Revised June 6, 2008
|ARTICLE I. NAME, OBJECTIVES, AND GOVERNANCE|
Section 1. The name of this not-for-profit organization shall be Substance Abuse Librarians and Information Specialists, hereinafter referred to as “SALIS.” Notwithstanding any other provisions of these bylaws, SALIS shall not carry on any activity not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the United States Internal Revenue Law); (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law); or (c) by a corporation formed under the California Not-for-Profit Corporation Act (the “Act”).
Section 2. The objectives of SALIS shall be (a) to provide an international association of individuals and sponsoring organizations having a professional, scientific, or technical interest in library and information science, especially as these are applied in the recording, retrieval, and dissemination of knowledge and information in the area of alcohol, tobacco, and other drugs (ATOD); (b) to promote and improve the communication, dissemination, and use of objective, accurate, and timely information about ATOD; (c) to encourage the national and international development, cooperation, and linkage among SALIS members, organizations, and other information resources; and (d) to advocate for and on behalf of thorough, reliable, accessible, and objective interchange and preservation of information in ATOD.
Section 3. When not in conflict with these bylaws, the tenth edition of Roberts Rules of Order Newly Revised shall govern all deliberations.
ARTICLE II. OFFICE.
SALIS shall maintain in the state of California a home office, hereinafter referred to as “SALIS Home,” and may have offices within or without the state of California as determined by the Executive Board.
ARTICLE III-A. MEMBERSHIP.
Section 1. SALIS membership is open to all individuals who support the mission, goals, and activities of SALIS, such as librarians, information professionals, technology professionals, and others employed in or interested in ATOD information dissemination and services. SALIS welcomes members from all countries.
Section 2. There are two levels of membership: (a) Full members shall have the right to vote, hold elective and appointive office within SALIS, attend SALIS membership meetings, receive the SALIS newsletter, access the ‘Members Only’ section of the SALIS web site, participate in electronic discussion lists, as well as other privileges which SALIS may extend. (b) Associate members shall have the right to hold an appointive position within SALIS (but not an elective office), attend SALIS membership meetings (but not vote), receive the SALIS newsletter, as well as other privileges which SALIS may extend.
ARTICLE III-B. SPONSORSHIP.
Section 1. SALIS sponsorship is open to institutions which support the mission, goals, and activities of SALIS.
Section 2. Sponsoring institutions shall be approved by the Executive Board.
Section 3. Sponsoring institutions shall receive a copy of the SALIS newsletter, shall receive one complementary registration and exhibit space at SALIS conferences, shall have the right to hold an appointive position within SALIS (but not to vote or hold elective office), and may attend SALIS membership meetings.
ARTICLE III-C. DUES AND RATES.
Section 1. Annual membership dues shall be set by the Executive Board. The dues may be adjusted for individual members at the discretion of the Executive Board as detailed in the membership information section of the SALIS website.
Section 2. Dues shall be payable annually by calendar year or as otherwise determined by the Executive Board.
Section 3. The Executive Board may set and adjust the rate required for SALIS sponsorship.
ARTICLE IV. EXECUTIVE BOARD.
Section 1. There shall be an Executive Board, which shall serve as the governing body of SALIS. The Executive Board shall have the authority to carry out all lawful functions permitted by these bylaws and shall govern according to the mission and objectives found herein.
Section 2. All Executive Board members must be Full members of SALIS in good standing at the time of their election. No person shall hold more than one elected office at the same time.
Section 3. The Executive Board shall consist of 9 officers, each with one vote: Executive Director, Chair, Past Chair, Chair-Elect, Secretary, Treasurer, and three Members-at-Large. All officers are elected with the exception of the Executive Director, who is appointed by the Executive Board. The Executive Board may also include two non-officer, non-voting positions: Member Emeritus and the newsletter editor. The Member Emeritus is appointed by the Executive Board. The newsletter editor, though not an Executive Board member, is encouraged to attend Executive Board meetings (and this person may or may not also be an Executive Board member via an elected capacity.)
Section 4. Terms of office for Board members who are officers shall be the same as their term of elected office. Terms of office for Chair, Past Chair, Chair-Elect, and Member Emeritus shall be one year. For Treasurer and Secretary it shall be two years. Members-at-Large serve for two years and are limited to two consecutive terms. There is no time limit for holding the Executive Director position. All offices may be immediately reelected except for Chair, Past Chair, and Chair-Elect.
Section 5. The Executive Board shall meet at least once per year at or around the time of the conference. Additional meetings may be held as determined by the Executive Board whether in person, by phone, via email, or however technology allows.
