Reforma National Bylaws

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BYLAWS  1
OF  2
REFORMA  3
NATIONAL ASSOCIATION TO PROMOTE LIBRARY AND INFORMATION  4
SERVICES TO LATINOS AND THE SPANISH-SPEAKING  5
6
Adopted by the July 1986-June 1987 Board of Directors  7
Revisions made ALA Midwinter 2001 Board of Directors Meeting II  8
Revisions made ALA 2002 Board of Directors Meeting II  9
Revisions made ALA Midwinter 2003 Board of Directors Meeting II  10
Revisions made RNCIII 2008 Board of Directors Meeting  11
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Article I  13
Name  14
15
The name of the Corporation is REFORMA, National Association to Promote Library and  16
Information Services to Latinos and the Spanish Speaking ("the Corporation").  17
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Article II  19
Purposes of the Corporation  20
21
The Corporation is organized to operate exclusively for educational and charitable purposes  22
(within the meaning of Section 501(c)(3) and Section 170(c)(2) of the Internal Revenue Code of  23
1986). In particular, the purposes of the Corporation are to: (i) unite Hispanic librarians and all  24
other librarians interested in working with the Spanish speaking, (ii) promote and conduct  25
research and studies concerning educational materials and library programs available to serve the  26
Spanish speaking, (iii) promote the development of Spanish-language and Hispanic oriented  27
library collections, (iv) collect and disseminateinformation about and for the benefit of the  28
Spanish speaking, (v) help recruit prospective bilingual and bicultural librarians, including  29
providing scholarship aid for students, the criteria for such scholarships to be determined by a  30
Committee designated by the Board of Directors, and (vi) engage in all other educational and  31
charitable activities permitted by law.  32
33
Article III  34
Offices and Registered Agent  35
36
Section 1. Offices.  37
The Corporation shall continuously maintain, in the District of Columbia, a registered office at  38
such place as may be designated by the Board of Directors. The principal office of the  39
Corporation and such other offices as it may establish shall be located at such place(s), either  40
within or without the District of Columbia, as may be designated by the Board of Directors.  41
42
Section 2. Agent.  43
The Corporation shall continuously maintain, within the District of Columbia, a registered agent,  44
who shall be designated by the Board of Directors.  45
46
Section 3. Changes.  47
Any change in the registered office or registered agent of the Corporation shall be accomplished  48
in compliance with the District of Columbia Non-profit Corporation Act.  49
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Article IV  52
Members  53
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54
Any individual, partnership, or corporation shall be eligible to apply for membership. All  55
members in good standing have the right to vote for officers, dues, or matters presented for  56
approval to the membership. Only members who are individuals in good standing are eligible to  57
be elected or appointed as Officers of the Corporation.  58
59
Article V  60
Board of Directors  61
62
Section 1. Corporation.  63
The property, affairs, business, and concerns of the Corporation shall be managed by a Board of  64
Directors (BOD).  65
66
Section 2. Directors.  67
The Board of Directors shall be comprised of the Executive Committee, the Chairs of Standing  68
Committees, the Chapter Presidents, and any other person/office designated by the Board. The  69
Secretary of the Corporation will maintain an official list of Board membership within the  70
Corporation’s Manual of Operation.  71
(a) Executive Committee consists of electedofficers as defined in Article VI.  72
(b) Chairs of Standing Committees represent the standing committees of the Corporation as  73
defined by the Board.  74
(c) Chapter Presidents represent each chapter of REFORMA.  75
76
Section 3. Removal of Directors.  77
Any one or more of the Directors may be removed either with or without cause, at any time, by a  78
majority of the members of the Board present at any meeting of the Directors, provided there is a  79
majority of the entire Board present at the meeting of Directors at which such action is taken.  80
81
Section 4.Quorum.  82
A majority (50% + 1) of the Executive Committee shall be necessary to constitute a quorum for  83
the transaction of business at Board or Executive Committee meetings. Except as otherwise  84
provided, the vote of the majority of the Directors present at a meeting at which aquorum is  85
present shall be the act of the Board.  86
87
Section 5.Action by Consent.  88
Any action required or permitted to be taken by the Board or any committee thereof may be taken  89
without a meeting if all members of the Board orthe committee consent in writing to the adoption  90
