Bylaws
ARTICLE I. NAME
The name of this organization shall be the New Jersey Library Association (the “Association”).
ARTICLE II. PURPOSE
2.1 The Association is organized and shall be operated exclusively for charitable purposes, in general, as set forth in Section 501(c)(3) of the Internal Revenue Code as now in effect or as later amended. The Association is not organized for pecuniary profit, and no activities of the Association shall be engaged in for-profit or commercial purposes.
2.2 The purposes of the Association are to:
- advance the standards of librarianship in New Jersey;
- protect the professional interests of the members of the Association including the establishment of sound personnel practices and the principles of intellectual freedom;
- promote the progress and welfare of all types of libraries in the State of New Jersey;
- promote library and information sciences and grant scholarships in connection therewith;
- encourage the use of libraries for educational, scientific, and literary purposes; and
- engage in such other educational, charitable, scientific, and literary enterprises as the membership may elect from time to time.
2.3 The Mission of the Association is developing library workers, uniting the library community.
2.4 No substantial part of the activities of this Association shall involve carrying on propaganda or otherwise attempting to influence legislation, and the Association shall not participate or intervene in (including the publishing or distributing of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provision of these Bylaws, the Association shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (2) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
2.5 No part of the property or income of the Association shall enure to the benefit of any individual except as otherwise provided in the purposes of the Association.
ARTICLE III. MEMBERS
3.1 Any person, organization, or library interested in the purpose of the Association as described in these Bylaws, and in the objectives described in the Association’s Strategic Plan, may become a member of the Association, if they satisfy the membership criteria and make the dues payment, as provided in the Bylaws.
3.2 There shall be the following classifications of membership in the Association
3.2.1 Individual Memberships
3.2.1.1 Individual: This category includes persons employed in library or information services, or library education, in New Jersey, including in a public or private library, a municipal, association, joint, or county library, a school library, a college or research library, or the New Jersey State Library.
3.2.1.2 Advocate: This category includes supporters of the Association and New Jersey libraries, including retired members of this Association, members of Friends of the Library organizations and library volunteers, and current members of the New Jersey Library Trustee Association.
3.2.1.3 Honorary: This category includes persons nominated by the Member Services Committee and approved for life by the Executive Board. All past Presidents are eligible for consideration to become honorary members upon retirement from full-time librarianship.
3.2.1.4 Student: This category includes persons currently enrolled as students pursuing an MLS or MLIS degree. Student members have the same rights and privileges as individual members.
3.2.1 Organizational Memberships
3.2.1.1 Institutional: This category includes all libraries
3.2.1.2 Enhanced Institutional: This category includes libraries which attain membership on behalf of the library and all of its staff members. Library staff members who join the Association through their library’s Enhanced Institutional membership are considered individual members in good standing and have the same rights and privileges of that category of membership.
3.2.1.3 Partnership: This category includes commercial organizations: businesses, vendors and other nonprofit organizations and for-profit entities.
3.2.1.4 Friends and Advocates: This category includes non-profit organizations which support a particular New Jersey library
3.3 Rights and Privileges of Membership
3.3.1 Each person holding an individual membership shall be entitled to one vote. For purposes of this Article 3.3 and all succeeding provisions of these Bylaws, all references to the rights and privileges of individual members shall include student members and members who join the Association through an Enhanced Institutional membership.
3.3.2 Each person holding an individual membership shall be eligible to hold office and to serve on committees, sections, and task forces.
3.3.3 Advocates and organizational members shall not be eligible to vote.
3.3.3.4 Each member shall receive communications, services and other benefits of membership in accordance with the policies adopted by the Executive Board.
3.4 Membership Dues
3.4.1 The Executive Committee will recommend a dues structure to the membership, which shall be established by a vote of the majority of the members in good standing present at any business meeting in which the recommendation is reviewed, provided that specific notice of a discussion and vote on the dues structure has been included in the written notice for such meeting, distributed to the membership at least ten (10) days prior to such meeting.
3.4.2 The schedule of dues shall be posted on the official website of the Association.
3.4.3 Honorary members retain their membership regardless of whether they pay dues.
3.4.4 The membership year shall be twelve consecutive months, effective as of the date of commitment of payment.
3.4.5 A “member in good standing” is any member whose dues are fully paid on a timely basis and who has not been otherwise characterized as “not in good standing” by an affirmative vote of a majority of Executive Board members.
3.4.6 Members will have a thirty (30) day grace period within which to pay their annual dues and still remain a member in good standing.
ARTICLE IV. OFFICERS
4.1 The Officers of the Association shall include President, First Vice President (President-elect), Second Vice President, and Secretary, each of whom shall be elected for a one-year term, and Treasurer, who shall be elected for a two-year term. Officers shall remain in their position until a successor is elected and installed.
