New York Library Association By-Laws

APPROVED:  November 4, 2021

ARTICLE I
Name, Territory, Office & Corporate Status
ARTICLE II
Corporate Purposes & Applicability
ARTICLE III
Membership
ARTICLE IV
Officers
ARTICLE V
Association Council
ARTICLE VI
Committees
ARTICLE VII
Elected Officer & Director Compensation, Reimbursement & Loans
ARTICLE VIII
Fiscal Year & Independent Financial Audit
ARTICLE IX
Affiliation with American Library Association (ALA)
ARTICLE X
Statutory Compliance
ARTICLE XI
Indemnification of Directors, Officers & Employees
ARTICLE XII
Fundamental Corporate Changes


ARTICLE I.

Name

Section 1.  Name.  The Corporation shall be known as: New York Library Association, Inc. (hereinafter “the Association”).

 

ARTICLE II.

Corporate Purposes & Applicability

Section 1.  Corporate Purposes.  The purposes of the Association are set forth in the Certificate of Incorporation, as may be amended, and qualify the Association for exemption from income taxation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as may be amended. The purpose of NYLA is to lead, educate, and advocate for the advancement of the New York library community.

 

ARTICLE III.

Membership

Section 1.  Classes of Membership.  The Association shall have two (2) classes of Members: Personal and Organizational.

Section 2.  Qualifications & Criteria for Membership.  The Board of Directors (hereinafter referred to as the “Council”) establishes qualifications and criteria for Membership.
Any person or organization interested in the mission of the Association is considered a member upon payment of the annual dues to the Association.  Dues rates are determined by a vote of Council and are differentiated based on the category of membership. The Membership year is for a period of twelve months beginning the first of the month following the date in which the dues are received.  Membership is non-transferable and non-refundable. Only Personal Members of the Association shall have the right to vote, hold office, or serve on a committee. 


2.1. Personal Members.  Personal Members are of the following categories:

2.2. Organizational Members.  Organizational members shall designate one member of the organization as their representative. Organizations may also include in their membership a number of trustees or individuals employed by the organization who will have all the rights and privileges as personal members. The maximum number of individuals that can be included in the membership is predefined by the budget range of the organization.  All trustees are automatically included in organizational membership as nonvoting members.  Organizations may choose to add an LTAS Rider to give personal membership rights to all trustees. The schedule of dues and bundled personal memberships for Library and Library System members is found in the Financial Policies Manual.

2.3. Additional Opportunities for Either Membership Class.  The following enhancements are available for Members of either class:
a.     Members of the Association may designate their primary Section of the Association, with a percentage (at least 20%) of their annual dues being allocated to the designated Section.  The percentage will be determined annually by a vote of Council during the NYLA annual budget process.  Members may elect to join more than one Section.  A fee determined by the Council is required for each additional Section joined.
b.    Members may join as many Roundtables as they choose. A fee determined by the Council is required for each Roundtable joined.

Section 3.  Dues & Membership Year.  The Council of the Association shall establish the dues for each category and class of Membership. The Membership year is for a period of twelve months, beginning the first day of the month after the Membership dues have been received by the Association.

Section 4.  Annual Meeting.  An annual meeting of the Membership shall be held at a time determined by the Council.  The meeting may be held in an in-person, virtual, or hybrid mode as determined by the Council and announced in advance.

Section 5.  Special Meetings.  Special Meetings of the Members entitled to vote may be called at any time by the President, a majority vote of the Council, or upon the written request of at least ten percent (10%) percent of the personal members entitled to vote. No business shall be conducted at a Special Meeting that is not included in the issued Notice. Calls for Special Meetings shall be submitted to the Executive Director of the Association.  The meeting may be held in an in-person, virtual, or hybrid mode as determined by the Council and announced in advance.

Section 6.  Meeting Notice.  Notice of a Meeting of the Members of the Association shall be issued as prescribed by statute.

Section 7.  Quorum. At any duly called Meeting of the Membership (in-person, virtual, or hybrid), the lesser of ten percent (10%) of eligible personal members, or one-hundred (100) personal members, shall constitute a quorum.  When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any Member(s).

