ARTICLE I: NAME

The name of the organization shall be the Greater Western Library Alliance, Inc.

ARTICLE II: PURPOSE

Introduction: The role of research libraries is to acquire, provide access to, and safeguard the ever-expanding body of worldwide scientific, literary, and educational information and knowledge which actively supports students, faculty, and others in learning, teaching, and research. Today, no library alone can meet the total information needs of its user community. Consequently, there is an increasing need to collaborate with other libraries in order to efficiently manage, allocate, and distribute resources.

Mission: The Greater Western Library Alliance delivers cost-effective and high-quality information services and resources to its member institutions and their clientele. The Alliance is a full partner and dynamic leader in the national and international scholarly arenas of learning and research. It relies on the highly skilled staffs of its member libraries to capitalize on new technologies, to forge effective and meaningful partnerships, and to promote innovation and excellence.

Goals and Objectives: The Corporation is a regional consortium of research level libraries located in the Central and Western United States which provides leadership in programs related to:

• Interlibrary loan and document delivery
• Shared electronic resources
• Cooperative collection development
• Digital libraries and new information technologies
• Staff development and continuing education
• Scholarly communication
• Preservation and conservation

Purpose: The Corporation is organized exclusively for educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code (or by the corresponding provision of any future United States Revenue Law) to promote the progress and advancement of research libraries.

ARTICLE III: MEMBERSHIP

Current Members: The Corporation is composed of the libraries of selected research universities in the Midwest and Western United States, plus other research libraries that share common interests. The official roster of members of the Corporation is maintained on the organization's website.

Membership Requirements:

1. All member libraries listed above are considered to be full members in good standing upon adoption of these Bylaws.


2. Potential new members must be research libraries that meet at least two of the following criteria:
   • Holds membership in the Association of Research Libraries (ARL);
   • Belongs to a university that has been classified "RU/VH: Research Universities (very high research activity)" or "RU/H: Research Universities (high research activity)" by the Carnegie Foundation for the Advancement of Teaching;
   • Belongs to a university that has been classified as an "1862" type land-grant institution;
   • Possesses other unique and extraordinary qualifications as part of a research facility or with its own specific research mission.
   • Adds to the breadth and depth of library resources available to GWLA members.

3. No library will be eligible for membership if admission of the library as a member would jeopardize the Corporation's tax-exempt status
4. New member applications will be reviewed initially by two members of the Board of Directors and the Executive Director. This group will visit the applicant library (at the applicant's expense) and then submit a recommendation for membership to the Board. Applications approved by the Board of Directors will be sent to the full membership for a final vote as soon as possible after the Board's recommendation. A three-fourth's majority vote of the full membership will be required for admission of any new member.
5. Any member may, at its discretion, withdraw from the Corporation at any time. Membership withdrawal will become effective 180 days after written notice is sent to the current Chair. Membership dues for a withdrawing member shall not be refundable to that member.

ARTICLE IV: GOVERNANCE AND ORGANIZATION

Board of Directors: The property and business of the Corporation will be controlled and managed by a Board of Directors consisting of three rotating directors (Chair, Vice-Chair/Chair-Elect, and immediate Past Chair), three directors-at-large, and the Executive Director (ex officio). Additionally, other members may be appointed to serve ex officio as well. The respective terms of office of all elected members of the Board of Directors will coincide with the Corporation's fiscal year.

• Rotating Directors
  • Chair - The Chair will serve a one-year term of office. Working with the Executive Director, the Chair will organize, establish agendas, and lead meetings of the Corporation and of the Board of Directors. Additionally, the Chair will supervise the activities of the Executive Director.
  
  
  • Vice-Chair - The Vice-Chair will serve a one-year term of office. The Vice-Chair will be responsible for planning, in conjunction with the Chair and the Executive Director, the fall membership meeting.
  
  
  • Past Chair - The immediate Past Chair will serve a one-year of office. The Chair shall assume the position of Past Chair upon the conclusion of his/her term of office as Chair.
  
