ARKLink
Library Consortium, Inc.
Governance/
Bylaws Document
Adopted
ARTICLE
The name of this organization shall be the ARKLink
Library Consortium, Inc. (ARKLink).
ARTICLE II. PURPOSE
Section 1. General
Purposes
The purpose of
ARKLink shall be to increase, enhance, and facilitate cooperation among
libraries in the state of
Section 2. Educational
Purposes
The
purpose of ARKLink is exclusively for charitable, educational, or religious
purposes within
Section 3 - Legi
No substantial part of the activities of
the organization shall be the carrying on of propaganda or otherwise attempting
to influence legi
Section 4 - Operational Limitations
Not withstanding any other provision of
these articles, the organization shall not carry on any other activities not
permitted to be carried on:
1.
By an organization exempt from Federal Income Tax under section 501 (c) (3) of
the Internal Revenue Code of 1986 (or the corresponding provision of any future
United States Internal Revenue Law) or
2.
By an organization,
contributions to which are deductible under section 170 (2) of the Internal
Revenue Code of 1986 (or the corresponding provision of any future United
States Internal Revenue Law).
ARTICLE III. MEMBERSHIP
Section 1. Member
Institutions
Member institutions shall be those libraries
which serve non-profit institutions of higher education in
Section 2.
Rights and Privileges
a. Each member institution shall appoint and certify
to the President of the Board one person and an alternate to be its official
representative.
b. Each member institution’s representative, or
alternate, may cast one vote on any issue presented to ARKLink.
c. Any person currently employed by a member
institution may participate in ARKLink activities, hold office, serve on
committees, and engage in debates on ARKLink policy. Only the official ARKLink
representative from each member institution or an alternate designated by that
representative may cast a vote. Nonmembers may attend open meetings.
Section 3. Withdrawal
from Membership
A member may withdraw from ARKLink by submitting a
written notice to the President of the Board.
Section 4. Membership Year.
The membership year shall begin January 1.
ARTICLE IV. DUES AND INCOME
Section 1. Dues
Should dues be assessed, the amount is to be
recommended by the Board of Directors and approved by the membership, and shall
be payable during the first quarter of the membership year.
Section 2.
Dispersal of Assets
Upon the dissolution of
the organization, the Board of Directors shall, after paying or making
provisions for the payment of all the liabilities of the organization, dispose
of all the assets of the organization exclusively for the purposes of the
organization in such a manner, or to such organization or organizations
organized and operated exclusively for charitable, educational, religious or
scientific purposes as shall at the time qualify as an exempt organization or
organizations under section 501 (c) (3) of the Internal Revenue Code of 1986
(or the corresponding provision of any future United States Internal Revenue
Law), as the Board of Directors shall determine.
Any asset not so disposed of shall be
disposed of by the Court of Common Pleas of the county in which the principal
office of the organization is then located, exclusively for such purposes or to
such organization or organizations, as said court shall determine, which are
organized and operated exclusively for such purposes.
Section 3.
Apportionment of Assets
Apportionment of the assets, upon
dissolution, shall be to its successor organization or shall be made to the
number of dues paying members of the organization at the date of dissolution.
Section 4. - Inurement of Income
No part of the net earnings of the
organization shall inure to the benefit of, or be distributable to its members,
trustees, officers or other private persons except that the organization shall
be authorized and empowered to pay reasonable compensation for services
rendered.
ARTICLE V. EXECUTIVE OFFICERS
Section 1. Board of Directors
The Board of Directors of this organization shall be
a President, a Vice‑President/President‑Elect, a Secretary,
Section 2. Terms of Office
a. The Vice-President/President-Elect shall serve the
first year after election as Vice‑President and the second year as
President and the third year as Past President.
b. The Secretary shall be elected for a term of
two years and may serve no more than two successive terms.
c. The
d. Officers shall take office immediately
following
Section 3. Vacancies
a. The Vice-President shall immediately become President
upon the resignation of the president for the unexpired term, and for the term
s/he was initially elected to serve.
b. A vacancy of
c. A vacancy of the Secretary position may be filled
for the balance of the term thereof by special appointment of the ARKLink
Board of Directors.
d. A vacancy of the
Section 4. Duties of the President
a. Preside at membership meetings
of ARKLink and at meetings of the ARKLink Board.
b. Appoint
members to each of the Standing Committees.
c. Name such ad hoc committees as may be
required to carry out the purposes of the organization and appoint
committee members with the approval of the ARKLink Board.
d. Perform other duties as are necessarily incident
to the office of President and as may be prescribed by the ARKLink Board.
