Section 1. Titles. The corporation shall have a president, a vice-president/president
elect, a secretary and a treasurer. The vice-president/president elect
shall automatically become president after one (1) year and shall so serve
during the second year following his/her election.
Section 2. Qualifications. The president and vice-president/president elect must be members of the American Association of Law Libraries.
Section 3. Nomination and Election.
(A) Election; Term of Office. The officers of the corporation shall be chosen annually by the active members by ballot, and each officer shall hold office for one calendar year or until such officer's successor shall have been duly elected and qualified or until such officer's death, resignation, or removal. Officers may be re-elected to serve more than one term in office.
(B) Nominating Committee. The Nominating Committee shall consist of three (3) members.
(C) Nominations. No later than March 1 of each year the Nominating Committee shall present to the membership a slate consisting of at least one candidate for vice-president/president elect, treasurer, and secretary. The Nominating Committee shall request and retain written acceptance from each candidate placed on the slate. In the event it is known in time that the current vice-president/president elect cannot assume the presidency, someone shall also be nominated for president. Further nominations, except for the office of president, shall be made upon written petition of ten (10) voting members in good standing. Such petitions, accompanied by written acceptance of the nominees, must be filed with the secretary of the corporation not later than March 15.
(D) Ballots. The Nominating Committee shall provide ballots to all paid active members by April 1. Ballots must be received by the Nominating Committee by April 30.
Section 4. Resignation. Any officer may resign at any time by giving written notice to the secretary of the corporation who shall advise the Board of Directors. Such resignation shall take effect at the time specified therein or, if no time is specified, then upon receipt of the resignation by the secretary and, unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.
Section 5. Removal. Any officer may be removed from office by a two-thirds (2/3) vote of the Board of Directors whenever in their judgment the best interest of the corporation will be served thereby.
Section 6. Vacancies. A vacancy occurring in any office, for any reason, may be filled for the unexpired portion of the term of said office by a majority vote of the Board of Directors. In case of the death or resignation of the president, the vice- president/president elect shall become president and shall serve until the end of his/her elected term.
Section 7. Compensation. All officers of the corporation shall serve without compensation.
Section 8. President. The President shall be the chief administrative officer of the corporation and shall have such duties, responsibilities and powers as may be necessary to carry out the directions and policies of the Board of Directors or prescribed in these By-Laws or otherwise delegated by the Board of Directors and shall at all times be subject to the policies, control and direction of the Board of Directors. The President may sign and execute, in the name of the corporation, any instrument or document consistent with the foregoing general delegation of authority or any other instrument or document specifically authorized by the Board of Directors, except when the signing and execution thereof shall have been expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the corporation; provided, that neither the President nor any other officer may sign any deed or instrument of conveyance or endorse any security or execute any checks, drafts, or other orders for payment of money, notes, acceptances, or other evidence of indebtedness without the specific authority of the Board of Directors pursuant to these By-Laws. The president shall, whenever it may in the president's opinion be necessary, prescribe the duties of other officers and employees of the corporation, in a manner not inconsistent with the provisions of these By-Laws and the directions of the Board of Directors.
Section 9. Vice-President/President Elect. In the absence or disability of the president, the vice-president/president elect shall perform the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions on, the president. The vice-president/president elect shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these By-Laws.
Section 10. Secretary. The secretary shall:
Section 11. Treasurer. The treasurer shall perform or have performed under the treasurer's direction the following functions:(A) Keep copies on file of the Articles of Incorporation and By-Laws, as amended.
(B) Keep minutes on file of all meetings of the membership and the Board of Directors, with the time and place of holding, whether regular or special, for the current and previous calendar years, and forward older minutes to the Archives Committee.
(C) See that all notices are duly given in accordance with the provisions of these By-Laws or as required by law.
(D) See that the corporation's books, reports, statements and all other documents and records required by law are properly kept and filed.
(E) Exhibit for inspection upon request the relevant books and records of the corporation to any member.
(F) In general, perform all duties incident to the office of secretary, and such other duties as may be assigned by the Board of Directors.
(A) Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors.
(B) Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital and surplus.
(C) Exhibit for inspection upon request the relevant books and records of the corporation to any member.
(D) Render interim statements of the condition of the finances of the corporation to the Board of Directors upon request, and render a financial report at the annual meeting.
(E) Receive, and give receipt for, moneys due and payable to the corporation from any source whatsoever.
(F) In general, perform all the duties incident to the office of the treasurer and such other duties as may be assigned by the Board of Directors.
Revised: May 2007
