Maine Library Association

Maine Library Association Bylaws

Article I: Name

The name of this organization is the Maine Library Association (the "Association").

Article II: Mission and Objectives

Mission and Purpose

The Association is organized exclusively for charitable and educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code. The specific mission and purpose to be promoted or carried out by the Association is as follows:      to promote and enhance the value of Maine libraries and librarianship, to foster cooperation among those who work in and for Maine libraries, and to provide leadership in ensuring that information is accessible to all citizens from their libraries.    

Objectives

The Maine Library Association:

    Advocates for Maine libraries and encourages their growth and development

    Provides opportunities for continuing education, workshops, or conferences.

    Provides tools and mechanisms to exchange ideas and meet

    Serves as a source of information about trends and issues

    Works in partnership with non-library and library groups and organizations that also serve our membership

    Encourages and fosters a spirit of cooperation among all who work in libraries.

Article III: Members

Any person interested in library work may become a member on payment of dues as determined annually by the Board upon recommendation of the Membership Committee.  Members of the Association shall consist of:    

    Personal members who are entitled to full membership benefits, including but not limited to voting rights, newsletters and discounts at Association events and meetings.

   On recommendation of any member and by a two-thirds vote of the Council, the Association may elect as honorary members persons whose service to library work in Maine or elsewhere has been outstanding.  Honorary members do not have any voting rights.

Article IV: Fiscal Year

The fiscal year of the Association begins on July 1 and ends on June 30. Dues will be paid on a rolling basis based on the date of joining or renewal. Members in good standing are entitled to receive all benefits of membership including discounts negotiated on their behalf, an annual report of the Association and a financial summary upon request. New members may join at any time. The membership roll will be purged of members who have been inactive over 1 year at the end of the fiscal year.

Article V: Officers

Section I

The officers of the Association are President, Vice President/President Elect, Secretary, Treasurer, the immediate Past-President and two Members-At-Large. The Vice-President/President Elect and one Member-At-Large are elected biennially in odd numbered years. The Secretary, Treasurer, and the other Member-At-Large are elected biennially in even numbered years. These officers shall perform the traditional duties for each position and as set forth in the Maine Nonprofit Corporation Act.       All officers except the immediate Past-President and President are elected by ballot, and shall serve until their successors are elected. The term of office for officers begins on the first day of the fiscal year. Balloting shall have occurred prior to the beginning of the fiscal year.

Section II

The right to hold office is restricted to members. Anyone wishing to submit a name as a candidate for an office should contact the chair of the Nomination Committee at least 60 days prior to the date ballots will be distributed. The Nominations committee may submit one or more names for each position to be filled.

Article VI: Membership Meetings

An annual meeting of the members of the Association must be held once a year at a time and place designated by the Board. Special meetings of the members may be held at such times and places as the Board  may designate or upon the written request of ten members of the Association delivered to the Secretary. All members must be notified in writing at least thirty days in advance of the time and place of meetings and the purpose of the meeting must be stated in the notice.

Article VII: Board of Directors

Section I

The Board of Directors shall consist of a minimum of three and a maximum of 18 members including the officers of the Association, the chair of each standing committee listed in these bylaws, the representative to the New England Library Association, a member of the Council of the American Library Association, who may be one of the foregoing or an additional person, and representatives of the      Interest Groups. Additional representatives of other organizations to the Board include a liaison from the Maine Association of School Libraries, and the State Librarian. These representatives are ex-officio members without vote.

Section II

The member of the Council of the American Library Association is elected by ballot for a three-year term.

Section III

A quorum shall consist of a majority  of the Board.  Unless provided otherwise in these Bylaws or by law, a majority of the votes entitled to be cast on a matter to be voted upon by the Directors present in person at a meeting at which a quorum is present shall be necessary for the adoption thereof.  There shall be no proxy voting.

Section IV

The Board may meet in person, by teleconference, or by videoconference, provided that all persons participating in the meeting can hear each other, and such participation in any such meeting shall constitute the presence in person at such meeting. All such meetings will be made known to the membership in writing in an appropriate and timely manner.

Section V

Any action that might be taken at a meeting of the Board of Directors or of a committee or Interest Group may also be taken without a meeting if (a) all Directors or committee or Interest Group members are notified in writing of the proposed action, (b) at least three quarters (75%) of the total number of Directors or of the committee or Interested Group members send written consents to the action to be taken, at any time before or after the intended effective date of such action, and (c) the Secretary, committee or Interest Group chair, or his/her designee, receives no written objection to such action from a Director or committee or Interest Group member within forty-eight (48) hours of the notification to the Directors or committee or Interest Group members.  Such notifications, consents, and objections shall be filed with the minutes of next Directors' meeting or committee or Interest Group meeting, and shall have the same effect as a meeting vote.  For the purposes of this section, notifications, consents, and objections may be communicated by regular mail, personal delivery, fax, or electronic mail.  The provisions of this Article VII, Section V shall be deemed a “custom of the Corporation known generally to its members.” 

