BYLAWS SAILS ARTICLE 1 - NAME The name of this corporation shall be - Southeastern Automated Integrated Library Systems, Inc. (Hereinafter called "SAILS") ARTICLE II - PURPOSE SAILS is a non-profit cooperative of libraries located in Southeastern Massachusetts which exists for the purpose of providing better library service through improved use of current technology in library communications and information systems. ARTICLE III - FISCAL YEAR The fiscal year of SAILS shall, unless otherwise designated by the SAILS Board of Directors, end on June 30 in each year. ARTICLE IV - MEMBERSHIP A. Membership will be open to libraries which are members of the Massachusetts library system. All members must make circulating collections available for interlibrary loan to other members on the same basis as they are in their own member organization except in cases where service can be denied according to state regulations. B. Members of the corporation shall be those who have signed an agreement to participate in the SAILS shared automation project who have incurred a financial obligation as a result of that agreement. New Members may join subject to the acceptance by a two-thirds (2/3) vote of all members and the meeting of such minimum criteria as the SAILS Board of Directors may determine. C. Membership shall be maintained by the annual payment of assessments, before October 1st or by such date as established by the SAILS Board of Directors, execution of a letter of Agreement, and compliance with all the requirements of membership as stated in these Bylaws and in such other regulations as may be established by the SAILS Board of Directors and approved by the membership. D. Membership assessments are due and payable as soon as practicable after July 1 of each fiscal year, but not later than October 1 of that year. Should payment not be forthcoming in full by October 1, the SAILS Board of Directors reserves the right to revoke the membership of non-paying Members and may curtail the Corporation's services for the remainder of the fiscal year. E. Withdrawal from membership in the Corporation may be accomplished by written notice to the President of the SAILS Board of Directors at least one (1) fiscal year prior to withdrawal. F. Maintenance costs and other charges due to SAILS shall be computed and paid up to the official date of termination. SAILS will make available upon request a copy of patron and bibliographic entries. Libraries withdrawing from the SAILS network will be responsible for all costs associated with the removal of its records from the system. These costs may include vendor fees, hourly fees for staff time spent extracting the records, and a processing fee for outputting bibliographic records. 1
G. Members who fail to satisfy minimum criteria, as established by the SAILS Board of Directors, shall have their membership revoked by the Corporation. H. Unless otherwise specified in writing, the Library Director or Head of Library Services of the Member Library will be the voting delegate to membership meetings. I. Non-voting subscribers shall be eligible for services as approved by the full membership of the network. J. In the event of emergency or necessary absence, a temporary alternate may be named. Such appointment shall be in writing and shall specify the time period during which such delegation shall be in effect. Proxy must be dated no more than six months prior to the meeting, valid only through adjournment. ARTICLE V OFFICERS/EXECUTIVE BOARD A. The officers of this Corporation shall consist of a President, a Vice President/President-Elect, a Secretary/Clerk, and a Treasurer. Officers shall be elected from the SAILS Board of Directors at the meeting held on the first Wednesday in July. The terms of office shall begin on July 1. All officers shall serve for one (1) year or until the successors are duly elected and certified. B. 1. The President a. The President shall preside over all meetings of the SAILS Board of Directors and membership. b. The President, in conjunction with the Executive Director, shall schedule and determine the agenda of all meetings of the SAILS Board of Directors and membership. c. The President shall appoint members of such committees as the SAILS Board of Directors and/or the Executive Director shall from time to time consider necessary to carry on the work of SAILS. The President may serve as an ex-officio (non-voting) member of all such committees. d. The President shall represent the interests of SAILS as appropriate. e. The President of SAILS shall be elected by the SAILS Board of Directors. The President shall assume office as described in this article. f. The President shall perform all duties incident to the office of President and any other duties the Board of Directors may from time to time assign. g. Resignation from the Presidency will include resignation from the SAILS Board of Directors. 2. The Vice President/President-Elect a. The Vice President, in the absence of the President, shall exercise all the functions of the President and shall be vested with all appropriate powers. b. The Vice President shall perform all duties incident to the office of Vice President and any other duties the Board of Directors may from time to time assign. 2
