BYLAWS
of
NEW MEXICO ACADEMIC AND
RESEARCH LIBRARIES
Article 1: Membership
Section 1. Qualifications. Any person or institution
interested in New Mexico academic or research librarianship shall be eligible
for membership in the Corporation. Members shall pay annual dues,
the amount of which shall be determined by recommendation by the Board
of Directors and subsequent approval by a majority of the membership.
Section 2. Responsibilities. Members shall actively
participate in Corporation activities, membership development, and annual
meetings, and shall vote on issues brought before the membership for that
purpose.
Section 3. Privileges. Members shall have the right
to vote on issues brought before the membership, including election of
the officers of the Corporation. In addition, members shall have
the right to serve on committees created by the Board of Directors and
shall receive a discount on fees for Corporation workshops and other activities.
Section 4. Notice of Meetings. The Secretary shall
give notice to all members of the date, time, place and nature of the business
to be transacted at each meeting by notice in writing mailed, postage prepaid
or electronically mailed, not later than fifteen (15) days before the day
set for the meeting and addressed to each member’s last known address as
listed in the records of the Corporation. No notice of the time,
place, or purpose of any meeting need be given to any member who, in writing
executed and filed with the records of the meeting before or after the
holding thereof, waives such notice or attends the meeting.
Section 5. Annual Meeting. The annual meeting of
the membership for the purpose of transacting any business that may properly
come before the membership shall be held at a time and a place to be determined
by the Board of Directors.
Section 6. Special Meetings. Special meetings of
the members may be called at any time by the president, by the Board of
Directors, or by a petition in writing signed by not fewer than ten percent
(10%) of the members of the Corporation and filed with the Secretary.
Section 7. Quorum and Voting. Each member of the
Corporation shall be entitled to one vote. Proxy votes shall be counted
in determining the presence of a quorum. Proxy votes must be received
in writing prior to the meeting. At every meeting of the membership,
a quorum shall consist of ten percent (10%) of the members eligible to
vote. Unless otherwise specified in these bylaws, where a quorum is present,
the majority vote of those present at a meeting together with proxy votes
received prior to the meeting will prevail in all matters.
Article II: Officers
Section 1. Officers. The officers of the Corporation
shall be a President, Vice-President/President-Elect, Past-President and
Secretary/Treasurer. The Board of Directors may, from time to time, appoint
such other officers as it deems necessary.
Section 2. Qualifications. All officers shall be
members of the Corporation. In addition, the President, Vice-President/President-Elect
and Past President shall be current members of the Association of College
and Research Libraries (ACRL).
Section 3. Election. All officers shall be elected
by a majority of the members, and each officer shall serve until a successor
is elected and qualified. Officers shall assume their respective offices
in July following the annual meeting. The members shall be sent a mail
ballot thirty (30) days prior to the annual meeting, and completed ballots
must be received no later than five (5) days prior to the annual meeting.
The Secretary shall mail the ballots to each member’s last known address
as listed in the records of the Corporation.
Section 4. Terms of Office. The Vice-President/President-Elect
shall be elected annually to serve one (1) year as Vice-President/President-Elect,
one (1) year as President, and one (1) year as Past President. The
Secretary/Treasurer shall be elected in odd-numbered years to serve a two-year
term.
Section 5. Removal. Any officer may be removed by a vote
of the majority of the Board of Directors followed by a vote of the majority
of the members of the Corporation. The Board of Directors shall designate
a member of the Board to coordinate a referendum vote among the members.
The Board will coordinate with the individual so designated to word the
referendum. The removal of an officer shall be without prejudice
to the contract rights, if any, of the officer so removed. Election
or appointment of an officer or agent shall not of itself create contract
rights.
Section 6. Vacancy. If the office of Vice-President/President-Elect
is vacated before the expiration of a term, the Board of Directors shall
organize a special election among the membership not later than thirty
(30) days after the date the office is vacated. If the office of
President is vacated before the expiration of a term, the Vice-President/President-Elect
shall assume the office of President and the Board of Directors shall organize
a special election as described above to fill the office of Vice-President/President-Elect.
If the office of Treasurer/Secretary is vacated before the expiration of
a term, the President shall appoint a replacement to serve until the annual
meeting of the membership, at which time a Treasurer/Secretary shall be
elected pursuant to Section 3 (above).
Section 7. Powers and Duties.
The President’s powers and duties shall include:
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Signing all contracts and other instruments authorized by the Board of
Directors.
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Representing the Corporation at the ACRL Chapters Council at the American
Library Association Annual Conference and Midwinter meeting.
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Preparing and submitting a written annual report to ACRL and the Corporation
membership.
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Presiding at meetings of the Board of Directors and the membership.
