SLA Proposed Bylaws

Current Bylaws

Proposed Bylaws

Rationale

Article I: Name and Objectives

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

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

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

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

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

Article I: Name

The name of this 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 1: 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: 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 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”).

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

Article II: Membership

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Article IV: Membership

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

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

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

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

Section 5. Annual and Regular Meetings.

There shall be an annual meeting of the membership to be held at a time and place designated by the board of directors. There may be other regular meetings of the membership as the board may decide. Notice of such meetings shall be given to all members at least thirty (30) 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.

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

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

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

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

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

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

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

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

Article XVII Parliamentary Authority.

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

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

Article III: Board of Directors

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

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

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

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

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

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

(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;

(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 7. 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, telephone, or electronic means on matters which are listed in Bylaws Article III, Section 6 (a) to (e), provided that all members of the Board of Directors have consented to having such a vote conducted by such stated means, and that a two-thirds vote of all Board members in favor of the issue presented must be received in order for the issue to be approved.

Article V: Board of Directors

Section 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;

(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.

The majority of Article III has been retained in the proposed bylaws. The only changes are to simplify the requirements for the Board meeting and transacting business by teleconference.

Section 3 of the current Bylaws is replaced by proposed Bylaws Article V Section 15.

Proposed Bylaws Article III Section 16 on Committees replaces current Bylaws Article X.

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

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.

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 by laws

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

Article V: Chapter Cabinet

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

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

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

Article VII: Chapter Cabinet

Section 3. The Chapter Cabinet shall convene at least once a year.

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

Article VI: Division Cabinet

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

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

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

Article VIII: Division Cabinet

Section 3. The Division Cabinet shall convene at least once a year.

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

Article VII: Association Meetings

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

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.

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.

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 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.

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).

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.

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 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.

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).

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.

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 V, Section 16 of the proposed Bylaws, replaces Article X Committees of the current Bylaws.

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 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.

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.

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.

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 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.

No changes are being proposed for the article on Nominations and Elections.

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.

Article XIII is not needed in a bylaws document, and it has been removed for simplification purposes.

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.

Article IV Section 3 and 4 of the proposed Bylaws cover Article XIV.

Article XIII Finances

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 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.

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.

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.

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.

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.

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.

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 XVII of the proposed Bylaws replaces current Bylaws Article VII.

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 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.

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.