Constitution/Bylaws/Articles of Incorporation
Table of Contents
From its initial meeting in 1956 until the twelfth conference in 1967, the Seminar on the Acquisition of Latin American Library Materials (SALALM) existed as an informal organization under the sponsorship of the Organization of American States. In January, 1968 SALALM was incorporated in the District of Columbia as a nonprofit corporation, and at XIII SALALM, held June 20-22, 1968, at the University of Kansas in Lawrence, the Constitution and Bylaws governing the new association were adopted. These, with the Articles of Incorporation, were published by the General Secretariat of the Organization of American States in 1968 under the title Basic Documents of the Seminar on the Acquisition of Latin American Library Materials, Inc. (Cuadernos Bibliotecológicos, 45).
Following a series of amendments to the Constitution and Bylaws (in 1969, 1971, 1974, and 1975), a revised text was issued in 1975 by the SALALM Secretariat, then at the University Library, University of Massachusetts at Amherst. The second edition of the Basic Documents was expanded to include, in addition to the Constitution and Bylaws as amended and the Articles of Incorporation, the “SALALM Committee Regulations” and “Organizational Responsibilities of SALALM Officers and Committees,” two independently developed but closely interrelated documents. (Their history is set forth in the Introduction to the second edition.)
At XXI SALALM, held May 2-6, 1976, at Indiana University in Bloomington, the following two resolutions were approved:
“23. That all committees and subcommittees which have not already done so be asked to submit to the Committee on Policy, Research and Investigation by the Midwinter 1977 meeting, a statement of their charge as they understand it, including definition and scope of activities, so that a revised and complete list of committee responsibilities can be prepared by the Committee on Policy, Research and Investigation, and submitted to the Executive Board and membership.
27. That a Supplement to the Basic Documents of SALALM be prepared, including a complete listing of committee responsibilities as soon as this is compiled, and that a third edition of the Basic Documents be published with an index as soon as finances permit.”
By 1979 the Committee on Policy, Research and Investigation had completed its review of committee structure and responsibilities as directed by Resolution 23, and its recommendations were accepted by the Executive Board on June 17, 1979, at XXIV SALALM.
In the meantime, the Constitution and Bylaws Committee, working on the third edition of the Basic Documents to fulfill Resolution 27, decided to create an “Operational Handbook,” which would not only supersede the documents, “SALALM Committee Regulations” and “Organizational Responsibilities of SALALM Officers and Committees,” but also include other basic documents produced and approved after 1975. “Duties of Officers and Other Members of the Executive Board,” previously a part of “Organizational Responsibilities of SALALM Officers and Committees,” was chosen as the first section of the Handbook.
The second section of the Handbook was allocated to “Committees,” subdivided into “Regulations,” “Structure,” (both formerly in “SALALM Committee Regulations”), and “Functions” (formerly a part of “Organizational Responsibilities of SALALM Officers and Committees”). The text of the subsections on committee structure and functions was that originating with the Committee on Policy, Research and Investigation (noted above), which replaced statements adopted in previous documents.
The final two sections of the Handbook were dedicated to a policy statement regarding the responsibilities of host institutions holding annual conferences and one on the SALALM archives.
The “Operational Handbook” was approved in principle by the Executive Board on June 22, 1979, at XXIV SALALM, with the understanding that it would be revised as necessary to reflect the practices, rules, and regulations in force at the time of its publication.
In preparing the present text of the Constitution and Bylaws, the Constitution and Bylaws Committee has incorporated all amendments made to date. Copies of the amendments are on file at the SALALM Secretariat and at the Office of the Recorder of Deeds, District of Columbia.
Constitution and Bylaws Committee
During the 29th annual meeting of SALALM, held in 1984 at the University of North Carolina, Chapel Hill, the Constitution and Bylaws Committee proposed to the Executive Board that the Basic Documents of SALALM, comprised of two main and distinct sections, (a) the Constitution, Bylaws, and Articles of Incorporation, and (b) the Operational Handbook, be published in the future as two physically independent publications. In addition, a proposal for a third independent volume of the codification of the decisions of the Executive Board was put forward. The Executive Board approved these proposals at its meeting of June 3, 1984.The 1985 edition of the Operational Handbook includes all the amendments proposed since the publication of the 1981 edition, and framed by the Constitution and Bylaws Committee to reflect actions of the Executive Board.
