ARTICLE ONE. MEMBERSHIP

Section One. Membership. Membership shall be open to law school libraries in the Southeastern Chapter of the American Association of Law Libraries and to law school libraries located in the District of Columbia. Membership is institutional, however, the director of each law library shall represent that library as a member of this organization. Each director, or an alternate, shall be entitled to one vote.

Section Two. Qualifications. Eligibility for membership shall be determined according to Article Five of the Articles of Incorporation.

Section Three. Property Rights. No member shall have any right, title, or interest in any of the property or assets, including any earnings or investment income of this corporation, nor shall any of such property or assets be distributed to any member on the dissolution or winding up thereof, except as may be authorized under Article Ten of the Articles of Incorporation.

Section Four. Liability of Members. No member of this corporation shall be individually liable for any of its debts, liabilities, or obligations, nor shall any member be subject to any assessment.

Section Five. Initial Members. The initial members of this corporation are:

Emory University Law Library
University of Miami Law Library
University of South Carolina Coleman Karesh Law Library
University of Tennessee Law Library
University of Virginia Law Library

Section One. Annual Dues. The Board of Directors may determine from time to time the amount of annual dues payable to the corporation by members.

Section Two. Payment of Dues. Dues shall be payable in advance on the first day of January in each year.

Section Three. Default and Termination of Membership. When any member shall be in default in the payment of dues for a period of six months from the beginning of the period in which such dues become payable, membership may thereupon be terminated by the Board of Directors.

Section One. Annual Meeting. An annual meeting of members shall be held during the Spring at the Annual Meeting of the Southeastern Chapter of the American Association of Law Libraries, or at such other times and places as the Board of Directors may from time to time by resolution designate.

Section Two. Special Meetings. Special meetings of members may be called by the Board of Directors, on their own motion, or at the instance of not less than one-fourth of such members as may be qualified to vote.

Section Three. Notice of Meetings. A notice stating the place, day, and hour of any meeting of members shall be mailed by the Secretary of the corporation to each member entitled to vote at such meeting, not less than thirty days prior to the date of such meeting; provided, however, that if all members shall meet at any time and place, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section Four. Informal Action by Members. Any action required or permitted to be taken at any meeting of members, may be taken without such meeting if a consent in writing, setting fourth the action to be taken, shall be signed by all members entitled to vote with respect thereto.

Section Five. Quorum. Members holding a majority of the total votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of those present may adjourn the meeting from time to time without further notice.

Section Six. Persons Eligible to Vote. At any meeting of members, or in any vote to be taken in any manner, the vote of a library may be cast by its director, or by another staff member of that library authorized in writing by the director to the Secretary.

ARTICLE FOUR. DIRECTORS

Section One. Number. The authorized number of directors of this corporation shall be eight. The Board of Directors shall consist of the four officers of the corporation as specified in Article Six of these by-laws, three at-large board members, and the immediate past chair.

Section Two. Eligibility. Any staff member of any member library shall be eligible to be a director. No more than one staff member of any member library shall serve as a director at any given time. Employment by a member library shall be a condition of continued service on the Board of Directors.

Section Three. Term of Office. The term of office of each director shall be two years. With the exception of the Treasurer, directors, including the officers, shall not serve consecutive terms in the same position. The term of office of a director shall commence with the conclusion of the annual meeting following the election of directors.

Section Four. Powers. Except as otherwise provided in the Articles of Incorporation, or by law, the powers of this corporation shall be exercised, its properties controlled, and its affairs conducted by the Board of Directors, which may, however, delegate the performance of any duties or the exercise of any powers to such officers and agents as the Board may from time to time, by resolution, designate.

Section Five. Replacement of Directors. (a) Whenever a vacancy exists on the Board of Directors, whether by death, resignation, or otherwise, the vacancy shall be filled by a majority of the remaining directors. Any person appointed to fill the vacancy of a director shall have the same qualifications as were required of the director whose office was vacated, and shall hold office for the unexpired term of the predecessor in office, subject to the power of removal contained herein.

(b) Any director may be removed whenever, in the judgment of and by the vote of two-thirds of the members of the Board of Directors, the interests of the corporation would be thereby best served. A director shall be removed when the person ceases to be employed by a member library.

Section Six. Compensation. No member of the Board of Directors shall receive any compensation from the corporation.

Section Seven. Meetings. (a) Meetings of the Board of Directors shall be held during the Spring at the Annual Meeting of the Southeastern Chapter of the American Association of Law Libraries, and at such other times and places as the Board may from time to time by resolution designate.

(b) A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; provided, however, that if less than a majority of the directors are present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

(c) Except as may otherwise be provided in these bylaws, or in the Articles of Incorporation of this corporation, or by law, the act of a majority of directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

Section Eight. Action Without Meeting. No meeting need be held by the Board to take any action required or permitted to be taken by law, provided all members of the Board shall individually or collectively consent in writing to such action, and such written consent or consents is filed with the minutes of the proceedings of the Board. Action by written consent shall have the same force and effect as action by unanimous vote of the directors.

