BYLAWS of the Pacific Northwest Chapter, Incorporated
April 2021 Revision
Adopted October 1978; Revised October 1982; Revised November 1985; Revised November 1990; Revised July 1999; Revised December 2003; Revised July 2006; Revised November 2012; Revised April 2018; Revised December 2018.
ARTICLE I - NAME AND BOUNDARIES
Section 1. Name
The name of this organization shall be the Pacific Northwest Chapter (PNC/MLA), Incorporated, a Chapter of the Medical Library Association, Incorporated.
Section 2. Boundaries
The boundaries of this Chapter shall be the states of Alaska, Idaho, Montana, Oregon, and Washington, and the Provinces of Alberta and British Columbia.
ARTICLE II – PURPOSE
The purpose of the Pacific Northwest Chapter/Medical Library Association is to promote excellence and leadership of health information professionals through education, research and communications; to foster the utilization of information systems and services in support of informed health care decision making; to promote cooperation among library/information services; and to represent Chapter members' interests to MLA and other groups and agencies.
ARTICLE III – MEMBERSHIP
Section 1. Members
Both members and non-members of the Medical Library Association may belong to this Chapter. There is no education requirement to belong to this Chapter.
Section 2. Classes of Membership
Classes of membership shall be enumerated in the document “Membership Classes of the Pacific Northwest Chapter, Incorporated of the Medical Library Association, Incorporated” which shall be maintained by the Board of the Chapter and posted on the Chapter website and contained in the Archives of the Chapter.
Section 3. Rights and Privileges
A. Voting members of this Chapter shall consist of all members, except that only Voting members of the Medical Library Association shall be qualified to move or to vote on recommendations to the Chapter Council regarding MLA policies or actions, to vote on the selection of a nominee to the MLA Nominating Committee, or to vote on the selection of the Chapter's Representative and Alternative Representative to the Chapter Council.
B. Officers of this Chapter shall be voting members of the Medical Library Association.
Section 4. Dues
A. Chapter dues may not exceed MLA dues for Regular Members. Dues shall be determined by majority vote of the members of the Chapter who participate in voting.
B. Chapter dues shall be payable on joining the Chapter and thereafter (on notification by the Chapter) on December 31 for the following year’s membership.
C. Dues shall be assessed on an annual basis for the period of one fiscal year.
D. The fiscal year of this Chapter shall be the calendar year.
E. Individuals who have not paid annual dues by March 1 shall be dropped from the Chapter roll without further notice and any Chapter positions held by such individuals shall be considered vacated.
ARTICLE IV - ELECTIVE OFFICERS
Section 1. Officers and Terms of Office
A. The elective officers of the Chapter shall be the Chair, Chair-Elect, Immediate Past Chair, Recording Secretary, Membership Secretary, Treasurer, Treasurer-Elect, Immediate Past Treasurer, Chapter Representative to the MLA Chapter Council, and Alternate Chapter Representative.
B. The Chair-Elect shall serve one year in that capacity, one year as Chair, and one year as Immediate Past Chair. The Recording Secretary shall serve for one year. The Treasurer-Elect shall serve one year in that capacity, one year as Treasurer and one year as Immediate Past Treasurer. The Treasurer-Elect shall serve for one year in a non-voting role, and shall serve the next year as the Treasurer with a vote on the Executive Board. The Membership Secretary, Chapter Representative, and Alternate Chapter Representative shall each serve for three years.
Section 2. Duties
A. The duties of the elective officers shall be those enumerated below, as well such other duties as are specified in the current edition of the PNC/MLA Responsibility Manual, by these Bylaws, or by the parliamentary authority adopted by the Chapter.
B. The duties of the Chair shall be to preside over all meetings, to represent the Chapter at all times and on all occasions not in conflict with any other officer's defined duties and responsibilities, and to submit an Annual Report to MLA Headquarters by the date requested.
C. The duties of the Chair-Elect shall be to serve as Chair whenever the Chair is not able to do so and to solicit members for all committee assignments.
D. The duties of the Recording Secretary shall be to attend and keep minutes of all Board meetings and to prepare the minutes for distribution.
