BYLAWS
The name of the corporation is ASSOCIATION FOR POPULATION/FAMILY PLANNING LIBRARIES AND INFORMATION CENTERS, INTERNATIONAL (hereafter referred to as the "corporation").
ARTICLE II. PURPOSES OF THE CORPORATION
The corporation has been organized to operate exclusively for charitable and educational purposes, including but not limited to:
The professional development of effective population/family planning information and library systems and services through research and application of information science and technology.
To accomplish this purpose, the corporation has specific goals:
(1) to hold an annual conference to review the state of the art of information science for the continuing education of population and family planning information professionals;
(2) to sponsor publications concerning population/family planning bibliographic information and information sources; and
(3) to cooperate with other national and international organizations in the scientific study of population/family planning information dissemination.
ARTICLE III. OFFICES AND REGISTERED AGENT
SECTION 1. The principal office of the corporation and such other offices as it may establish shall be located at such place or places, either within or without the District of Columbia, as may be designated by the Board of Directors.The corporation shall continuously maintain within the District of Columbia a registered office at such place as may be designated by the Board of Directors.
SECTION 2. The corporation shall continuously maintain within the District of Columbia a registered agent, which agent shall be designated by the Board of Directors. Any change in the registered office or registered agent shall be accomplished in compliance with the District of Columbia Nonprofit Corporation Act.Such agent may be an individual resident of the District of Columbia whose business office is identical with the registered office of the corporation, a District of Columbia corporation (whether for profit or not for profit), or a corporation formed outside the District of Columbia, provided such foreign corporation is authorized to transact business or conduct its affairs within the District of Columbia and has an office identical with the registered office of the corporation.
SECTION 1. ELIGIBILITY FOR MEMBERSHIP. Any person or organization in the purposes and programs of the corporation is eligible to become a member.
SECTION 2. APPLICATION FOR MEMBERSHIP.All applicants for membership shall make applications to the Membership Secretary who shall be appointed by the Board of Directors for a one year term.
SECTION 3. ADMISSION OF MEMBERS.The admission to membership of an applicant shall be made by the Membership Secretary's placing the name of the applicant on the membership roll upon receipt of the applicant's dues.
SECTION 4. RESIGNATION.Any member may resign by filing a written resignation at the corporation's principal office, but such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.
SECTION 5. DUES.Membership shall be contingent upon the payment of dues, the amount of which shall be established by the Board of Directors with the approval of a majority of the members voting at an annual business meeting at which quorum is present.Under special circumstances, the Board of Directors may waive the payment of dues.
SECTION 6. MEETINGS
a. ANNUAL MEETING.The annual business meeting of the members of the corporation shall be part of the annual conference.
b. SPECIAL MEETINGS.Special meetings of the members may be called at any time by the Board of Directors. Special meetings may also be called by the President upon the written or e-mail request of 10% of the members.
c. NOTICE
(1) Notice of the annual business meeting shall be given at least thirty days in advance of such meeting. Such notice shall contain a description of the annual conference and a preliminary program outline.
(2) Notice of a special meeting shall be given at least ten days in advance of such meeting. Notice of a special meeting shall state the nature of the business to be transacted thereat, and no other business may be considered at such meeting.
(3) Notice of all meetings shall be given in written or e-mail form, mailed or e-mailed to the last known address or e-mail address of each member.
d. QUORUM.A quorum for the transaction of business at any meeting shall consist of at least 10 members.
e. VOTING.At all meetings, each member shall be entitled to one vote in person only.
f. RULES OF ORDER.Meetings shall be conducted according to Robert's Rules of Order, unless otherwise provided in these Bylaws.
SECTION 1. GENERAL POWERS AND DUTIES.The Board of Directors of the corporation shall be its governing body.The Board shall manage, control, and direct the affairs and property of the corporation.The Board shall have, and may exercise, all the powers specified in its Articles of Incorporation and the District of Columbia Nonprofit Corporation Act necessary to carry out the purposes of the corporation.
SECTION 2. COMPOSITION OF THE BOARD
a. Except for the initial Board of Directors named in the Articles of Incorporation, the Board shall consist of:
(1) the officers of the corporation, and
(2) nine directors to be elected by the members. At the completion of the President's elected term of office, the President shall serve for one year as a voting member of the Board, unless elected as a director.
