SLA Proposed Bylaws

August 2002

Current Bylaws	Proposed Bylaws	Rationale
Article I: Name and Objectives Section 1. The name of this not-for-profit corporation, organized and existing under the laws of the State of New York, shall be The Special Libraries Association, Inc., hereinafter referred to as the "Association." Section 2. The objectives of this Association shall be to provide an association of individuals and organizations having a professional, scientific, or technical interest in library and information science, especially as these are applied in the recording, retrieval, and dissemination of knowledge and information in areas such as the physical, biological, technical, and social sciences and the humanities; and to promote and improve the communication, dissemination, and use of such information and knowledge for the benefit of libraries or other educational organizations, and no part of the property, assets, profits, or net income shall inure to the benefit of any director, officer, or member or to the benefit of any private shareholder or individual within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 as amended. Section 3. As a not-for-profit corporation, which is exempt under Section 501(c)(3) of the Internal Revenue Code, no part of the property, assets, or net income of the Association shall inure to the benefit of any director, officer, member, or other private person except that the Association shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the objectives set forth in Article I, Section 2 of these Bylaws. No substantial part of the activities of the Association shall be devoted to propaganda or to attempt to influence legislation. The Association shall not participate or intervene in any political campaign for public office, nor shall it carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Code). Section 4. Should dissolution of the Association become necessary, the Association shall be dissolved pursuant to the relevant provisions of the New York Not-for-Profit Corporation Law. After paying or adequately providing for the payment of its liabilities, the remaining assets of the Association shall be distributed to one or more domestic or foreign corporations or other organizations engaged in activities substantially similar to those of the Association pursuant to a plan of distribution adopted as provided in the relevant sections of the New York Not-for-Profit Corporation Law. Section 5. The Association will not, without first obtaining appropriate approvals as required by New York law, engage in any of the activities referred to in the New York Not-for-Profit Corporation Law, Sections 404(b) through (o), or the New York Social Services Law, Section 35, or the corresponding provisions of any future revisions of these laws.	Article I: Name The name of this not-for-profit corporation is the Special Libraries Association, Inc., hereinafter referred to as the “Association.” Article II: Purposes and Limitations Section 1. The Association is hereby organized for the following purposes: (i) to provide an association of individuals and organizations having a professional interest in the strategic use of information; (ii) to promote and improve the communication, dissemination and use of such information and knowledge for the benefit of its members and the people and organizations they serve; (iii) to engage in any other activity permitted to be engaged in by corporations: (a) exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as the same may be amended or supplemented (the “IRC”); (b) contributions to which are deductible under IRC Section 170(c)(2); and (c) formed under the New York Not-for-Profit Corporation Act, as the same may be amended or supplemented (the “Act”). Section 2. The Association is organized exclusively for educational, scientific, and charitable purposes, including, for such purposes, the making of distributions to organizations exempt from federal income tax under IRC Section 501(c)(3). Section 3. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office (including the publishing or distribution of statements). Section 4. No part of the property, assets, or net income of the Association shall inure to the benefit of, or be distributable to, its officers, directors, committee members, employees, or other private persons, except that the Association 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 herein. Section 5. Notwithstanding any other provision of these bylaws, the Association shall not carry on any other activities not permitted to be carried on by a corporation: (i) exempt from federal income tax under IRC Section 501(c)(3); (ii) contributions to which are deductible under IRC Section 170(c)(2); and (iii) formed under the Act.	Article I: A name change is being looked at by the Branding Task Force, which has not yet completed its work. The Articles of Incorporation will have to be changed as well if there is a name change. Article II Section 1: The statement of purpose has been revised to focus on individuals rather than institutions. The elimination of the terms scientific and technical from the first sentence of the objectives statement in no way changes our commitment to research and technical standards. In addition, this article has been revised to bring the bylaws into compliance with New York state law. Article II Section 3 is standard verbiage for non-profit organizations in relation to lobbying. Article II Section 4. Note: From this point on the term directors refers to board of director members whether or not the director is an officer or has another title. Article I Section 4 of the current bylaws is covered by Article XVI in the proposed bylaws.
	Article III: Offices The Association shall maintain in the State of New York a registered office and a registered agent at such office, and may have other offices within or without the State of New York as shall be determined by the board of directors of the Association.	Article III: Because SLA is incorporated in New York, it needs to have this statement. It is very difficult and expensive to change the place of incorporation. The board has discussed the impacts of incorporating somewhere else, and it has been determined that the legal climate is changing sufficiently that the outlook for doing business electronically has improved to the extent that complexity and financial burden of moving far outweigh any perceived advantages of relocating the Association to another state or country.
Article II: Membership Section 1: Membership in the Association shall consist of: Members, Associate Members, Student Members, Retired Members, Sustaining Members, and Honorary Members. Eligibility for and privileges of each class shall be as stated herein. Within the terms of this Article, a special library is defined as: (a) A library or information center maintained by an individual, corporation, association, government agency, or any other group; or (b) A specialized or departmental collection within a library; for the organization and dissemination of information, and primarily offering service to a specialized clientele through the use of varied media and methods. Section 2. Member status shall be granted to an applicant who fulfills any one of the following requirements: (a) Has a graduate degree in library or information science; or (b) Has a bachelor's degree or higher degree and has three or more years of professional experience in a special library or information center; or (c) Has at least seven years experience in a special library or information center. (One year of undergraduate college credit equals one year of professional experience); or (d) Has a teaching position in a university or college and is engaged in educating students in one or more disciplines related to special librarianship or information science; or (e) Has a bachelor's degree or higher degree and has or has had general administrative responsibility for one or more special divisions or subject areas in an academic or public library. A Member shall have the right to vote, to hold any Association, Chapter, or Division elective office or appointive position, to affiliate with one Chapter and one Division without payment of additional fee, and to receive the official journal free. Section 3. Associate Member status shall be granted to an applicant who has a serious interest in the objectives of the Association. An Associate Member shall have the right to vote, to hold any appointive Association position, to hold any elective office or appointive position in a Chapter or a Division; but not to hold any elective Association office; to affiliate with one Chapter and one Division without payment of additional fee, and to receive the official journal free. Upon qualification an Associate Member shall be granted Member status. Section 4. Student Member status shall be granted to an applicant enrolled in a curriculum of library or information science at least part time. This category of membership shall be available only to those joining the Association for the first time and may be held for no more than three years. A Student Member shall have the right to vote, to hold any Association, Chapter, or Division appointive position; but not to hold any elective Association, Chapter, or Division office; to affiliate with one Chapter and one Division without payment of additional fee, and to receive the official journal free. Section 5. Retired Member status shall be granted, upon request, to a Member who has retired. In this connection, "retirement" shall be defined by the Board. A Retired Member shall have the right to vote, to hold any appointive Association position, to hold any elective office or appointive position in a Chapter or a Division; but not to hold any elective Association office; to affiliate with one Chapter and one Division without payment of additional fee, and to receive the official journal free. Section 6. Retired Member Forty-five Year Honoree status shall be granted to a Member who has had uninterrupted Association membership for 45 years and who is retired. In this connection, "retirement" shall be defined by the Board. A Retired Member Forty-five Year Honoree shall have the right to vote; to hold any appointive Association Position; to hold any elective office or appointive position in a Chapter or Division; but not to hold any elective Association office; to affiliate with one Chapter and one Division without payment of additional fee; and to receive the official journal free. Section 7. Sustaining Member status shall be granted to a firm, organization, or individual desiring to support the objectives and programs of the Association. Sustaining Members shall have the right to affiliate with one Chapter and one Division without payment of additional fee, and to receive the official journal free. Other benefits of this membership category shall be determined by the Board. Section 8. An Honorary Member shall be an individual elected to this honor by the Association members. At the time of election, a candidate shall not belong to the Special Libraries Association. Nominations shall be presented in writing to the Board and may be proposed by one or more Association members. Upon endorsement by a two-thirds vote of the Board, the nomination shall be submitted by the Board to the members for election at an Annual Business Meeting. The total number of Honorary Members and the number who may be elected in any one year shall be determined by the Board. An Honorary Member shall have the right to affiliate with one Chapter and one Division, and to receive the official journal free.	