Bylaws
As amended October 2005
- ARTICLE I
- ARTICLE II OFFICE
- ARTICLE III MEMBERSHIP
- ARTICLE IV OFFICERS
- ARTICLE V THE BOARD OF DIRECTORS
- ARTICLE VI COMMITTEES
- ARTICLE VII MEETINGS
- ARTICLE VIII ORGANIZATIONS IN RELATED FIELDS
- ARTICLE IX AMENDMENTS
The purpose of the Association shall be to promote the acquisition, growth, preservation, and use of performing arts materials in libraries, museums, archives, and other collections; to support access to these materials; to further studies in performing arts bibliography and scholarship; to promote education in performing arts librarianship and curatorship; and to foster excellence in these professions.
The principal office of the Theatre Library Association (the “Association”) shall be at 111 Amsterdam Avenue, New York, NY 10023, or at such place in the State of New York as the Board of Directors may from time to time appoint.
A. Classes of Memberships and Eligibility. There shall be the following classes of memberships:
1. Individual Memberships: Open to any one interested in the purposes of the organization, including but not limited to librarians, curators, private collectors, educators or members of the performing arts professions who shall pay required dues as established by resolution of the Board of Directors.
2. Institutional Memberships: Open to any library, museum, university, college, club, or organization that shall pay required dues, as established by resolution of the Board of Directors.
3. Honorary Memberships: An honorary membership may be conferred by a majority vote of the Board of Directors.
B. Dues.
1. The dues of the membership classes shall be determined by the Board of Directors.
2. The dues of all members shall be paid to the Executive Secretary for submission to the Treasurer.
3. The membership year shall be from January 1st to December 31st. In the case of members who join after October 31st, their membership dues shall be credited for the following fiscal year.
4. If a member’s dues remain unpaid for one membership year, the membership shall be considered terminated.
C. Privileges.
1. Voting.
a. Individual members: each individual member shall be entitled to one vote in elections of the Officers and Board of Directors, and on other matters which may be placed before the membership of the Association.
b. Institutional members: each institutional member shall be entitled to one vote in elections of the Officers and Board of Directors, and on other matters which may be placed before the membership of the Association, such vote to be cast by a designated representative of the Institution.
c. Honorary members: Honorary Members shall not have voting privileges.
2. Publications. Members in all classes shall be entitled to receive all Association publications.
D. Liabilities and Property Rights of Members
No member of the Association or Board of Directors now or hereafter shall be personally liable to its creditors for any indebtedness or liability, and any and all creditors shall look only to the assets of the Association for payment.
A. Composition. The Officers of the Association shall be:
1. The President
2. Vice President
3. Treasurer
4. Executive Secretary
B. Duties of the Officers:
The Officers shall perform the duties prescribed by the Constitution and Bylaws and by the parliamentary authority adopted by the Association.
1. President
a. shall act as Chief Executive Officer of the Association and may serve ex officio on all Committees, except the Nominating Committee;
b. shall prepare an agenda for, and preside over all meetings of the Board of Directors, the Officers, and the Association;
c. shall discharge the usual duties attendant to this office.2. Vice President
a. shall act as Chief Executive Officer in the event of the President’s inability to serve;
b. shall act as Chair of the Conference Planning and Strategic Planning Committees;
c. shall be responsible for such other matters as are delegated by the President.
3. Treasurer
a. shall have charge of the finances of the Association and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association. The Treasurer shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depository or depositories as may be designated by the Board of Directors;
b. shall be required to make a report in writing at the annual meeting of the Association and whenever called upon by the Officers or the Board of Directors.
4. Executive Secretary
a. shall be responsible for sending out notices of meetings of the Officers, the Board of Directors, and the Association;
b. shall attend to all official correspondence related to membership in the Association, sales and subscriptions to publications of the Association, and shall perform such other duties as may be assigned by the President and/or the Board of Directors;
c. shall be responsible for the supervision of the annual election;
d. shall be responsible for maintaining the Membership List and for the publication of the annual Membership Directory in conjunction with the Publications Committee;
e. shall be custodian of the current records of the Association;
f. shall be responsible for ensuring that Minutes of the Annual meeting and meetings of the Board of Directors are recorded and disseminated in a timely fashion.
C. All officers must submit written reports as required by the Board of Directors.
D. In case of the absence of an officer of the Association, or for any other reason which may seem sufficient to a majority of the Board of Directors, the Board may temporarily delegate the powers and duties of such officer for the time being to any other officer, or to any Director.
E. Nomination.
1. Nominating Committee. The President shall appoint a Nominating Committee comprising no fewer than three members and no more than five, the majority of which will not be members of the Board of Directors. The President shall designate one member to serve as Chair. Members of the Nominating Committee shall serve for a term of two years and may not serve for consecutive terms.
