BYLAWS OF THE MONTANA LIBRARY ASSOCIATION, INC.

(Revised: June 1995, April 2002)

ARTICLE I
NAME AND LOCATION

The name of the corporation is Montana Library Association, Inc. The address of the corporation shall be determined by the Board of Directors as set forth in the Manual of Procedure. Meetings of members and directors may be held at such places within the state as may be designated by the Board of Directors.

ARTICLE II
PURPOSE OF THE ASSOCIATION

The purpose of the Association is to promote library interest and development and to raise the standards of library services in the state of Montana.

ARTICLE III
MEMBERSHIP

Section 1. Classes of membership

1. Individual members. Any person engaged in library work or interested in library service may become a member of the Association by payment of dues. Upon payment of dues, an individual member is entitled to all the voting privileges of the Association. Membership dues paid by an individual cannot be assigned or transferred.
2. Institutional members. Any institution or association engaged in library work may become a member of the Association by payment of dues. Upon payment of dues, an institutional member is entitled to all the voting privileges of the Association. Through a delegated representative, each institutional member may have one vote on all questions which come before the Association.
3. Corporate members. Corporations, except institutions eligible for institutional membership, may become a member of the Association. Upon payment of dues, a corporate member is entitled to all the voting privileges of the Association. Through a delegated representative, each corporate member may have one vote on all questions which come before the Association.
4. Honorary life members. Upon recommendation by the Board of Directors, the Association may, from time to time, elect honorary members who shall pay no dues but who shall be entitled to all the voting privileges of this Association.

Section 2. Membership eligibility

The Board of Directors of this Association shall be the sole judge of the eligibility of all applicants for membership, in accordance with the provisions of the preceding sections of this article.

Section 3. Dues

1. Dues shall be set by the Board of Directors. Individual member dues are computed on a sliding scale based on the member's salary. Institutional and commercial memberships are payable in a set amount determined by the Board.
2. Annual dues shall be due and payable on or before July 1. Any member whose dues are unpaid by September 30 in any fiscal year shall be deemed delinquent and shall cease to be a member of the Association.

ARTICLE IV
MEETINGS OF MEMBERS

Section 1. Annual meeting. 

There shall be an annual meeting of members of the Association. Proposed locations and approximate dates of said meeting shall be set five (5) years in advance by the Board of Directors and shall be published in the official Association publication, FOCUS, and posted on the Association Website.

Section 2. Special meetings. 

Special meetings of members may be called by the President, a majority of the Board of Directors, or by written request of thirty (30) members of the Association to the President. Such request may be sent to the President by mail, e-mail, or fax and must state the reason for the special meeting as well as the time and place of said meeting.

Section 3. Notice of special meeting. 

Written notice of special membership meetings stating the purpose, place, day and hour of such meeting shall be given not less than ten (10), or more than sixty (60), days before the date of such meetings. Such notice may be made by mail, e-mail, or fax.

Section 4. Quorum. 

A quorum for all voting at Association business meetings shall be fifty (50) members present and voting.

Section 5. 

Voting at meetings will generally be by voice unless a ballot is required. A majority vote of those present and voting will prevail on all business matters and elections, except that Bylaws amendments shall require a two-thirds vote.

ARTICLE V
OFFICERS AND EXECUTIVE COMMITTEE

Section 1. 

The Officers of the Association shall be the President, the Vice President-President Elect, and the Secretary-Treasurer. The officers shall constitute the Executive Committee.

Section 2. Terms of office. 

The term of office for President and Vice President-President Elect shall be one (1) year in each office; the term of office for Secretary-Treasurer shall be two (2) years. The Officers shall be nominated and elected as provided by the Bylaws and their terms of office shall commence July 1.

Section 3. Duties of Executive Committee.

1. The Executive Committee shall coordinate, review, and direct the Association's operations on behalf of the Board of Directors in accordance with Board policy. The Board of Directors may delegate additional duties to the Executive Committee.
2. The Executive Committee shall serve as the Budget Committee of the Association. Duties of the Budget Committee shall be set forth in the Manual of Procedure.

Section 4. Duties of Officers.

1. President. The President shall preside at all meetings of the Board of Directors, the Executive Committee, and the members; shall see that all orders and resolutions of the Board of Directors are carried out; shall plan the program for the annual meeting of members; shall sign all leases, mortgages, deeds and other written instruments, and shall co-sign promissory notes.
2. Vice President-President Elect. The Vice President-President Elect shall act in the place and stead of the President in the event of her/his absence, or inability or refusal to act, and shall exercise and discharge such other duties as may be required of her/him by the Board of Directors.
3. Secretary-Treasurer. The Secretary-Treasurer shall record the votes, keep the minutes of all elections and for all meetings and proceedings of the Board of Directors and the members; serve notice of meetings of the Board of Directors and the members; serve as the chair of the Budget Committee; prepare an annual budget, monitor expenses, and oversee financial reporting.

ARTICLE VI
BOARD OF DIRECTORS

Section 1. 

