Bylaws
Revised June 6, 2008
ARTICLE I. NAME, OBJECTIVES,
AND GOVERNANCE.
Section
1. The name of this not-for-profit organization
shall be Substance Abuse Librarians and Information
Specialists, hereinafter referred to as "SALIS."
Notwithstanding any other provisions of these bylaws,
SALIS shall not carry on any activity not permitted
to be carried on (a) by a corporation exempt from federal
income tax under section 501(c)(3) of the Internal Revenue
Code of 1986 (or the United States Internal Revenue
Law); (b) by a corporation, contributions to which are
deductible under Section 170(c)(2) of the Internal Revenue
Code of 1986 (or the corresponding provision of any
future United States Internal Revenue Law); or (c) by
a corporation formed under the California Not-for-Profit
Corporation Act (the "Act").
Section
2. The objectives of SALIS shall be (a) to provide
an international association of individuals and sponsoring
organizations having a professional, scientific, or
technical interest in library and information science,
especially as these are applied in the recording, retrieval,
and dissemination of knowledge and information in the
area of alcohol, tobacco, and other drugs (ATOD); (b)
to promote and improve the communication, dissemination,
and use of objective, accurate, and timely information
about ATOD; (c) to encourage the national and international
development, cooperation, and linkage among SALIS members,
organizations, and other information resources; and
(d) to advocate for and on behalf of thorough, reliable,
accessible, and objective interchange and preservation
of information in ATOD.
Section
3. When not in conflict with these bylaws, the tenth
edition of Roberts Rules of Order Newly Revised shall
govern all deliberations.
ARTICLE II. OFFICE.
SALIS
shall maintain in the state of California a home office,
hereinafter referred to as "SALIS Home," and
may have offices within or without the state of California
as determined by the Executive Board.
ARTICLE III-A. MEMBERSHIP.
Section
1. SALIS membership is open to all individuals who
support the mission, goals, and activities of SALIS,
such as librarians, information professionals, technology
professionals, and others employed in or interested
in ATOD information dissemination and services. SALIS
welcomes members from all countries.
Section
2. There are two levels of membership: (a) Full
members shall have the right to vote, hold elective
and appointive office within SALIS, attend SALIS membership
meetings, receive the SALIS newsletter, access the 'Members
Only' section of the SALIS web site, participate in
electronic discussion lists, as well as other privileges
which SALIS may extend. (b) Associate members shall
have the right to hold an appointive position within
SALIS (but not an elective office), attend SALIS membership
meetings (but not vote), receive the SALIS newsletter,
as well as other privileges which SALIS may extend.
ARTICLE III-B. SPONSORSHIP.
Section
1. SALIS sponsorship is open to institutions which
support the mission, goals, and activities of SALIS.
Section 2.
Sponsoring institutions shall be approved by the Executive
Board.
Section 3.
Sponsoring institutions shall receive a copy of the
SALIS newsletter, shall receive one complementary registration
and exhibit space at SALIS conferences, shall have the
right to hold an appointive position within SALIS (but
not to vote or hold elective office), and may attend
SALIS membership meetings.
ARTICLE III-C. DUES AND RATES.
Section 1.
Annual membership dues shall be set by the Executive
Board. The dues may be adjusted for individual members
at the discretion of the Executive Board as detailed
in the membership information section of the SALIS website.
Section 2.
Dues shall be payable annually by calendar year or as
otherwise determined by the Executive Board.
Section 3.
The Executive Board may set and adjust the rate required
for SALIS sponsorship.
ARTICLE IV. EXECUTIVE BOARD.
Section
1. There shall be an Executive Board, which shall
serve as the governing body of SALIS. The Executive
Board shall have the authority to carry out all lawful
functions permitted by these bylaws and shall govern
according to the mission and objectives found herein.
Section 2.
All Executive Board members must be Full members of
SALIS in good standing at the time of their election.
No person shall hold more than one elected office at
the same time.
Section 3.
The Executive Board shall consist of 9 officers, each
with one vote: Executive Director, Chair, Past Chair,
Chair-Elect, Secretary, Treasurer, and three Members-at-Large.
All officers are elected with the exception of the Executive
Director, who is appointed by the Executive Board. The
Executive Board may also include two non-officer, non-voting
positions: Member Emeritus and the newsletter editor.
The Member Emeritus is appointed by the Executive Board.
The newsletter editor, though not an Executive Board
member, is encouraged to attend Executive Board meetings
(and this person may or may not also be an Executive
Board member via an elected capacity.)
Section 4.
Terms of office for Board members who are officers shall
be the same as their term of elected office. Terms of
office for Chair, Past Chair, Chair-Elect, and Member
Emeritus shall be one year. For Treasurer and Secretary
it shall be two years. Members-at-Large serve for two
years and are limited to two consecutive terms. There
is no time limit for holding the Executive Director
position. All offices may be immediately reelected except
for Chair, Past Chair, and Chair-Elect.
Section 5.
The Executive Board shall meet at least once per year
at or around the time of the conference. Additional
meetings may be held as determined by the Executive
Board whether in person, by phone, via email, or however
technology allows.