Sara de Mundo Lo
Constitution and Bylaws Committee
Since the Constitution, Bylaws, and Articles of Incorporation were published in 1985, only one word has been changed. At SALALM XXXVII held in Guadalajara, Mexico, in 1993, the membership voted to change “other” to “selected” in the last sentence of the first paragraph of Section 2, Article I of the Bylaws.
Gender: The masculine, feminine, and neuter genders as used in the Constitution and Bylaws and other Basic Documents of the Seminar on the Acquisition of Latin American Library Materials import one another.
Article I. Name and Status
Section 1. The name of the body shall be THE SEMINAR ON THE ACQUISITION OF LATIN AMERICAN LIBRARY MATERIALS, referred to hereinafter as “SALALM.”
Section 2. SALALM shall be a nonprofit corporation that shall qualify and remain qualified as exempt from federal income tax under Section 501 (c) (3) of the United States Internal Revenue Code of 1954, as the same may be amended from time to time.
Article II. Purposes
Section 1. The purposes of SALALM shall be: to promote the improvement of library services in support of study and research activities in Latin American and inter-American Affairs; to provide an association for study programs in which scholars, librarians and others interested in book and library resources relating to Latin American and inter-American studies can discuss problems, and carry out programs of common interest; and to promote cooperative efforts to achieve better library services as a means of encouraging and advancing international understanding in the Western Hemisphere.
Section 2. In pursuance of these purposes, SALALM shall carry on the following and related activities:
a) Encouraging and advancing international understanding among the people of the Americas, especially through the stimulation of the wider availability of works in published or photocopied forms in the libraries of the Hemisphere;
b) Furthering cooperation among professors, librarians and specialists in inter-American and Latin American studies in the Hemisphere so as to aid the development of library collections for the support of educational research, institutions and programs;
c) Supporting and, as appropriate, promoting, conducting, or participating in research and studies of current and potential problems in the production, distribution and use of library materials, and in the compilation of bibliographies useful for educational and research purposes;
d) Sponsoring, supporting, or participating in the preparation, publication, and dissemination of information related to the purposes stated in this article;
e) Maintaining relations and exchanging reports, works and publications with similar scientific and educational institutions and associations and international organizations;
f) Serving as an information center on book publishing and bibliographic compilation in the Hemisphere for its members, facilitating the exchange of bibliographic information and documents;
g) Sponsoring, supporting, conducting, or participating in educational programs to serve the purposes stated in this article;
h) Sponsoring, conducting or participating in periodic meetings, including scientific, library, and bibliographic conferences, seminars, or round tables on topics related to the publishing, distribution and use of books and other printed materials and their acquisition by libraries, as well as in library development in general;
i) Promoting the establishment of similar associations and activities in any of the American countries or in other countries where there is teaching and research interest in Latin American and inter-American studies;
j) Raising funds and accepting contributions of money, materials, property, services, and trained personnel for the activities stated in this article;
k) Buying, owning, receiving, accepting, selling, conveying, assigning, mortgaging, or otherwise exercising all privileges of ownership over any real estate and any personal property necessary or incident to the scientific and educational nonprofit purposes of the organization;
l) Entering into any kind of activity, and performing and carrying out contracts and agreements of any kind necessary to, in connection with, or incidental to the accomplishment of any one or more of the purposes of the organization;
m) Without limitation or restriction upon any of the specified powers and purposes of the organization, engaging in any permitted and lawful activity in furtherance of the purposes and objectives for which SALALM is established and as may be incidental, necessary, or convenient in connection with its purposes, objectives and business and which may be calculated directly or indirectly to further the intention, purposes, and objectives of SALALM.
Notwithstanding any provision in the foregoing paragraphs which may be construed to the contrary, SALALM shall not engage in any activities other than those necessary to carry out its purposes in a manner consistent with the requirements of the Internal Revenue Code of 1954, as presently enacted or as hereafter amended, and related sections of the law.
(see also: Bylaws, Art. I)
Section 1. Any person, library or other organization interested in the purposes of SALALM may become a member upon payment of the dues as provided for in the Bylaws.
