BYLAWS OF 
THE ASSOCIATION OF 
SOUTHEASTERN RESEARCH LIBRARIES, INC. 
(A Georgia Nonprofit Corporation)

ARTICLE I: OFFICES AND SEAL

1.1 Principal Office

The initial principal office of The Association of Southeastern Research Libraries, Inc. (the "Association") shall be located at 1438 West Peachtree Street, N. W., Suite 200, Atlanta, Georgia 30309. The Association may have such other offices, either within or without the State of Georgia, as the Board of Directors (the "Board") may determine, or as the affairs of the Association may require from time to time.

1.2 Registered Office and Registered Agent

The Association shall have and continuously maintain in the State of Georgia a registered office and a registered agent who resides in the State of Georgia and whose business office is identical with such registered office. The address of the registered office and the identity of the registered agent may be changed from time to time by the Board.

1.3 Corporate Seal

The Association may have a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the words "Seal of The Association of Southeastern Research Libraries, Inc." and the words "State of Georgia." The seal may be used by causing it or a facsimile thereof to be affixed, impressed, or used in any other manner permitted by law.

ARTICLE II: MEMBERSHIP

2.1 Membership

Membership in the Association shall be open to libraries of educational institutions with doctoral degree programs and governmental agencies holding and maintaining significant research collections and satisfying the membership requirements outlined in Section 2.3 below. Membership is institutional; the director of each member library (or his or her designee) shall represent that library as a member of this Association. Each member library shall be entitled to one vote.

2.2 Initial Members

The initial member libraries of this Association are:

Air University Library Alabama Public Library Service Auburn University Clemson University College of William & Mary Duke University East Carolina University Emory University Florida International University Florida State University George Mason University Georgia Institute of Technology Georgia Office of Public Library Services Georgia State University Kentucky Department for Library & Archives Louisiana State University Mississippi Library Commission Mississippi State University North Carolina State University South Carolina State Library State Library of Florida State Library of Louisiana State Library of North Carolina

Tennessee State Library & Archives The Library of Virginia Tulane University University of Alabama University of Alabama at Birmingham University of Central Florida University of Florida University of Georgia University of Kentucky University of Louisville University of Memphis Libraries University of Miami University of Mississippi University of North Carolina at Chapel Hill University of South Carolina University of South Florida University of Tennessee - Knoxville University of Virginia Vanderbilt University Virginia Commonwealth University Libraries Virginia Polytechnic Institute & State University Wake Forest University

 

2.3 Requirements for Membership

(a) The requirements for eligibility for membership in the Association include each of the following:

(1) Location in the southeastern region of the United States (including the states of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, Tennessee, and Virginia);

(2) Adherence to purposes and goals of the Association as set forth in the Articles of Incorporation;

(3) Qualification of the educational institution under Section 501(c)(3) of the Internal Revenue Code, or as a governmental agency; and

(4) (i) Educational institutions must confer the doctorate degree in one or more fields and spend on their libraries annually a minimum of one-half (½) the mean expenditure of member educational institution libraries for total library expenditures derived after eliminating the single highest and the single lowest value.  Applicants for new membership in the Association must meet this threshold for the three years prior to the date of application. (ii) Because the programs and services of the State Library Agencies (SLAs) complement and support the mission and services of research libraries in the Southeast, all state library agencies of the states covered by ASERL shall be eligible for ASERL membership, contingent upon payment of annual dues. Federal libraries must support comprehensive collections or research materials on a permanent basis.

(b) Any alteration or amendment to the membership requirements must be approved by an affirmative vote of two-thirds (2/3) of the members of the Association.

2.4 Application and Election to Membership

Any eligible library interested in election to membership in the Association may submit a complete written application for membership on a form adopted by the Board. The Board shall be charged with reviewing the application and any other pertinent information presented by a library seeking membership. Upon a finding by the Board that the applicant satisfies the requirements for membership, the Board will submit the application to the membership to be discussed and voted upon. An affirmative vote of a majority of all of the members of the Association shall be required to approve admission.

