Bylaws

BYLAWS
of the San Diego Area Law Libraries (SANDALL)
a Chapter of the American Association of Law Libraries (AALL)
(Adopted June 1998; Amended June 1999, 2004, 2006, 2012, 2013.)

ARTICLE 1. NAME

The name of this Association shall be San Diego Area Law Libraries (SANDALL), a chapter of the American Association of Law Libraries.

ARTICLE 2. OBJECT

SANDALL is established exclusively for educational and scientific purposes. It shall be conducted as a nonprofit association to promote librarianship, coordinate professional activities, develop and increase the usefulness of law libraries, enrich the legal community, cultivate the science of law librarianship, foster a spirit of cooperation and expedite communication among the members of the profession, particularly those in the greater San Diego area. SANDALL is not organized for the private gain of any person.

No substantial part of the activities of this organization shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the organization shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for office.

ARTICLE 3. MEMBERSHIP

SECTION 1. ELIGIBILITY/CATEGORIES OF MEMBERSHIP

a)      Regular Membership – Membership in the Chapter shall be open to any person or institution eligible for membership in the American Association of Law Libraries, as well as any person or institution interested in law libraries or law librarianship, upon timely payment of dues. (Amended June 2006)

b)      Student Membership – Student Membership in the Chapter shall be open to any person who is enrolled in a degree program related to law librarianship, upon timely payment of dues. Membership in this category is limited to five consecutive years. (Added June 2006)

SECTION 2. PRIVILEGES AND RESPONSIBILITIES

Members shall have the right to hold office, vote, serve on committees, and receive Chapter communications (e.g., listserv, newsletter).

SECTION 3. DUES

Dues shall be set by the Executive Board and subject to ratification by a simple majority vote of those members present and voting at the Chapter’s annual meeting. The year for dues shall begin July 1, and the fiscal year of the association shall begin on July 1. If a member fails to pay dues two months after the beginning of the dues year, then the privileges of membership of that member shall be suspended by the Treasurer. Suspended members may be reinstated at any time upon payment of the current year’s dues. Any new member paying dues after April 1 shall be considered a member for the remainder of that fiscal year and the following fiscal year.

ARTICLE 4. MEETINGS

SECTION 1. REGULAR MEETINGS

There shall be at least four (4) regular business meetings of the Chapter each year at such time and place as the Executive Board shall designate.

SECTION 2. ANNUAL MEETING

There shall be an annual meeting held on or before June 30th which the Executive Board may designate as a regular meeting.

SECTION 3. MEETING NOTICES

The Secretary or other Board member shall give notice of all business meetings to the membership via electronic communications at least fifteen (15) days before a meeting, unless otherwise provided for by these Bylaws.

SECTION 4. SPECIAL MEETINGS

Special meetings of the Chapter may be called by the President upon request of the Executive Board or upon receiving a petition endorsed by at least twenty-five percent (25%) of the Chapter members in good standing.

SECTION 5. QUORUM

Fifteen members qualified to vote shall constitute a quorum for Chapter meetings.

SECTION 6. VOTING

The affairs of the Chapter shall be conducted by the majority vote of members present, unless otherwise provided for by these Bylaws.

ARTICLE 5. OFFICERS

SECTION 1. OFFICERS

The officers of the Chapter are: the President, the Vice President/President-Elect, the Secretary and the Treasurer. All SANDALL officers must be members in good standing of the Chapter. The president must be a member in good standing of the American Association of Law Libraries (AALL). No member may hold more than one (1) office at a time.

SECTION 2. TERMS OF OFFICE

a)      President. The President shall assume office at the close of the annual meeting concluding his or her term as Vice President/President-Elect and shall serve a term of one (1) year except as otherwise provided for by these Bylaws.  The outgoing president will serve (1) one additional year on the board as immediate Past President (non-officer position).

b)      The Vice President/President-elect will serve a (2) two year term, the first year as Vice President, and the second year as President.

 c)      The Secretary and the Treasurer will each serve a term of two (2) years.  The Secretary and Treasurer will be elected in alternate years.  The Secretary will be elected in even numbered years, and the Treasurer will be elected in odd numbered years.

