May
2002
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Current Bylaws |
Proposed
Bylaws |
Rationale |
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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. |
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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. |
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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. |
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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. Section 10. The board shall elect a nominating
committee prior to October 1 each year, comprised of five members, none of
whom shall be a member of the board.
The committee shall elect its own chair. It shall be the duty of the
committee to establish the time lines and procedures for the election prior
to the call for nominations. Such
time lines and procedures shall be subject to the approval of the board. Section 11.
Election shall be by secret ballot sent to each voting member so that
elections are completed at least 90 days prior to the annual business
meeting. A plurality shall elect. In
event of a tie, election shall be by majority vote at the annual business
meeting. |
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. |
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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 VII: 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. |
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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 VIII: 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. |
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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. Section 2.
Special Business Meetings may be called by the Board. Notice of a Special
Business Meeting shall specify the business to be transacted, and no business
other than that stated in the notice shall be considered. Section 3.
Notices of meetings in writing or printed in the official journal shall be
sent to each voting member at least 30 days before all Association meetings. Section 4. A
quorum for the transaction of business shall be 100 members entitled to vote. Section 5.
When not in conflict with these Bylaws, Robert's Rules of Order Revised
(latest edition) shall govern all deliberations. Section 6. Whenever, in the judgment of the Board, a question arises that
should be put to a vote of the entire membership and cannot await the Annual
Business Meeting, the Board may submit the question for vote by mail unless
otherwise required in these Bylaws. The closing date for the return of mail
votes shall be established by the Board. The question presented shall be
resolved by a two-thirds vote of the returned mail ballots sent to the entire
membership, provided that at least 30 percent shall have voted. |
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There
are no major changes in the content of this section. However, proposed bylaws
covers these sections in Article IV and Article XVII Parliamentary Authority. Article
VII Section 1 Annual Meeting is covered in proposed bylaws Article IV Section
5. Article
VII Section 2 Special Business Meetings is covered in proposed bylaws Article
IV Section 6. Article
VII Section 3 Notice is covered in proposed bylaws Article IV Section 7.
Notice is still at least 30 days. New language will allow us to use
electronic means when allowed by the State of New York. Article
VII Section 4 Quorum is identical to proposed bylaws Article IV Section 8. Article
VII Section 5 Robert’s Rules of Order is covered in proposed bylaws Article
XVII Parliamentary Authority. Article
VII Section 6 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. |
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Article VIII:
Chapters Section 1. Chapters relating to geographic areas
actively represented among the members may be established by the Board
according to the policies and procedures contained in the Chapter Guidelines.
Section 2.
Membership eligibility in Chapters shall be in accordance with Article II. An
eligible member may affiliate with more than one Chapter upon payment of an
additional fee for each additional Chapter. Section 3.
Bylaws for its own government shall be adopted by each Chapter. Chapter
Bylaws shall not be in conflict with those of the Association, in particular
Article I, Sections 3, 4, and 5, and shall be submitted to the Association
Committee concerned with Bylaws for approval. Section 4.
Subunits within a Chapter may be established by the Chapter. A Chapter shall
provide needed operating funds for its subunits, if any. A subunit shall
submit an annual report to the Chapter including an annual financial
statement. Upon dissolution of a subunit, its assets shall revert to the
Chapter. Section 5.
Each Chapter shall submit an annual report on its activities and a financial
statement to the Chair and Chair-Elect of the Chapter Cabinet. Section 6.
Funds for the operating expenses of a Chapter shall be provided by allotment
of a share of the annual Association dues paid by its members. Each year,
eligibility to receive an allotment shall be determined by the Board on the
basis of the Chapter's financial statement for the previous year. Requests
for additional funds or loans may be submitted to the Board and may be
granted by the Board at its discretion. All funds received by a Chapter shall
be used exclusively for purposes incident to fulfillment of the Association's
objectives. Section 7.
Dissolution of a Chapter, when its usefulness has ceased, may be authorized
by the Board. All assets of the Chapter and its subunits, if any, shall
revert to the Association. Section 8.
The Board may authorize Provisional Chapters subject to such requirements as the Board may determine. |
Article IX: Chapters Section 1.