Section 6. A quorum for transaction of business at any meeting of the Executive Board shall consist of a simple majority of the current Executive Board members. A majority vote is required to pass an Executive Board decision.
Section 7. Vacancies on the Executive Board, except for Chair-Elect, shall be filled by majority vote of the remaining members of the Executive Board, to serve until the next regular election. In the event of a vacancy in the office of Chair-Elect, a special election shall be held as soon as possible, following procedures as described under ARTICLE VIII.
ARTICLE V. DUTIES.
Section 1. The Executive Board shall have the responsibility and authority to manage the property of SALIS and to regulate its affairs. The Executive Board shall determine policies and changes within the limits of these bylaws, and shall perform such other functions as the membership may direct. The Executive Board shall determine compensation to officers and other members as deemed necessary.
Section 2. The Executive Director shall serve as the administrative officer and general manager of SALIS. The Executive Board details the duties required and benefits provided to this individual. The Executive Director shall oversee all SALIS activities and report to the Executive Board. The Executive Director shall also act as a consultant to the Executive Board members; manage SALIS Home, including the hiring and firing of SALIS Home employees with Board approval; maintain, update, and serve as editor of the SALIS Manual; prepare an annual report of the activities of SALIS; and perform those duties assigned by the Executive Board. The person filling this position is determined by the Executive Board, and the Executive Board also details the duties required and benefits provided.
Section 3. The Chair shall be the chief executive officer of SALIS and, subject to the Executive Board, shall have general supervision and charge over its affairs. The Chair shall preside at all meetings of the membership and of the Executive Board; be responsible for execution of policies voted upon by the membership or Executive Board; present to the Executive Board such measures considered desirable to further the objectives and broaden the effectiveness of the association; appoint committees as the need arises; present plans for future conferences to the Executive Board for approval; act as official spokesperson for SALIS; and perform all duties incident to the office of the Chair and such duties as may be prescribed by the Executive Board. The Chair shall also work with the Executive Director and Executive Board to establish and maintain SALIS Home and to oversee collection and preservation of SALIS historical documents related to meetings, annual reports, financial documents, and the like.
Section 4. The Chair-Elect shall assume the position of Chair at the end of a one-year term, or in the event the Chair vacates that office. The Chair-Elect shall perform the duties of Chair whenever the Chair is absent or unable to serve; act as liaison with Committee and Special Interest Group Chairs, including collecting their annual reports; and perform such duties as assigned by the Executive Board.
Section 5. The Past Chair shall assume this position following the one-year post as Chair. Past Chair shall serve as a head the Nominating Committee and perform those duties assigned by the Executive Board.
Section 6. The Secretary shall perform the usual duties of that office, including the recording and distribution of the minutes of Executive Board meetings, membership meetings, and those assigned by the Chair. The Secretary shall liaise with SALIS Home to achieve duties and goals related to membership, distribution of official documents, and the like, and perform those duties assigned by the Executive Board.
Section 7. The Treasurer shall perform the usual duties of that office, such as maintaining the funds of the organization and preparing an annual financial report for the membership, overseeing fiscal responsibilities as needed, and performing those duties assigned by the Executive Board.
Section 8. Members-at-Large shall serve as the Tellers Committee except when appearing on the ballot, in which case the Member-at-Large shall appoint their replacement (see Article VIII, Sec. 4.) Members-at-Large must participate in at least one a committee or SIG and shall also perform other duties as assigned by the Executive Board.
Section 9. A Member Emeritus may be designated by the Executive Board to provide wise counsel and guidance as requested.
Section 10. Specific duties for all officers are detailed in the SALIS Manual.
ARTICLE VI. MEMBERSHIP MEETINGS AND BUSINESS PROCEEDINGS.
Section 1. Electronic conferencing and voting methods may be used at the discretion of the Executive Board.
Section 2. General business meetings of all members, hereinafter referred to as “membership meetings,” shall be held at such a time and place as determined by the Executive Board, with the aim of meeting annually at the SALIS conference.
Section 3. Motions shall be put to a vote of the entire membership at the discretion of the Executive Board.
Section 4. There are two methods for voting on motions: (a) In the case of face-to-face voting, at least 20% of the total voting members need to be physically present, and of that percentage a majority vote is necessary for adoption; and (b) In the case of electronic voting, all members shall be notified electronically, with a closing date for the return of votes established by the Executive Board. The motion presented shall be resolved by a two-thirds vote provided that at least 40% of ballots sent shall have been returned.
ARTICLE VII. COMMITTEES AND SPECIAL INTEREST GROUPS (SIGs).