Section 5. Duties of the Vice-President/President-Elect
a. Perform the duties of the President in the event
of the President's temporary disability or absence from meetings, or if the President
becomes unable to hold office.
b.
Complete assignments as delegated by the President.
Section 6. Duties of the Secretary
a. Record and distribute minutes of membership
meetings and of the ARKLink Board meetings.
b. Distribute mailings to the membership as
required by the ARKLink Board.
c. Perform other duties as are necessarily incident
to the office of Secretary as may be prescribed by the ARKLink Board of
Directors.
Section 7: Duties of the
a.
Record and account for
all funds received in the name of the organization and provide for the fiscal
agent to handle such funds.
b.
Report on the disbursement
of any funds.
c.
Prepare internal or
external reports as needed by regulatory agencies of the state or federal
government.
d.
Provide proof of bonding when deemed appropriate by the Board of Directors.
e.
Perform other duties customarily associated with the office of
Section 8. Duties of the Past President
Serve
in an advisory role to the President and the ARKLink Board.
Section 9. Duties of
the Board of Directors
a. Approve appointments made by the President to other
such standing or ad hoc committees as may be required to carry out the
purpose of ARKLink.
b. The ARKLink Board of Directors shall have
meetings between membership meetings as needed.
c. The ARKLink Board shall meet upon call of the President,
or on demand by a majority of the membership, in accordance with the
fulfillment of the purpose of the organization.
d. A majority of the directors in office immediately
before a meeting shall constitute a quorum for the transaction of business.
Section 10. Removal
of Board Members
Board members may be removed from office by 2/3 vote
of the members. An officer may resign
with no loss of participation as an ARKLink member by submitting a notice in
writing to the President, or in the case of the President, to the President-Elect.
ARTICLE VI. ARKLink Advisory Committee
Section 1. Advisory
Committee Members
The ARKLink Advisory Committee shall consist of
Section 2. Duties of the ARKLink Advisory Committee
a. Exercise
b. Recommend a nominating committee of three
representatives from member institutions in good standing who shall nominate
candidates for the Board of Directors and other positions in accordance
with Article IX.
Section 3. Meetings
a. The Advisory Committee shall have meetings between
membership meetings as needed.
b. The Advisory Committee shall meet upon call of the
President, or on demand by a majority of the membership, in accordance
with the fulfillment of the purpose of the organization.
c. A majority of the Advisory Committee members serving
immediately before a meeting begins shall constitute a quorum for the
transaction of business.
ARTICLE VII. COMMITTEES
Section 1. Standing Committees
A. The Standing Committees of ARKLink shall
be:
1. Collection Development Committee, which shall investigate
methods for libraries to share purchasing responsibilities toward a goal of
having more comprehensive and diversified collections throughout the
state.
2. Database Purchasing Committee, which shall gather
information about top‑priority databases to purchase jointly, and then
negotiate with vendors or third-party agents to garner the most advantageous
price for ARKLink members.
3. Financial Resources Committee, which
shall identify and research various funding sources for possible gift/grant
applications or other operating funds.
4. Resource Sharing Committee, which shall gather
input from library participants on various ways that sharing of resources and may
be accomplished by the use of sharing agreements, a courier service, and a
union catalog, etc.
5. Governance Committee which shall propose revisions
to the governance documents of the organization and handle matters related to
the legal status of ARKLink.
b. Standing Committee members are appointed by the President
subject to the approval of the ARKLink Board.
c. Members of each Standing Committee shall
elect a Chair. That Chair shall serve a one year term.
d. Each Standing Committee shall report directly
to the ARKLink Board and to the Advisory Committee as needed.