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Appointing members to the Board of Directors, in consultation with the
Vice-President/President-Elect.
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Appointing members to committees established by the Board of Directors.
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Promoting Corporation membership.
The Vice-President/President-Elect’s powers and duties shall
include:
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Assuming the duties of the President in her or his absence.
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If asked to do so, representing the Corporation at the ACRL Chapters Council
at the American Library Association Annual Conference and Midwinter meeting
in lieu of the President.
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If the presidency becomes vacant during a term, assuming that office.
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Consulting with the President to appoint members to the Board of Directors.
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Planning Corporation activities.
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Promoting Corporation membership.
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Assuming other duties that may be assigned from time to time by the Board
of Directors.
The Past President’s powers and duties shall include:
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Nominating individuals for the annual election of officers. May appoint
committee to assist in this process.
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Promoting corporate membership.
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Assuming other duties that may be assigned from time to time by the Board
of Directors.
The Treasurer/Secretary/Membership Chair’s powers and duties
shall include:
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Keeping minutes of all meetings of the membership and the Board of Directors
or designating a representative to keep such minutes.
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Maintaining a file of the official documents and records of the Corporation
as directed by the Board of Directors or designating a representative to
maintain such files and records.
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Mailing or electronically mailing notices of all meetings to the membership
and the Board of Directors or designating a representative to mail such
notices.
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Overseeing the collection of all moneys due, including dues, program fees
and other contributions.
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Acting as custodian of these moneys and insuring that they are deposited
in a bank designated by the Board of Directors.
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Overseeing the disbursement of the corporate moneys in accordance with
the organizational budget or upon order of the Board of Directors.
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Signing checks or designating a representative to sign checks.
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Insuring that books and ledgers are maintained as directed by the Board
of Directors.
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Preparing periodic financial statements and presenting such statements
to the Board of Directors and membership on request or designating a representative
to prepare and present such reports.
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Promoting Corporation membership.
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Maintaining and editing the membership roster.
Article III: Board of Directors
Section 1. General Powers. The affairs of the Corporation
shall be managed by a Board of Directors consisting of not less than five
(5) nor more than fifteen (15) directors, as may be determined from time
to time by a majority of the current directors on the Board of Directors.
Section 2. Responsibilities. The duties of members
of the Board of Directors shall be as provided in Section 53-8-25.1, NMSA
1978 (1995 Cum. Supp.). In addition, members of the Board shall assume
a major role in the management of the Corporation by performing duties
such as chairing committees, maintaining the membership roster, serving
as archivist, or assuming other responsibilities as determined by the Board.
Section 3. Qualifications. Directors shall be members
of the Corporation.
Section 4. Board Composition. The Board of Directors
shall consist of at least one (1) representative each from the following
New Mexico institutions: a private college, a public two-year institution,
a public four-year institution, a public institution with graduate programs,
a research/special library and a non-MLS library staff. In addition,
the officers of the Corporation shall serve as directors for the duration
of their offices.
Section 5. Election. In consultation with the Vice-President/President-Elect,
the President of the Corporation shall appoint no more than three (3) directors
annually, subject to the limitations described in Section 1 (above) and
in the Articles of Incorporation. The officers of the Corporation
shall be elected by the membership pursuant to Article II, Section 3 (above).
Section 6. Terms of Office. The initial members
of the Board of Directors shall serve the following terms: one (1) director
shall serve for a three (3) year term, five (5) directors shall serve for
a two (2) year term, and three (3) directors shall serve for a one (1)
year term. Thereafter, the directors appointed by the President shall
be serve for two (2) year terms and shall assume their positions at the
annual meeting of the membership. The officers of the Corporation
shall serve on the Board of Directors for the duration of their offices.
Section 7. Removal. Any director may be removed by
a vote of the majority of the Board of Directors followed by a vote of
the majority of the members of the Corporation. The Board of Directors
shall designate a member of the Board to coordinate a referendum vote among
the members. The Board will coordinate with the individual so designated
to word the referendum.
Section 8. Vacancies. With the exception of the officers
of the Corporation, the acting President shall fill vacancies occurring
on the Board for any reason. A director elected to fill a vacancy
will serve for the remainder of the vacant term.
Section 9. Calls and Notices. The Board of Directors shall
meet on call by the president or on written request filed with the secretary
by at least fifty percent (50%) of the current directors. Not fewer
than fifteen (15) days prior to each meeting, notice to each director of
the date, time and place of such meeting shall be mailed, postage prepaid
or electronically mailed to each director’s last known address as listed
in the records of the Corporation. Alternately, notice may be given
by telephonic communication not later than five (5) days prior to each
meeting. No notice of the time, place, or purpose of any meeting
need be given to any director who, in writing executed and filed with the
records of the meeting before or after the holding thereof, waives such
notice or attends the meeting.