2.5 Annual Dues

An affirmative vote of a majority of all of the members of the Association shall be required to set the annual dues payable to the Association by members and to make changes in the dues structure.

2.6 Payment of Dues

Dues shall be payable in advance on the first day of July in each year.

2.7 Good Standing and Active Status

In order to be an active member in good standing, qualified to act in the business of the Association, each member must have paid the Association's annual fee for the current July 1 - June 30 fiscal year to the Treasurer. Annual fees are due on July 1 of each year; however, payment of annual fees are considered timely if made by September 1 of each year. Only active members in good standing have the right to vote.

2.8 Suspension from Active Status; Termination

(a) Any member whose annual fee payment is not received by the Treasurer prior to March September 1 of a given year is to be considered suspended from active status without further notice and not in good standing until the annual fees in arrears are paid to the Association. If payment is not made by July December 1 of that year, that particular membership will be automatically terminated by the Secretary, and the member(s) stricken from the membership roster without further notice. Any member who has been either suspended or terminated has no voting rights, and remains obligated to the Association for any charges, dues or other amounts that are outstanding as of the date the membership is suspended or terminated.

(b) The Board of Directors shall annually review the statistics supplied by all member libraries to confirm membership eligibility.  When there appears to be a significant and sustained disparity between the accomplishments of a member institution and the principles of membership, an in-depth review may be initiated by the Board.  If a member library falls below the quantitative membership criteria for four consecutive years, a review of that library’s membership will be initiated by the Board. 

 The process for review shall be:

1.      Following the Board’s annual review of member statistics, the ASERL Board President will promptly contact the director of any member library that fails to meet the quantitative measures for membership.   

2.      If a member library continues to not meet these measures for four consecutive years, the ASERL Board President will contact the director of the library in question to describe the situation and request an explanatory response be provided within 60 days.  Both communications will be conveyed to the ASERL Board.   

3.      If the communications between the member and the President warrant, the Board may convene a Subcommittee consisting of three Board members to investigate further.  This Subcommittee will invite the director of the library in question to discuss the library’s situation in a confidential session.  This investigative process is to be completed within 90 days of the Subcommittee’s initial contact with the library director.

 4.      The Board Subcommittee will review the situation and recommend to the ASERL Board one of a range of actions, from additional monitoring and review with the director to recommendation for rescission of membership. Any Board member whose institution is under review shall be excused from the deliberations.

 5.      Within 60 days of receipt of the Subcommittee’s recommendation, the ASERL Board will review and recommend action(s) it deems appropriate, if any, to the ASERL membership. The Board President will convey the decision to all members.

 6.      All membership actions must be confirmed by a majority vote of the Association membership, according to the procedures prescribed in these bylaws.

 7.      Any member who has been terminated remains obligated to the Association for any charges, dues or other amounts that are outstanding as of the date the membership is terminated.

2.9 Resignation from Membership

Any member of the Association may resign its membership in the Association by a written notice to the Secretary, with no refund, rebate, or rescission of dues or fees. Any member who resigns its membership remains obligated to the Association for any charges, dues or other amount that is outstanding as of the date the member resigned.

2.10     ASERL Program Affiliates

By a majority vote, the Board may allow libraries located outside the southeastern region that would otherwise meet the Association’s membership requirements to participate in specific Association-sponsored programs as “ASERL Program Affiliates.”  ASERL Program Affiliates do not possess membership in the Association, voting rights, nor any other privileges of membership outside participation in the specified program.  ASERL Program Affiliates must pay a an equal portion of any project-related expenditures that may arise as other participants, plus any administrative fees that may be determined reasonable by the Board.  ASERL Program Affiliate status is terminated upon conclusion of the specified program or upon failure to promptly pay expenses/fees described herein.”

