VLA Constitution and Bylaws

CONSTITUTION

ARTICLE I: NAME

The name of this Association shall be “The Vermont Library Association.” Abbreviated form, VLA.

ARTICLE II: OBJECTIVES

The Vermont Library Association is an educational organization committed to the development, promotion, and improvement of library and information services and librarianship in the State of Vermont. These objectives shall be implemented under the structure and by means of the activities specified in the Bylaws, and in accordance with Section 501 (c) (3) of the Internal Revenue Service Code of 1954 (or corresponding provision of any future United States Internal Revenue Law).

ARTICLE III: INUREMENT

All monies of the Vermont Library Association shall be used in carrying out the objectives of this Association. No part of the net earnings of the Vermont Library Association shall inure to the benefit of, or be distributed to, its members, officers, or other private persons, except that the Vermont Library Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II: Objectives. In the event of the dissolution of the Vermont Library  Association all assets which remain after liabilities have been satisfied, shall be transferred, for its unrestricted use, to the Vermont Department of Libraries or its successors, or to an organization exempt under Section 501 (c) (3) of the Internal Revenue Service Code of 1954 (or corresponding provision of any future United States Internal Revenue Law).


BYLAWS

ARTICLE I: STRUCTURE

  1. To supervise and administer the affairs of the Association, officers shall be elected and there shall be a Board and an Executive Committee.
  2. To accommodate the various specialized interests of the membership, Sections by type of library and type of activity may be formed.
  3. To support work in those areas where there is continuing Association concern, Standing Committees shall be established.
  4. To carry out special assignments for the Association, Ad Hoc Committees may be established.
  5. To fulfill the requirements for liaison and/or affiliation with other Associations and agencies, Representatives shall be elected or appointed.
  6. All of the above shall be considered as integral parts of the Vermont Library Association structure.

ARTICLE II: ACTIVITIES

The Vermont Library Association and its components may pursue the objectives of the Association through meetings, dissemination of information, collection and disbursement of funds, research, education and any other activities which are pertinent and proper.

All activities shall be conducted in accordance with accepted parliamentary procedure. The guide for this Association shall be Robert’s Rules of order (latest edition). The rules contained herein shall govern the Association in all cases to which they are applicable, and in which they are not inconsistent with the Bylaws or any special rules of order of this Association. No rules may be made or actions taken that are in conflict with these Bylaws or civil law.

Unless the power is specifically delegated by the Board, only the Board of the Vermont Library Association may make financial, policy, or other commitments on behalf of the Association.

Upon the call of the Board, each Committee, Representative, and Section shall submit a written Annual Report, and such other written or verbal reports as may be requested. All inactive records shall be passed to the Archivist for deposit in the Association archives.

ARTICLE III: MEMBERSHIP

Any person, library, or other agency concerned with the objectives of the Association may become a member of the Vermont Library Association upon payment of dues or receipt of Honorary Membership. Dues schedules shall be recommended by the Board and approved by the membership. Honorary Membership may be conferred upon individuals, institutions, or agencies when the Board judges that they have merited such through their contribution to library service, and votes to confer this honor.

The membership year shall be the calendar year, dues payable on or before December 31.

Individual members may vote, be nominated and elected to office, and serve on Committees or as representatives, choose membership in any Section, attend any VLA meetings at member rates, and receive all general publications of the Association.

Only members in good standing may represent VLA in an official capacity. Institutional members are not eligible to hold office.

ARTICLE IV: OFFICERS

Officers shall be elected by the Association as provided in these Bylaws. The President-Elect shall serve one year as Vice President, followed by one year as President, followed by one year as Immediate Past President. The Secretary and Treasurer shall serve for a period of two years or until successors are elected or appointed.

The President serves as the Executive Officer of the Association and of the Board and Executive Committee. As such, the President shall:

  1. Preside at meetings.
  2. Appoint chairs of standing committees, to be confirmed by the Board.
  3. Appoint chairs of ad hoc committees, including the Conference Committee, to be confirmed by the Board.
  4. Serve as ex officio voting member of all committees.
  5. Represent the Association whenever necessary and desirable.
  6. Pick up and distribute the association’s mail from the Burlington post office box, or appoint a representative to do so.
  7. Perform other duties as requested by the Board, or as required by the office.
  8. Upon retirement from office serve for one year as Immediate Past President.

The Vice-President serves as the Vice-President of the Association and of the Board and Executive Committee. As such, the Vice-President shall:

  1. Perform such duties as may be assigned by the President or the Board.
  2. Serve as President in the absence of the President.
  3. Chair the Nominations and Elections Committee.
  4. Attend or designate a representative to attend meetings of the Board of Libraries.
  5. Be President Elect.

