Bylaws Amended 12/05/2007

 

ASSOCIATED COLLEGE LIBRARIES OF CENTRAL PENNSYLVANIA
BYLAWS

ADOPTED MARCH 11, 1999
AMENDED NOVEMBER 30, 2001
AMENDED AUGUST 14, 2006
AMENDED DECEMBER 5, 2007

ARTICLE I — NAME
The name of the organization shall be the Associated College Libraries of Central Pennsylvania (hereinafter referred to also as ACLCP and the Association).

ARTICLE II — MISSION

  1. The mission of the Associated College Libraries of Central Pennsylvania, a consortium of academic and research libraries united by a rich heritage of and strong commitment to sharing, is to enhance each member's ability to serve its primary clientele.
  2. Purposes:
    1. To share information and library resources as well as the expertise of individuals.
    2. To set a standard of leadership and visionary thinking for its member institutions.
    3. To enhance the knowledge and expertise of member staffs.
    4. To promote access to evolving technologies.

ARTICLE III — BUSINESS AND FISCAL YEAR
The business and fiscal year of the ACLCP shall begin on July 1 and end on June 30. In all references to terms of office in these Bylaws, the terms shall begin on July 1.

ARTICLE IV — MEMBERSHIP

  1. Membership
    1. Membership shall be for libraries of not-for-profit academic degree-granting institutions and other research libraries in Pennsylvania and contiguous states.
    2. Standards for Membership:
      1. Resources. Members must have resources sufficient to serve the majority of the needs of their primary clientele and that increase access to resources by other members' clienteles because of their size or specialized nature.
      2. Staff. Members must have staff large enough for regular representation at general meetings and all Governing Board meetings. They must be able to provide Association officers and standing committee chairs and members.
      3. Finances. Members must be financially sound so as to have the option to participate in new consortial endeavors.
    3. New members shall be admitted to the ACLCP according to the following procedures. Prospective member shall submit a formal written petition for membership in the ACLCP to the ACLCP President. Petition will address “Standards of Membership.” Petition will be presented to the Governing Board. If the Governing Board determines that the applicant meets membership criteria, the President will direct further investigation, including an on-site visit by an appointed committee of three Governing Board members. Site visit committee will prepare and submit a report of the visit and give its recommendations to the President. The President will present the committee's report and recommendations to the Governing Board whose members will vote to accept or deny membership.
    4. Inactive Membership:
      1. Any member that has not been represented in at least one Governing Board meeting in two consecutive years shall be designated an inactive member.
      2. Any member whose dues remain unpaid at the end of the fiscal year shall be dropped from membership.
      3. The President shall contact the director of any inactive member to determine the reason for inactivity and whether the member still meets the membership requirements.
    5. A Library may withdraw from membership by written notice to the ACLCP President.
    6. Reinstatement shall be handled as a new membership.
    7. Associate Membership
      1. Each staff member of the member libraries shall be an Associate of the ACLCP.
      2. Associates shall serve as the officers, members-at-large, members of the Governing Board, committees, and Discussion Groups, and shall work to further the purposes of the ACLCP.
    8. Membership Dues
      1. Membership dues shall be annual and shall be set each year by the Governing Board at its Spring meeting.
      2. There shall be no dues for Associates.
      3. Any member whose dues remain unpaid at the end of the fiscal year shall be dropped from membership.

ARTICLE V — GOVERNANCE
Governance of the Association shall consist of the Governing Board and the Executive Committee of the Governing Board.