Article IV. Officers and Executive Committee
Section 1. Officers. The officers of the organization shall be: a President; a Vice-President (President-Elect); an Executive Secretary; and a Treasurer. The Executive Secretary shall be appointed by the Executive Board, and shall hold office at its pleasure. The Treasurer shall be appointed by the Executive Board for a four-year term and may be reappointed without limit. Only Personal Members shall have the right to hold office.
Section 2. Executive Committee. The President, Executive Secretary, and the Treasurer shall constitute the Executive Committee of SALALM and shall have the responsibility to take urgent administrative measures as well as other duties as specified in the Bylaws.
Section 3. Duties of Officers. The President, President-Elect, Executive Secretary, and Treasurer shall perform the duties pertaining to their respective offices and such other duties as may be approved by the Executive Board.
a) President. The President shall serve a one-year term and upon retirement he shall remain as a member of the Executive Board for one year.
b) Vice-President. The Vice-President is President-Elect and shall serve the first year after election as Vice-President, the second year as President, and the third year as immediate Past President In the event he does not advance to the presidency, nominations and elections for the presidency shall be as prescribed in the Bylaws for the vice-presidency. [See Bylaws, Art. III]
c) Executive Secretary. The Executive Secretary shall be in charge of secretarial activities of SALALM and of its personnel, shall plan and convoke meetings, and perform all duties customary to the office, or that may be assigned to him by the Executive Board. He may be a salaried executive officer. He shall present reports of his action.
d) Treasurer. The Treasurer, under the direction of the Executive Board, shall be custodian of the funds of the organization and shall carry out such other duties as are specified in the Bylaws. [See Bylaws, Art. VI]
Section 4. Vacancies. In the event of the absence, death, resignation, or incapacity of any of the officers, replacement shall be made in accordance with the provisions of the Bylaws. [See Bylaws, Art. IV]
Section 5. Appointments. The President, with the advice and majority consent of the Executive Board, shall appoint all other officers and all committees of the organization as specified in the Bylaws and others found appropriate from time to time, and shall fix the compensation of all paid officers and employees. Only Personal Members of the organization shall be appointed to committees except by authorization of the Executive Board.
Section 6. Terms of Office. Terms of all officers and all elected members of the Executive Board shall begin with the adjournment of the annual conference.
Article V. Executive Board
Section 1. The Executive Board shall administer the affairs of the organization, and for corporate purposes is considered to be its Board of Directors.
a) The Executive Board shall be composed of: the immediate Past President, the officers of the association, the Rapporteur General of the annual conference, six elected Members-at-Large, and the Host Representative as a member for a two-year period beginning in the conference year during which this person is Host Representative.
b) The terms of the elected Members-at-Large shall be for three years. Two shall be elected each year as specified in the Bylaws.
c) The Rapporteur General shall be appointed by the Executive Secretary and shall serve as a member of the Executive Board in an ex officio non-voting capacity.
d) The Host Representative shall serve as an ex officio non-voting member of the Executive Board.
Section 2. Duties of the Executive Board. The Executive Board shall be responsible for administering, directing, and managing the affairs and property of SALALM and for carrying out the purposes of the organization, as specified in Article II of the Constitution and in the applicable laws of the District of Columbia and of the federal government, and for implementing the agreements and resolutions adopted at the congresses and meetings of the members. It shall control and manage all real and personal property belonging to SALALM and shall receive gifts, grants, and donations and approve and implement annual budgets.
Section 3. Meetings of the Executive Board. The Executive Board shall meet as frequently as the interests of the association dictate, and at least once a year.
Section 4. Quorum and Voting. The Executive Board shall reach its decisions by a majority of the members present and voting. A quorum shall be constituted by a majority of members. When the Board is unable to meet, its members may be consulted on urgent matters by correspondence or telephone through the Executive Secretary.
Section 5. Special Projects. The Executive Board may determine the nature and procedure of special projects recommended at the meetings of members of SALALM or which during the course of the year it deems desirable in fulfillment of the objectives of SALALM.
Article VI. Meetings
(see also: Bylaws, Art. II)
Section 1. General and specialized meetings of SALALM will be held in accordance with the provisions of the Bylaws.
