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Article 1
Name and Offices
Sec. 1. Name. The name of the corporation is the Collaborative
Summer Library Program, hereinafter sometimes referred to as “CSLP.”
Sec. 2. Offices. CSLP shall have and continuously maintain a
registered office and registered agent whose office is identical
with such registered office, and may have other offices within or
without the State of Incorporation as the Board of Directors may
from time to time determine.
Article 2
Purpose
The purpose of CSLP shall be to procure materials for a flexible
summer library program:
1) to develop children’s interests in reading for pleasure,
2) to encourage and motivate children to improve their reading
skills,
3) to encourage use of all library resources,
4) to increase awareness of libraries,
5) to provide a tax-exempt charitable organization to promote
library programming.
Article 3
Membership
Sec. 1. Membership Eligibility. Only public
libraries, as defined by the Federal State Cooperative System, are
eligible for full and unrestricted membership in CSLP.
According to FSCS a public library is defined
as an entity that is established under state enabling laws or
regulations to serve a community, district, or region, and that
provides at least the following:
- An organized
collection of printed or other library materials or a
combination thereof;
- Paid staff;
- An
established schedule in which services of the staff are
available to the public;
- The
facilities necessary to support such a collection, staff and
schedule; and
- Is supported
in whole or in part with public funds.
Sec. 2. Voting
Members. CSLP shall have one class of voting members that have the
rights and obligations of members under the Revised Iowa Nonprofit
Corporation Act. The voting members shall be called the “State
Members.” Any state or regional library system is eligible to become
a State Member; provided, however, pursuant to Section 3.3 each
state shall be represented through only one representative (the
“State Representative”) who has the right to vote on membership
matters. An eligible state or agency may become a member by paying
the membership dues set forth in this Article 3, in addition to any
other membership requirements established by the Board of Directors
from time to time. Employees of public libraries or library
agencies, who are approved by their State Member consistent with
this Article 3 shall have the right to participate in CSLP as
“Individual Delegates” but shall not have the rights and obligations
of membership. School library media centers, family literacy
programs, childcare centers, hospitals, military bases, and other
organizations can participate in local CSLP programs and events only
in partnership with the State Member or a public library currently
included in the State member dues.
Sec. 3. Membership
Management and Representation. Multiple library systems within a
state may participate as State Members in CSLP; however, each state
shall designate one person to serve as the State Representative for
that state. The State Representative will serve as the contact
person for that state and shall hold the sole voting authority for
that state, unless that authority is delegated by proxy consistent
with Section 6.5. The process for managing multiple memberships and
determining a State Representative shall be determined by each state
and may be managed by the state library agency, the state library
association, or another single entity representing the public
libraries of the state but such processes shall be consistent with
the policies set forth in the CSLP Organizational Handbook.
Sec. 4. Dues
Assessment. Dues for State Members shall be determined by the Board
of Directors using a formula based on stationary outlet as defined
by FSCS. The Board of Directors shall review the dues formula
annually and revise it from time to time. Dues must be paid by the
date set by the Board of Directors in order to be a member in good
standing and have the privileges of membership, including the right
to vote.
Sec. 5. Individual
Delegates. Individual Delegates, with the permission of the State
Member, may attend the Annual and Special Meetings, be elected to
office, serve on the Board of Directors and committees, and
participate in the CSLP electronic discussion list, but have no
voting rights, unless granted proxy, as set forth in Section 6.5.
Article 4
Governance/Board of Directors
Sec. 1. General Powers. The management, control and operation of the
affairs and properties of CSLP are vested in the Board of Directors
of CSLP (the “Board”). The Board is responsible for planning,
coordinating, communicating and managing all Organization
activities.
Sec. 2. Composition and Election of the Board. The Board shall
consist of the officers of CSLP, as set forth in Section 5.1 and the
chairs of standing committees, as set forth in Section 7.2 (the
“Directors”). The officers and committee chairs, which will
constitute the Board, shall be elected each year at the Annual
Meeting from the slate of candidates presented by the Nominating
Committee, as prescribed in Section 4.3. Additional qualifications
for Directors and criteria for the selection process may be
established from time to time by the Board. A representative of the
Administrative Services Agency shall serve as a non-voting member of
the Board of Directors, and as such, shall attend all regular and
special meetings, but shall have no voting privileges.