4.2 The responsibilities of the Officers shall be as follows:
4.2.1. The President shall convene and preside over all regular and special meetings of the Executive Board and all membership meetings. The President shall serve as an ex-officio member of all committees, with the exception of the Nominations and Elections Subcommittee. The President shall have and exercise general charge and supervision of the affairs of the Association in cooperation with the Executive Director, and shall perform such other duties generally associated with the office of President, and/or as may be assigned by the Executive Board.
4.2.1.1 The President and Treasurer shall submit reports in writing to the Secretary of the Association at the annual meeting, but reports from these Officers may be requested at any meeting of the Association.
4.2.1.2 The President shall be authorized to sign checks as necessary, as well as the Treasurer and the Executive Director.
4.2.2 The First Vice-President (President-elect) and Second Vice President each shall assist the President and shall perform such other duties as may be assigned by the Executive Board or requested by the President.
4.2.2.1 The First Vice President (President-elect) shall perform the duties of the President in the temporary absence of the President.
4.2.2.2 The First Vice President (President-elect) shall assume the duties and position of President in the event the person serving as President is unable or unwilling to serve for the full term of office. The First Vice President (President-elect) shall assume the President position automatically, without the need for a vote or any formal action, in order to ensure continuity of leadership.
4.2.2.2.1 If the First Vice President (President-elect) assumes the Presidency pursuant to Art. 4.2.2.2 because the President is unwilling or unable to serve for the full term of office, then the First Vice President (President-elect) will have the option of:
a) serving for the balance of the departed President’s term and the additional full year term the First Vice President (President elect) originally was scheduled to serve as President, and shall assume the President position automatically, without the need for a vote or any formal action, in order to ensure continuity of leadership;
b) serving only for the balance of the departed President’s term, and shall assume the President position automatically, without the need for a vote or any formal action, in order to ensure continuity of leadership (See, 4.2.2.2.1.1); or
c) remaining as First Vice President (President-elect) for the duration of the President’s unexpired term, assuming the position as President on the date they were originally elected to begin serving as President, and fulfilling their full year term starting on that date (See, 4.2.2.2.1.2.)
4.2.2.2.1.1 If the First Vice-President (President elect) serves as President only for the balance of the departed President’s term, then the Second Vice President will serve as First Vice President for the duration of the term (see 4.2.2.4, and the Nominations and Elections Subcommittee shall solicit candidates and hold an election for President in accordance with Article VI. Nominations and Elections. The winner of the election will serve only the term as President that the First Vice President (President-elect) was originally elected to serve as President, and will hold no other Officer role prior to being installed as President on July 1. They will serve as Immediate Past President upon the completion of their term as President.
4.2.2.2.1.2 If the First Vice-President (President elect) remains as First Vice President (President-elect) for the duration of the President’s unexpired term, and agrees to assume the position as President on the date they were originally elected to begin serving as President, they will serves as Interim President for at least 30 days and not more than 90 days while the Nominations and Elections Subcommittee solicits
candidates and holds a special election for President in accordance with Article VI. Nominations and Elections. The winner of the special election will serve only the unexpired term that the departed President was originally elected to serve as President, and will hold no other Officer role prior to being installed as President. They will serve as Immediate Past President upon the completion of their term as President.
4.2.2.3 The Second Vice President shall perform the duties of the President in the temporary absence of the President only if the First Vice President (President-elect) is unavailable.
4.2.2.4 The Second Vice President shall assume the duties and position of the First Vice President (President-elect) in the event the person serving as First Vice President (President-elect) moves to the position of President, or is unwilling or unable to serve for the full term of office. The Second Vice President shall assume the First Vice President position automatically, without the need for a vote or any formal action, in order to ensure continuity of leadership.
4.2.2.5 If the Second Vice President position becomes vacant prior to the end of the term because the Second Vice President assumed the position of First Vice President, then the Nominations and Elections Subcommittee shall convene and shall nominate a current member of the Executive Board to fill the balance of the term as Second Vice President. The Nominations and Elections Subcommittee shall present their nominee to the Executive Board, which shall decide by a majority vote of all members of the Executive Board whether to accept the nomination.
4.2.3. The Treasurer shall oversee the maintenance of the financial records of the Association, including a full and accurate accounting of all funds, property, commitments, and obligations received by the Treasurer or the Executive Director for the account or on behalf of the Association, all outstanding obligations owed to the Association, all outstanding obligations and financial liabilities of the Association, and all funds and investments held by the Association. The Treasurer shall administer all funds as directed by the Executive Board, and shall be responsible for ensuring the safety and security of all funds, finances, property, and securities of the Association, and shall perform such other duties normally associated with the office of Treasurer, or as may be assigned by the Executive Board.