The Secretary serves as the Secretary of the Association and of the Board and Executive Committee. The term of secretary is for two years. As such s/he shall:

  1. Send notices of, and serve as recording officer at, meetings.
  2. Maintain the official record of meetings.
  3. Notify Officers, Committee Chairs, and Representatives of their appointment or election, and furnish necessary papers and credentials.
  4. Prepare official ballots and announce the results of votes thereon.
  5. Maintain complete and accurate records of the association’s membership. This responsibility may be delegated to the Membership Chair.
  6. Perform other duties as requested by the President, Board, or as required by the office.

The Treasurer serves as the Treasurer of the Association and of the Board and Executive Committee. The term of Treasurer is for two years. As such the Treasurer shall:

  1. Solicit, collect, disburse, and maintain an accurate accounting of dues and other monies.
  2. Secure and maintain for the Association a fidelity bond covering the Treasurer.
  3. Maintain a corporate checking account for the Vermont Library Association.
  4. Submit, upon the call of the Board, a written Annual Report, and such other written and verbal reports as may be requested
  5. Perform other duties as requested by the President or Board, or as required by the office.

The Immediate Past President serves as a member of the Board and Executive Committee for a period of one year. As such s/he shall:

  1. Serve as a member of the Conference Committee.
  2. Perform other duties as requested by the President or the Board.

No individual may hold more than one of these offices at a time.

ARTICLE V: EXECUTIVE COMMITTEE

The Executive Committee consists of the officers of the association, which are the President, VicePresident/President-elect, Immediate Past President, Treasurer and Secretary. It may act in an advisory and an executive capacity. The Executive Committee shall propose policies and projects to the Board, propose the annual budget and dues, and approve expenditures for labor, resources, or services in keeping with the policy and budget guidelines established by the Board. The Executive Committee will meet on an as needed basis.

ARTICLE VI: BOARD

The Board consists of the officers of the association, which are the President,  Vice-President/President-elect, Immediate Past President, Treasurer and Secretary, one authorized Representative from each existing Section and Standing Committee, the American Library Association (ALA) Councilor, and the New England Library Association (NELA) Representative. The Board shall have and may exercise all the powers of the Association except those that are conferred upon the membership and its Officers by civil law and by these Bylaws. It may act in an advisory and an executive capacity. It may also state and vote upon proposals in formal meetings and by mail or electronic ballot. A simple majority of those voting shall suffice to pass a motion.

  1. The Board shall act as the Financial Committee of the Association.
  2. Review petitions for and suggest changes to the Constitution and/or the Bylaws.
  3. Confirm the appointment of Committee Chairs and special Association Representatives.
  4. Fill vacancies in office within 30 days; appoint one of the Section chairs to the Office of Vice-President/President-Elect if a vacancy occurs.
  5. Authorize meetings of the Association.
  6. Meet at least four times a year.
  7. Call for and publish reports from Sections, Committees, Representatives, or others as appropriate.
  8. Act on other matters within its jurisdiction.

ARTICLE VII: SECTIONS

A Section shall be a formally organized subdivision of the Association, composed of Vermont Library Association members who wish to pursue their special interests together within the framework of the Association, and who wish to assure that their interests will be adequately represented to and by the Association.

To implement a Section a written petition, setting forth the purpose and need of the Section, must be submitted to and be approved by the Board. Such a petition shall be signed by not less than seven Vermont Library Association members who are actively engaged in the work that will be the special field of interest of the Section, and who signify their intention of becoming members of the Section. There can be but one Section established for each type of library, and each type of activity.

Subject to these Bylaws, each Section shall have autonomy over and responsibility for the conduct of its own affairs, except that:

  1. Only members of the Association shall be members of a Section.
  2. Upon the adoption of a Constitution and/or Bylaws the Section shall file a copy of such document(s) with the Secretary of the Vermont Library Association.
  3. Amendments to such documents shall be similarly filed as they occur.
  4. Names and addresses of a Section’s officers shall be filed with the Secretary of Vermont Library Association upon the occasion of each election or appointment.

The Board may authorize the dissolution of a section if it fails to hold any meetings for two consecutive years or if it violates the provisions of the Vermont Library Association Constitution and/or Bylaws. A Section may elect to disband upon a 2/3 vote of all its members. Any remaining funds shall revert to the Vermont Library Association.