Sec. 3. Nominating Committee. No later than February 1 of each year,
the President shall appoint a Nominating Committee consisting of a
chair and four members, giving consideration to geographical
diversity. The Nominating Committee shall create a slate of officers
and committee chairs to present for election at the Annual Business
Meeting. The Nominating Committee shall consider recommendations
made by the State Representatives and Individual Delegates and shall
take into account the criteria for the officers and committee chairs
set forth in Sections 5.3 and 7.3 , respectively. The Nominating
Committee shall present its slate of candidates, together with a
list of Additional Nominations, pursuant to Sec. 4.4, to State
Representatives one week prior to the Annual Meeting of members.
Sec. 4. Additional Nominations. Additional candidates may be added
to the slate of nominees by self-nomination or nomination by any
State Representative or Individual Delegate. A nomination by a State
Representative or Individual Delegate must include a written
statement by the nominee agreeing to be a candidate. Names of
additional candidates must be submitted to the Nominating Committee
at least three (3) weeks prior to the Annual Meeting of members.
Sec. 5. Vacancies. A vacancy occurring on the Board shall be filled
until the next Annual Business Meeting by action of the Board of
Directors.
Sec. 6. Removal from Office. Any officer or committee chair may be
removed from their position and from the Board by the approval of
two-thirds of all Directors.
Sec. 7. Regular and Special Meetings. Regular meetings of the Board
of Directors shall be held a minimum of four times throughout the
year. The place and date of the meetings shall be fixed by the
President. The agenda of all regular meetings of the Board of
Directors shall be determined by the President and shall include all
items submitted by members of the Board of Directors. Special
meetings of the Board of Directors may be called by the President,
or by at least two Directors of CSLP at such time and place as the
Directors calling the meeting may specify.
Sec. 8. Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting
of the Board, provided that if less than a majority of the Directors
are present, those Directors present may adjourn the meeting from
time to time without further notice.
Sec. 9. Manner of Acting. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act
of the Board of Directors except where otherwise provided by law or
by these Bylaws.
Sec. 10. Compensation. Directors shall not be paid compensation for
their services as Directors provided that nothing herein contained
will be construed to prohibit payment of compensation to an
individual who serves as a Director for services rendered to CSLP in
another capacity.
Sec. 11. Meetings by Electronic Means of Communication. Members of
the Board of Directors or any committee of the Board may conduct any
regular or special meeting by use of telecommunication provided that
all participating directors may simultaneously hear other’s
communications during the meeting. Before the commencement of any
business at a meeting at which any directors do not participate in
person, all participating directors shall be informed that a meeting
is taking place at which official business may be transacted.
Participation in such manner shall constitute presence in person at
such meeting for the purposes of these Bylaws. Pursuant to Section
4.11, unanimous written consent of the Directors must be obtained in
order for the Board to act through E-mail in lieu of a meeting.
Sec. 12. Unanimous Written Consent. Any action that may be taken at
a meeting of the Board of Directors, may be taken without a meeting
if a consent in writing setting forth the action to be taken, is
signed by all Directors entitled to vote with respect to the subject
matter thereof. Any such consent signed by all Directors shall have
the same effect as a unanimous vote.
Sec. 13. Notice. Meetings must be preceded by at least forty-eight
hours notice to each director, or seventy-two hours notice if notice
is given by mail or private carrier. Written notice shall be deemed
given at the earlier of the time it is received or at the time it is
deposited with postage prepaid in the United States mail or
delivered to the private carrier. Notice may be given by E-mail.
Article 5.
Officers
Sec. 1. Elected Officers. The officers of CSLP shall be
President, President-Elect, Past-President, Secretary, and Treasurer
(the “officers”). The President-Elect and Secretary shall be elected
at each annual business meeting to hold office for a one-year term
beginning June 1 of the election year through May 31 the following
year. Unless otherwise determined by the State Members, the
President-Elect shall succeed to the office of President at the
conclusion of his/her term. Unless otherwise determined by the State
Members, the President shall succeed to the office of Past-President
at the conclusion of his/her term. Unless otherwise determined by
the State Members, the Treasurer shall be elected every odd calendar
year and shall serve for a term of two years. The officers shall be
elected at the Annual Meeting of the State Members and shall be
elected by written ballot.
