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BylawsArticle I: OfficesThe corporation shall maintain in the District of Columbia a registered office and a registered agent at such office and may have other offices within or without the state.Top of Page Article II: MembershipSection 1. Membership is open to any persons, library, or organization interested in the purposes of the Society and upon payment of dues as specified in Section 3.Section 2. Membership in the Society shall consist of the following classes: A. Individual membership class, including student membership (which is limited to students for a maximum of three years), unemployed membership, retired membership;Section 3. Membership dues shall be paid to the Headquarters of the Society according to a schedule which shall be determined by the Executive Board and approved by a majority of those individual members voting by a mail ballot sent in accordance with Sections 2 and 3 of Article XIX of these Bylaws. The schedule shall be published at least annually in an official publication of the Society. Dues shall be reviewed at least every five years, or more frequently at the discretion of the Executive Board. Section 4. The membership year is the calendar year (January 1 - December 31). If membership renewals are not paid by March 1 of each year, the membership shall be dropped, and all privileges of membership shall cease. If a new membership is paid after October 1, the dues shall apply to the following calendar year. Section 5. Additional fees for special projects recommended by the Executive Board must be approved by the individual membership through mail ballot. Top of Page Article III: PrivilegesSection 1. Individual members of the Society shall have the right to vote and hold elected office. Individual members are entitled to the member's registration rate at the annual conference. Individual members are eligible to join local chapters. All individual members shall receive the Society's periodical publications. Individual members are entitled to free membership in Divisions, Sections, and Round Tables.Section 2. One person selected by each Institutional member or Business Affiliate member shall be designated as the representative for that organization. The representative shall have the right to vote and hold elected office; shall be entitled to the member's registration rate at the annual conference; shall be entitled to free membership in Divisions, Sections, and Round Tables; and join the chapter in its geographic area. All Institutional and Business Affiliate members shall receive the Society's periodical publications. Section 3. Honorary life members shall have all the privileges of individual members. Section 4. Overseas members may not vote, hold elected office, or belong to Divisions, Sections, and Round Tables. Overseas members are entitled to member's registration rate at the annual conference. All Overseas members shall receive the Society's periodical publications. Top of Page Article IV: MeetingsSection 1. There shall be an annual conference of the Society at a time and place to be determined by the Executive Board. Registration fees for the annual conference shall be fixed by the Executive Board.Section 2. A membership meeting of the Society shall be held annually. A quorum for the transaction of business shall be 25 members entitled to vote. Section 3. Special business meetings may be called by the Executive Board. Notice of a special meeting shall specify the business to be transacted and no business other than that stated in the notice shall be considered. Section 4. Notice of meetings shall be given to all members entitled to vote at least 30 days prior to the date of the meeting. Top of Page Article V: Elected OfficersSection 1. The elected officers of the Society shall be: President, Vice-President/President-Elect, Past President, Secretary, and Treasurer.Section 2. The President shall be the chief executive officer of the Society and, subject to the Executive Board approval, shall have control over the affairs of the Society. Section 3. The President Elect shall be responsible for such matters as are delegated by the President and, in the event of the inability of the President to serve, shall act as chief executive officer. Section 4. The Secretary shall be responsible for keeping the official minute book and Policy Manual of the Society and for distributing the minutes of the Executive Board meetings in a timely manner. The Secretary shall act as the teller for balloting for amendments to the Articles of Incorporation and Bylaws. Section 5. The Treasurer shall be responsible for the financial accounts of the Society and fiscal reporting to the membership. Section 6. The Past President provides general continuity and historical perspective for the Executive Board. Section 7. All elected officers must submit written reports as frequently as required by the Executive Board. Top of Page Article VI: Regional RepresentativesSection 1. Five individuals, designated Regional Representatives, shall be elected to serve as voting members of the Executive Board.Section 2. One Regional Representative shall be elected from each of five regions: 1) Canada; 2) Northeast; 3) Midwest; 4) South; 5) West. A