ARTICLE I. NAME AND PURPOSE
1. The name of the organization is the Greater Western Library Alliance, Inc.
2. The Greater Western Library Alliance (GWLA) is organized exclusively for educational purposes within the definition 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.
GWLA membership includes libraries of selected research universities in the Midwestern and western regions of the United States. The official membership roster is maintained on the GWLA website.
2. Official Representation and Business
a. Official Representation. The administrative head (e.g., director, dean, or university librarian) of each member library serves is the official GWLA representative and is referred to as “director” within these Bylaws. The director may designate a proxy GWLA representative in his or her place on a permanent or temporary basis.
b. Business meetings. GWLA holds at least one annual official membership meeting of the official GWLA directors at a physical location for the purpose of conducting GWLA business. Other business may be conducted and business meetings held through alternative means that provide opportunities for all directors to attend and participate.
3. Membership Criteria and Requirements
Membership criteria require the university or its library to meet at least two of the following criteria:
a. The university is a member of the American Association of Universities (AAU) and/or is classified by the Carnegie Foundation as "RU/VH: Research Universities (very high research activity) or "RU/H: Research Universities (high research activity)."
b. The university is classified as an "1862" type land-grant institution.
c. The library holds membership in the Association of Research Libraries.
d. The library adds to the breadth and depth of library resources and services available to GWLA members.
e. The library possesses other unique and extraordinary qualifications as part of a research facility or with its own specific research mission.
However, a library is not eligible for membership if it would jeopardize the Corporation's tax-exempt status.
4. New Membership Application Process
a. A library interested in applying for GWLA membership should send a letter of application to the Executive Director. The letter must include its assessment as to meeting the membership criteria.
b. The Board of Directors determines its initial interest in exploring a membership invitation. If there is interest, the Executive Director arranges a campus review visit. The GWLA Chair appoints a visiting campus review team (typically including the Chair, the Executive Director and a Board member). The applicant library is responsible for all expenses associated with the campus review team unless otherwise negotiated and agreed upon by both parties.
c. Following the campus review visit, the campus review team submits a report detailing its assessment of the library according to the membership criteria followed by its recommendation for membership to the Board of Directors.
d. If the Board of Directors approves the application for membership vote, the Chair forwards the membership recommendation to the GWLA membership for consideration and formal voting with written or electronic ballot. A three-fourth's majority vote of the full membership is required for admission of any new member. Typically the discussion and voting takes place in person at a membership meeting however the process may be conducted through other means that records the vote of each member library.
e. If the GWLA membership approves offering a membership invitation, the Chair and Executive Director submit a written offer of membership to the library. If the library accepts the membership offer, the Executive Director makes the necessary arrangements including determining the date of membership.
f. If the GWLA membership does not approve offering a membership invitation, the Chair and Executive Director notify the library in writing with an explanation of the decision.
5. Membership Withdrawal.
Any member may, at its discretion, withdraw from GWLA at any time. Membership withdrawal is effective 180 days after written notice is sent to the GWLA Executive Director. Membership dues are not refundable to the withdrawing member.
ARTICLE III. MEMBERSHIP MEETINGS
a. Annual Business Meeting. The annual membership business meeting is held in the fall and is typically hosted by the member library of the GWLA Vice Chair/Chair Elect. The annual business meeting agenda typically includes the approval of the budget of the next fiscal year, review of current and potential new program initiatives, and review of the strategic plan.
b. Other Regular Meetings. The GWLA membership holds at least one other regular business meeting during the year with the method of meeting determined by the Board of Directors and must provide opportunities for all directors to attend and participate.
c. Special Meetings. Special membership memberships meetings may be called as needed, but only by a majority vote of the members. The method of meeting is determined by the Board of Directors and must provide opportunities for all directors to attend and participate.
d. Meeting Agendas. The Chair and the Executive Director determine meeting agendas with advice from the Board of Directors.
e. Parliamentary Authority. In all matters of parliamentary procedure not covered by the GWLA Bylaws, the latest edition of Roberts' Rules of Order serves as the authority for all meetings. The GWLA Chair appoints a parliamentarian for each membership meeting.
a. Quorum. For purposes of voting, a quorum consists of a majority of the members.
b. Voting. Each member has one vote at membership 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 means appropriate to the issue being voted upon.
c. Action by Consent. Any action that may be taken upon a vote of the members may also be taken by a majority vote of the members.