Chapters relating to geographic areas actively represented among
the members may be established by the board according to the policies and
procedures adopted by the board. Section 2.
Membership eligibility in chapters shall be in accordance with Article IV. An
eligible member may affiliate with more than one chapter upon payment of an
additional fee for each additional chapter. Section 3.
Funds for the operating expenses of a chapter shall be provided by allotment
of a share of the annual Association dues paid by its members. Each year,
eligibility to receive an allotment shall be determined by the board on the
basis of the chapter's financial statement for the previous year. Requests
for additional funds or loans may be submitted to the board and may be
granted by the board at its discretion. All funds received by a chapter shall
be used exclusively for purposes incident to fulfillment of the Association's
objectives. Section 4. The board may authorize provisional chapters subject to such
requirements as the board may determine. Section 5. Chapters shall adopt
governing documents that shall not be in conflict with the Association
bylaws. All proposed changes to
governing documents shall be reviewed by the Association bylaws committee
prior to being submitted for a vote of the chapter membership. |
The
section on Chapters has been simplified. Policy
sections that are in Chapter Guidelines, such as requirement for annual
report and financial statement, have been removed from bylaws. (Current
Bylaws Article VIII section 5). The
statement for separate bylaws for each chapter has been removed to enable
chapters to streamline their organizations. (Current Bylaws Article VIII
section 3). However, each chapter
should have governing documents that outline structural issues that are
approved by the chapter’s membership. To
facilitate streamlining, a board policy covering the subunits within a
chapter (current Bylaws Article VIII section 4.) 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
bylaws are approved by the membership. Simplifying
the requirement of face-to-face meetings could possibly result in the
increase in the pool of possible volunteers for both chapter and division
leaders by potentially removing requirements that these leaders must travel
to meetings twice a year. |
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Article IX:
Divisions Section 1. Divisions relating to areas of interest
actively represented among the members may be established by the Board
according to the policies and procedures contained in the Division
Guidelines. Section 2.
Membership eligibility in Divisions shall be in accordance with Article II.
An eligible member may affiliate with more than one Division upon payment of
an additional fee for each additional Division. Section 3.
Bylaws for its own government shall be adopted by each Division. Division
Bylaws shall not be in conflict with those of the Association, in particular
Article I, Sections 3, 4, and 5, and shall be submitted to the Association
Committee concerned with Bylaws for approval. Section 4.
Subunits relating to definite areas of interest within a Division may be
established by the Division. A Division shall provide needed operating funds
for its subunits, if any. A subunit shall submit an annual report to the
Division including an annual financial statement. Upon dissolution of a
subunit, its assets shall revert to the Division. Section 5.
Each Division shall submit an annual report on its activities and a financial
statement to the Chair and Chair-Elect of the Division Cabinet. Section 6.
Funds for the operating expenses of a Division shall be provided by allotment
of a share of the annual Association dues paid by its members. Each year,
eligibility to receive an allotment shall be determined by the Board on the
basis of the Division's financial statement for the previous year. Requests
for additional funds or loans may be submitted to the Board and may be
granted by the Board at its discretion. All funds received by a Division
shall be used exclusively for purposes incident to fulfillment of the
Association's objectives. Section 7.
Dissolution of a Division, when its usefulness has ceased, may be authorized
by the Board. All assets of the Division and its subunits, if any, shall
revert to the Association. Section 8. The Board may authorize Provisional Divisions subject to such
requirements as the Board may determine. |
Article X: Divisions Section 1.
Divisions relating to areas of interest actively represented
among the members may be established by the board according to the policies
and procedures adopted by the board. Section 2.
Membership eligibility in divisions shall be in accordance with Article IV.
An eligible member may affiliate with more than one division upon payment of
an additional fee for each additional division. Section 3.