ARTICLE III: MEETINGS OF MEMBERS

3.1 Annual Meeting

The Board shall convene an annual membership meeting of the Association at a date and place of its choosing, and shall provide appropriate notice to the Association membership as described in these bylaws.  Officers and at-large members of the Board shall be elected by the membership of the Association at its annual meeting. Any matter relating to the affairs of the Association, whether or not stated in any notice of the annual meeting, may be brought up for action by the membership, except for any matter for which prior notice is required by the Articles of Incorporation, these Bylaws, or the Georgia Nonprofit Corporation Code (?Code?).  As required by the Code, the membership is to receive reports from the President concerning the activities of the Association, and from the Treasurer concerning the financial condition of the Association.

3.2 Special Meetings

Special Meetings of the Association may be called for any purpose whatsoever, at any other time by:

(a) the President
(b) the President-Elect
(c) any three members of the Board, or
(d) a written demand of five percent (5%) of the active members of the Association in good standing, filed with the Secretary.

The purpose of each special meeting must be stated in the notice. The notice of any special meeting is to be sent to all members in good standing. If notice is not given to the membership of the date, time, place, and purpose of the special meeting within thirty days after a sufficient number of Directors or members have demanded a special meeting, any person who signed that demand may give the written notice of meeting to the membership in any reasonable manner, setting forth the date, time, place and purpose of the special meeting.

3.3 Location of Meetings

Any meeting of the membership of the Association may be held at any place in the United States. Although the designation of a usual meeting date, time or location is reserved to the membership of the Association, the Board or the membership may determine a different location for a particular meeting as circumstances warrant.

3.4 Presence at Meetings

Each member library, regardless of size, shall be entitled to one representative at all meetings, who shall be the member library's director or his or her designee. The representative shall have full privileges of the floor. Member libraries may have as many observers present at meetings as desired and deemed necessary, but only one representative and one vote. Observers may be granted floor privileges at the discretion of the President or a majority of the membership present. Annual meetings shall be open to the public for information and observation except that a non-public session may be invoked by the President or the membership for voting, discussions of finances, or other confidential matters. Visitors may be accorded floor privileges at the discretion of the President or upon the approval of a majority of the membership present.

3.5 Notice of Meetings

A notice stating the place, day, and hour of any meeting of members shall be mailed by the Secretary of the Association to each member entitled to vote at such meeting, not less than ten (10) or greater than sixty (60) days before the scheduled meeting date. In emergencies where ten (10) days notice cannot be given, notice may be made by any reasonable means if made to all members in good standing as directed by the Board. A notice of an annual or special meeting must include a description of any proposal that is required to be approved by the members under the Code. Any required notice may be waived by a member as permitted under the Code; and any member may object to the failure of sufficient notice of the meeting, or of a matter brought before a meeting, as permitted by the Code.

3.6 Quorum at Meetings

The presence of fifty percent (50%) of the regular members in good standing and entitled to vote constitutes a quorum for the transaction of business at meetings of the Association.

3.7 Member Proxies, Absentee Ballots, and Electronic Voting

Each regular member in good standing and entitled to vote may participate in any vote of the membership of the Association through one of three means:
a)  an absentee ballot prepared by the Secretary, or
b)  via a written signed and dated proxy or absentee ballot executed by that member and promptly delivered to the Secretary, or
c) via a means of electronic voting as described in Section 3.8.

Any absentee ballot(s) must be delivered to the Secretary prior to the regular membership vote on the matter at hand.  The Secretary shall not disclose any voting results received prior to the membership vote.  A proxy may limit or direct how the vote of the member the proxy represents shall be cast or on what matters a vote is to be cast.  A proxy will identify the member, the member?s agent, or the member?s attorney who is authorized to hold and exercise that proxy on behalf of the absent member, any instructions concerning its use, the meeting(s) at which it is to be used or that it may be used at any period during a stated period of time, and the expiration date of the proxy, to be a date no more than eleven (11) months after the date the proxy is executed.  Any proxy may be revoked in writing or in person by the designating member at any time, and only the proxy executed latest in date will be accepted by the Association