The affairs of the Association shall be governed by a Board of Directors. All Directors, except ex-officio, must be members of the Association. Directors shall be nominated and elected as provided in the Bylaws. These members shall be the President, the Vice President-President Elect, the Secretary-Treasurer, the Pacific Northwest Library Association (PNLA) Representative, the Mountain Plains Library Association (MPLA) Representative, the American Library Association Chapter Councilor, and two Directors-at-Large. Ex-officio voting members shall be the immediate Past President and the chairperson of each Division. A representative of the Montana State Librarian, the Office of Public Instruction (OPI), and the Commissioner of Higher Education shall be ex-officio non-voting members. In the event that a Board member is unable to attend a meeting, each Board member may designate a proxy, who must be an MLA member, to vote in his/her stead at that MLA Board meeting. An individual may hold only one Board office at a time.

Section 2. Power and duties.

1. The Board of Directors shall possess all powers conferred upon the corporation by the laws of the state of Montana insofar as such powers are consistent with the purpose of the Association, its Articles of Incorporation, and the Bylaws.
2. The Board of Directors shall have the duty to keep records of all of its acts and all corporate and financial affairs and to present a statement thereof at the Association's annual meeting of members or at such special meetings of members called for purposes of having such a statement.
3. The Board of Directors shall supervise all officers, agents, and employees of the Association and see that their duties are properly performed.
4. The Board of Directors shall maintain a Manual of Procedure which sets forth the policies and procedures of the Association.
5. No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to, its directors, officers, or members, or other private persons; except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distributions in furtherance of the purposes of the Association.

Section 3. Attendance requirement for Board member. 

Two (2) consecutive unexcused absences [excused absences are those made in writing by mail, e-mail, or fax and approved by the President] of a Board member from a Board meeting will result in dismissal of the Board member. In this instance, a successor shall be appointed by the President and shall serve for the unexpired term of her/his predecessor.

Section 4. Removal and Replacement of Director. 

Any Director who has been elected by the Association may be removed from the Board by a majority vote of the Association. In the event of death, resignation, or removal of a Director, a successor shall be appointed by the President and shall serve for the unexpired term of her/his predecessor.

Section 5. Compensation. 

Directors shall not receive compensation for services rendered to the corporation. A Director may be reimbursed for actual expenses incurred in the performance of Association duties, as listed in the Association Manual of Procedure.

Section 6. Meetings.

1. Regular meetings. The Board of Directors shall have at least two (2) regular meetings annually.
2. Special meetings. Special meetings of the Board of Directors shall be held on call of the President of the Association or any three (3) Directors. Such request may be sent to the President by mail, e-mail, or fax, and must state the reason for the special meeting as well as the time and place for said meeting.
3. Notice of meetings. Written notice of all Board of Directors meetings stating the day, time and place shall be given at least ten days prior to the meeting. Written notice of special meetings stating the purpose, place, day, and hour of such meeting shall be given not less than ten (10), or more than sixty (60) days before the date of such meetings. Such notice may be made by mail, e-mail, or fax. Directors may waive the right to receive notice to any meeting.
4. Quorum. A majority of voting Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act or decision of the Board.
5. Action taken without a meeting. The Directors shall have the right to take any action in the absence of a meeting which they could have taken at a meeting by obtaining the written approval of three-fourths of the voting Directors. Any action so taken shall have the same effect as though taken at a meeting of the Directors.

ARTICLE VII
DIRECTORS-AT-LARGE

There shall be two (2) Directors-at-Large, one elected from the eastern part of the state, and one elected from the western part of the state, to represent broad membership concerns. Each Director-at-Large shall serve a two-year staggered term with one Director-at-Large elected each year. The duties of the Directors-at-Large shall be to promote membership and participation in the Association.

ARTICLE VIII
REGIONAL AND NATIONAL REPRESENTATIVES

Section 1. Pacific Northwest Library Association (PNLA) Representative. 

An active member of this Association, who is also a member of PNLA, shall be elected as a non-officer Board member of the PNLA for a term of two (2) years, beginning of such term to coincide with that of the officers of PNLA.

Section 2. Mountain Plains Library Association (MPLA) Representative. 

An active member of this Association, who is also a member of the Mountain Plains Library Association, shall be elected as a non-officer Board member of MPLA for a term of three (3) years, beginning of such term to coincide with that of the officers of MPLA.

Section 3. American Library Association Chapter Councilor. 

An active member of this Association, who is also a member of ALA, shall be elected as Chapter Councilor, in accordance with the Constitution and Bylaws of the American Library Association, for a term of three (3) years, beginning of such term to coincide with that of the officers of ALA.

Section 4. Duties of Representatives. 

These members shall serve as representatives of the Montana Library Association to these respective organizations and shall form liaisons to interpret the wishes and policies of the Montana Library Association to those organizations, and of those organizations to the Montana Library Association. They shall each submit a written report at the annual meeting. The Chapter Councilor of the American Library Association will transmit all proposed amendments and changes of the chapter constitution and bylaws to the ALA Constitution and Bylaws Committee for review of compatibility with the ALA constitution and bylaws.

ARTICLE IX
COUNCIL

Section 1. 

The Council shall be an advisory body to provide broad policy direction to the Board of Directors.