of a resolution authorizing the action. The resolution and the written consents thereto by the  91
members of the Board or committee shall be filed with the minutes of the proceedings of the  92
Board or committee.  93
94
Section 6.Meetings of the Board.  95
Meetings of the Board may be held within or without the District of Columbia. The means for  96
holding meetings of the Board shall be fixed by the Board.  97
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99
Section 7. Notice of Meetings.  100
Notice of all meetings shall be served personally upon or mailed to the usual address (post or  101
electronic) of each Director not less than ten (10) days prior to the meeting. Notice of a meeting  102
need not be given to any Director who submits a signed waiver of notice whether before or after  103
the meeting, or who attends the meeting without protesting, prior thereto or at its commencement,  104
the lack of notice to him or her.  105
106
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Section 8. Duty of Directors and Officers.  107
(a) Directors and Officers discharge the duties of their respective positions in good faith and  108
with that degree of diligence, care, and skill which ordinarily prudent persons would exercise  109
under similar circumstances in like positions.  110
(b) In discharging their duties, Directors and Officers, when acting in good faith, may rely upon  111
financial statements of the Corporation represented to them to be correct by the President or the  112
Officer of the Corporation having charge of its books of account, or stated in a written report by  113
an independent public or certified public accountant or firm of such accountants, fairly to reflect  114
the financial condition of such Corporation.  115
116
Section 9.Resignation.  117
Any member of the Board of Directors may resign by tendering a resignation in writing to the  118
Secretary. Such resignation shall be effective upon receipt by the Secretary.  119
120
Article VI  121
Executive Committee  122
123
The President, Vice-President/President-Elect, Secretary, Treasurer, Member-At-Large,  124
Immediate Past President, and Chapter Representatives shall constitute the Executive Committee  125
of the Board of Directors. Except as otherwise required by law or these Bylaws, the Executive  126
Committee shall have such authority as the Board of Directors shall grant to it for the  127
management of the Corporation, including power to authorize the seal of the Corporation to be  128
affixed to all papers which may require it. The Executive Committee shall report its actions to  129
the Board of Directors when required.  130
131
Article VII  132
Officers  133
134
Section 1. Election.  135
The Officers of the Corporation shall beelected by the membership and shall be a President, a  136
Vice President/President-Elect, a Secretary, a Treasurer, a Member-At-Large, and Chapter  137
Representatives. The outgoing President shall serve as Immediate Past President.  138
139
Section 2.Terms of Office.  140
All of the Officers of the Corporation shall hold their offices for the duration of their terms or  141
until their successors are chosen and qualified:  142
•  President – one year (then automatically serves as Immediate Past President for the  143
following year);  144
•  President-Elect – one year (then automatically serves as President for the following year);  145
•  Secretary – two years;  146
•  Treasurer – two years;  147
•  Member-At-Large – two years;  148
•  Chapter Representatives – two years, staggered.  149
150
Officers may succeed themselves in office for an unlimited number of terms. Any Officer of the  151
Corporation may be removed at any time by a majority of the Directors in office. Any vacancy  152
occurring in any office of the Corporation may be filled by the President. In the event of a  153
vacancy in the office of the President, the Vice-President/President-Elect shall serve as President  154
through the current term. If neither the President nor the Vice-President/President-Elect is able to  155
serve, the Executive Committee shall appoint an Acting President and submit a recommendation  156
to the Board of Directors for approval.  157
158
Section 3.Authority.  159
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The President, Vice-President/President-Elect, Secretary, Treasurer or other persons may be  160
authorized by the Board of Directors, to individually enter into and execute on behalf of the  161
Corporation contracts, leases, debt obligations and all other forms of agreements or instruments,  162
whether under seal or otherwise, permitted by law, the Articles of Incorporation and these  163
Bylaws; except where such documents are required by law to be otherwise signed and executed,  164
or where the signing and execution thereof shall be exclusively delegated to some other Officer or  165
agent of the Corporation.  166
