By-Laws
ARTICLE I. MEETINGS
Section I. An annual business meeting shall be held within the membership and fiscal year of the Association at a time and place selected by the Board of Directors.
Section II. Other business or special meetings of the Association may be called by the Board of Directors or by petition of 10 percent of the voting membership.
Section III. Any business meeting held under Section II above must be preceded by at least a 21 day notification to the voting membership of the date and location of the meeting.
Section IV. Professional regional meetings of the Association may be called upon request of any member. The name of the Association as the sponsor of such meetings will be used only when approved by the Board of Directors.
Section V. The assembled voting members at any business meeting shall constitute a quorum for conducting such business as may come before the membership.
ARTICLE II. ELECTIONS AND TERMS OF OFFICE
Section I. A ballot shall be prepared listing up to two (2) names for each office and each Board of Directors position except for that of the immediate Past-President. The Nominations and Elections Committee shall actively seek two (2) names for each office and Board of Directors position. Nominations for the Regional Board members shall be sought from the regions which they represent. Additional nominations for the officers of the Association may be made to the Nominations and Elections Committee before April 1, by petition of at least 25 voting members or 25 percent of the membership of the region making the nomination, whichever is smaller. The Committee shall certify the eligibility for office of all nominees appearing on the ballot. Biographies and platform statements shall be published for all candidates for any office prior to the voting by the members.
Section II. Balloting shall be conducted by mail and the results shall be announced on or before July 1. Ballots shall be mailed only to voting members of record as of May 15 of that membership year in which the election is held. A tie vote shall be resolved by vote of the Board of Directors. All elected positions of the Association will be elected by the membership as a whole.
Section III. All officers and the Board of Directors members shall take office at the annual fall meeting of the Association. If no annual meeting is scheduled for the fall of the calendar year in which the election is held, the new officers and Board will assume office on October 1. They shall hold office until their successors are elected and the election is certified. No officer or Board member may be elected to consecutive terms of office unless that person is filling an unexpired term.
Section IV. The President-Elect shall be elected to serve one one-year term as President-elect, one one-year term as President, and one one-year term as Past President.
Section V. The Secretary shall be elected for one two-year term.
Section VI. The Treasurer shall be elected for one two-year term.
Section VII. The members of the Board of Directors that are elected from the seven geographical regions shall be elected for one one-year term as Director-Elect and one one-year term as Director.
Section VIII. In order that the Board of Directors has continuity, the offices of Secretary and Treasurer shall be elected on alternate years.
Section IX. In the event the President is unable to serve his/her full term, the President-Elect shall succeed to the unexpired remainder of the presidency and continue through his/her own term.
Section X. In the event any other officer or Board of Directors member except the Past-President is unable to serve his/her full term, the President shall appoint, subject to Board approval, someone to fill the remainder of that term.
ARTICLE III. BOARD OF DIRECTORS
Section I. The Board of Directors shall consist of all elected officers, the retiring President, and the fourteen members of the organization elected from the regions. The Executive Director shall serve as an ex-officio member.
Section II. The function of the Board of Directors shall be to assume responsibility for the affairs of the organization except those requiring a vote of the membership.
Section III. The President shall be chairperson of the Board of Directors.
Section IV. The Board of Directors shall meet at least four (4) times during each membership year.
Section V. Minutes of the Board of Directors meetings shall be available to the membership. Summaries in lieu of detailed minutes may be published in the Association newsletter to inform the membership of Association business and Board of Directors actions.
Section VI. A quorum of the Board of Directors shall be a simple majority of the elected membership of the Board.
ARTICLE IV: EXECUTIVE DIRECTOR
Section I. The Executive Director shall serve as the registered agent of the Association with the State Corporation Commission, sign and maintain legal documents for the Association, and perform all other duties listed in the annual contract.
ARTICLE V. EXECUTIVE COMMITTEE
Section I. The Executive Committee shall consist of the elected officers and the immediate Past-President and shall carry out the policies of the Association as determined by the Board of Directors. The Executive Director shall serve as an ex-officio member.
