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BYLAWS & ORGANIZATIONAL MANUALArticle I. Name The name of this corporation shall be the Wisconsin Library Association, Inc. The Wisconsin Library Association, Inc. (hereinafter referred to as “WLA” or “Association”) is exclusively a non-profit corporation organized under Wis. Stats. Ch. 181 with the purpose of improving and promoting library and information services and practice for the people of Wisconsin. In achieving this purpose, WLA recognizes these broad responsibilities:
Section 1. Any individual, library, or institution interested in promoting the purposes of the Association may become a member by payment of the annual dues as determined by the WLA Board of Directors. The Board may establish subcategories of membership as needed. Only individual members may vote. Section 2. All members in good standing with WLA shall be members of the WLA Foundation, Inc. Section 3. The WLA Board may annually adjust dues based on the financial needs of the Association, using the percentage increase of the April CPI-U for the preceding twelve months as a guideline. Dues shall be payable on the anniversary of the month the member joined. Members who are lapsed members two months after their renewal date shall be dropped from the membership roll. Lapsed members may be re-instated upon payment of dues for the current year. Article IV. Officers and Elections Section 1. The officers of the Association shall be the Past President, President, and Vice-President, who shall also be President-elect, Secretary and Treasurer. Section 2. The officers of the Association shall perform the usual duties of their respective offices and such other duties as may be assigned them in the Bylaws or by action of the Board of Directors. Section 3. The President and President-elect shall serve for terms of one year and the Secretary and Treasurer shall serve for terms of three years. The election for the Secretary and Treasurer shall not be held in the same year. Officers serve from the first of January after their election or appointment through the following December 31st. Section 4. Vacancies in any elective office shall be filled by appointment by the Board of Directors, except in the office of President. A vacancy in the office of President shall be filled for the remainder of the term by the Vice-President, but this shall not prevent succession to the presidency for the following term. If the Vice-President is called upon to fill a vacancy in the office of President, the duties of the Vice-President shall be performed by the immediate Past President, and should both offices of President and Vice-President become vacant the immediate Past President shall fill the office of President for the remainder of the term and both a President and Vice-President shall be elected for the following term. Section 5. Nominations and Elections. Prior to each annual conference, the Committee on Appointments shall appoint a Nominations and Elections Committee of five members, no one of whom shall concurrently be a member of the Board of Directors, to serve in this capacity during the following calendar year. The Nominations and Elections Committee shall prepare a slate consisting of at least two nominees for each position to be filled in that year’s election. This slate, along with brief biographical notes on each candidate, shall be filed with the president and the newsletter editor of the Association and submitted to the newsletter editor for publication to the membership at least four months prior to the next annual conference. Additional nominations may be made to any elective office by filing with the president, not less than four months prior to the next annual conference, a petition of nominations signed by at least 25 individual members of the Association and accompanied by the written consent of the nominee. A ballot shall be provided to each individual member of the Association at least one month before the annual conference and shall be returned by the deadline stated on the ballot, which shall be no less than ten days before the date of that meeting. The candidate for each office receiving the largest number of votes shall be elected. In case of a tie vote, the determination shall be by lot. The election of the ALA Councilor shall be in the same manner as for WLA officers. Section 6. Recall of WLA officers and board members This petition must be signed by a number of current WLA members at least equal to 10% of the number who actually voted in the election of the officer or board member in question. This number is available from the WLA Office. All signers must be WLA members who would currently be eligible to vote for the position held by that officer or board member named in the petition in a regular election. The completed petition shall be submitted to the WLA Office. Within ten working days the WLA Office will verify that all signers meet the criteria in 6.B. above. The petitioners shall then present it to the WLA Board. If sufficient valid signatures are present, then the Board shall certify the petition and immediately notify by certified mail the officer or board member named in the petition. The officer or board member named in the petition shall be offered the opportunity to write a response within fifteen days to the charges contained therein. The petition, the response, and a ballot asking for a simple yes or no answer to the question of whether or not the officer or board member named in the petition shall be recalled will be sent from the WLA Office at WLA expense to all members eligible to vote for the position held by the officer or board member in question in a regular election. This mailing will constitute the only official WLA communication with the membership concerning the issue, and will be the only expense other than the specific Office, Board, and Committee activity required by this process which will be paid by WLA or its units with regard to the matter. All recall ballots must be received by the WLA Office by the end of the thirtieth day after the day on which the ballot was originally sent out in order to be considered valid. The WLA Nominations and Elections Committee shall count the valid ballots, and shall certify the results to the WLA Board. In the event that at least a simple majority of the votes received favor recall, and in the event that this number is at least as large as a simple majority of those who voted in the original election of the officer or board member in question, the officer or board member shall be considered removed from office at the time that certification of the recall