Article I: Name

The name of this organization shall be the California Academic and Research Libraries Association (CARL), hereafter referred to as the Association.

Article II: Purpose

CARL is a forum for and an advocate of academic and research librarians and library personnel, and all other information professionals that serve academic and research institutions.  The purpose of this organization shall be to:  1) provide opportunities for the professional growth of its members by conducting workshops and arranging programs; 2) encourage the exchange of ideas and information relating to library cooperation and development; 3) disseminate educational information oriented to those working in academic and research libraries and environments; and 4) support and, when appropriate, participate in programs of other regional and local organizations in California and the region in order to promote and improve library and information services to the academic and research community.

Article III: Affiliation

CARL is a chapter of the Association of College and Research Libraries (ACRL), a division of the American Library Association (ALA). It shall be subject to Article XIV (Chapters, Sections, Discussion Groups, & Committees) of the ACRL bylaws, which to the extent that they are applicable, take precedence over the bylaws of this organization.

Article IV: Membership and Dues

Section 1. Members. Any person interested in academic or research librarianship or in academic or research libraries in California or the surrounding region may become a member upon payment of CARL's annual dues. Institutions shall not be eligible for membership.

Section 2. Rights. Every member of CARL has the right to vote, to hold any office within the Association, to serve on any committee within the Association, to be a member of any CARL interest group or sub-unit, and to receive those publications given as perquisites of membership in CARL.

Section 3. Dues. The amount of membership dues shall be determined by the CARL Board of Directors with the approval of the membership. Approval requires that a majority of those members voting, vote in favor of the amount of dues proposed.

Article V: Membership, Appointive, and Elective Year

The membership, appointive and elective year shall be the calendar year.

Article VI: Elected Officers

Section 1. Elected Officers. The elected officers of the Association shall be President, Northern Vice-President, Southern Vice-President, Secretary, Treasurer, Membership Director, and ACRL Chapters Council Delegate, all of whom shall be members of ACRL.

Section 2. Terms of office. The Northern and Southern Vice-Presidents shall be elected from the membership in alternate years and shall each serve a two-year term as Vice-President/President-Elect, a one-year term as President, and may agree to serve a one-year term as Past-President Ex-officio. The Secretary shall be elected by the membership and shall serve a two-year term. The Treasurer, Membership Director and ACRL Chapters Council Delegate shall be elected by the membership in alternate years and shall each serve a three-year term.

Section 3. Responsibility and authority. The elected officers shall perform the duties pertaining to their respective offices and other such duties as may be defined by the Board of Directors, and stipulated in the Standing Rules.

a) President. The President shall call meetings and serve as chairman of the Board of Directors, coordinate the statewide activities of CARL, and perform such duties as are necessarily incident to the office of President or as may be prescribed by the Board of Directors.  The President shall make appointments to fill positions that become vacant within the organization on behalf of and with the approval of the Board of Directors.  The President shall also make appointments to standing and ad hoc committees, develop and maintain master calendars, and submit annual reports to ACRL as requested.  The President shall represent CARL within the library and higher education communities, and other appropriate forums, to advance the mission, goals and objectives of the Association.

b) Past President. The Past President may attend Board meetings and may voluntarily perform duties as defined by the President and the Board of Directors.

c) Vice-Presidents. The Northern or Southern Vice-President shall succeed to the office of President after two years of service as Vice-President.  The Vice-Presidents shall also perform such duties as are delegated or assigned by the President or the Board of Directors, shall act for the President in his or her absence at the discretion of the Board, and shall serve as the chief executive officer in the region from which he or she is elected.  The Vice-Presidents shall make all appointments to fill vacancies within the organization that are due to occur during the year of his or her presidency, and shall work closely with Coordinators to plan and promote regional programs, call and organize regional business meetings, prepare annual budget requests for the Association as needed, and perform other duties as required.

d) Secretary. The Secretary shall take minutes at all meetings of the Board of Directors and its Executive Committee, and at such other business meetings of the Association as may be required, and shall distribute the minutes in a timely fashion.  The Secretary shall also be responsible for providing the Membership Director with a list of the names of all members elected or appointed to offices or committees of the Association, and for ensuring that all current or updated organizational policies and procedures, including statements of responsibility, required tasks, schedules, and deadlines, are reviewed and approved by the Board of Directors and documented as appropriate.

e) Treasurer.  The Treasurer shall keep an accurate accounting of all CARL funds, prepare and submit financial reports on a quarterly basis, disburse funds for approved activities, and perform other duties as required or as assigned by the President or Board of Directors.

f) Membership Director.  The Membership Director shall maintain a database of CARL members. The Membership Director shall also coordinate statewide membership activities, chair the Membership Committee, and perform other duties as required or as assigned by the President or Board of Directors.

g) ACRL Chapters Council Delegate. The ACRL Chapters Council Delegate shall represent CARL at meetings of the ACRL Chapters Council that occur at Annual Conferences and Midwinter Meetings of ALA, and carry out other activities required as a delegate to the ACRL Chapters Council, or as assigned by the President or Board of Directors.