Section II. The Executive Director shall be selected and evaluated by the elected members of the Executive Committee on an annual basis.
Section III. The Executive Committee shall recommend to the Board the appointment of official representatives to meetings, organizations, and conferences.
Section IV. The Executive Committee shall prepare an annual budget for approval by the Board.
ARTICLE VI. DUTIES OF OFFICERS
Section I. The duty of the President shall be to preside at all business meetings, the Board of Directors meetings and Executive Committee meetings of the Association, and perform all other duties usually associated with this office.
Section II. The duty of the President-Elect shall be to perform the duties of the President in the absence of the President and to serve as ex-officio member of all special committees the President shall create. The President-Elect shall serve as the Conference Planning Committee Chairperson for the annual meeting of the Association in which this person is to assume office.
Section III. The duty of the Secretary shall be to keep a record of Association activities, and such other duties as the office may require. The Secretary shall keep such properties of value as the Board of Directors indicates for the Association to pass to the Library of Virginia annually.
Section IV. The duties of the Treasurer shall be to keep an accurate record of all funds received and disburse same only on order of the President, make an annual report of receipts and disbursements, including an audit performed by a certified public accountant, prepare and submit an annual budget to the executive committee for review, and perform such other duties as are usually associated with this office.
ARTICLE VII. COMMITTEES
Section I. There shall be standing committees as follows: Nominations and Elections, Membership, Scholarships and Awards, Publications, Conference Planning, and Legislative.
Section II. The President shall appoint standing committee chairpersons to all committees, subject to the approval of the Board of Directors, except the chairpersons for the Conference Planning Committee and the Nominations and Elections Committee. The President-Elect shall serve as chairperson of the Conference Planning Committee. The duty of the immediate Past-president shall be to serve as chairperson of the Nominations and Elections Committee. Appointments shall be made prior to the annual meeting of the Association.
Section III. The committee chairperson shall select committee members and submit the list to the Board as an information item prior to the annual meeting of the Association.
Section IV. The President shall create such special committees as are necessary for the Association's business, subject to the approval of the Board of Directors. If special committees through their activities and deliberations recommend permanent status, the By-laws must be amended.
Section V. The President shall be an ex-officio member of all standing committees except the Nominations and Elections Committee.
ARTICLE VIII. DUTIES OF COMMITTEES
Section I. The chairperson of each duly appointed committee shall keep a record of the proceedings of the committee and shall submit written reports on committee activities to the President and Secretary when requested.
Section II. The Nominations and Elections Committee shall conduct all elections in accord with provisions of the By-laws.
Section III. The Membership Committee shall promote membership in the Association.
Section IV. The Scholarships and Awards Committee shall elect recipients for grants and awards given by the Association.
Section V. The Publications Committee shall provide for information dissemination to the membership. The Association may publish and produce materials as approved by the Board of Directors and shall recommend appropriate financing for such materials.
Section VI. The Conference Planning Committee shall be responsible for the annual meeting at the close of their year of service.
ARTICLE IX. MEMBERSHIP YEAR AND DUES
Section I. The fiscal year of the Association shall be from July 1 through June 30. Upon change of the office of Treasurer, an audit of the records shall be conducted as prescribed by the Board of Directors.
Section II. The membership year shall be from November 1 through October 31. Dues for active and student members shall be determined by the Board of Directors in accord with the needs and services of the Association.
ARTICLE X. RULES OF ORDER
Robert's Rules of Order, Revised, shall be the parliamentary authority of this Association except where they are inconsistent with this Constitution and By-laws.
ARTICLE XI. AMENDMENTS
These By-laws may be amended at any business meeting by a majority vote of the members attending. All proposed changes will be in writing and will be distributed to the members attending the meeting and prior to voting. These By-laws may be amended by mail vote providing such changes have been published thirty (30) days prior to such voting.
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Last Updated: Friday, July 17, 2009