E. The duties of the Membership Secretary shall be to maintain the current Chapter membership listing, to send renewal forms to the membership, to welcome all new members, to chair the Membership Committee, and to serve as chapter representative on the MLA Membership Committee.
F. The duties of the Treasurer shall be to maintain the financial records of the Chapter, to manage the Chapter accounts, to prepare an annual budget, and to prepare the financial report for the annual business meeting.
G. The duties of the Treasurer-Elect shall be to learn the role of the Treasurer and provide support as appropriate to the Treasurer, in preparation for being the Treasurer in the next year.
H. The duties of the Immediate Past-Chair shall be to serve as Chair of the Nominating and Elections Committee and to select members for that committee, to review and revise the PNC Responsibility Manual, and to advise and assist the Chair as requested.
I. The duties of the Representative to the Chapter Council shall be to represent the Chapter on the MLA Chapter Council by attending the meetings of the Council, to transmit to the Council recommendations that have been approved by the Chapter, and to communicate Council business to the officers and membership of the Chapter.
J. The duties of the Alternate Representative to the Chapter Council shall be to attend the meetings of the Chapter Council if possible, to serve as Representative whenever the Representative is unable to do so, to assume the office of Representative and serve out the unexpired term should the Representative become unable to complete the term of office. The Alternate Representative to the Chapter Council does not automatically become the Representative to the Chapter Council at the end of the term of office.
Section 3. Vacancies
A. In the event of a vacancy in the office of Chair, the Chair-Elect shall assume the office, to serve the remainder of the vacated term plus the regular term as Chair.
B. A vacancy occurring in the offices of Chair-Elect, Recording Secretary, Membership Secretary, Treasurer-Elect, MLA Nominating Committee candidate, or Alternate Chapter Representative shall be filled by appointment by the Executive Board.
C. If the Chapter Representative is unable to complete the term of office or becomes Chair of the Chapter Council, the Chapter Alternate shall serve the remainder of the Representative's term.
D. If the Treasurer is unable to complete the term of office, the Immediate Past Treasurer or the Treasurer-Elect shall serve the remainder of the Treasurer’s term, as is feasible.
E. A member appointed to fill a vacancy shall serve the remainder of the term for that office, except that a member appointed to fill a vacancy in the position of Chair-Elect shall have the title of Vice Chair and shall not automatically succeed to the office of Chair, and a special election shall be held for the succeeding Chair. A vacancy in the office of Immediate Past Chair shall not be filled.
F. Vacancies not covered by these Bylaws shall be filled in a manner determined by the Executive Board.
Section 4. Restrictions
A member may not hold the same elective office for more than three consecutive years, except that past service under an appointment to fill a vacancy shall not be counted. A member may not hold more than one elective office at a time, and an elective officer may not be appointed to fill a vacancy in another elective office.
Section 5. Responsibility Manual
The Responsibility manual shall delineate the responsibilities of the Executive Board, the Archivist, and the Committee Chairs. The Immediate Past-Chair is responsible for updating this manual on an annual basis.
ARTICLE V - EXECUTIVE BOARD
Section 1. Members
The Chapter Chair, Chair-Elect or Vice Chair, Immediate Past Chair, Recording Secretary, Membership Secretary, Treasurer, Treasurer-Elect, Immediate Past Treasurer, Chapter Representative, and Alternate Chapter Representative shall constitute the Executive Board.
Section 2. Duties
The Executive Board shall have general supervision of the affairs of this Chapter between its Business Meetings, fix the time and place of meetings, make recommendations to the membership, and shall perform such other duties as are specified in the Responsibility Manual, by these bylaws, or by the adopted parliamentary authority.
Section 3. Meetings
The Chair shall call Executive Board meetings or arrange to confer or consult with the Executive Board members, as required. The Executive Board may meet and vote by mail, telephone, or other communication, and need not hold meetings that would require officers to travel.
Section 4. Voting
Any action by the Executive Board must have approval of a majority of the members of the Executive Board, counting the Chair. The Chair may vote in any case in which his or her vote would affect the result.
Section 5. Number of Votes
In voting for any action by the Executive Board, each Board member shall have one vote.