Article IV: Membership Section 1. Members. The Association shall have members in such classes and such numbers, according to policies adopted by the board. Section 2. Membership Term, Voting Right Classifications, and Qualification. The term, voting rights (if any), characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members shall be determined by the board. Application for membership in the Association shall be made pursuant to procedures established by the board. Section 3. Determination of Membership Dues and Obligation to Pay. Membership in the Association carries a definite obligation to pay any membership dues and assessments established by the board. The board shall fix the amount of membership dues and/or assessments (if any) for all membership classes under the following limitations: a) dues may not be increased at any one time by more than 12% of the current dues and b) dues may not be increased more than once in a three year time period. Section 4. Termination of Membership. Membership in the Association, and/or specific membership rights, may be suspended or terminated if a member does not pay the required membership dues, in full, by the due date established by the board, or according to policies adopted by the board. Section 5. Annual and Regular Meetings. There shall be an annual meeting of the membership to be held at a time and place designated by the board of directors. There may be other regular meetings of the membership as the board may decide. Notice of such meetings shall be given to all members at least thirty (30) days before the date of the meeting. Notice shall include the date, place, hour of the meeting, and any business known to be brought before the assembly. The Association may provide notice of any regular or annual meeting of the voting membership by any means of electronic delivery that is allowed by the Act at the time the notice is given. Section 6. Special Meetings. Special meetings of the membership may be held by direction of the board. The board shall fix the time and place for holding any special meeting of the members. Written notice of any special meeting of the voting membership shall be provided to each member either in person or postmarked by first class mail not less than twenty (20) days and not more than thirty (30) days before the time set for such a meeting, and must include the time, date, place, and purpose of such meeting. The Association may provide notice of any special meeting of the voting membership by any means of electronic delivery that is allowed by the Act at the time the notice is given. Section 7. Quorum. A quorum for the transaction of business shall be 100 voting members. Section 8. Manner of Acting. The act of a majority of the voting members present at a duly called meeting of the voting members at which a quorum is present shall be the act of the voting membership, except as otherwise provided by law, by the Association’s Articles of Incorporation, or by these bylaws, or the adopted parliamentary authority. Each voting member shall have one (1) vote on all matters submitted to a vote of the voting members. No proxy voting shall be permitted. Section 9. Action by Written Ballot. Pursuant to the Association’s Articles of Incorporation and the Act, any action that may be taken at a meeting of the voting members may be taken without a meeting if the action is approved in writing by voting members holding a majority of the voting power of the entire voting membership. The action must be evidenced by one (1) or more written consents describing the action taken, signed by those members representing at least a majority of the voting power of the entire voting membership, delivered to the Association for inclusion in the minutes or filing with the corporate records, and otherwise carried out pursuant to the requirements of the Act. The written ballot required under this Section may be delivered in any manner or format allowed by the Act at the time the ballot is to be taken.	Article IV Sections 1 and 2: One of the biggest stumbling blocks to recruiting new members has been the restrictive membership categories of our current bylaws. By giving the board flexibility in determining membership categories, the proposed bylaws will make it easier for the association to adapt to changes in the information industry. The bylaws were seen as a barrier to membership recruitment by both the Membership and Simplification Task Forces. The board faced this very problem last June while working with the recommendation to create a virtual membership category. What is the proposed change? Change the definition of the current categories of members from "Members, Associate Members, Student Members, Retired Members, Sustaining Members, and Honorary Members" to "members in such classes and such numbers, according to policies adopted by the board;" in addition, remove definition of a "special library." What is the benefit of the proposed change? The current restrictive definition of the membership has impeded our attracting and actively marketing the association to broader and less traditionally defined communities. The newly worded, less restrictive proposed bylaws will make it much easier for the association to adapt and respond to changes in the information industry. Additional information: The Proposed Article IV has a general membership statement in Section 1, that refers to a board policy document which will be written and presented to the membership in May for consideration by the board at its June meetings and if passed would go into effect if the proposed bylaws changes are approved by the membership. This board document describes a broader set of membership categories. Specifically: all the currently existing membership categories are identified, except associate. Virtual member category is added. Retired and 45 year retired member categories are combined; the barrier to holding an elective Association office is removed; and that 45 year members will have their basic dues waived is reaffirmed. Article XIV Section 2 of the current Bylaws is replaced by Article IV Section 3 Determination of Membership Dues and Obligation to Pay in the proposed Bylaws. Article XIV Section 2 of current Bylaws has provision for changing dues for association for membership and fees for additional chapter and division affiliations determined by the board subject to approval by a mail ballot sent to the entire voting membership. The question presented shall be resolved by a majority vote of the returned mail ballots. The proposed section allows the board to fix the amount of dues subject to limits. The current bylaws make it very difficult to adjust the dues that may be affected by conditions such as inflation. In its research the board has determined that it is not unusual in association governance for boards to be given the authority to fulfill their fiduciary responsibility through setting the amount of membership dues within limits. Article XIV of the current Bylaws is covered by proposed Bylaws Article IV Section 4 Termination of Membership. Nonpayment of dues will result in termination of membership. Article VII Section 1 Annual Meeting of the current Bylaws is replaced by proposed Bylaws Article IV Section 5. Article VII Section 2 Special Business Meetings of the current Bylaws is covered in proposed bylaws Article IV Section 6. Article VII Section 3 Notice of the current Bylaws is covered in proposed Bylaws Article IV Section 7. Notice is still at least 30 days. This would cover ALL membership meetings, whether annual, regular, or special. New language will allow us to use electronic means when allowed by the State of New York. Article VII Section 4 Quorum of the current Bylaws is identical to proposed Bylaws Article IV Section 8. Article VII Section 5 Robert’s Rules of Order of the current Bylaws is covered in proposed Bylaws Article XVII Parliamentary Authority. Article VII Section 6 of the current Bylaws is covered by proposed Bylaws Article IV Section 10. Written ballot language will allow us to use whatever manner and format is allowed by the State of New York and therefore will allow us to take advantage of any changes in the laws of the State of New York. Article IV Section 9 of the proposed Bylaws clearly ensures that the procedural motions in the parliamentary authority that require a 2/3 vote are in compliance with this section.