Section 1. Committees (standing and ad hoc) and Special Interest Groups (SIGs) shall be established, appointed, approved, or dissolved by the Chair as determined by the Executive Board. Each committee and SIG shall elect a Chair, who shall present to the Chair-Elect a written report of the group’s activities of the preceding year for presentation to the Executive Board. Additional reports may be submitted as needed or as requested.
Section 2. Funds for committee and SIG expenses shall be authorized by the Executive Board through an annual allotment upon submission of an estimated budget
Section 3. Committees and SIGs shall meet at the time of the conference, and at other times as determined by their respective members.
ARTICLE VIII. NOMINATIONS AND ELECTIONS.
Section 1. A Nominating Committee for the election of officers shall consist of three members. The Past Chair of SALIS shall be Chair of the Nominating Committee, and shall appoint two other members to the Committee.
Section 2. The Nominating Committee shall send to all SALIS members a ballot listing the positions to be filled and a slate of nominees who have consented to serve. This mailing shall be done at least 30 days before the membership meeting
Section 3. The Tellers Committee shall receive and tally all ballots 14 days following the request to vote. The Tellers Committee shall verify and report the election results to the members within five days of the close of voting. The candidate with the highest number of votes shall be elected.
Section 4. In the case of a tie vote, the Chair shall order a new election for that position.
Section 5. Executive Board members and officers shall assume the duties of their positions at the close of the annual conference.
ARTICLE IX. FINANCES.
Section 1. The fiscal year of SALIS shall be determined by the Executive Board.
Section 2. Financial resources may be appropriated for SALIS Home operations, conferences, and other reasons as deemed appropriate by the Executive Board.
Section 3. The Executive Board may authorize any Board member or agent of SALIS to enter into any contract or execute or deliver any instrument in the name of and on behalf of SALIS. Such authority may be general or confined to specific instances.
Section 4. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of SALIS shall be determined by the Executive Board and signed by the Executive Director. In the absence of such determination by the Executive Board, such instruments shall be signed by the Chair or by the Treasurer of SALIS.
Section 5. All SALIS funds shall be deposited to the credit of SALIS in such banks, trust companies, or other depositories as the Executive Director may recommend and the Executive Board may select.
ARTICLE X. PUBLICATIONS.
Section 1. SALIS shall publish an official newsletter and maintain a website and other information dissemination tools as the Executive Board may authorize.
Section 2. SALIS shall not be responsible for written or verbal statements expressed by its members, except for those authorized by the Executive Board.
ARTICLE XI. LIMITATION OF LIABILITY AND INDEMNIFICATION.
Section 1. The personal liability of the officers, committee members, and employees of SALIS is hereby eliminated to the fullest extent permitted by the Act and the IRC.
Section 2. SALIS shall, to the fullest extent permitted by the Act and the IRC, indemnify and hold harmless each officer, committee member, and employee of SALIS from and against any and all liabilities, costs and expenses (including attorneys’ fees and expenses) reasonably incurred by him or her or on his or her behalf in connection with any legal action or proceeding to which he or she may be a party by reason of his or her being or having been an officer, committee member, or employee of SALIS, or by reason of any action alleged to have been taken or omitted by him or her in such capacity. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any, agreement, vote of disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in any other capacity while holding such office. Such indemnification shall continue as to a person who has ceased to be an officer, committee member, or employee of SALIS, and shall inure to the benefit of the heirs, executors, administrators, beneficiaries, and other successors in interest or obligation of such person. SALIS shall be authorized but not required to purchase insurance for the purpose of the indemnification provided for herein provided, however, that such indemnification shall not be limited by the scope or extent of such insurance.
ARTICLE XII. AMENDMENTS.
Section 1. Amendments to these bylaws may be proposed by the Executive Board or by petition of ten full members. Amendments originating in the Executive Board shall be approved by a majority of the Executive Board before submission to the membership for approval. Proposals originating by petition shall be submitted to the Executive Board, and shall be presented to the membership with the recommendation of the Executive Board.
Section 2. Notice of a proposed amendment to these bylaws shall be sent to each voting member at least one month before a vote is taken.
Section 3. These bylaws may be amended by a two-thirds vote of the membership, provided that at least 40% of the Members eligible to vote shall have voted.
ARTICLE XIII. DISSOLUTION.
Upon dissolution of SALIS, the Executive Board shall, after paying or making provision for the payment of all of the liabilities of SALIS, dispose of the assets of SALIS in such manner, or to such organization or organizations operated exclusively for charitable, educational, or scientific purposes as described under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Executive Board shall determine.