The terms of the members of the initial Board of Directors shall expire at such time as their successors are elected at the first annual meeting of the members.The election of a director to an office shall vacate that directorship.Directors shall serve for staggered terms of three years.At the first meeting of the members at which directors are chosen, such directors shall determine by lot which two shall serve for a period of one year, which three for a period of two years and which two for a period of three years.The term of any director shall also expire by reason of that director's death, resignation, or removal in accordance with these Bylaws.
b. Any vacancy occurring in the Board of Directors by reason of the expiration of a director's term or by reason of an increase in the number of directors, shall be filled in accordance with the procedures set out in Article VIII.Otherwise, the vacancy will be filled by vote of the regular members in good standing at the annual business meeting at which a quorum is present.Any vacancy occurring in the Board of Directors for any other reason may be filled by the affirmative vote of a majority of the then members of the Board of Directors, though less than a quorum of the Board.
c. A director may be removed from office at any meeting of the members by the affirmative vote of a majority of the members in good standing present at a meeting at which a quorum is present or by the affirmative vote of a majority of the then members of the Board of Directors at a meeting at which a quorum is present.
d. A director may resign from the Board at any time by giving notice in writing thereof to the Chair of the Board.
e. The President of the corporation shall be the Chair of the Board.The Board of Directors may elect one of its members as Vice Chair of the Board, to serve for one year or until a successor is elected and qualified.The Chair of the Board shall preside at all meetings of the Board of Directors and shall perform such other duties as may be required of the Chair by the Board of Directors. The Vice Chair of the Board shall, in the absence of the Chair of the Board, preside at the meetings of the Board of Directors and shall perform such duties as may be required of the Vice Chair by the Board of Directors.
SECTION 3. MEETINGS OF THE BOARD OF DIRECTORS
a. A minimum of two meetings of the Board of Directors shall be held each year, one of which is to be held in connection with the annual conference.The latter shall constitute the annual meeting of the Board of Directors.
b. Special meetings shall be called by the Chair of the Board.
c. The time and place of all meetings shall be designated by the Board.
d. At least ten days' notice shall be given to each director of any meeting of the Board. Notice of a meeting shall specify the date, time, and place of the meeting, but, except as otherwise provided in these Bylaws, need not specify the purpose for the meeting or the business to be conducted. Notice must be either delivered personally to each director, mailed to each director's business address, or e-mailed to each director's e-mail address. If such notice is given by mail, it shall be deemed delivered when deposited in the United States mail properly addressed and with postage prepaid thereon. If such notice is given by e-mail, it shall be deemed delivered when sent with the e-mail address on file with the Membership Secretary.
e. One-third of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, except that if a quorum is not present at a meeting, a majority of the directors present may adjourn the meeting from time to time without any further notice.
f. Except as otherwise provided by statute, the Articles of Incorporation, or these Bylaws, all matters shall be decided by a majority of the directors present at any meeting at which a quorum exists.
g. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken by agreement without a meeting, if within seven days after such agreement the text of the resolution or matters agreed upon is sent to all members of the Board and all the members of the Board consent to such action in writing, setting forth the action taken, within fourteen days of the mailing of such text.Such consent in writing shall have the same force and effect as a unanimous vote and may be described as such in any document executed by the corporation.
SECTION 1. EXECUTIVE COMMITTEE.The Board of Directors may designate from its members by a vote of the majority of all the directors an Executive Committee consisting of at least three, and no more than five, directors, one of whom shall also be the Chair of the Executive Committee.The Board may designate one or more directors as alternate members of the Executive Committee, who may replace any absent or disqualified member at any meeting of the Committee.Except as otherwise required by law or by these Bylaws, the Executive Committee shall have all the authority of the Board in the management of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it.The Executive Committee shall keep regular minutes of its proceedings and shall report the same to the Board when required.Vacancies in the membership of the Executive Committee shall be filled by the Board at regular or special meetings.
SECTION 2. OTHER COMMITTEES.The President shall create such other committees as may be deemed necessary, but such committee or committees shall not exercise any power of the Board of Directors.
SECTION 1. The officers of the corporation shall be a President, a Vice President, a Recording Secretary, and a Treasurer.Officers must be members of the corporation in good standing.With the approval of the Board of Directors two members may share an office.
SECTION 2. The officers shall be elected according to the procedures set out in Article VIII. Only members in good standing shall be entitled to vote in such an election. Nominations are not sought for the office of Vice President and President. The Vice President is chosen by the nominating Committee from among the members of the Board of Directors and the outgoing Vice President succeeds to the office of President.The officers' terms of office shall be one year, to begin at the close of the annual business meeting at which they acquire office.
SECTION 3. The officers of the corporation shall hold office until their successors are chosen and qualified.Any officer of the corporation may be removed at any time by the affirmative vote of a majority of the then members of the Board of Directors.
SECTION 4. If the office of the President becomes vacant for any reason other than the expiration of a term, the Vice President shall succeed to the office of President.If any other office becomes vacant for any reason other than the expiration of a term, the vacancy shall be filled by the Board of Directors.