SECTION 3. DUTIES

The officers shall perform those duties assigned to them by these Bylaws, the Executive Board and the parliamentary authority adopted by the Chapter. Detailed position descriptions for all officers, as approved by the Executive Board, shall be included in the SANDALL procedures manual. These duties, within the limitations imposed by this section, may be reallocated or changed, temporarily or permanently, by amendments to the text of the manual. Such amendments may be adopted, by majority vote, at meetings of the Executive Board.

ARTICLE 6. EXECUTIVE BOARD

SECTION 1. MEMBERS

The Executive Board shall be composed of five (5) members: the current officers of SANDALL and the immediate Past President.

SECTION 2. TERMS OF OFFICE

a)      SANDALL Officers. These members who are SANDALL officers shall serve a term on the Executive Board corresponding to their terms of office.

b)      Immediate Past President. The immediate Past President shall serve a term of one (1) year on the Executive Board.

c)      In the event that a successor has not been elected or qualified at the end of a term of office specified above, the incumbent shall continue to serve until properly succeeded.

SECTION 3. DUTIES

The Executive Board shall have general supervision of the affairs of the Chapter between its meetings, fix the time and place of business meetings, make recommendations to the Chapter and perform other duties as specified by these Bylaws or the parliamentary authority.

SECTION 4. POWERS

The Executive Board shall have the power, on behalf of the Chapter, or any of its committees or subunits, to incur indebtedness, solicit funding, make public statements, issue public writings, and establish and maintain relations with other organizations.

SECTION 5. QUORUM AND VOTING

Three (3) members of the Executive Board shall constitute a quorum. Resolutions of the Executive Board shall be supported by the vote of at least three (3) of its members.

SECTION 6. MEETINGS

Meetings of the Executive Board shall be called by the President at such time and place as he or she shall designate. However, there shall be at least four (4) meetings of the Executive Board called and convened between annual meetings of the Chapter. Special meetings of the Executive Board may be called upon request of three (3) members of the Board.

SECTION 7. PUBLICATION OF RESOLUTIONS

The text of these Bylaws and all resolutions and policy decisions of the Executive Board and/or Chapter shall be posted on the Chapter’s website.

ARTICLE 7. COMMITTEES

SECTION 1.

There shall be such committees as created or suspended by the Executive board or a simple majority vote of those members present at any meeting of the Chapter.  Notice of such creation or suspension shall be included in the board minutes and posted on the Chapter’s website.

Appointment of committee chairs and members shall be made by the President. At the beginning of each new Board term, the Past President shall inform the incoming President of the status of all committees.

SECTION 2. DUTIES

Each committee shall submit to the Executive Board a written annual report of its activities which shall contain any recommendations considered necessary or advisable. Additional reports and Executive Board agenda items may be submitted at the option of a committee or as requested by the Executive Board or President. Summaries of all reports shall be published.

ARTICLE 8. PARLIAMENTARY AUTHORITY

Sturgis Standard Code of Parliamentary Procedure, in the latest edition, shall govern all deliberations of the Chapter when not in conflict with these Bylaws and/or any special rules of order the Chapter might adopt.

ARTICLE 9. NOMINATIONS AND ELECTIONS

SECTION 1. GENERAL ELECTIONS

a)      Nominations Committee. The President shall appoint a Nominations Committee, consisting of three (3) members of the Chapter. The membership of the Nominations Committee shall represent at least two (2) types of law libraries. No SANDALL officers may serve on the committee and members of the committee may not be candidates for office during their committee tenure. At least one (1) member of the committee should serve two (2) consecutive terms.

b)      Nominations by the Nominations Committee. The Nominations Committee shall submit to the Executive Board a list of candidates for each of the offices of President, Vice President, Secretary and Treasurer at least nine (9) weeks prior to the annual meeting. The committee shall nominate at least one (1) candidate whenever possible. When evaluating the qualifications of a potential candidate, the committee shall consider such factors as the individual’s job experience, type of library, geographical location and service to the Chapter.

c)      Nominations by Petition. Additional nominations may be made by any member in good standing of the Chapter by submitting in writing such nomination to the Chair of the Nominations Committee, endorsed by the signature of at least ten (10) of the Chapter’s members in good standing, at least seven (7) weeks prior to the annual meeting.

d)     Mailing of Ballots. Ballots including the names of all persons nominated by the Nominations Committee and/or petition shall be [emailed or, if the member has no email,] mailed [by regular mail] to the membership at six (6) weeks prior to the annual meeting.

e)      Receipt and Counting of Ballots. Election ballots shall be received by the Nominations Committee three (3) weeks before the annual meeting. The Nominations Committee shall then tabulate the results and report the names of the new officers to the Chapter. Following the reporting of the election results, the committee shall destroy the ballots.

f)       Tie Vote. In the event of a tie vote, the successful candidate shall be determined by lot conducted by the Nominations Committee.