ARTICLE IV. OFFICERS AND BOARD OF DIRECTORS
Elected officers include the GWLA Chair, Vice Chair/Chair Elect and Immediate Past Chair. The term of each office is one-year and begins January 1 (the beginning of the fiscal year). The elected officers and the Executive Director serve as the Executive Committee of the Board of Directors and serve as members of the Board of Directors. In the event that an elected officer is unable to complete his/her term of office, the Chair typically appoints a nominating committee and a special election is as soon as possible.
a. Chair. Working with the Executive Director, the Chair establishes agendas and topics; identifies issues for study, and leads meetings of the GWLA Membership; and serves as Chair of the Board of Directors. The Chair is the supervisor of the Executive Director.
b. Vice-Chair. The Vice-Chair is responsible for planning (with the Chair and the Executive Director and assistance by the Board of Directors) the program meetings for GWLA membership meetings.
c. Past Chair. The Chair assumes the position of Past Chair upon the conclusion of his/her term of office as Chair. The Past Chair serves as the Chair of the Nominating Committee and a member of the Finance Committee.
The Executive Director serves as GWLA’s chief operating officer and reports to the Chair.
a. The Executive Director is responsible for implementing policies, programs and initiatives established by the Board of Directors and the GWLA membership and directing GWLA’s daily operations. The Executive Director also acts as the primary GWLA spokesperson at local, state, regional, and national events.
b. The Executive Director is appointed by the Board of Directors and the annual evaluation of the Executive Director's performance is conducted by the Board of Directors under the direction of the GWLA Chair.
The property and business of GWLA is controlled and managed by a Board of Directors.
a. Membership. The voting membership includes the three elected officers, three elected directors-at-large, Chair of the Planning and Organization Committee (ex-officio, voting), and Chair of the Finance Committee (ex-officio, voting). The Executive Director serves ex officio. Other members may be appointed to serve ex officio.
b. Chair. The elected GWLA Chair serves as the Chair of the Board of Directors.
c. Director-at-Large Members. Three rotating director-at-large members are elected by the GWLA membership. The term of office is two (2) years and begins January 1 (the beginning of the fiscal year). Terms of office are staggered terms with the goal that all director positions are not open at the same time. If a director-at-large member is unable to complete his/her term, the Chair appoints a new director-at-large member (with board approval) to complete the term of office.
d. Executive Director. Serves as the Secretary and works with the Chair and Vice Chair in scheduling and planning meetings of the Board of Directors and GWLA membership meetings.
4. Board of Directors Meetings
a. Regular and Special Meetings. The Executive Director is responsible for scheduling and calling all regular and special meetings of the Board of Directors. Meetings may be held in person, electronically or by telephone as determined by the Chair and the Executive Director. Special meetings may be requested by any member of the Board of Directors. Notice of all meetings are provided to each director at least 48 hours prior to the meeting and delivered in writing or electronically.
b. Meeting Participation. Regardless of the meeting format, individual members of the Board of Directors may participate fully by whatever means is feasible including in person, electronically or by telephone.
c. Action by Consent. Any action that may be taken upon a vote of the Board of Directors may also be taken by a majority vote of the Board of Directors.
d. Quorum. For purposes of voting, a quorum consists of a majority of the voting members of the Board of Directors.
e. Conduct of Meetings. Meetings of the Board of Directors are presided over by the Chair or, in his or her absence, by the Past Chair. The Executive Director serves as secretary of the meeting.