4.2.3.1 The Treasurer shall serve on the Finance Committee, be responsible to review the preparation of an annual budget; help to make financial information available to Board members, and the public; and present a full written financial report at each regular Executive Board meeting.
4.2.3.2 The Treasurer, as well as the President and the Executive Director, shall be authorized to sign checks on behalf of the Association, as necessary. The Treasurer, as well as the Executive Director, administrative assistant (or equivalent position), and accountant (or bookkeeper) shall be bonded.
4.2.3.3 If the Treasurer position becomes vacant prior to the end of the term because the Treasurer is unwilling or unable to serve for the full term of office, then the Nominations and Elections Subcommittee shall convene and shall nominate a current member of the Executive Board to fill the balance of
the term as Treasurer and shall simultaneously nominate an Individual member in good standing to replace the member nominated to become Treasurer. The Nominations and Elections Subcommittee shall present their nominees to the Executive Board, which shall decide by a majority vote of all members of the Executive Board whether to accept the nominations.
4.2.4 The Secretary shall be responsible for keeping accurate records of the proceedings at all Executive Board meetings, including all regular and special meetings of the Executive Board and shall have responsibility for the safe maintenance of the minutes and other records of the Executive Board. The Secretary shall issue notices, as required, of regular and special meetings, shall record attendance at all meetings and monitor the attendance records of all Executive Board members, and shall perform such other duties as are generally associated with the office of Secretary, or as may be assigned by the Executive Board or requested by the President.
4.2.4.1 If the Secretary position becomes vacant prior to the end of the term because the Secretary is unwilling or unable to serve for the full term of office, then the Nominations and Elections Subcommittee shall convene and shall nominate a current member of the Executive Board to fill the balance of
the term as Secretary and shall simultaneously nominate an Individual member in good standing to replace the member nominated to become Secretary. The Nominations and Elections Subcommittee shall present their nominees to the Executive Board, which shall decide by a majority vote of all members of the Executive Board whether to accept the nominations.
4.3 Representation to the Council of the American Library Association.
4.3.1 Although not an Officer, the Association’s Representation to the Council of the American Library Association (the “ALA Councilor”) is an elected position to the Executive Board.
4.3.2 As provided in the Constitution and Bylaws of the American Library Association (ALA), the Association will be represented as a Chapter of the ALA in the Council of the ALA.
4.3.3 The ALA Councilor is nominated by the Nominations and Elections Subcommittee and, once elected, shall serve a three-year term. The ALA Councilor shall take office after the first ALA conference following the election.
4.3.3.1 If the ALA Councilor position becomes vacant prior to the end of the term because the ALA Councilor is unwilling or unable to serve for the full term of office, then the Nominations and Elections Subcommittee shall convene and shall nominate a current member of the Executive Board to fill the balance of the term as ALA Councilor and shall simultaneously nominate an Individual member in good standing to replace the member nominated to become ALA Councilor. The Nominations and Elections Subcommittee shall present their nominees to the Executive Board, which shall decide by a majority vote of all members of the Executive Board whether to accept the nominations.
4.3.4 After each ALA Council meeting, the ALA Councilor shall report promptly to the Executive Board any actions of or taken by the ALA Council, which may be of interest or concern to the Association.
4.4 Members-at-Large
4.4.1 Members-at-Large are nominated by the Nominations and Elections Subcommittee and, once elected, shall serve a three-year term.
4.4.1.1 If a Member-at-Large position becomes vacant prior to the end of the term because the Member-at-Large is unwilling or unable to serve for the full term of office, or has been removed from the Executive Board following the provisions of 7.6, then the Nominations and Elections Subcommittee shall convene hold a Special Election in accordance with 6.4 and 6.5
ARTICLE V. EXECUTIVE BOARD
5.1 The Executive Board is the primary decision-making body of the Association on matters, which do not require a vote of the members. The Executive Board shall consist of the Officers of the Association, ten (10) Members-at-Large, who shall be elected for three year staggered terms, the immediate Past President, and the ALA Councilor. Each individual on the Executive Board can occupy only one position at a time and each is entitled to one vote only.
5.2 The Executive Board shall have the authority to act on behalf of the Association during the intervals between meetings of the members of the Association.
5.2.1 The Executive Board shall have the authority to establish ad hoc committees of the Association for a specific purpose(s), for which other authority exists in these Bylaws.