3. The Secretary/Clerk a. The Secretary shall be Clerk of the corporation. b. The Secretary/Clerk shall take minutes of all meetings and shall oversee the care of all Corporation Records by the Executive Director. c. The Secretary/Clerk shall perform all duties incident to the office of the Secretary/Clerk and any other duties the Board of Directors may from time to time assign. 4. The Treasurer a. The Treasurer shall oversee the establishment and maintenance of all accounts of the SAILS Corporation and authorize payment for all bills within the scope of the budget. The Treasurer, in conjunction with the Executive Director, shall provide reports as required by the SAILS Board of Directors, as well as, an annual report to the membership at the annual meeting. b. The Treasurer shall perform all duties incident to the office of the Treasurer and any other duties the Board of Directors may from time to time assign. C. Should the office of President be vacated, the Vice President/President-Elect will become President and shall serve as President Pro-tem. Should any other officer of the Corporation be vacated, the SAILS Board of Directors shall, at a special meeting, appoint a substitute for the balance of the term. D. Checks must be signed by a minimum of two officers as decided by the SAILS Board of Directors, with the exception of Ecommerce checks which may be signed by the Executive Director or one officer as specified by the SAILS Board of Directors. ARTICLE VI - THE SAILS BOARD OF DIRECTORS A. The SAILS Board of Directors shall consist of fifteen (15) elected representatives and the Director of the Massachusetts Board of Library Commissioners (or their appointed representatives) who shall be an ex-officio (non-voting) member of the Board. The Board shall consist of: three (3) members from public libraries serving a community under 10,000; four (4) members from public libraries serving communities from 10,000 25,000; two (2) members from public libraries serving communities over 25,000; one (1) member from a school library; one (1) member from an academic library; one (1) member from each county (Bristol, Norfolk, Plymouth); one (1) member at large. Board members must represent full-member libraries. If there is no member available to fill a vacancy for a type of library, the SAILS members shall elect a member at large who will serve a one year term. B. The SAILS Board of Directors shall meet not less than eight times per year. A majority of the SAILS Board of Directors voting members shall constitute a quorum except where otherwise specified. C. The SAILS Board of Directors shall have the authority and responsibility to manage the affairs of the Corporation which shall be carried out by the Executive Director. D. The SAILS Board of Directors shall - a. Establish a Long Range Plan and an Annual Action Plan, a financial plan, an annual 3
b. budget, and a schedule of fees for the approval of the members. c. Submit the preliminary Corporation budget for the ensuing fiscal year to members by October 31st of each year and receive the Members preliminary budgets by no later than November 30th of each year. d. Recommend for adoption by the Members, programs and services for the benefit of members and those they serve. e. Research, investigate, and monitor advances in technologies that may have an impact on the Corporation or its Members. Make recommendations for special projects, invite bids and proposals from vendors, oversee implementation and progress of joint projects between Members and make necessary recommendations as appropriate. f. Represent the Corporation in the negotiation of all agreements between Members. g. Make all decisions implementing agreements between Members. h. Represent the interests of the Corporation regarding any application for membership by establishing minimum membership criteria and making recommendations for the addition of new Members. i. Make decisions involving capital purchases. j. Establish and set the charge of one or more committees. Any committee to which the powers of the SAILS Board of Directors are delegated shall consist solely of representatives of Members. The members of any committee shall remain in office at the pleasure of the Board. k. Take responsibility for the appointment, release, promotion, suspension, evaluation and discipline of the Executive Director. l. Make recommendations on membership matters. m. Take such other action as may be directed and authorized by the membership. E. The Board of Directors may appoint advisors with relevant expertise to advise and/or assist the Board and or a sub-committee in reaching its goals and initiatives. Such advisors shall not have voting rights but may, at the discretion of Board of Directors be invited to attend a Board meeting to present his or her findings. A. The Board of Directors shall present to the membership at the Annual Meeting a report of activities of the organization and its progress toward accomplishing its goals, as stated in the Annual Action Plan. F. Members of the Board of Directors may not be compensated for their services, but shall be entitled to be reimbursed for out of pocket expenses actually incurred in the performance of their duty, subject to the approval of the Board of Directors. 4
G. Members of the Board of Directors shall comply with the Board of Director Conflict of Interest Policy and disclose any and all conflicts of interest. Members of the Board of Directors must annual disclose any and all conflicts of interest on the Conflict of Interest Disclosure Form included in the Board Member Packet. Fifteen (15) representatives will serve three (3) year terms on a staggered term basis. F. During the first year, 1/3 (one-third) of the Board of Directors will serve a three (3) year term, 1/3 (one-third) will serve a two (2) year term, and 1/3 (one-third) will serve a one (1) year term. These terms will be chosen randomly with the exception of the Vice-President/President-Elect, who will serve no less than a two (2) year term. All subsequent terms will be three (3) year terms. G. If a board member resigns or is removed from the SAILS Board of Directors, a new member shall be elected by the Board to fill out the unexpired term. H. A Board member may be suspended or removed with cause by vote of two-thirds (2/3) of the members. A Board member may be removed with cause by a majority of the Board of Directors then in office. I. A Board member may resign by delivering a written resignation to the President, Vice President/President-Elect, Secretary/Clerk, or Treasurer of the SAILS Corporation; to a meeting of the SAILS Board of Directors; or the Corporation at its principal office. Such resignation shall be effective upon receipt (unless specified to be effective