Proposed SANDALL Bylaws Amendments

Important Notice:  Amendments are proposed to Articles 9, 10 and 12. Official emailed ballots will be sent to all members on Thursday May 26, 2016 (two weeks prior to the meeting as required by Article 10, section 2). Voting will take place at the 2016 Business Meeting to be held on June 9, 2016 at TJSL.

 

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) least eight (8) weeks
prior to the annual meeting. [NOTE: The purpose of
extending this period of time prior to the meeting is so that SANDALL may
properly notify AALL of the names and positions of all SANDALL Board Members
for the upcoming year]

e)      Receipt and Counting of Ballots. Election
ballots shall be received by the Nominations Committee three (3) no later than four (4) 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. [NOTE: The purpose of extending this period of time
prior to the meeting is so that SANDALL may properly notify AALL of the names
and positions of all SANDALL Board Members for the upcoming year and so that
those elected will be aware of their upcoming positions and have the ability to
interface with those already holding those positions for early guidance]

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 At least two (2) 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.
or via any other method as determined and approved by the
SANDALL Board.
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. [NOTE: The purpose
of eliminating fax and regular mail voting is to bring the membership into 21st
Century voting methodologies while at the same time (via the “any other method”
language) keeping open the possibility of exceptions to same and/or the
development of potential future voting technologies]

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.
or
abridged to any individual on account of race, color, religion, gender, age,
national origin, disability, sexual orientation, or gender identity.
[NOTE: The purpose of this change in language is to bring
the anti-discrimination language of SANDALL’s Bylaws into compliance with that
of AALL and as required by the National Organization]