Article III: Board of Directors Section 1. There shall be a Board of Directors, herein referred to as the "Board," that shall have power and authority to manage the Association's property and to regulate and govern its affairs. The Board shall determine policies of the Association, and shall take such actions as it considers necessary to carry out the objectives of the Association. Section 2. The Board shall consist of: the President and President-Elect of the Association, the Chair and Chair-Elect of the Chapter Cabinet, the Chair and Chair-Elect of the Division Cabinet, the Treasurer, the most recent Past President and six Directors. At the first regular meeting held after the Annual Business Meeting the Board shall elect one of its members to serve as Secretary. Section 3. The Board shall hold four regular meetings per year on such dates and at such places as shall be fixed by the Board and may hold special meetings upon call of the President or upon written request of any three members of the Board. There shall be a regular meeting of the Board no later than one week after the Annual Business Meeting of the Association. Meetings of the Board, except Executive Sessions, shall be open to members of the Association and by invitation of the President to nonmembers. Eight members of the Board shall constitute a quorum. Section 4. In the event that a vacancy occurs in the membership of the Board, a replacement shall be elected by a majority vote of the remaining members of the Board to serve until a new member is elected by the membership of the Association under the procedures in Article XII. A vacancy in the offices of President-Elect, Chair-Elect of the Chapter Cabinet and Chair-Elect of the Division Cabinet, shall be filled from among the six directors. Section 5. All members of the Board shall serve until their successors are elected and assume their duties. The terms of office and the "Association Year" shall commence at the adjournment of the Annual Business Meeting or if there is no Annual Business Meeting on July 1 following the election. Section 6. There shall be an Executive Committee of the Board, to consist of the President, President-Elect, and Past President, with all the authority of the Board to act between meetings of the Board, except with respect to the following matters which are prohibited by the New York Not-for-Profit Corporation Law, Section 712: The submission to Association members of any action requiring Association members' approval under the New York Not-for-Profit Corporation Law; The filling of vacancies in the Board or in any Committee; The fixing of compensation of the Directors for serving on the Board or on any Committee; The amendment or repeal of the Bylaws or the adoption of new Bylaws; The amendment or repeal of any resolution of the Board unless so authorized by the Board. Section 7. Whenever in the judgement of the Executive Committee of the Board, a question arises that should be put to a vote of the entire membership of the Board, and cannot await a regular or special meeting, the Board of Directors may vote by mail ballot, telephone, or electronic means on matters which are listed in Bylaws Article III, Section 6 (a) to (e), provided that all members of the Board of Directors have consented to having such a vote conducted by such stated means, and that a two-thirds vote of all Board members in favor of the issue presented must be received in order for the issue to be approved.	Article V: Board of Directors Section 1. There shall be a board of directors, also referred to as the "board," that shall have power and authority to manage the Association's property and to regulate and govern its affairs. The board shall determine policies of the Association, and shall take such actions as it considers necessary to carry out the objectives of the Association. Regardless of title, all members of the board of directors shall be considered as “directors” throughout this document, unless otherwise specified. Section 2. The board shall consist of: the president and president-elect of the Association, the chair and chair-elect of the chapter cabinet, the chair and chair-elect of the division cabinet, the treasurer, the most recent past president, and six additional directors. At the first regular meeting held after the annual business meeting the board shall elect a director to serve as secretary. Section 3. Annual and Regular Meetings. An annual meeting of the board shall be held at such time and place, either within or without the State of New York, as designated by resolution of the board without notice required other than these bylaws and such resolution. The board may provide by resolution the time and place, either within or without the State of New York, for the holding of additional regular meetings of the board without notice required other than these bylaws and such resolution. Meetings of the board, except executive sessions, shall be open to members of the Association and by invitation of the president to nonmembers. Section 4. Special Meetings. Special meetings of the board may be called by or at the request of the president or any three (3) directors. The president shall fix the time and place of such meetings. Section 5. Notice. Notice of any special meeting of the board shall be provided to each director in writing not less than two (2) weeks before the time set for such a meeting, and must include the time, date, place, and purpose of such meeting. Any director may waive notice of any meeting before, at or after such meeting. The attendance of any director at a special meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by such director. Section 6. The terms of office and the "Association year" shall commence at the adjournment of the annual business meeting or if there is no annual business meeting on July 1 following the election. Section 7. There shall be an executive committee, to consist of the president, president-elect, and past president, with all the authority of the board to act between meetings of the board, except with respect to matters that are prohibited by the New York Not-for-Profit Corporation Law. Section 8. Whenever in the judgment of the executive committee, a question arises that should be put to a vote of the entire membership of the board, and cannot await a regular or special meeting, the board of directors may vote by mail ballot, or other legally accepted means, provided that all members of the board of directors have consented to having such a vote conducted by such stated means, and that a two-thirds vote of all board members in favor of the issue presented must be received in order for the issue to be approved. Section 9. Quorum. A majority of the voting directors in office shall constitute a quorum for the transaction of business at any meeting of the board. Section 10. Manner of Acting. The act of a majority of the voting directors present at a duly called meeting of the board at which a quorum is present shall be the act of the board, except as otherwise provided by law, by the Association’s Articles of Incorporation, these bylaws, or the parliamentary authority. No proxy voting shall be permitted. Section 11. Teleconferencing. Any director participating in a meeting of the board may participate by means of telephone conference call or by any means of communication by which all persons participating in the meeting are able to hear one another and otherwise fully participate in the meeting. Any director participating in a meeting of the board may participate by any other electronic means allowed by the Act at the time the meeting takes place. Such participation shall constitute presence in person at the meeting. Section 12. Action by Unanimous Written Consent. Any action that may be taken at a meeting of the board may be taken without a meeting if all of the directors entitled to vote thereon consent thereto in writing. Section 13. Minutes. Minutes of each meeting of the board shall be recorded by the secretary, or, in the absence of the secretary at such meeting, another person designated by the board. Section 14. Removal or Resignation of Directors. Any director may be removed for cause from the board at any time by the affirmative vote of a majority of the voting directors then in office. Section 15. Vacancies. (a) In the event of disability or withdrawal of the president, the title and all duties and obligations shall be assumed by the president-elect for the remainder of the term. If this partial term is less than half of a term, the president-elect shall thereafter serve a full term as President. (b) Should further succession beyond that of president-elect to the office of president become necessary, the title, duties, and obligations shall be assumed by the most recent past president. A vacancy in the board created by such succession shall be filled as a director for the remainder of the term. (c) Any other vacancy occurring on the board may be filled for the remainder of the term by the vote of a majority of the directors then in office.	The following sections were added to Article V: Section 4, 5, 9, 10, 11, 12 13, 14 and 15.
Article IV: Officers Section 1. The President shall be the chief executive officer of the Association and, subject to the Board, shall have general supervision and control over its affairs; shall serve as Chair of the Board and shall preside at all meetings of the Association and the Board; and shall recommend to the Board such measures as are considered desirable to further the objectives and broaden the effectiveness of the Association. At the Annual Business Meeting the President shall report for the Board on the general state of the Association and shall present for information or consideration any matters of policy or program that the President or the Board desire to bring to the attention of the members. The President shall be a member ex officio, without vote, of all Association committees except the Nominating Committee. In the event of disability or withdrawal of the President, the title and all duties and obligations shall be assumed by the President-Elect. Should further succession to the office become necessary, the title, duties, and obligations shall be assumed by the most recent Past President. A vacancy in the Board created by such succession shall be filled as a Director. Section 2. The President-Elect shall perform such duties as the President may assign. Section 3. The Chair of the Chapter Cabinet shall preside at all meetings of the Chapter Cabinet and shall direct and coordinate its activities; shall represent Chapter interests in relationships with the Board and shall inform Chapters of decisions and policies affecting their interests; and shall communicate to the Board and to the Chapter Cabinet such matters and suggestions as may increase the usefulness of the Chapter Cabinet. Section 4. The Chair-Elect of the Chapter Cabinet shall perform such duties as the Chair may assign. In the event of disability, absence or withdrawal of the Chair, the Chair-Elect shall assume the title, duties, and obligations of the Chair. A vacancy in the Board created by such succession shall be filled as a