167
Section 4. Duties.  168
The duties and powers of the Officers of the Corporation shall be as provided in these Bylaws, or  169
as provided pursuant to these Bylaws or (except to the extent they are inconsistent with these  170
Bylaws or with any provision made pursuant hereto) shall be those customarily exercised by  171
corporate officers holding such offices.  172
173
Section 5. The President.  174
The President shall be the Chief Operating Officer of the Corporation and, subject to the control  175
of the Board of Directors, shall perform all duties customary to that office, and shall supervise  176
and control all of the affairs of the Corporation in accordance with any policies and directives  177
approved by the Board of Directors.  178
179
Section 6.The Vice-President/President-Elect.  180
In the absence or disability of the President, the Vice-President/President-Elect shall perform the  181
duties and exercise the power of the President. The Vice President/ President-Elect shall also  182
assist the President and perform such other duties and have such other powers as are prescribed in  183
the Bylaws, and as from time to time may be prescribed by the Board of Directors.  184
185
Section 7. The Secretary.  186
The Secretary shall be responsible for keeping an accurate record of the proceedings of all  187
meetings of the Executive Committee, the Board of Directors, Membership and such other  188
actions of the Corporation, as the Board of Directors shall direct. The Secretary shall give or  189
cause to be given all notices in accordance with these Bylaws or as required by law, and, in  190
general, perform all duties customary to the office of Secretary. The Secretary shall have custody  191
of the Corporate seal of the Corporation and shall have authority to affix the same to any  192
instrument requiring it and, when so affixed, it may be attested by the Secretary's signature. The  193
Board of Directors may give authority to any officer to affix the seal of the Corporation and to  194
attest the affixing by his or her signature.  195
196
Section 8.The Treasurer.  197
(a) The Treasurer shall perform all duties customary to that office, shall have the custody of, and  198
be responsible for, all Corporate funds and securities, and shall keep full and accurate accounts of  199
receipts and disbursements in the books of the Corporation. The Treasurer shall deposit or cause  200
to be deposited all monies or other valuable effects in the name of the Corporation in such  201
depositories as shall be selected by the Board of Directors.  202
(b) The Treasurer shall disburse the funds of the Corporation as may be ordered by the  203
Board of Directors, or its delegates, taking proper vouchers for such disbursements, and shall  204
render to the President and the Board of Directors at its regular meetings or when the Board of  205
Directors so requires, an account of all his or her transactions as Treasurer and of the financial  206
condition of the Corporation.  207
208
Section 9. The Member-At-Large.  209
The Member-at-Large shall represent all members ofthe Corporation not affiliated with a formal  210
chapter.  211
212
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Section 10. The Chapter Representatives.  213
The Chapter Representatives shall represent the chapters of the Corporation.  214
215
Section 11. The Immediate Past President.  216
The Immediate Past President shall serve as chair of the Finance Committee and serves on the  217
Nominating Committee. Assists the President in a smooth transition of office.  218
219
Article VIII  220
Miscellaneous Provisions  221
222
Section 1. Seal.  223
The seal of the Corporation shall be circular in form and shall have inscribed thereon the words:  224
"REFORMA, National Association to Promote Library and Information Services to Latinos and  225
the Spanish Speaking," "District of Columbia, " and "Corporate Seal. "  226
227
Section 2.  228
Checks.  229
All checks, drafts, or other orders for the payment of money shall be signed by such Officer or  230
Officers or such other person or persons as the Board of Directors may from time to time  231
designate.  232
233
Section 3. Fiscal Year.  234
The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.  235
236
Article IX  237
Amendments  238
239
These Bylaws may be altered, amended, or repealed, or new Bylaws may be adopted, at any  240
meeting of the Board of Directors by a vote of a majority of the Directors in office, if at least ten  241
(10) days written notice is given of the intention to take such action at such meeting.  242
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January 7, 2001 from revisions approved at ALA Midwinter Meetings  246
June 17, 2002 from revisions approved at ALA Annual Meetings  247
March 26, 2003 approved by electronic vote from revisions at ALA Midwinter Meetings  248
September 19, 2008 approved at RNCIII  249