REFORMA BYLAWS
NATIONAL ASSOCIATION TO PROMOTE LIBRARY AND INFORMATION
SERVICES TO LATINOS AND THE SPANISH-SPEAKINGAdopted by the July 1986-June 1987 Board of Directors
Revisions made ALA Midwinter 2001 Board of Directors Meeting II
Article I
Name
The name of the Corporation is REFORMA, National Association to Promote Library and Information Services to Latinos and the Spanish Speaking ("the Corporation").
Article II
Purposes of the Corporation
The Corporation is organized to operate exclusively for educational and charitable purposes (within the meaning of Section 501(c)(3) and Section 170(c)(2) of the Internal Revenue Code of 1986). In particular, the purposes of the Corporation are to: (i) unite Hispanic librarians and all other librarians interested in working with the Spanish speaking, (ii) promote and conduct research and studies concerning educational materials and library programs available to serve the Spanish speaking, (iii) promote the development of Spanish-language and Hispanic oriented library collections, (iv) collect and disseminate information about and for the benefit of the Spanish speaking, (v) help recruit prospective bilingual and bicultural librarians, including providing scholarship aid for students, the criteria for such scholarships to be determined by a Committee designated by the Board of Directors, and (vi) engage in all other educational and charitable activities permitted by law.
Article III
Offices and Registered Agent
Section 1. Offices. The Corporation shall continuously maintain, in the District of Columbia, a registered office at such place as may be designated by the Board of Directors. The principal office of the Corporation and such other offices as it may establish shall be located at such place(s), either within or without the District of Columbia, as may be designated by the Board of Directors.
Section 2. Agent. The Corporation shall continuously maintain, within the District of Columbia, a registered agent, who shall be designated by the Board of Directors.
Section 3. Changes. Any change in the registered office or registered agent of the Corporation shall be accomplished in compliance with the District of Columbia Non-profit Corporation Act.
Article IV
Members
Any individual, partnership, or corporation shall be eligible to apply for membership. All members in good standing have the right to vote for officers, dues, or matters presented for approval to the membership. Only members who are individuals in good standing are eligible to be elected or appointed as Officers of the Corporation.
Article V
Board of Directors
Section 1. The property, affairs, business, and concerns of the Corporation shall be managed by a Board of Directors.
Section 2. Directors. The Board of Directors (BOD) shall be comprised of the Executive Committee, the Chairs of Standing Committees, the Chapter Presidents and affiliates of the Corporation, and any other person/office designated by the Board.
Section 3. Removal of Directors. Any one or more of the Directors may be removed either with or without cause, at any time, by a majority of the members of the Board present at any meeting of the Directors, provided there is a majority of the entire Board present at the meeting of Directors at which such action is taken.
Section 4. Quorum. A majority (# x 51%) of the entire Board shall be necessary to constitute a quorum for the transaction of business. Except as otherwise provided, the vote of the majority of the Directors present at a meeting at which quorum is present shall be the act of the Board. The member of the Board of Directors who is President of the Corporation's affiliate shall be counted for the purpose of establishing a quorum, but shall not be eligible to vote on any matter.
Section 5. Action by Consent. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.
Section 6. Place and Time of Meeting of the Board. Meetings of the Board may be held at any place within or without the District of Columbia. The time and place for holding meetings of the Board shall be fixed by the Board.
Section 7. Notice of Meetings. Notice of all meetings shall be served personally upon or mailed to the usual address (post or electronic) of each Director not less than ten (10) days prior to the meeting. Notice of a meeting need not be given to any Director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.
Section 8. Duty of Directors and Officers
(a) Directors and Officers discharge the duties of their respective positions in good faith and with that degree of diligence, care, and skill which ordinarily prudent persons would exercise under similar circumstances in like positions.
(b) In discharging their duties, Directors and Officers, when acting in good faith, may rely upon financial statements of the Corporation represented to them to be correct by the President or the Officer of the Corporation having charge of its books of account, or stated in a written report by an independent public or certified public accountant or firm of such accountants, fairly to reflect the financial condition of such Corporation.
Section 9. Resignation. Any member of the Board of Directors may resign by tendering a resignation in writing to the Secretary. Such resignation shall be effective upon receipt by the Secretary.
Article VI
Executive Committee
The President, Vice-President/President-Elect, Secretary, Treasurer, Member-At-Large, and Chapter Representatives shall constitute the Executive Committee of the Board of Directors. Except as otherwise required by law or these Bylaws, the Executive Committee shall have such authority as the Board of Directors shall grant to it for the management of the Corporation, including power to authorize the seal of the Corporation to be affixed to all papers which may require it. The Executive Committee shall report its actions to the Board of Directors when required.