Section 2. Ad Hoc Committees
a.
Ad hoc committees shall be formed as needed.
b.
Committees shall serve to the completion of appointed task.
c. Committee members and committee chairs shall be
appointed by the President subject to the approval of the ARKLink Board.
d.
All committees shall report directly to the ARKLink Board.
ARTICLE VIII. MEMBERSHIP MEETINGS
Section 1. Number of Meetings
a. There shall be membership meetings held at sites
and times selected by the ARKLink Board. At least one membership meeting
a year shall be held.
b. Special meetings may be called by the President or
by a written request of 25% of the official representatives from member
institutions.
Section 2. Notice of Meetings
Notice of any meeting shall be distributed to each
member institution by the President or Secretary no less than ten days in
advance, with a statement of the time and place, and containing
information as to the subject or subjects proposed for discussion or
consideration.
Section 3. Powers
All official representatives from member institutions
present at a membership meeting shall have, by majority vote, the power to:
a.
Adopt rules and agenda for governing membership meetings.
b. Refer any matter to the ARKLink Board, including
recommendations for action, and may request the ARKLink Board to report on such
matters at a future meeting of the organization.
Section 4. Quorum
One-quarter of the total membership shall constitute
a quorum for the transaction of business.
ARTICLE IX. NOMINATIONS AND ELECTIONS
Section 1. Nominations
a. A Nominating Committee of three representatives
from member institutions in good standing shall be appointed annually by
the ARKLink Advisory Committee.
b. The Nominating Committee shall nominate a
candidate or candidates for the offices of Vice‑President/ President‑Elect, Secretary,
and Treasurer, as needed.
c. The Nominating Committee shall announce to all
members of ARKLink the intent to seek nominations on or about October 1st
of each year.
d. Nominations may be submitted in writing to the
Nominating Committee for 30 days after the announcement of the intent to
seek nominations.
e. No name shall be placed on the ballot without the consent
of the person being nominated.
f. The Nominating Committee shall submit
Section 2. Elections
a. The Secretary shall prepare and distribute one
copy of the ballot to the official ARKLink representative of each member
institution no later than November 30th of the year.
b. Ballots shall be due back to the Secretary no
later than 30 days from the date they were sent. The exact due date shall be
printed on the ballot.
c. The ballots shall be tallied by
d.
All candidates shall be elected by a majority of the votes cast.
e. The President shall contact each candidate with
the results and then shall announce the results to the membership.
Section 3. Special Elections for Vice-President/President-Elect
a.
The Board shall serve as the Nominating Committee.
b. The Nominating Committee shall announce its intent
to seek nominations immediately upon the announcement to the membership
of the vacancy in the position of Vice-President/President-Elect.
c. Nominations and elections shall proceed according
to the appropriate provisions of Sections 1 and 2 of this article and shall
meet the time limit set forth in Article V, Section 3.b.
ARTICLE X. AMENDMENTS
a.
The Governance documents
ARKLink may be amended, repealed, or altered in whole or in part by official
ballot only. Amendments to the Bylaws require a majority vote of the
ballots returned to the Governance Committee by the official ARKLink representatives
of each member institution, or their designated alternate.
b.
No provision of the
governance documents/bylaws may be removed if it is required by state or federal
regulation in order to obtain, or maintain the tax-exempt status of the organization.
ARTICLE XI. PARLIAMENTARY AUTHORITY
The latest edition of Robert's Rules of Order shall
govern ARKLink in all cases to which it is applicable and in which it is
not inconsistent with the Governance Documents.
Bylaws
Attachment to the Governance Document
Of
ARKLink
Library Consortium, Inc.
Attachment 1. Memorandum Understanding among Member Institutions
|
This Memorandum of
Understanding is to record the understanding between the members of the
ARKLink Library Consortium, Inc. initially composed of public and private
To increase, enhance, and facilitate cooperation among libraries in the state
of This Memorandum of
Understanding may be terminated or amended by the mutual consent of the
parties at any time. Any member library may terminate its affiliation with
the ARKLink Library Consortium, Inc. at any time by way of written notice to
the ARKLink Board. |
Approved