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
(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,
(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