WLMA Bylaws

Association Bylaws Revised 10.2012 and Ratified 11.17.12 Table of Contents

Mission, Goals & Objectives of the Association Mission, Goals and Action Plans Bylaws Purpose of the Bylaws Article 1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

17.

1

Membership Board of Directors Executive Committee Officers Work Levels Representatives Interest Groups and Chairpersons Regions and Regional Officers Dues Annual Meeting Nomination and Election Procedures Examination of Accounts Committees Amendments Parliamentary Authority Policies and Procedures Handbook Merger or Consolidation Dissolution or Winding Up

MISSION, GOALS & OBJECTIVES

Mission The mission of the Washington Library Media Association is to ensure that students are effective users and producers of ideas and information by providing networking, advocacy, support and leadership to the Washington State school library community.

Goals The goals of the Association are ● ● ● ●

To promote collaboration with teachers and school administrators for the benefit of student achievement.

To build a strong professional association that supports the work of the Washington school library community.

To educate the general community about the benefits to students of a strong school library program.

To align, refine, and improve association management.

Objectives The purpose of the Washington Library Media Association is to bring together individuals engaged in the orderly development, utilization, and management of school library media centers and resources. Its mission is to facilitate teaching and learning through the interaction of people, processes, and information in the learning environment. WLMA shall operate in affiliation with, and work cooperatively to advance the goals of, national and state organizations that have similar purposes.

WLMA is organized exclusively for the improvement of education and the public welfare through the use of educational technology, communications, libraries and information, and all other applicable methods and materials.

The Washington Library Media Association seeks to improve the processes of teaching and learning, to provide for the professional growth of members, to promote among educators and the public an understanding of the role of school library media centers and resources in education, to develop cooperative relationships with organizations having similar roles, and to influence decisions effecting learning.

2

ARTICLE 1 MEMBERSHIP Section 1.1. There shall be eight classes of members: 1.

2.

3.

4.

5.

6.

7.

8.

3

Active Professional Members Any person interested in the field of library or school library information and technology programs (LIT) who is actively employed in the State of Washington in a professional role may become an active member.

Paraprofessional Members Any person interested in the field of library or school library information and technology programs (LIT) and is actively employed in the State of Washington in a library in a paraprofessional role may become paraprofessional member.

Associate Members Any person who maintains an interest in the goals of this organization but who is not actively involved in a profession and any institution which wishes to receive publications of the corporation may become an associate member. Persons eligible to become associate members include those who are out­of­state, retirees, former learning resources professionals, teachers, administrators, and para professionals.

Student Members Any student who is enrolled full­time in and is actively pursuing a degree program may become a student member.

Commercial Members Any person involved in providing a commercial product or service may become a commercial member.

Emeritus Members Any member may be appointed by the Executive Committee as an Emeritus Member, for the lifetime of the member, provided the member has retired from active employment, and meets criteria stated in the Policies and Procedures Handbook. Emeritus members shall have all the rights and privileges of active members, and shall not be required to pay dues.

Honorary Members Any person may be awarded the title of Honorary Member by the Board of Directors and/or the Executive Committee. Such members shall receive publications of the corporation, and shall not be required to pay dues.

Reciprocal Members The Board of Directors may provide for members of other organizations to become members of this corporation.

Section 1.2. Any person with an interest in the stated purposes of the corporation may become a member upon payment of appropriate dues. A member may terminate his/her membership in the corporation at any time by delivering notice thereof to the president. The membership of any person may be terminated with or without cause, by a two­thirds vote of the Board of Directors at any regular or special meeting. Notice of such proposed termination shall be given to the member sought to be removed prior to the meeting at which the question is to be voted upon, and such member shall have a right to be heard. A member shall have membership discontinued automatically if dues are not paid by the start of the fiscal year, and membership shall be reinstated upon payment of dues.

Section 1.3. All elected officers and appointed chairs of both the state and regional organization shall be members of WLMA. By majority vote, the state Executive Committee may replace an individual who has not joined the association within six months of taking office. The regional executive committee may do the same.

ARTICLE 2 BOARD OF DIRECTORS Section 2.1. The Board of Directors, hereinafter referred to as the Board, shall be the policy and budget making body of the corporation and shall direct all corporation activities except as in otherwise provided in these Bylaws.

Section 2.2. Upon an individual being elected or appointed to any of the following offices or positions, and upon taking office, that individual shall thereby become a director of the corporation, and the Board shall consist of: officers of the Corporation (Article 4); Work Levels Representatives, including Elementary, Middle/Junior High, and Senior High Chairpersons­elect (Article 5); the Interest Group Chairpersons (Article 6); the Regional Chairpersons (Article 7); Committee Chairpersons (Article 12); Membership Chair; MEDIUM Editor; and the WLMA Webmaster, Advocacy Chair/Legislative Liaison. The term of each director shall commence and terminate at the same time as the term of the office or position held by that director.

