Polish American Librarians Association
ARTICLE I. NAME AND NATURE
SECTION 1. Name: The name of this organization shall be Polish American Librarians Association, hereafter referred to as PALA.
SECTION 2. Nature: The Association shall be a non-profit and non-political organization of librarians and others interested in supporting Polish American librarianship and services. The organization is organized exclusively for professional, charitable, cultural or scientific purposes, including the making of distributions to organizations that qualify as exempt organizations under section 501 (c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The organization is incorporated in the state of Illinois.
ARTICLE II. PURPOSE
The vision of this organization shall be:
1. To enhance professional knowledge by developing forums for discussion and networks of communication among library staff working with Polish collections and patrons of Polish origin.
2. To promote understanding and respect among all cultures by expanding the means to access reliable, current information about Polish and Polish-American culture.
3. To promote Polish American librarianship.
4. To provide opportunities for cooperation with other library associations.
ARTICLE III. MEMBERSHIP
SECTION 1. Membership shall be open to all individuals and organizations interested in supporting its purposes and who pay membership dues.
SECTION 2. Membership shall consist of four types: regular, special, organizational and honorary.
SECTION 3. Membership dues shall be paid annually as voted by a simple majority of members present at the Annual Meeting.
SECTION 4. Only paid members shall have the rights and privileges of voting and holding office.
ARTICLE IV. ORGANIZATION
SECTION 1. Officers. The officers of the Association shall consist of the following:
A. The President, whose duties shall include:
(1) Preside at all meetings of the Association and Executive Board, shall be an ex-officio member of all committees except the Nominations committee, and shall be empowered to fill all vacancies by appointment in consultation with the Executive Board.
(2) Manage all the activities of PALA, as well as the coordination and direction of such activities.
(3) Prepare the agenda and notify the members of the Executive Board and general members of forthcoming meetings fifteen (15) days prior to the date of such meeting.
(4) Prepare and make the correspondence of PALA. Respond to correspondence of PALA in consultation with the Vice-President and maintain files of the current year.
(5) Co-sign with the Treasurer and Executive Director on financial accounts of PALA, as well as exercise authority to appropriate funds and control the expenses.
(6) Present annual budget and report to the Annual Meeting and be the spokesperson, representative, and correspondent for PALA in its external activities.
B. The Vice-President/President Elect, whose duties shall include:
(1) Perform the duties of the President during his/her absence and shall fill the office of President should it become vacant before the next election. The Vice-President shall assume the duties of the President the next year following his/her term as Vice-President.
(2) Assist the President in accomplishing the purposes of PALA.
(4) Perform other duties as delegated by the President or Executive Board.
C. The Secretary, whose duties shall include:
(1) Record the minutes of the Annual Meeting and any other meeting of the membership or of the Executive Board and submit them to all members within fifteen (15) days after the meeting.
(2) Maintain a list of members and volunteers for various functions of PALA.
(3) Perform other duties as assigned by the President or Executive Board.
(4) In absence of the President and Vice-President, the Secretary will preside over the Executive Board.
D. The Treasurer, whose duties shall include:
(1) Collect dues, keep a record of paid members, maintain an accurate accounting of all receipts and disbursement and make annual status report of the finances of the Association after they have been reviewed by the Finance Committee.
(2) Make disbursements only upon the order of the PALA President.
(3) Deposit all monies received in the name of PALA at a bank account.
(4) Has the authority to handle financial matters of $99.00 or less, while checks greater than $99.00 would require the signature of the President.
SECTION 2. Directors-at-Large (representatives of the public, academic, school, and special libraries), whose duties shall include:
(1) Support the efforts of the Executive Board.
(2) Chair a PALA division or committee.
SECTION 3.Webmaster and Graphics Designer (appointed by the Executive Board), whose duties shall include:
(1) Maintain PALA website and graphics.
(2) Serve as advisers to the Executive Board.
SECTION 4. Executive Board: The Executive Board shall consist of officers of the Association, the immediate past president, and five directors-at-large elected for two-year terms from among the general membership.
SECTION 5. Management: The Executive Board shall serve as the management board of the Polish American Librarians Association. As the decision-making body, it shall act for the Association in the administration of established policies and programs. It shall report on its activities not later than the next meeting of the association.
SECTION 6. A majority shall constitute a quorum of the Executive Board.
ARTICLE V. TERMS OF OFFICE
SECTION 1. The President shall serve for one year and then become the Past President for one year.
SECTION 2. The Vice-President/President-Elect shall serve for one year and then become the President.
SECTION 3. The Secretary and Treasurer, and five Directors-at-Large shall each serve for terms of two years and may serve for an unlimited number of two-year terms.
ARTICLE VI. EXECUTIVE DIRECTOR
SECTION 1. The position of Executive Director is appointed by the President in consultation with the Vice-President/President-Elect and approved by the Executive Board. This is an unpaid position.
SECTION 2. The Executive Director is an ex-officio member of the Executive Board.
SECTION 3. The Executive Director reports to the President of PALA.
SECTION 4. The Executive Director is appointed for a three-year term. The Executive Director may be reappointed for consecutive terms.
SECTION 5. The duties of the Executive Director will include:
(a) Acting as the chief administrative officer of PALA.
(b) Maintaining PALA’s office records.
(c) Assisting the President and other elected and appointed officials in carrying out their responsibilities as described in the PALA Bylaws.
(d) Signing all contracts and legal documents as co-signatory with the PALA President.
