May 2006 revision
AALL Bylaws Committee
These model bylaws are intended to be a guide to new special interest sections drafting a governing document or existing special interest sections amending an existing document and for the AALL Bylaws Committee when reviewing the governing documents of special interest sections. The first set of model special interest section bylaws was published in the March 1977 AALL Newsletter (v.8, no.3). The model bylaws were revised in 1982/83, and that version was printed in subsequent editions of the SIS Handbook. Changes in AALL policies or refinements to AALL constitutional interpretation necessitated the 1994 and 2006 revisions.
A special interest section may be formed upon approval by the AALL Executive Board of a petition signed by 50 AALL voting members, provided that the group has functioned as an informal caucus for at least three years prior to making the request. The application should include the bylaws of the proposed special interest section. However, members considering the creation of a new special interest section should seriously consider whether one is truly necessary. One should be certain that, not only are there a good many people who share a particular interest and will actively participate in the special interest section's efforts, but also that no existing special interest section is willing, or able, to cover this interest. An extremely small, narrowly focused special interest section is not likely to be the most effective vehicle for pursuing its goals.
The special interest sections are governed at the most basic level by the article entitled "Special Interest Sections" in the AALL Bylaws. Members responsible for drafting special interest section bylaws should read AALL Bylaws carefully, noting in particular that 1) their own bylaws must not conflict with the AALL Bylaws, and, 2) newly created or amended bylaws must be transmitted to the AALL Bylaws Committee for review.
The model document recommends, rather than requires, specific language. However, in order to lessen the chance of conflict with the AALL Bylaws, the constitution and/or bylaws of the special interest section should be as similar in terminology to the AALL documents as is feasible. In other cases, use of language included in the model could help avoid conflict. The sources for language used in the model special interest section bylaws include the AALL Bylaws, various existing special interest section documents, and Sturgis, The Standard Code of Parliamentary Procedure, 1988. The order in which the articles of the model bylaws are arranged follows the order of sample bylaws in Sturgis.
Because of the variation in practice from one special interest section to another, alternative provisions are often supplied. However, the model is meant to be a guideline rather than an exhaustive statement of permissible language. In addition to sample language for use in a special interest section's documents, the committee has provided comments for many of the model bylaw provisions. The comments are intended to facilitate use of this model. Any questions about the comments or the text of the model, as well as any suggestions, should be addressed to the AALL Bylaws Committee.
Article I: NAME
Section 1. The name of this special interest section of the American Association of Law Libraries (AALL) shall be the
Comments: The purpose of this article is to identify the group clearly. In light of the number of AALL chapters and their increasing use of acronyms, the AALL special interest sections are strongly urged to include the words "Special Interest Section," "Section" or "SIS" as part of their established name.
Article II: OBJECT
Section 1 (ALTERNATIVE 1). The object of the Section shall be: To provide a forum for the exchange of ideas and information on; and to represent its members' interests and concerns within the AALL.
Section 1 (ALTERNATIVE 2). The object of the ___________________________________ Section shall be: To disseminate information on _____________ to the AALL membership; to further the continuing education of law librarians in the area of ______________; to promote the effective and creative use of ______________ in law libraries; to work in cooperation with similar special interest groups in other associations or organizations.
The special interest section shall conduct its affairs in conformity with the Bylaws of the American Association of Law Libraries.
Comments: Object clause statements which imply that the special interest section will officially represent the interests of its members to the outside world should not be included. The special interest sections are certainly natural sources of advice within the AALL, and their expertise should be made available to AALL representatives, but it is the latter who are authorized to speak for AALL members. As subdivisions of the AALL, special interest sections should not attempt to speak as an independent entity on an issue to some third party.
Article III: MEMBERSHIP
Membership shall be open to any AALL member requesting affiliation with the Section as provided in the AALL Bylaws. Membership shall be renewable each year.
