Article I. Purpose of the AssociationMetrolina Library Association, Inc. is a 501(c)(3) nonprofit organization and will be referred to hereafter as the Association. The Association provides opportunities for training and development, networking, and library advocacy for members and area libraries.
Article II. Membership Section 1. Qualification for Membership While the Association is open to any individual who pays annual dues, programming focuses on libraries in the counties which make up the Metrolina area. The Metrolina area consists of the following North Carolina counties: Cabarrus, Catawba, Cleveland, Gaston, Iredell, Lincoln, Mecklenburg, Rowan, Stanly, and Union; and of the following South Carolina counties: Lancaster and York. The membership year is one year from membership payment date. Section 2. Dues The members shall pay annual dues in such amounts and at such times as fixed by the Board of Directors. Until further action by the Board of Directors, the annual dues of the membership shall be $20.00 per year.
Article III. Meeting of Members
Section 1. Place of Meetings
All meetings of members shall be held at the place designated in the
notice of the meeting. Every effort will be made to include as many of
the counties making up the Metrolina area as possible when selecting
program sites.
Section 2. Meetings
An annual meeting of the members will be established by the Board of
Directors for the purpose of electing officers of the Association and
for the transaction of such other business as may be properly brought
before the membership. In addition, programs will be held throughout
the year to meet the purpose of the Association.
Section 3. Special Meetings
Special meetings of the members may be called at any time by the
President, Secretary or Board of Directors of the Association, or by a
member, pursuant to the written request of not less than 1/10 of the
members entitled to vote at the meeting.
Section 4. Notice of Meetings
Written and/or electronic notice stating the time and place of the meetings shall be
delivered not less than ten or more than fifty days before the date
thereof, by, or at the direction of the President, the Secretary, or
other person(s) calling the meeting, to each member entitled to vote at
such meeting.
Section 5. Quorum
At meetings of members, 1/10 of the members entitled to vote shall
constitute a quorum for the purpose(s) of such meeting. If there is not
a quorum present at the opening of such a meeting, the meeting may be
adjourned by the vote of a majority of the members and any business may
be revisited at the next meeting. At any meeting in which a quorum is
present, any business may be transacted which may have been transacted
at the original meeting.
Section 6. Informal Action by Members
Any action which may be taken at a meeting of the members may be taken
without a meeting if a consent in writing, setting forth the actions so
taken, shall be signed by all of the persons who would be entitled to
vote upon such action at a meeting, and filed with the Secretary of the
Association to be keep in the corporate minutes book.
Article IV. Board of Directors
Section 1. Composition and General Powers
The business and affairs of the Association shall be managed
by the Board of Directors. The number of directors of the Association
shall be at least nine. The Board of Directors shall consist of the
five officers elected by the membership as provided in Article IV
Section 2 and by the appointed members as provided in Article IV
Section 3.
Section 2. Elected Officers and Terms of Office
The officers of the Association shall be elected at any regular or
special meeting of the members. Each officer shall hold office for one
year or until his/her death, resignation, retirement, removal, or until
his/her successor is elected and qualifies, with the exception of the
following officers: The Vice President/President- Elect, who will, upon
election, serve as an officer for three years (one year as Vice
President, one year as President, and one year as Immediate Past
President); the Secretary, who shall be elected in odd years for a two-year
term; and the Treasurer, who shall be elected in even years for a two-year
term. This shall help insure continuity of experience on the Board.
Officers may be reelected, but may not serve more than two consecutive
terms.
Section 2a. President
The duties of this office shall be to preside at all meetings, to
oversee the operations of the Association, and to appoint a Nominating Committee. The President shall be an ex officio member of all
committees except the Nominating Committee. He/she shall sign, with any
other proper officer, any contracts or other
instruments which may be lawfully executed on behalf of the
Association, except where required or permitted by law to be otherwise
signed and except where the signing thereof shall be delegated by the
Board of Directors to some other officer or agent.
Section 2b. Immediate Past President
The duties of this office shall be to provide an historical perspective
of the organization and to provide consultation upon request. This
office will also be responsible for assisting the President in
selecting officers for the incoming year.
Section 2c. Vice President/President- Elect
The duties of this office shall be to preside at regular meetings in
the absence of the President and to assume the duties of the President
if the President cannot fulfill the term of office. The Vice
President/President Elect shall oversee the Program Committee and the
program meetings of the Association.
Section 2d. Secretary
The duties of this office shall be to take minutes at the regular
meetings and at Board of Directors meetings and to make these minutes
available to the full membership via the Association Web site. The Secretary shall have general
charge of the Association books and records and the corporate seal.
He/she shall affix the corporate seal to any lawfully executed
instrument requiring it.
Section 2e. Treasurer
The Treasurer shall have custody of all funds and securities belonging
to the Association and shall receive, deposit or disburse the same
under the direction of the Board of Directors. He/she shall keep full and accurate accounts of the finances of the Association and
shall cause a true statement of its assets and liabilities at the close
of each fiscal year, all in reasonable detail. The Treasurer shall
present a financial report at each meeting of the members and of the
Board of Directors. He/she shall be responsible for reminding members of lapsing memberships as they come due or fall behind, setting up and maintaining the Web-based service for electronic membership and program payments, and maintaining a membership spreadsheet accessible to board members.