description of regional composition shall be maintained at the headquarters of the Society and shall be published at least annually in an official publication of the Society. The representative for Canada shall be called the Canadian Representative. All other representatives shall be called the ______ Regional Representative. Section 3. The Regional Representatives shall be elected by the entire voting membership of the Society. Section 4. Each Regional Representative shall attend the Executive Board meetings and participate fully in the deliberations of the Board; be a member of the Society's Chapters in the Region which that representative represents, in accordance with Article XIII; be responsible for communicating issues of the Society to the members of the Region and for coordinating any regional activity as instructed by the Executive Board; and submit written reports as frequently as required by the Executive Board. Top of Page Article VII: Terms of OfficeSection 1. The President Elect shall serve the first year after election as Vice President, the second year as President, and the third year as Past President.Section 2. The term of office of the Secretary and Treasurer shall be two years. Section 3. The term of office for the Regional Representatives shall be two years, so long as the Regional Representative lives within the boundaries of the region represented. In the event that a representative takes up residence outside the boundaries of the region, the representative's term on the Executive Board shall immediately terminate. Section 4. Elections for officers shall be staggered so that no more than five new members are elected to the Executive Board each year: President Elect, Secretary or Treasurer, and at most three of the Regional Representatives. Section 5. Terms of office expire after the close of the membership meeting of the annual conference. Top of Page Article VIII: Executive BoardSection 1. The Executive Board shall consist of the elected officers of the Society, the immediate Past President, and the Regional Representatives of the membership at large.Section 2. The Executive Board shall oversee the activities of the Society, provide for management of the Society's business, and appoint members of the Society to committees as provided for in Article Xl. Section 3. A vacancy in the elected membership of the Executive Board shall be filled by Executive Board appointment, except that the Vice President/President Elect shall fill the vacancy of the President. Members so appointed shall serve until the end of the term of the vacated office. Section 4. The Executive Board shall report annually to the Society at the annual membership meeting and periodically through the Society's publication program. Section 5. A majority shall constitute a quorum of the Executive Board. Section 6. The members of the Executive Board are members of the Board of Directors and any reference to the Executive Board shall be a reference to the Board of Directors. Top of Page Article IX: Nominations & ElectionsSection 1. The Vice President shall appoint the chair of the Nominating Committee by January 1. The chair shall select a committee comprised of at least three members but no more than five. No member may serve consecutive terms on the committee. Current Executive Board members are not eligible to serve.Section 2. The Nominating Committee shall submit to the Executive Board a list of nominees consisting of the single most qualified candidate for each position to be filled. Elections one year shall be for the Vice President/President- Elect, the Treasurer, and two Regional Representatives,and in the alternate year, for the Vice President/President-Elect, the Secretary, and three Regional Representatives. The list of nominees shall be submitted to the Executive Board for approval by the date specified by the Executive Board. Section 3. Each nominee shall provide supporting documentation consisting of acceptance and goals statements, a photograph, and a brief biography or résumé. The Nominating Committee shall prepare the documentation for distribution to the members. Section 4. Nominations may also be entered by petition of at least ten members eligible to vote and shall be filed with the Nominating Committee. Each nomination must be accompanied by the specified supporting documentation. A call for nominations by petition will be issued in an official publication of the Society, with the deadline for submission no more than 30 calendar days from the date of the announcement. Section 5. If no additional nominations are received by the deadline, the slate of candidates approved by the Executive Board will be issued in an official publication of the Society, with a period of time specified for comment by the membership. If no comment is received by the deadline, the slate is considered elected by acclamation. Section 6. If more than one candidate is nominated for any office, a ballot will be prepared. The ballot will specify the postmark or submission deadline and teller's address. Ballots and accompanying documentation shall be made available to each member eligible to vote at least 30 calendar days before the specified deadline. Section 7. A member of the Nominating Committee shall serve as