Section 8.  Annual Report.  The Council of the Association shall annually present to the Membership a report outlining the Association’s fiscal status. This report shall include an annual balance sheet and profit and loss statement or a financial statement performing a similar function for the preceding fiscal year, confirming assets (restricted and unrestricted) and liabilities, revenues and receipts, and expenses.  Each such report shall be filed with the records of the Association and a copy, or an abstract thereof, shall be entered in the minutes of the proceedings of the Meeting of the Members at which the report is presented.

 

ARTICLE IV.


Officers

Section 1.  Officers of the Association.  The personal members of the Association shall elect the Officers of the Association by majority vote. The Officers of the Association shall be President, President-Elect, Immediate Past President, Treasurer, and Treasurer-Elect. The office of the President shall rotate among the three types of libraries:  public; school; and academic/special. Officers of the Association shall begin service at the passing of the gavel at the Annual Conference or by November 15 whichever comes first.  All officers shall turn over their records in good order to their successors within one month after the date they take office.  The terms of office are:


The President shall serve a term of one (1) year, and become Immediate Past President upon expiration of the President’s term. Duties include and are not limited to:

The Immediate Past President shall serve a term of one (1) year.  Duties include and are not limited to:

The President-Elect shall serve a term of one (1) year and shall become the President upon the expiration of the President's term.  Duties include and are not limited to:

The Treasurer shall serve a term of two years.   Duties include and are not limited to:

The Treasurer-elect shall serve a term of two (2) years concurrent with the Treasurer's term and shall become the Treasurer upon the expiration of the Treasurer's term. Duties include and are not limited to:

Each elected Officer shall hold office for the term until the successor has been appointed. The Officers of the Association will be considered the Executive Committee.


Section 2.  Executive Committee.  The Executive Committee shall have the powers and duties prescribed in the bylaws of the Association and those delegated by the Council, unless otherwise precluded by statute, regulation or these bylaws. Duties include and are not limited to (see also Article VI, 2.1.2): 

Section 3. Vacancies.  Vacancies occurring during an Officer’s term shall be filled as follows:

Section 4. Executive Director.  The Association President will appoint a Search Committee Chair with the approval of the Executive Committee. The Search Chair will assist in creating the search committee. The membership of the entire search committee must be approved by Council. The search committee shall include at least one officer of the Executive Committee, one system representative each from the three system types, and one representative from each library type. The search committee reviews and interviews candidates and makes a recommendation(s) to the Executive Committee. The Executive Committee selects the final candidate and presents that recommendation to the Council for approval.  The Executive Director is considered an ex-officio member of the Council and has no voting privileges. 

 

ARTICLE V.


Association Council

Section 1.  General Management.  The Association shall be governed by a Council, which shall function as the board of directors and shall have authority in governing the operations, finances and affairs of the Association. The Council shall approve a budget for the succeeding fiscal year prior to the conclusion of the current fiscal year. The Council shall determine the policies and procedures of the Association.  The Council may propose amendments to the bylaws for member approval.
There shall be one official publication of the Association, which shall be issued at regular intervals on a schedule determined by the Council and distributed regularly to all Members of the Association.

Section 2.  Membership. The Council shall consist of the Officers of the Association as identified in Article IV, Section 1, six Councilors-at-Large, the American Library Association (hereinafter referred to as “ALA”) Chapter Councilor, and one representative from each Section and Regional Chapter of the Association. The terms of office for all members of the Council shall begin immediately after the passing of the gavel at the Annual Conference, or by November 15, whichever comes first.  

Section 3.  Meetings. The Council shall hold at least three (3) Meetings per year. All meetings of Council are open to members in good standing.  At the discretion of Council, any member of the Association who attends the meeting may make comments or ask questions.  

Section 4.  Quorum.  A simple majority of the voting Members of the Council shall constitute a quorum for the transaction of any business.  

Section 5.  Voting.  Each Official Member of the Council shall have one (1) vote. 

Section 6.  Action by the Council.

Section 7. Authority of the Council to Facilitate: Sections, Chapters, Roundtables.

 

ARTICLE VI.