ARTICLE VIII: COMMITTEES

The Vermont Library Association Board, or the President with the approval of the board, shall appoint Chairs for Ad Hoc Committees as necessary. Ad Hoc Committees shall serve as directed by the Board.

Committee Chairs for Standing Committees shall be appointed at the beginning of the Association’s Executive year by the Board, or the President with the approval of the Board. They shall serve for one year, and their appointment may be renewed at the pleasure of the President with the approval of the Board. Standing Committees shall have these responsibilities.

  1. The Membership and Outreach Committee shall recruit members to the Association, oversee the renewal process, develop member benefits, make recommendations for honorary membership, and manage member outreach. Outreach includes but is not limited to the association’s digital and print communications media, news releases, and other publicity for VLA and its components.
  2. The Government Relations Committee shall prepare a legislative agenda for review by the membership, work towards implementation of the legislative agenda with the Board and appropriate committees, and keep abreast of state and national legislation which affects libraries, and report on this to the Board, and to the membership.
  3. The Intellectual Freedom Committee shall be concerned with the rights of freedom of expression, and shall stand ready to assist Librarians and Trustees in any situation where these rights may be in danger. The Intellectual Freedom Committee is responsible for arranging public education programs on intellectual freedom, including the John Swan Memorial Lecture.
  4. The Nominations and Elections Committee shall be composed of the Vice-President/President-Elect who shall serve as chair, the President, and one member representing each Section of the Association. It shall operate as specified under the article on elections.
  5. The Personnel Committee shall address any personnel issues which affect the membership and make recommendations to the Board.
  6. The Conference Committee shall plan and execute the the annual Vermont Library Conference, including securing a venue, recruiting speakers, calling for presenters, organizing registration, and other duties as necessary. The committee shall consist of a chair, the vice presidents of all sections, and the current past president.

Subject to these Bylaws, Committees shall be empowered to take all steps necessary to carry out their charges. A simply majority of those voting shall suffice to pass a motion. Committee Chairs shall be responsible for developing the membership of their Committees and fulfilling the purposes for which the Committees were created.

ARTICLE IX: REPRESENTATIVES

A representative shall be delegated to interpret and transmit VLA interests, desires, policies, etc., to another body. In this capacity, the representative shall convey to VLA information relating to the goals, activities, policies, etc., of the organization to which the representative is a delegate. A Representative may also be empowered by the Board to make commitments for VLA. Vermont Library Association Representatives to American Library Association and New England Library Association shall be elected by the Association as provided in these Bylaws. They shall:

  1. Serve on the Vermont Library Association Board.
  2. Serve as specified in the Bylaws of the American Library Association and New England Library Association.
  3. The Representative to American Library Association, known as American Library Association Chapter Councilor, will as part of the Councilor duties insure that all amendments and changes of the chapter constitution and Bylaws are compatible with the American Library Association Constitution and Bylaws. The councilor will also provide the American Library Association with a copy of any approved amendments or revisions of the Vermont Library Association Board as necessary. The councilor shall serve as directed by the Board.
  4. Be members of the organization to which they are representatives. Other Vermont Library Association Representatives may be appointed by the Vermont Library Association Board as necessary. They shall serve as directed by the Board.

Subject to these Bylaws, a Representative shall be empowered to take all steps necessary to carry out the representative’s duties.

A non-voting representative to the Board shall be appointed by the Vermont Department of Libraries to facilitate collaboration between the two organizations in furtherance of the purposes set forth in Article II: Objectives.

ARTICLE X: MEETINGS

All meetings of the Board or Association shall be chaired by an elected officer. In the absence of the President, the Chair shall pass to the VicePresident, Secretary, and Treasurer, in that order. Voting shall be conducted as specified elsewhere in these Bylaws.

Board meetings shall be held at least four times per year. They shall be called by the President or upon request of any Board member, and shall require a minimum notice of ten days.* Board meetings shall require a quorum of 2/3 of the voting members to permit the transaction of business. Any voting member who fails to attend three consecutive Board meetings without cause shall be considered as having resigned from the Board and from his/her office.

Sections may hold meetings at their discretion.

Committees may hold meetings at their discretion. These shall be called by the Chair or upon the request of any Committee member. Committee meetings shall require a quorum or a simple majority of the Committee members to permit the transaction of business.

Membership meetings shall be general meetings open to all members of the Association. Membership meetings shall require a quorum of 10% of the membership to permit the transaction of business.