Director. Section 5. The Chair of the Division Cabinet shall preside at all meetings of the Division Cabinet and shall direct and coordinate its activities; shall represent Division interests in relationships with the Board and shall inform Divisions of decisions and policies affecting their interests; and shall communicate to the Board and to the Division Cabinet such matters and suggestions as may increase the usefulness of the Division Cabinet. Section 6. The Chair-Elect of the Division Cabinet shall perform such duties as the Chair may assign. In the event of disability, absence or withdrawal of the Chair, the Chair-Elect shall assume the title, duties, and obligations of the Chair. A vacancy in the Board created by such succession shall be filled as a Director. Section 7. The Treasurer shall perform the usual duties of the office and those assigned by the Board, and at the Annual Business Meeting, shall report to the members on the financial status of the Association. Section 8. The Secretary shall perform the usual duties of the office and those assigned by the Board. Section 9. The terms of office of President, President-Elect and Past President of the Association, Secretary, Chair and Chair-Elect of the Chapter Cabinet, Chair and Chair-Elect of the Division Cabinet shall be one year. The terms of office of Treasurer and Director shall be three years. All officers shall serve until their successors are elected and assume their duties. The term of office shall commence at the adjournment of the Annual Business Meeting or, if there is no Annual Business Meeting, on July 1 following the election.	Article VI: Officers Section 1. The president shall be the chief executive officer of the Association and, subject to the board, shall have general supervision and control over its affairs; shall serve as chair of the board and shall preside at all meetings of the Association and the board; and shall recommend to the board such measures as are considered desirable to further the objectives and broaden the effectiveness of the Association. At the annual business meeting the president shall report for the board on the general state of the Association and shall present for information or consideration any matters of policy or program that the president or the board desire to bring to the attention of the members. The president shall be a member ex officio, without vote, of all Association committees except the nominating committee. Section 2. The president-elect shall perform such duties as the president may assign. Section 3. The chair of the chapter cabinet shall preside at all meetings of the chapter cabinet and shall direct and coordinate its activities; shall represent chapter interests in relationships with the board and shall inform chapters of decisions and policies affecting their interests; and shall communicate to the board and to the chapter cabinet such matters and suggestions as may increase the usefulness of the chapter cabinet. Section 4. The chair-elect of the chapter cabinet shall perform such duties as the chair may assign. In the event of disability, absence or withdrawal of the chair, the chair-elect shall assume the title, duties, and obligations of the chair. A vacancy in the board created by such succession shall be filled as a director. Section 5. The chair of the division cabinet shall preside at all meetings of the division cabinet and shall direct and coordinate its activities; shall represent division interests in relationships with the board and shall inform divisions of decisions and policies affecting their interests; and shall communicate to the board and to the division cabinet such matters and suggestions as may increase the usefulness of the division cabinet. Section 6. The chair-elect of the division cabinet shall perform such duties as the chair may assign. In the event of disability, absence or withdrawal of the chair, the chair-elect shall assume the title, duties, and obligations of the chair. A vacancy in the board created by such succession shall be filled as a director. Section 7. The treasurer shall perform the usual duties of the office and those assigned by the board, and at the annual business meeting, shall report to the members on the financial status of the Association. Section 8. The secretary shall perform the usual duties of the office and those assigned by the board. Section 9. The terms of office of president, president-elect and past president of the Association, secretary, chair and chair-elect of the chapter cabinet, chair and chair-elect of the division cabinet shall be one year or until a successor is elected and assumes office. The terms of office of treasurer and director shall be three years or until a successor is elected and assumes office. Terms for directors shall be staggered so as to elect two directors per year. The term of office shall commence at the adjournment of the annual business meeting or, if there is no annual business meeting, on July 1 following the election.	It became obvious to the board that the membership preferred the current officer structure. In discussions the board recognized the “checks and balances” this structure provided. Hence, no changes are being proposed for the article on Officers. Article VI Section 2: Please see Article VI Section 9 in the proposed bylaws. The revised wording for Article VI Section 9 is the proper parliamentary phrasing for this provision, so that the full extent of the term of office provision is in one place.
Article V: Chapter Cabinet Section 1. There shall be a Chapter Cabinet whose major areas of interest and functions shall be assigned by the Board. The Cabinet may request and receive reports from its members, shall advise the Board on matters pertaining to its assigned interests and may initiate proposals for consideration by the Board. It shall consider matters referred to it by the Board, the President, or the administrator of the Association Office. Section 2. The Chapter Cabinet shall consist of each Chapter President and President-Elect. If either is unable to attend a meeting of the Cabinet, the Chapter President shall designate an eligible member of the Chapter to represent the Chapter Cabinet member unable to attend. Section 3. The Chapter Cabinet shall hold two regular meetings annually at the call of its Chair, one of which shall be held during the annual Association Conference. Special meetings may be held upon call of the Chair or upon written request of 15 members of the Chapter Cabinet. Joint sessions with the Division Cabinet may be requested by the Chapter Cabinet Chair or the Association President. Meetings of the Chapter Cabinet shall be open to all Association members.	Article VIII: Chapter Cabinet Section 1. There shall be a chapter cabinet whose major areas of interest and functions shall be assigned by the board. The cabinet may request and receive reports from its members, shall advise the board on matters pertaining to its assigned interests and may initiate proposals for consideration by the board. It shall consider matters referred to it by the board, the president, or the administrator of the Association office. Section 2. The chapter cabinet shall consist of each chapter president and president-elect. If either is unable to attend a meeting of the cabinet, the chapter president shall designate an eligible member of the chapter to represent the chapter cabinet member unable to attend. Section 3. The chapter cabinet shall convene at least once a year.	The only change being proposed for the Chapter Cabinet is designed to simplify its requirements for face-to-face meetings. While no change is anticipated in current practice, the requirement for meeting twice a year has been changed to a requirement to meet at least once a year to allow for streamlining and use of technologies for communication as appropriate.
Article VI: Division Cabinet Section 1. There shall be a Division Cabinet whose major areas of interest and functions shall be assigned by the Board. The Cabinet may request and receive reports from its members, shall advise the Board on matters pertaining to its assigned interests and may initiate proposals for consideration by the Board. It shall consider matters referred to it by the Board, the President, or the administrator of the Association Office. Section 2. The Division Cabinet shall consist of each Division Chair and Chair-Elect. If either is unable to attend a meeting of the Cabinet, the Division Chair shall designate an eligible member of the Division to represent the Division Cabinet member unable to attend. Section 3. The Division Cabinet shall hold two regular meetings annually at the call of its Chair, one of which shall be held during the annual Association Conference. Special meetings may be held upon call of the Chair or upon written request of 8 members of the Cabinet. Joint sessions with the Chapter Cabinet may be requested by the Division Cabinet Chair or the Association President. Meetings of the Division Cabinet shall be open to all Association members.	Article IX: Division Cabinet Section 1. There shall be a division cabinet whose major areas of interest and functions shall be assigned by the board. The cabinet may request and receive reports from its members, shall advise the board on matters pertaining to its assigned interests and may initiate proposals for consideration by the board. It shall consider matters referred to it by the board, the president, or the administrator of the Association office. Section 2. The division cabinet shall consist of each division chair and chair-elect. If either is unable to attend a meeting of the cabinet, the division chair shall designate an eligible member of the division to represent the division cabinet member unable to attend. Section 3. The division cabinet shall convene at least once a year.	The only change being proposed for the Division Cabinet is designed to simplify its requirements for face-to-face meetings. While no change is anticipated in current practice, the requirement for meeting twice a year has been changed to a requirement to meet at least once a year to allow for streamlining and use of technologies for communication as appropriate.
Article VII: Association Meetings Section 1. An annual meeting of the members (herein referred to as the "Annual Business Meeting") shall be held at such time and place as the Board determines.

