Bylaws of the Philadelphia Regional Chapter, Inc.
A Chapter of the Medical Library Association, Inc.
ARTICLE I. NAME AND BOUNDARIES
§1. Name
The name of this organization shall be the Philadelphia Regional Chapter, Inc., a Chapter of the Medical Library Association, Inc. hereafter in these bylaws called the Chapter.
§2. Boundaries
The boundaries of the Chapter shall be the State of Delaware and that portion of the State of Pennsylvania bounded by the Delaware River to the east, the New York State border on the north, the State of Maryland to the south and to the west, the eastern border of the counties of Bedford, Blair, Centre, Clinton, and Potter.
ARTICLE II. PURPOSE
The purpose of this organization shall be to promote health sciences libraries by fostering the educational and professional growth of health sciences librarians and information specialists in the Philadelphia region.
ARTICLE III. MEMBERSHIP
§1. Members
Membership shall be open to all persons who are actively engaged or interested in the work carried on in libraries or information centers serving medicine and allied scientific fields. Both members and nonmembers of the Medical Library Association, Inc. may belong to this Chapter.
§2. Rights & Privileges
Members in good standing shall be eligible to vote, to hold office and to serve on committees as stipulated in these Bylaws, except that only Voting Members of the Medical Library Association shall be qualified to move or to vote on recommendations to the Chapter Council regarding MLA policies or actions, or to vote on the selection of the Chapter’s Representative and Alternate Representative to the Chapter Council. Honorary Chapter membership may be conferred at the discretion of the Chapter Board of Directors.
§3. Dues
A. Annual dues shall be assessed in an amount recommended by the Board of Directors and approved by a majority of the membership present and eligible to vote at the Annual Meeting of the Chapter. Chapter dues may not exceed MLA membership dues for Regular Members.
B. Dues shall be assessed on an annual basis. The fiscal year of this Chapter shall be Jan 1-Dec 31. If annual dues are not paid by February 15, membership in the Chapter shall lapse and the member shall no longer receive any of the rights and privileges of membership.
C. Members of the Chapter who are elected Fellows of the MLA, Inc., or those on whom the Chapter has conferred Honorary membership shall be exempt from paying Chapter dues.
ARTICLE IV. OFFICERS
§1. Officers & Terms of Office
A. Elective officers of the organization shall be a Chairperson, a Chairperson-Elect, a Secretary, a Treasurer, a Representative to the Chapter Council, and an Alternate Representative to the Chapter Council. The Immediate Past-Chairperson also serves as an officer.
B. Officers shall be Voting members of the Medical Library Association, Inc. and members of the Philadelphia Regional Chapter, MLA
C. The term of office of the Chairperson shall be one year as Chairperson-Elect and one year as Chairperson, and one year as Immediate Past-Chairperson. No one may serve more than one successive term as Chairperson-Elect, Chairperson, Immediate Past-Chairperson.
D. The term of office of the Secretary shall be two years. An individual may not serve more than one successive term as Secretary.
E. The term of office of the Treasurer shall be two years. An individual may not serve more than one successive term as Treasurer.
F. The term of office of the Representative to the Chapter Council shall be three years, except that if the Representative’s term be made shorter by action of the Council or the Bylaws of the Medical Library Association, the term will coincide with that action.
G. The term of office of the Alternate Representative to the Chapter Council shall be the same as that of the Representative.
H. Elected officers shall take office at the close of the MLA Annual Meeting following their election and serve, unless they resign, die, become incapacitated, or are removed, until the close of the MLA Annual Meeting at the end of their terms of office or until their successors are elected and assume their duties. The Representative to the Chapter Council and the Alternate Representative to the Chapter Council shall take office at the close of the MLA Annual Meeting, or as stipulated by the Chapter.