3.8 Membership Voting

Unless otherwise provided in the Articles of Incorporation, these Bylaws or the Code, the affirmative vote of a majority of those members in good standing casting a vote on a matter, in the presence of a quorum, or via an electronic form approved by the Board of Directors and communicated to the membership, is necessary for the adoption of a motion. At any meeting of members, or in any vote to be taken in any manner, the vote of a member library may be cast by its director, or by another staff member of that library authorized in writing by the director to the Secretary.  Slates of candidates and voting procedures shall be described in the meeting notice.  If electronic voting is offered, the library director from each qualified member institution shall cast their vote during a specified period using the approved methodology.  The electronic voting period shall end one week before the membership meeting. The outcome of all elections shall be determined by a plurality of those members who cast votes either electronically or in-person.

3.9 Approval of Action by Written Consent

Any action required to be approved by the members may be approved without a meeting of the members if a written consent setting forth the action so taken, is signed by a majority of the members. This consent is the equivalent to a vote of the members during a meeting with a quorum, and is to be filed and recorded with the minutes of the Association's members. No action shall be effective under this Section until ten days after notice is given to those members of the Association who did not sign the written consent.

3.10 Action by Ballot

Any action required by law, or permitted to be taken at any meeting of the members of the Association may be taken without a meeting if the Association delivers a written ballot to every member entitled to vote on the matter. A written ballot shall set forth each proposed action, and provide an opportunity to vote for or against each proposed action. Approval by written ballot shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. All solicitations for votes by written ballot shall:

1. indicate the number of responses needed to meet the quorum requirements;
2. state the percentage of approvals necessary to approve each matter other than election of directors; and
3. specify the time by which a ballot must be received by the Association in order to be counted.

A written ballot may be delivered by the Association to the members, and returned by the members to the Association, by being hand delivered, or by mail, overnight courier, teletype, facsimile, or e-mail.

ARTICLE IV: DIRECTORS

4.1 General Powers

Supervision and guidance of the affairs of the Association shall be vested in the Board. The Board may exercise all powers granted to it as they determine to be expedient and necessary for the interests of the Association, subject to the Articles of Incorporation, these Bylaws, or the Code, and the review and direction of the membership of the Association.

4.2 Number

The initial Directors of the Association shall be the persons named in the Articles of Incorporation of the Association and shall serve for terms expiring at the close of the first annual meeting of the Board. Beginning with the first annual meeting of the members, the authorized number of Directors of this Association shall be seven (7). The members of the Board are designated as

(a) the President-Elect,
(b) the President,
(c) the immediate Past President,
(d) the Secretary-Treasurer, and
(e) three (3) at-large Board members.

4.3 Eligibility

Any staff member of any member library shall be eligible to be a Director. No more than one staff member of any member library shall serve as a Director at any given time. Employment by a member library shall be a condition of continued service on the Board. Directors shall be elected by a majority of the members at the annual meeting. Directors need not be residents of the State of Georgia.

4.4 Terms

Each Director shall hold office for the following term, and until his or her successor shall have been duly elected and qualified or until his or her earlier resignation or removal. A Director may serve for any number of terms, consecutive or otherwise.

(a) The President-Elect, President, and immediate Past President shall each hold office for one (1) year;

(b) The Secretary-Treasurer shall hold office for two (2) years, to be elected in even numbered years;

(c) The at-large Board members shall each hold office for two (2) years, with one (1) at-large position to be elected in even-numbered years, and two (2) at-large positions to be elected in odd-numbered years.

4.5 Qualifications, Nomination and Election

The election of Directors (and officers who are automatically Directors) by the membership will be conducted in accordance with the following procedures:

(a) The Directors shall be chosen from a consensus slate as determined by the Nominations Committee, or from a group of nominees, with those nominees who obtain the greatest number of votes being elected.

(b) The Nominations Committee (as further described in Article VI) will compile nominations for each position, and may make nominations in its own right. Nominations may be made by any member in good standing, including self-nominations, or by the Nominations Committee. No nomination will be placed on the annual election ballot unless:

1. the nominee is employed by an active member in good standing,
2. the nominee is eighteen (18) years of age, as required by the Code, and
3. the nominee has affirmatively consented to the nomination.