  1. Governing Board
    1. Purpose:
      1. To provide general guidance for the ACLCP in fulfillment of its mission.
    2. Membership:
      1. All library directors, their equivalents, or their designee (hereinafter referred to as library director) of member libraries.
      2. Three members-at-large, elected by the membership of ACLCP.
      3. Treasurer.
      4. Secretary.
      5. Chairs of the Standing Committees.
      6. Parliamentarian.
      7. All members of the Governing Board shall have one vote.
    3. Terms of Office:
      1. Library directors shall have no term limit.
      2. At-large members shall serve three-year terms. No individual may serve more than two consecutive terms. Terms shall be staggered with one-third expiring each year.
      3. The Treasurer, Secretary, and Chairs of the Standing Committee shall serve a two year term and may stand for reelection. No individual may serve more than two consecutive terms.
    4. Responsibilities:
      1. Set the direction of the Association, review progress annually, and update the strategic plan as appropriate.
      2. Arrange for an annual review of the Association's financial records.
      3. Approve the annual operating plan and budget of the Association.
      4. Establish the policy of the Association, both internal and external, as determined appropriate.
      5. Set the annual membership dues.
      6. Consider and clarify proposed amendments to the Bylaws.
      7. Approve consortial agreements which will obligate individual institutions financially.
      8. Approve policy statements.
      9. Select three members for the Executive Committee, who shall serve staggered three-year terms.
      10. Hire staff for the Association as needed.
      11. Meet at least two times per year.
  2. Executive Committee of the Governing Board
    1. Responsibilities:
      1. Implement the annual plan and the policies for the Governing Board.
      2. Approve requests for the formation of Discussion Groups.
      3. Develop the annual operating plan and budget of the ACLCP for presentation to the Governing Board.
      4. Formulate policy statements.
      5. Annually appoint the chair of the annual Nominating and Elections Committee.
      6. Appoint the Parliamentarian.
      7. Appoint two members to the Investment Committee, in addition to the Treasurer.
    2. Membership:
      1. President
      2. Vice-President/President-Elect
      3. Immediate Past President
      4. Three other Governing Board members
      5. Treasurer
      6. Secretary
      7. Chairs of the Standing Committees.
      8. Parliamentarian.
      9. All members of the Executive Committee shall have one vote.
    3. Meetings: The Executive Committee shall meet at least four times per year.
  3. Investment Committee of the Governing Board
    1. Responsibilities:
      1. Provide information and guidance to the Governing Board related to any long-term investment of ACLCP assets.
      2. Implement, oversee, and execute investment decisions in accordance with instructions from or in accordance with general policy as established by the Governing Board.
    2. Membership:
      1. Treasurer
      2. Two library directors of member libraries
    3. Meetings:
      1. The Investment Committee shall meet at least once per year.
      2. All members of the Investment Committee shall have one vote.
  4. Nominations and Elections Committee
    1. Membership:
      1. The chair, who shall be appointed by the Executive Committee.
      2. A minimum of three members who will be recruited by the Chair from the Associate Membership.
    2. Term of Office: The term of office shall be one year.
    3. Responsibilities:
      1. Nominate at least two candidates for:
        1. Vice-President/President-Elect.
        2. Office of Treasurer every other year as the term of office expires.
        3. Office of Secretary every other year as the term of office expires.
        4. Each of the standing committee chairs whose terms expire that year.
        5. Governing Board Member-at-Large whose term expires that year and to adjust the length of terms to maintain the one-third expiration schedule.
      2. Conduct the elections in accordance with the Bylaws (See Article VIII.)
  5. Officers
    1. President
      1. The President shall be a library director who succeeds to the office after serving as Vice-President/President-Elect.
      2. The term of office shall be one year.
      3. Responsibilities:
        1. Be the chief executive officer of the ACLCP on behalf of the Governing Board and Executive Committee.
        2. Assure that the programs are carried out and that progress is made toward the goals of the Association.
        3. Call, prepare agendas for, and chair the meetings of the Governing Board and the Executive Committee and prepare agendas for and conduct member forums.
        4. Determine the need for ad hoc committees, appoint the chairs, charge them with their purposes, and set a deadline for their actions.
        5. Represent the ACLCP at meetings of other groups as necessary.
        6. Report at least once each year to the Governing Board, at least four times each year to the Executive Committee, and at member forums on the progress of the Association.
    2. Vice President/President Elect
      1. The Vice President/President Elect shall be a library director who is elected by the Governing Board by the end of April of each year.
      2. The term of office shall be one year.
      3. Responsibilities:
        1. Assist the President with the business of the Association.
        2. Chair the meetings of the Governing Board and Executive Committee and preside at member forums in the President's absence.
        3. Maintain a pool of volunteers for Standing Committees.
        4. Serve as liaison with the Discussion Groups.
    3. Treasurer
      1. The Treasurer shall be an Associate of the ACLCP who is not a library director. The Treasurer shall be familiar with financial procedures, shall be custodian of all funds of the Association, and shall pay Association bills as authorized.
      2. The term of office shall be two years.
      3. The Treasurer may be bonded at the discretion of the Governing Board.
      4. Responsibilities:
        1. Maintain and update financial records for the Association.
        2. Send bills for dues, assessments and services, collect payments, notify members and other parties who are in arrears, and pay all properly verified obligations.
        3. Prepare the annual budget as directed by the Executive Committee.
        4. Recommend investment of any excess funds to the Governing Board and administer all approved investments.
        5. Report on the financial condition of the ACLCP at each meeting of the Governing Board and Executive Committee and at member forums.
        6. Provide any assistance and information necessary for the annual audit.
    4. Secretary
      1. The Secretary shall be an Associate of the ACLCP who is not a library director.
      2. The term of office shall be two years.
      3. Responsibilities:
        1. Record and distribute a written record of Governing Board and Executive Committee meetings.
        2. Maintain a list of current Discussion Groups and their chairs.
        3. Receive and make available the annual written record of Discussion Group activities and attendance.
        4. Keep a record of institutional participation as necessitated by Article IV.A.4 of these Bylaws.
    5. Parliamentarian
      1. The Parliamentarian shall be an Associate of the ACLCP who is familiar with parliamentary procedure. The Executive Committee shall appoint the Parliamentarian.
      2. Term of office shall be indefinite and at the pleasure of the Executive Committee.
      3. Responsibilities:
        1. Attend all Governing Board and Executive Committee meetings to resolve any parliamentary issues.
        2. Draft, upon recommendation by the Governing Board, amendments to these Bylaws.
    6. Limitation: No associate member of the Associated College Libraries of Central Pennsylvania shall at any time hold more than one office in the Association.
    7. Unfulfilled Terms of Office: If any officer or member-at-large is unable to fulfill the term of office, the Governing Board shall appoint a replacement to serve until the next elections are held.

