Baylaws/Articles of Incorporation
Articles of Incorporation
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.
Introduction to Bylaws of SALALM (2013)
In 2010 the Constitution and Bylaws Committee of SALALM proposed that the first section of the Basic Documents of SALALM be revised. Since 1985, the first section consisted of three documents: Constitution, Bylaws and Articles of Incorporation. It is the Committee’s recommendation that the Constitution and Bylaws documents (which had been reproduced in a 1998 ed.) be reformatted into a single document and renamed Bylaws of SALALM. One reason for this proposal was that most peer institutions have only one governing document, and another reason was practicality—the cross-referencing that existed between the Constitution and Bylaws was many times difficult to follow and, in some cases, circular. The proposal was approved by the Executive Board.
During 2010-2011, Constitution and Bylaws Committee member Jane Garner, one of the drafters of the original SALALM Constitution and Bylaws documents, created a single draft document combining the contents of the 1998 ed. of the Constitution and Bylaws of SALALM. After three years of work refining and updating that document, to ensure that all content from the former two documents was contained in the new document and to include revisions representing current terminology and procedural realities approved by the Executive Board (e.g., Executive Secretary is now called Executive Director, Nominations committee now organizes and runs digital elections), the Constitution and Bylaws Committee, under the leadership of Rafael Tarragó (Chair, 2010-2013), produced a final draft, that was presented to the SALALM membership for approval, as required by the Constitution (1998 ed.), at the business meeting of the membership during the 58th annual meeting of SALALM that took place in Miami in May 2013. During that meeting, on 22 May 2013, the new, single document called simply Bylaws of SALALM, was amended and approved. This single document supersedes the two documents in effect until that year (Click here to view the archived copy of SALALM’s secretariat documents).
John B. Wright
BYLAWS OF SALALM ADOPTED AS AMENDED ON 22 MAY 2013
Bylaws of SALALM
Name and Status
Section 1. Name
The name of this corporation shall be THE SEMINAR ON THE ACQUISITION OF LATIN AMERICAN LIBRARY MATERIALS, Inc., referred to hereinafter as “SALALM.”
Section 2. Status
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.
Mission and Purposes
Section 1. Mission Statement
SALALM supports research and teaching on Latin America and the Caribbean and Iberia, and increased awareness of the regions by identifying and collecting information resources, developing discovery tools and providing research services.
Section 2. Purposes
The purposes of SALALM shall be:
a) To provide for a professional association in which scholars, librarians, book sellers and others concerned with information resources in support of Latin American Caribbean and Iberian studies programs can discuss matters and carry out activities of common interest.
b) To promote the improvement of library, bibliographic, and research services on Latin America the Caribbean and Iberia through such programs and activities as may be appropriate and feasible.
c) To promote cooperative efforts to achieve better library collections and services as a means of encouraging and advancing international understanding of Latin America the Caribbean and Iberia. There was another amendment to this section that I failed to write down
Section 3. Activities
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 all formats in the libraries of all Latin American and Caribbean republics;
b) Furthering cooperation among professors, librarians, and specialists in Latin American Caribbean and Iberian studies that enhances the development of library resources 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 resources, 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 publishing and bibliographic compilation 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 resources and their acquisition or access 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, Caribbean and Iberian 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 association;
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 association;
m) Without limitation or restriction upon any of the specified powers and purposes of the association, 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.
Section 1. Membership
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 these Bylaws.
Section 2. Classification
The membership of SALALM shall consist of Personal Members, Institutional Members, and Sponsoring 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 Caribbean and Iberian 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 Caribbean and Iberian studies in or outside the United States.
3. Paraprofessional Members shall be those engaged in librarian tasks without the title.
4. Life Members are long-standing members elected by the Regular Members of SALALM for distinguished work in the field of improved library support for Latin American, Caribbean and Iberian studies and research, as well as to the development of SALALM.
5. Emeritus Members are scholars, specialists, librarians, and others interested in the improvement of library services for Latin American, Caribbean and Iberian studies and research who have retired from their professional responsibilities.
b) Institutional Members shall include schools, universities, libraries, institutions, associations or societies, government agencies, international organizations, and other organizations interested in library support for Latin American, Caribbean, and Iberian studies and research.
c) Sponsoring 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.
Section 3. Rights and Privileges
Only Personal Members in good standing shall be eligible to vote, to be officers, to serve on the Executive Board and on committees, and to subscribe to the SALALM Personal Members communication forum. To be eligible to vote on a particular matter, dues must be paid at least 60 days prior to the date of that vote.