5. Board of Directors Committees
a. Planning & Organization Committee. Oversees GWLA’s strategic planning and governance documents, general organizational structure and management. Reports to the Board of Directors. The committee is composed of three members. The committee chair is appointed by the Board of Directors for a two-year term (renewable once). The other two members are also appointed by the Board of Directors with two-year terms (renewable once). Terms of office typically begin on January 1 (beginning of the fiscal year).
b. Finance Committee. Oversees and assesses the financial management of GWLA. Reports to the Board of Directors. The committee chair is appointed by the Board for Directors for a two-year term (renewable once). The other committee members include the Past Chair, the Executive Director, one at-large director appointed by the Board of Directors with a two-year term (renewable once) and up to two directors whose institutions serve as payroll agents for GWLA. Terms of office typically begin on January 1 (beginning of the fiscal year).
c. Nominating Committee. Prepares a nominations slate for the position of Vice-Chair/Chair-Elect which is approved by the Board of Directors. Reports to the Board of Directors. The committee membership includes the Past Chair (serves as the committee chair), and two members appointed by the Past Chair with approval by the Board of Directors. The term of office represents the time needed to prepare the election slate. The Executive Director manages the election process. The election should be completed by August 1.
d. Other Committees, Task Forces and Working Groups. The Board of Directors may establish such committees, taskforces and working groups (either standing or ad hoc) as necessary to accomplish GWLA’s work. Such committees and taskforces may be composed of any staff member(s) of the member libraries or their parent institutions. Any requirement for a standing committee chair to serve as an ex-officio member of the Board of Directors must be approved through an amendment to the Bylaws.
6. Election of Officers and Directors at Large of the Board of Directors
The Nominating Committee recommends to the Board of Directors for approval the name of one nominee who has agreed to serve as Vice Chair, Chair and Past Chair of GWLA (a three-year service commitment) and the name of one nominee for each open position of Director-at-Large for the Board of Directors (a two-year term). Ballots are distributed electronically to members sixty (60) prior to the fall membership meeting. The Executive Director is responsible for overseeing the election process, recording the votes and reporting the results to the Board of Directors and then to the membership.
ARTICLE V. FINANCIAL PROVISIONS
1. Financial Support and Fiscal Year
The Greater Western Library Alliance, Inc. is funded by annual membership dues and from grant money, both public and private. The current dues structure is reviewed annually by the membership at the fall business meeting. Dues are collected from the member libraries prior to the beginning of each fiscal year. The fiscal year of the Corporation begins on January 1 and ends on December 31.
Failure to pay annual dues is considered grounds for expulsion from GWLA. A three-fourths vote of the membership is required for expulsion.
Special assessments are approved by a majority of the voting members. Such assessments may be voluntary for each member, required for specific individual members, or required for all members. The Board of Directors determines the process and schedule for approved special assessments.
4. Annual Budget and Financial Reports
The Executive Director prepares and submits an annual budget for approval by the Board of Directors. The Executive Director also prepares and submits to the Board of Directors a quarterly report on the financial status of the Corporation.
ARTICLE VI. BYLAWS AMENDMENTS
The Bylaws may be amended by a three-fourths majority vote of the individuals voting with the required quorum. Notice of a proposed amendment must be submitted to the membership at least 30 days prior to formal membership voting. Discussion is conducted at a GWLA business meeting or through other means determined by the GWLA Board of Directors. The formal vote (written or voice) may be taken by those members present at a GWLA membership business meeting or utilizing a method determined by the Board of Directors that ensures the identification and vote of each authorized voting member.
ARTICLE VII. DISSOLUTION POLICIES AND PROCEDURES
1. Dissolution Consideration and Process.
The Greater Western Library Alliance, Inc. (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 a membership business meeting held in a physical location.
If the decision is to proceed with 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.
The Corporation shall not take any actions which would jeopardize the Corporation's tax-exempt status.