Constitution & Bylaws

ARTICLE I. ORGANIZATION

Section 1.1. Name.
    Section 1.1.  Name.   The name of the Corporation shall be the Delaware Valley Chapter of the Association of College and Research Libraries.  It is organized as a local chapter of the Association of College and Research Libraries.
    Section 1.2.  Offices.   The Corporation shall have a registered office in Pennsylvania at such location as may from time to time be determined by the Board of Directors and may have such other offices within or without Pennsylvania as may from time to time be authorized by the Board of Directors.
    Section 1.3.  Corporate Seal.   The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words, “Corporate Seal, Pennsylvania.”
    Section 1.4.  Purpose.  The purpose of the Corporation is to promote library and information services and library and information professionals in college, university and research organizations within the Delaware Valley. The Corporation shall direct and carry on a program of activities to advance:

    (a)  the standards of library and information services, in the broadest sense, in these kinds of organizations;

    (b)  the continued professional and scholarly growth of those engaged in work in these organizations; and

    (c)  close cooperation among librarians, libraries, and professional and academic groups in the area.

    Section 1.5 Restricted Activities  No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the DVC/ACRL shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other purposes not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the of the Internal Revenue Code, or corresponding future federal tax code.
    Section 1.6.  Use of Funds.  No part of the net earnings of the DVC/ACRL shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organizations shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.
    Section 1.7. Dissolution.  Upon the dissolution of the DVC/ACRL, all assets remaining at the time of dissolution will be distributed to the Friends of the ACRL, an internal unit of the American Library Association, for the purpose of funding educational programs; provided, however, that if the Friends of the ACRL is not an organization described in Section 501(c)(3) of the Internal Revenue Code, or an internal unit of such organization, the assets of the DVC/ACRL shall be distributed for one or more exempt purposes within the meaning of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
    Section 2.1.  Regular Members.   Members of the Association of College and Research Libraries may become members of the Delaware Valley Chapter upon payment of annual dues established from time to time by the Board of Directors. 
    Section 2.2.  Associate Members. Any individual interested in supporting the purpose as stated in Article I may become a member of the Delaware Valley Chapter upon payment of the annual dues established from time to time by the Board of Directors.
    Section 2.3.  Honorary Members.   The Board of Directors may award honorary memberships. Honorary membership shall be for life.
    Section 2.4.  Annual Dues.   The Board of Directors shall establish the amount of annual dues for regular and associate members.  There shall be no dues for honorary members.
    Section 2.5.  Right to Vote.   All members of the Delaware Valley Chapter shall be eligible to vote upon payment of current annual dues. 
    Section 3.1. Sections. Subject to the approval of the Board of Directors, local sections may be established under the Delaware Valley Chapter, corresponding to the sections of the Association of College and Research Libraries.
    Section 4.1.  Authorization.   Committees of the Delaware Valley Chapter as a whole shall be authorized by action of the Delaware Valley Chapter or the Board of Directors, except as otherwise provided in these Bylaws.
    Section 4.2.  Appointment of Committee Members.   Committee members shall be appointed by the President, unless otherwise provided in the action authorizing the committee or in these Bylaws.
    Section 4.3.  Discontinuance.   A committee may be discontinued only by the body which authorized it.
    Section 5.1.  General Meetings.   The Delaware Valley Chapter shall hold one annual meeting, and such other meetings as may be deemed desirable or necessary, at such time and place as may be determined by the Board of Directors.  General meetings are open to all interested in the work of the Delaware Valley Chapter.
    Section 5.2.  Section Meetings.   Meetings of sections may be held at times not conflicting with meetings called by the Board of Directors, upon direction of the chief officers of the sections.
    Section 5.3.  Board of Directors’ Meetings.   Meetings of the Board of Directors shall be held at such times as scheduled by the Board of Directors and at such additional times as called by the President or by one quarter of the Directors then in office.

    Section 5.4.  Notice of Meetings.

    (a) Membership meetings. At least two weeks’ written notice of any special general meeting of the Members or of a Section shall be delivered personally or sent by mail to each person eligible to participate in such meetings to his or her address as shown by the record of the Corporation.

    (b) Board of Directors meetings. At least five business days written notice of any special meeting of the Board of Directors shall be delivered personally or sent by mail, or electronic transmission to each Director at his or her address as shown by the record of the Corporation.  The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.