5.2.2 The Executive Board shall have the authority to fill all vacancies in Officer positions, except President and First Vice President, based on the candidates presented by the Nominations and Elections Subcommittee.
5.2.2.1 Any person appointed by the Executive Board to fill a vacant Officer position shall serve only until the end of the unfinished term or until a successor is elected and installed.
5.2.3 The Executive Board is responsible for monitoring the management of all funds accruing to the Association, except as otherwise provided in these Bylaws.
5.2.4 Only the Executive Board shall have power to incur any expense in the name of the Association, except as otherwise provided in these Bylaws. All Association expenditures, regardless of amount, shall be itemized and reported to the Executive Board on a monthly basis.
5.2.5 The Executive Board shall adopt a budget each fiscal year accounting for anticipated revenues and authorizing permissible expenses, which may be incurred in the name of the Association.
5.3 The Executive Board shall retain a professional auditing firm on an annual basis to review or audit the accounts of the Association, and ensure compliance with applicable law. The Treasurer shall oversee the work of the auditing firm, which shall generate a report based on its findings and present the full report to the Executive Board.
5.3.1 Following the Executive Board’s review and acceptance of the auditor’s report, the report shall be made available to all members in good standing of the Association upon request.
ARTICLE VI. NOMINATIONS AND ELECTIONS
6.1 Nominations of candidates for Officers of the Association, for Members-at-Large of the Executive Board, and for the ALA Councilor shall be made by the Nominations and Elections Subcommittee or by Petition.
6.1.1 Any member in good standing may request a nomination from the Nominations and Elections Committee. If this member does not receive a nomination, they may pursue a nomination by petition. A petition must include the names and the signatures of at least eighteen (18) Individual members in good standing endorsing the candidate, as well as the signed, written consent of the candidate.
6.1.2 One (1) of the ten (10) Member-at-Large positions shall be designated as Member-at-Large College & University, and shall be held by a member employed in a college or university library.
6.1.3 The Timetable for Annual Elections shall be as provided in Article 6.2.
6.2 Executive Board shall set the date for each annual election, which shall be a date at least thirty (30) days prior to the date of the annual membership meeting. The Executive Board shall announce to all members the date for the annual election at least one hundred fifty (150) days prior to the election date.
6.2.1 At least one hundred twenty (120) days prior to the annual election date, the Nominations and Elections Subcommittee shall send written notice to the membership inviting petitions and providing access to the official form of petition which must be used to submit a nomination by petition.
6.2.2 The Nominations and Elections Subcommittee must publish a slate of nominees for all available Officer and Executive Board positions not less than ninety (90) days prior to the annual election date.
6.2.3 Nominating petitions must be received by the Nominations and Elections Subcommittee not more than sixty (60) days prior to the annual election date.
6.2.4 At least thirty (30) days prior to the annual election date, the Nominations and Elections Subcommittee shall distribute ballots to all members in good standing who are eligible to vote. Ballots shall list all candidates nominated by the Nominations and Elections Subcommittee and by petition.
6.2.4.1 Eligible voting members must return their ballot to the Nominations and Elections Subcommittee, which must be received on or before the annual election date. No ballots received after the annual election date may be considered.
6.2.4.2 All elections shall be conducted electronically.
6.2.4.3 The Executive Board and the Nominations and Elections Subcommittee are responsible for ensuring adequate safeguards are in place to protect the integrity of the election process.
6.3 At least two (2) candidates shall be nominated to run for President, Secretary, Treasurer (on years when the current Treasurer’s two-year term is ending) and ALA Councilor, and at least ten (10) candidates shall be nominated to run for open positions as Executive Board Members-at-Large.
6.3.1 The candidate receiving the highest number of votes for President shall become the First Vice President (President-elect) to become President as of the July 1 of the following year, in accordance with Article 4.2.2. The candidate receiving the second highest number of votes for President shall be elected Second Vice President.
6.3.2 The candidate(s) receiving the highest number of votes cast for Secretary, Treasurer and ALA Councilor shall be elected to those positions. The candidates receiving the highest number of votes for Member-at-Large shall be elected to open Member-at-Large positions, except that the Executive Board may designate one (1) or more Member-at-Large position to be held by a candidate from a specific category of libraries (e.g., academic libraries), in which event the candidate who receives the highest number of votes among candidates representing that category shall be elected to one of the Member-at-Large positions without regard to the number of votes received relative to the Member-at-Large candidates not representing that category.
6.3.3 The term of office for all Officers and Executive Board Members-at-Large shall commence on July 1 following their election and continue until their successor is elected and assumes the position. The Treasurer begins a period of training on the Board and Committees following their election. The Treasurer's two-year term begins July 1. Members-at-Large’s three-year terms begin on July 1.