ARTICLE VI - ELECTIONS AND VOTING
Section 1. Elections
To conduct Chapter elections, the Immediate Past Chair shall serve as Chair of a Nominating and Elections Committee and shall select members for the Committee, subject to approval of the Executive Board. For each State and Province in the Chapter’s territory that has five or more members, the Nominating and Elections Committee shall have one member, including the Committee Chair. No member of the Nominating and Elections Committee may be nominated by the Committee for an elective position.
Section 2. Sequence
The sequence of elections shall ordinarily be to elect a Chair-Elect, a Recording Secretary, a Treasurer-Elect, and a Nominee to the MLA Nominating Committee candidate each year; and, in addition, to elect in staggered three-year cycles a Chapter Representative and an Alternate Chapter Representative, and a Membership Secretary.
Section 3. Slate of Candidates
The Nominating and Elections Committee shall name a slate of at least one candidate, two if possible, for each position to be filled, and distribute the ballot to Chapter members at least 30 days before ballots are counted. All candidates placed in nomination must have submitted, to the Chair of the Nominating and Elections Committee, a written statement of their willingness to serve if elected.
Section 4. Additional Candidates
Additional candidates may be nominated by petition, provided that any such petition has been signed by at least five Chapter members qualified to vote for the position and such petition, accompanied by a written statement from the candidate of his or her willingness to serve if elected, has been received by the Chair of the Nominating and Elections Committee at least 30 days before ballots are distributed.
Section 5. Method of Voting
The Nominating and Elections Committee shall provide ballots electronically to members at least 30 days before ballots are to be counted. To be counted, ballots must be received by the Chair of the Nominating and Elections Committee by the date announced on the ballot.
Section 6. Counting of Ballots
Ballots shall be counted by the Nominating and Elections Committee Chair at least two weeks before the Chapter Annual Meeting. Ballot count will be verified by the Nominating and Elections Committee before the business portion of the Chapter annual meeting.
Section 7. Results
Candidates shall be declared elected upon receiving a majority of the votes cast. Where there are more than two candidates, a plurality shall elect. In the case of a tie, the election shall be determined by lot. The results of the election shall be announced by the Chair of the Nominating and Elections Committee at the Annual Meeting.
Section 8. Taking of Office
Newly elected officers shall take office on the following January 1. Promptly after the election, the Immediate Past Chair shall forward a listing of the next year's Chapter officers to MLA Headquarters.
Section 9. Membership Records
The Membership Secretary shall make Chapter membership records available to the Nominating and Elections Committee, including records of the membership status in MLA.
Section 10. MLA Nominating Committee Candidate
A. In the same election in which Chapter officers are elected, the Chapter shall elect a candidate for consideration by the Chapter Council as a nominee for the MLA Nominating Committee.
B. Only a Chapter member who is also a Voting Member or Fellow in MLA may be elected as Chapter nominee for the MLA Nominating Committee.
C. The name of the Chapter nominee for the MLA Nominating Committee shall be forwarded, by the Chapter Representative, to the Chapter Council before its final assembly at the MLA annual meeting and shall be accompanied by a biographical statement and signed statement of willingness to serve if elected, from the candidate. If, before the Chapter Council's selection is made, it is known that the Chapter nominee will be unable to serve if elected, the Executive Board shall appoint another member as the Chapter nominee.
D. No person shall consent to being Chapter nominee for the MLA Nominating Committee who has already agreed to be a candidate representing some other unit of MLA; no candidate for the MLA Nominating Committee shall also be a candidate for an elective office of MLA, or vice versa. No one shall serve on the MLA Nominating Committee as a voting member more than one term during a period of five years.
ARTICLE VII - COMMITTEES AND APPOINTIVE POSITIONS
Section 1. Appointment
The Executive Board shall appoint the Chair and members of Chapter standing committees, who shall serve for the calendar year and may be reappointed by the succeeding Executive Board. Neither the Chair nor the Chair-Elect shall serve on or appoint members to the Nominating Committee.
Section 2. Standing Committees
The Executive Board shall establish standing committees to consider matters of the Chapter that require continuity of attention by the members. The Executive Board shall recommend the name and size of each committee, with input from the membership as appropriate.
