BY-LAWS
of
The Eastern New York Chapter of the Association of College and Research Libraries, Inc.
ARTICLE I - OFFICES
The principal office of the corporation shall be in the Town of Queensbury, of the County of Warren, State of New York. The corporation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the corporation may require.
ARTICLE II - PURPOSES
The purposes for which this corporation has been organized are as follows:
The objectives of the chapter shall be to provide opportunities for the professional growth of academic and research librarians by conducting workshops and arranging programs in the various areas of the region; to encourage the exchange of ideas and information relating to library development; to disseminate educational information oriented to academic and research librarians; and to support and participate in programs of other regional and local organizations in Eastern New York State and adjacent Western New England when appropriate, in order to promote and improve library service to the academic and research community.
ARTICLE III – RELATIONSHIP TO THE ASSOCIATION OF COLLEGE AND RESEARCH LIBRARIES
This body is an affiliate of the Association of College and Research Libraries, a division of the American Library Association. It is subject to Article XV (Chapters) of the ACRL Bylaws, as approved by the ACRL Board of Directors, April 29, 1998.
ARTICLE IV - MEMBERSHIP
1. Qualifications for Membership.
Membership consists of all dues-paying persons interested in the concerns of libraries. Chapter members are not required to be members of ALA and/or ACRL.
2. Membership Meetings.
The annual membership meeting of the corporation shall be held in the Spring each year. The secretary shall mail to every member in good standing a notice stating the time and place of the annual meeting. Regular meetings of the corporation shall be held in the Fall and the Spring.
The presence at any membership meeting of not less than one quarter of the members shall constitute a quorum and shall be necessary to conduct the business of the corporation. A membership roll showing the list of members as of the record date, certified by the secretary of the corporation, shall be produced at any meeting of members upon the request of any member who has give written notice to the corporation that such request will be made at least ten days prior to such meeting. All persons appearing on such membership roll shall be entitled to vote at the meeting.
3. Special Meetings.
Special meetings of the corporation may be called by the directors. The secretary shall mail to all members at least twenty days but not more than sixty days before the scheduled date of such meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom called. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
4. Fixing Record Date.
For the purpose of determining the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining the members entitled to receive any distribution of any allotment of any rights, or for the purpose of any other action, the board shall fix, in advance, a date as the record date for any such determination of members. The record date is December 31.
5. Action By Members Without A Meeting.
Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by regular mail or by electronic mail.
6. Order of Business.
The order of business at the annual meeting of members shall be as follows:
- Approval of the minutes from the previous annual meeting
- Reports of committees
- Reports of officers
- Old and unfinished business
- New business
- Adjournments
- Membership Dues
Membership dues shall be such as set by the Board of Directors and approved by the Chapter membership. Dues shall be payable by September 1 and entitle membership to the Chapter through the following August.
ARTICLE V- DIRECTORS
1. Management of the Corporation.
The corporation shall be managed by the board of directors which shall consist of not less than three directors.
2. Election and Term of Directors.
At least thirty days in advance of the annual meeting of members, the membership shall elect the directors. Newly elected directors shall assume office at the close of the annual meeting. Directors shall hold office until the expiration of the terms for which they were elected and until their successors have been elected and shall have qualified, or until their prior resignation or removal.
3. Increase or Decrease in Number of Directors.
The number of directors may be increased or decreased by vote of the members or by a vote of a majority of all of the directors. No decrease in number of directors shall shorten the term of any incumbent director.
4. Newly Created Directorships and Vacancies.
Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the certificate of incorporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the members. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of the predecessor.
5. Removal of Directors.
Any or all of the directors may be removed for cause by a vote of the members or by action of the board.
6. Resignation.
A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
7. Quorum of Directors.
Unless otherwise provided in the certificate of incorporation, a majority of the entire board shall constitute a quorum for the transaction of business or of any specified item of business.
8. Action of the Board.
Unless otherwise required by law, the vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, shall be the act of the board. Each director present shall have one vote.
9. Place and Time of Board Meetings.
The board may hold its meetings at the office of the corporation or at such other places, either within or without the state, as it may from time to time determine.
10. Regular Annual Meeting.
An annual meeting of the board shall be held within one hundred twenty days of the annual meeting of members.
11. Notice of Meetings of the Board, Adjournment.
Regular meetings of the board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three day notice to each director.
12. Chairperson.
At all meetings of the board, the president, or in his/her absence, a chairperson chosen by the board shall preside.
13. Executive and Other Committees and Archivist.
The board, by resolution adopted by a majority of the entire board, may designate from among its members an executive committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the board.
A. Standing Committees:
Standing committees shall be established to consider matters of the Chapter that require continuity of attention. Standing committee membership shall be solicited from the Chapter membership by the Nominations and Elections Committee. The Chair of the Nominations and Elections Committee shall convey the names of interested parties to each of the four standing committee chairs, who shall select members. Committee members shall serve for two-year terms and may succeed themselves.
Size. Each standing committee shall have a membership of a minimum of three persons.
Selection of Standing Committee Chairs. From among the at-large members elected persons shall serve as Chairs for the Communications, Membership, and Government Relations committees. The immediate past President shall serve as chair of the Nominations and Elections Committee.