Section 10. Meetings. The Board of Directors shall
meet at least twice a year. The Board of Directors shall keep minutes
of its meetings and a full account of its transactions.
Section 11. Quorum and Voting. At every meeting of
the Board of Directors, a quorum shall consist of one-third (1/3) of the
current directors serving on the Board of Directors. There shall
be no voting by proxy. Unless otherwise specified in these bylaws,
where a quorum is present, the majority vote of those present at a meeting
will prevail in all matters.
Section 12. Compensation. Directors shall receive
no compensation for their services as such but may, by resolution of the
Board of Directors, be allowed reimbursement for their expenses actually
and reasonably incurred on behalf of the Corporation.
Section 13. Informal Action by Directors. Any action of
the directors may be taken without a meeting if a consent in writing setting
forth the action taken is signed by all directors and filed with the minutes
of the Corporation.
ARTICLE IV: Committees
Section 1. Composition and Qualifications. All members
in good standing are eligible for membership in committees. The President
shall appoint members of committees. Each committee shall include
at least two (2) directors.
Section 2. Formation of Committees. Committees may
be created by the Board of Directors, or by a petition in writing signed
by not fewer than ten percent (10%) of the members of the Corporation and
filed with the Secretary.
Section 3. Powers and Responsibilities. The Board
of Directors may authorize committees to exercise any powers of the Board
except any which have been expressly reserved by resolution of the Board,
these bylaws or the New Mexico Nonprofit Corporation Act. Each committee
shall elect a Chairperson, who shall be responsible for presiding over
the Committee meetings and for providing regular reports on Committee activity
to the Board of Directors and the membership.
Section 4. Limitations on Authority of Committees.
As prohibited by the New Mexico Nonprofit Corporation Act, a committee
shall NOT have the authority to:
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Amend, alter or repeal the bylaws of the corporation;
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Elect, appoint or remove any member of any committee or any director or
officer of the Corporation;
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Amend or restate the articles of incorporation of the corporation;
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Adopt a plan of merger or plan of consolidation with another corporation;
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Authorize the sale, lease, exchange or mortgage of all or substantially
all of the property and assets of the corporation;
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Authorize the voluntary dissolution of the corporation or revoke proceedings
therefor;
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Adopt a plan for the distribution of assets of the corporation; or
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Amend, alter or repeal any resolution of the board of directors which by
its terms provides that it shall not be amended, altered or repealed by
the committee.
Article V: Financial Affairs
Section 1. Fiscal Year. The fiscal year of the Corporation
shall be September 1st to August 31st.
Section 2. Bank Accounts. The funds of the Corporation
shall be deposited in one or more banks or financial institutions as designated
by the Board of Directors. All checks shall be signed by such officer
or officers as the Board may from time to time designate.
Section 3. Insurance. The Board of Directors shall secure
insurance to protect the Corporation, the Board of Directors and the officers
from liability.
Article VI: Indemnification
In accordance with the provisions of Section 53-8-26, NMSA 1978 (1995
Cum. Supp.), each officer and directors of the Corporation shall be indemnified
against reasonable expenses, costs and attorney’s fees actually and reasonably
incurred by her or him in connection with the defense of any action, suit
or proceeding, civil or criminal, in which she or he is made a party by
reason of being or having been a director or officer. Such indemnification
shall include amounts reasonably paid to satisfy a judgment or compromise
or to settle a claim. The officer or director shall not be indemnified
if she or he shall be adjudged to be liable on the basis that she or he
has breached or failed to perform the duties of her or his office and the
breach or failure to perform constitutes willful misconduct or recklessness.
Article VII: Amendments
Alteration, amendment or repeal of these bylaws may be initiated by
a member of the Board of Directors or by a petition in writing signed by
no less than ten percent (10%) of the members of the Corporation and filed
with the Secretary. The Board of Directors shall subsequently approve the
alteration, amendment or repeal by an affirmative vote of at least a two-third
(2/3) majority.
CERTIFICATE
We, the undersigned, President and Secretary of New Mexico Academic
and Research Librarians, a nonprofit corporation, organized and existing
under the laws of the State of New Mexico, hereby certify that the foregoing
bylaws were adopted by the Board of Directors of the Corporation at its
meeting on ___________________, to become effective immediately upon filing
with the office of the Corporation Bureau of the Public Regulation Commission
of the State of New Mexico.
_________________________
President
_________________________
Secretary
Filed with the office of the Corporation Bureau of the Public Regulation
Commission of the State of New Mexico on ______________________.
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