Section 2.3. The Board shall hold at least two meetings per year, one between 1 February and 1 June and one between 15 September and 1 November. Additional meetings of the Board may be called by the President or any six Board members on seven days notice to each Board member, given personally or by print or electronic mail, which notice shall state the time, place, and purpose of the meeting.

Section 2.4. At all meetings of the Board, a majority of the Board members shall 4

constitute a quorum for the transaction of business. Notwithstanding the foregoing, any action, which may be taken at a meeting of the Board, may be taken without a meeting if consent in writing, setting forth the action so to be taken, shall be signed by a majority of all Board members. Board members holding more than one position of the Board are entitled to only one vote.

Section 2.5. Any Board member or officer, whether appointed or elected, may be removed as a director, or officer, or both, with or without cause, by a two­thirds vote by secret ballot of the active members of the corporation voting at a regular or special meeting. A petition signed by twenty­five percent of the Board members, or, by ten percent of the membership of the corporation, shall cause the Board to conduct a recall election. Notice of the proposed removal of a Board member shall be given to all members, including the affected Board member, at least seven days prior to the date of the meeting at which such removal is to be voted upon.

Section 2.6. Any vacancy occurring in the position of a Board member other than Regional Chairperson or Committee Chairperson shall be filled by an election of a new member to be nominated by the President and confirmed by the Board. Such appointee shall complete the unexpired term.

ARTICLE 3 EXECUTIVE COMMITTEE Section 3.1. The Executive Committee of the Board of Directors, hereinafter referred to as the Executive Committee, shall consist of the officers of the Corporation (Article 4), the MEDIUM Editor, the WLMA Webmaster, and the Elementary, Middle/Junior High, Senior High, Supervisor­ESD, Higher Education, Small Districts and Private Schools Work Levels Representatives (Article 5), Membership Chairperson and a representative of the Office of the Superintendent of Public Instruction shall be a non­voting member of the Executive Committee.

Section 3.2. The Executive Committee shall conduct the business affairs of the corporation between the meetings of the Board.

Section 3.3. The Executive Committee shall meet on the call of the President.

Meetings may also be called by any five members of the Executive Committee on seven days notice to each member of the Executive Committee. A majority of the membership of the Executive Committee shall constitute a quorum, and a

majority vote of the quorum may transact any proper business of the Executive 5

Committee.

ARTICLE 4 OFFICERS Section 4.1. The Officers of the c Corporation shall be the president, president­elect, immediate past president, vice president, secretary, and treasurer, all of whom are required to be active or emeritus members. The president­elect shall be elected to serve a three year term, becoming president in year two and immediate past president in year three. The vice president, secretary and treasurer shall be elected for two­year terms. All officers, with the exception of the president and the immediate past­president, shall be elected by the members.

Section 4.2. Upon completion of their term of office, all officers shall deliver to their respective successors, the papers and other materials of the corporation in their custody not later than ten days following the end of their term.

Section 4.3. The duties of the Officers of the Corporation shall be as follows and as is inherent in their office and as further defined or limited in the Policies and Procedures Handbook: President. The president shall supervise all activities of the corporation; preside at all meetings of the Board of Directors, Executive Committee and membership; execute all instruments on behalf of the corporation.

President­Elect. The president­elect shall act for and assume the duties of the president in the absence of the president and shall assume the office of president should it become vacant, but shall on such assumption complete the unexpired term of the president and the succeeding term. The president­elect shall be responsible for and serve on the annual conference committee.

Immediate Past­President. The immediate past­president shall serve as chairperson of the nominating committee, the bylaws committee, and the policies and procedures committee.

Vice President. The vice president shall be the liaison to the regions and shall assume the office of the president­elect in the event such office is vacant.

6

Secretary. The secretary shall keep all records of the proceedings of the Board of Directors, Executive Committee and membership.

Treasurer. The treasurer shall have custody of all the funds of the corporation; shall keep a full and active account of receipts and expenditures; and shall make disbursements in accordance with the approved budget as authorized by the Board of Directors.

ARTICLE 5 WORK LEVELS REPRESENTATIVES Section 5.1 The members shall elect five Work Levels Representatives who shall serve two­year terms. The Work Levels to be represented are: Elementary, Middle/Junior High, Senior High, Legislative Chair/Advocacy and Small Districts and Private Schools. Representatives of the Elementary, Middle/Junior High, and Senior High work levels shall serve their first year as Chairperson­elect and the following year as Chairperson of the work level. Representative of Small Districts and Private Schools work level shall be elected for a term expiring in even numbered years.