Section Nine. Liability of Directors. The directors of this corporation shall not be personally liable for its debts, liabilities, or other obligations.

Section One. Nominations Committee. There shall be a Nominations Committee comprised of three persons appointed by the Board of Directors. Any staff member of any member library shall be eligible to be a member of this Committee, except that no Committee member shall be a member of the Board of Directors, and no Committee member shall be a candidate for office at the succeeding election. Each member of the Committee shall serve for a one-year term. The Board of Directors shall designate one of the Committee members as Chair of the Committee.

Section Two. Elections. Names of candidates for the Board of Directors shall be presented by the Nominations Committee to the Secretary of the corporation no later than 60 days prior to the Annual Meeting. Further nominations may be made upon written petition of twenty per cent of the members of the corporation. Such petitions shall be presented to the Secretary no later than 50 days prior to the Annual Meeting. The Secretary shall prepare an official ballot, including nominations by petition. The Secretary shall mail or email a copy of the ballot to each member of the corporation no less than 30 days prior to the Annual Meeting. Ballots shall be returned to the Secretary no later than 10 days prior to the Annual Meeting. The candidates receiving the largest number of votes shall be declared elected and the election results will be reported at the next annual meeting. In case of a tie vote, the successful candidate shall be selected by lot conducted by the Secretary.

Section One. Designation of Officers. The officers of the corporation shall be a Chair, Vice-Chair/Chair Elect, a Secretary, and a Treasurer.

Section Two. Chair. The Chair shall be the chief executive officer of the corporation, and shall exercise general supervision and control over all activities of the corporation. The Chair shall preside at all meetings of members and of directors. The Chair may sign, when authorized by the Board of Directors, documents that may legally bind the corporation, except in cases where the signing and execution thereof shall have been expressly delegated by the Board of Directors, by these bylaws, or by law to some other officer or agent of the corporation; and in general the Chair shall perform all duties incident to the office of Chair and such other duties as may be assigned by the Board of Directors.

Section Three. Vice-Chair/Chair Elect. In the absence of the Chair, or in the event of the Chair's inability or refusal to act, the Vice-Chair/Chair Elect shall perform the duties of the Chair, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chair. The Vice-Chair/Chair Elect shall perform such additional duties as may from time to time be assigned by the Chair or by the Board of Directors. The Vice-Chair/Chair Elect shall automatically become Chair at the end of his or her two year term.

Section Four. Secretary. The Secretary shall keep the minutes of meetings of members and of the Board of Directors; see that all notices are duly given, and all elections are conducted, in accordance with these bylaws or as required by law; be custodian of the corporate records; keep a membership list containing the names and addresses of all members and directors of the corporation; exhibit to any director of the corporation or to any person or agency authorized by law to inspect them, at all reasonable times and on demand, these bylaws, the Articles of Incorporation, the membership list, the minutes of any meeting, and the other records of the corporation; and in general perform all duties incident to the office of Secretary and such other duties as may from time to time be assigned by the Chair or by the Board of Directors.

Section Five. Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds of the corporation; receive and give receipts for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks or other financial institutions as shall be selected by the Board of Directors; and in general perform all duties incident to the office of Treasurer, and such other duties as may from time to time be assigned by the Chair or by the Board of Directors.

Section One. Contracts. The Board of Directors may, by resolution duly adopted, authorize any officer or agent of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general, or confined to specific instances.

Section Two. Gifts and Contributions. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise of any property whatsoever, for the general and special charitable and educational purposes of the corporation.

Section Three. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks or other financial institutions as the Board of Directors may select.

Section Four. Checks. Drafts. Orders for Payment. All checks, drafts, or orders for payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as the Board of Directors shall from time to time by resolution determine.

Section One. Books and Records. The corporation shall prepare and maintain correct and complete books and records of account and shall also keep minutes of the meetings of its members and Board of Directors, and shall keep at the registered or principal office a membership list giving the names and addresses of members entitled to vote. All books and records of the corporation may be inspected by any director or member, or the agent or attorney of either, or any proper person, at any reasonable time.

Section One. Amendments. The bylaws of the corporation may be amended, repealed, or added to, or new bylaws may be adopted by the vote or written assent of a majority of the members entitled to vote or by the vote of a majority of a quorum at a meeting duly called for the purpose according to the Articles of Incorporation or bylaws. The Secretary shall submit amendments in writing to the membership at least 30 days prior to the Annual Meeting.

Amended and Adopted 4/10/92
Amended 3/25/94
Amended 4/07/95
Amended 3/15/2004