(c) Names of candidates for the Board shall be presented by the Nominations Committee to the Secretary of the Association no later than sixty (60) days prior to the annual meeting of the members. Further nominations may be made upon written petition of twenty percent (20%) of the members of the Association. Such petitions shall be presented to the Secretary no later than fifty (50) days prior to the annual meeting. The Secretary shall prepare an official ballot, including nominations by petition. The Secretary shall deliver a copy of the ballot to each member of the Association no less than thirty (30) days prior to the annual meeting. Directors shall be elected at each annual meeting of the members. Absent members may vote by proxy or by returning the ballot to the Secretary so that it is received no later than one (1) day prior to the annual meeting. The nominees receiving the greatest number of votes shall be declared elected. The Board is authorized to adopt any procedures or rules reasonably necessary to insure the integrity of the election.

4.6 Continuation in Office

After the expiration of the term for which he or she was elected, any Director who is not re-elected and whose successor has not been elected shall, unless he or she sooner resigns or is removed, continue to hold office until his or her successor is elected and qualified.

4.7 Vacancies

Upon the occurrence of a vacancy by reason of the resignation, death, incapacity, or removal of a Director before the expiration of his or her term, the Directors remaining in office may elect a Director to fill the vacancy. The election of the successor Director shall be by majority vote of the remaining Directors, however, if the number of Directors then in office is less than a quorum then such vacancies may be filled by a vote of a majority of the Directors then in office. Any Director elected to fill a vacancy shall hold office for the remainder of his or her predecessor's unexpired term.

4.8 Resignation

A Director may resign at any time by delivering a written resignation to the Secretary. A resignation shall take effect at the time received unless another time is specified in the notice. Unless otherwise specified in the notice, the acceptance of a resignation shall not be necessary to make it effective.

4.9 Removal

Unless otherwise restricted by statute, the Articles of Incorporation, or these Bylaws, a Director may be removed from office, with or without cause, by the affirmative vote of a majority of the membership of the Association present and voting on removal at a regular or special meeting of the Association membership, and where notice of a member's intention to present a motion for removal has been given to the membership pursuant to Section 3.5 of these Bylaws. A separate vote or removal must be made as to each director proposed for removal. A Director shall be removed when the person ceases to be employed by the member library.

4.10 Compensation

No member of the Board shall receive any compensation from the Association.

ARTICLE V: MEETINGS OF DIRECTORS

5.1 Annual Meetings

An annual meeting of the Board shall be held at a time and place of the Board's choosing.   The Board shall provide by resolution the date, time and place, either within or without the State of Georgia, for the holding of the annual meeting of the Board, which shall be communicated appropriately to the membership.

5.2 Special Meetings

Special meetings of the Board may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Georgia, as the place for holding any special meeting of the Board called by them.

5.3 Location of Meetings

The Board may hold meetings, both regular and special, at such place or places, within or without the State of Georgia, as the Board from time to time determines or as is specified by the person or persons calling the meeting.

5.4 Notice of Meetings

Notice of the annual meeting and any special meeting of the Board for which notice is required shall be given to each Director at least two (2) days before the date of the meeting. The notice shall specify the place, date and time of the meeting and the general nature of the business to be transacted. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. When a meeting is adjourned to another place, date or time, and the place, date, and time of the adjourned meeting are announced at the meeting at which the adjournment is taken, written notice need not be given of the adjourned meeting unless the date thereof is more than thirty (30) days after the date for which the meeting was originally noticed.

5.5 Quorum and Adjournment

A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a majority of the Directors are present at a meeting, a majority of the Directors present may adjourn the meeting until another place, date or time without further notice except as provided in Section 5.4. If a quorum is present at anytime during a meeting, it shall be deemed to exist until adjournment, not withstanding the withdrawal of enough Directors to leave less than a quorum.