Comments: Special interest section membership is defined by Article X, section 4 of the AALL Bylaws. It currently states that members may affiliate with one or more Special Interest Sections upon payment to the Association of an annual fee for each section. Incorporating the AALL provision by reference is advisable since such incorporation obviates the need for revision, should the specifics of that AALL provision change.
Article IV: OFFICERS
Section 1. Officers. (ALTERNATIVE 1)
The officers shall consist of a chair, vice chair/chair‑elect, and a secretary/treasurer.
Section 1. Officers. (ALTERNATIVE 2).
The officers shall consist of a chair, a vice chair/chair-elect, a secretary/treasurer, and two members-at-large.
Comments: A special interest section might prefer to have a secretary and a treasurer (two separate positions), and/or a newsletter editor, education coordinator, or other officers. The alternatives shown above are, however, the most commonly used.
Section 2. Duties of Officers. (ALTERNATIVE 1).
"The officers shall consist of a Chair, Vice-chair/Chair-elect, a Secretary/Treasurer, etc. These officers shall perform the duties usually pertaining to their offices and such other duties as may be assigned by the Executive Board or the membership" Or "with duties as specified in the current [Name] SIS Procedures Manual."
Section 2. Duties of Officers. (ALTERNATIVE 2).
(a) Chair. It shall be the duty of the chair to coordinate all business and projects through the executive committee of this special interest section; appoint members to the committees of the special interest section; prepare a column for each issue of the special interest section's newsletter; act as liaison to the AALL Executive Board through the SIS Council; prepare required reports for and correspondence with the AALL executive director, as appropriate.
(b) Vice Chair/Chair-Elect. It shall be the duty of the vice chair/chair-elect to work with the executive committee; to solicit and develop program ideas; and any other duties delegated by the chair.
(c) Secretary/Treasurer. It shall be the duty of the secretary/treasurer to maintain all written and financial records of the special interest section, including the taking and reporting of minutes of business meetings; manage the budget; mail ballots for annual elections and tabulate the results; and prepare reports as required.
Comments: The special interest section should consider carefully whether it wishes to include specific officer duties in the bylaws, rather than using the special interest section procedures manual for this purpose. If there is a need to redistribute the duties, whether temporarily or permanently, this might be more difficult to effect if the duties are so explicitly spelled out in the bylaws.
Section 3. Terms of Office. (ALTERNATIVE 1)
The vice chair/chair-elect shall serve a two-year term, the first year as vice chair, and the second year as chair. A new vice chair/chair-elect shall be elected each year. The secretary/treasurer shall serve a two-year term, and shall be elected every other year. Officers shall serve until the adjournment of the annual business meeting.
Section 3. Terms of office. (ALTERNATIVE 2)
The vice chair/chair-elect shall serve a two-year term, the first year as vice chair, and the second year as chair. A new vice chair/chair-elect shall be elected each year. The secretary/treasurer shall serve a two-year term, and shall be elected every other year. The members-at-large shall serve two-year terms, with the terms staggered so that one new member-at-large assumes office each year. Officers shall serve until the adjournment of the annual business meeting.
Comments: A special interest section may decide to establish one-year terms for the secretary and treasurer, or for the members-at-large if there is such a position. But the patterns above are the most common for lengths of term.
Section 4. Nominating Committee.
There shall be a nominating committee appointed by the executive committee, to consist of three (3) members, none of whom shall be a member of the executive committee, and none of whom shall be a candidate for office at the succeeding election. Each member of the committee shall serve for a term of one year. The chair of the committee shall be designated by the executive committee.
Section 5. Nominations and Elections
(a) (ALTERNATIVE 1). The nominating committee shall nominate one candidate for each office.
(a) (ALTERNATIVE 2). The nominating committee shall nominate at least two candidates for each office.
Comments: Current nomination and election procedures vary among the different special interest sections. The major differences in these current practices are reflected in the alternatives presented here. The number of candidates nominated varies for both philosophical and practical reasons; i.e., whatever one's attitude towards an uncontested race, smaller special interest sections may not want to subject too many members to elections too frequently.