a teller to count the mail ballots and report the election results to the Executive Board. Section 8. The candidate who receives the greatest number of valid votes cast shall be elected. In case of a tie, a notary public will draw by lot the winner. Section 9. The chairman of the Nominating Committee shall inform candidates of the results in writing. The names of the successful candidates shall be published in an official publication of the Society and announced at the annual membership meeting. Top of Page Article X: AdministrationSection 1. The Executive Board may contract for administrative services. If a management firm is employed, one person from the management firm shall be designated the permanent liaison. The administrative services include responsibility for maintenance of the headquarters, for the routine administration of the Society, and for performance of other duties as provided for by contract.Section 2. The provider of these services shall serve at the pleasure of the Executive Board, may attend meetings of the Executive Board by invitation, but shall not be entitled to vote, and shall make full reports to the Executive Board on all Society matters at regular intervals. Top of Page Article XI: CommitteesSection 1. The Executive Board has responsibility for appointment of officers and members to the Standing Committees of the Society. A list of the Standing Committees of the Society will be maintained in the ARLIS/NA Policy Manual.Section 2. Advisory or temporary (ad hoc) committees may be established by resolution of the Executive Board to perform charges as defined in letters of appointment. Section 3. The President shall appoint the chairman of each committee subject to approval by the Executive Board. All members of all committees are appointed for specified terms by the President, unless he or she delegates that responsibility to the Vice President in the interests of organizational continuity. Section 4. All members, individual, institutional, or business affiliate, may serve on committees of the Society. Section 5. The President of the Society is a non-voting ex-officio member of all committees of the Society. Section 6. Each committee will report annually in writing to the membership on the activities of the committee, or more often as required. Section 7. No committee shall incur expenses on behalf of the Society, except as authorized by the Executive Board. Section 8. The Executive Board shall authorize the dissolution of a committee when in the opinion of the Board its usefulness has ceased. This decision and reasons for the dissolution shall be reported to the membership. Top of Page Article XII: Divisions, Sections, & Round TablesA. DivisionsSection 1. Divisions of the Society represent the principal administrative units, libraries and collections, within which the work of art librarians and visual resource curators is performed. They will conduct activities for the general improvement of resources and services within these groupings and will be considered by the Executive Board upon written petition of thirty (30) Individual members of the Society who desire to participate in the activities of the proposed Division.Section 2. A Division shall be so established if, in the judgment of the Executive Board, it reflects an administrative unit with substantial representation among the members of the Society; it does not conflict or overlap with the purposes of any other existing Division, or Section or Round Table; and it is consonant with the purposes of the Society. Section 3. Any Individual, Institutional, Business Affiliate, or Special member of the Society is eligible to become a member of any Division. Section 4. The members of each Division shall, at a formal annual business meeting scheduled at the annual conference, elect a Moderator, either by ballot or consensus, to serve until the close of the next annual conference. The results of the election shall be conveyed to the membership of the Society. Section 5. The Moderator shall be responsible for coordinating the activities of the Division, and for reporting to the Society and the Executive Board as required throughout the year, including submission of a written annual report. Section 6. No Division shall incur expenses on behalf of the Society, except as authorized by the Executive Board, nor shall any Division bind the Society by any declaration of policy. Section 7. The Executive Board will annually reserve a set sum for the general expenses of each Division, for which the Division may apply. Additional sums may also be requested for special projects, but will be granted at the discretion of the Board. All funds received by a Division shall be used exclusively for purposes incident to the fulfillment of the objectives of the Society. Section 8. A Division may establish committees, task forces, or other subgroups in conformance with Section 2 of this Article. Section 9. The Executive Board shall authorize the dissolution of a Division when in the opinion of the Board its usefulness has ceased. This decision and reasons for the dissolution shall be reported to the membership. Assets of the Division, if any, shall revert to the Society. B. SectionsSection 1. Sections of the Society, which represent