6.4 Election results shall be announced at the annual meeting and shall be published to all members in good standing who were eligible to vote in the election.
6.5 Special votes and elections may be called by the Executive Board under regulations proposed by the Nominations and Elections Subcommittee and approved by the Executive Board.
ARTICLE VII. MEETINGS
7.1 The annual meeting of this Association shall be held in the winter or spring at such times as the Executive Board may determine. Other meetings may be scheduled at the direction of the Executive Board.
7.2 A quorum must be present at any general meeting of members in order for the members to vote on any matter or the vote will be deemed invalid, null and void.
7.2.1 At least forty (40) individual members in good standing must be present to constitute a quorum for purposes of conducting any business at a meeting of the Association.
7.2.2 All votes of membership shall be decided by a simple majority vote of the members in good standing present at the meeting and eligible to vote.
7.3 All meetings of the Association and of the Executive Board shall be conducted in accordance with parliamentary procedures set out in Robert’s Rules of Order, latest edition.
7.3.1 The President, with the consent of the Executive Board, shall appoint a parliamentarian to serve at meetings of the Association and Executive Board.
7.4 At all meetings of the Association, an agenda shall be distributed that outlines business to be conducted and provides an opportunity for members to address issues.
7.5 Meetings of the Executive Board may be called by the President at such times and places as the President may designate. Meetings will be open to the library community and participation will be encouraged as appropriate. The Executive Board shall meet at a minimum of six meetings per year.
7.5.1 Regular and special meetings of the Executive Board may be held by electronic means such as e-mail, chat rooms, telephone, video, fax or other appropriate mechanisms. Procedural rules related to the conduct of electronic meetings shall be established and promulgated by the Executive Board.
7.5.2 A quorum of Executive Board members must be present at any meeting of the Executive Board in order for the Executive Board to vote or take action on any matter. Any vote taken at meeting where no quorum was present will be deemed invalid, null and void.
7.5.2.1 For purposes of Executive Board meetings, a quorum shall mean fifty percent (50%) of the number of members of the Executive Board plus one. If all seventeen (17) positions on the Executive Board are filled, then nine (9) Executive Board members would be required to have a quorum and conduct business.
7.5.2.2 All votes of the Executive Board shall be decided by a simple majority vote of the members of the Executive Board present at the meeting and eligible to vote, except as expressly provided in these Bylaws.
7.5.3 Special meetings of the Executive Board shall be called by the President upon written request of the majority of members of the Executive Board.
7.6 Any Executive Board member who does not attend three (3) Executive Board meetings (or two (2) consecutive Executive Board meetings) in any year, shall be notified by the President that if the member fails to attend a 4th meeting (3rd, if consecutive), a motion for removal from office may be placed on the agenda of the following meeting. A two-thirds vote of all members of the Executive Board shall be required for such removal.
ARTICLE VIII. EXECUTIVE DIRECTOR AND STAFF
8.1 The Executive Director and all staff members shall be employed by the Executive Board under contracts which specify the terms and conditions of employment and duties and responsibilities.
8.2 The Executive Director shall be the Chief Administrative Officer of the Association and will be responsible for the implementation of the policies adopted by the Executive Board.
8.2.1 The Executive Director, as well as the Treasurer and the President, shall be authorized to sign checks on behalf of the Association, as necessary.
8.2.2 The Executive Director, as well as the Treasurer, the administrative assistant (or equivalent), and the accountant (or bookkeeper), shall be bonded.
8.2.3 The Executive Director and the President shall be ex officio members of all Sections, Task Forces, and Committees, except as designated elsewhere in these Bylaws.
8.2.4 The Executive Director is authorized to obligate the Association and incur expenses for the Association, including signing contracts on behalf of the Association, subject to a maximum dollar limit and procedural requirements, as set out in the financial policies of the Association.
8.3 The Executive Director shall be responsible to the Executive Board and shall report regularly to it.
8.3.1 The Executive Director shall prepare and deliver an annual report to the membership regarding the Association’s progress and activities over the prior year, as well as plans for the future.
8.4 All other staff members shall report to the Executive Director.
ARTICLE IX. ORGANIZATIONAL STRUCTURE
9.1 Sections
9.1.1 A Section is formed to promote library service and librarianship within and for a particular type of library activity, or to identify, discuss and promote action on issues not limited to a particular type of library activity. The Executive Board may create a Section based on the written request of fifteen (15) Individual members in good standing, who are engaged in the work of the proposed Section. The request shall state clearly the purpose of the proposed Section.
