Preamble
The organization was founded in 1979 as the Mid-America Law School Library Consortium, Inc. (MALSLC) by law school law libraries affiliated with law schools in the Midwest accredited by the American Bar Association. These law school libraries were in the geographic region encompassed by the Mid-America Association of Law Libraries (MAALL), a chapter of the American Association of Law Libraries (AALL). In 2005 the Consortium changed its name to the Mid-America Law Library Consortium (MALLCO). The corporation is organized to carry out library activities solely for the purpose of benefiting educational institutions and libraries, which are public charities. As used herein, "public charities" shall mean domestic or foreign organizations described in section 501(c)(3) of the Internal Revenue Code as amended and that are not "private foundations" as defined in section 509(a)(2) of such Code.
The corporation shall have, and may exercise in furtherance of its corporate purposes, all the powers specified in Chapter 355 of the Missouri Revised Statutes as now in force or hereafter amended, provided that no such power shall be exercised in a manner inconsistent with Chapter 355 or any other chapter of the Missouri Revised Statutes as now in force or hereafter amended, and provided further that the corporation shall not have power to operate otherwise than exclusively for the benefit of such educational, scientific, or charitable purpose as qualify the corporation for exemption from taxation under section 501(c)(3) of the Internal Revenue Code of 1954 as now in force or hereafter amended. The purpose of this corporation shall be solely educational and charitable, and no part of the net earnings thereof shall inure to the benefit of any officer or director of the corporation, or any private individual. No substantial part of the activities of the corporation shall consist of the carrying on of propaganda or otherwise attempting to influence legislation or intervention in any political campaign. In the event of dissolution, the corporation's property shall be applied to charitable purposes in accordance with the doctrine of cy pres in all respects as a court having jurisdiction in the premises may direct.
The Articles of Organization of the corporation and these bylaws may be amended from time to time in the manner required by law, provided that no amendment shall authorize or permit the corporation to be operated otherwise than exclusively for such educational, scientific, or charitable purposes as qualify the corporation for exemption from taxation under section 501(c)(3) of the Internal Revenue Code of 1954 as now in force or hereafter amended.
ARTICLE I - Name
This corporation shall be known as the Mid-America Law Library Consortium, Inc. (MALLCO).
ARTICLE II - Purpose
The corporation is organized to carry out cooperative library activities solely for the purpose of benefiting educational institutions and libraries that are domestic or foreign organizations described in section 501(c)(3) of the Internal Revenue Code as amended and that are not "private foundations" as defined in section 509(a)(2) of such Code or which are subdivisions of the State of Missouri.
ARTICLE III - Membership
Section 1. Member Institutions.
Membership shall be on an institutional basis by invitation. Invitations are extended to law libraries and shall be issued upon recommendation of the Executive Committee and approval of the Board of Directors. Additional institutions may become full members from time to time upon approval by a two-thirds vote of the Board of Directors. The corporation's board of directors may determine from time to time the
rights and privileges of members in good standing, such determination to be conclusive.
Section 2. Qualifications for Membership.
Membership in good standing requires payment of annual dues, as specified in Article IV. Additional qualifications for membership shall be established by vote of the members and reviewed from time to time.
Section 3. Transfer of Membership.
Membership in the Consortium is not transferable or assignable.
Section 4. Termination of Membership.
Regulations for the termination of membership are established by vote of the members and are reviewed from time to time. Member institutions may withdraw from the corporation upon written notice as required by the bylaws. Member institutions may be removed by a two-thirds vote of the Board of Directors.
ARTICLE IV - Dues
Section 1. Fixing of Dues.
Membership dues shall be proposed by the Executive Committee and shall require approval by an affirmative vote of a two-thirds majority of the Board of Directors after due notice.
Section 2. Payment of Dues.
Dues shall be payable on the first day of January of each year or such other time as the Board of Directors may specify.
Section 3. Failure to Pay Dues.
A member failing to pay dues shall lose its good standing but may remain an inactive member for a period of twelve months. An inactive member is not entitled to the benefits of a member in good standing, as specified in Article III , Section 1, until dues are paid. A member failing to pay dues for two successive years shall automatically forfeit membership in the Consortium.
ARTICLE V - Board of Directors
Section 1. Composition of the Board.
Each full member of the corporation shall be entitled to appoint one position on the Board of Directors, which shall be held by its chief librarian, or, should there be no permanent chief librarian in place, by an individual in an acting, interim, or similar temporary role as chief librarian.
Section 2. Powers.
The board of directors shall manage the affairs of the corporation and exercise all of its powers. The directors may, from time to time, to the extent permitted by law, delegate any of their powers to committees, officers, attorneys, or agents of the corporation subject to such limitations as the directors may impose.
Section 3. Regular Meetings.
Regular meetings shall be held not less often than on a semiannual basis or at such other intervals as the directors may determine and at such times and places as they may fix. An annual meeting shall be held no later than December 30th of each year.
Section 4. Special Meetings.
Special meetings of the board may be held at such times and places as may be determined by the president or by the directors and shall be called by the secretary or, in the case of the death, incapacity or refusal of the secretary, by any other officer upon written application of three or more directors.
Section 5. Notice of Meetings.
Seventy-two hours notice by mail, email, fax, telephone or any other appropriate technology shall be given for a meeting unless shorter notice is adequate under the circumstances. A notice or waiver of notice need not specify the purpose of any special meeting. Notice of a meeting need not be given to any director if a written waiver of notice executed by this director before or after the meeting is filed with the records of the meeting or to any director who attends the meeting without protesting the lack of notice prior to the meeting or at its commencement.