Personal Members, except Student Members, Paraprofessional Members, Emeritus Members, and Life Members shall receive further the Papers of the Annual Meeting of the Seminar on the Acquisition of Latin American Library Materials.
Institutional Members and Sponsoring Members shall further receive the Papers and publications that SALALM may publish from time to time, including special bibliographies and studies.
General communications from SALALM Headquarters will be distributed to all classes of members in good standing, as relevant to the type of membership.
Section 1. Annual Dues
All members except Life Members shall pay dues. Dues shall be proposed by the Executive Board upon recommendation of the Finance Committee and shall be approved by the membership. Lapsed members may rejoin SALALM upon payment of dues for the current year.
Section 2. Payment of Dues
Dues shall be payable on September 1 of each year. Members whose dues are unpaid by October 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.
Section 3. Financial Accounting
a) Fiscal Year
The fiscal year of SALALM shall be September 1 to August 31 inclusive. The fiscal year shall govern all business and activities of the association except as otherwise provided in the Bylaws.
b) Annual Budget
The Finance Committee shall prepare the annual budget with the assistance of the Treasurer and Executive Director and with the advice of the 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.
c) Financial Obligations and Disbursements
1. 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 a majority of the Executive Board.
2. Disbursements shall be substantiated by receipts.
3. The Executive Board may set from time to time a limit to the amount of expenditures it will authorize for items not included in the annual budget.
d) 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.
Section 1. Officers
All officers shall be Personal Members of SALALM and shall be of two (2) kinds: elected and appointed. The officers of the association shall be: a President; a President-Elect; an Executive Director; and a Treasurer. The President-Elect shall be elected and advance automatically to the office of President. The Executive Director and the Treasurer shall be appointed by the Executive Board. The same person may not hold two offices simultaneously.
Section 2. Executive Committee
The President, Executive Director, 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 Director, and Treasurer shall perform the duties pertaining to their respective offices as prescribed by these Bylaws, and such other duties as may be approved by the Executive Board.
a) President. The President shall preside at all business sessions of SALALM and meetings of the Executive Board, shall be in charge of the annual conference program, may establish task forces to address issues of concern, and performs any other duties as specified in these Bylaws.
b) President-Elect. The President-Elect shall preside at meetings in the absence of the President; shall serve as advisor to the Finance Committee in preparing the annual budget for the year during which he/she will be President; and in preparation for his/her year as President, selects in advance new chairs of committees as required, these to be announced at the annual meeting at which he/she assumes the office of President.
c) Executive Director. The Executive Director shall be in charge of the administrative activities of SALALM and of its employees. The Executive Director shall maintain the official records of the association; make periodic reports to the membership; make authorized changes in the association’s official documents, or delegate this task appropriately; convoke and assist in planning meetings; coordinate annual meetings; serve on the Executive Board, the Executive Committee, Local Arrangements, Editorial Board, and the Finance Committee; and perform all duties customary to the office and those assigned by the Executive Board. The Executive Director may be a salaried executive officer.
d) Treasurer. The Treasurer oversees the financial accounts of SALALM, is responsible for making financial reports to the membership and to the Executive Board, and is responsible for the preparation of tax returns as required by the government of the United States as well as any applicable state returns, and shall carry out such other duties as are specified in the Bylaws.
Section 4. Nominations
The President shall appoint a Nominating Committee of three persons, which shall present a ballot for President-Elect and for Members-at-Large of the Executive Board, count the votes, and announce the winners. No member of the Nominating Committee may be a candidate for office. The eligibility requirements to be a candidate for President-Elect and Member-at-Large shall be published in the Operational Handbook.
Each year the Nominating Committee shall nominate candidates for two Member-at-Large vacancies on the Executive Board for three-year terms.
Section 5. Elections
a) Election shall be by ballot.
b) Write-in names may be added on the ballot.
c) For the office of 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.
Section 6. Appointments
The President-Elect, with the advice and majority consent of the Executive Board, shall appoint all other officers and all committees of the association 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 association shall be appointed to committees.
Section 7. Terms of Office
Terms of all officers and all elected members of the Executive Board shall begin with the adjournment of the annual conference.
a) President. The President shall serve a one-year term and upon retirement shall remain as a member of the Executive Board for one year.
b) President-Elect. The President-Elect shall serve a one-year term and shall advance automatically to the office of President for a one-year term. In the event of not advancing to the presidency, nominations and elections for the presidency shall be as prescribed in the Bylaws.
c) Executive Director. The Executive Director shall be appointed by the Executive Board and shall hold office at its pleasure.
d) Treasurer. The Treasurer shall be appointed by the Executive Board for a four-year term and may be reappointed without limit.