at some other time), and acceptance thereof shall not be necessary to make it effective unless it so states. J. The Secretary should be notified, in advance, of a Board member s absence from the monthly meeting. More than four (4) consecutive absences may result in removal from the Board, unless the Board has determined such absences may be excused for good cause shown, at its discretion. K. If a position on the Board of Directors is open and a Director cannot be found in the proper category (i.e. school member or academic member) to fill this seat, then that seat shall remain open until an appropriate candidate is eligible in that category, and the Board of Directors is able to fill the position. (revised 8/2003) ARTICLE VII MEETINGS A. Annual meeting of members. An annual meeting of the members shall be held in each year on the third Wednesday in June, at 10 a.m., at a place to be determined by the Board, one of the purposes of which shall be the election of the Board of Directors. B. Notice of annual meeting of members. At least seven (7) days prior to the date fixed by section A of this article for the holding of the annual meeting of members, written notice of the time and place and purpose of the meeting shall be mailed, as provided, to each member entitled to vote at the meeting. C. Delayed annual meeting. If, for any reason, the annual meeting of the members is not held on the day designated, the meeting may be called and held as a special meeting, and the proceedings may be there as at an annual meeting, provided that the notice of meeting shall be the same required for the annual meeting, namely, not less than a seven (7) day notice. D. Order of business at annual meeting. The order of business at the annual meeting of the members shall be as follows: 1. Roll call 2. Reading notice and proof of mailing 3. Reading of minutes of preceding meeting 4. Report of president 5. Report of secretary 6. Report of treasurer 7. Election of Board of Directors 8. Election of Officers 5
8. Transaction of other business mentioned in the notice 9. Adjournment Providing that, in the absence of any objection, the presiding officer may vary the order of business at his or her discretion. E. Special meetings of members. Special meetings of the members may be called by the president or the directors, and shall be called by the clerk, or in the case of death, absence, incapacity or refusal of the clerk, by any other officer, upon written application of members representing at least ten percent of the smallest quorum of members required for a vote upon any matter at the annual meeting of members. In case none of the officers is able and willing to call a special meeting, the supreme judicial or superior court, upon application of said number of members, shall have jurisdiction in equity to authorize one or more of such members to call a meeting by giving such notice as is required by law. The secretary or an acting secretary should prepare, sign, and mail the notices requisite to the meeting. Any notice may be signed by the stamped, typewritten, or printed signature of the secretary or of an acting secretary. F. Notice of special meeting of members. At least three (3) days prior to the date fixed for the holding of any special meeting of members, written notice of the time, place and purposes of the meeting shall be mailed, as provided, to each member entitled to vote at the meeting. No business not mentioned in the notice shall be transacted at the meeting. G. Regular meetings of full members. Full members shall meet not less than four (4) times per year at the time and place as the Board of Directors shall determine. H. Regular meetings of the Board of Directors. Regular meetings of the Board of Directors shall be held at the time and place as the Board of Directors shall determine. I. Special meetings of Board. Special meetings of the Board of Directors may be called by the president at any time by means of written notice by mail of the time, place and purpose to each director as the president in his or her discretion shall deem sufficient, but action taken at any meeting shall not be invalidated for want of notice if the notice is waived as provided. J. Notices and mailing. All notices required to be given by any provision of these bylaws shall state the authority pursuant to which they are issued (as, "by order of the president," or "by order of the Board of Directors as the case may be) and shall bear the written, stamped, typewritten or printed signature of the secretary or acting secretary. Every notice shall be deemed duly served when it has been deposited in the United States mail, with postage fully prepaid, plainly addressed to the addressee at his, her or its last address appearing upon the membership record of this corporation. K. Waiver of notice. Notice of the time, place and purpose of any meeting of the members or of the Board of Directors, may be waived by telegram, telefax, or other writing, either before or after the meeting has been held. L. Quorum of members. Presence in person or by proxy of members representing a majority of the voting rights of this corporation shall constitute a quorum at any meeting of the members. M. Quorum of Board of Directors. A majority of the Board of Directors members shall constitute a quorum. N. Action by Board without a Meeting. If all the members of the Board of Directors severally or collectively consent in writing, including email, to any action taken or to be taken by SAILS, the action shall be as valid as though it had been authorized at a meeting of the Board of Directors. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting. 6