(b) (ALTERNATIVE 1). All candidates must be members in good standing of the special interest section.
(b) (ALTERNATIVE 2). Only those special interest section members holding individual or designated institutional membership in AALL are eligible to hold office.
Comments: Special interest sections may choose to restrict certain categories of their members from eligibility to hold office, or not. Although individual associate, institutional associate and student members are not permitted to hold national-level AALL office, the Committee on Constitution and Bylaws has interpreted the AALL bylaw provision that "each section shall be empowered to adopt bylaws for its own governance" to mean that the special interest sections may allow these types of members to hold office at the special interest section level, without being in conflict with AALL Bylaws. If there is no statement to the contrary in the special interest section's bylaws, it will be presumed that any person eligible to join the special interest section is also eligible to hold office in that special interest section.
(c) Names of candidates, together with their written acceptances, shall be presented by the nominating committee to the chair in sufficient time to enable the chair to inform the members of the nominations, by mail; this may be done by announcement printed in a newsletter mailed to all members of the special interest section.
(d) Further nominations may be made upon written petition of five (5) members. Such petitions, with the written consent of the nominees, should be filed with the secretary/treasurer, who prepares an official ballot, including nominations by petition.
(e) The secretary/treasurer shall provide a copy of the ballot to each member of the special interest section. Marked ballots shall be returned to the secretary/treasurer by a specified deadline. The candidates receiving the largest number of votes shall be elected and shall be so reported at the special interest section's annual meeting, at which time the ballots shall be destroyed. All candidates shall be notified of the results of the election at the earliest possible time.
Comments: The special interest sections must conduct their elections by mail, or electronically rather than at the AALL annual meeting, because beginning in 1992, the AALL Executive Board has required that the elections of all new special interest section officers be completed no later than two months before the AALL annual meeting.
(f) All of the above procedures must be scheduled and executed so that elections are completed at least two (2) months prior to the date of the AALL annual meeting.
Comments: Some special interest sections have indicated specific dates (e.g., March 1, April 1, April 15, May 10) as the deadlines for completion of the steps described in subsections (c)-(e) above. Although these dates are sufficient to guarantee that elections are completed about 60 days before the AALL annual meetings that are scheduled through 1998, there is no certainty that the AALL meetings after 1998 will always occur in the second week of July. To avoid the necessity of revising bylaws to change specific dates, then, the use of the general provision shown in subsection (f) is recommended.
(g) (ALTERNATIVE 1). In case of a tie vote, a run‑off election shall be held at the annual business meeting. Run‑off elections shall be by secret ballot. The ballots shall be immediately counted and the candidate with the largest number of votes declared elected.
(g) (ALTERNATIVE 2). In case of a tie vote, a run-off election shall be held by special mailing.
(h) (ALTERNATIVE 1).
The occurrence of a vacancy in the position of chair shall be filled by the succession of the present vice chair/chair‑elect to serve as chair until the next scheduled election of special interest section officers. The occurrence of a vacancy in the position of vice chair/chair‑elect or secretary/treasurer shall be filled by a special election conducted by the nominating committee. The person elected by special election shall serve in this position for the duration of the term of office.
(h) (ALTERNATIVE 2).
All vacancies in offices shall be filled by the executive committee for an interim term until the next regular election of officers, at which time said vacancies shall be filled by election, except that the vice chair/chair-elect shall automatically become chair upon a vacancy in such office and shall continue in that office until the expiration of the term for which that person was originally elected to serve as chair.
Comments: The occurrence of vacancies in offices should be anticipated. In considering the alternatives, drafters should carefully consider whether the special interest section wants to be compelled to hold a special election. The effort involved in such a special election might not be justified, especially if the next regular election is imminent.
Article V. MEETINGS.
Section 1. Annual meeting.