9.1.2 Initial approval of Sections will be provisional for a period of two (2) years during which the Section must demonstrate its viability and that its activities are beneficial to members. A least thirty (30) days prior to the end of the provisional period, the Section must provide the Executive Board with a record of its officers and bylaws, as determined by the Section membership, along with a request for organizational status. The Executive Board will consider whether to grant organizational status, extend the provisional period, or recommend discontinuance, and will notify the Section officers of the decision.
9.1.2.1 In order to be granted organization status, a Sections must be able to provide bylaws that state the name and purpose of the Section, and, at a minimum, provide details pertaining to officers, terms, elections, and meetings. Changes to the name or purpose of a Section must be submitted to the Executive Board for approval. Any changes to a Section’s bylaws must be made in accordance with those bylaws.
9.1.2.2 In the event that a Section, after it has been granted organizational status, becomes inactive or does not function towards accomplishment of its responsibilities and objectives, the Executive Board shall establish an appropriate time frame for the Section to restore activity or correct deficiencies, before the Executive Board considers a recommendation for discontinuance. The President shall notice the officers of the Section if the Executive Board may consider a recommendation for discontinuance of the Section.
9.1.2.3 The Executive Board may vote to discontinue a Section, provided notice that the recommendation for discontinuance to be discussed, was provided to all Executive Board members and all Section members, at or before the previous meeting. The Executive Board shall be required to provide an explanation and justification if it decides to accept a recommendation to discontinue a Section.
9.1.3 Only the Executive Board may authorize any section or task force to commit the Association as such to any declaration of policy, any program, any activity, any publication, or any financial expenditure.
9.1.3.1 A Section may issue publications and in general carry on activities consistent with the purposes for which the Section was established, subject to any restrictions imposed on the Sections by its own bylaws, by these Bylaws and by the Executive Board.
9.1.3.2 Sections must report to the Executive Board, as requested.
9.1.4 Meetings of Sections shall be open to any member of the Association, but only a duly enrolled member of the Section shall be authorized to vote at a Section meeting or on any decision of the Section.
9.1.5 The Association President and Executive Director shall be ex officio members of all Sections.
9.2 Task Forces
9.2.1 The purpose of a task force is to study and work towards accomplishment of a certain objective and/or solution of a specific problem. The nature of its objective and/or scope of the problem will determine the length of time that the task force remains in existence.
9.2.2 The Executive Board may create a Task Force to address specific issues based on the recommendation of the President. The President’s recommendation shall state clearly the purpose of the proposed Task Force.
9.2.3 A Task Force must be re-authorized annually by an affirmative vote of a majority of members of the Executive Board present at the meeting.
9.2.4 The Association President and Executive Director shall be ex officio members of all Task Forces.
9.3 Committees
9.3.1 Standing Committees shall be created by the Executive Board to perform duties which continually recur in the work of the Association. Standing Committees shall report to the Executive Board as requested.
9.3.1.1 A code of procedure, known as the Code for Committees and Their Subcommittees, prepared by the Organization Subcommittee, approved by the Executive Board, and filed with the Secretary, shall
enumerate the Standing Committees and specify their functions.
9.3.1.2 Standing Committees carry on activities as stated in the Code for Committees and Their Subcommittees, subject to the restrictions imposed by these Bylaws and the Executive Board.
9.3.1.3 This Code for Committees and Their Subcommittees shall be made available to all members of the Association and shall be revised as necessary by the Executive Board.
9.3.2 Committees to work with other library-related organizations may be created by the Executive Board as task forces.
9.3.3 The President shall appoint the Chair of each Standing Committee with the approval of the Executive Board.
9.3.3.1 The First Vice President (President-elect) shall appoint, with the approval of the Executive Board, the Vice Chair of each Standing Committee, who will succeed to the Chair.
9.3.3.2 Each Committee Chair and Vice-Chair must be an individual member in good standing, but need not be a member of the Committee prior to appointment.
9.3.3.3 Committee Chairs and Vice-Chairs are appointed for one-year terms, which can be renewed for additional one-year terms.
9.3.4 All ex-officio Committee members, except the Executive Director, shall have the right to vote.
9.3.5 The names of the members of all Committees shall be posted on the official website of the Association annually.
9.3.6 Only the Executive Board may authorize any Standing Committee to commit the Association as such to any declaration of policy, any program, any activity, any publication, or any financial expenditure.
9.3.7 The Association President and Executive Director shall be ex-officio members of all Committees.
ARTICLE X. FINANCIAL OPERATIONS
10.1. The Association’s fiscal year shall begin on July 1 and end on June 30.
10.2. The funds of the Association shall be deposited in a bank or other recognized financial institution under national or state supervision. The Finance Committee shall make financial investment recommendations to the Executive Board, which are consistent with the overall and specific investment strategies approved by the Executive Board. Any investment decisions involving the Association’s financial assets available for investment must receive prior Executive Board approval.