Section 3. Other Committee Appointments
Other committees may be appointed by the Executive Board or in such manner as may be directed by vote of the membership.
Section 4. Eligibility of Chairs
Only Chapter members who are also Voting Members, Fellows, or Institutional Representatives in MLA may serve as Chair of Chapter committees.
Section 5. Archivist
A Chapter Archivist shall be appointed by the Executive Board.
Section 6. Liaison with MLA Committees
Chapter committees shall maintain close liaison with any related MLA committees and conform to MLA standards and policies where MLA matters are concerned.
Section 7. Parliamentarian
The Chair may appoint a member to be Parliamentarian.
ARTICLE VIII – Special Interest Groups (SIGs)
Section 1. Definition
Special Interest Groups (SIGs) provide a forum for PNC members with unique interests to identify and network with others with similar interests without having to fulfill the governance requirements of an independent organization.
Section 2. Establishment
A SIG may be established by submitting a brief “Statement of Purpose” for approval by the PNC board. A Statement of Purpose should include the name of the convener, the topic or issue that unites the SIG, the proposed name of the SIG, any anticipated activities of the SIG, and the names of members who have expressed interest. The board may call upon the convener to clarify or modify the statement if necessary.
Section 3. Membership
The SIG will be comprised of current PNC members interested in the group’s stated purpose. SIGs agree to be inclusive of all interested PNC members. SIGs will not charge any fees for membership.
Section 4. Governance
The SIG does not have formal governance structure and cannot act independently of the PNC board. SIGs will not establish budgets, collect fees or incur expenses independent of the PNC board. If the group would like to be actively represented on the PNC board, they may request this from the PNC chair. The PNC chair will work with the SIG to appoint a liaison as a non-voting member of the board.
Section 5. Benefits
SIG members may benefit from membership in various ways: a listserv, more extensive expertise on a specific topic or area of interest, social/professional networking, and so on.
Section 6. Dissolution
The SIG may disband by notifying the PNC board. A SIG which has been inactive (without members) for 3 years will be considered disbanded.
ARTICLE IX - FINANCES
Section 1. Budget
In the first quarter of the calendar year, the Executive Board shall adopt a Chapter budget for the current year. A copy of the budget shall be made easily accessible to the Chapter membership, such as by posting on the Chapter web site, accompanied by any appropriate explanatory material and the Treasurer's report for the preceding calendar year.
Section 2. Reserve Fund
The Chapter shall maintain a reserve fund to cover unanticipated expenses.
ARTICLE X- ANNUAL MEETING
Section 1. Time
The Chapter annual meeting shall ordinarily be held in the fall. Notice of the meeting shall be disseminated to the membership at least thirty (30) days in advance of the meeting date.
Section 2. Place
The Executive Board shall attempt to rotate the meeting sites, year-by-year, in a way that is equitable and reasonable with regard to members' convenience and expenses in attending.
Section 3. Quorum
At the Chapter annual meeting, a quorum is met when at least fifteen members are present.
Section 4. Joint Meetings
The Executive Board may establish a policy for joint meetings, detailing frequency, and expectations for fiscal and organizational responsibility.
ARTICLE XI - PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert's Rules of Order shall govern the Chapter 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 Chapter may adopt.
ARTICLE XII - AMENDMENT OF BYLAWS
These Bylaws may be amended by a two-thirds vote of the membership voting, provided that the text of any proposed amendment has been distributed to the members at least thirty days before the vote is taken. The voting process for approving changes to the bylaws may be managed electronically.
ARTICLE XIII - DISSOLUTION
In the event of dissolution of this Chapter, all liabilities and obligations shall be paid or adequate provision made for payment. Any assets not so disposed shall be disposed of by consensus of the Executive Board of the Chapter to one or more organizations that at the time qualify under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any United States internal revenue law). No funds shall benefit any individual member of the Chapter. If no consensus is met, remaining assets shall be distributed to the Medical Library Association, Inc. within six months as long as the Medical Library Association, Inc. shall qualify as an organization described in Section 501(c)(3) of the Internal Revenue Code. The Chapter charter shall be returned to MLA Headquarters.