Bylaws 2015 – Notice to Members

Background Information

Current SLA Bylaws

Notice to Members of the
Special Libraries Association, Inc.

 

The Special Libraries Association, Inc. (“SLA”) Board of Directors voted in favor of putting to the membership a vote regarding several proposed changes to the SLA Bylaws and one change to the SLA Certificate of Incorporation. Each proposed change is described in detail below.  Proposed changes are in bold and underlined.

Pursuant to the relevant provisions of SLA’s Bylaws, the proposed amendments to the Bylaws must be authorized either by the affirmative vote of two-thirds (2/3rds) of the members of the Association present and voting at the annual business meeting, Article XIX: Amendments, or via Action by Written Ballot, Article IV, Section 9, which requires approval in writing by two-thirds of the members voting on such action, provided that the number of votes approving such action is equal to at least a quorum.

In accordance with the relevant provisions of New York Not-for-Profit Corporation Law and SLA’s Bylaws, the proposed amendment to SLA’s Certificate of Incorporation must be authorized by a majority of the votes cast at a meeting of members by the members entitled to vote on the amendment, or via Action by Written Ballot, Article IV, Section 9, which requires approval in writing by a majority of the members voting on such action, provided that the number of votes approving such action is equal to at least a quorum.

SLA’s Board of Directors has approved a recommendation from the Bylaws Committee to proceed with bringing the following changes to the entire membership for e-vote. These changes to the Bylaws and Certificate of Incorporation will amend certain provisions in response to recent changes in the New York Not-for-Profit Corporation Law (the “Act”) and to otherwise ensure compliance with the Act.

RECOMMENDED BEST PRACTICES AND COMPLIANCE ISSUES

a.   Address the voting requirement for elections by written ballot

The current SLA Certificate of Incorporation and Bylaws allow the members to take action without a meeting if such action is approved in writing by a majority of the voting power of the members voting on such action.  The Board proposes to lower the approval threshold to a plurality for elections by written ballot, to conform to the Act’s approval threshold for elections if votes are cast at a meeting.  The text of the amendment, if approved, would not affect the majority approval threshold for all actions other than elections by written ballot or the greater 2/3 approval threshold required to amend the Bylaws or take certain major actions specified in the Act, such as merger or dissolution.

New Bylaws with changes in bold and underlined.

Article IV, Section 9. Action by Written Ballot. Pursuant to the Association’s Certificate 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 (a) for the election of directors, the action is approved in writing by voting members holding a plurality of the voting power of the members voting on such action, or (b) for any other action, the action is approved in writing by voting members holding a majority of the voting power of the members voting on such action, presuming that the number of votes approving such action is equal to at least a quorum; provided, however, if the Act or these bylaws specifically require approval by a higher proportion to take a certain action, then such proportion shall be required to take such action by written consent. The action must be evidenced by one (1) or more written consents describing the action taken, signed by those members representing at least a plurality or majority, as applicable, of the voting power of the members responding to the Association’s written request to vote on such action, 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.

Pursuant to the relevant provisions of the Act, in the event the proposed changes to Article IV, Section 9 of the Bylaws are approved by the membership, the following text must be added to SLA’s Certificate of Incorporation in order to make such provision legally effective:

“EIGHTH: Pursuant to Section 614 of the Not-for-Profit Corporation Law of the State of New York, any action required to be taken at a meeting of the voting members of the Special Libraries Association, Inc., or any action which may be taken at a meeting of the voting members of the Special Libraries Association, Inc., may be taken without a meeting if (a) for the election of directors, the action is approved in writing by the voting members holding a plurality of the voting power of the members voting on such action, or (b) for any other action, the action is approved in writing by voting members holding a majority of the voting power of the members voting on such action, presuming that the number of votes approving such action is equal to at least a quorum; provided, however, if the Not-for-Profit Corporation Law of the State of New York or the bylaws of the Special Libraries Association, Inc. specifically require approval by a higher proportion to take a certain action, then such proportion shall be required to take such action by written consent.”

This amendment of the Certificate of Incorporation would be effectuated by the filing of a Certificate of Amendment of the Certificate of Incorporation of Special Libraries Association, Inc., substantially in the form attached hereto, subject to such changes as may be requested or required by the Department of State or otherwise recommended in order to file such amendment.

b.   Clarify the provision for amendment of Bylaws

Since the current SLA Certificate of Incorporation and Bylaws allow any action that may be taken at a meeting of members to be taken without a meeting if such action is approved in writing by a majority of the voting power of the members voting on such action, the following changes to Article XX, Section 2 are recommended.

New Bylaws with additions in bold and underlined and deletions in italics and brackets. 

Article XX: Amendments, Section 2. [Amendments can only be considered at the annual business meeting.] Notice containing the text of any proposed amendment shall be sent to each voting member at least 30 days before the [meeting at which it is to be discussed] conclusion of voting on such proposed amendment.

c.  Remove a non-complying provision relating to director action by ballot

Approval of board action without a meeting by two-thirds vote as provided in Article V, Section 7 is not authorized by the Act, which requires unanimous approval of board actions taken by written consent without a meeting.  Since the requirement for unanimous consent is separately addressed in Article V, Section 10, Article V, Section 7 should be deleted.