Article VII. Bylaws
Section 1. All proposals for amending the Bylaws shall be referred to the Executive Board. Bylaws may be adopted, suspended and amended by a majority vote of the Personal Members present at a general meeting of SALALM or casting ballots in a mail vote within 30 days following a mailing by the Executive Secretary of a request for such a vote.
Article VIII. Amendments
Section 1. All proposals for amending the Constitution shall be referred to the Executive Board. The Constitution may be amended by a two-thirds vote of the Personal Members present at a general meeting of SALALM or by a majority of those Personal Members who vote within 30 days following a mailing by the Executive Secretary of a request for such a vote.
Article I. Membership
(see also: Constitution, Art. III)
Section 1. The membership of SALALM shall consist of Personal Members, Institutional Members, and Special Members.
a) Personal Members
1. Regular Members are scholars, specialists, librarians and others who have responsibility for or interest in the improvement of library services for Latin American and inter-American studies and research.
2. Student Members shall be students enrolled at least half-time in either a library school or in a program of Latin American or inter- American studies in or outside the United States.
3. Honorary Members shall be elected by the Regular Members of SALALM for distinguished work in the field of improved library support for Latin American and inter-American studies and research.
4. Emeritus Members are scholars, specialists, librarians, and others interested in the improvement of library services for Latin American and inter-American studies and research who have retired from their professional responsibilities.
b) Institutional Members shall include schools, universities, libraries, institutions, associations or societies, government agencies and international organizations, and other organizations interested in library support for Latin American and inter-American studies and research.
c) Special Members shall be individuals and agencies, public and private, which contribute to sustaining the regular or special programs and activities of SALALM and which aid it in the achievement of its objectives, and who are invited by the Executive Board to special membership.
Section 2. Dues, Rights, and Privileges. Only Personal Members in good standing shall be eligible to vote, to be officers, and to serve on the Executive Board and on Standing Committees. All classes of members in good standing shall equally receive general communications of the SALALM Secretariat and the SALALM Newsletter. Personal Members except Student Members and Emeritus Members, shall receive further the Papers of the Annual Meeting of the Seminar on the Acquisition of Latin American Library Materials. Institutional Members and Special Members shall further receive the Papers and selected publications that SALALM may publish from time to time, including special bibliographies and studies.
Dues shall be payable on September l of each year. Dues shall be proposed by the Executive Board upon recommendation of the Finance Committee and shall be approved by the membership. Members whose dues are unpaid by December 31 of each year and who shall continue such delinquency for one month after notice of the same has been sent, shall be dropped from membership and shall no longer be entitled to the privileges of membership as set forth in Article I, Section 2, of the Bylaws. Lapsed members may rejoin SALALM upon payment of dues for the current year.
a) Fiscal Year. The fiscal year of the organization shall end August 31. The fiscal year shall govern all business and activities of the organization except as otherwise provided in the Constitution and Bylaws.
b) Conference Year. The conference year shall be that period beginning with the adjournment of the annual Seminar and ending with the adjournment of the next succeeding annual conference.
c) Membership Year. The membership year for SALALM shall begin on September 1.
Article II. Meetings
(see also: Constitution, Art. VI)
Section 1. The Annual Seminar. SALALM shall hold a program meeting once a year at a time and place determined by the Executive Board. All members shall be notified of the holding of the annual Seminar at least two months in advance.
Section 2. Special and Regional Meetings. Special and regional meetings of SALALM may be called by the Executive Board, such as a meeting at the annual Midwinter Meeting of the American Library Association. Only one month’s notice shall be given and only business specified in the call shall be transacted.
Section 3. Quorum and Voting. A majority of those personal members present shall constitute a quorum. Resolutions, recommendations, and decisions of the meetings shall be adopted by a majority of those voting. Votes by mail may be cast at the discretion of and in the manner prescribed by the Executive Board.
Section 4. Conference Planning Committee. The Conference Planning Committee shall be composed of the President, the Executive Secretary, the representative of the institution which is host to the annual Seminar or other duly called meetings, and those persons who may be appointed to assist in local planning for the meeting. The Conference Planning Committee shall have responsibility for everything concerning local arrangements and may, in agreement with the Executive Board, have the responsibility for the pre-printing of the working papers and other documents of the meeting.