Committees

Section 1.  Committee Types & General Authority & Responsibilities.  The Council may charge committees to perform various functions on behalf of the Council or the Association in either of the two (2) available types: Committees of the Council and Committees of the Association.  Each Committee of the Council and Committee of the Association, and every member thereof, shall serve at the pleasure of the Council.  All Committees shall keep minutes of all proceedings, to be regularly submitted to the Secretary for subsequent distribution to the entire Council, and report to the Council, at its next scheduled Regular Meeting, all activities and determinations.

Section 2.  Committees of the Council.  There shall be the following Standing Committees of the Council: the Executive Committee and the Audit & Finance Committee. Committees of the Council shall be comprised solely of, at least, three (3) voting Council Members, elected by majority vote of the Entire Council, and shall have either standing authority and/or may be designated specific authority from time-to-time by the Council to take action within statutory limitations that would legally bind the Council and/or the Association.

Section 3.  Committees of the Association.  Committees of the Association shall be comprised of, at least, three (3) individuals recommended for appointment by the President and approved by majority vote of the entire Council and shall either have standing authority or may be designated specific authority from time-to-time by the Council.  Committees of the Association are advisory in nature and cannot take actions that bind the Council and/or the Association. There shall be the following Standing Committees of the Association: Nominating Committee, Policy Committee, Personnel Policy Committee. The President, President-Elect and the Executive Director shall be ex-officio, non-voting, members of Committees of the Association.

Section 4.  Meetings.  Meetings of committees, of which no formal notice shall be necessary, shall be held at such time, place, and format as may be fixed by the President or the Chair of the applicable Committee.

Section 5.  Quorum and Manner of Acting.  Unless otherwise provided by resolution of the Council, a majority of all of the members of a committee shall constitute a quorum for the transaction of business and the vote of a majority of all of the members of the committee shall be the act of the committee.  The procedures and manner of acting of all committees shall be subject to the direction of the Council, except where the Council has permissibly delegated authority to act, within statutory limitations, to a Committee of the Council.  All committees shall maintain and provide to Council minutes of their meeting actions, decisions, and/or recommendations.

Section 6.  Vacancies. Vacancies created on a Committee of the Council or a Committee of the Association shall be filled in accordance with the requirements of this Article.

 

ARTICLE VII.


Elected Officer & Director Compensation, Reimbursement & Loans

Section 1.  Compensation.  No Officer of the Association, Member of the Council, or Member of a Committee or Task Force shall receive compensation for their service. However, with prior approval of the Council, they may be reimbursed for actual, reasonable expenses incurred in the performance of their duties. The Council shall be empowered to provide reasonable compensation, together with reimbursement for reasonably incurred expenses, for employed staff of the Association.

Section 2.  Loans. No loans shall be made by the Association to its Directors, Officers, Members of Committees or to any other corporation, firm, association or other entity in which an Officer, Member of the Council, or Committee Members of the Association are directors or officers or hold a substantial financial interest, except as may be permitted by statute.

 

ARTICLE VIII.


Fiscal Year & Independent Financial Audit

Section 1.  Fiscal Year.  The fiscal year of the Association shall commence on the 1st day of July and conclude on the 30th day of June.

Section 2.  Independent Financial Audit.  If required by statute, contractual obligation, demanded by the Office of the Attorney General, requested by another regulatory agency or funder as a condition of funding, or otherwise recommended and authorized by the Council, the accounts of the Association shall be subject to an annual audit report or review to prepared by an Independent Auditor (as defined by statute) to be overseen by either the Council, or an authorized Committee of the Council.

 

ARTICLE IX


Affiliation with American Library Association (ALA)

Section 1. The Association shall be a chapter of the American Library Association (ALA), as provided in the Bylaws of the ALA. A Chapter Councilor shall be elected at the same time as Association officers, for a term as required by the constitution and Bylaws of ALA.  The Chapter Councilor shall also be a member of the Council.

 

ARTICLE X


Statutory Compliance

Section 1.  Definitions.  Should any term, phrase or understanding relative to any topic addressed in these By-Laws and/or the policies of the Association be specifically defined in be defined in Appendix “A,” of these By-Laws the stipulated definition of such term shall govern for purposes of interpreting the By-Laws and/or corporate policies.