Current Bylaws

Proposed Bylaws

Rationale

Article I: Name and Objectives

Section 1. The name of this not-for-profit corporation, organized and existing under the laws of the State of New York, shall be The Special Libraries Association, Inc., hereinafter referred to as the "Association."

Section 2. The objectives of this Association shall be to provide an association of individuals and organizations having a professional, scientific, or technical interest in library and information science, especially as these are applied in the recording, retrieval, and dissemination of knowledge and information in areas such as the physical, biological, technical, and social sciences and the humanities; and to promote and improve the communication, dissemination, and use of such information and knowledge for the benefit of libraries or other educational organizations, and no part of the property, assets, profits, or net income shall inure to the benefit of any director, officer, or member or to the benefit of any private shareholder or individual within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 as amended.

Section 3. As a not-for-profit corporation, which is exempt under Section 501(c)(3) of the Internal Revenue Code, no part of the property, assets, or net income of the Association shall inure to the benefit of any director, officer, member, or other private person except that the Association shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the objectives set forth in Article I, Section 2 of these Bylaws. No substantial part of the activities of the Association shall be devoted to propaganda or to attempt to influence legislation. The Association shall not participate or intervene in any political campaign for public office, nor shall it carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Code).

Section 4. Should dissolution of the Association become necessary, the Association shall be dissolved pursuant to the relevant provisions of the New York Not-for-Profit Corporation Law. After paying or adequately providing for the payment of its liabilities, the remaining assets of the Association shall be distributed to one or more domestic or foreign corporations or other organizations engaged in activities substantially similar to those of the Association pursuant to a plan of distribution adopted as provided in the relevant sections of the New York Not-for-Profit Corporation Law.

Section 5. The Association will not, without first obtaining appropriate approvals as required by New York law, engage in any of the activities referred to in the New York Not-for-Profit Corporation Law, Sections 404(b) through (o), or the New York Social Services Law, Section 35, or the corresponding provisions of any future revisions of these laws.

Article I: Name

The name of this not-for-profit corporation is the Special Libraries Association, Inc., hereinafter referred to as the “Association.”

Article II: Purposes and Limitations

Section 1. The Association is hereby organized for the following purposes:

(i) to provide an association of individuals and organizations having a professional interest in the strategic use of information;

(ii) to promote and improve the communication, dissemination and use of such information and knowledge for the benefit of its members and the people and organizations they serve;

(iii) to engage in any other activity permitted to be engaged in by corporations: (a) exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as the same may be amended or supplemented (the “IRC”); (b) contributions to which are deductible under IRC Section 170(c)(2); and (c) formed under the New York Not-for-Profit Corporation Act, as the same may be amended or supplemented (the “Act”).

Section 2. The Association is organized exclusively for educational, scientific, and charitable purposes, including, for such purposes, the making of distributions to organizations exempt from federal income tax under IRC Section 501(c)(3).

Section 3. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office (including the publishing or distribution of statements).

Section 4. No part of the property, assets, or net income of the Association shall inure to the benefit of, or be distributable to, its officers, directors, committee members, employees, or other private persons, except that the Association 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 herein.

Section 5. Notwithstanding any other provision of these bylaws, the Association shall not carry on any other activities not permitted to be carried on by a corporation: (i) exempt from federal income tax under IRC Section 501(c)(3); (ii) contributions to which are deductible under IRC Section 170(c)(2); and (iii) formed under the Act.

Article I: A name change is being looked at by the Branding Task Force, which has not yet completed its work. The Articles of Incorporation will have to be changed as well if there is a name change.

Article II Section 1: The statement of purpose has been revised to focus on individuals rather than institutions. The elimination of the terms scientific and technical from the first sentence of the objectives statement in no way changes our commitment to research and technical standards. In addition, this article has been revised to bring the bylaws into compliance with New York state law.

Article II Section 3 is standard verbiage for non-profit organizations in relation to lobbying.

Article II Section 4. Note: From this point on the term directors refers to board of director members whether or not the director is an officer or has another title.

Article I Section 4 of the current bylaws is covered by Article XVI in the proposed bylaws.

Article III: Offices

The Association shall maintain in the State of New York a registered office and a registered agent at such office, and may have other offices within or without the State of New York as shall be determined by the board of directors of the Association.

Article III: Because SLA is incorporated in New York, it needs to have this statement. It is very difficult and expensive to change the place of incorporation. The board has discussed the impacts of incorporating somewhere else, and it has been determined that the legal climate is changing sufficiently that the outlook for doing business electronically has improved to the extent that complexity and financial burden of moving far outweigh any perceived advantages of relocating the Association to another state or country.

Article II: Membership

Section 1: Membership in the Association shall consist of: Members, Associate Members, Student Members, Retired Members, Sustaining Members, and Honorary Members. Eligibility for and privileges of each class shall be as stated herein. Within the terms of this Article, a special library is defined as:

(a) A library or information center maintained by an individual, corporation, association, government agency, or any other group; or

(b) A specialized or departmental collection within a library; for the organization and dissemination of information, and primarily offering service to a specialized clientele through the use of varied media and methods.

Section 2. Member status shall be granted to an applicant who fulfills any one of the following requirements:

(a) Has a graduate degree in library or information science; or

(b) Has a bachelor's degree or higher degree and has three or more years of professional experience in a special library or information center; or

(c) Has at least seven years experience in a special library or information center. (One year of undergraduate college credit equals one year of professional experience); or

(d) Has a teaching position in a university or college and is engaged in educating students in one or more disciplines related to special librarianship or information science; or

(e) Has a bachelor's degree or higher degree and has or has had general administrative responsibility for one or more special divisions or subject areas in an academic or public library.

A Member shall have the right to vote, to hold any Association, Chapter, or Division elective office or appointive position, to affiliate with one Chapter and one Division without payment of additional fee, and to receive the official journal free.

Section 3. Associate Member status shall be granted to an applicant who has a serious interest in the objectives of the Association. An Associate Member shall have the right to vote, to hold any appointive Association position, to hold any elective office or appointive position in a Chapter or a Division; but not to hold any elective Association office; to affiliate with one Chapter and one Division without payment of additional fee, and to receive the official journal free. Upon qualification an Associate Member shall be granted Member status.

Section 4. Student Member status shall be granted to an applicant enrolled in a curriculum of library or information science at least part time. This category of membership shall be available only to those joining the Association for the first time and may be held for no more than three years. A Student Member shall have the right to vote, to hold any Association, Chapter, or Division appointive position; but not to hold any elective Association, Chapter, or Division office; to affiliate with one Chapter and one Division without payment of additional fee, and to receive the official journal free.

Section 5. Retired Member status shall be granted, upon request, to a

Member who has retired. In this connection, "retirement" shall be defined by the Board. A Retired Member shall have the right to vote, to hold any appointive Association position, to hold any elective office or appointive position in a Chapter or a Division; but not to hold any elective Association office; to affiliate with one Chapter and one Division without payment of additional fee, and to receive the official journal free.

Section 6. Retired Member Forty-five Year Honoree status shall be granted to a Member who has had uninterrupted Association membership for 45 years and who is retired. In this connection, "retirement" shall be defined by the Board. A Retired Member Forty-five Year Honoree shall have the right to vote; to hold any appointive Association Position; to hold any elective office or appointive position in a Chapter or Division; but not to hold any elective Association office; to affiliate with one Chapter and one Division without payment of additional fee; and to receive the official journal free.

Section 7. Sustaining Member status shall be granted to a firm, organization, or individual desiring to support the objectives and programs of the Association. Sustaining Members shall have the right to affiliate with one Chapter and one Division without payment of additional fee, and to receive the official journal free. Other benefits of this membership category shall be determined by the Board.