Funds for the operating expenses of a division shall be provided by allotment
of a share of the annual Association dues paid by its members. Each year,
eligibility to receive an allotment shall be determined by the board on the
basis of the division's financial statement for the previous year. Requests
for additional funds or loans may be submitted to the board and may be
granted by the board at its discretion. All funds received by a division
shall be used exclusively for purposes incident to fulfillment of the
Association's objectives. Section 4. The board may authorize provisional divisions subject to such
requirements as the board may determine. Section 5. Divisions shall adopt
governing documents that shall not be in conflict with the Association
bylaws. All proposed changes to
governing documents shall be reviewed by the Association bylaws committee
prior to being submitted for a vote of the division membership. |
The
section on Divisions has been simplified. Policy
sections that are in Division Guidelines, such as requirement for annual
report and financial statement, have been removed from bylaws. (Current
Bylaws Article IX section 5).
However, each division should have governing documents that outline
structural issues that are approved by the division’s membership. The
statement for separate bylaws for each division has been removed to enable
division to streamline their organizations. (Current Bylaws Article IX
section 3). To
facilitate streamlining, a board policy covering the subunits within a
division (current Bylaws Article IX section 4.) will be written and presented to the membership in May for
consideration by the Board at its June meetings and if passed by the Board in
June would go into effect if the bylaws are approved by the membership. Simplifying
the requirement of face-to-face meetings could possibly result in the
increase in the pool of possible volunteers for both chapter and division
leaders by potentially removing requirements that these leaders must travel
to meetings twice a year. |
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Article X: Committees Section 1. Standing Committees and Special Committees of the
Association and Special Committees of the Board shall be established by the
Board. These Committees shall be responsible to the Board, which will
delegate such powers and functions to them as the Board finds desirable for
the conduct of its business and for carrying out the objectives of the
Association. Section 2. The President shall appoint the members and designate
the chair of all Committees except the Nominating Committee. Appointments to
Standing Committees shall be made to provide continuity of membership. No
member may serve on any one Committee in excess of six consecutive years. Section 3. Each Committee shall submit to the Board a written
annual report of its activities which shall contain any recommendations
considered necessary or advisable. Additional reports may be submitted at the
option of a Committee or as requested by the Board or the President. Section 4. Funds for Committee expenses shall be authorized by
the Board through an annual allotment or upon submission of an estimated
budget. Section 5. Standing Committees and
Special Committees may establish subcommittees to assist in their work.
Subcommittees may include nonmembers of the Association. |
Article XII: Committees Section 1.
Standing committees and special committees of the Association and special
committees of the board shall be established by the board. These committees
shall be responsible to the board, which will delegate such powers and
functions to them as the board finds desirable for the conduct of its
business and for carrying out the objectives of the Association. Section 2.
The president shall appoint the members and designate the chair of all
committees except the nominating committee. Appointments to standing
committees shall be made to provide continuity of membership. No member may
serve on any one committee more than six consecutive years. Section 3.
Each committee shall submit to the board a written annual report of its
activities that shall contain any recommendations considered necessary or
advisable. Additional reports may be submitted at the option of a committee
or as requested by the board or the President. Section 4.
Funds for committee expenses shall be authorized by the board through an
annual allotment or upon submission of an estimated budget. Section 5. Standing committees and special committees may establish
subcommittees to assist in their work. Subcommittees may include nonmembers
of the Association. |
Article
XII. No changes proposed. |
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Article XI: Caucuses Section 1:
Caucuses relating to areas of interest which do not fall within the scope of
any one Division and do not conflict with any other established subunit of
the Association may be authorized by the Board upon written petition of 15
individual members of the Association. The initial period of authorization of
a Caucus and subsequent reauthorizations if any, shall be for such periods as
the Board may determine. Section 2:
Individual members may join a Caucus or Caucuses upon payment of an annual
fee for each Caucus. Section 3: A
Caucus is not required to adopt bylaws for its own government. Should a
Caucus adopt such bylaws, the bylaws shall not be in conflict with those of
the Association, in particular Article I, Sections 3, 4, and 5, and shall be
submitted to the Association Committee concerned with Bylaws for approval. Section 4:
Each Caucus shall choose from among its members a convener whose term of
office shall be until a successor is chosen or the Caucus is dissolved. Section 5:
The convener of each Caucus shall submit an annual report on its activities
to the most recent Past President of the Association. Section 6: A Caucus
shall receive an annual budget allotment based on a share of the annual
Caucus fee paid by its members. All funds for a Caucus shall be disbursed or
reimbursed by the Association Office on written authorization from the
convener of a Caucus, who shall be responsible for keeping track of the total
authorized expenditures. Unspent funds will revert to the Association at the
end of each fiscal year. Requests for additional funds may be submitted to
the Board and may be granted by the Board at its discretion. Section 7: Dissolution of a Caucus shall
occur at the end of its term of authorization or subject to such conditions as
the Board may determine. All assets, if any, of the Caucus shall revert to
the Association. |
Article
XI: Caucuses and Other Units
Section 1:
Caucuses and other units relating to areas of interest that do not fall
within the scope of any one division and do not conflict with any other
established unit of the Association may be authorized by the board. Section 2: Membership eligibility in caucuses shall be in
accordance with Article IV. An eligible member may affiliate with one or more
caucuses upon payment of an additional fee for each caucus. Section 3: A
caucus shall receive an annual budget allotment based on a share of the
annual caucus fee paid by its members. All funds for a caucus shall be
disbursed or reimbursed by the Association office on written authorization
from the convener of the caucus, who shall be responsible for keeping track
of the total authorized expenditures. Unspent funds will revert to the
Association at the end of each fiscal year. Requests for additional funds may
be submitted to the board and may be granted by the board at its discretion. Section 4. The board may create and dissolve additional units, subject to
such requirements as the board may determine, with input from the membership. |
To
facilitate streamlining, a board policy covering procedures for caucuses
(current Bylaws Article XI section 4.) will be written and presented to the membership in May for consideration by
the Board at its June meetings and if passed by the Board in June would go into effect
if the bylaws are approved by the membership. |
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Article XII: Nominations and Elections Section 1. A
Nominating Committee for each election of Members to the Board shall be
elected by the Board at least one year before the closing date established
for the Committee's report. This Committee shall be composed of five Members,
no one of whom shall be a member of the Board. The senior two of the six
Directors shall present to the Board the names of five candidates for
election to the Nominating Committee, and shall designate one of the five
candidates to be Chair-Elect and to serve as Chair in the following year. Section 2.
Nominations for membership on the Board shall be presented as follows: The
Nominating Committee shall present each year two candidates each for President-Elect
of the Association, Chair-Elect of the Chapter Cabinet, and for Chair-Elect
of the Division Cabinet, and four candidates for two Directors, and every
three years two candidates for Treasurer. The names of nominees and their
written acceptances shall be presented to the Board not later than October 15
and their names shall be printed in the official journal at least five months
prior to the Annual Business Meeting. Further nominations, accompanied by
written acceptance of the nominee, may be entered by petition of 25 voting
members and shall be filed with the administrator of the Association Office
at least four months prior to the Annual Business Meeting. Section 3.
Election shall be by secret ballot mailed to each voting member at least six
weeks prior to the Annual Business Meeting. The candidate who receives the
largest number of votes for an office shall be elected, except that of the
four candidates for Director the two receiving the largest number of votes
shall be elected. In event of a tie, election shall be by a majority vote at
the Annual Business Meeting. Section 4. A Tellers Committee shall be appointed annually by the
President to count mail ballots and votes at the Annual Business Meeting, and
to report the election results. |
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No
substantive changes are being proposed for the article on Nominations and
Elections. The sections related to
nominations and elections have been moved to Article VI, Sections 10 and 11. |
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Article XIII:
Publications Section 1. The Association shall publish an official
journal and such other publications as the Board may authorize. Control of
all Association publications shall be vested in the Board. Section 2. The Association shall not be responsible for statements or
opinions advanced in its publications or in papers or discussions at meetings
of the Association or at meetings of Chapters and Divisions and their
subunits, or for statements by any of its members, officers, or staff, except
those authorized by the Board or those reflecting duly established policies
of the Association. |
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Article
XIII is not needed in a bylaws document, and it has been removed for
simplification purposes. |
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Article XIV: Dues and Fees Section 1.
Dues shall be payable annually in advance. An Honorary Member and a Retired
Member Forty-five Year Honoree shall be exempt from payment of dues. Section 2.