10.3. The books and records of the Association shall be maintained in accordance with generally accepted accounting principles consistently applied and shall show all items of income and expense.
10.4. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its Officers, Executive Board members, employees, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation to employees and other third parties for services rendered and to make payments and distributions in furtherance of its exempt purposes.
10.4.1. No Officer or Executive Board Member or member shall receive any fee, salary or remuneration of any kind for their services in such capacities, but this shall not preclude reasonable compensation for services rendered to the Association by an Officer, Executive Board Member or member in some other capacity, if approved in advance by the Executive Board.
10.4.2 Officers, Executive Board Members, members and employees may be reimbursed for reasonable expenses incurred with approval of the Executive Board and upon presentation of receipts. Officers, Executive Board Members, members, and employees may be reimbursed for expenses, or expenses may be paid directly, up to the amount of $100 for any reasonable expenses incurred with the approval of the Executive Director or the President. Any expenses over $100 must be approved by a majority vote of the Executive Board at a regular or special meeting of the Executive Board.
ARTICLE XI. FIDUCIARY DUTIES AND INDEMNIFICATION OF OFFICERS, EXECUTIVE BOARD MEMBERS AND EMPLOYEES
11.1 Officers, Executive Board Members’ and Employees Fiduciary Duties to the Association. All members of the Executive Board, including all Officers, the ALA Councilor, and all Members-at-Large (collectively, “Executive Board Members”), as well as all employees shall owe certain fiduciary obligations to the Association.
11.2 Duty of Loyalty: All Officers, Executive Board Members and employees shall account to the Association and act as a trustee for any property, profit or benefit derived: in conducting or dissolving the Association’s activities; from the use of the Association’s assets or other property; and from misappropriation of any business opportunities of the Association. Officers, Executive Board Members and employees shall not compete with the Association and shall not engage in any “interested transactions” with the Association, such as lending money or leasing property to the Association.
11.2.1 The Duty of Loyalty of Officers, Executive Board members and employees shall not prohibit any Officer, Executive Board Member or employee from having other business interests and from engaging in other activities in addition to those relating to the Association, nor in any way impact such individuals’ right to enjoy the income and other benefits of such activities. However, Officers, Executive Board Members, and employees shall not engage in outside business interests that interfere with their performance of obligations to and on behalf of the Association and shall not engage in any outside business interests which involve misappropriation of any business opportunities of the Association.
11.2.2.Upon full disclosure of all material facts, by an affirmative vote by a two thirds majority of disinterested Executive Board members, the Association may authorize or ratify any act or transaction of any Officer, Executive Board Member or employee, which otherwise might violate the Duty of Loyalty.
11.3. Duty of Care: All Officers, Executive Board Members and employees shall owe a duty of care to the Association, and shall not engage in any grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law, in the course of fulfilling obligations to the Association. Upon full disclosure of all material facts, by an affirmative vote by a two-thirds majority of disinterested Executive Board members, the Association may authorize or ratify any act or transaction of any Officer, Executive Board Member or employee, which otherwise might violate the Duty of Care, provided such act or transaction is not the result of intentional misconduct or a knowing violation of law.
11.4 Conflicts of Interest: All Officers and Executive Board Members and employees shall sign a Conflict of Interest Policy adopted by the Executive Board and agree to all terms and conditions of such policy.
11.5. Liability for Certain Acts: The Officers and Executive Board Members, members and employees shall perform their duties in good faith, in a manner they reasonably believe to be in the best interests of the Association, in accordance with their Fiduciary Duties as set out in this Section 11.1, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. An Officer, Executive Board Member, member or employee, who so performs the duties hereunder, shall not have any liability by reason of being or having been an Officer, Executive Board Member, member or employee. An Officer, Executive Board Member, member or employee shall not be liable to the Association or to any Executive Board Member, member, employee, Partner, or Advocate for any loss or damage sustained by the Association or any Executive Board Member, member, employee Partner, or Advocate, unless the loss or damage shall have been the result of fraud, deceit, gross negligence, willful misconduct/intentional infliction of harm on the Association or an Executive Board Member, member, or employee, intentional violation of law, or a wrongful taking by the Officer, Executive Board Member, member or employee, of a financial benefit to which the individual is not entitled, or breach of any Fiduciary Duty, which is not authorized, or subsequently ratified, following full disclosure of all material facts, by an affirmative vote of a two-thirds majority of disinterested Executive Board Members.