Sec. 2. Term Limits. (a) The President may serve for one term,
unless otherwise determined pursuant to Section 5.2(b). The
Secretary and Treasurer may serve for two terms, unless otherwise
determined pursuant to Section 5.2(b). An individual who has served
as President-Elect, President, and Past-President, or any
combination of at least two of these offices, is not eligible to
serve as Secretary or Treasurer of the organization until the elapse
of two years. After the elapse of two years, an individual shall
become eligible again for election to any of the officer positions.
(b) The term limits set forth in Section 5.2(a) may be waived by the
affirmative vote of two-thirds (2/3) of the State Members.
Sec. 3. Eligibility. Any State Representative or Individual
Delegate, who has been authorized by the State Member consistent
with Section 3.5, may serve as an officer. Each officer must
represent a different state and meet any other criteria put forth by
the Board of Directors from time to time.
Sec. 4. Vacancies. A vacancy occurring in an office, with the
exception of the President, shall be filled until the next Annual
Business Meeting through election by the Board of Directors pursuant
to Section 4.4.
Sec. 5. Removal from Office. Any officer may be removed from office
pursuant to Section 4.5.
Sec. 6. President. The President shall preside at all meetings of
the members and the Board of Directors. The President shall have the
necessary authority and responsibility for the administration of the
affairs of CSLP subject only to such Bylaws as may be adopted and
such orders as may be issued by the Board of Directors. The
President shall advise and make recommendations to the Board of
Directors relating to the operation and long-range planning of CSLP.
The President shall sign any deeds, bonds, contracts or other
instruments which the Board of Directors has authorized to be
executed, and will perform all duties incident to the office of
President and such other duties as may be prescribed by the Board of
Directors.
Sec. 7. President-Elect. In the absence or inability of the
President, the President-Elect shall perform the duties of the
President and shall assume the office of the Presidency if the
President is unable to serve. Unless otherwise determined by the
Board, the President-Elect will succeed to the President following
his or her term as President-Elect. The President-Elect shall have
such duties as from time to time may be prescribed by the Board or
these Bylaws. The President-Elect shall assist the President in the
performance of his or her duties as the President directs, assist
the Administrative Services Agency and appropriate State
Representatives with arrangements for the Annual Business Meeting
and review the CSLP Organizational Handbook, presenting any issues
for consideration to the Directors at a regular meeting of the Board
of Directors.
Sec. 8. Past-President. The President succeeds to the
Past-President. The Past-President shall have such duties as from
time to time may be prescribed by the Board or these Bylaws. The
Past-President provides continuity between administrations.
Sec. 9. Secretary. The Secretary shall be responsible for the
records of CSLP; keep a record of all meetings of the Board of
Directors and of the general membership; and have such other powers
and perform such other duties as may be prescribed by the Board or
these Bylaws.
Sec. 10. Treasurer. The Treasurer shall be responsible for the
custody of the funds and securities of CSLP which will come into the
Treasurer’s hands. The Treasurer prepares the annual budget, makes a
financial report at all Board Meetings and the Annual Business
Meeting, advises the Board regarding other financial matters
affecting CSLP, has general powers and duties of the office of
Treasurer and performs such other duties as may be prescribed by the
Board of Directors or these Bylaws.
Sec. 11. Voting. All officers shall be Directors as defined in Sec.
4.2.
Article 6
Meetings of State Members
Sec. 1. Annual
Business Meeting. CSLP will hold one Annual Business Meeting, which
will be held at a date and place to be fixed by the Board of
Directors, typically in the month of April. A notice of this meeting
will be sent to all members of CSLP at least 30 days before the
meeting.
Sec. 2. Special
Meetings. Special meetings of the State Members may be held at the
call or the request of the President, a majority of the Board of
Directors, or the request of at least twenty percent (20%) of the
State Members. Notice of the time and place shall be given in
sufficient time for the convenient assembly of the State Members.
Sec. 3. Attendance.
The attendance at the Annual Business Meeting and any Special
Meeting is open to all State Representatives and Individual
Delegates. However, only the State Representatives shall have the
privilege of making motions, debating and voting.
Sec. 4 Voting. (a) State Representatives shall
be entitled to the votes assigned to the state through a modified
Senate model voting system, and set forth in Section 6.4(b).
Decisions relating to substantive and programmatic issues including
summer reading themes, incentives and manuals will be made using a
modified Senate model system, unless otherwise agreed upon by a
majority of the State Representatives using a one-vote-per-state
system. For decisions on issues relating to governance and
organizational issues, including the election of officers, amendment
of Bylaws or other CSLP organizational business, State
Representatives shall each have one vote. All matters submitted to
the State Representatives for single votes are determined by a
majority vote of those present and voting. Should a tie occur, the
first officer in the following list who is not a State
Representative, will cast the tie-breaking vote: President,
President-Elect, Past President, Secretary, Treasurer.