Section 6.
A quorum for transaction of business at any meeting
of the Executive Board shall consist of a simple majority
of the current Executive Board members. A majority vote
is required to pass an Executive Board decision.
Section 7.
Vacancies on the Executive Board, except for Chair-Elect,
shall be filled by majority vote of the remaining members
of the Executive Board, to serve until the next regular
election. In the event of a vacancy in the office of
Chair-Elect, a special election shall be held as soon
as possible, following procedures as described under
ARTICLE VIII.
ARTICLE V. DUTIES.
Section
1. The Executive Board shall have the responsibility
and authority to manage the property of SALIS and to
regulate its affairs. The Executive Board shall determine
policies and changes within the limits of these bylaws,
and shall perform such other functions as the membership
may direct. The Executive Board shall determine compensation
to officers and other members as deemed necessary.
Section
2. The Executive Director shall serve as the administrative
officer and general manager of SALIS. The Executive
Board details the duties required and benefits provided
to this individual. The Executive Director shall oversee
all SALIS activities and report to the Executive Board.
The Executive Director shall also act as a consultant
to the Executive Board members; manage SALIS Home, including
the hiring and firing of SALIS Home employees with Board
approval; maintain, update, and serve as editor of the
SALIS Manual; prepare an annual report of the activities
of SALIS; and perform those duties assigned by the Executive
Board. The person filling this position is determined
by the Executive Board, and the Executive Board also
details the duties required and benefits provided.
Section
3. The Chair shall be the chief executive officer
of SALIS and, subject to the Executive Board, shall
have general supervision and charge over its affairs.
The Chair shall preside at all meetings of the membership
and of the Executive Board; be responsible for execution
of policies voted upon by the membership or Executive
Board; present to the Executive Board such measures
considered desirable to further the objectives and broaden
the effectiveness of the association; appoint committees
as the need arises; present plans for future conferences
to the Executive Board for approval; act as official
spokesperson for SALIS; and perform all duties incident
to the office of the Chair and such duties as may be
prescribed by the Executive Board. The Chair shall also
work with the Executive Director and Executive Board
to establish and maintain SALIS Home and to oversee
collection and preservation of SALIS historical documents
related to meetings, annual reports, financial documents,
and the like.
Section
4. The Chair-Elect shall assume the position of
Chair at the end of a one-year term, or in the event
the Chair vacates that office. The Chair-Elect shall
perform the duties of Chair whenever the Chair is absent
or unable to serve; act as liaison with Committee and
Special Interest Group Chairs, including collecting
their annual reports; and perform such duties as assigned
by the Executive Board.
Section
5. The Past Chair shall assume this position following
the one-year post as Chair. Past Chair shall serve as
a head the Nominating Committee and perform those duties
assigned by the Executive Board.
Section
6. The Secretary shall perform the usual duties
of that office, including the recording and distribution
of the minutes of Executive Board meetings, membership
meetings, and those assigned by the Chair. The Secretary
shall liaise with SALIS Home to achieve duties and goals
related to membership, distribution of official documents,
and the like, and perform those duties assigned by the
Executive Board.
Section
7. The Treasurer shall perform the usual duties
of that office, such as maintaining the funds of the
organization and preparing an annual financial report
for the membership, overseeing fiscal responsibilities
as needed, and performing those duties assigned by the
Executive Board.
Section
8. Members-at-Large shall serve as the Tellers Committee
except when appearing on the ballot, in which case the
Member-at-Large shall appoint their replacement (see
Article VIII, Sec. 4.) Members-at-Large must participate
in at least one a committee or SIG and shall also perform
other duties as assigned by the Executive Board.
Section
9. A Member Emeritus may be designated by the Executive
Board to provide wise counsel and guidance as requested.
Section
10. Specific duties for all officers are detailed
in the SALIS Manual.
ARTICLE VI. MEMBERSHIP MEETINGS
AND BUSINESS PROCEEDINGS.
Section 1. Electronic
conferencing and voting methods may be used at the discretion
of the Executive Board.
Section 2.
General business meetings of all members, hereinafter
referred to as "membership meetings," shall
be held at such a time and place as determined by the
Executive Board, with the aim of meeting annually at
the SALIS conference.
Section 3.
Motions shall be put to a vote of the entire membership
at the discretion of the Executive Board.
Section 4.
There are two methods for voting on motions: (a) In
the case of face-to-face voting, at least 20% of the
total voting members need to be physically present,
and of that percentage a majority vote is necessary
for adoption; and (b) In the case of electronic voting,
all members shall be notified electronically, with a
closing date for the return of votes established by
the Executive Board. The motion presented shall be resolved
by a two-thirds vote provided that at least 40% of ballots
sent shall have been returned.
ARTICLE VII. COMMITTEES AND
SPECIAL INTEREST GROUPS (SIGs).