Dues for Association membership and fees for additional Chapter and Division
affiliations shall be 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. Section 3.
Membership shall cease when dues are forty-five days in arrears.
Reinstatement is possible only within the following nine months and upon
payment of dues for the entire twelve-month period. If reinstatement is not
accomplished within the above nine-month period, reapplication for membership
is required. |
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Article
IV Section 3 and 4 of the proposed bylaws cover Article XIV. |
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Article XIII Finances
Section 1. Fiscal
Year. The fiscal year of the
Association shall be determined by the board of directors. Section 2.
Contracts. The board may authorize any officer or
agent of the Association, in addition to the officers so authorized by these
bylaws, to enter into any contract or execute or deliver any instrument in
the name of and on behalf of the Association. Such authority may be general or confined to specific
instances. Section 3.
Checks and Drafts. All checks, drafts or other
orders for the payment of money, notes or other evidence of indebtedness
issued in the name of the Association shall be signed by such officer or
officers or such agent or agents of the Association and in such manner as
shall be determined by the board. In
the absence of such determination by the board, such instruments shall be
signed by the president or by the treasurer of the Association. Section 4.
Deposits. All funds of the Association shall be
deposited to the credit of the Association in such banks, trust companies, or
other depositories as the board may select. Section 5.
Annual Report. The board shall present at
the annual meeting of members a written report, verified by the president and
treasurer or by a majority of the directors, or certified by an independent
public or certified public accountant or a firm of such accountants selected
by the board, as required by law. |
Article
XIII contains standard language and is a legal requirement. Article XIII Section 3. Note: “Agents of the
Association” can refer to contractors used by the Association. This section
is added to provide flexibility in paying bills. |
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Article XV:
Association Office Section 1. The location of the Association Office shall be
determined by the Board. Section 2. The administration and management of the Association
Office shall be the responsibility of a salaried staff administrator who
shall direct the functions and activities of the office and shall perform
such other duties as the President or the Board may assign. The administrator
shall be appointed by the Board and shall have such title as the Board
determines. |
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Article
III Offices of the proposed Bylaws refers to requirement for registration in
state of New York, not the location of the Association Office. To
facilitate streamlining, a board policy covering current Bylaws Article XV
Association Office will be written and
presented to the membership in May for consideration by the Board at its June
meetings and if passed
by the Board in June would go into effect if the bylaws are approved by the
membership. |
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Article XVI: Association Affiliation and
Representation Section 1.
The Association may have as an affiliate or become an affiliate of an
organization whose objectives are consistent with those of the Association
and whose activities are not in conflict with Article I: Sections 3, 4, and
5, of these Bylaws. If continued affiliation becomes undesirable, it may be
cancelled. Affiliation or disaffiliation shall be authorized by the Board. Section 2. A
Chapter may affiliate or disaffiliate with a local common interest
organization in accordance with the provisions of its own Bylaws, and a
Division may affiliate or disaffiliate with a common interest organization in
accordance with the provisions of its own Bylaws, provided that in either
event: (1)
The objectives of such organization are
consistent with those of the Association, and (2)
The activities of such organization are
not in conflict with Article I: Sections 3, 4, and 5 of these Bylaws; any
other affiliation including that with a national or international
organization, must be approved by the Board. Notices of affiliations and
disaffiliations are to be reported to the administrator of the Association
Office. Section 3.
Association Representatives to other organizations and to Joint Boards and
Joint Committees shall be authorized by the Board and appointed by the
President. The Representatives shall be responsible to the Board which will
delegate such powers and functions to them as the Board finds desirable for
the conduct of its business and carrying out the objectives of the
Association. All Association Representatives shall submit to the Board a
written annual report of its activities and of the organizations to which
they are Association Representatives, which shall include recommendations
considered necessary or advisable. Additional reports may be submitted at the
option of a Representative or as requested by the Board or President. Section 4. The President may appoint
Representatives of the Association to meetings of other organizations or to
special events in response to invitations. |
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To
facilitate streamlining, a board policy covering current Bylaws Article XVI
Association Affiliation and Representation will be written and presented to the membership in May for
consideration by the Board at its June meetings and if passed by the Board in
June would go into effect if the bylaws are approved by the membership. |
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Article XIV:
Books and Records The Association shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of the
board, committees having any of the authority of the board, and the
membership. |
This
article is a legal requirement. |
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Article XV: Limitation of Liability and Indemnification Section 1. Limitation of Liability.