2. The Committee shall submit a slate of preferably two or more qualified candidates for each vacant elected office to the Executive Secretary by August 1st, for presentation to the membership.
3. Qualifications for Office. Candidates for office must be individual members of the Association.
4. Nominations may also be entered by petition of ten members eligible to vote and shall be filed with the Executive Secretary by August 1st.
5. Each nomination must be accompanied by the nominee’s written statement of acceptance along with a biographical sketch.
F. Election Procedures.
1. Ballots shall be distributed no less than one month before the Annual membership meeting. Ballots must be received by the Executive Secretary no later than the date specified on the ballot.
2. Officers shall be elected by a plurality of the ballots cast by members entitled to vote.
3. A majority vote of the members of the Board of Directors shall break a tie.
4. Candidates shall be informed of the results in writing by the Chair of the Nominating Committee. The names of the successful candidates shall be published in an official publication of the Association and announced at the Annual membership meeting.
G. Terms of Office.
1. The President and Vice President of the Association shall take office on the 1st day of January after their election and shall each serve for a term of two years.
2. The Treasurer and Executive Secretary shall take office on the first day of January and shall each serve for a term of three years.
3. Vacant offices shall be promptly filled by the Board of Directors. Persons selected to fill such vacancies shall serve until the next annual election.
4. No officer shall serve for more than two full consecutive terms in the same office except under extraordinary circumstances.
V. ARTICLE V THE BOARD OF DIRECTORS
A. Composition.
The Board of Directors shall be comprised of 16 members, four of whom shall be the Officers of the Association. The number of Directors may be increased or decreased by action of two thirds of the entire Board, subject to the limitation that no decrease shall shorten the term of any incumbent Director. The Board of Directors may include ex officio members as appropriate. These may typically be the immediate past President of the Association and the editors of Association publications.
B. Nominations.
1. One third of the Directors of the Association shall be elected each year to a three year term of office. No member of the Board of Directors shall serve more than two consecutive terms, except under extraordinary circumstances.
2. The Nominating Committee shall present a slate of preferably 6 candidates for members of the Board of Directors to the Executive Secretary by August 1st of each calendar year for presentation to the general membership.
3. Candidates must be individual members of the Association.
4. Nominations may also be entered by petition of ten members eligible to vote and shall be filed with the Executive Secretary by August 1st.
5. Each nomination must be accompanied by the nominee’s written statement of acceptance along with a biographical sketch.
C. Election Procedures.
1. Ballots shall be distributed no less than one month before the Annual membership meeting. Ballots must be received by the Executive Secretary no later than the date specified on the ballot.
2. Board members shall be elected by a plurality of the ballots cast by members entitled to vote.
3. A majority vote of the members of the Board of Directors shall break a tie.
4. Candidates shall be informed of the results in writing by the Chair of the Nominating Committee. The names of the successful candidates shall be published in an official publication of the Association and announced at the Annual membership meeting.
5. Newly Created Directorships and Vacancies. Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason may be filled by vote of a majority of the Directors then in office regardless of their number. A Director selected to fill a newly created directorship shall hold office until the next Annual meeting at which the election of Directors is in the regular order of business and until his/her successor is elected and qualified; a Director selected to fill a vacancy shall hold office for the unexpired term.
D. Duties and Powers. The Board of Directors shall:
1. sit as the trustees of the corporation and shall bear primary responsibility for carrying out the purposes of the Association and shall be empowered to do any and all things necessary for the fulfillment of these purposes;
2. manage the affairs of the Association and control its property; shall approve the yearly budget and authorize necessary disbursements through checks drawn on the account of the Association and signed by the Treasurer or President;
3. appoint the editors of the official publications of the Association;
4. designate Committees other than the Standing Committees herein created;
5. have the power to:
a. remove from their position, with or without cause any Committee member or Officer of the Association or Board member; such action can be taken by a two thirds vote of the members of the Board of Directors;
b. invalidate or ratify any actions taken by an Officer of the Association; and
c. revoke, with or without cause, the membership of any member of the Association; such action can be taken by a two thirds vote of the members of the Board of Directors;
6. ratify or invalidate annually, where appropriate, the acts of all the Officers of the Association of the preceding year;
7. appoint ex officio members to the Board of Directors;
8. perform such other duties as are specified in the Certificate of Incorporation and these Bylaws;
9. be required to serve on at least one Standing Committee;
10. be required to attend at least one Board meeting per year.