Section 5. Registration Fees. The Executive Board will determine the basic registration fee for meetings of SALALM.
Article III. Nominations and Elections
Section 1. The President shall appoint a Nominating Committee of three persons which shall present a ballot for Vice-President (and President-Elect) and for Members-at-Large of the Executive Board, such list to be submitted to the President at least six weeks before the announced date of the annual Seminar. No member of the Nominating Committee may be a candidate for office.
a) Election shall be by written ballot.
b) Additional names can be written in on the ballot form.
c) Each year the Nominating Committee shall nominate candidates for two vacancies on the Executive Board for three-year terms.
Section 2. For the office of Vice-President (President-Elect), the candidate receiving the larger number of votes shall be elected; for Members-at-Large of the Executive Board, the two candidates receiving the largest number of votes shall be elected. In the case of a tie vote, the successful candidate shall be determined by lot conducted by the Nominating Committee.
Article IV. Vacancies
Section 1. President and Vice-President. In the event that a vacancy occurs in the office of the President, his duties shall fall upon the Vice-President who shall serve as President through the current and succeeding year terms. If neither the President nor the Vice-President is able to serve, the Executive Board shall elect one of its members to serve as Acting President. When a regular election is held, a President and a Vice-President shall be elected.
Section 2. Executive Board. Vacancies on the Executive Board shall be filled for the unexpired term by the Executive Board.
Article V. Committees
Section 1. All standing and special committees of SALALM as a whole shall be authorized and dissolved by the Executive Board, except as otherwise provided in the Constitution and Bylaws. Their names, function, size, composition, manner of selection, and terms of appointment shall be established by the Executive Board upon recommendation of a committee on committees. Committee regulations shall be described in a supplementary document which shall form part of the Basic Documents of SALALM.
Article VI. Financial Matters
Section 1. Annual Budget. The Finance Committee shall prepare the annual budget with the assistance of the Treasurer and Executive Secretary and with the advice of the Vice-President (President-Elect) and submit it to the Executive Board. Upon approval by the Executive Board, the budget takes effect at the beginning of the next fiscal year.
Section 2. Financial Obligations and Disbursements.
a) No officer or member may incur a financial obligation or receive, solicit, or disburse funds in the name of SALALM unless authorized to do so by two members of the Executive Committee or by the Executive Board.
b) Disbursements shall be substantiated by receipts.
c) The Executive Board shall set from time to time a limit to the amount of expenditures it will authorize for items not included in the annual budget, funds to be disbursed by the Treasurer with the approval of the Executive Secretary.
Section 3. Annual Audit. At the discretion of the Executive Board, an annual audit may be made by a commercial auditor. An annual report of the expenditures and of the fiscal status of SALALM shall be made to the membership.
Article VII. Headquarters and Languages
Section 1. SALALM is chartered in Washington, D.C., and its Secretariat shall be domiciled in whatever institution the Executive Board shall designate.
Section 2. The official languages of SALALM shall be those of the American Republics.
Section 3. The working languages of SALALM shall be English and Spanish.
Section 4. Working papers may be submitted in any of the languages of the American Republics.
Article VIII. Dissolution
Section 1. In the event of the dissolution of SALALM, any assets remaining after payment, satisfaction, and discharge of any existing liabilities or obligations, and after lawful provisions for the administration and disposition of any property held in trust by or for SALALM, and all other acts required to adjust and wind up its business and affairs having been done, shall be collected and distributed entirely to or among one or more organizations devoted exclusively to educational, charitable, or scientific purposes and exempt from Federal taxation. No private member or individual shall have any right, title, or interest to any remaining assets of the organization. No distribution of assets shall go to any organization any part of whose net earnings inure to the benefit of any private individual shareholder; nor shall any assets be distributable to any organization, a substantial part of whose activities is carrying on propaganda, or otherwise attempting to influence legislation, or which participates in or intervenes in any political campaign on behalf of any candidate for public office.
Article IX. Rules of Order
Section 1. The rules contained in the current edition of Robert’s Rules of Order shall govern the Seminars in all cases to which they are applicable and in which they are not inconsistent with the Constitution and Bylaws.