§2. Duties
A. The duties of the Chairperson shall be to preside over all meetings and to represent the Chapter at all times and on all occasions not in conflict with any other officer’s defined duties and responsibilities, to serve as chief executive officer of the Chapter, to have general supervision and control of its affairs, to recommend to the Board such measures as are considered desirable to further the objectives and broaden the effectiveness of the Chapter, to submit an Annual Report to MLA Headquarters by the date requested and to perform all other duties prescribed by these Bylaws and by the parliamentary authority adopted by the Chapter.
B. The duties of the Chairperson-Elect shall be to serve as Chairperson whenever the Chairperson is not able to do so, to assist the Chairperson in the performance of her/his duties, to serve as Chair of the Program Committee and to perform all other duties prescribed by these Bylaws and by the parliamentary authority adopted by the Chapter.
C. The duties of the Immediate Past-Chairperson shall be to serve as Chair of the Nominating Committee, and to perform all other duties prescribed by these Bylaws and by the parliamentary authority adopted by the Chapter.
D. The duties of the Secretary shall be to be responsible for incoming and outgoing correspondence, to prepare minutes of all meetings of the Chapter, the Executive Committee and the Board of Directors, and to perform all other duties prescribed by these Bylaws and by the parliamentary authority adopted by the Chapter.
E. The duties of the Treasurer shall be to receive and account for all monies due the Chapter, to report on Chapter finances at all Executive Board and Chapter meetings, to report to the members on the financial status of the Chapter at the Annual meeting and to perform all other duties prescribed by these Bylaws and by the parliamentary authority adopted by the Chapter.
F. The duties of the Representative to the Chapter Council shall be to represent the Chapter on the MLA Chapter Council by attending the meetings of the Council, to transmit to the Council recommendations that have been approved by the Chapter, to communicate Council business to the officers and membership of the Chapter and to perform other duties as the Chapter Chairperson or MLA Chapter Council Chairperson may assign.
G. The duties of the Alternate Representative to the Chapter Council shall be to attend the meetings of the Chapter Council, to serve as Representative whenever the Representative is unable to do so, to assume the office of Representative and serve out the unexpired term should the Representative become unable to complete the term of office, and to perform other duties as the Chapter Chairperson may assign.
§3. Nominations and Elections
A. The Nominating Committee shall prepare annually a slate of at least one nominee for Chair-Elect and for each elective officer whose term expires.
B. Ballots shall be distributed to the membership by the Nominating Committee at least 30 days prior to the Chapter’s Annual Meeting and shall be returned to the chair of the Nominating Committee. Candidates shall be declared elected upon receiving a majority of the votes cast. Where there are more than two candidates, a plurality shall elect.
§4. Vacancies
A. A vacancy arising in the office of Chairperson shall be filled by the Chairperson-Elect, who shall cease to be Chairperson-Elect, shall serve out the unexpired term of the Chairperson, and shall continue as Chairperson for the full succeeding term to which elected. A new Chairperson-Elect shall be elected by the Chapter to fill out the unexpired term of the Chairperson-Elect.
B. A vacancy arising in the office of Representative to the Chapter Council shall be filled by the Alternate Representative, who shall cease to be Alternate Representative, and shall serve out the unexpired term of the Representative. A new Alternate Representative shall be elected by the Chapter.
C. A vacancy arising in any other elected office shall be filled by the Executive Committee in consultation with the Nominating Committee. The person filling the vacancy shall serve for the duration of the unexpired term and may be considered for reelection.
D. A vacancy arising in any appointed office or committee chair of the Board of Directors shall be filled by a majority vote of the remaining members.
§ 5. Candidate for the MLA Nominating Committee Membership
A. The name of one Voting Member of the Medical Library Association, chosen by the Executive Board, shall be submitted each year to the Chapter Council as a potential candidate for membership on the MLA Nominating Committee; this submission shall be made to the Council before its final assembly at the MLA Annual Meeting. The potential candidate shall prepare a biographical statement and a signed statement of willingness-to-serve if elected as a member of the MLA Nominating Committee. This statement shall accompany the name submitted.