Section 8. An Honorary Member shall be an individual elected to this honor by the Association members. At the time of election, a candidate shall not belong to the Special Libraries Association. Nominations shall be presented in writing to the Board and may be proposed by one or more Association members. Upon endorsement by a two-thirds vote of the Board, the nomination shall be submitted by the Board to the members for election at an Annual Business Meeting. The total number of Honorary Members and the number who may be elected in any one year shall be determined by the Board. An Honorary Member shall have the right to affiliate with one Chapter and one Division, and to receive the official journal free.

Article IV: Membership

Section 1. Members. The Association shall have members in such classes and such numbers, according to policies adopted by the board.

Section 2. Membership Term, Voting Right Classifications, and Qualification. The term, voting rights (if any), characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members shall be determined by the board. Application for membership in the Association shall be made pursuant to procedures established by the board.

Section 3. Determination of Membership Dues and Obligation to Pay. Membership in the Association carries a definite obligation to pay any membership dues and assessments established by the board. The board shall fix the amount of membership dues and/or assessments (if any) for all membership classes under the following limitations: a) dues may not be increased at any one time by more than 12% of the current dues and b) dues may not be increased more than once in a three year time period.

Section 4. Termination of Membership. Membership in the Association, and/or specific membership rights, may be suspended or terminated if a member does not pay the required membership dues, in full, by the due date established by the board, or according to policies adopted by the board.

Section 5. Annual and Regular Meetings. There shall be an annual meeting of the membership to be held at a time and place designated by the board of directors. There may be other regular meetings of the membership as the board may decide. Notice of such meetings shall be given to all members at least thirty (30) days before the date of the meeting. Notice shall include the date, place, hour of the meeting, and any business known to be brought before the assembly. The Association may provide notice of any regular or annual meeting of the voting membership by any means of electronic delivery that is allowed by the Act at the time the notice is given.

Section 6. Special Meetings. Special meetings of the membership may be held by direction of the board. The board shall fix the time and place for holding any special meeting of the members. Written notice of any special meeting of the voting membership shall be provided to each member either in person or postmarked by first class mail not less than twenty (20) days and not more than thirty (30) days before the time set for such a meeting, and must include the time, date, place, and purpose of such meeting. The Association may provide notice of any special meeting of the voting membership by any means of electronic delivery that is allowed by the Act at the time the notice is given.

Section 7. Quorum. A quorum for the transaction of business shall be 100 voting members.

Section 8. Manner of Acting. The act of a majority of the voting members present at a duly called meeting of the voting members at which a quorum is present shall be the act of the voting membership, except as otherwise provided by law, by the Association’s Articles of Incorporation, or by these bylaws, or the adopted parliamentary authority. Each voting member shall have one (1) vote on all matters submitted to a vote of the voting members. No proxy voting shall be permitted.

Section 9. Action by Written Ballot. Pursuant to the Association’s Articles of Incorporation and the Act, any action that may be taken at a meeting of the voting members may be taken without a meeting if the action is approved in writing by voting members holding a majority of the voting power of the entire voting membership. The action must be evidenced by one (1) or more written consents describing the action taken, signed by those members representing at least a majority of the voting power of the entire voting membership, delivered to the Association for inclusion in the minutes or filing with the corporate records, and otherwise carried out pursuant to the requirements of the Act. The written ballot required under this Section may be delivered in any manner or format allowed by the Act at the time the ballot is to be taken.

Article IV Sections 1 and 2: One of the biggest stumbling blocks to recruiting new members has been the restrictive membership categories of our current bylaws. By giving the board flexibility in determining membership categories, the proposed bylaws will make it easier for the association to adapt to changes in the information industry. The bylaws were seen as a barrier to membership recruitment by both the Membership and Simplification Task Forces. The board faced this very problem last June while working with the recommendation to create a virtual membership category.

What is the proposed change? Change the definition of the current categories of members from "Members, Associate Members, Student Members, Retired Members, Sustaining Members, and Honorary Members" to "members in such classes and such numbers, according to policies adopted by the board;" in addition, remove definition of a "special library." What is the benefit of the proposed change? The current restrictive definition of the membership has impeded our attracting and actively marketing the association to broader and less traditionally defined communities. The newly worded, less restrictive proposed bylaws will make it much easier for the association to adapt and respond to changes in the information industry.

Additional information: The Proposed Article IV has a general membership statement in Section 1, that refers to a board policy document which will be written and presented to the membership in May for consideration by the board at its June meetings and if passed would go into effect if the proposed bylaws changes are approved by the membership. This board document describes a broader set of membership categories. Specifically: all the currently existing membership categories are identified, except associate. Virtual member category is added. Retired and 45 year retired member categories are combined; the barrier to holding an elective Association office is removed; and that 45 year members will have their basic dues waived is reaffirmed.

Article XIV Section 2 of the current Bylaws is replaced by Article IV Section 3 Determination of Membership Dues and Obligation to Pay in the proposed Bylaws. Article XIV Section 2 of current Bylaws has provision for changing dues for association for membership and fees for additional chapter and division affiliations determined by the board subject to approval by a mail ballot sent to the entire voting membership. The question presented shall be resolved by a majority vote of the returned mail ballots. The proposed section allows the board to fix the amount of dues subject to limits. The current bylaws make it very difficult to adjust the dues that may be affected by conditions such as inflation. In its research the board has determined that it is not unusual in association governance for boards to be given the authority to fulfill their fiduciary responsibility through setting the amount of membership dues within limits.

Article XIV of the current Bylaws is covered by proposed Bylaws Article IV Section 4 Termination of Membership. Nonpayment of dues will result in termination of membership.

Article VII Section 1 Annual Meeting of the current Bylaws is replaced by proposed Bylaws Article IV Section 5.

Article VII Section 2 Special Business Meetings of the current Bylaws is covered in proposed bylaws Article IV Section 6.

Article VII Section 3 Notice of the current Bylaws is covered in proposed Bylaws Article IV Section 7. Notice is still at least 30 days. This would cover ALL membership meetings, whether annual, regular, or special. New language will allow us to use electronic means when allowed by the State of New York.

Article VII Section 4 Quorum of the current Bylaws is identical to proposed Bylaws Article IV Section 8.

Article VII Section 5 Robert’s Rules of Order of the current Bylaws is covered in proposed Bylaws Article XVII Parliamentary Authority.

Article VII Section 6 of the current Bylaws is covered by proposed Bylaws Article IV Section 10. Written ballot language will allow us to use whatever manner and format is allowed by the State of New York and therefore will allow us to take advantage of any changes in the laws of the State of New York.

Article IV Section 9 of the proposed Bylaws clearly ensures that the procedural motions in the parliamentary authority that require a 2/3 vote are in compliance with this section.

Article III: Board of Directors

Section 1. There shall be a Board of Directors, herein referred to as the "Board," that shall have power and authority to manage the Association's property and to regulate and govern its affairs. The Board shall determine policies of the Association, and shall take such actions as it considers necessary to carry out the objectives of the Association.

Section 2. The Board shall consist of: the President and President-Elect of the Association, the Chair and Chair-Elect of the Chapter Cabinet, the Chair and Chair-Elect of the Division Cabinet, the Treasurer, the most recent Past President and six Directors. At the first regular meeting held after the Annual Business Meeting the Board shall elect one of its members to serve as Secretary.

Section 3. The Board shall hold four regular meetings per year on such dates and at such places as shall be fixed by the Board and may hold special meetings upon call of the President or upon written request of any three members of the Board. There shall be a regular meeting of the Board no later than one week after the Annual Business Meeting of the Association. Meetings of the Board, except Executive Sessions, shall be open to members of the Association and by invitation of the President to nonmembers. Eight members of the Board shall constitute a quorum.