5.6 Manner of Acting

The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these Bylaws. A Director may not vote by proxy. Each Director shall have one vote.

5.7 Action Without A Meeting

Any action required or permitted to be taken at a meeting of the Board or any committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by a majority of the Directors, or a majority of the members of the committee, as the case may be. This consent is the equivalent to a vote of the Board during a meeting with a quorum, and is to be filed and recorded with the minutes of the Association's Board. The Directors who did not sign the consent action shall be given notice of the action as soon as practicable, but no later than the next membership meeting after the written consent action is signed by a sufficient number of Directors.

5.8 Use of Conference Telephone

Any or all Directors may participate in any meetings of the Board or meetings of committees of the Board by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at such meeting.

ARTICLE VI: COMMITTEES

6.1 Committees of the Board

The Board may, by resolution adopted by a majority of the Directors in office, designate and appoint one or more committees, each committee to consist of one or more Directors. The Board shall appoint one member of each committee as Chair of the committee. Any such committee, to the extent specified in the resolution of the Board, shall have and may exercise the authority of the Board for supervision and direction of the management of the property, affairs, business, and activities of the Association, and may authorize the seal of the Association to be affixed to papers that require it. No such committee, however, shall have the power or authority in reference to appointing or removing a Director, or electing, appointing or removing a principal officer.

6.2 Nominations Committee

There shall be a Nominations Committee comprised of three (3) persons appointed by the Board, which shall discharge the responsibilities delegated to it under Article V of these Bylaws. Any staff member of any member library shall be eligible to be a member of this Committee, except that no Nominations Committee member shall be a member of the Board, and no Nominations Committee member shall be a candidate for office at the succeeding election. Each member of the Nominations Committee shall serve for a one-year term. The Board shall designate one of the Committee members as Chair of the Committee.

6.3 Special Committees

The Board may, by resolution adopted by a majority of the Directors in office, designate and appoint one or more committees, each committee to consist of one or more officers. Such committees, to the extent specified in the resolution of the Board, shall have and exercise the authority of the officers in the management of the affairs of the Association and such other matters as may be assigned to them from time to time. Such committees, however, shall not have the power or authority to sign checks of the Association or any deeds, mortgages, bonds, contracts and the like.

6.4 Procedures; Minutes of Meetings

Each committee shall determine its rules with respect to notice, quorum, voting and the taking of actions; provided that such rules shall be consistent with law, the Articles of Incorporation, these Bylaws, and the resolution of the Board establishing the committee. Each committee shall keep regular minutes of its meetings and report its actions to the Board as required or requested.

6.5 Term of Office

Each member of a committee shall continue as such until the next annual meeting of the Board and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

6.6 Vacancies

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

ARTICLE VII: OFFICERS

7.1 Designation of Officers

The Association shall have a President, a President-Elect, a Secretary-Treasurer ("Required Officers"), and such other officers as the Board may designate and elect ("Additional Officers"). One person may be elected to more than one office. Offices may be held by Board members.

7.2 Election and Term of Office

The Required Officers of the Association shall be elected by the members in accordance with the procedure for election of Directors set forth in Section 4.5. The President and President-Elect shall each hold office for one (1) year. The Secretary-Treasurer shall hold office for two (2) years, to be elected in even numbered years. Each officer shall hold office until his or her successor shall have been duly elected and qualified. New offices may be created and Additional Officers elected at any meeting of the Board for such terms as the Board considers appropriate. Officers may serve for any number of terms, consecutive or otherwise.

7.3 Removal and Vacancies

Any officer may be removed by a vote of a majority of the entire Board whenever, in its judgment, the best interests of the Association will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights. Any vacancy, however occurring, shall be filled by the Board.

