Constitution & Bylaws

ARTICLE I: NAME

The name of this organization shall be the Memphis Area Library Council.

ARTICLE II: PURPOSE

Section 1.

The Memphis Area Library Council seeks to foster and promote cooperation among the libraries, to initiate programs and projects that are mutually beneficial, and to further continue education for the benefit of all MALC members.

Section 2.

The Council is a non-stock, non-profit organization operating exclusively for said purposes. No part of the net earnings of the Council shall inure to the benefit of any individual. No officer, member, or designee of a member shall, such as, receive compensation except that reasonable compensation may be paid for services of employees of the Council.

ARTICLE III: MEMBERSHIP

Section 1.

Membership in the Memphis Area Library Council shall consist of two categories: Category One and Category Two.

  1. Category One
    1. a. Libraries in the Memphis area that support the purpose of the Council. (Library shall be defined here to mean an organized collection, with a person responsible for the collection, and a defined user group.)
    2. b. Category One membership will be proffered upon recommendation of a Category One member, with a subsequent simple majority approval by current Category One members.
      1. In voting on Membership Proposals and Officer Elections, each Category One member carries one vote which is applied by the authorized voting representative
      2. Annual dues for Category One membership shall be based on the total library budget (including salaries/operating/materials). Annual dues are renewable in July of each year.
      3. Up to $50,000
      4. $35
      5. $50,001 – $250,000
      6. $50
      7. $250,001- $400,000
      8. $70
      9. $400,001 – $750,000
      10. $90
      11. $750,001 and above
      12. $110
    3. Category One membership shall allow each member institution’s library leadership to appoint authorized representative(s) to attend each MALC meeting (September; November; January; March; May). Category One representation is based upon the library’s total budget (including salaries/operating/materials).
    4. Up to $50,000
    5. 1 representative
    6. $50,001 – $400,000
    7. 2 representatives
    8. $400,001 – and above
    9. 3 representatives
    10. Category One members shall send the names/addresses of authorized representative(s) – designating one representative who carries the voting privilege for all Category One Membership Proposals and Officer Elections – to the MALC Secretary in July of each year.
      1. Proxy voting privileges may be assigned for a particular meeting, upon written notification of the assignment to the MALC President prior to the meeting.
  2. Category Two
    1. Personal membership shall be extended to any interested party. (Former authorized representatives who no longer serve in that capacity are invited to become a Category Two member.)
    2. Annual dues for Category Two members shall be $10.00 per year, renewable in July of each year.
    3. Benefits which accrue to personal members include: entrance to MALC After Hours; registration for MALC Staff Development workshops; and entrance to Joint meeting of MALC/Mid-South Chapter of the Special Libraries Association.

ARTICLE IV: OFFICERS

Section 1.

Officers of the Memphis Area Library Council shall be a President, Vice-President/President-Elect, a Secretary, and a Treasurer.

  1. Terms for all officers shall be two years, July – June.
  2. Consecutive terms are allowable for Secretary and Treasurer and all persons who have previously served may serve again, of the membership so votes.

Section 2.

Election of officers will be held at the May meeting each year, following the presentation of the slate of nominees by the Nominating Committee.

  1. Each authorized representative carries one vote in the election of officers.
  2. A simple majority of votes cast is required for the election of each officer.

Section 3.

The President shall:

  1. Be the presiding officer at all meetings and shall set the agenda for all meetings, conduct the meetings according to established parliamentary procedures, and authenticate by signature all acts, orders, and proceedings of the meetings.
  2. Appoint all Committees of the Council.
  3. In the event that the President shall take permanent employment outside the Memphis area or shall be absent from the area for three or more months consecutively during the term of office, or in the event of the physical incapacity or death of the President, the Vice President/President Elect shall become President for the unexpired duration of the term. Upon completion of service of the unexpired term of the President, the Vice President/President Elect will complete the full term of office for which he/she was elected if the unexpired term of the president is six months or less. If the unexpired term of the President is more than six months, the original full term of office of the Vice President/President Elect need not be completed.

Section 4.

The Vice-President / President-Elect shall:

  1. Be responsible for planning the programs for Council meetings during his/her term of office as Vice-President / President-Elect.
  2. Serve as the presiding officer of the Council in the absence of the President.
  3. A vacancy of the office of Vice President/President Elect shall be filled for the remainder of the service year in which the vacancy occurred by appointment of the Executive Committee. An appointed Vice President/President Elect may be nominated for a full term at the end of the appointment year.

Section 5.

The Secretary shall:

  1. Keep records of all the proceedings of the organization.
  2. Maintain the official membership roll.
  3. Distribute notices of upcoming meetings, with attached copy of the minutes of the preceding meeting, to each member of Council. (Email shall be the chosen method of distribution.)
  4. Maintain a file of Committee reports.
  5. Bring a copy of the Constitution/Bylaws and Committee assignments to each meeting.
  6. In the absence of the President and Vice-President, the Secretary shall preside during the meeting.
  7. A vacancy of the office of Secretary shall be filled for the unexpired term by appointment of the President, with the approval of the Executive Committee.

Section 6.

The Treasurer shall:

  1. Have custody of the finances of the Council and shall maintain a record of said finances.
  2. The Council fiscal / membership year shall be July – June.
  3. Send invoice/renewal notices to all members (both Category One and Category Two) in June of each year.
  4. Present a Council financial report at each meeting.
  5. A vacancy in the office of Treasurer shall be filled for the unexpired term by appointment of the President, with the approval of the Executive Committee.

ARTICLE V: MEETINGS

The Memphis Area Library Council shall meet at least five times each year during the period September to May, at a time and place designated by the officers of the Council.

ARTICLE VI: COMMITTEES

Section 1.

There shall be the following standing committees:

  1. Executive Committee

Section 2.

The The Executive Committee shall be comprised of the elected officers of the MALC, and shall be the decision-making locus for all matters affecting the MALC.

Section 3.

The Council President shall appoint all Committee members, other than the Executive Committee.

ARTICLE VII: ARCHIVES

The officers of the Council shall deposit all official records in the archives, which are maintained in the Special Collections Department of The University of Memphis Libraries.

ARTICLE VIII: DISSOLUTION

Should future exigencies make the dissolution of this organization necessary, the properties of the Memphis Area Library Council shall be disposed of by gift to the University of Memphis Libraries for the exclusive purpose of preserving, developing and maintaining the Memphis Area Library Council archives.

ARTICLE IX: PARLIAMENTARY AUTHORITY

The current edition of Robert’s Rules of Order Newly Revised shall govern the Council in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the council may adopt.

ARTICLE X: AMENDMENT OF BYLAWS

These Bylaws can be amended at any regular meeting of the Council by a two-thirds vote of votes cast, provided that the amendment has been submitted in writing at the previous meeting.

Adopted January 1973

Amended January 9, 1974

Amended May 14, 1975

Amended September 10, 1975

Amended March 8, 1978

Amended March 14, 1979

Amended January 14, 1981

Amended May 11, 1988

Amended March 14, 1990

Amended May 11, 1993

Amended May 19, 1993

Amended May 13, 1998

Amended May 14, 2003

Amended May 11, 2005