As amended November 16, 2005
- Article I - Name and Purposes
- Article II - Members
- Article III - Steering Committee
- Article IV - Officers of the Consortium
- Article V - Contracts and Transactions
- Article VI - Amendments of the By-Laws
- Article VII - Rules of Order
Name and Purposes
Section 1.01. Name.
The name of the consortium is Iowa Private Academic Library Consortium (hereinafter referred to as IPAL).
Section 1.02. Purposes.
The IPAL is formed for the purposes of: facilitating the sharing of information resources among the private academic libraries of Iowa; enhancing the availability of information resources to the academic community of Iowa; encouraging the private academic libraries of Iowa to institute such cost effective practices and procedures as may be made possible through state-wide interlibrary cooperation; enabling private academic libraries of Iowa to interact with state, regional, and national electronic bibliographic communications systems; and encouraging increased state and federal support of private academic libraries.
Section 2.01. Qualifications.
Members of the Consortium ordinarily shall be private two- or four-year colleges or universities in Iowa which are accredited or are candidates for accreditation by the North Central Association of Colleges and Secondary Schools. Membership is by institution.
Section 2.02. Membership Rights and Interest.
A Member of the Consortium shall be entitled to one vote on all matters of business brought before the Consortium. They are also entitled to receive annual reports and other communications, publications, and services from the Consortium, as deemed appropriate by the steering committee and to receive notice of and to attend all meetings of the Consortium and of the steering committee. Representatives of the member libraries may participate on any standing or temporary committee appointed by the steering committee.
Section 2.03. Assignment of Voting Privilege.
Each Member will announce to the Chairperson of the Consortium by April 30 of each year the official voting representative for his institution for the following fiscal (June 1 -- May 31) year. Only this representative or another individual holding the official representative’s proxy may vote at meetings of the Consortium.
Section 2.04. Dues.
Assessments and Contributions. The steering committee may from time to time levy dues or assessments, or both upon the Members, or may require the making of contributions by Members to the Consortium as a condition to becoming or (on a periodic basis) as a condition to continuing as a Member, but no Member shall be legally obligated to pay dues or assessments or to make contributions until such obligation has been approved by a two-thirds majority of the Members. The method of collection may be fixed by the steering committee which in the case of non-payment may provide for the denial of voting rights or the cancellation of membership, upon thirty days written notice, and for reinstatement thereof upon proper circumstances.
Section 2.05. Requirement of Approval of Members.
The Consortium shall not liquidate, dissolve, sell all or substantially all of its assets, merge, consolidate, or amend its articles without the approval of the two-thirds majority of the Members.
Section 2.06. Meetings Notices Quorum.
(a) An annual meeting of the Members, shall be held on such a day and at such a time and place as shall be designated by the steering committee,
(b) Special meetings of the Members may be called at any time by the chairperson, by the steering committee of the Consortium, or by a majority of the Members,
(c) Written notice of each meeting of the Consortium shall be given to each Member at least 10 days prior to the meeting. Such notices shall specify the place, day, and hour of the meeting and the general nature of the business to be transacted,
(d) A quorum for the transaction of business at any meeting of the Members shall consist of a majority of all Members of the Consortium.
Section 2.07. Election of New Members.
New Members shall be elected by the affirmative vote of the majority of the current membership.
Section 3.01. Number, Selection and Term of Office.
The Consortium will be guided by a steering committee consisting of one representative from each of four Members elected to two-year terms plus the chairperson of the Consortium, the vice-chairperson and the secretary-treasurer and the past-chairperson. Two members of the committee will be elected each year. Elections will take place at the annual meeting. Nominations will be made from the floor. The prior consent of the nominee is required. No Member shall have more than one representative on the steering committee at one time. The chairperson of the Consortium will serve as the chairperson of the steering committee, and may not otherwise be elected to the steering committee. The members of the steering committee may be re-elected.
Section 3.02. Authority.
The affairs of the Consortium shall be managed by the steering committee. The steering committee will be responsible for making recommendations to the membership on matters concerning organization, operation, and priorities of the Consortium.
Section 3.03. Regular Meetings.
Regular meetings of the steering committee shall be held at such time and place as shall be designated by the chairperson of the Consortium.
Section 3.04. Special Meetings.
Special meetings of the steering committee may be called at any time by the chairperson of the Consortium, or by a majority of the members of the steering committee.
Section 3.05. Notice of Meetings.
No notice of regular meetings of the steering committee shall be required either as to time, place, or purpose of such meetings, except that whenever the time or place of a regular meeting shall be initially fixed or changed, notice of such action shall be given promptly to each steering committee member not participating in such action. Written notice of special meetings of the steering committee stating the time, place and the nature of the business to be transacted shall be given at least ten days prior to the meetings.