Section 3. Appointments and Terms of Office
The appointments to the Board of Directors are made by the in-coming
President with the approval of the other members of the Board of
Directors. Each appointee shall hold office for one year or until
his/her death, resignation, retirement, removal.
Section 3a. News Editor
The News Editor shall be responsible for disseminating meeting reviews, membership news, information on events, and articles from members to all Association members and interested parties via the Association website or other social networking media.
Section 3b. Publicity Director
The Publicity Director shall be responsible for promoting the
activities of the Association and shall work with the Board of
Directors in increasing the membership of the Association. The
Publicity Director shall determine, with input from the Board, the best
way of promoting the organization. The Publicity Director shall be
responsible for updating the program content of the Web site.
Section 3c. Webmaster
The Webmaster shall be responsible for site design and accuracy, updating the Web site contact information, and relevant external Web sites and associations.
Section 3d. At-Large Members
The At-Large members may represent the following types of libraries:
public, school, academic, and special. At-Large members shall give
reports of up-coming events in their respective areas at each meeting
of the members and of the Board of Directors meetings. At-Large members
shall also provide information to the News Editor for distribution.
Section 4. Removal
Any member of the Board of Directors, elected or appointed, may be
removed, with or without cause, by a majority vote of the other members
of the Board of Directors.
Section 5. Replacing Vacancies
Any vacancy occurring on the Board of Directors shall be filled by
Presidential appointment for the remaining term, with majority approval
of the remaining Board members. The members may elect a director at any
time to fill any vacancy not filled by the directors. Any vacancy
occurring by reason of the resignation, removal or other cause of a
director elected for one of the at-large classifications shall be
filled with a member from such classification.
Article V. Meeting of Board of Directors
Section 1. Regular Meeting
The Board of Directors may provide, by resolution, the time and place for the holding of regular meetings.
Section 2. Special Meetings
Meetings of the Board of Directors may be called by or at the request of the President or of any two directors.
Section 3. Notice of Meetings
The person or persons calling a special meeting of the Board of
Directors shall, at least ten days before the meeting, give notice
thereof by any usual means of communication. Such notice need not
specify the purpose for which the meeting is called.
Section 4. Quorum
A majority of directors fixed by these bylaws shall constitute a
quorum for the transaction of business at any meeting of the Board of
Directors.
Section 5. Manner of Action
As otherwise provided in this Section, the acts of the majority of
the directors present at a meeting at which a quorum is present shall
be the acts of the Board of Directors. The vote of the majority of the
directors then holding office shall be required to adopt, amend, or
repeal a bylaw, or to adopt a resolution dissolving the Association
without action by the members. Vacancies in the Board of Directors may
be filled as provided in Article IV, Section 5 of the bylaws.
Section 6. Informal Action by Directors Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken. Article VI. Standing Committees
Section 1. Nominating Committee
This committee shall be appointed by the President prior to the Fall
meeting of the members. One person shall be nominated for each office
and the slate of prospective officers shall be presented at the Fall
meeting, but other nominations may be made from the floor at the time
of the election. A member of the Nominating Committee shall not be a
candidate for office. The chair of this committee shall be the
Immediate Past President or as appointed by the President.
Section 2. Program Committee
This committee appointed by the Vice President/President-Elect
shall be responsible for site selection, planning, and execution of all
programs and meetings of the Association.
Section 3. Other Committees
The President, with approval of the Board, shall create ad-hoc committees as needed.
Section 4. Removal of Committee Members
Any committee, or any chair or member thereof, may be discharged or
removed by action of the Board of Directors with or without cause.
Section 5. Informal Action
Action taken by a majority of the members of a committee without a meeting is nevertheless committee action if written consent to the action in question is signed by all of the members of the committee and filed with the minutes of the proceedings of the committee, whether done before or after the action so taken.
Article VII. Contracts and Deposits
Section 1. Contracts
The Board of Directors may authorize any officer(s) or agent(s), to
enter into any contract or execute and deliver any instrument on behalf
of the Association, and such authority may be general or confined to
specific instances.
Section 2. Payments
All forms of payment issued in the name of the Association shall be
signed by such officer(s) or agent(s) of the Association and in such
manner as shall be from time to time determined by resolution of the
Board of Directors.
Section 3. Deposits
All funds of the Association not otherwise utilized shall be deposited from time to time to the credit of the Association in such depositories as the Board of Directors shall direct.
Article VIII. General Provisions
Section 1. Offices
The registered office of the Corporation required by law to be maintained in the State of North Carolina is in the city of Charlotte. The Corporation may have offices at such other places, as the Board of Directors may from time to time determine, or as the affairs of the Corporation may require.
Section 2. Seal
The seal, as impressed on the margin hereof, is hereby adopted as the corporate seal of the Corporation. Section 3. Fiscal Year
The fiscal year of the Association shall be from January 1 to December 31 unless otherwise provided by the Board of Directors. Section 4. Amendments
Except as otherwise provided therein, these bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the directors then holding office at any regular or special meeting of the Board of Directors. The bylaws may also be amended at any regular meeting of the Association, provided the amendment is stated in the call for the meeting, and the approval is by 2/3 of the voting members present at such meeting. (Rev. 7/15/2009)
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