B. No person shall consent to being a potential candidate or a candidate for membership on the MLA Nominating Committee who is already such a potential candidate or candidate from some other unit of the Medical Library Association; no candidate for membership on the MLA Nominating Committee shall be a candidate for an elective office on the Medical Library Association, or vice versa.
C. No one shall serve on the MLA Nominating Committee as a voting member for more than one term during a period of five years.
Article V. MEETINGS
§1. Schedule of Meetings
At least one meeting of the Chapter shall be held each year, at which the business of the Chapter shall be conducted. This meeting will be called the “Annual Dinner.” Additional meetings may be held at the discretion of the Board of Directors. All meetings shall be held at a time and place convenient for members. None of the meetings shall conflict in time with a meeting of the Medical Library Association, Inc. Written notice of meetings shall be disseminated to each member at least thirty (30) days before the meeting.
§2. Quorum
A quorum for the transaction of business at Chapter meetings shall be 35 voting members of the Chapter.
ARTICLE VI. BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE
§1. Board of Directors
The Board of Directors shall consist of the Chairperson, the Chairperson-Elect, the Immediate Past- Chairperson, the Secretary, the Treasurer, the Representative and Alternate Representative to the Chapter Council, the chair of each standing committee, and the Parliamentarian.
§2. Duties
The Board of Directors shall have general supervision of the Chapter’s affairs between its meetings, including the power and authority to manage the Chapter’s property, to regulate and govern its affairs, to fix time and place of meetings, and to select a potential candidate for membership for the MLA The Board of Directors shall perform other duties as are specified in these Bylaws and by the parliamentary authority adopted by this Chapter.
§3. Executive Committee
The Executive Committee of the Board of Directors shall consist of the elected officers of this Chapter. The Executive Committee shall take action delegated to it by the Board between regularly scheduled Board meetings, except that the Executive Committee may not modify any action taken by the Board. The Executive Committee shall serve on the Board’s behalf in unforeseen circumstances. All transactions of this Committee shall be reported and reviewed at the next regularly scheduled Board of Directors meeting. Meetings shall be held upon call of the Chairperson or upon request of any three members of the Executive Committee. Four members of the Executive Committee shall constitute a quorum.
ARTICLE VII. STANDING AND SPECIAL COMMITTEES
§1. Committee Chairs
Chairs of committees shall be voting members of the MLA, Inc. and members of the Philadelphia Regional Chapter, MLA.
§2. Standing Committees
Standing committees of this Chapter shall consist of the Archives Committee, Bylaws Committee, Communications Committee, Development Committee, Education and Credentialing Committee, Government Relations Committee, Membership Committee, Nominating Committee, and the Program Committee. Other standing committees may be established by the Executive Committee of the Board subject to subsequent amendment of the Bylaws.
§3. Special Committees
The Chapter Chairperson may appoint such other special committees as are necessary with the advice and consent of the Board of Directors.
§4. Appointments
The Chairperson shall appoint the chair of each committee subject to approval by the Executive Committee, with the exception of the Chair of the Program Committee who is the Chairperson-Elect and the Chair of the Nominating Committee who is the Immediate Past-Chairperson. The Committee Chair shall appoint and approve committee members subject to review by the Executive Committee. A Parliamentarian may be appointed by the Chairperson to serve a one year term concurrent with that of the Chairperson. This person may be reappointed to serve additional terms.
§5. Duties
Each Committee Chair shall submit to the Board of Directors annually, a list of committee objectives, a report of its activities and any recommendations to be considered. The Parliamentarian shall serve as an ex-officio member of the Bylaws Committee and shall serve as the authority on proper usage of parliamentary procedure in the conduct of Chapter, Executive Committee, and Board of Directors meetings.