There shall be an annual meeting of the _____________________________________ Section, preferably held in connection with, or during the annual meeting of AALL. The scheduling of the annual meeting during the annual meeting of AALL shall be cleared with the annual meeting program chair, or as otherwise provided in the AALL Bylaws. Meetings shall be open to all members of the association (AALL), but no person may vote in any meeting who is not a special interest section member in good standing.
Comments: The second sentence of the article serves as a reminder to special interest section officers of the AALL Bylaws requirement (Article X, section 7) which it essentially restates.
Section 2. Quorum. (ALTERNATIVE 1)
A quorum shall consist of ___ members.
Section 2. Quorum. (ALTERNATIVE 2)
A quorum shall consist of ten percent of the members of the special interest section. The number of members required for a quorum shall be established annually by the officers of the special interest section, dependent upon the number of registered members as of the first day of each calendar year. A quorum will become effective April 1 and remain in effect until the following March 31.
Section 2. Quorum. (ALTERNATIVE 3)
A quorum shall consist of the members present at the meeting.
Comments: If no quorum is fixed, then any number of members at the meeting can validly conduct business. Sturgis recommends a fixed number, as opposed to a percentage of the membership, because the latter should require an official, up‑to‑date certification of the number of members, and could easily become more trouble than it's worth. In favor of a quorum, it can be said that no business should be conducted if a minimum number of members is not present; indeed, the failure of even a small number to attend calls into question the viability of the group. On the other hand, various types of business can be conducted by mail, and the location of some annual meetings, and competing activities, may make obtaining a quorum problematic, even when a group has a reasonable number of interested members.
Article VI. EXECUTIVE COMMITTEE.
There shall be an executive committee consisting of the officers named above and the immediate past‑chair.
Comments: The term "executive committee," rather than "executive board" is suggested in order to eliminate possible confusion with the AALL Executive Board. The responsibilities of the executive committee might be spelled out in greater detail.
Article VII. COMMITTEES. (ALTERNATIVE 1)
There shall be such standing or special committees as the executive committee, or the membership, shall create.
Article VII. COMMITTEES. (ALTERNATIVE 2)
There shall be a Standing Committee on _____________________, and a Standing Committee on _______________________. There shall be such other standing or special committees as the executive committee shall create, or shall be created by a majority vote of those present and voting at an annual meeting of this special interest section. Unless otherwise provided, committee chairs shall be designated by the chair of this special interest section.
Comments: The special interest section might want to specify which committees, as well as the method of choosing committee chairs, i.e., election or appointment. If the terse wording of alternative 1 is used, however, the special interest section can provide more details in its procedures manual, which can be modified more easily than the bylaw provision.
Article VIII: PARLIAMENTARY AUTHORITY
The [name] SIS shall conduct its affairs in conformity with the Bylaws of the American Association of Law Libraries. The rules of order mandated by the Association�s bylaws shall govern all deliberations of the Section.
Article IX: AMENDMENTS
Section 1.These bylaws may be amended at the annual meeting of the Section by a majority of the members present and voting, or by majority of the votes cast by a mail or electronic ballot conducted by the Secretary/Treasurer.
Comments: Although there is practice of having a two-thirds majority be required to amend bylaws, some special interest sections have allowed the approval by a simple majority of those attending the annual meeting. Requiring a mail or electronic ballot increases the opportunity for more special interest section members to participate in decision making; with careful planning, the bylaws amendment ballot can be provided with the officers' election ballot, to save postage and address label expenses.
Comments: Technically, bylaws changes need to be approved by the bylaws committee after the change; however, it has been more efficient to have the committee "preview" any proposed changes and make suggestions before an entity goes through the trouble of proposing an voting on changes.
Notice of proposed amendments shall be provided to the special interest section's members, or be published in the special interest section's newsletter, 30 days in advance of the meeting, or of the mailing of ballots.
Comments: Adding the requirement of a 30 day notice is strongly recommended. This is particularly important for those special interest sections that vote on bylaw amendments at their annual meeting; any member who feels strongly about a proposed change might then attend the meeting, even if he/she hadn't previously planned to do so.