Section 4. In the event that a vacancy occurs in the membership of the Board, a replacement shall be elected by a majority vote of the remaining members of the Board to serve until a new member is elected by the membership of the Association under the procedures in Article XII. A vacancy in the offices of President-Elect, Chair-Elect of the Chapter Cabinet and Chair-Elect of the Division Cabinet, shall be filled from among the six directors.

Section 5. All members of the Board shall serve until their successors are elected and assume their duties. The terms of office and the "Association Year" shall commence at the adjournment of the Annual Business Meeting or if there is no Annual Business Meeting on July 1 following the election.

Section 6. There shall be an Executive Committee of the Board, to consist of the President, President-Elect, and Past President, with all the authority of the Board to act between meetings of the Board, except with respect to the following matters which are prohibited by the New York Not-for-Profit Corporation Law, Section 712:

The submission to Association members of any action requiring Association members' approval under the New York Not-for-Profit Corporation Law;
The filling of vacancies in the Board or in any Committee;
The fixing of compensation of the Directors for serving on the Board or on any Committee;
The amendment or repeal of the Bylaws or the adoption of new Bylaws;
The amendment or repeal of any resolution of the Board unless so authorized by the Board.

Section 7. Whenever in the judgement of the Executive Committee of the Board, a question arises that should be put to a vote of the entire membership of the Board, and cannot await a regular or special meeting, the Board of Directors may vote by mail ballot, telephone, or electronic means on matters which are listed in Bylaws Article III, Section 6 (a) to (e), provided that all members of the Board of Directors have consented to having such a vote conducted by such stated means, and that a two-thirds vote of all Board members in favor of the issue presented must be received in order for the issue to be approved.

Article V: Board of Directors

Section 1. There shall be a board of directors, also referred to as the "board," that shall have power and authority to manage the Association's property and to regulate and govern its affairs. The board shall determine policies of the Association, and shall take such actions as it considers necessary to carry out the objectives of the Association. Regardless of title, all members of the board of directors shall be considered as “directors” throughout this document, unless otherwise specified.

Section 2. The board shall consist of: the president and president-elect of the Association, the chair and chair-elect of the chapter cabinet, the chair and chair-elect of the division cabinet, the treasurer, the most recent past president, and six additional directors. At the first regular meeting held after the annual business meeting the board shall elect a director to serve as secretary.

Section 3. Annual and Regular Meetings. An annual meeting of the board shall be held at such time and place, either within or without the State of New York, as designated by resolution of the board without notice required other than these bylaws and such resolution. The board may provide by resolution the time and place, either within or without the State of New York, for the holding of additional regular meetings of the board without notice required other than these bylaws and such resolution. Meetings of the board, except executive sessions, shall be open to members of the Association and by invitation of the president to nonmembers.

Section 4. Special Meetings. Special meetings of the board may be called by or at the request of the president or any three (3) directors. The president shall fix the time and place of such meetings.

Section 5. Notice. Notice of any special meeting of the board shall be provided to each director in writing not less than two (2) weeks before the time set for such a meeting, and must include the time, date, place, and purpose of such meeting. Any director may waive notice of any meeting before, at or after such meeting. The attendance of any director at a special meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by such director.

Section 6. The terms of office and the "Association year" shall commence at the adjournment of the annual business meeting or if there is no annual business meeting on July 1 following the election.

Section 7. There shall be an executive committee, to consist of the president, president-elect, and past president, with all the authority of the board to act between meetings of the board, except with respect to matters that are prohibited by the New York Not-for-Profit Corporation Law.

Section 8. Whenever in the judgment of the executive committee, a question arises that should be put to a vote of the entire membership of the board, and cannot await a regular or special meeting, the board of directors may vote by mail ballot, or other legally accepted means, provided that all members of the board of directors have consented to having such a vote conducted by such stated means, and that a two-thirds vote of all board members in favor of the issue presented must be received in order for the issue to be approved.

Section 9. Quorum. A majority of the voting directors in office shall constitute a quorum for the transaction of business at any meeting of the board.

Section 10. Manner of Acting. The act of a majority of the voting directors present at a duly called meeting of the board at which a quorum is present shall be the act of the board, except as otherwise provided by law, by the Association’s Articles of Incorporation, these bylaws, or the parliamentary authority. No proxy voting shall be permitted.

Section 11. Teleconferencing. Any director participating in a meeting of the board may participate by means of telephone conference call or by any means of communication by which all persons participating in the meeting are able to hear one another and otherwise fully participate in the meeting. Any director participating in a meeting of the board may participate by any other electronic means allowed by the Act at the time the meeting takes place. Such participation shall constitute presence in person at the meeting.

Section 12. Action by Unanimous Written Consent. Any action that may be taken at a meeting of the board may be taken without a meeting if all of the directors entitled to vote thereon consent thereto in writing.

Section 13. Minutes. Minutes of each meeting of the board shall be recorded by the secretary, or, in the absence of the secretary at such meeting, another person designated by the board.

Section 14. Removal or Resignation of Directors. Any director may be removed for cause from the board at any time by the affirmative vote of a majority of the voting directors then in office.

Section 15. Vacancies.

(a) In the event of disability or withdrawal of the president, the title and all duties and obligations shall be assumed by the president-elect for the remainder of the term. If this partial term is less than half of a term, the president-elect shall thereafter serve a full term as President.

(b) Should further succession beyond that of president-elect to the office of president become necessary, the title, duties, and obligations shall be assumed by the most recent past president. A vacancy in the board created by such succession shall be filled as a director for the remainder of the term.

(c) Any other vacancy occurring on the board may be filled for the remainder of the term by the vote of a majority of the directors then in office.

The following sections were added to Article V: Section 4, 5, 9, 10, 11, 12 13, 14 and 15.

Article IV: Officers

Section 1. The President shall be the chief executive officer of the Association and, subject to the Board, shall have general supervision and control over its affairs; shall serve as Chair of the Board and shall preside at all meetings of the Association and the Board; and shall recommend to the Board such measures as are considered desirable to further the objectives and broaden the effectiveness of the Association. At the Annual Business Meeting the President shall report for the Board on the general state of the Association and shall present for information or consideration any matters of policy or program that the President or the Board desire to bring to the attention of the members. The President shall be a member ex officio, without vote, of all Association committees except the Nominating Committee. In the event of disability or withdrawal of the President, the title and all duties and obligations shall be assumed by the President-Elect. Should further succession to the office become necessary, the title, duties, and obligations shall be assumed by the most recent Past President. A vacancy in the Board created by such succession shall be filled as a Director.

Section 2. The President-Elect shall perform such duties as the President may assign.

Section 3. The Chair of the Chapter Cabinet shall preside at all meetings of the Chapter Cabinet and shall direct and coordinate its activities; shall represent Chapter interests in relationships with the Board and shall inform Chapters of decisions and policies affecting their interests; and shall communicate to the Board and to the Chapter Cabinet such matters and suggestions as may increase the usefulness of the Chapter Cabinet.

Section 4. The Chair-Elect of the Chapter Cabinet shall perform such duties as the Chair may assign. In the event of disability, absence or withdrawal of the Chair, the Chair-Elect shall assume the title, duties, and obligations of the Chair. A vacancy in the Board created by such succession shall be filled as a Director.

Section 5. The Chair of the Division Cabinet shall preside at all meetings of the Division Cabinet and shall direct and coordinate its activities; shall represent Division interests in relationships with the Board and shall inform Divisions of decisions and policies affecting their interests; and shall communicate to the Board and to the Division Cabinet such matters and suggestions as may increase the usefulness of the Division Cabinet.