ARTICLE VI — COMMITTEES

  1. Responsibilities
    1. Participate, in collaboration with the Executive Committee, in development of annual committee objectives and budget in the furtherance of their purposes.
    2. Develop programs appropriate to their purposes for review and approval by the Executive Committee.
    3. Ensure that programs are implemented and goals are met.
    4. Ensure the necessary flow of communication, all chairs of standing committees shall meet with the Executive Committee.
    5. By the end of the fiscal year, provide annual report to the Secretary of Committee's activities.
  2. Terms of Office
    1. The terms of office shall be two years.
    2. The terms shall be staggered with half expiring each year.
  3. Standing Committees
    1. Programs Committee
      1. Purpose: Plan, organize, and make arrangements for the general ACLCP meetings.
      2. Membership:
        1. The chair, who shall be an Associate of the ACLCP, elected by the member libraries.
        2. Members (a minimum of four) who will be selected by the chair.
      3. Meetings: At least two times per year.
    2. Support Staff Committee
      1. Purpose:
        1. Provide opportunities for networking among support staff of member libraries.
        2. Plan and organize an annual program for support staff that will enhance professional development, foster camaraderie, and promote positive attitudes.
      2. Membership:
        1. The chair, who shall be an Associate of the ACLCP, elected by the member libraries.
        2. Members (a minimum of four) who will be selected by the chair.
      3. Meetings: At least two times per year.
    3. Networked Resources Committee
      1. Purpose: Create, develop, maintain, and promote ACLCP electronic resources, including the ACLCP Web site and any future technological initiatives.
      2. Membership:
        1. The chair, who shall be an Associate of the ACLCP, elected by the member libraries.
        2. Members (a minimum of four) who will be selected by the chair.
      3. Meetings: At least two times per year.
  4. Ad Hoc Committees
    1. Purpose: Handle matters of the Association and resolve issues that are of a one-time nature and do not fall within the purview of any Standing Committee. The President shall determine the purpose and charge the committee upon establishment.
    2. Membership:
      1. The chair, appointed by the President
      2. Associates of the ACLCP whose number and expertise shall be determined by the matter to be handled.
    3. Terms of Office:
      1. Terms of office shall be for the life of the committee.
      2. At establishment, the committee shall be given a definite deadline for action by the President that shall determine the date of dissolution.