ARTICLE VIII - DISSOLUTION A. The Corporation may be dissolved by a majority vote of the Corporation's membership and as further required by Massachusetts General Laws. B. In the event of a general dissolution, the Board may, after making provisions for the payment of all liabilities of the Corporation, dispose of the assets of the Corporation by transferring the assets to one or more organizations qualifying as tax exempt under Section 501 (c) (3) or governmental units described in Section 170 (b) of the Internal Revenue Code of 1954 (or the corresponding provision of any future U.S. Internal Revenue Law) which organization or organizations perform or are organized to perform services as set forth in the Articles of Organization. ARTICLE IX - PARLIAMENTARY AUTHORITY The rules contained in the current edition of Robert's Rules of Order shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the organization may adopt. ARTICLE X - EXECUTION OF PAPERS All deeds, leases, transfers, contracts, bonds, notes, and other obligations made, accepted or endorsed by the Corporation shall be signed by the President, unless otherwise determined by the Board. Any recordable instrument purporting to affect an interest in real estate, executed in the name of the Corporation by two of its officers, of whom one is the President and the other is the Treasurer, shall be binding on the Corporation notwithstanding any inconsistent provisions of the Articles of Organization, these Bylaws, resolutions, or votes of the Corporation. ARTICLE XI - PERSONAL LIABILITY The members of the SAILS Board of Directors and officers of the Corporation shall not be personally liable for any debt, liability or obligation of the Corporation. All persons, Corporations, or other entities extending credit to, contracting with, or having any claim against, the Corporation may look only at the funds and property of the Corporation for the payment of any contractor or claim, or for any money that may otherwise become due or payable to them from the Corporation. ARTICLE XII - INDEMNIFICATION The Corporation shall, to the extent legally permissible and only to the extent that the status of the Corporation as an organization exempt under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future U.S. Internal Revenue law) is not affected thereby, indemnifying each member of the SAILS Board of Directors and officer (including persons who serve at its request as SAILS Board of Directors members, officers or trustees of another organization in which it has an interest) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by him/her in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he/she may be involved or with which he/she may be threatened, while in office or thereafter, by reason of his/her being or having been such a member of the SAILS Board of Directors or officer, except with respect to any matter as to which he/she shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his/her action was in the best interest of the Corporation; provided, however, that as to any matter disposed of by a compromise payment by such member of the SAILS Board of Directors or 7
officers, pursuant to a constant decree or otherwise, no indemnification either for said payment of for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the Corporation, after notice that it involves such indemnification: (a) by a disinterested majority of the SAILS Board of Directors members then in office; or (b) by a majority of the disinterested SAILS Board of Directors members then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such members of the SAILS Board of Directors or officers appears to have acted in good faith the reasonable belief that his/her action was in the best interests of the Corporation; or (c) by a majority of the disinterested members of the SAILS Board of Directors entitled to vote, voting as a single class. Expenses, including counsel fees, reasonably incurred by any such member of the SAILS Board of Directors or officer in connection with the defense or disposition of any such action, suit, or other proceeding, may be paid from time to time by the Corporation in advance of the final disposition thereof upon receipt of any undertaking by such member of the SAILS Board of Directors or officer to repay the amounts so paid to the Corporation if it is ultimately determined that indemnification is not authorized hereunder. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any SAILS Board member or officers may be entitled by contract or otherwise under the law. As used in this paragraph, the terms "members of the SAILS Board of Directors" and "officers" include their representative heirs, executors and administrators, and an "interested" member of the SAILS Board of Directors is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending. ARTICLE XIII - AMENDMENT OF BYLAWS These Bylaws may be altered, amended or repealed in whole or in part by a 2/3 (two-thirds) majority vote of the members of the SAILS Board of Directors provided that the text of the amendments is made available to all members fourteen (14) calendar days prior to the meeting at which the amendment is to be decided. ARTICLE XIV - ELECTION OF BOARD OF DIRECTORS A. At a date not less than 60 days prior to the Annual Meeting, the Nominating Committee, chaired by a member of the SAILS Board of Directors, shall convene to prepare and present nominations to the membership for representatives to the Board of Directors. Nominations shall include at least one (1) candidate for each category of library to replace existing members. B. The Nominating Committee shall inform the Board of Directors of its nominations at least thirty (30) days prior to the Annual Meeting. C. Additional nominations may be made from the floor at the Annual Meeting. D. Elections shall be by a majority of the voting members in attendance at the Annual Meeting. ARTICLE XV ELECTION OF THE EXECUTIVE BOARD A. At the Annual Meeting, the Nominating Committee will present to the Board of Directors the nominations for the Executive Board. Candidates for the positions will be chosen from the Board of Directors. Election of the Executive Board will take place at the first meeting of the Board of Directors, directly following the Annual Meeting. B. Election shall be by the majority of the Board members in attendance. 8