Article I: Name
The name of this corporation (the “Association”) is:
Special Libraries
Association, Inc.
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 (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Section 4. No part of the net earnings 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 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 (the “Board”).
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) but not more than fifty (50) 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 also 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 also 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.
Waiver of Notice. Any member may
waive notice of any membership meeting by submitting a signed waiver of notice,
before, at or after such meeting. The
attendance of any member at a meeting without protesting prior to the
conclusion of the meeting the lack of notice of such meeting shall constitute a
waiver of notice of such meeting by such member.
Section 8. Quorum. A quorum for the transaction of business shall be 100 voting members.
Section 9. 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.
Section 10. 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.
Section 11. Minutes. Full minutes of each meeting of the voting membership shall be recorded by the Secretary, containing results of the deliberations of the voting membership.
Article V: 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. 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.
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. 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 7. 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:
(a)
The submission to Association members of any action requiring
Association members' approval under the New York Not-for-Profit Corporation Law;
(b)
The filling of vacancies in the Board or in any Committee;
(c)
The fixing of compensation of the Directors for serving on the
Board or on any Committee;
(d)
The amendment or repeal of the Bylaws or the adoption of new
Bylaws;
(e)
The amendment or repeal of any resolution of the Board unless so
authorized by the Board.
Section 8. Whenever in the judgment 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, 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.
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. Full minutes of each meeting of the Board containing results of the deliberations 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. The minutes shall be submitted to the Board for approval at the subsequent meeting of 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, whenever in their judgment the best interests of the Association would be served thereby.
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 then serve the full term as President to which he or she is
entitled.
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.
Section 16. Committees. The Board may create and appoint committees comprised solely of one (1) or more Directors to assist in the conduct of the Association’s affairs. The Board shall have the power to appoint members, fill vacancies, and change or discharge members of any such committee. Any such committee, to the extent provided by the Board, shall have and may exercise all of the powers and authority of the Board in the management of the business and affairs of the Association; provided, however, that no such committee shall have such power or authority with respect to the following matters: (i) the submission to the membership of any action requiring membership approval; (ii) the filling of vacancies on the Board or any committee; (iii) the fixing of compensation of the Directors for serving on the Board or any committee; (iv) the amendment or repeal of these Bylaws or the adoption of new Bylaws; or (v) the amendment or repeal of any resolution of the Board which, by its terms, shall not be so amendable or repealable. The Board may create and appoint other committees, not necessarily including a Director, if any, to assist and/or advise the Board in the governance of the Association; provided, however, that such committees shall not have and may not exercise any of the powers and authority of the Board.
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. 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 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.
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.
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 contained in the Chapter Guidelines.
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.
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 contained in the Division Guidelines.
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 1: Caucuses and other units 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.
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 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
4. The Board may
create and dissolve additional units, subject to such requirements as the board
may determine, with input from the membership.
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, none 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. A plurality shall elect. 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 by the President to count mail ballots and votes
at the Annual Business Meeting, and to report the election results.
Section 1. Fiscal Year. The fiscal year of the Association shall be determined by the Board from time to time.
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, setting forth in appropriate detail the following:
(1) The assets and liabilities, including the trust funds, of the Association as of the end of a twelve-month fiscal period terminating not more than six months prior to said meeting;
(2) The principal changes in assets and liabilities, including trust funds, during said fiscal period;
(3) The revenue or receipts of the Association, both unrestricted and restricted to particular purposes during said fiscal period;
(4) The expenses or disbursements of the Association, for both general and restricted purposes, during said fiscal period; and
(5) The number of members of the Association as of the date of the report, together with a statement of increase or decrease in such number during said fiscal period, and a statement of the place where the names and places of residence of the current members may be found.
Such annual report of the Board shall be filed with the records of the Association and either a copy or an abstract thereof entered in the minutes of the proceedings of the annual meeting of members.
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.
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.
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.
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 XVIII: 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.
Section 3. These Bylaws may be amended by the affirmative vote of two thirds of the members of the Association, present and voting, at any duly constituted meeting of such members.