Section 8. Vacancies
a) President and President-Elect. In the event that a vacancy occurs in the office of the President, the duties of the President shall fall upon the President-Elect who shall serve as President through the current and succeeding year terms. If neither the President nor the President-Elect 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 President-Elect shall be elected.
b) Executive Board. Vacancies on the Executive Board shall be filled by the President with advice and majority consent of the Executive Board for the unexpired term.
Section 9. Removal from Office
The Executive Board through majority vote may remove any officer or Member-at-Large who fails to perform the duties of the office or who no longer meets the qualifications for office.
Section 1. Composition
a) The Executive Board shall be composed of: the immediate Past President, the officers of the association, and six elected Members-at-Large.
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. Members-at-Large are expected attend the annual conference, and all Executive Board meetings. They are to be the ear of the Executive Board, bringing to Executive Board meetings any issues that they (a) are especially asked to raise by a member; or (b) that they observe on their own that they need to be addressed. They may be assigned specific tasks by the President.
Section 2. Duties of the Executive Board
a) The Executive Board shall administer the affairs of the organization, and for corporate purposes is considered to be its Board of Directors.
b) 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 association as specified in Article II of the Bylaws 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 conferences and meetings of the members. It shall control and manage all real and personal property belonging to SALALM; shall receive gifts, grants, and donations; and approve and implement annual budgets.
Section 3. Meetings of the Executive Board
The Executive Board shall meet 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 convene, the President may call upon its members to vote on urgent matters. The call shall be announced to all members of the association through the SALALM Personal Members communication forum, and their vote read into the minutes of the next regular meeting of the Board.
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 mission and purposes of SALALM.
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 Bylaws. Their names, function, size, composition, manner of selection, and terms of appointment shall be established by the Executive Board upon recommendation of the Policy, Research and Investigation Committee (PRI). Committee regulations shall be described in the Operational Handbook.
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 conference at least two months in advance. The annual Seminar shall include a business meeting of the membership.
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 required and only business specified in the call shall be transacted.
Section 3. Quorum and Voting
A quorum at a regular or special business meeting shall be a majority of the Personal Members present at that meeting. 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 Director, the representative of the institution which is host to the annual conference 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.
Section 5. Registration Fees
The Executive Board will determine the basic registration fee for meetings of SALALM.
Headquarters and Languages
Section 1. Headquarters
SALALM is chartered in Washington, D.C., and its Headquarters shall be domiciled in whatever institution the Executive Board shall designate.
Section 2. Official languages
The official languages of SALALM shall be English, Spanish, and Portuguese.
Section 3. Working languages
The working languages of SALALM shall be English, Spanish, and Portuguese.
Section 4. Conference papers
Papers may be submitted in any of the working languages of SALALM. The procedures for submissions will be indicated in the Operational Handbook.
Section 1. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern SALALM in all cases to which they are applicable and in which they are not inconsistent with the Bylaws and any special rules of order SALALM may adopt.
Section 1. Proposals for amending the Bylaws
a) may be submitted to the chair of the Bylaws Committee by any member or committee;
b) shall by studied by the Bylaws Committee and recommendations for changes submitted to the Executive Board for approval before they are submitted for a vote by the Personal Members.
Section 2. Notification of proposed amendments
The proposed text of all amendments to be submitted to the Executive Board shall be provided to the membership at least 10 days in advance of the annual business meeting.
Section 3. Voting
a) Approval of an amendment shall require a two-thirds (2/3) affirmative vote of the total votes cast either
1. in person at the annual business meeting; or, if ordered by the assembly
2. a mail ballot submitted to all eligible Personal Members.
b) If a mail ballot is ordered, the Executive Director will fix the time for the beginning and closing of the balloting and will be responsible for distributing the ballots. The ballots shall contain the full text of the proposed amendments.
c) Amendments may themselves be amended at the annual business meeting by a majority vote of those present and voting; however, the mail ballot will permit voting only for or against an amendment with no changes allowed.
Section 4. Revisions of the Bylaws
The procedure for adopting a revision, which is a completely new set of Bylaws, shall be the same as for amendments to the Bylaws.
Section 5. Approved amendments or revisions shall take effect immediately upon adoption, unless the Bylaws state otherwise.
Section 6. Publication
The Bylaws as amended or revised shall be published on the SALALM website and maintained in print form at the Secretariat.
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 association. 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.
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