  
  • Voting: All rotating directors shall be full voting members of the Board of Directors.
  
  
  • Election of Rotating Directors: Rotating Directors shall serve consecutive terms as Vice-Chair/Chair-Elect, Chair, and Past Chair after election to the office of Vice-Chair. A new Vice-Chair shall be elected annually by the membership of the Corporation. A nominating committee, comprised of the Past Chair and two members appointed by the Board of Directors, shall recommend one nominee, who as agreed to serve the full three-year term as Vice-Chair, Chair, and Past Chair. Ballots shall be mailed to members sixty (60) days prior to the fall membership meeting. Write-in votes shall be accepted and counted. The Executive Director shall be responsible for recording the votes and reporting the results to the Board of Directors and then to the membership. The new Vice-Chair shall assume office at the beginning of the next fiscal year following the election. In the event that the elected member is unable to complete his/her term of office, the Chair shall appoint a new nominating committee and a special election shall be held as soon as possible.
  
  
  
• Directors-at-Large
  • Three directors-at-large will be elected to serve on the Board of Directors for a term of two years, beginning at the next fiscal year.
  
  
  • Voting: The directors-at-large shall be full voting members of the Board of Directors.
  
  
  • Election of Directors-At-Large: Directors-at-large shall be elected by the membership of the Corporation. The term of office for each director-at-large shall be two years, and the terms of office shall be staggered so that both directors do not leave office at the same time. A nominating committee, comprised of the Past Chair and two members appointed by the Board of Directors, shall recommend one nominee per at-large seat, who has agreed to serve the full two-year term. Ballots shall be mailed to members sixty days prior to the annual membership meeting. Write-in votes shall be accepted and counted. The Executive Director shall be responsible for recording the votes and reporting the results to the Board of Directors. In the event any director-at-large becomes unable to complete his/her term as a Director, the Chair shall appoint a new nominating committee and a special election shall be held as soon as possible.

• Ex Officio
  
  
  • A primary fiscal agent, responsible for collecting membership dues and other revenue and for disbursing funds of the Corporation, will be an ex officio member of the Board of Directors, with voting privileges. Only one member library will serve as primary fiscal agent and will be appointed by the Board of Directors. Other member libraries may be appointed by the Board of Directors to serve as payroll agents for Corporation staff, but those members will not serve on the Board.
  
  
  • The Chair of the Planning & Organization Committee, which oversees strategic planning and oversees general organization structure and management of the Corporation, will be an ex officio member of the Board of Directors, with voting privileges. The chair of the committee will be appointed by the Board of Directors for a term of two years.

• Executive Director - The Executive Director serves on the Board of Directors as its secretary, ex officio, and works with the Chair in scheduling and planning meetings of the Board of Directors and the Corporation. The Executive Director serves as the chief operating officer of the Corporation and reports to the Chair. The Executive Director is responsible for implementing policies, programs and initiatives established by the Board of Directors and the full membership and directing the daily operations of the Corporation. Additionally, the Executive Director acts as the primary spokesperson for the Corporation at local, state, regional, and national events. The Executive Director shall be appointed by the Board of Directors and evaluation of the Executive Director's performance will be conducted annually by the Board of Directors.

Member Representation: Each member library will have one official representative to the Corporation. The official representative, which will normally be the dean or director of the library, will have the right to designate a proxy representative to the Corporation on either a permanent or temporary basis.

Committees and Taskforces: The Board of Directors may establish such committees and taskforces (either standing or ad hoc) as may be necessary to accomplish the work of the Corporation. Such committees and taskforces may be composed of any staff member(s) of the member libraries or their parent institutions.

Financial Support: The Corporation will be funded by annual membership dues and from grant money, both public and private. The current dues structure will be reviewed annually by the membership at the fall business meeting. Dues will be collected from the member libraries prior to the beginning of each fiscal year.

Annual Budget: The Executive Director will prepare and submit an annual budget for approval by the Board of Directors.