Section
1. Committees (standing and ad hoc) and Special
Interest Groups (SIGs) shall be established, appointed,
approved, or dissolved by the Chair as determined by
the Executive Board. Each committee and SIG shall elect
a Chair, who shall present to the Chair-Elect a written
report of the group's activities of the preceding year
for presentation to the Executive Board. Additional
reports may be submitted as needed or as requested.
Section 2. Funds
for committee and SIG expenses shall be authorized by
the Executive Board through an annual allotment upon
submission of an estimated budget
Section 3. Committees
and SIGs shall meet at the time of the conference, and
at other times as determined by their respective members.
ARTICLE VIII. NOMINATIONS AND
ELECTIONS.
Section 1. A
Nominating Committee for the election of officers shall
consist of three members. The Past Chair of SALIS shall
be Chair of the Nominating Committee, and shall appoint
two other members to the Committee.
Section 2. The
Nominating Committee shall send to all SALIS members
a ballot listing the positions to be filled and a slate
of nominees who have consented to serve. This mailing
shall be done at least three months before the membership
meeting.
Section 3. The
Tellers Committee shall receive and tally all ballots
14 days following the request to vote. The Tellers Committee
shall verify and report the election results to the
members within five days of the close of voting. The
candidate with the highest number of votes shall be
elected.
Section 4. In
the case of a tie vote, the Chair shall order a new
election for that position.
Section 5. Executive
Board members and officers shall assume the duties of
their positions at the close of the annual conference.
ARTICLE IX. FINANCES.
Section 1. The
fiscal year of SALIS shall be determined by the Executive
Board.
Section 2. Financial
resources may be appropriated for SALIS Home operations,
conferences, and other reasons as deemed appropriate
by the Executive Board.
Section
3. The Executive Board may authorize any Board member
or agent of SALIS to enter into any contract or execute
or deliver any instrument in the name of and on behalf
of SALIS. Such authority may be general or confined
to specific instances.
Section
4. All checks, drafts, or other orders for the payment
of money, notes, or other evidence of indebtedness issued
in the name of SALIS shall be determined by the Executive
Board and signed by the Executive Director. In the absence
of such determination by the Executive Board, such instruments
shall be signed by the Chair or by the Treasurer of
SALIS.
Section
5. All SALIS funds shall be deposited to the credit
of SALIS in such banks, trust companies, or other depositories
as the Executive Director may recommend and the Executive
Board may select.
ARTICLE X. PUBLICATIONS.
Section 1. SALIS
shall publish an official newsletter and maintain a
website and other information dissemination tools as
the Executive Board may authorize.
Section 2. SALIS
shall not be responsible for written or verbal statements
expressed by its members, except for those authorized
by the Executive Board.
ARTICLE XI. LIMITATION
OF LIABILITY AND INDEMNIFICATION.
Section
1. The personal liability of the officers, committee
members, and employees of SALIS is hereby eliminated
to the fullest extent permitted by the Act and the IRC.
Section 2. SALIS
shall, to the fullest extent permitted by the Act and
the IRC, indemnify and hold harmless each officer, committee
member, and employee of SALIS from and against any and
all liabilities, costs and expenses (including attorneys'
fees and expenses) reasonably incurred by him or her
or on his or her behalf in connection with any legal
action or proceeding to which he or she may be a party
by reason of his or her being or having been an officer,
committee member, or employee of SALIS, or by reason
of any action alleged to have been taken or omitted
by him or her in such capacity. The indemnification
provided for herein shall not be deemed exclusive of
any other rights to which those indemnified may be entitled
under any, agreement, vote of disinterested directors,
or otherwise, both as to action in his or her official
capacity and as to action in any other capacity while
holding such office. Such indemnification shall continue
as to a person who has ceased to be an officer, committee
member, or employee of SALIS, and shall inure to the
benefit of the heirs, executors, administrators, beneficiaries,
and other successors in interest or obligation of such
person. SALIS shall be authorized but not required to
purchase insurance for the purpose of the indemnification
provided for herein provided, however, that such indemnification
shall not be limited by the scope or extent of such
insurance.
ARTICLE XII. AMENDMENTS.
Section 1. Amendments
to these bylaws may be proposed by the Executive Board
or by petition of ten full members. Amendments originating
in the Executive Board shall be approved by a majority
of the Executive Board before submission to the membership
for approval. Proposals originating by petition shall
be submitted to the Executive Board, and shall be presented
to the membership with the recommendation of the Executive
Board.
Section
2. Notice of a proposed amendment to these bylaws
shall be sent to each voting member at least one month
before a vote is taken.
Section
3. These bylaws may be amended by a two-thirds
vote of the membership, provided that at least 40% of
the Members eligible to vote shall have voted.
ARTICLE XIII. DISSOLUTION.
Upon
dissolution of SALIS, the Executive Board shall, after
paying or making provision for the payment of all of
the liabilities of SALIS, dispose of the assets of SALIS
in such manner, or to such organization or organizations
operated exclusively for charitable, educational, or
scientific purposes as described under section 501(c)(3)
of the Internal Revenue Code of 1986 (or the corresponding
provision of any future United States Internal Revenue
Law), as the Executive Board shall determine.
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