Section 3.06. Quorum. At any meeting of the steering committee the presence of five members of the steering committee shall be necessary and sufficient to constitute a quorum for the transaction of business. Resolutions of the steering committee shall be adopted and any action of the steering committee members shall be taken and be valid, with the affirmative vote of a majority of the members of the steering committee present at a meeting at which a quorum-i-s present, except as otherwise provided herein.
Section 3.07. Committees.
Standing and temporary committees may be established by the steering committee. Members of such committees shall be appointed by the chairperson and shall consist of representatives of the Members of the Consortium. Standing and temporary committees may utilize at their discretion whatever expertise may be necessary in an advisory capacity to assist them in the discharge of their responsibilities. All standing and temporary committees shall keep such records of the transactions of their meetings as the steering committee shall direct and shall report all actions to the steering committee at its meeting next following such action. Any action taken by any such committee shall be subject to confirmation, alteration, or revocation by the steering committee.
Section 3.08. Resignations.
Any member of the steering committee may resign by submitting to the chairperson his/her resignation, which need not be accepted to be effective. A resignation shall be effective immediately upon receipt unless otherwise specified therein.
Section 3.09. Vacancies.
If any person elected as a member of the steering committee shall cease for any reason to serve as a member of the steering committee prior to the expiration of his/her term of office, the chairperson of the Consortium shall appoint another eligible person to fill such vacancy until his/her successor shall be elected at the next meeting of the Members of the Consortium as provided in these by-laws.
Officers of the Consortium
Section 4.01. Designation and Election.
The Members shall elect the officers of the Consortium which shall consist of a chairperson, a vice-chairperson, and a secretary-treasurer and such other officers and assistant officers as may from time to time be determined by the membership. The officers shall be elected from representatives of the membership at the annual meeting, and shall serve for a term of one year effective upon the conclusion of the annual business meeting. A nominating committee appointed by the steering committee shall submit a slate of nominees to the membership. The list of those nominated for officers shall be made known to the membership at least two weeks prior to the annual meeting of the Members. The officers of the Consortium may be re-elected. The Members by a two-thirds majority shall have the right at any time to remove any one or more of the officers with or without cause.
Section 4.02. Chairperson.
The chairperson shall announce and preside at all meetings of the membership and of the steering committee. The chairperson shall have such further powers and duties as the membership may from time to time prescribe.
Section 4.03. Vice-Chairperson.
The vice-chairperson shall assist the chairperson in the performance of his/her duties and shall have and exercise such powers and duties as shall be conferred upon him/her from time to time by the membership. In the event of the absence, resignation, incapacity, or removal of the chairperson, the vice-chairperson shall have and exercise all the powers and duties of the chairperson.
Section 4.04. Secretary-Treasurer.
(a) The secretary-treasurer shall exercise such powers and duties as shall be conferred upon him/her from time to time by the membership.
(b) Subject to any contrary lawful delegation of responsibility which the membership may make at any time and from time to time, it shall be the duty of the secretary-treasurer (1) to see that the lists, books, reports, statements, tax returns, certificates, and other documents and records required by law are properly prepared, kept, and filed; (2) to keep or cause to be kept at the registered office of the Consortium a membership book, containing the name and address of each Member, and a copy of these by-laws; (3) to keep or cause to be kept at the registered office of the Consortium an original or duplicate record of the proceedings of the Members, of the steering committee, and of any committees appointed by the steering committee; and (4) to perform all duties incident to the office of secretary-treasurer and such other duties as may from time to time be prescribed by the steering committee.
Contracts and Transactions
Section 5.01. Loans, Property.
Loans and guarantees shall be contracted on behalf of the Consortium only if authorized by a two-thirds majority of the Members. The purchase, sale and lease of property shall require the approval of a two-thirds majority of the membership.
Section 5.02. Signatures on Notes, Checks, etc. All properly authorized notes, drafts, acceptances, checks, endorsements, guarantees, and all evidences of indebtedness of the Consortium whatsoever, shall be signed by such one or more officers of the Consortium and subject to such requirements as to counter signatures or other conditions as the steering committee from time to time specifically may designate.
Section 5.03. Memberships in Organizations.
The steering committee shall have the right to enter into membership agreements with other organizations or cooperative endeavors as are deemed worthwhile and beneficial to the activities and purposes of the Consortium, by resolution of the steering committee at any meeting of the steering committee. The official representative of the Consortium to any such organization shall be the chairperson of the Consortium.
Amendment of By-Laws
Section 6.01, Amendments.
These by-laws may be altered, amended, and repealed, and new by-laws may be adopted, by resolutions, by a two-thirds majority of all Members. Such alterations, amendments, or repeals may only be adopted at a regular or special meeting of the Consortium.
Rules of Order
Section 7.01. Rules of Order.
All meetings of the Consortium, its steering committee, and its standing or temporary committees will be conducted according to the latest edition of Robert’s Rules of Order.