The personal liability of the officers, directors, committee members,
and employees of the Association is hereby eliminated to the fullest extent
permitted by the Act and the IRC. Section 2.
Indemnification. The Association shall, to
the fullest extent permitted by the Act and the IRC, indemnify and hold
harmless each officer, director, committee member, and employee of the
Association from and against any and all liabilities, costs and expenses
(including attorneys’ fees and expenses) reasonably incurred by him or her or
on his or her behalf in connection with any legal action or proceeding to
which he or she may be a party by reason of his or her being or having been
an officer, director, committee member, or employee of the Association, or by
reason of any action alleged to have been taken or omitted by him or her in
such capacity. The indemnification
provided for herein shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any, agreement, vote of disinterested
directors, or otherwise, both as to action in his or her official capacity
and as to action in any other capacity while holding such office. Such indemnification shall continue as to
a person who has ceased to be an officer, director, committee member, or
employee of the Association, and shall inure to the benefit of the heirs,
executors, administrators, beneficiaries, and other successors in interest or
obligation of such person. The
Association shall be authorized but not required to purchase insurance for
the purpose of the indemnification provided for herein; provided, however,
that such indemnification shall not be limited by the scope or extent of such
insurance. |
This
article is a legal requirement. |
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Article XVI: Duration and Dissolution The duration of the Association shall be
perpetual, except that it may be dissolved in the manner provided by the
Act. Upon the dissolution of the
Association, and after paying or making provision for the payment of all of
the liabilities of the Association, all assets of the Association shall be
distributed for one (1) or more of the Association’s exempt purposes within
the meaning of IRC Section 501(c)(3), or shall be distributed to the federal
government, or to a state or local government, for a public purpose, in such
manner as the board shall determine. |
This
article is a legal requirement. |
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Article
XVII: Parliamentary Authority The rules contained in
the tenth edition of Robert’s Rules of Order Newly Revised shall
govern the Association in all cases to which they are applicable and in which
they are not inconsistent with these bylaws and any special rules of order
the Association may adopt. |
Article
XVII of the proposed Bylaws replaces current Bylaws Article VII. |
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Article XVII:
Amendments Section 1. Amendments may be proposed by the Board,
the Association Committee concerned with Bylaws, or 25 voting members of the
Association. Proposals originating in the Board or in the Association
Committee concerned with Bylaws shall be approved by a two-thirds vote of the
Board before submission to the members. Proposals originating by petition
shall be submitted in writing to the Board and shall be presented to the
members with the recommendations of the Board. Section 2.
Notice containing the text of any proposal shall be sent to each voting
member at least 30 days before the Annual Business Meeting at which it is to
be discussed. If approved by a majority vote at the annual business meeting,
the proposal shall be submitted to the entire voting membership for final
decision by mail ballot. Section 3. These Bylaws may be amended by a two-thirds vote of the
returned mail ballots sent to the entire voting membership. |
Article XVIII: Amendments Section 1.
Amendments may be proposed by the board, the bylaws committee,
or any 25 voting members of the Association.
Proposals shall be submitted to the bylaws committee and reviewed by
the board. All proposals submitted
shall be presented to the membership, and may contain board and bylaws
committee recommendations. Section 2.
Amendments can only be considered at the annual business meeting. Notice containing the text of any proposed
amendment shall be sent to each voting member at least 30 days before the
meeting at which it is to be discussed. Section 3. These bylaws may be amended by the affirmative vote of two thirds of the
members of the Association present and voting. |
Article
XVIII of the proposed Bylaws replaces Article XVII of the current Bylaws. The
major difference is the elimination of the requirement for the mail ballot. A
mail vote is expensive, and it is very difficult to achieve a two-thirds mail
vote. This requirement has been a stumbling block to SLA’s simplification
efforts. |