a) To enhance the quality of text and other educational works available for teaching, research, and other educational purposes.

b) To supply information to authors of text and academic materials regarding their professional interests as Authors and Educators.

c) To suggest, initiate and assist in carrying out actions in behalf of its members' professional interests as text and academic Authors and Educators.

d) To protect and promote the professional interests of Authors.

e) To hold meetings and conferences for the mutual improvement and education of its members.

f) To protect the rights of authors in the area of copyright and contract terms with publishers.

g) To generally promote, coordinate, and assist in the common activities, interest and objectives of text and academic Authors, and to improve the general business condition of Authors.

Section 2. Types of Membership. Membership in the Corporation shall be of the following types:

a) Regular Members

b) Life or Honorary Members

Section 3. Regular Members. The regular members of TAA shall be individuals who are creators or potential creators of textbooks, academic works, or other educational materials, in the capacity of author, editor or publisher. Regular members may enroll as individuals by making application and payment of the annual membership dues or persons may become regular members by virtue of their association with an organization that has made collective application for membership in TAA and paid an annual membership fee agreed upon by the respective organizations.

Section 4. Life or Honorary Members. The Board of Directors, herein called the Council, at a duly called meeting or by unanimous written consent may elect Honorary Members by unanimous vote of the members of the Council present. Honorary Members shall be exempt from the payment of any fees whatsoever and shall be entitled to all the privileges of Regular Members, except the right to vote or to hold office.

Section 5. Dues. Annual dues for membership shall be determined by the Council and shall be reviewed each year by the Council.

Section 6. Reinstatement. A member whose membership has lapsed, desiring a continuous member record, may be reinstated by paying all dues in arrears. If continuous membership is not desired, the member may be reinstated by paying the current dues.

Section 2. Members. The Council shall consist of the officers of TAA named in Article V, the immediate past president and other Regular Members of TAA, for a total of ten (10). Other persons may be invited by the President to serve as advisory, non-voting members of the Council.

Section 3. Term of Office.Council members shall serve for a term of two (2) years unless selected to fill an unexpired term. Terms of the Council members who are not also officers or past presidents shall be staggered, so that half the members assume their positions each year. The term of office for Council Members shall commence with the annual convention.

Section 4. Tenure. No officer shall hold office for more than three (3) consecutive terms. No person shall serve as a member of the Council for more than four (4) consecutive two (2) year terms (in addition to any partial term filled) without a break in service of at least one (1) year.

Section 5. Meetings Meetings of the Council shall be held at the same time and location as the annual convention of TAA. Additional meetings may be called by the President or upon written request of at least three (3) members of the Council, stating the purpose for said meeting. A quorum at a meeting of the Council shall consist of six (6) members.

Section 6. Voting. Voting rights of Council Members shall not be delegated nor exercised by proxy. Action taken by mail, fax, or by a telephone conference shall be a valid action of the Council.

Section 7. Absences. Any member of the Council who shall have been absent from two (2) consecutive meetings shall automatically be deemed to have been removed from office unless this condition is waived by a two-thirds (2/3) vote of the Council.

Section 8. Compensation. Council Members may receive compensation for their services as determined by the Council. They may be reimbursed for expenses incurred in travel to regular or special meetings of the Council.

Section 9. Action Without Meeting Any action of the Council may be taken without a meeting if a consent in writing setting forth the actions taken signed by all of the members is filed in the minutes of the Council. Such consent shall have the same effect as a unanimous vote.

Section 10. Notice and Waiver. Notice of any special meeting shall be given at least five (5) business days prior thereto by written notice delivered personally, or by mail or by fax to each Council Member at his or her address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail with postage prepaid. Any Council Member may waive notice of any meeting, either before, at, or after such meeting by signing a waiver of notice. The attendance of a Council Member at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of such meeting or the manner in which it has been called or convened, except when a Council Member states at the beginning of the meeting any objection to the transaction of business because the meeting is not lawfully called or convened.

Section 11. Vacancies. Any vacancy occurring in the Council may be filled by appointment by the President. A Council Member appointed to fill a vacancy shall hold office until the next annual election of Council Members.

Section 12. Presumption of Assent. A Council Member present at a meeting of the Council at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he or she votes against such action or abstains from voting and so states.

Section 2. Terms of Office. The President and Vice President/President-Elect shall hold office for a term of one (1) year, the Secretary and Treasurer for two (2) years, and their terms shall he staggered. The term of office for the elected officers shall run from the annual convention.

Section 2. Vice President/President-Elect. The Vice President/President-Elect shall exercise the duties of the President in the absence of the latter. The Vice President/President-Elect shall also perform such other duties as the President or the Council shall determine. The Vice President/President-Elect shall succeed as president of TAA, subject to a confirmation vote by a majority of the Council, at the time of the annual convention and the expiration of the President's term of office. Should a confirmation vote fail, the Council shall move immediately to select a new president for the coming year.

Section 3. Secretary. The Secretary shall oversee the proper recording of proceedings of the Corporation and shall ensure that accurate records are kept of all members.

Section 4. Treasurer. The Treasurer shall oversee the Corporation funds and records, the establishment of proper accounting procedures for the handling of the Corporation funds and the performance of an annual or unscheduled review of the books as may be required by the Council. The Treasurer shall be bonded in such amounts as the Council may require.

Section 5. Compensation Officers of the Corporation may receive compensation for their services as officers as determined from time to time by the Council. They may also he reimbursed for expenses incurred in travel to regular or special meetings.

Section 6. Priority of Acting. If the President is unable to act, the Vice President/President-Elect, Secretary, or Treasurer, in the order listed shall perform the functions of the President of the Corporation.

Section 2. Elections. The officers and remaining Council Members of TAA shall he elected by a vote of the membership of TAA. A written ballot is to be provided all members at least thirty (30) days prior to the annual convention. The ballot shall contain the names of all nominated Council Members and officers nominated with their office of elections designated. Provisions shall be made to permit write-in candidates.

Section 2. Quorum. At a meeting of the Regular Members those regular members present shall constitute a quorum.

Section 3. Rules of Order. Robert's Rules of Order, Revised, shall govern the conduct of all meetings of the Membership whenever they are applicable and do not conflict with these By-Laws or any special rules that the association or the President may adopt.