    Section 6.1.  Nominating Committee.   The President shall appoint a committee of five members to nominate candidates for elective positions within the Delaware Valley Chapter as a whole.  The members shall be appointed at such time as to enable the Committee to act four months prior to the commencement of terms of office.
    Section 6.2.  Reports of Committee.   The Nominating Committee shall report nominations to the Secretary not less than three months before the commencement of terms of office. 
    Section 6.3   Announcement of Nominations.  Nominations  shall be published by the Secretary within two weeks after receipt from the Nominating Committee.
    Section 6.4.  Nominations by Others.   Nominations other than those by the Nominating Committee, signed by no less than two members of the Delaware Valley Chapter, shall be filed with the Secretary within one week of publication of committee nominees and must be accompanied by the written consent of those nominated.
    Section 6.5.  Elections.   Elections to elective positions of the Delaware Valley Chapter may be conducted by mail vote or by an electronic voting process.  The Secretary will distribute ballots within two weeks of publication of the committee nominations.  The candidate receiving the largest number of votes shall be elected.  In case of a tie vote, the successful candidate shall be determined by lot. Elections shall be completed at least four weeks prior to commencement of terms.
    Section 7.1.  Board of Directors.   A majority of the voting members of the Board of Directors shall constitute a quorum.
    Section 7.2.  Delaware Valley Chapter.   Twenty members shall constitute a quorum for the Delaware Valley Chapter for the transaction of all business except elections to elective positions of the Delaware Valley Chapter.
    Section 8.1.  General Powers and Duties.   The Board of Directors shall have general oversight and direction of the affairs of the Delaware Valley Chapter.  It shall conduct all business pertaining to the Delaware Valley Chapter as a whole during the periods between membership meetings of the Delaware Valley Chapter.  It shall decide on the expenditure of all funds belonging to the Delaware Valley Chapter as a whole, and shall be authorized to allot such funds to sections and committees.
    Section 8.2.  Number of Directors.   The Board shall consist of the President, Vice President, immediate Past President, Secretary, Treasurer and three directors-at-large.  All of the directors shall be elected from among regular members.
    Section 8.3.  Term of Directors.   The directors-at-large shall be elected for three-year terms, which terms shall overlap so as to ensure continuity of policy.

    Section 8.4.  Vacancies.

    (a) Vacancies in the positions of Secretary, Treasurer and Director at Large shall be filled at the discretion of the Board of Directors for the remainder of the office term.  Vacancies that occur within three months of stated elections shall be filled by election.

     (b) If a vacancy occurs in the office of President, the office shall be filled for the remainder of the term by the Vice President/President Elect.  This succession does not prevent a person who succeeds to the presidency because of a vacancy from serving his/her normal term as President thereafter.

     (c) If a vacancy occurs in the office of Vice President/President Elect prior to that person assuming office, the position would be offered to the runner up in the prior election.  If the runner up declines, or if there were no additional candidates on the ballot for the position, an appointment shall be made at the discretion of the Board of Directors, with preference given to current or past Board members.

     (d) If a vacancy occurs in the office of Vice President/President Elect, an appointment shall be made at the discretion of the Board of Directors for the remainder of the year (as defined in section 10.2) with preference given to current or past Board members.

     (e) If vacancies occur in the office of President and Vice President/President Elect in the same term, the Board of Directors shall elect as President one of the directors-at-large for the remainder of the year.  When the next regular election is held, a President and Vice President/President Elect will be elected.

     (f) Appointments to fill vacancies on a committee of the Delaware Valley Chapter as a whole shall be made by the President, unless otherwise provided in the action authorizing the committee or in these Bylaws.

    Section 8.5 Appointed Board Members.  The Board may appoint from the membership individuals to serve as Archivist, Chapters Council Representative, Legislative Liaison,Newsletter Editor, Webmaster, or in other roles that contribute to the purpose of the organization. Appointed Board Members are invited to sit with the Board as regular members without vote. The appointments are for one year with continuous reappointment by the Chapter President at the discretion of the Chapter President.
    Section 9.1.  Officers and Duties.   The officers of the Delaware Valley Chapter shall be a President, Vice President, Secretary and Treasurer, who shall perform the duties usually attached to those offices.
    Section 9.2.  Terms.   The President and Vice President shall serve for one year, or until their successors are elected.  The Secretary and Treasurer shall serve for two years, or until their successors are elected.
    Section 9.3.  President-Elect.   The Vice President shall be president-elect and shall succeed to the office of President at the end of the President’s term.
    Section 10.1.  Membership Year and Fiscal Year.  The membership year of the Delaware Valley Chapter shall be from July until June. The fiscal year of the Delaware Valley Chapter shall be the calendar year.
    Section 10.2.  Elective and Appointive Year.   The term of office for elective and appointive positions of the Delaware Valley Chapter filled annually shall begin June 1 and end on May 31 of the following year.
    Section 11.1.  Books and Records.   The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.  All books and records of the Corporation may be inspected by anyone authorized by law or contract, for any proper purpose at any reasonable time.
    Section 11.2.  Reporting.   A report by the President of Delaware Valley Chapter meetings must be sent to the Executive Secretary of the Association of College and Research Libraries within one month following the meetings.