professional subgroups, technologies, specific subjects within art, or other interests, and which will conduct activities for the general improvement of resources, services, and awareness within these groupings, shall be considered by the Executive Board upon written petition of thirty (30) Individual members of the Society who desire to participate in the activities of the proposed Section.Section 2. A Section shall be so established if, in the judgment of the Executive Board, it reflects an interest actively represented among the members of the Society; it does not conflict or overlap with the purposes of any other existing Section, Division or Round Table; and it is consonant with the purposes of the Society. Section 3. Any Individual, Institutional, Business Affiliate, or Special member of the Society is eligible to become a member of any Section. Section 4. The members of each Section shall, at a formal annual business meeting scheduled at the annual conference, elect a Moderator, either by ballot or by consensus, to serve until the close of the next annual conference. The results of the election shall be conveyed to the membership of the Society. Section 5. The Moderator shall be responsible for coordinating the activities of the Section, and for reporting to the Society and the Executive Board as required throughout the year, including submission of a written annual report. Section 6. No Section shall incur expenses on behalf of the Society, except as authorized by the Executive Board, nor shall any Section bind the Society by any declaration of policy. Section 7. The Executive Board will annually reserve a set sum for the general expenses of each Section, for which the Section may apply. Additional sums may also be requested for special projects, but will be granted at the discretion of the Board. All funds received by a Section shall be used exclusively for purposes incident to the fulfillment of the objectives of the Society. Section 8. A Section may establish committees, task forces, or other subgroups in conformance with Section 2 of this Article. Section 9. The Executive Board shall authorize the dissolution of a Section when in the opinion of the Board its usefulness has ceased. Alternatively, the Board may convert the Section to a Round Table if its membership falls below thirty (30) members for three (3) consecutive years. To preempt the Executive Board's need to act on dissolution or change, fifteen (15) individual members of the Section may petition to become a Round Table of the Society in accordance with Section 1 of Article Xll.C. The decision and reasons for the dissolution or change shall be reported to the membership. Assets of the Section, if any, shall revert to the Society. C. Round TablesSection 1. Round Tables of the Society, which represent professional subgroups, technologies, specific subjects within art, or other interests, and which will serve as a focus for discussion and informal exchange of information within these groupings, shall be considered by the Executive Board upon written petition of fifteen (15) Individual members of the Society who desire to participate in the activities of the proposed Round Table.Section 2. A Round Table shall be so established if, in the judgment of the Executive Board, it reflects an interest actively represented among the members of the Society; it does not conflict or overlap with the purposes of any other existing Round Table, or Section or Division; and it is consonant with the purposes of the Society. Section 3. Any Individual, Institutional, Business Affiliate, or Special member of the Society is eligible to become a member of any Round Table. Section 4. The members of each Round Table shall select a Coordinator during the annual conference, and report their selection to the Executive Board. Section 5. The Coordinator will be the contact for information concerning the activities of the Round Table, and will prepare a written annual summary of these activities as required by the Executive Board. Section 6. No Round Table shall incur expenses on behalf of the Society, except as authorized by the Executive Board, nor shall any Round Table bind the Society by any declaration of policy. Section 7. A Round Table may make requests for sums for special projects, which will be granted at the discretion of the Executive Board. All funds received by a Round Table shall be used exclusively for purposes incident to the fulfillment of the objectives of the Society. Section 8. The Executive Board shall authorize the dissolution of a Round Table when in the opinion of the Board its usefulness has ceased. Conversely, if a Round Table has demonstrated over a period of time that it can sustain regular activities and a membership of at least thirty (30) members for three (3) consecutive years, it may petition to become a Section of the Society in accordance with Section 1 of Article Xll.B. Top of Page Article XIII: ChaptersSection 1. The Society shall recognize and support as chapters such bodies as make written application to the Executive Board and are determined by the Board to be in consonance with the purposes of the Society and to meet the requirement for eligibility as specified below.Section 2. Ten or more members of the