Committee Reports. Chairpersons of the standing committees or their proxies shall report to the Chapter membership at Chapter business meetings, and shall submit a written report annually to the President at least one month prior to the annual meeting.
Standing Committees named. Standing Committees of the Chapter shall be: Communications, Membership, Government Relations, Nominations and Elections, and Program.
Standing Committee charges.
(a) Communications Committee. The Communications Committee shall promote communication among Chapter members and with other regional and national organizations and appropriate individuals through the production and dissemination of materials on Chapter activities and common issues.
(b) Membership Committee. The Membership Committee shall solicit members for the Chapter; shall encourage membership in the Association of College and Research Libraries division of the American Library Association; and shall maintain an up-to-date membership list.
(c) Nominations and Elections Committee. The Nominations and Elections Committee shall solicit recommendations for elective offices from Chapter members; shall prepare slates of candidates; shall conduct Chapter-wide elections; and shall solicit committee membership.
(d) Program Committee. The Program Committee shall organize programs and meetings of the Chapter with the approval of the Board of Directors; shall be responsible for program arrangements; and shall appoint local subcommittees to assist with specific programs at host institutions.
(f) Government Relations Committee. The Government Relations Committee shall serve as the liaison with the national ACRL Government Relations Committee; shall monitor legislative and other governmental activities of importance to academic librarians; and shall coordinate activities with legislative and governmental affairs committees of other library organizations.
B. Ad hoc Committees.
The President shall have authority to appoint ad hoc committees.
Janice Graham Newkirk Research Award Committee.
Committee membership. The committee shall consist of three (3) voting members appointed by the Board of Directors, one of whom will be designated by the Board as chair, and the Chapter treasurer ex officio. The term of appointment for the voting members will be two (2) years. Appointments may be renewed.
Purpose and function. The Janice Graham Newkirk Research Award Committee shall administer the research fund, originated in 1995 as a memorial tribute to our ENY/ACRL colleague, Janice Graham Newkirk; shall establish, with the approval of the Board of Directors, written policies and procedures for administering the fund; shall account for fund expenditures; shall publicize the fund to members; shall solicit additional contributions to the fund.
C. Archivist.
The Archivist shall be appointed by the Chapter President and shall serve for an indefinite period and shall be replaced upon resignation or at the discretion of the President. The Archivist shall be responsible for the maintenance of the Chapter Archives. It shall be the responsibility of the chapter officers and committee chairs to provide the Archivist with the appropriate records for disposition.
ARTICLE VI - OFFICERS
1. Officers, Election, Term.
The officers of the corporation shall be a President, a Vice-president, who is the President-elect, a Secretary, and a Treasurer. Officers shall be members of the Association of College and Research Libraries, and shall be elected from the Chapter membership.
Terms of office. The President and Vice-president shall serve for one year or until their Successors are elected and qualified. The Secretary and Treasurer shall serve for two-year Terms, and shall be elected in alternate years.
2. Removal, Resignation.
Any officer elected or appointed by the board may be removed by the board with cause. In the event of the death, resignation or removal of an officer, the board in its discretion may elect or appoint a successor to fill the unexpired term.
3. President. The President shall be the official spokesperson for the Chapter; shall be the Chairperson of the Board of Directors; shall have authority to appoint ad hoc committees of the Chapter, when appropriate; shall represent the Chapter at ACRL Chapters Council at the Annual and Midwinter meetings of the American Library Association, or shall appoint a member of the Chapter to be a representative; shall have responsibility for coordinating the activities of the Chapter and its committees; and shall prepare an annual report of Chapter activities, one copy of which shall be sent to the ACRL headquarters, and one copy of which shall become part of the Chapter's records.
4 . Vice-president. The Vice-president shall serve as chairperson of the Program Committee, and shall serve as in the absence of the President, and shall serve as a member of the ACRL Chapters Council.
5. Treasurer. The Treasurer shall handle the financial matters of the chapter, and shall prepare an annual report for inclusion in the Chapter records. The fiscal year shall be January 1-December 31.
6. Secretary. The Secretary shall prepare notes and distribute minutes of meetings, and shall be responsible for the maintenance of the current Chapter records.
ARTICLE VII- SEAL
The seal of the corporation shall be as follows:
ARTICLE VIII - CONSTRUCTION
If there be any conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the certificate of incorporation shall govern.
ARTICLE IX - AMENDMENTS
Propositions or Amendments. Proposed changes in the Chapter By-laws must be submitted to the Board of Directors at least two (2) months before Chapter elections. Notification of proposed changes in the Chapter By-laws must be given to the Chapter members by the Secretary at least one month prior to Chapter elections.
Effect. Amendments to the Chapter By-laws may take effect only when approved by two-thirds (2/3) of the Chapter members voting in the Chapter elections.
ARTICLE X-CHAPTER DISSOLUTION
Voting Procedures. A two-thirds majority vote of the Chapter membership shall be needed to approve a resolution for dissolution of the Chapter.
Disposition of the Chapter assets. In case of the dissolution of the Chapter, all its assets, subject to all just and legal claims on them, shall become the property o the Association of College and Research Libraries, a division of the American Library Association.
Posted April 5, 2001 by Steve Black, Communications Committee Chair