New Bylaws with deletions in italics and brackets.  Note that numbering will be changed on subsequent sections with the deletion of this section.

Article V, [Section 7. Whenever in the judgment of the executive committee, a question arises that should be put to a vote of the entire membership of the board, and cannot await a regular or special meeting, the board of directors may vote by mail ballot, or other legally accepted means, provided that all members of the board of directors have consented to having such a vote conducted by such stated means, and that a two-thirds vote of all board members in favor of the issue presented must be received in order for the issue to be approved.]

d.   Allow member proxies, notices of special meetings of the board and unanimous written consent of directors in any manner or format allowed by law

Recent changes to the Act allow certain actions to be taken through electronic mail.  The proposed Bylaws changes will allow the Association to utilize electronic mail and other new technologies that may be authorized in the future for member proxies, notices of special meetings of the board, waivers of meeting notices and unanimous written consents of directors.

New Bylaws with changes in bold and underlined. 

Article IV, Section 8. Manner of Acting. The act of a majority of the voting members present and voting 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 Certificate 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. Voting by proxy shall be allowed as determined by the board.  The proxy may be delivered in any manner or format allowed by the Act at the time the proxy is to be delivered, as determined by the board.

Article V, 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.  The Association may provide notice of any special meeting of the board, and any director may waive notice of any meeting, in any manner or format allowed by the Act at the time the notice is given.

Article V, Section 10. 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. The written consent required under this Section may be delivered in any manner or format allowed by the Act at the time the consent is to be delivered.

e.   Clarify a new prohibition of law on employees serving as president

A new provision of the Act, which takes effect on January 1, 2016, provides that no employee of the association may serve as chair of the board or hold any other title with similar responsibilities.  A change to Article VI, Section 1 is proposed to acknowledge this restriction.

New Bylaws with changes in bold and underlined. 

Article VI, Section 1. The president shall be the chief elected 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. No employee of the Association may serve as president.

f.    Conform the committee provision to the new requirements of law

Recent changes to the Act remove the distinction between “standing” and “special” committees and clarify the difference between committees of the Board and Committees of the Corporation.  The proposed changes conform Article XIII to the revised provisions of the Act.

New Bylaws with additions in bold and underlined and deletions in italics and brackets. 

Article XIV: Committees

Section 1. [Standing committees and special committees]Committees of the Association and [special] committees of the board shall be established by the board, provided that committees of the Board shall require a resolution of the majority of the entire board. These committees shall be responsible to the board, which will delegate such powers and functions to them as allowed by the Act as the board finds desirable for the conduct of its business and for carrying out the objectives of the Association. Each committee of the board shall consist of at least three directors, and only directors may serve on such committees. Committees of the Association shall not be authorized to act on behalf of the Board.

Section 2. Members of committees of the board shall be appointed by resolution of a majority of the entire board. The president shall appoint the members of committees of the Association and designate the chair of all committees except the nominating committee. Appointments to [standing] committees shall be made to provide continuity of membership. No member may serve on any one committee more than six consecutive years.

Section 3. Each committee shall submit to the board a written annual report of its activities that shall contain any recommendations considered necessary or advisable. Additional reports may be submitted at the option of a committee or as requested by the board or the President.

Section 4. Funds for committee expenses shall be authorized by the board through an annual allotment or upon submission of an estimated budget.

Section 5. [Standing committees]Committees of the board and [special] committees of the Association may establish subcommittees to assist in their work. Subcommittees may include nonmembers of the Association. Subcommittees shall not be authorized to act on behalf of the board.

g.   Addressing the timing of the election of the secretary

The following change has been proposed by SLA to permit the secretary to be elected at the January board meeting.

Article V, Section 2. The board shall consist of: the president and president-elect of the Association, the chair, chair-elect and past chair of the chapter cabinet, the chair, chair-elect and past chair of the division cabinet, the treasurer, the most recent past president, and four additional directors. At the first regular meeting [held after an election]of a newly elected board, the board shall elect a director to serve as secretary.

VOTE ON – RECOMMENDED BEST PRACTICES AND COMPLIANCE ISSUES:

______ Yes

______ No

Background Information

Current SLA Bylaws

Posted August 21, 2015
Legal Notice – This action has been submitted to voting members of SLA for approval by written consent. In accordance with SLA’s Certificate of Incorporation and Bylaws, any action which may be taken at a meeting of 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 members voting on such action, presuming the number of votes approving such action is equal to at least a quorum. If you elect to cast your vote online, you hereby agree that taking such action, voting for any of the candidates for the 2016 Board of Directors or the proposed Bylaws and Certificate of Incorporation amendments, shall constitute signing a written consent of members. If you prefer not to cast your vote online, you may contact the SLA e-vote information center at evote@sla.org and request that a printed written consent be mailed to you by September 2, 2015.

 

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