Section 2. Members. 

The Council shall consist of the Board of Directors and the chairs of all committees and interest groups. Other members may be appointed to the Council at the discretion of the President.

Section 3. Meetings. 

The Council shall meet during the annual meeting of the Association.

Section 4. Duties. 

The duties of the Council shall be to identify, articulate, and communicate to the Board of Directors issues of concern to the membership.

ARTICLE X
COMMITTEES

Section 1. Standing committees. 

The President shall appoint all standing committees during her/his term subject to the approval of the Board of Directors. Each committee shall consist of at least three members, with staggered terms. Committee personnel shall be published annually with the Association membership list. The name, purpose, and function of each committee shall be detailed in the Manual of Procedure.

Section 2. Task force. 

As the need arises, task forces may be appointed by the President, subject to the approval of the Board of Directors, to carry out a special task. Task forces shall automatically cease to exist at the completion of said task.

Section 3. Committee report. 

It shall be the duty of the standing committee and task force chairpersons to submit annual reports to the President in writing by the date specified by the President.

ARTICLE XI
DIVISIONS

Section 1. Formation of Division. 

Upon recommendation of the Board of Directors, a new division may be formed by not less than ten (10) members and approved by a majority vote of the members of the Association present and voting at any annual meeting; provided that, at least six (6) months prior to the annual meeting, the ten (10) or more members submit a petition for the formation of the division to the Board of Directors and signify their intention to become charter members; and provided also that those members submitting the petition be actively engaged in the work that will be the special field of interest of the division.

Section 2. Officers. 

The officers of the Division shall be a chairperson, a vice-chairperson who is chairperson-elect, and any other officers provided for in the bylaws of the Division. The bylaws of the Division shall provide for the succession of officers in the case of death, resignation, incapacity, or unwillingness to serve.

Section 3. Executive Board. 

The officers of the Division and any other members provided for in the bylaws of the Division shall constitute the Executive Board of the Division.

Section 4. Meetings. 

Annual meetings shall be held concurrently with those of the Association.

Section 5. Budgets. 

The Executive Board of each Division shall submit to the Board of Directors of the Association a tentative budget for the support of that year's work by the date specified by the President. On the basis of this, and in the light of the Association's financial situation, the Board of Directors of the Association shall allot a definite sum to each Division, notification of the amount to be made to the Division chairperson following approval of the budget.

Section 6. Bylaws. 

The Division Bylaws shall not be in conflict with the Bylaws of the Association

Section 7. Division Report. 

Each Division shall submit an annual report in writing to the President by the date specified by the President.

ARTICLE XII
INTEREST GROUPS

Section 1. Formation of Interest Group. 

Upon application to the Board of Directors, any ten (10) or more individual members of the Association who wish to undertake a project or program may form an Interest Group.

Section 2. Budgets. 

Budgets for Interest Group publications and programs may be approved by the Board of Directors as needed.

Section 3. Interest Group Report. 

Each Interest Group shall submit an annual report in writing to the President by the date specified by the President.

ARTICLE XIII
NOMINATION AND ELECTION OF OFFICERS, DIRECTORS, AND REPRESENTATIVES

Section 1. Nominating Committee. 

At least six (6) months prior to the annual meeting of the members, the President shall appoint a Nominating Committee consisting of representatives from each Division and the immediate Past President, who shall serve as the committee chairperson.

Section 2. Nomination of candidates. 

Candidates for Vice President-President Elect, Secretary-Treasurer, Directors-at-Large East and West, PNLA Representative, MPLA Representative, and ALA Chapter Councilor shall be nominated as the respective terms expire. All candidates shall be members of the Association. The Board shall provide an opportunity for individual members to nominate additional candidates for the elective offices. The procedure for such nominations shall be set out in the Manual of Procedure and shall be publicized to the members.

Section 3. Election. 

The candidates duly nominated shall be placed on a ballot which shall be distributed to members by mail within two (2) weeks after the annual meeting of members. The ballot shall also contain appropriate spaces for write-in candidates for each position. The candidates receiving the highest number of votes shall be elected.

Section 4. Announcement of results and assumption of office. 

The results of the election shall be announced to the members before June 30 and the new Officers and Directors shall assume office on July 1.

Section 5. Division Chairpersons. 

These Directors shall be nominated and elected by the respective Divisions as indicated in their bylaws.

ARTICLE XIV
FISCAL YEAR

The fiscal year of the Association shall be from July 1 to June 30.

ARTICLE XV
PARLIAMENTARY AUTHORITY

Robert's Rules of Order, in the latest edition, shall govern all deliberations for the Association when not in conflict with the Bylaws of the Association.

ARTICLE XVI
AMENDMENTS

Section 1. 

These Bylaws may be amended at any business meeting of the Association, or by mail, e-mail, or fax vote provided notice of the proposed amendment shall be given in writing to all the members not less than thirty (30) days prior to the business meeting or to the sending out of the ballot by mail. A two-thirds vote of those voting in either case shall be required for adoption of an amendment.

Section 2. Effective date. 

Amendments to the Bylaws will become effective upon passage.