Articles of Incorporation
To: The Recorder of Deeds, District of Columbia
We, the undersigned, natural persons of the age of twenty-one years or more, desiring to associate ourselves as a corporation pursuant to the provisions of the District of Columbia Nonprofit Corporation Act, do hereby adopt the following Articles of Incorporation:
The name of this corporation is “THE SEMINAR ON THE ACQUISITION OF LATIN AMERICAN LIBRARY MATERIALS, INC.”
The period of duration is perpetual.
The purposes for which the corporation is organized are as follows:
1. To provide for a professional association in which scholars, librarians and others concerned with information resources in support of Latin American and inter-American studies programs can discuss matters and carry out activities of common interest.
2. To promote the improvement of library, bibliographic and research services on Latin America through such programs and activities as may be appropriate and feasible.
3. To promote cooperative efforts to achieve better library services as a means of encouraging and advancing international understanding in the Western Hemisphere.
The corporation will have members composed of individuals and institutions with such rights and privileges as are set forth in the Bylaws.
The officers of this corporation shall be elected as provided in the Bylaws.
Provisions for the regulation of the internal affairs of the corporation, including provisions for distribution of assets on dissolution or final liquidation are as follows:
It is the intention of the corporation at all times to qualify and remain qualified as exempt from federal income tax under Sections 501 (c) (6) of the U.S. Internal Revenue Code of 1954, as the same may be from time to time amended.
1. The corporation shall not be conducted or operated for profit, and no part of the net earnings of the corporation shall inure to the benefit of any member or individual other than for reasonable compensation for services rendered the corporation in pursuance of the purposes specified in Article Three;
2. No part of the net earnings or of the property or assets of the corporation shall be used other than for the objects and purposes of the corporation set out in Article Three of these Articles of Incorporation;
3. No substantial part of the activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall the corporation participate in, or intervene in (including publishing or distributing of statements) any political campaign for or on behalf of any candidate for public office;
4. No corporation or other organization shall be eligible as a donee, grantee, assignee, distributee or other transferee of the corporation unless contributions to such corporation or other organization are deductible under Section 170 (c) (1) or (2) of the U.S. Internal Revenue Code, as such sections may be amended.
In the event of a liquidation, dissolution or termination of the corporation (whether voluntary, involuntary or by operation of law), the total assets remaining after all debts have been duly satisfied shall be distributed in accordance with the Bylaws, provided that none of the property or assets of the corporation shall be made available in any way to any individual, corporation or other organization, except to one or more corporations or other organizations which qualify as exempt from federal income tax under Section 501 (c) (6) of the U.S. Internal Revenue Code of 1954, as the same may be from time to amended, or to one or more corporations or other organizations, contributions to which are deductible under Section 170 (c) (1) or (2) of said code, as the same may be from time to time amended.
The address, including street and number of its initial registered office is 1744 C Street, N.W., Washington, D.C. 20006, and the name of its initial registered agent at such address is Marietta Daniels Shepard.
The number of directors constituting the initial executive board is five (5) and the names and addresses, including street and number where applicable of the persons who are to serve as the initial board members until the first annual meeting or until their successors be elected and qualified are:
|Alice D. Ball||United States Book Exchange335 V Street N.E.Washington, D.C. 20018|
|Dr. A. William Bork||Southern Illinois UniversityCarbondale, Illinois 62901|
|Dr. A. Curtis Wilgus||1140 N.E. 19th Street, Apt. D14Miami Beach, Florida 33162|
|Mrs. Marietta Daniels Shepard||3025 Ontario Road N.W.Washington, D.C. 20009|
|Peter J. de la Garza||122 10th Street S.E.Washington, D.C. 20003|
The name and address of each incorporator is:
Mrs. Marietta Daniels Shepard
3025 Ontario Road N.W.
Washington, D.C. 20009
Mr. Peter J. de la Garza
122 10th Street S.E.
Washington, D.C. 20003
Mr. Donald F. Wisdom
5812 Massachusetts Ave.
Bethesda, Md. 20016
WITNESS OUR SIGNATURES ON this 18 day of Dec., 1967.
(signed) Marietta Daniels Shepard
(signed) Peter J. de la Garza
(signed) Donald F. Wisdom
Last modified 05/18/07