(b) When the modified Senate model voting
system applies pursuant to Section 6.4(a), each State Representative
shall be entitled to 3 votes, as approved by the Board of Directors.
Sec. 5. Proxies. At
all meetings of State Members, each State Representative may vote in
person or by proxy. The State Representative may appoint a proxy to
serve in his or her place if the State Representative cannot attend
any meeting. State Representative reserves the right to appoint a
proxy while the State Representative is in attendance at any
meeting. A written proxy is mandatory if a State Representative
gives voting privileges to a State Representative from another
state. Written proxy forms are available in the CSLP Organizational
Handbook.
Sec. 6. Quorum.
Except as otherwise provided in these Bylaws, at any annual business
meeting or special meeting of CSLP, a quorum shall consist of the
presence in person or by proxy of at least two-thirds (2/3) of the
State Representatives.
Sec. 7. Postponement
or Cancellation. In the event of an emergency, the President, with a
majority vote of the Board of Directors, may postpone or cancel any
meeting.
Sec. 8. Conduct of
Meetings. The President shall preside over all meetings of CSLP. The
Secretary shall keep the minutes of the meeting and record all
resolutions adopted at the meeting as well as recording all
transactions occurring at the meeting. The rules contained in the
latest edition of The Standard Code of Parliamentary Procedure
(Alice Sturgis) shall govern CSLP meetings in all cases to which
they are applicable and in which they are not inconsistent with
these Bylaws and any special rules of order CSLP may adopt.
Sec. 9 Action by
Written Ballot. In accordance with Section 504.708 of the Revised
Iowa Nonprofit Corporation Act, any action that may be taken by the
State Members may be taken without a meeting if CSLP delivers a
written ballot to each State Representative that sets forth the
proposed action and provides an opportunity to vote for or against
each proposed action. Approval by written ballot shall be valid if
the votes cast by ballot meets the quorum requirement and the number
of approvals equals or exceeds the number of votes that would be
required to approve the matter at a duly held meeting. All requests
for participation by written ballot must indicate all of the
following: a) the number of responses needed to meet the quorum
requirements; b) the percentage of approvals necessary to approve
each matter; and c) specify the time by which a ballot must be
received by CSLP in order to be counted. A written ballot may be
delivered and a vote may be cast on the ballot by electronic
transmission. An electronic transmission of a written ballot shall
contain or be accompanied by information indicating that a State
Representative authorized the electronic transmission.
Sec. 10. Notice of
meetings. Notice of a member meeting shall be given not less than
two (2) days, nor more than forty-five (45) days, before the date
scheduled for the meeting referred to in the notice; provided,
however, the State Representatives shall receive notification of
nominations consistent with Sec. 4.3. The President, with assistance
from the Secretary, shall mail or email to each State Representative
a notice of each annual and each special meeting, stating the time
and place of the meeting, and in the case of a special meeting, the
purposes of the special meeting.
Article 7
Committees
Sec. 1. Committees. There shall be standing and ad hoc committees as
deemed necessary by the Board of Directors.
Sec. 2. Standing Committees. Unless otherwise determined by the
Board, there shall be the following standing committees: Budget and
Finance, Children’s Manual, Marketing and Public Relations,
Membership, Technology, Teen Manual, and Vendor Relations. The
Budget and Finance Committee shall be chaired by the current
Treasurer of CSLP. The other committee chairs shall be elected
pursuant to Section 4.2.
Sec. 3. Committee Composition. The members of the committees shall
consist of volunteers from the State Representatives and Individual
Delegates. Except for the Nominating Committee, each committee shall
consist of at least three (3) persons. Further restrictions and
qualifications for committee composition are set forth in the CSLP
Organizational Handbook. No committee shall have a majority of its
members from any one state or region of the country. Representatives
and employees of the Administrative Services Agency may serve as
ex-officio members of all standing committees, but will have no
voting privileges on the committee. Representatives and employees of
the Administrative Services Agency may serve as ex-officio members
of ad hoc committees, as determined by the Board of Directors.