11.5.1 The failure of the Association to observe any particular formalities relating to the exercise of its powers or management of its activities shall not be grounds for imposing personal liability any Officer, Executive Board Member, member of employee for the debts, obligations or other liabilities of the Association.
11.6. Indemnification of Officers, Executive Board Members, Members and Employees
11.6.1 Individual Indemnification: Each Officer and each Executive Board Member, member. and employee of the Association, regardless of whether then-currently in office, and such person's heirs, executors, estate, administrators and assigns (the “individual”), shall be indemnified by the Association against all liabilities, costs, expenses and fees incurred by or imposed upon such individual in connection with or resulting from any action, suit, or proceeding, civil or criminal, to which such individual shall or may be made a party or with which such individual shall or may be threatened by reason, directly or indirectly, of such individual being or having been an Officer, Executive Board Member, member or employee of the Association, except in relation to matters as to which such individual shall be finally adjudged in such action, suit, or proceeding to be liable for acts or omissions that: (a) were contrary the individual's duty of loyalty to the Association, (b) were not made in good faith or involved a knowing violation of law, or (c) resulted in the Officer’s, Executive Board Member’s, member’s or employee’s receipt of an improper personal benefit.
11.6.2 Costs and Expenses: The costs and expenses against which any such Officer, Executive Board Member, member or employee shall be indemnified and shall be those actually paid or for which liability is actually incurred, regardless of whether such costs or expenses are taxable costs as defined or allowed by statute 
or rule of court.
11.6.3 Reliance on Counsel: An Officer, Executive Board Member, member, or employee shall not be deemed to have breached such individual’s duty of loyalty to the Association as to any matter wherein such Officer, Executive Board Member, member or employee relied upon the opinion or advice of legal counsel selected by 
the Executive Board or acting in any such matter for the Association.
11.6.4 Right of Indemnification: The aforementioned rights of indemnification: (a) shall be in addition to any other rights with respect to any such costs and expenses to which such Officer, Executive Board Member, member or employee may otherwise be entitled against the Association or any other persons, and (b) shall survive the resignation, removal or termination of such Officer, Executive Board Member, member, or employee from their position.
ARTICLE XII. PARLIAMENTARY AUTHORITY
12.1. All Executive Board and general membership meetings shall be conducted according to the latest edition of Robert’s Rules of Order, except when in conflict with these Bylaws or with the laws of the State of New Jersey.
ARTICLE XIII. RECORDS AND ARCHIVES
13.1 The Association shall maintain an archive of official documents, reports, correspondence, publications, and other associated information and materials of the Association and of its Officers, as delineated in an archival schedule adopted by the Executive Board.
13.2 An archivist shall be appointed by the President and approved by the Executive Board.
ARTICLE XIV. AMENDMENT
14.1 These Bylaws may be amended by a majority vote of the Individual members in good standing present at any business meeting provided that written notice of the proposed amendment shall have been sent to all members eligible to vote at least ten (10) days prior to that meeting or, if the vote is by alternative means, by a majority of those voting provided that specific notice of the proposed amendment was provided to all members eligible to vote at least thirty (30) days prior to the date on which such vote will be taken and the results announced.
ARTICLE XV. DISSOLUTION
15.1. Upon dissolution of the Association, all of its assets remaining after payment of its obligations shall be transferred to such public agencies of the State of New Jersey or its political subdivisions and such private nonprofit educational, literary, scientific, or charitable organizations as the membership may determine, provided that any such private organizations shall comply with Section 501(c)(3) of the Internal Revenue Code of 1954 as amended. No part of the remaining assets of the Association may be distributed to any Officer, member, or employee of the Association, except that library organizations which are Institutional or Enhanced Institutional members of the Association shall be eligible to receive a pro rata portion of the remaining assets upon dissolution, provided they qualify under the previous provisions of this Article.
ARTICLE XVI. FORCE AND EFFECT OF BYLAWS
16.1. These Bylaws are subject to the provisions of the New Jersey Nonprofit Corporation Act (the “Act”) and the Certificate of Incorporation as they may be amended from time to time. If any of these Bylaws is inconsistent with a provision in the Act or the Certificate of Incorporation, the provision of the Act or the Certificate of Incorporation shall govern to the extent of such inconsistency.
Bylaws adopted by the New Jersey Association Membership, April 25, 2006 at its Annual Meeting in Long Branch, NJ. Bylaws amended by the New Jersey Library Association Membership at its Annual Meeting, April 20, 2008; at its Annual Meeting, May 17, 2016; at Special Membership Meeting, April 17, 2018; at its Annual Meeting, May 30, 2019; at its Annual Meeting, June 3, 2021; and at its Annual Meeting, February 18, 2026.
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