(e) Serving as a liaison officer with other organizations.
(f) Overseeing bank accounts with the President or Treasurer as co-signatory.
(g) Performing other duties as prescribed by the President or Executive Board.
ARTICLE VII. ELECTIONS, VACANCIES AND RECALL OF OFFICERS
SECTION 1. A Nominations committee of three (3) past presidents of the PALA shall nominate candidates for the office of Vice-President/President Elect, Secretary, Treasurer, and five Directors-At-Large of the Executive Board. The immediate past president shall serve as chair of the committee while two members shall be appointed by the president. If the immediate past president cannot serve, the president shall appoint the chair.
SECTION 2. Officers shall be elected by ballots mailed to the entire PALA membership within four weeks preceding the Annual Meeting. The person receiving the largest number of the votes for each office shall take office immediately following the Annual Meeting.
SECTION 3. Executive Director, Webmaster, Graphics Designer and any member of the Executive Board, with the exception of the Officers, may be removed for cause by a vote of three-quarters of the members present at an Executive Board meeting where a quorum is present. Any officer of the Executive Board may be removed for cause by a vote of three-quarters present at a duly constituted membership meeting.
SECTION 4. If vacancies occur in the Executive Board, the President in consultation with the Executive Board shall appoint a member to fill the position for the remaining period of term.
ARTICLE VIII. MEETINGS
SECTION 1. An annual membership meeting shall be held in February. Notices of the general membership meetings shall be distributed to the entire membership.
SECTION 2. All decisions shall be made on the basis of simple majority vote of paid members in attendance unless otherwise stated in these Bylaws. Each PALA member has one vote.
SECTION 3. The Executive Board shall have a regular meeting to be announced on the PALA website . It shall be open to all PALA members.
ARTICLE IX. COMMITTEES
SECTION 1. The following shall constitute Standing Committees of the organization:
Special Committees or Task Forces that will support the goals and purposes of the organization can be appointed by the Executive Board. The life of a special committee or task force shall be limited to one year unless the Executive Board shall otherwise provide.
SECTION 2. Each committee shall consist of at least three (3) members. All paid PALA members can volunteer or be nominated to serve on a committee. Appointments to committees will be made by the President in consultation with the Executive Board.
SECTION 3. Standing Committee members shall serve one (1) year terms and shall be eligible for reappointment.
SECTION 4. The duties of the other Standing Committees, Special Committees and Task Forces shall be assigned by the Executive Board.
ARTICLE X. CHAPTERS
SECTION 1. Five (5) or more members can form a chapter for ease of communication, so that members in one local area can discuss and act on mutual problems and interests; with the approval of the Executive Board.
SECTION 2. A chapter Chairperson, elected by chapter membership, will call all meetings.
SECTION 3. Chapters can meet on their own as needed.
SECTION 4. The chapter may by a majority vote, impose dues as it deems necessary in addition to PALA membership dues.
SECTION 5. The chapter may draw up its own Bylaws, providing that there is no conflict with the PALA Bylaws. The existence and eradication of such a conflict shall be determined by the Executive Board.
ARTICLE XI. DIVISIONS
Five (5) or more members can form a division with the approval of the Executive Board. The purpose of divisions is to provide programs and services that will meet the needs of members that have particular special interests, such as public, academic, school, and special librarianship.
ARTICLE XII. NAME OF SPONSORSHIP
SECTION 1. All project plans or proposals must be submitted to the Executive Board for review and approval. Final approval of the Executive Board is required before any action and/or implementation is taken with the PALA name used for endorsement.
ARTICLE XIII. Books, Records, Official Address, and Audit
SECTION 1. Books and Records: The records of PALA shall consist of its Articles of Incorporation, by-laws and amendments thereto, minutes of all General, Executive Board, and Special meetings, register of members, financial documents, inventories and other such Records.
SECTION 2: Audit of accounts: Before the closing of every fiscal year, the Finance Committee members of PALA shall audit the books of account, to be presented by the Treasurer to the annual general meeting of the members.
SECTION 3. All records of PALA shall be open to all office bearers; and by advance approval of at least one elected office bearer, to any member subject to allotment of reasonable time and place of examination.
ARTICLE XIV. AMENDMENTS
SECTION 1. The Bylaws Committee shall prepare and present amendments to the membership.
SECTION 2. Amendments shall be approved by a two-thirds (2/3) vote of the voting members.
ARTICLE XV. DISSOLUTION
In the event of dissolution of the Association, the Officers of the Association, with the approval of general membership, shall after paying or making provisions for the payment of all liabilities of the Association, dispose of all the assets of the Association exclusively for the purpose of the Association, in such a manner or to such organization or organizations organized and operated exclusively for professional, charitable, cultural or scientific purposes as shall at the time qualify as a tax exempt organization under the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law.
ARTICLE XVI. PARLIAMENTARY AUTHORITY
SECTION 1. The conduct of all meetings shall be governed by Robert’s Rules of Order, Revised. http://www.constitution.org/
ARTICLE XVII. IMPLEMENTATION
SECTION 1. This document shall become effective when adopted by a two-thirds (2/3) vote of the voting members.
ARTICLE XVIII. DEFINITIONS
SECTION 1. The term “mail” shall be defined respectively as delivery by post mail, e-mail, or other electronic means.
Revised October 23, 2011
Revised June 14, 2012
Revised November 12, 2013
Adopted January 21, 2014