Summary of Proposed Amendments to the NYLA By-laws

Background

Earlier this year the NYLA Council charged the Council’s Executive Board with reviewing and updating NYLA’s By-laws to ensure compliance with the Nonprofit Revitalization Act of 2013 (NPRA) and update the organization’s guiding document to better reflect our current mission and governance structure. The Executive Board was assisted in this process by Executive Director Jeremy Johannesen and Mike Neppl, NYLA’s in-house counsel. The New York State Council of Nonprofits was consulted and provided guidance during the process. The NYLA Council, in accordance with Article XXII of the NYLA By-laws, voted to recommend the adoption of these proposed amendments, and now sends them to the NYLA Membership for ratification during the annual meeting.

Summary of Proposed Amendments

The proposed amendments fall into three general categories: new provisions to comply with the Nonprofit Revitalization Act of 2013; minor amendments to the current By-Laws aimed at strengthening the Association’s mission; and amendments to facilitate ease of use.  The last is limited to re-ordering and re-organizing the current By-Laws, and are not detailed here. This summary of amendments is ordered here as they appear in the proposed By-Laws:

  1. Unemployed Librarian is removed as a class of Personal Membership
  2. Libraries and Library Systems are now distinct classes of Organizational Membership
  3. Friends of Libraries Groups and Affiliate Organizations are added as classes of Organizational Membership
  4. Definition of Quorum for Membership Meetings is refined to offer greater detail
  5. The Treasurer-Elect’s term is expanded from one year to two years
  6. Provision for filling a vacancy in the position of Immediate Past President is added
  7. Term limits are added for Councilors-at-Large and ALA Chapter Councilor: no more than two consecutive terms (term duration remains three years)
  8. Provisions for resignation and removal of Council Members added
  9. Express approval for Electronic Communications at Council Meetings
  10. Article VI (“Committees”) contains nearly all new language required by the NPRA:
    1. Differentiates between “Committees of the Board” and “Committees of the Corporation”
    2. Clarification on Council actions relative to Committee appointments
    3. Finance Committee is renamed Audit & Finance Committee, with specific duties added to comply with NPRA
  11. Language added to clarify that Officers of the Association, Members of Council, Members of Committees or Task Forces, are limited only to reasonable reimbursement of actual expenses incurred in performance of their duties
  12. Article X (“Statutory Compliance”) is new language necessitated by the NPRA, and related to Conflicts of Interest and Related Party Transactions
  13. Article XI (“Indemnification of Directors, Officers & Employees”) is added to comply with NPRA
  14. Article XII (“Fundamental Corporate Changes”) adds new language to clarify the manner in which the Association’s foundational documents may be amended, and/or enter into or alter corporate relationships
  15. Appendix “A” (“By-Law and Corporate Policy Definitions”) is added to clarify existing terms in the By-Laws, and defines statutory terms adopted in the NPRA
  16. Appendix “B” (“Board of Directors Conflicts of Interest & Related Party Transaction Policy”) is added to conform with the requirements of the NPRA
  17. Appendix “C” (“Annual Potential Conflicts Disclosure Statement”) is added to conform with the requirements of the NPRA

The complete proposed document is available for review:

Proposed Corporate By-Laws for the New York Library Association (PDF)

These revisions will be brought before the NYLA membership for ratification at the
NYLA Annual Membership Meeting
Thursday, October 22, 2015  8:00 AM
Olympic Conference Center, Lussi Ballroom, Lake Placid, NY.

The current NYLA By-Laws are also available for review.

The proposed revisions have been reviewed and approved by the NY Council of Non Profits - Compliance Memo (PDF)

Questions on the current By-Laws or proposed revisions can be submitted to director@nyla.org