ARTICLE VII — DISCUSSION GROUPS

  1. Purpose
    1. Provide a forum for Associates with common interests or responsibilities to share information and concerns.
    2. Develop ideas for actions or programs to be referred to the Executive Committee.
  2. Formation: Discussion Groups can form at any time by requesting recognition from the Executive Committee. The Discussion Group members will designate a chair who will report annually to the ACLCP Secretary on the group's activities and attendance by the end of the fiscal year.

ARTICLE VIII — ELECTIONS

  1. Vice President/President Elect: The Vice President/President Elect shall be elected by the Governing Board from its membership by the end of April of each year.
  2. Officers, Members-at-Large of the Governing Board, and Standing Committee Chairs: the Secretary, Treasurer, Members-at-Large of the Governing Board, and Standing Committee Chairs shall be elected by the members according to the following procedure and schedule:
    1. The Nominations and Elections Committee Chair shall be appointed by the Executive Committee of the Governing Board at its first meeting of each fiscal year.
    2. The Nominations and Elections Committee shall try to secure at least two nominations for each office by February 15.
    3. The Nominations and Elections Committee shall prepare ballots and distribute them to the members by the end of February.
    4. Members shall poll their staffs for a majority selection for each open office and cast one vote per office per institution. Ballots shall be returned to the Nominations and Elections Committee Chair by March 31.
    5. The Nominations and Elections Chair shall tally the votes and report the results to the President by April 15.
    6. The President shall inform the members of the new officers by April 30.

ARTICLE IX — CONDUCT OF BUSINESS AND MEETINGS

  1. Quorum: A quorum shall be representation by two thirds of the members at meetings of all bodies of the Association. No business shall be conducted unless a quorum is present.
  2. Majority
    1. Except for admission of new members, revision of these Bylaws, and dissolution of the Association, votes shall be decided by a simple majority of those voting.
    2. Admission of new members, dissolution of the Association, and revision of these Bylaws require approval by two thirds of the members of the Association.
  3. Parliamentary Authority
    1. The latest revision of Robert's Rules of Order shall be the parliamentary authority on matters not covered by these Bylaws.
    2. The Parliamentarian of the Association shall be called upon to resolve parliamentary issues.
  4. Member Forums
    1. Member Forums shall be open to all Associates for exchange of ideas on the policies, programs, and direction of the ACLCP.
    2. They shall be held at least twice each year as part of the General Meetings of the Association.
    3. The President of the ACLCP shall preside.
    4. Officers and committee chairs shall report on their activities and progress as necessary.

ARTICLE X — AMENDMENTS

  1. Procedure
    1. Proposed amendments to these Bylaws shall be presented to the Governing Board for consideration, clarification, and revision.
    2. The President shall send a ballot containing the final versions of proposed amendments to the members of the Association for their approval with a date by which the ballot must be returned to the President of the Association; the date shall be no less than one month later than the date of distribution.
    3. The President shall tally the results and report them to the Governing Board at its first meeting after the ballots are cast.
    4. Approved amendments become part of the Bylaws at the beginning of the fiscal year following adoption.
  2. Vote
    1. Each member of the Association shall have one vote on each amendment.
    2. Adoption of amendments shall require approval by two thirds of the members, and unreturned ballots shall be counted as positive votes.

ARTICLE XI — DISSOLUTION

  1. Procedure: The Associated College Libraries of Central Pennsylvania shall be dissolved if, after withdrawals, fewer than three members remain or if the members of the Association vote by a two-thirds majority to dissolve the Association. Dissolution takes effect at the end of the fiscal year.
  2. Distribution of Assets : In the event of the liquidation or dissolution of the Associated College Libraries of Central Pennsylvania, none of its property shall be distributed in liquidation to any member, trustee, officer, or individual, but the net assets of the Association remaining after payment and satisfaction of its proper liabilities shall be disposed of exclusively for the purposes of the Association through distribution to one or more organizations exempt from Federal income tax under section 501 [c] [3] of the Internal Revenue Code of 1986, as amended (or under the corresponding provision of any future United States Internal Revenue Law).

Adopted March 11, 1999 at ACLCP spring meeting, Bucknell University