E. Compensation.
No Director or Officer of the Association shall receive, directly or indirectly any salary, compensation or emolument therefrom either as such Officer or Director, or in any other capacity, unless authorized by the concurring vote of two thirds of all the Directors or (notwithstanding any quorums requirement of these Bylaws) by the concurring vote of all the disinterested Directors.
VI. ARTICLE VI COMMITTEES
The Board of Directors may establish Committees as the Association or the Board shall direct. Committee membership shall be open to all individual members of the Association and to all persons designated as institutional representatives. Committees may be dissolved by a two thirds majority vote of a quorum of the Board of Directors.
A. Standing Committees.
1. The Standing Committees of the Association shall be the Nominating, Conference Planning, Publications, Membership, Book Awards, Strategic Planning, and Professional Awards Committees. Additional Standing Committees may also be established by a petition of 10 members eligible to vote.
2. Except as otherwise provided for in this section, the Chairs of the Standing Committees shall be appointed by the President. Committee members shall be appointed by the President in consultation with Committee Chairs. Committee Chairs will be responsible for reporting Committee activities to the Board of Directors. The Chair of each Standing Committee shall be responsible for carrying out the duties of his or her Committee. The Chair shall make certain that all Committee meetings and activities are recorded. The Chair shall submit to the designated member of the Board copies of these records to be distributed at the Annual meeting.
3. The charges of the Standing Committees shall be:
a. Nominating Committee (see Article IV.E (1-5)).
b. Conference Planning Committee shall be responsible for the development of programs for conferences and symposia. The Vice President will chair this Committee.
c. Publications Committee shall coordinate all publications activities of the Association.
d. Membership Committee shall be responsible for attracting members to and promoting the interests of the Association.
e. Book Awards Committee shall be responsible for reviewing submissions of books for the Awards, and determining award recipients, coordinating the Awards Ceremony in conjunction with the Conference Planning Committee and publicizing the Awards.
f. Strategic Planning Committee shall be chaired by the Vice President and shall be responsible for long term planning for the ongoing work of the Association. The Strategic Planning Committee shall work in consultation with other appropriate Committee chairs and with the President of the Association.
g. Professional Award Committee shall be responsible for overseeing the professional awards process.
4. The term length for all Committees will be three years. Book Award jurors will serve six years.
B. Special Committees.
Special Committees or Ad Hoc Committees may be appointed by the President as deemed necessary to carry out the work of the Association. Such Committees shall be dissolved upon completion of their charge.
A. Meetings of the Board of Directors.
1. Quorum of Directors. A majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business. The vote of a majority of the Board of Directors present at the time of a vote, if a quorum is present at such time, shall be the act of the Board of Directors.
2. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as may be determined by the Board.
3. Special Meetings. Special meetings of the Board may be held at any time and place upon the call of the President or of any two Directors. Notice of the time, place and purpose of every regular and special meeting of the Board shall be communicated by the Executive Secretary to each Director, not less than five nor more than ten days before the meeting.
4. Action can be taken by the Board without a meeting by the unanimous written consent of all the members.
B. General Membership Meetings
1. Annual meetings of the membership of the Association shall be held at times and places to be determined by the Board of Directors. Statutory notice of such meetings shall be provided.
2. Special meetings of the membership may be called, for any purpose or purposes, by the Board of Directors or upon the request of not less than 50 members of the Association. Statutory notice of all special meetings of the membership shall be provided.
3. At all meetings of the membership of the Association, 50 members, whether in person or by proxy, shall constitute a quorum except where a greater number of members is required by statute.
4. Members of the Association may vote by proxy.
5. At the Annual meetings of the membership, the Board of Directors shall present a report in accordance with the provisions of Section 519 of the New York Not-for-Profit Corporation Law. The report shall be filed with the records of the Association and either a copy or an abstract thereof entered in the Minutes of the meeting.
VIII. ARTICLE VIII ORGANIZATIONS IN RELATED FIELDS
A. Association with organizations in related fields of interest shall be by formal affiliation, by institutional membership, or by representation, as determined by the Board of Directors.
B. Formal Affiliation. The Board shall submit terms of affiliation with another organization to the membership at any general membership meeting. Approval shall be by a majority of the ballots cast on the proposal at the meeting.
C. Institutional Membership. The President may, with the approval of the Board, enroll or withdraw enrollment of the Association as an institutional member of another organization.
D. Representation. The President may, with the approval of the Board, appoint a member to represent the Association in its relations with another organization.
Proposed amendments to the Bylaws may be submitted to the Board of Directors by any individual member in good standing. These will be discussed and modified by the Board, then distributed for member approval with the annual election ballot. An amendment shall be ratified if approved by a simple majority vote of the members voting.