Article VII: Appointed Officers

Section 1. Appointed Officers.  Appointed officers of the Association shall include the Interest Group Coordinators, the Campus Liaison Coordinators, the Newsletter Editor, the Web Site Coordinator, the Archivist, the Legislative Liaison, and others as designated by the Board of Directors.

Section 2. Appointment. The Interest Group Coordinators and Campus Liaison Coordinators shall be appointed by the Board of Directors from among those directors elected to the Board by the membership at large, or directly from the membership at large if the composition of the Board of Directors makes it impossible to achieve the regional representation guaranteed in these bylaws.  If appointed from the membership at large, they serve as ex officio, non-voting members of the Board of Directors. Appointed Interest Group Coordinators cannot serve as an Interest Group officer for the duration of their appointments. The Newsletter Editor, Web Site Coordinator, Archivist, Legislative Liaison, and any other appointed officers shall be appointed as needed on an ad hoc basis by the President with the advice and consent of the Board of Directors and serve as ex officio, non-voting members of the Board of Directors.

Section 3. Terms of office. Terms of office for appointed officers shall be designated by the Board of Directors at the time of appointment, but shall not exceed three years, unless otherwise specified by the Board.  Appointed officers may be appointed to consecutive terms upon the recommendation and approval of the Board of Directors.

Section 4. Responsibility and authority. The appointed officers serve the Association at the will of the Board of Directors and shall perform the duties pertaining to their respective offices and other such duties as may be defined by the Board and stipulated in the Standing Rules.

Article VIII: Board of Directors

Section 1. Members. The Board of Directors shall consist of the elected and appointed officers of the Association, the chairman of the Committee on Organization, and four elected directors-at-large.  All elected officers and directors-at-large shall serve as voting members of the Board; appointed officers and the chairman of the Committee on Organization shall serve as ex officio, non-voting members.

Section 2. Responsibility and authority.  The governing body of the Association shall be the Board of Directors.  The Board shall direct the affairs of the Association, determine its policies or changes therein, actively encourage support for its goals, establish financial policies for the Association and be accountable for CARL assets, and be responsible for the interpretation of these bylaws.  The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may in the execution of the powers granted delegate certain of its authority and responsibility to such agents as it may consider necessary.  The Board shall delegate the day-to-day operations of the Association to its elected and appointed officers.

Section 3. Directors-at-Large.  Directors-at-large shall be elected by the CARL membership from among the members of the Association and shall each serve a two-year term. To the greatest possible extent, it shall be the responsibility of the Nominating and Elections Committee to insure that those nominated and elected to serve as directors-at-large represent in equal proportions the northern and southern regions of the area served by CARL, and include a mix of public and private, academic and research institutions. To avoid possible conflicts of interest, the Interest Group Coordinator cannot simultaneously serve as an officer in an Interest Group.

Section 4. Quorum. At any meeting of the Board of Directors a simple majority of the voting members of the Board shall constitute a quorum.

Section 5. Meetings of the Board.  A regular meeting of the Board of Directors shall be held no less than twice each year.  Additional meetings of the Board may be called by the President or at the request of a majority of the voting members of the Board.  Actions of the Board taken at any meeting shall be reported in writing by the Secretary no later than the next Board meeting.

Section 6. Absence.  Any elected officer or director-at-large who shall have been absent from two (2) consecutive meetings of the Board of Directors shall automatically vacate his or her seat on the Board and the vacancy shall be filled as provided in these bylaws.  However, the Board of Directors shall consider each absence of an elected officer or director as a separate circumstance and may waive such absence by affirmative vote of a majority of its members.

Section 7. Compensation.  No elected officer or director-at-large shall receive any compensation for his or her service on the Board of Directors.

Article IX:  Membership Meetings

It shall be the responsibility of the President to call statewide membership meetings and of the regional Vice-Presidents to call regional membership meetings as needed to conduct the business of the Association.  Additional meetings of the CARL membership may be called by a majority of the voting members of the Board of Directors or by petition of at least twenty CARL members.  One hundred members shall constitute a quorum of the Association for the transaction of all business conducted at any membership meeting.

Article X:  Elections

Section 1. Right to vote.  All members in good standing shall be eligible to vote.

Section 2. Elections. Elections to elective positions for the Association as a whole, and for regional and interest groups, shall be by vote. The candidate receiving the largest number of votes shall be elected.  In the case of a tie vote the successful candidate shall be determined by lot.

Section 3. Regional and Interest Group Elections. To the extent possible, regional and interest group elections shall coincide with and follow the same procedures as elections for the Association as a whole.  When such is not possible or practical, regional and interest groups may establish, with the approval of the Board of Directors, separate elections for elective positions.  In such cases, the election of officers shall be reported in writing to the appropriate Interest Group Coordinator within 30 days.