SECTION 2. VACANCIES AND SPECIAL ELECTIONS

a)      President. In the event that a vacancy occurs in the office of the President, the Vice President shall automatically assume the office of the President for the remainder of the term, one (1) year.

b)      Vice President/President-Elect. In the event a vacancy occurs in the office of the Vice President/President-Elect the President shall appoint an acting Vice President, who will complete the remainder of the term, not to exceed six (6) months.

c)      Secretary and Treasurer. In the event a vacancy occurs in the office of Secretary or Treasurer the President shall appoint a member to fill the vacancy for the remainder of the term, not to exceed (6) months.

d)     Past President. In the event that a vacancy occurs in the office of Past President, the President shall appoint a member to fill the vacancy for the remainder of the term, not to exceed six (6) months.

e)      Special Appointments. In the event that the President is unable to fill a vacancy, the Executive Board shall appoint a member to fill the vacancy for the remainder of the term, not to exceed six (6) months.

f)       In the event of a vacancy occurring more than six (6) months before the end of the term of the Vice President/President-Elect, Secretary, Treasurer, or Past President, a special election shall be held within 30 days of the occurrence of the vacancy.

g)      If the vacancy occurs less than six (6) months before the next General Election, both a Vice President/President-Elect and a President will be elected at the General Election.

SECTION 3. VOTING

General and special elections shall be decided by the majority of members voting.

ARTICLE 10. AMENDMENT OF BYLAWS

SECTION 1

Amendments to these Bylaws must be proposed by the Executive Board or by petition signed by no fewer than twenty percent (20%) of the voting members of the Chapter. Such proposed amendments, along with a summary of the purpose of the amendment, must be filed with the Secretary at least sixty (60) days prior to a regularly scheduled meeting. Notice setting forth purpose and the wording of the proposed amendments shall be sent by the Secretary to all members no later than thirty (30) days prior to a regularly scheduled meeting. The Secretary shall publish this information via electronic communication.

SECTION 2.

Two weeks prior to the meeting, the Secretary will send e-mail ballots to all members. Members may then cast their vote in person at the meeting, or via e-mail, fax or regular mail to the Secretary. The voting period for votes not cast in person at the meeting shall end at 5 p.m. local time the day before the regularly scheduled meeting. The Secretary shall determine the date and time to count the votes and announce it to the membership.

SECTION 3.

At the meeting the Secretary shall call for all members who have yet to cast a vote. All votes on the amendment shall be counted by the Secretary at the determined time. If two-thirds of all the members’ votes counted are in favor of the amendment proposed, it shall stand adopted. The Secretary shall inform the membership of the vote result via electronic communication.

SECTION 4.

A vote shall stand valid only when ballots are received from a proper quorum of voting SANDALL members, which is 50% + 1. Thus, passage of a bylaw amendment requires 2/3 of that quorum’s approval.

SECTION 5.

Proposed amendments to these Bylaws shall be submitted to the American Association of Law Libraries Committee on Constitution and Bylaws by the President prior to a vote of the membership.

ARTICLE 11. ASSOCIATION’S ASSETS

The property of SANDALL is irrevocably dedicated to charitable purposes and no part of the net income or assets of SANDALL shall ever inure to the benefit of any director, officer or private person.

Upon the dissolution or winding up of the organization, its assets remaining after payment, or provision for payment, of all debts and liabilities of this organization shall be distributed to a nonprofit fund, foundation or corporation, which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under IRC Section 501(c)(3).

ARTICLE 12. ANTIDISCRIMINATION

Neither membership nor full participation in the activities of this Chapter shall be denied to any person on account of race, color, religion, sex, age, national origin, sexual orientation, gender, or disability.