Bylaws
Article I. Purpose of the Association
Metrolina Library Association, Inc. is a 501(c)(6) 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. 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 2. 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
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. The President shall be an ex officio member of all committees. He/she may 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. The President shall oversee the Conference Committee and the annual conference of the Association..
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 overseeing elections of officers for the upcoming year. The Immediate Past President shall oversee the Membership Committee and the social events of the Association.
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 Board of Directors meetings and to make these minutes available to the full membership via the Association Website. The Secretary shall announce, compile, and report electronic correspondence related to Association business. The Secretary shall have general charge of the Association books and records, and oversees transmittal of Association documentation to the Records of the Metrolina Library Association, 1961-2006 or the Metrolina Library Association Digital Materials collection at UNC Charlotte. The Secretary shall assist with Membership Committee duties.
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 Board of Directors. The Treasurer is ex-officio member of all standing committees.
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. Marketing and Communication Director
The Marketing and Communications Director shall be responsible for promoting the activities of the Association and shall work with the Board of Directors to increase the membership of the Association. The Marketing and Communications Director shall determine, with input from the Board, the best way of promoting the organization. The Marketing and Communications Director is ex-officio member of all standing committees.
Section 3b. Webmaster
The Webmaster shall be responsible for site design and accuracy, updating the Web site contact information and program content. The Webmaster is ex-officio member of all standing committees.
Section 3c. At-Large Members
The At-Large members may represent the following types of libraries: public, school, academic, and special. At-large members are required to be active participants on at least one standing committee.
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. Regular meetings may consist of in-person or electronic formats.
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. Program Committee
This committee is comprised of volunteers and is overseen by a Chair appointed by the Board and shall be responsible for site selection, planning, and execution of all programs and Board meetings of the Association (except the Annual Conference).
Section 2. Conference Committee
This committee is comprised of volunteers and shall be responsible for site selection, planning, and execution of the Annual Conference of the Association. The committee shall include but not be limited to a Chair and Vice-Chair (appointed by the Board). The Vice-Chair will, upon appointment, serve on this committee for two years (one year as Vice-Chair, one year as Chair).
Section 3. Membership Committee
This committee is comprised of volunteers and overseen by a Chair (appointed by the Board) and shall be responsible for site selection, planning, and execution of membership drives and social events. This committee shall also maintain the membership database.
Section 4. Other Committees
The President, with approval of the Board, shall create ad-hoc committees as needed.
Section 5. 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 6. 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. 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 3. 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. 08/15/2018)