Annual Meetings. There shall be an annual business meeting to be held during the Annual Conference. The time and place shall be determined by the Board. Notice shall be given to the members by the Secretary not less than twenty days prior to the meeting.*

Other Meetings. The Board may provide for additional general meetings in any year upon not less than thirty days notice.*

ARTICLE XI: FINANCES

The Fiscal Year shall be January 1 to December 31.

Sections, Committees, Representatives, and members of the Board who desire financial support for the conduct of their official duties, such as mailing, transportation, etc., shall submit to the VLA Treasurer a work program and budget for the current Fiscal year. Having received such estimated budgets, and  considering its own anticipated revenues and its estimated financial obligations for the Fiscal Year, the Vermont Library Association Board shall construct a general budget for the Association.

Additional funding for unanticipated expenditures may also be requested from the Board during the course of the Fiscal Year; such requests should be made in writing and directed to the Treasurer of the Board. If approval is given by the Board, funds for such expenses shall be encumbered and disbursed by the Treasurer.

The Board may require an external audit of its financial records at any time. All components of Vermont Library Association which receive financial support from the Association shall incorporate into their Annual Reports an accounting of Association funds received and spent.

ARTICLE XII: VOTING

Voting for Officers and Representatives, voting upon proposals for amendment to the Constitution and Bylaws, and voting by the Board, Committees, and other component parts of Vermont Library Association shall be conducted as specified elsewhere in these Bylaws.

Other matters may be voted upon at any meeting of the Association, or, when required, by mail or electronic ballot. A simple majority of those voting shall suffice to pass a motion, except that a 2/3 majority of those responding is required to pass a motion rescinding an action of an officer
or of the Board.

ARTICLE XIII: ELECTIONS

Election of officers shall take place during the Association’s annual business meeting. The Nominations and Elections Committee shall present a slate of nominees to the Vermont LibraryAssociation at least one month prior to the Association’s annual business meeting. The slate shall present at least one nominee for each eligible vacancy and shall specify the term of office for each position.

The Secretary shall prepare an official slate of candidates which shall be presented at the Association’s annual business meeting. Write-in candidates and nominations from the floor must have the candidate’s permission to place his/her name in nomination. The election shall proceed by voice vote on each position.

Absentee ballots must be requested from the Secretary at least 20 days prior to the annual business meeting. They shall be received and votes shall be tabulated by the Nominations and Elections Committee or its designee prior to the Association’s annual business meeting. Absentee ballots must be received one week before the Association’s annual business meeting. A simple majority of members voting at the Association’s annual business meeting or by absentee ballot shall elect a candidate.

The Secretary or designee shall tally the votes immediately after the election. The Secretary will notify all candidates of election results no later than two (2) weeks after the Association’s annual meeting if needed. Upon election of the American Library Association Chapter councilor and the New England Library Association Representative, the secretary shall immediately accredit the Chapter’s ALA councilor and/or NELA Representative to the Secretary of the ALA Council and/or Secretary of the NELA Executive Board.

Elections shall be considered effective on adjournment of the Association’s annual business meeting. Those elected shall serve during the executive year, except in cases where a different term is specified in these bylaws. The executive year shall be the period beginning with the adjournment of the Association’s annual business meeting and ending with the adjournment of the succeeding annual meeting.

ARTICLE XIV: AMENDMENTS

Amendments to the Constitution or Bylaws may be proposed upon vote of the Board, or upon submission to the Secretary of a written petition signed by not less than seven members of the Association.

The Secretary shall issue announcements of the proposed amendments to the membership, including therein both the present and proposed text, any recommendations from the Board, and the time and place of the general meeting at which the proposed amendment will be discussed.

Proposed amendments shall be presented and discussed at the next general meeting of the membership following upon their formal proposal and allows for a minimum of thirty days notice.

Voting shall take place at the membership meeting. A 2/3 majority of those responding is required to pass the proposed amendment.


*Written communications to the membership shall be considered as issued and given when have been conveyed into the custody of the U. S. Post Office or sent electronically to all members.


VLA Constitution and Bylaws – 2014 Revision (PDF, 206 KB)

VLA Constitution and Bylaws – 2011 with Proposed 2014 Revisions (approved with amendments)(PDF, 96 KB)

VLA Constitution and Bylaws – 2011 Revision (PDF, 45 KB)

VLA Constitution and Bylaws – 2008 with Proposed 2011 Revisions (all approved) (PDF, 148 KB)

VLA Constitution and Bylaws – 2008 Revision (PDF, 43 KB)

VLA Constitution and Bylaws – 2001 with Proposed 2008 Revisions (all approved) (PDF, 52 KB)

VLA Constitution and Bylaws – 2001 Version (PDF, 108 KB)