election is received by the WLA Board. A replacement for the recalled officer or board member shall be selected in accordance with the WLA Bylaws. In the event that these conditions are not met, the recall shall have failed, no further action by WLA will be required or undertaken, and the incident will be considered closed. Article V. Meetings and Referenda Section 1. There shall be a regular annual conference and business meeting of the Association held at such time and place as may be determined by the Board of Directors. Notice of each such meeting shall be published at least six weeks prior to the date of the meeting. Special business meetings of the Association may be called by the Board of Directors. The call for any special business meeting must be published at least thirty days prior to the date of the meeting, and only such items of business may be transacted as have been specified in the call for the meeting. The members of the Association present at any regularly called annual or special meeting constitute a quorum. Section 2. Motions or resolutions which do not result from official WLA division, section, roundtable or committee action, and which have not been placed on the agenda by the Board of Directors at least 24 hours before the business meeting, can only be added to the agenda during the business meeting by the approval of two-thirds of the members present and voting. Section 3. No fee may be charged for any business or board meeting. Section 4. The Board of Directors may, at its discretion, authorize and conduct a vote by the membership of the Association on any question of Association policy or procedure. Notice of the vote and an exposition of the question to be decided shall be provided to the membership at least three weeks prior to the return of the ballot. The Board of Directors shall set the time limit during which votes will be recorded and appoint a committee to count and report the votes. Section 5. Any business meeting of the Association may, by resolution, require that a question under consideration be submitted to the membership, to be conducted by the Board of Directors, as provided in Section 4. Section 6. Any action by an Association business meeting may be set aside by a majority vote in which one-half of the members of the Association have voted. Such vote shall be held upon petition of not less than five percent of the individual members of the Association, submitted to the Board of Directors within six weeks after the action in question was taken. The action under consideration shall be suspended by the Board upon receiving notice that a petition is being prepared, and, if the petition is filed, it shall remain suspended until the result of the vote is determined. Section 7. Within 60 days from the date the petition is submitted, a ballot on which to record support or opposition to the board action shall be provided to the membership. The results of any vote shall be final and binding on the Association and shall not be again submitted to the Association, either in a business meeting or by ballot, within a period of one year. Article VI. Board of Directors Section 1. The WLA Board of Directors is the governing body of the Association. It shall conduct the business affairs of the Association, establishing and overseeing policies, procedures, and programs as necessary. It may create committees, units, or other groups as provided in these Bylaws, and may assign to each duties, responsibilities, and fields of activities. It shall keep membership informed on the affairs of the Association and shall report on its activities at each business meeting of the Association. Section 2. The Board of Directors may affiliate with or enter into cooperative arrangements with other library-interested organizations in the conduct of meetings or conferences or in the development and promotion of projects in line with the purposes and policies of the Association. Section 3. The Board of Directors shall consist of the officers of the Association, the ALA Councilor, and one representative from each of the divisions of the Association. The membership of each division shall elect a representative to serve on the WLA Board for a three-year term. Any section may have one voting seat on the WLA Board of Directors for a three-year period by submitting a written request to the Board. The request, either original or renewal, must be submitted by the date specified in the annual notification provided by the Committee on Organization. The membership of each section requesting a seat on the WLA Board shall elect a representative to serve a three-year term. Representation on the Board is dependent upon the section maintaining its section status. The Board of Directors may establish a seat on the board for any organization with which the Board has established a dual membership. The Board may approve or appoint to this seat one individual member who holds dual membership in WLA and that organization. The term of appointment shall be three years. Board members may be elected for two consecutive three-year terms. Section 4. Meetings of the Board of Directors may be called by the President at such times and places as the President may designate. Upon the written request of any three members of the Board, a meeting must be called. A majority of the members constitute a quorum for the transaction of business. Section 5. Members of the Board of Directors or any committee of the Board may participate in a meeting by telephone or other communication technology in accordance with Wis. Stats. 181.0820(3) or any successor thereto and participation in such manner shall constitute in person attendance at such meeting for the purposes of these Bylaws. Section 6. Voting rights of a director shall neither be delegated to another nor exercised in proxy. Section 7. There shall be an Executive Committee of the Board, to consist of the President, Vice-President/President-Elect, Past President, Secretary and Treasurer. The WLA Executive Director shall serve as a non-voting member. The Executive Committee shall meet at the call of the President and shall be empowered to act on behalf of the Board of Directors as specifically authorized by policy or Board action or in an emergency. The Executive Committee shall report all actions to the Board of Directors at the Board’s next meeting. Section 8. Association funds shall be expended only upon authorization by the Board of Directors. At the beginning of each calendar year, the Board shall prepare and adopt a budget based upon formulas it may adopt, demonstrable needs of ongoing and planned programs and the anticipated availability of funds. This budget shall assign to each officer, committee, division, section and roundtable of the Association the funds it may expend during the year. The budget, subject to later revision as conditions may require, constitutes Board authorization in the amounts and for the purposes specified. Section 9. The Board of Directors shall establish procedures for the receipt and disbursement of Association funds. It may provide for bonding of the Treasurer, with premiums to be paid by the Association. Section 10. The Board of Directors shall provide for a formal audit of the accounts of the Treasurer every three years. The Board of Directors may provide for special audits at other times. Results shall be reported to the membership, detailing receipts and expenditures for the year and explaining the fiscal status of the Association. Article VII. Committees, Appointees, Representatives Section 1. Composition and Appointment