Sec. 4. Terms and Term Limits. With the exception of the chairs for
the Nominating and Budget and Finance Committees, committee chairs
may hold office for one-year terms, beginning June 1 of the election
year through May 31 of the following year. Committee chairs may
serve for four terms, unless otherwise determined by the Board of
Directors. The terms for committee members shall be three-years. A
committee member may serve on the same committee for two terms (for
a total of six years), unless otherwise determined by the Board or
until the elapse of two years since service on that committee.
Sec. 5. Requirements and Plans of Work. The requirements of
committees shall be set out in the guidelines for committees in the
CSLP Organizational Handbook. Plan of work shall be approved by the
Board of Directors prior to action by the committees.
Sec. 6 Interest Groups. Interest groups may be formed by State
Representatives and Individual Delegates to pursue any activity that
supports the purpose and the goals of CSLP. Interest groups must
apply by petition of no less than ten (10) State Representatives and
Individual Delegates and receive approval by the Board of Directors.
Further requirements of and policies regarding interest groups shall
be set out in the guidelines for interest groups in the CSLP
Organizational Handbook.
Article 8
Operations
Sec. 1. Organizational Handbook. An Organizational Handbook will be
created, maintained, and regularly reviewed, for the purpose of
setting forth the rules of procedure for the transaction of business
by the State Members, the Board of the Directors, committees and the
Administrative Services Agency, provided, however, that the Bylaws
and Articles of Incorporation control any conflicts between the
Handbook and the Bylaws or Articles of Incorporation.
Sec. 2. Administrative Services Agency or Executive Director. The
Board of Directors will contract with an Administrative Services
Agency (“ASA”) or establish the position of Executive Director to
provide administrative and financial management services for CSLP.
The ASA shall be retained through a competitive process and shall be
selected by the Board of Directors. Upon determination of the Board,
the contract with the ASA may extend beyond a one-year term. The
duties, responsibilities, and compensation of the ASA or Executive
Director shall be at the direction of the Board of Directors. A
representative of the ASA or the Executive Director shall receive
notice of and attend all meetings of the Board of Directors except
during those parts of meetings when the subject is the ASA or the
Executive Director or any issue related to the ASA or Executive
Director’s contract or employment, or when directed not to attend by
the President. The representative of the ASA or Executive Director
may participate in all discussions but shall have no vote.
Representatives of the ASA or the Executive Director may not serve
as a State Representative, or an officer, or a committee chair, or a
committee member, except in their ex-officio and non-voting capacity
as a representative of the ASA.
Article 9
Amendment of Bylaws
These Bylaws may be amended or repealed and new Bylaws may be
adopted by two-thirds of the State Representatives present at an
annual or special meeting, at which a quorum is present, provided
that notice of the meeting is given stating the proposed amendment,
repeal or new Bylaws to be considered.
Article 10
Indemnification
CSLP shall, to the fullest extent authorized by the Revised Iowa
Nonprofit Corporation Act, indemnify each Director and officer of
CSLP against reasonable expenses and against liability incurred by a
Director or officer in a proceeding in which he or she was a party
because he or she was a Director or officer of CSLP. These
indemnification rights shall not be deemed to exclude any other
rights to which the Director or officer may otherwise be entitled.
CSLP shall, to the fullest extent authorized by the Revised Iowa
Nonprofit Corporation Act, indemnify any employee who is not a
Director or officer of CSLP, to the extent the employee has been
successful on the merits or otherwise in defense of a proceeding,
for all reasonable expenses incurred in the proceeding if the
employee was a party because he or she was an employee of CSLP. CSLP
may, to the fullest extent authorized by the Revised Iowa Nonprofit
Corporation Act, indemnify, reimburse, or advance expenses of
Directors, officers, or employees.
Article 11
Transition Issues
The Amended and Restated Bylaws shall become effective immediately
upon the approval of the State Members. Upon adoption of the Bylaws,
the officers and committee chairs under these Bylaws will
immediately be elected and take office on the same day, consistent
with the following: 1) the officer called “Chairperson” under the
previous bylaws is equivalent to the position of President under
these Bylaws and move into the position of Past-President; 2) the
Secretary that is serving when the Bylaws are adopted will continue
in that role and be eligible to complete two full terms; 3) and the
terms shall extend through May 31, 2006, except for the treasurer,
whose term shall extend until May 31, 2007.
**The
Collaborative Summer Library Program (CSLP - a 501c3 nonprofit)
bylaws were revised and updated April 17, 2005. |
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