Society who reside or work in a geographic area defined in their petition may apply to the Executive Board for chapter approval. The petition must include a statement of rules or bylaws in consonance with the Articles of Corporation and Bylaws of the Society. Section 3. The officers of the chapter shall comprise not fewer than two: a chairman and a secretary. Section 4. A written report of chapter activities and a list of chapter officers shall be filed annually with the Executive Board. In addition, a written report of chapter activities shall be filed with the Executive Director of the Society and the Regional Representative for the chapter not later than 10 days following a chapter's regular meeting. Section 5. Membership in a chapter is conditional upon membership in the Society. Regional Representatives shall be non-voting ex-officio members of the chapters in their region. The Canadian Representative shall also serve as chair of the ARLIS/Canada national chapter. ARLIS/Canada is autonomous of the other Canadian local chapters and has no authority over them. Section 6. A chapter may request funds for special projects from the Executive Board. All funds received by a chapter shall be used exclusively for purposes incident to the fulfillment of the objectives of the Society. Section 7. The Executive Board shall authorize the dissolution of a chapter when in the opinion of the Board its usefulness has ceased. This decision and reasons for the dissolution shall be reported to the membership. Such dissolution shall be in accordance with the chapter's bylaws. Top of Page Article XIV: AffiliationSection 1. Affiliation or disaffiliation with other organizations shall be authorized by the Executive Board, as provided for below.Section 2. Formal affiliation or merger with another organization must be approved by a two-thirds majority of those individual members voting by a ballot conducted in accordance with Sections 2 and 3 of Article XIX. Section 3. The Society may hold institutional membership in another organization. Section 4. The President may appoint a member or members of the Society to represent the Society or to serve as liaison to another organization. Section 5. Formal affiliation may confer the rights and privileges deemed appropriate by the Executive Board. Top of Page Article XV: PublicationsSection 1. The Society is empowered to bring to effect any report, study, bibliography, or other publication as shall further the purposes of the Society.Section 2. The Society shall regularly issue periodical publications which shall be circulated without charge to members of the Society. Top of Page Article XVI: Parliamentary ProcedureRoberts Rules of Order (Revised), in the latest edition, shall govern the Society in all cases to which it can be applied and in which it is not inconsistent with the Articles of Incorporation, the Bylaws, or special rules of order of the Society.Top of Page Article XVII: SealThe corporate seal shall have inscribed thereon the name of the corporation and the words 'Corporate Seal, District of Columbia'.Top of Page Article XVIIIWhenever any notice is required to be given under the provisions of the applicable laws of the District of Columbia or under the provisions of the Articles of Incorporation or the Bylaws of the corporation, a waiver whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.Top of Page Article XIX: Amendments to the BylawsSection 1. Amendments to these Bylaws may be proposed to the Executive Board in writing by individual members only. The Executive Board shall determine by majority vote whether proposed amendments shall be submitted to the membership, provided that a determination by the Executive Board not to submit a proposed amendment to the membership shall be overridden by petition signed by 25 members of the Society eligible to vote.Section 2. The text of the proposed amendment shall be distributed to all members entitled to vote (see Article III). A brief summation of the issues involved and a ballot shall be included. Section 3. The ballot shall specify a voting deadline, and the deadline shall not be less than 35 days from the distribution date of the proposed amendment and ballot. The ballot shall also specify the address of the Secretary, who serves as teller. Section 4. Approval by two-thirds of those voting shall be necessary to amend these Bylaws. The results of Bylaws amendments ballots shall become official within 21 days of the deadline. The results shall be promulgated by the Secretary including announcement at the annual membership meeting. Section 5. The Articles of Incorporation and Bylaws shall be reviewed at least every five years, or more frequently at the discretion of the Executive Board. Top of Page Article XX: Effective DateThese Bylaws shall become effective immediately upon approval by the membership.Top of Page Dates Amended:as approved February 15, 1983as amended February 21, 1984 as amended February 16, 1987 as amended March 27, 1989 as amended February 12, 1990 as amended February 1, 1993 as amended April 29, 1996 as amended March 9, 1998 as amended April 7,1998 as amended March 29, 1999 as amended June 15, 2000 as amended Feb. 20, 2001 as amended June 30, 2002 as amended July 20, 2004 Top of Page |