7.4 Powers

The officers of the Association shall have the powers set forth below:

President

The President shall be the chief executive officer of the Association and shall have general and active management of the operation of the Association. He or she shall be responsible for the administration of the Association, including general supervision of its policies, general and active management of its financial affairs and shall execute bonds, mortgages or other contracts under the Seal of the Association. He or she shall only borrow money on behalf of the Association pursuant to authority which may be general authority from the Board. The President shall supervise the officers of the Association, shall employ and discharge employees and agents of the Association, and may delegate such powers. The President shall have the authority to institute or defend legal proceedings, hire, fire and direct counsel. He or she shall preside at all meetings of members and discharge the duties of a presiding officer, and shall perform whatever other duties the Board may from time to time prescribe.

President-Elect

In the event of the death, absence, unavailability or disability of the President or at the request of the President, the President-Elect shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. Except where by law the signature of the President is required, the President-Elect shall possess the same power as the President to sign all certificates, contracts, obligations and other instruments of the Company. The President-Elect shall perform such other duties and may exercise such other powers as from time to time may be assigned to him or her by these Bylaws, by the Board or by the President.

Secretary-Treasurer

The Secretary-Treasurer shall maintain and provide access to the records of the Association as required by Sections 1601 and 1602 of the Code; record the minutes of all proceedings of the Board and of the membership of the Association; maintain a current roster of the membership of the Association; maintains the eligible member list for each record date as required under the Code; maintain the financial records of the Association; prepare the annual accounting and financial statement of the Association for the annual meeting of the membership of the Association (which may be prepared by a certified public accountant when authorized by the Board); collect, invest, and disburse funds accruing to the Association; report on these matters to the Board and the membership of the Association; and in general perform all duties incident to the offices of Secretary and Treasurer, and such other duties as may be assigned to him or her by these Bylaws, by the Board or by the President.

Additional Officers

Any additional officer or assistant officer designated by the Board shall have such duties as shall be delegated to them by the Board

Executive Director

The Association membership may opt to hire an Executive Director, whose role shall be to assist the Board in administering the Association's programmatic and business affairs, represent the Association at meetings, and advise the Board of Directors.  If provided, the Executive Director may participate in Board discussions and meetings, but shall not have a vote in Board or membership matters.  The Executive Director shall only have authority to enter contracts on the Association's behalf and expend Association funds with the express approval of the President.

ARTICLE VIII: GENERAL MATTERS

8.1 Contracts

The Board may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contact or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

8.2 Checks

All checks, drafts, or orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as the Board shall from time to time by resolution determine.

8.3 Deposits

All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board may select.

8.4 Gifts and Grants

The Board may accept on behalf of the Association any contribution, gift, grant, bequest or devise for the general purposes or for any special purpose of the Association.

8.5 Books and Records

The Association shall prepare and maintain correct and complete books and records of account and shall also keep minutes of the meetings of its members, Board and committees, and shall keep at the registered or principal office a membership list giving the names and addresses of members entitled to vote. All books and records of the Association may be inspected by any Director or member, or the agent or attorney of either, or any proper person, at any reasonable time.

8.6 Fiscal Year

The fiscal year of the Association shall begin on the first day of July and end on the 30th day of June of the following calender year.

8.7 Form and Delivery of Notice

Whenever notice is required or permitted by these Bylaws to be given to any person, it shall be in writing and communicated by being delivered by hand, by mail, or by teletype, facsimile, e-mail, or other form of record communication, charges prepaid. Such notice is effective upon receipt by the person or, if earlier, upon delivery at his or her notice address as registered in the records of the Association; provided that a written notice, if mailed first-class postpaid and correctly addressed to a person at his or her notice address, shall be effective upon its deposit by the sender in the United States mails.

8.8 Waiver of Notice

Whenever any notice is required to be given under the provisions of the Bylaws of the Association, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX: AMENDMENTS

9.1 Amendments

The Bylaws of the Association may be altered, amended, repealed and new Bylaws may be adopted by an affirmative vote of two-thirds (2/3) of the members of the Association, in accordance with the procedure set forth in Section 1021 of the Code.

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     Originally adopted by the Board of Directors on November 13, 2000.

     Amended by unanimous vote of membership on November 14, 2005.