Financial Reports: The Executive Director will prepare and submit to the Board of Directors a monthly report on the financial status of the Corporation.

Fiscal Year: The fiscal year of the Corporation will commence on January 1 and end on December 31.

Nonpayment of Dues: Failure to pay annual dues will be considered grounds for expulsion from the Corporation. A three-fourths vote of the membership is required for expulsion.

Finance Committee: A finance committee will be responsible for financial management of the Corporation. The finance committee will include the Executive Director and all fiscal agents of the Corporations designated by the Board of Directors, including members that serve as payroll agents for Corporation staff. The Past Chair of the Board of Directors will serve as chair of the finance committee. Additionally, one at-large Director will be appointed by the Vice-Chair to serve a two-year term on the finance committee, beginning at the fall Board of Directors meeting. If the at-large Director's term of office ends prior to his/her appointment to the finance committee, that member will remain on the committee until the end of the two-year appointment.

Membership Meetings

• Annual Business Meeting: The annual business meeting of the membership of the Corporation will be held in October of each year. This meeting will be hosted by the member library whose director is scheduled to become the next Chair of the Board of Directors. The purpose of this meeting will be to review program initiatives, review the strategic plan, and approve a budget for the upcoming fiscal year. Other agenda items may be added by the Chair and the Executive Director as necessary.
• Other Regular Meetings: The membership of the Corporation will hold at least one other regular meeting during the year. This meeting may be held in conjunction with a regular professional meeting such as the American Library Association (ALA) conference, the Association of Research Libraries (ARL) meeting, etc., or it may be held separately.
• Special Meetings: Special meetings of the membership of the Corporation may be called as needed, but only by a majority vote of the members.
• Voting: Each member will have one vote at Corporation meetings and on issues that may require a vote before the next scheduled meeting. Such votes may be taken by the Chair as required, and may be administered by written ballot, electronic mail, or telefacsimile.
• Action by Consent: Any action that may be taken upon a vote of the members may also be taken by unanimous written consent of the members.
• Quorum: For purposes of voting, a quorum will consist of a majority of the members.
• Parliamentary Authority: In all matters of parliamentary procedure not covered by the Bylaws of the Corporation, the latest edition of Roberts' Rules of Order will serve as the authority for all meetings. The Executive Director shall serve as parliamentarian.

Board of Directors Meetings

• Regular and Special Meetings: The Executive Director shall be responsible for scheduling and calling all regular and special meetings of the Board of Directors. Special meetings may also be called by any voting member of the Board of Directors. Notice of all meetings shall be provided to each director, including ex officio directors, at least 48 hours prior to the meeting. Notice may be provided in writing, by facsimile, by telephone, or by electronic mail.
• Telephone and Other Electronic Meetings: Members of the Board of Directors may participate in any meeting by means of conference telephone or other electronic communications, and participation in a meeting in this manner shall constitute presence in person at the meeting.
• Action by Consent: Any action that may be taken upon a vote of the Board of Directors may also be taken by unanimous written consent of the voting members of the Board of Directors.
• Quorum: For purposes of voting, a quorum will consist of a majority of the voting members of the Board of Directors.
• Conduct of Meetings: Meetings of the Board of Directors shall be presided over by the Chair or, in his or her absence, by the Past Chair. The Executive Director shall act as secretary of the meeting.

Amendments: These Bylaws may be amended by a three-fourths majority vote of the members. The vote may be taken by either a written ballot or by those members present at a business meeting of the Corporation. Proposed amendments must be submitted to the membership at least 30 days prior to the next business meeting.

Dissolution: The Corporation may be dissolved upon the recommendation of the Board of Directors and upon approval by a three-fourths majority vote of the membership at the annual business meeting. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purpose of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under � 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue law) as the Board of Directors shall determine. Any such assets not so disposed shall be disposed of by a Court of general jurisdiction of the County in which the principal office of the Corporation is then located, exclusively for such purposes to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Tax-Exempt Status: The Corporation shall not take any actions which would jeopardize the Corporation's tax-exempt status.