Section 6. The Chair-Elect of the Division Cabinet shall perform such duties as the Chair may assign. In the event of disability, absence or withdrawal of the Chair, the Chair-Elect shall assume the title, duties, and obligations of the Chair. A vacancy in the Board created by such succession shall be filled as a Director.

Section 7. The Treasurer shall perform the usual duties of the office and those assigned by the Board, and at the Annual Business Meeting, shall report to the members on the financial status of the Association.

Section 8. The Secretary shall perform the usual duties of the office and those assigned by the Board.

Section 9. The terms of office of President, President-Elect and Past President of the Association, Secretary, Chair and Chair-Elect of the Chapter Cabinet, Chair and Chair-Elect of the Division Cabinet shall be one year. The terms of office of Treasurer and Director shall be three years. All officers shall serve until their successors are elected and assume their duties. The term of office shall commence at the adjournment of the Annual Business Meeting or, if there is no Annual Business Meeting, on July 1 following the election.

Article VI: Officers

Section 1. The president shall be the chief executive officer of the Association and, subject to the board, shall have general supervision and control over its affairs; shall serve as chair of the board and shall preside at all meetings of the Association and the board; and shall recommend to the board such measures as are considered desirable to further the objectives and broaden the effectiveness of the Association. At the annual business meeting the president shall report for the board on the general state of the Association and shall present for information or consideration any matters of policy or program that the president or the board desire to bring to the attention of the members. The president shall be a member ex officio, without vote, of all Association committees except the nominating committee.

Section 2. The president-elect shall perform such duties as the president may assign.

Section 3. The chair of the chapter cabinet shall preside at all meetings of the chapter cabinet and shall direct and coordinate its activities; shall represent chapter interests in relationships with the board and shall inform chapters of decisions and policies affecting their interests; and shall communicate to the board and to the chapter cabinet such matters and suggestions as may increase the usefulness of the chapter cabinet.

Section 4. The chair-elect of the chapter cabinet shall perform such duties as the chair may assign. In the event of disability, absence or withdrawal of the chair, the chair-elect shall assume the title, duties, and obligations of the chair. A vacancy in the board created by such succession shall be filled as a director.

Section 5. The chair of the division cabinet shall preside at all meetings of the division cabinet and shall direct and coordinate its activities; shall represent division interests in relationships with the board and shall inform divisions of decisions and policies affecting their interests; and shall communicate to the board and to the division cabinet such matters and suggestions as may increase the usefulness of the division cabinet.

Section 6. The chair-elect of the division cabinet shall perform such duties as the chair may assign. In the event of disability, absence or withdrawal of the chair, the chair-elect shall assume the title, duties, and obligations of the chair. A vacancy in the board created by such succession shall be filled as a director.

Section 7. The treasurer shall perform the usual duties of the office and those assigned by the board, and at the annual business meeting, shall report to the members on the financial status of the Association.

Section 8. The secretary shall perform the usual duties of the office and those assigned by the board.

Section 9. The terms of office of president, president-elect and past president of the Association, secretary, chair and chair-elect of the chapter cabinet, chair and chair-elect of the division cabinet shall be one year or until a successor is elected and assumes office. The terms of office of treasurer and director shall be three years or until a successor is elected and assumes office. Terms for directors shall be staggered so as to elect two directors per year. The term of office shall commence at the adjournment of the annual business meeting or, if there is no annual business meeting, on July 1 following the election.

It became obvious to the board that the membership preferred the current officer structure. In discussions the board recognized the “checks and balances” this structure provided. Hence, no changes are being proposed for the article on Officers.

Article VI Section 2: Please see Article VI Section 9 in the proposed bylaws.

The revised wording for Article VI Section 9 is the proper parliamentary phrasing for this provision, so that the full extent of the term of office provision is in one place.

Article V: Chapter Cabinet

Section 1. There shall be a Chapter Cabinet whose major areas of interest and functions shall be assigned by the Board. The Cabinet may request and receive reports from its members, shall advise the Board on matters pertaining to its assigned interests and may initiate proposals for consideration by the Board. It shall consider matters referred to it by the Board, the President, or the administrator of the Association Office.

Section 2. The Chapter Cabinet shall consist of each Chapter President and President-Elect. If either is unable to attend a meeting of the Cabinet, the Chapter President shall designate an eligible member of the Chapter to represent the Chapter Cabinet member unable to attend.

Section 3. The Chapter Cabinet shall hold two regular meetings annually at the call of its Chair, one of which shall be held during the annual Association Conference. Special meetings may be held upon call of the Chair or upon written request of 15 members of the Chapter Cabinet. Joint sessions with the Division Cabinet may be requested by the Chapter Cabinet Chair or the Association President. Meetings of the Chapter Cabinet shall be open to all Association members.

Article VIII: Chapter Cabinet

Section 1. There shall be a chapter cabinet whose major areas of interest and functions shall be assigned by the board. The cabinet may request and receive reports from its members, shall advise the board on matters pertaining to its assigned interests and may initiate proposals for consideration by the board. It shall consider matters referred to it by the board, the president, or the administrator of the Association office.

Section 2. The chapter cabinet shall consist of each chapter president and president-elect. If either is unable to attend a meeting of the cabinet, the chapter president shall designate an eligible member of the chapter to represent the chapter cabinet member unable to attend.

Section 3. The chapter cabinet shall convene at least once a year.

The only change being proposed for the Chapter Cabinet is designed to simplify its requirements for face-to-face meetings. While no change is anticipated in current practice, the requirement for meeting twice a year has been changed to a requirement to meet at least once a year to allow for streamlining and use of technologies for communication as appropriate.

Article VI: Division Cabinet

Section 1. There shall be a Division Cabinet whose major areas of interest and functions shall be assigned by the Board. The Cabinet may request and receive reports from its members, shall advise the Board on matters pertaining to its assigned interests and may initiate proposals for consideration by the Board. It shall consider matters referred to it by the Board, the President, or the administrator of the Association Office.

Section 2. The Division Cabinet shall consist of each Division Chair and Chair-Elect. If either is unable to attend a meeting of the Cabinet, the Division Chair shall designate an eligible member of the Division to represent the Division Cabinet member unable to attend.

Section 3. The Division Cabinet shall hold two regular meetings annually at the call of its Chair, one of which shall be held during the annual Association Conference. Special meetings may be held upon call of the Chair or upon written request of 8 members of the Cabinet. Joint sessions with the Chapter Cabinet may be requested by the Division Cabinet Chair or the Association President. Meetings of the Division Cabinet shall be open to all Association members.

Article IX: Division Cabinet

Section 1. There shall be a division cabinet whose major areas of interest and functions shall be assigned by the board. The cabinet may request and receive reports from its members, shall advise the board on matters pertaining to its assigned interests and may initiate proposals for consideration by the board. It shall consider matters referred to it by the board, the president, or the administrator of the Association office.

Section 2. The division cabinet shall consist of each division chair and chair-elect. If either is unable to attend a meeting of the cabinet, the division chair shall designate an eligible member of the division to represent the division cabinet member unable to attend.

Section 3. The division cabinet shall convene at least once a year.

The only change being proposed for the Division Cabinet is designed to simplify its requirements for face-to-face meetings. While no change is anticipated in current practice, the requirement for meeting twice a year has been changed to a requirement to meet at least once a year to allow for streamlining and use of technologies for communication as appropriate.

Article VII: Association Meetings

Section 1. An annual meeting of the members (herein referred to as the "Annual Business Meeting") shall be held at such time and place as the Board determines.