Article VII
Officers
Section 1. The Officers of the Corporation shall be elected and be a President, a Vice President/President-Elect, a Secretary, a Treasurer, a Member-At-Large, and Chapter Representatives. The Vice-President/President-Elect, Secretary, Treasurer and Member-At-Large shall be elected by the membership. The Vice-President/President-Elect shall serve for one year and shall automatically become President for the subsequent year. The officers may also chair committees.
Section 2. All of the Officers of the Corporation shall hold their offices for a term of one year or until their successors are chosen and qualified. Officers may succeed themselves in office for an unlimited number of terms. Any Officer of the Corporation may be removed at any time by a majority of the Directors in office. Any vacancy occurring in any office of the Corporation may be filled by the President. In the event of a vacancy in the office of the President, the Vice-President/President-Elect shall serve as President through the current term. If neither the President nor the Vice-President/President-Elect is able to serve, the Executive Committee shall appoint an Acting President and submit recommendation to the Board of Directors for approval.
Section 3. The President, Vice-President/President-Elect, Secretary, Treasurer or other persons may be authorized by the Board of Directors, to individually enter into and execute on behalf of the Corporation contracts, leases, debt obligations and all other forms of agreements or instruments, whether under seal or otherwise, permitted by law, the Articles of Incorporation and these Bylaws; except where such documents are required by law to be otherwise signed and executed, or where the signing and execution thereof shall be exclusively delegated to some other Officer or agent of the Corporation.
Section 4. The duties and powers of the Officers of the Corporation shall be as provided in these Bylaws, or as provided pursuant to these Bylaws or (except to the extent they are inconsistent with these Bylaws or with any provision made pursuant hereto) shall be those customarily exercised by corporate officers holding such offices.
Section 5. The President. The President shall be the Chief Operating Officer of the Corporation and, subject to the control of the Board of Directors, shall perform all duties customary to that office, and shall supervise and control all of the affairs of the Corporation in accordance with any policies and directives approved by the Board of Directors.
Section 6. The Vice-President/President-Elect. In the absence or disability of the President, the Vice-President/President-Elect shall perform the duties and exercise the power of the President. The Vice President/President-Elect shall also assist the President and perform such other duties and have such other powers as are prescribed in the Bylaws, and as from time to time may be prescribed by the Board of Directors.
Section 7. The Secretary. The Secretary shall be responsible for keeping an accurate record of the proceedings of all meetings of the Executive Committee, the Board of Directors, Membership and such other actions of the Corporation as the Board of Directors shall direct. The Secretary shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and, in general, perform all duties customary to the office of Secretary. The Secretary shall have custody of the Corporate seal of the Corporation and shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by the Secretary's signature. The Board of Directors may give authority to any officer to affix the seal of the Corporation and to attest the affixing by his or her signature.
Section 8. The Treasurer.
(a) The Treasurer shall perform all duties customary to that office, shall have the custody of, and be responsible for, all Corporate funds and securities, and shall keep full and accurate accounts of receipts and disbursements in the books of the Corporation. The Treasurer shall deposit or cause to be deposited all monies or other valuable effects in the name of the Corporation in such depositories as shall be selected by the Board of Directors.
(b) The Treasurer shall disburse the funds of the Corporation as may be ordered by the
Board of Directors, or its delegates, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.
Section 9. The Member-at-Large
The Member-at-Large shall represent all members of the Corporation not affiliated with a formal chapter.
Section 10. The Chapter Representatives
The Chapter Representatives shall regionally represent the chapters of the Corporation.
Article VIII
Miscellaneous Provisions
Section 1. Seal. The seal of the Corporation shall be circular in form and shall have inscribed thereon the words: "REFORMA, National Association to Promote Library and Information Services to Latinos and the Spanish Speaking," "District of Columbia, " and "Corporate Seal. "
Section 2. Checks. All checks, drafts, or other orders for the payment of money shall be signed by such Officer or Officers or such other person or persons as the Board of Directors may from time to time designate.
Section 3. Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.
Article IX
Amendments
These Bylaws may be altered, amended, or repealed, or new Bylaws may be adopted, at any meeting of the Board of Directors by a vote of a majority of the Directors in office, if at least ten (10) days written notice is given of the intention to take such action at such meeting.
December 18, 2001 from revisions at ALA Midwinter Meetings
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