    Section 12.1.  Limitation of Liability.   Unless expressly disallowed by law, no person who is or was a Director of the Corporation shall be personally liable for monetary damages for any action taken, or any failure to take action, as a Director, unless:

    (a)  he/she has breached or failed to perform the duties of his or her office under Chapter 57, Sub-chapter B of Title 15 of Pennsylvania consolidated Statutes Annotated (relating to fiduciary duty); and

    (b)  the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

         This provision of the Bylaws shall not apply to the responsibility or liability of a Director pursuant to any criminal statute; or the liability of a Director for the payment of taxes pursuant to local, state or federal law.

    If Pennsylvania law hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a Director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended Pennsylvania law.

    Section 12.2.  Indemnification.   Except for self-dealing, willful misconduct or recklessness, or unless expressly disallowed by law, the Corporation hereby indemnifies any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (including actions by or in right of the Corporation to procure a judgment in its favor) by reason of the fact that the person is or was a member of the Board of Directors, officer, agent, employee, or any other person who is or was a representative of the Corporation against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding.
    Section 12.3.  Advancement of Expenses.  Expenses (including attorneys’ fees) incurred by an officer or Director of the Corporation in defending a civil or criminal action, suit or proceeding described in Section 12.2 shall be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Corporation.
    Section 12.4  Other Rights.  The indemnification and advancement of expenses provided by or pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Corporation’s Articles of Incorporation, any insurance or other agreement, vote of Directors or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding an office, and shall continue as to a person who has ceased to be a Director or officer and shall inure to the benefit of the heirs, executors and administrators of such person.
    Section 12.5  Security Fund; Indemnity Agreements.  By action by the Board of Directors (notwithstanding their interest in the transaction) the Corporation may create and fund a trust fund or other fund of any nature, and may enter into agreements with its Directors, officers, employees and agents for the purpose of securing or insuring in any manner its obligation to indemnify or advance expenses provided for in this Article.
    Section 12.6  Modification.  The duties of the Corporation to indemnify and to advance expenses to a Director or officer provided in the Article shall be in the nature of a contract between the Corporation and each such Director or officer, and no amendment or repeal of any provision of this Article, and no amendment or termination of any trust or other fund created pursuant to Section 12.5, shall alter, to the detriment of such Director or officer, the right of such person to the advance of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment, repeal or termination.
    Section 13.1.  Committee on Bylaws.   The President may appoint a Committee on Bylaws from among the members of the Chapter as needed.
    Section 13.2.  Adoption, Suspension, Amendment.   These bylaws may be adopted, suspended, or amended by a majority vote of the members of the Delaware Valley Chapter attending a membership meeting, provided that the changes have been presented in writing by the Committee on Bylaws and have been published for the membership not less than one month before final consideration.
    Section 14.1.  Rules of Order.   The rules contained in Robert’s Rules of Order (revised in the latest edition) shall govern the Delaware Valley Chapter in all cases to which they are applicable and in which they are not inconsistent with these bylaws.
    Section 14.2.  Nondiscrimination Clause.   It is the policy of the Delaware Valley Chapter of the Association of College and Research Libraries to be open to all people and not to discriminate on the basis of race, color, religion, gender, age, national origin, ancestry, sexual orientation, or disability in employment, membership, or participation in sponsored activities.

    Chapter Incorporated: August 1, 2000

    Constitution and Bylaws Adopted by the Membership: May 2004

    Section 6.5 and Section 10.1 revised and approved by the Membership: April 2010

    Section 8.4 and Section 9.4 revised and approved by the Membership: November 2011

    Section 1.4 revised and Sections 1.5, 1.6, and 1.7 added and approved by the Membership: November 2012