Section 6. Place and Manner of Meetings.
Meetings may be held face to face or by utilizing any appropriate electronic or computerized technology. Members participating in such meeting via such technology shall be deemed to be present for purpose of a quorum and may vote utilizing such appropriate technology as determined by the designated chair of the meeting.
Section 7. Quorum and Action.
A majority of the total membership shall constitute a quorum for the transaction of business, and an affirmative vote of a majority of the members voting, but not less than one-third of the total membership, shall be sufficient for action except as otherwise required by law or by these Bylaws.
Section 8. Action by Consent.
Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if a two-thirds majority of the directors consent to the action in writing or via appropriate technology, including email, and the written or electronic consents are filed with the records of the meetings of directors. Such consents shall be treated for all proposals as a vote at a meeting.
Section 9. Voting by Proxy.
Members may vote by written proxy, which proxy may be sent by fax, email, or any other appropriate technology.
Section 10. Vacancies.
Directors may act despite a vacancy or vacancies in the board, and the remaining directors shall, for the purpose of determining a quorum, be deemed to constitute the full board.
Section 11. Compensation.
Directors as such shall not receive any salary for their services. Nothing in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving appropriate compensation or reimbursement for expenses for such services, except as may be prohibited by law.
Section 12. Resignation.
Resignations by officers or directors shall be given in writing to the president, treasurer, secretary, or directors.
Section 13. Executive Committee.
An executive committee of the Board of Directors handles Consortium administrative and policy matters between regular meetings of the board of directors. The executive committee is comprised of the current president, vice-president, secretary and treasurer, with the executive director serving ex officio.
ARTICLE VI - Officers
Section 1. Officers.
The officers shall be a president, a vice-president/president-elect, a secretary, and a treasurer, who shall be elected from among the Board of Directors, and such other officers as the directors may from time to time prescribe. Officers shall have the authority and perform the duties prescribed by the bylaws. The officers shall serve for terms of two years each. The vice-president/president-elect, secretary, and treasurer shall be elected by a two-thirds vote of the directors present at the fall meeting at which the election takes place. The vice-president/president-elect shall be elected in even-numbered years at the fall directors meeting. The secretary and treasurer shall be elected in odd-numbered years at the fall directors meeting. New officers will begin their terms of office on January 1 immediately following the meeting at which they are elected.
Section 2. President.
The president shall be the chief executive officer of the corporation and, as such, shall have charge of the corporation. The President shall preside at meetings of the Board of Directors and the Executive Committee. The President shall perform all duties incident to the office and such other duties as may be prescribed by the Board of Directors and the Bylaws.
Section 3. Vice-President/President Elect.
The Vice-President shall automatically succeed to the Presidency at the end of the President's term. In the absence of the President or in the event of the President's inability or refusal to act, the Vice-President shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The vice-president/president elect shall have such powers and duties as may be designated by the bylaws, the president, or the Board of Directors.
Section 4. Treasurer.
The treasurer shall be the chief financial officer of the corporation. The treasurer shall also have such powers and duties as customarily belong to the office of treasurer or as may be designated by the bylaws or by the president.
Section 5. Secretary.
The secretary shall record all proceedings of the directors and committees in a book or books to be kept therefor. In addition, the secretary shall keep a register of the post office address and email addresses of each member; shall send copies of the minutes of meetings of the board and the committees via post or email, as the case may be, to appropriate recipients; and, in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to the secretary by the president or the bylaws.
Section 6. Other Officers, Agents, Contractors and Employees.
Other officers shall have such powers as may be designated from time to time by the directors. The corporation may retain such contractors and employees as necessary for its effective management and operation.
Section 7. Removal.
Any officer elected or appointed by the board of directors may be removed from office at any time by an affirmative vote of two-thirds vote of all the directors.
Section 8. Vacancies.
A vacancy in office because of death, resignation, removal, disqualification, or otherwise may be filled by the board of directors for the unexpired portion of the term. A two-thirds vote of the board is required.
ARTICLE VII - Committees
In addition to the Executive Committee, such other standing and ad hoc committees as may be needed to carry out the business of the Corporation may be established by the Board of Directors, the president, or the Executive Committee. Any committee may be terminated at any time by the board of directors. The term of appointment for a committee member normally corresponds to the term of the President, but a member may serve until a successor is appointed.
ARTICLE VIII - Manner of Acting
No activities of the corporation shall contravene or jeopardize the nonprofit status of an individual member, and no member shall be bound by such an activity.
ARTICLE IX - Books and Records
The corporation shall keep correct and complete books and records of accounts and shall also keep minutes of any proceedings of its members, board of directors, and committees having any of the authority of the board. It shall keep, at the registered or principal office, a record giving the names and addresses of members. Any member's agent or attorney may inspect all books and records of the corporation, for any proper purpose at any reasonable time.
ARTICLE X - Financial Affairs
The board of directors shall determine the amount of annual dues payable as specified in Article III , Section 2.
ARTICLE XI - Fiscal Year
The fiscal year of the corporation will run from January 1 to December 31st of each year.
ARTICLE XII - Amendments
Amendment of these Bylaws requires an affirmative vote of a majority of the total membership of the Association, at any meeting of the Association, provided that notice of such meeting and the proposed amendment has been given in writing, including email, at least thirty days in advance of the meeting by the President, or the President's designate, with the approval of the Executive Committee.
ARTICLE XIII - Rules of Order
In all matters not covered by its Bylaws, the Consortium shall be governed by the current edition of the AIP Standard Code of Parliamentary Procedure. The President may appoint a parliamentarian, who shall serve at the pleasure of the President.
Revised, December 15, 2017