Section VI

A vacancy shall be declared for any board member who is absent without prior notification from three regular board meetings in the period of one year. A vacancy on the Council shall be filled by an interim appointment by the president, with the approval of the Council and shall serve the remainder of the unexpired term. In the case of a vacancy in the presidency, the Vice President/President Elect becomes President and shall serve until the end of the term.

Article VIII: Committees and Boards

Section I

The President shall appoint the following standing committees: Communications, Conference & Continuing Education, Intellectual Freedom, Legislative, Membership, Nominations, and Scholarship.

Section II

The President’s charge to the committees must include what expenses are reimbursable by the Association. Travel and telephone expenses incurred by individual committee members may not be reimbursed without the express prior approval of the President.

Section III

The Committee on Nominations is charged with submitting a slate of officers to the membership with voting open for 14 days. Voting must be completed at least 30 days prior to the beginning of the fiscal year.

Section IV

Other committees may be created by the Association as the President or the Board may from time to time deem necessary. The President is ex-officio member of all committees.

Article IX: Interest Groups

Section I

Members of the Association who are engaged in the same general field or have a special interest in common may organize into an interest group after obtaining the approval of their petition by the Council.

Section II

A petition for establishment of an interest group must state the purpose and demonstrate the need for the proposed interest group. Such petitions must be signed by not less than ten members of the Association who thereby signify their intention of becoming charter members of the interest group.

Section III

Each interest group is entitled to request a budget, if they have planned activities requiring one.  The activities planned must at least pay for themselves with income from attendee registrations. All interest groups must file a request for a budget to the treasurer for budget considerations. This request will be provided by the Interest  Group Chair to the Treasurer when the budget process begins.

Section IV

The Association has no other obligatory financial responsibility to an interest group. However, requests for additional funds may be placed before the Board for consideration. All funds for Interest Groups will be held by the Association and will be dispersed as approved in the budget.

Section V

Each active Interest Group is represented on the Board with a Chair. The Chair of the Interest Group is appointed by the President for a two year term and can be appointed for two consecutive terms,  and shall be represented on the board with a vote. If a need for funds for a stand-alone program or another need is desired, this will be requested by the chair during the budget process. The Chair of the Membership Committee will furnish to the Chair of each interest group a list of new and renewing interest group members on a quarterly basis.

Section VI

Each time an interest group changes officers, it must file with the Secretary of the Association the names and addresses of its officers.

Section VII

An interest group must meet certain requirements of participation and endeavors (outlined in the handbook) to remain active.  By vote of the Board, an interest group may be discontinued when it has been inactive for two years.     

Article X: Removal

An Officer, Director, Committee Chair, or Interest Group Chair may be removed by the Board if she/he/they has committed or engaged in any act or omission or practice which, in the sole discretion of the Board of Directors, has been or would be detrimental to the best interests of the Association. Said removal shall occur at any meeting of the Board of Directors, and upon a two-thirds (2/3) vote of those disinterested Directors present in person. The individual considered for removal shall be given at least five days written notice of the proposed removal, as well as an opportunity to be present and to be heard at said meeting. An individual may be removed from only a particular position (e.g., an officer or Interest Group position), or from all positions and as a member of the Association. 

Article XI: IRC 501(c)(3) Tax Exemption Provisions

Section I

No part of the net earnings of the Association shall inure to the benefit of any Director, Officer or member, or any private individual, excepting solely such reasonable compensation that the Association shall pay for services actually rendered to the Association, or allowed by the Association as a reasonable allowance for authorized expenditures incurred on behalf of the Association, and no Director, Officer, or Member of the Association, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Association (except that a Director, Officer, Member or other private individual may receive property of the Association in exchange for fair market value compensation to the Association).

Section II

No substantial part of the activities of the Association shall be the carrying on propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidates for public office.

Section III

The Association is intended to exist in perpetuity, but in the event of dissolution of the Association or the termination of its activities, the assets of the Association remaining after the payment of all its liabilities shall be distributed exclusively to one or more organizations organized and operated exclusively for such purposes as shall then qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Article XI: Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order Newly Revised will 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. Furthermore, any Robert’s Rules pertaining to “small boards” shall apply to any meeting of the Board of Directors, committees, Interest Groups, or members.

Article XII: Amendments and Review

Section I

A copy of each proposed amendment to these bylaws must be distributed to every member of the association at least thirty days before the next annual meeting. These amendments may be discussed and modified before a vote. Proposed amendments become effective when approved by two-thirds of the members present at the annual meeting.

Section II

These by-laws must be reviewed biennially by the Board. The date of revision is determined by the date of adoption as noted at the end of this document.

Adopted: May 17, 2017

Biennial Review: May 2019

Revised and adopted: August 6, 2020


Maine Library Association

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