Article XI:  Committees

Section 1. Authorization.  Committees of the Association as a whole shall be authorized by action of the Association or the Board of Directors, except as otherwise provided in these bylaws.

Section 2. Standing Committees. Standing Committees may be established to consider matters of the Association that require continuity of attention by the members. Except as specified otherwise by the Board, standing committee members shall be appointed by the President for a term of one year. Appointments shall be made in such a manner as to provide continuity in membership.

Section 3. Ad hoc committees.  Ad hoc committees may be appointed by the President as needed.

Section 4. Committee Members.  Members of standing and ad hoc committees must be CARL members in good standing.

Section 5. Discontinuance.  A committee of the Association may be discontinued only by the agency authorizing it.

Article XII:  Regional Groups

CARL shall have a northern region and a southern region.  The chief executive officer of each region shall be the Vice-President from that region.  Each region shall also have a program committee, which shall be appointed by the regional Vice-President.

Article XIII: Interest Groups

Section 1. Establishment of interest groups. Interest groups may be formed by petition of twenty or more members to the Board of Directors. Interest groups determine their own organizational structure and procedures for leadership succession, subject to the approval of the Board of Directors, and shall regularly inform the appropriate Interest Group Coordinator and Vice-President of the names of all officers and committee members.  Interest Groups shall also regularly communicate with the Interest Group Coordinator and Vice-President in their region to coordinate regional program planning, insure adequate financial and logistical support, and report to the membership of the Association on their activities.

Section 2. Dissolution of interest groups.  An interest group may be dissolved at its request by the Board of Directors and shall be so dissolved if it becomes inactive for an extended period of time, as determined by the Board, or fails to comply with the provisions of these bylaws.

Article XIV:  Publications

The official publication of the Association shall be the CARL Newsletter. Proposals for other publications shall be reviewed and approved by the Board of Directors.

Article XV: Vacancies

The President, with the advice and consent of the Board of Directors, shall appoint a replacement for any elective or appointive office that becomes vacant. In the event of a vacancy in the office of President or Vice President, the Board of Directors shall appoint a replacement.  Such appointee shall serve in the office until the next annual election, at which time the membership shall elect a replacement to fill any remaining portion of the vacated office. Interim appointments must be made within thirty days of the occurrence of any vacancy in an elected or appointed office.

Article XVI: Mail and Electronic Votes

Section 1. Membership votes. Mail or electronic votes of the membership of the Association may be authorized as needed by the Board of Directors, provided all members are canvassed simultaneously and votes are otherwise conducted as specified in the bylaws.  If no time limit is explicitly set, no vote shall be counted unless received within 30 days from the day the text of the matter voted upon was distributed to those entitled to vote.

Section 2. Board of Directors votes. Mail or electronic votes of the Board of Directors may be taken provided they are authorized by the officers of the Association, all voting Board members are canvassed simultaneously and votes are conducted as specified in the bylaws and the Standing Rules.  Actions taken by the Board by means of mail or electronic votes shall be confirmed at the next regular meeting of the Board.

Section 3. Committees, regional groups, and interest groups.  Mail or electronic votes of duly constituted bodies of the Association may be taken provided such votes are authorized by the committee chair, regional officer or interest group leader as appropriate. An affirmative vote of a majority of those voting shall be required to take action.  Voting options, time limits and procedures shall be the same as specified in these bylaws and the Standing Rules.

Article XVII: Amendments

Section 1. Proposals.  Amendments to the bylaws may be proposed by the Board of Directors, by any standing committee of the Association in writing to the Board of Directors, or by a petition signed by twenty (20) or more members of the Association.

Section 2. Board action. A proposed amendment to the bylaws shall be voted upon by the membership of the Association after it has been approved by a majority of the voting members of the Board of Directors.

Section 3. Notice.  Written notice of the text of the amendment shall be provided to members at least 30 days before consideration.

Section 4. Voting.  Amendments shall be voted upon by the membership and shall be adopted by an affirmative vote of the majority of members who respond to a mail or electronic vote or at any statewide Association meeting, as long as such action was announced at least 30 days previously.

Article XVIII:  Parliamentary Authority

The parliamentary authority used by this Association shall be the same as that used by ACRL.

Article XIX: Dissolution

The property of this corporation is irrevocably dedicated to educational purposes meeting the requirements of section 214 of the California Revenue and Taxation Code and no part of the net income or assets of the organization shall every inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon dissolution of this corporation assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)3 of the Internal Revenue Code or corresponding section of any future Federal Tax Code, or shall be distributed to the Federal government, or to a State or local government, for a public purpose. However, if the named recipient is not then in existence or no longer a qualified distributee, or unwilling or unable to accept the distribution, then the assets of this corporation shall be distributed to a fund, foundation, or corporation organized and operated exclusively for the purposes specified in Section 501(c)3 of the Internal Revenue Code (or corresponding section of any future Federal Tax Code.)