Section 2. Standing Committees
Section 3. Special Committees
Section 4. Task Forces. The Board of Directors may set up task forces for the performance of special tasks not in the field of any other Association committee. It shall determine the size and composition of such task forces, and the President shall appoint the members subject to approval by the Board. A task force may continue beyond a second year only by action of the Board. Section 5. Appointees and Representatives. Annually, the Committee on Appointments shall designate specified special appointees and representatives. The term of appointment shall be specified by the WLA Board of Directors. Section 6. No committee, appointee or representative shall incur expense on behalf of the Association except as authorized by the Board of Directors; nor shall any committee commit the Association by any declaration of policy or any statement to the public without having first secured the approval of the Board of Directors. A unit is defined as any group (division, section, or round table) that governs itself in accordance with WLA Bylaws. Section 1. Divisions. The purpose of a division is to promote the development of libraries, library services and librarianship within and for a particular type of library. The divisions of the Association shall be: (1) academic librarians, (2) public librarians, (3) public library trustees, friends and advocates, and (4) special librarians.
Section 2. Sections. The purpose of a section is to explore, develop and share knowledge about particular functions or issues related to the library profession or workplace that have relevance for all types of libraries. A section may be created by the Association 1) upon submission to the Committee on Organization the official WLA Petition Form containing not fewer than 75 signatures representing members from two or more divisions, provided the activity it intends to promote is clearly inter-divisional in nature; and 2) Upon a majority vote of the WLA Board of Directors to approve creation. The continuation of a section shall be dependent upon its vitality as demonstrated by its activity programs (see Section 2B), having at least 100 persons electing membership in it at the end of 2 years and subsequently, and its election of a chairperson every year after the first anniversary of its formation. The WLA Board has the authority to dissolve sections that do not meet these requirements.
Section 3. Round tables. The purpose of a round table is to explore, develop and share knowledge about particular functions or issues related to the library profession or workplace that have relevance for all types of libraries, which, by reason of fewness in number, cannot qualify for status as a section. A roundtable may be created by the Association 1) upon submission to the Committee on Organization the official WLA Petition Form containing not fewer than 35 signatures representing two or more divisions, providing the activity is consistent with the purposes of the roundtable; and 2) Upon a majority vote of the WLA Board of Directors to approve creation. The continuation of a roundtable shall be dependent on its vitality as demonstrated by its activity programs, reviewed annually by the WLA Board of Directors, and the number of persons electing membership in it. A roundtable must have 35 members at the end of two years and 35 members in subsequent years to maintain its status as a roundtable. Should its membership drop below 35, it shall be discontinued. Should the round table membership fail to elect a chairperson in any year after the first anniversary of the formation of the unit, it shall be discontinued.
Article IX. Records and Publications Section 1. All records of the Association, its officers, committees and units shall be deposited, according to policies and procedures established by the WLA Board of Directors, in the Archival collections of the Wisconsin Historical Society for permanent preservation. Section 2. All publications of the Association and its units shall be subject to authorization and approval by the WLA Board. Section 3. The WLA newsletter shall be the official organ of the Association and shall be sent to all members of the Association. Section 1. The Association shall maintain chapter status in the American Library Association and shall discharge the duties and exercise the privileges which pertain to this status. Section 2. The Councilor to ALA shall be elected by the WLA membership for a term of three years. Should a vacancy occur in the office of ALA Councilor, the Board of Directors may appoint a successor to serve until the end of that calendar year. An election shall take place as outlined in Bylaws Article IV, Section 5.D., for the remainder of the unexpired term. The rules contained in The Standard Code of Parliamentary Procedure, latest edition, shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with the Articles of Incorporation and the Bylaws of the Association. If the rules contained in the Standard Code do not adequately address the issue, then Robert’s Rules of Order, Newly Revised, will be consulted. Upon dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(6) of the International Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose. Bylaws may be adopted or amended at any regularly called business meeting of the Association or by ballot as provided in Article V, Sections 4, 5, 6, and 7 of the Bylaws. All proposals shall first be referred to the Committee on Organization for study and report before being acted upon by the Association. A two-thirds majority of the membership voting is required for the adoption of any proposed bylaw or amendment to the Bylaws. |