Section 2.  Conflicts of Interest & Related Party Transaction Protocols.  This Association shall adopt, and at all times honor, a written Conflicts of Interest & Related Party Transaction Policy to assure that Officers, Members of the Council, Committee Members and Key Employees act in the Association's best interest and comply with applicable statutory, regulatory and ethical requirements.  The Conflicts of Interest & Related Party Transaction Policy shall include, at a minimum, the following provisions:
Procedures. Procedures for disclosing, addressing, and documenting Conflicts of Interest and Related Party Transactions to the Council, or an authorized committee, as appropriate.
Restrictions. Stipulations that when the Council, or an authorized committee, as appropriate, is considering a real/potential conflict of interest, the interested party shall not:

Section 3.  Conflicts of Interest & Related Party Transaction Conflicts Policy.  The Conflicts of Interest and Related Party Transaction Policy of the Association is annexed hereto, and made a part hereof as Appendix “B.”  This policy may only be amended, modified or repealed by a two-thirds (2/3) majority vote of the Council present at any Annual Meeting, Regular Meeting or Special Meeting called for that purpose, with the change in policy to not be applicable to any pending or currently being reviewed real or potential conflicts of interest or Related Party Transaction.

Section 4.  Potential Conflicts Disclosure Statement.  The Potential Conflicts Disclosure Statement of the Association required in order to comply with the mandates of Section 2 of this Article is annexed hereto, and made a part hereof as Appendix “C.”  

 

ARTICLE XI.


Indemnification of Directors, Officers & Employees

The Association shall indemnify its Councilors, Officers, employees and volunteers against judgments, fines, amounts paid in settlement and reasonable expenses and costs, including attorney’s fees, in connection with any claim asserted against the Councilor, Officer, employee or volunteer by court action, or otherwise, by reason of the fact that such person was a Councilor, Officer, employee or volunteer of the Association and acting in good-faith for a purpose which such person reasonably believed to be in the best interest of the Association, and was not unlawful, unethical or immoral.  In order to assure adequate indemnification, the Association shall be required to purchase and maintain appropriate Councilors and Officers (“D & O”) liability insurance coverage.

 

ARTICLE XII.


Fundamental Corporate Changes

Section 1.  By-Law Amendment. Amendments may be initiated by the Council, or by petition of 25 or more personal Members. The Council shall be required to submit all proposed amendments of the Association’s bylaws with recommendations and rationales, for ratification by a majority of Members who cast a ballot (a minimum of 100 ballots must be cast) either at the annual membership meeting or through electronic ballot. Membership shall have at least 30 days to review and publicly comment on any proposed amendments to the bylaws.

Section 2.  Certificate of Incorporation Amendment.  The Association’s Certificate of Incorporation may be changed or amended, in whole, or in part, by a two-thirds (2/3) majority vote of the Members present at any Annual Meeting, Regular Meeting or Special Meeting called for that purpose, provided all statutory approvals are subsequently secured and any Certificate of Change or Amendment is accepted for filing by the New York Department of State.

Section 3.  Creation of Corporate Affiliate Relationship.  This Association may enter into an Affiliate (as defined by Appendix “A”) relationship, such as a parent/subsidiary with another corporation, or form a new corporation for purposes of establishing an Affiliate relationship, by a two-thirds (2/3) majority vote of the Councilors present at any Annual Meeting or Special Meeting called for that purpose.

Section 4.  Merger or Consolidation.  This Association may be merged or consolidated by a two-thirds (2/3) majority vote of the Councilors present at any Annual Meeting or Special Meeting called for that purpose, provided all statutory approvals are subsequently secured and any Certificate of Merger or Consolidation is accepted for filing by the New York Department of State.

Section 5.  Dissolution Procedure.  Unless stipulated otherwise herein, this Association may be dissolved by a two-thirds (2/3) majority vote of the Councilors present at any Annual Meeting or Special Meeting called for that purpose, provided all statutory approvals are subsequently secured and any Certificate of Dissolution is accepted for filing by the New York Department of State.
5.2.  Residual Assets.  In seeking approvals necessary for Dissolution, the Association shall exercise its best efforts to assure that any residual assets shall be donated to another Not-for-Profit Corporation, or Corporations, qualified under Section 501(c)(3) of the Internal Revenue Code with corporate purposes similar to those of this Association.

 

NYLA Corporate By-Laws - with Appendices