ARTICLE VIII. NOMINATIONS AND ELECTIONS
§1. Nominating Committee
A Nominating Committee consisting of three members shall be formed no later than 75 days prior to the Annual Meeting. The Immediate Past-Chairperson shall serve as the ex-officio, non-voting chair of the Nominating Committee and shall appoint the other two members subject to Board of Directors’ approval. No member of the Nominating Committee may serve more than one term during a three year period. The Immediate Past-Chairperson is the only member of the Board of Directors who shall serve on the Nominating Committee.
§2. Offices to be Filled
The Nominating Committee shall present annually at least one nominee for each office to be filled. A Chairperson-Elect shall be elected each year. The Secretary and the Treasurer shall be elected in alternate years. The Chapter Council Representative and Alternate Representative shall be elected every third year, unless their term of office shall be made shorter by action of the Chapter Council or Bylaws of the MLA, Inc., in which case their election shall coincide with that action.
§3. General Ballots
Ballots shall be distributed to the membership by the Nominating Committee at least thirty (30) days prior to the Chapter’s Annual Meeting, shall be returned to the chair of the Nominating Committee, and shall be received no later than ten (10) days prior to the Annual Meeting. The ballots shall be received and counted. Candidates shall be declared elected by a simple majority vote of the ballots returned. Where there are more than two candidates, a plurality shall elect. In case of a tie, selection from among the candidates shall be by lot. The results of the election shall be announced at the Annual Meeting.
§4. Ballots for Chapter Council Representative
Election of the Chapter Council Representative and Alternate Representative shall be accomplished by ballots distributed to all members of the Philadelphia Regional Chapter, MLA who are also voting members of MLA, Inc. The ballots shall be distributed thirty (30) days prior to the Annual Meeting and shall be shall be received no later than ten (10) days prior to the Annual Meeting. Candidates shall be declared elected by a simple majority vote of the ballots returned. In case of a tie, selection from among the candidates shall be by lot. The results of the election shall be announced at the Annual Meeting.
ARTICLE IX. PUBLICATIONS
§1. Control
Control of all publications of the Chapter shall be vested in the Board of Directors.
§2. Responsibility
The Chapter shall not be responsible for the statements or opinions advanced in its publications or at meetings of the Chapter or for statements by any of its members except those authorized by the Board of Directors or those reflecting duly established policies of the Chapter or MLA, Inc.
ARTICLE X. BYLAWS
§1 Consistency in Bylaws
Chapter Bylaws shall not be inconsistent with MLA Bylaws. Should an inconsistency occur, MLA Bylaws shall take precedence until the inconsistency is remedied.
§2. Amendments of Bylaws
A. These bylaws may be amended by a two-thirds vote, provided that the amendment has been submitted in writing to the membership at least thirty (30) days prior to the vote being taken.
B. These Bylaws and any future amendments thereto shall become effective immediately following their adoption by the Chapter membership and the MLA, Inc.
XI. PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern this Chapter in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Chapter may adopt. Bylaws in the nature of rules of order may be suspended at any meeting of the organization by a vote of two-thirds of those members present.
ARTICLE XII. TAX STATUS
§1. Activities
Notwithstanding any other provision of these articles, the Chapter shall not participate in any other activities not permitted (a) by an association exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 b) by an association, contributions to which are deductible under Section 170(c)(3) of the Internal Revenue Code of 1954.
§2. Dissolution of Chapter
In the event of the dissolution of the Chapter, the Board of Directors shall, after paying or making provision for payment of all of the liabilities of the Chapter, dispose of all of the assets of the Chapter exclusively for the purposes of the Chapter in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization under 501(c)(3) of the Internal Revenue Code of 1954, or provisions of the U.S. Internal Revenue Law as the Board of Directors shall determine. All records pertaining to the Chapter will be turned over to the Medical Library Association, Inc.
§3. Incorporation
The Philadelphia Regional Chapter, Inc. of the Medical Library Association, Inc. shall be incorporated as a not-for-profit corporation.
Revised and approved 04/06/11
Revised and approved 04/27/06
Revised and approved 03/24/98
Revised and approved 05/22/96
Revised and approved 12/94
Revised and approved 09/93
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