrendered and delivered to the Association immediately upon cessation of Membership, or upon retirement, or at any time during Membership if the Members of Council shall so direct. Full Members shall also be entitled to reproduce the badge on their catalogues, stationery and publicity material. However, Membership constitutes an acknowledgement that copyright of the badge is the property of the Association and upon cessation of Full Membership all written and printed matter, advertising or other materials reproducing the badge shall be destroyed or delivered up to the Association as it may direct, or in the absence of such direction the badge shall be wholly obliterated from all such matter.

7b. Recovery of Overdue Accounts.

Upon request the Secretary will make application on behalf of Full Members for the payment of accounts of £100 and over which are not less than twelve months overdue. A commission of 10 per centum will be charged upon all accounts up to £250 in value, with a further 2.50 per centum upon any amount over £250.

8. CONDUCT.

Members are governed both by the Objects (as set out in the Memorandum and Articles of Association of the Association), Rules and by the Code of Good Practice. A standing sub-committee to be known as the Standards Committee, operating under the disciplinary powers and procedures laid out in Appendix A, shall have the duty of receiving, considering, investigating and responding to formal complaints made against Members. The Standards Committee shall likewise have the duties of arbitrating in any disputes between Members that are brought to its notice and of investigating any other allegations made against Members of behaviour detrimental to the Objects of the Association. The Standards Committee shall have the further duty of monitoring the Rules, Codes and Guidelines of the Association and bringing forward to the Members of Council suggestions for alteration and improvement.

9. BENEVOLENT FUND.

Five per centum of the annual subscriptions received or such other sum as shall be decided upon at the Annual General Meeting shall be allocated to the Benevolent Fund.

10. FINANCIAL DISCLOSURE.

10a. No Member shall, except for professional services rendered at the request of the Members of Council, on any pretence or in any manner receive any profit, salary or emolument from the funds or transactions of the Association.

10b. Any member who has any personal or corporate financial interest in any matter raised by any general meeting, meeting of the Members of Council or sub-committee meeting of the Association shall be obliged to declare that specific interest and may, if any such meeting so determines, be required to abstain from voting on any resolution connected with the said matter.

APPENDIX A:

The Standards Committee:

The Chairman of the Standards Committee who shall be an elected Member of Council currently serving is appointed or re-appointed by the President each year. The Chairman shall then further appoint a past Member of Council not currently a voting Member of Council and another Full Member to serve as voting members of the Standards Committee, together with any such further non-voting members as may seem requisite. The decisions and recommendations of the Standards Committee shall be reached by simple majority of the three voting members. In addition to the general duty of monitoring adherence to the Code of Good Practice, the Standards Committee shall have the further duty of investigating all formal complaints made against Members. The Standards Committee may instigate such an investigation of its own accord, or where directed to do so by the President or the Members of Council. In each case the Member under complaint (the "Member under Complaint") shall be expressly aware both of the precise nature of the complaint and that the investigation is a formal one made under these procedures. All Members are expected to assist the Standards Committee in any investigation that may be made. All investigations shall be made under conditions of complete confidentiality on the part of all concerned. Any departure from that requirement shall of itself be deemed a breach of the Code of Good Practice.

The Standards Committee shall in the first instance attempt to achieve a prompt, equitable and mutually acceptable solution to any matters in dispute whether by the making of restitution or otherwise. Where this is achieved the Standards Committee may conclude that no further action is necessary. In all other cases the Standards Committee shall have the following options:-

1. To conclude that there is no case to answer.

2. To conclude that there is insufficient evidence to take the matter further.

3. To issue an aural reprimand, which shall be recorded in writing (a "Recorded Reprimand").

4. To issue a formal note of censure in writing ("A Note of Censure").

5. To refer the matter to a disciplinary panel ("The Disciplinary Panel") convened for the purpose.

In all cases the decision shall be relayed in writing both to the Complainant and to the Member under Complaint. Confidential files relating to all complaints shall be kept, together with a note of any decision reached or any action taken. All such files are to be housed apart from the general files of the Association, normally with the Associationís solicitors. Access to them is strictly restricted to current members of the Standards Committee and to the Disciplinary Panel.

Disciplinary Panels:

Where at the conclusion of its investigation the Standards Committee so requests, the Disciplinary Panel shall be convened. The Disciplinary Panel may also be convened where a Member under Complaint exercises the right to ask for a formal hearing. The Disciplinary Panel shall consist of a past President of the Association, a Patron of the Association, both to be appointed by the President, and a Member of the Association to be nominated by the Member under Complaint or, in default of such a nomination, another Member of the Association to be appointed by other members of the Disciplinary Panel. The Disciplinary Panel shall have the power to co-opt a non-voting legal practitioner to assist in its deliberations.

The Member under Complaint shall be served written notice by the Secretary that the Disciplinary Panel is to be convened and laying out the grounds of the complaint. The Member under Complaint shall be allowed a maximum of twenty-one days from receipt of such notice to nominate a Member to serve on the Disciplinary Panel. Within twenty-eight days of the receipt of such notice the Member under Complaint shall make representations either in writing or in person to the Disciplinary Panel. Where a personal hearing is requested, the Member under Complaint shall have the right to be accompanied at that hearing by a legal or other representative.

Should the Member under Complaint fail to respond to the Disciplinary Panel within the allotted time the Disciplinary Panel is empowered to make a decision in the absence of the Member under Complaint. The Disciplinary Panel by a verdict of simple majority and within twenty-eight days from the receipt of written representations or the date of the hearing, may reach, confirm, alter or rescind any decision previously made by or available to the Standards Committee. The Disciplinary Panel shall have the further rights:-

1. To issue an order that financial or other compensation be made and to state a time limit within which this shall be done.

2. To suspend the Member under Complaint from the Association for a period not exceeding one year and to indicate from what date that suspension shall run.

3. To expel the Member under Complaint from the Association with effect from the date that such a decision is ratified by the Members of Council. Any Member so expelled shall not be eligible to reapply for election to the Association for a period of five years.

The decisions of the Disciplinary Panel are final and all decisions made by the Disciplinary Panel shall be ratified by the Members of Council. The Members of Council shall also decide whether some or all of the details of the final decision are to be published in the Newsletter or elsewhere. Except in that the Council shall have a general power of clemency and may entertain such pleas in mitigation as the Member under Complaint may care to present within a period of fourteen days of the decision of the Disciplinary Panel, there is no general right of appeal from the decisions of the Disciplinary Panel. The Members of Council may however under the said general power of clemency opt to vary any of the said penalties.
[Memorandum of Association]
[Articles of Association]