SECTION 5. The duties and powers of the officers of the corporation shall be as provided in these Bylaws, or as provided pursuant to these Bylaws or (except to the extent they are inconsistent with these Bylaws or with any provision made pursuant hereto) shall be those customarily exercised by corporate officers holding such offices.
SECTION 6. THE PRESIDENT.The President shall be the chief operating officer of the corporation and, subject to the control of the Board of Directors, shall perform all duties customary to that office and shall supervise and control all of the affairs of the corporation in accordance with policies and directives approved by the Board.The President shall preside at all meetings of the corporation and the Board of Directors at which the President is present.Except as otherwise provided by resolution of the Board, the President shall, on behalf of the corporation, execute and sign bonds, mortgages, contracts, leases, agreements, and other instruments requiring a seal, except where such documents are required by law to be otherwise signed and executed or where the signing or execution thereof shall be exclusively delegated to some other officer or agent of the corporation.As provided in Article V, Section 2(a), of these Bylaws, the President, upon completion of the term, shall serve for a period of one year as a voting member of the Board of Directors, unless elected as a director.
SECTION 7. THE SECRETARIES.
a. THE RECORDING SECRETARY shall be responsible for the keeping of an accurate record of the proceedings of all meetings of the Board of Directors, shall give or cause to be given all notices in accordance with these Bylaws or as required by law, and, in general, perform all duties customary to the office of recording secretary.
b. THE MEMBERSHIP SECRETARY whose duties will be undertaken by a person appointed by the Board of Directors from its own members, will keep records of all members' organizational addresses, phone, fax and e-mail and maintain mailing lists for the organization.
SECTION 8. THE TREASURER
a. The Treasurer shall perform all duties customary to the office of a treasurer, shall have the custody of and be responsible for all corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in the books of the corporation.Such books shall be open at all times to the inspection of members of the Board of Directors.The Treasurer shall deposit or cause to be deposited all moneys or other valuable effects in the name of the corporation in such depositories as shall be selected by the Board of Directors.
b. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements.At each annual business meeting of the members, the Treasurer shall make a report of the accounts of the preceding fiscal year.The Treasurer shall render to the President and the Board, at its regular meetings or when the Board so requires, an account of all transactions performed as treasurer and of the financial condition of the corporation.
c. The Treasurer shall have custody of the corporate seal of the corporation and shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by the Treasurer's signature.The Board of Directors may give general authority to any officer to affix the seal of the corporation and to attest the fixing of that officer's signature.
d. If required by the Board of Directors, the Treasurer shall give the corporation a bond (which shall be renewed when required) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office and for the restoration to the corporation, in the case of the Treasurer's death, resignation, retirement, or removal from office, of all books, papers, vouchers, moneys, and other property of whatever kind in the Treasurer's possession or control belonging to the corporation.
SECTION 1. At the meeting of the Board of Directors following the annual conference, the Board shall designate a Nominating Committee of at least two members, the Chair of which shall be the immediate Past President or another Board member designated by the Board.
SECTION 2. Nominations for Recording Secretary, Treasurer, and three directors shall be requested by the Nominating Committee from the membership at large before January 1 of each year.Nominees must be members in good standing in the Association and must consent to stand.
SECTION 3. The Nominating Committee shall present a slate of officers and Directors to be elected at the annual business meeting at which a quorum is present.
ARTICLE IX. GENERAL PROVISIONS
SECTION 1. SEAL.The seal of the corporation shall be circular in form and shall have inscribed thereon the words: ASSOCIATION FOR POPULATION/FAMILY PLANNING LIBRARIES AND INFORMATION CENTERS, INTERNATIONAL" the state of incorporation, and the words: "Corporate Seal."
SECTION 2. CHECKS.All checks, drafts, or other orders for payment shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.
SECTION 3. FISCAL YEAR.The fiscal year of the corporation shall be October 1 - September 30 or such period as decided by the Board of Directors.
SECTION 4. AUDITING OF BOOKS.At least one month prior to each annual meeting of the members, the President shall cause the accounts of the corporation to be audited by a certified public accountant or by a committee appointed by the President, and a full statement of the finances shall be submitted by the Treasurer to the annual meeting of the members.
SECTION 5. PUBLICATIONS.The corporation shall issue the proceedings of the annual conference and such other publications as authorized by the Board of Directors.
Amendments to these Bylaws may be proposed by any four members of the corporation. Notice of such proposed amendment shall be given to all members at least thirty days prior to the annual business meeting of the members.The proposed amendment shall be effective if approved by at least two-thirds of the members present and voting thereon.
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Last updated August 13, 2008