Section 5.2 Supervisor­ESD, Media Director, Medium Editor, Exhibiting Partner, and Higher Education work level representatives are recommended from within those groups and appointed by the President to serve terms expiring in odd numbered years.

ARTICLE 6 INTEREST GROUPS AND CHAIRPERSONS Section 6.1. The president, with the approval of the executive committee, shall establish interest groups as requested by a group of 25 or more members and upon presentation to the executive committee of goals and objectives for the group. The president will appoint a chairperson of such interest group for a two­year term.

Section 6.2. The president and executive committee will review annually the membership, goals, objectives, and activities of each interest group and may by majority vote dissolve any interest group.

7

ARTICLE 7 REGIONS AND REGIONAL OFFICERS Section 7.1. Each active member of the corporation shall also be a member of a region. Descriptions and responsibilities of the Regions and Region Officers shall be listed in the Policies and Procedures Handbook. Any changes in regions shall be made by the Board.

Section 7.2. Regions shall hold at least three meetings during the year.

ARTICLE 8 DUES The Executive Committee shall determine from time to time the amount of annual dues to be payable by the members of each class to the membership chairperson in advance, on or before the first day of September. Persons joining after June 30 of any year, upon payment of full dues for the year, shall become members for the remainder of that year and the year following, and shall not have to pay any other dues for such year following.

ARTICLE 9 ANNUAL MEETING Section 9.1. The annual meeting of the members of the corporation shall be held at the annual conference in the fall or at such other time and place as may be determined by the Executive Committee of the Board of Directors. A quorum shall consist of those members present and voting. Each annual meeting shall be held for the purpose of introducing officers and members of the Board of Directors, receiving reports, and transacting such other business as may properly come before the meeting. Special interest, regional or other meetings of the membership may be called by the President or Board or Directors upon at least fourteen days' notice being given to the appropriate members.

Section 9.2. The fiscal year, and the year of office for elected officers, appointed chairpersons, and regional officers, shall begin on November 1st.

8

ARTICLE 10 NOMINATION AND ELECTION PROCEDURES Section 10.1. Nominations for officers under Articles 4 and 5 shall be made by the nominating committee. The slate of nominees as prepared by the nominating committee shall be completed by April 1 of each year for the elections to be held later in that year. The slate of nominees shall be forwarded to the President.

Section 10.2. The nominating committee shall make every effort to present at least two nominations for each position for which an election is to be conducted, except that the nominating committee may decide to place only the name of one person in nomination for offices on the ballot for which two nominees were not available.

There shall be no nominations for president, and the current president­elect shall take office as president.

Section 10.3. Following nominations, the nominating committee shall prepare and provide a secure online voting forum to all members setting forth the slate of candidates and providing for the insertion of additional names by the voting members for each elective position. Whenever possible, qualifications of each candidate shall accompany the ballot. Such ballots and supporting information shall be provided to members no later than the first day of May and shall specify a deadline for submission of the ballots, which shall be no later than June 1 of the same year.

Section 10.4. The ballots received no later than June 1 shall be counted by an impartial individual, committee, or agency to be appointed by the President. Upon completion of the ballot count, the tally committee shall declare the candidates with the most votes to be elected to their respective positions.

Section 10.5. All elected officers shall assume office at the conclusion of the annual fall conference.

ARTICLE 11 EXAMINATION OF ACCOUNTS The treasurer shall prepare an annual account. The treasurer's account shall be examined annually by an auditing committee of not less than three members, who, 9

when satisfied that the treasurer's annual report is correct, shall sign a statement of that fact at the end of the report. The members shall issue their report to the Board.

ARTICLE 12 COMMITTEES Section 12.1. Committees may be formed or dissolved by either the President, the Board, or the Executive Committee. Duties and procedures of the committees shall be as specially established and described in the Policies and Procedures Handbook.

Section 12.2. Joint committees with other professional associations may be established by the Board or the Executive Committee. Guidelines for such committees will be jointly prepared by the associations involved.

Section 12.3. Committee members and their chairpersons will be appointed by the President. Committee chairpersons will serve for two­year terms ending at the annual membership meeting held during the fall conference of that year.

ARTICLE 13 AMENDMENTS Section 13.1. The Bylaws may be amended by a two­thirds vote of the members present and voting at any annual or special meeting of the corporation at which a quorum is present. All proposed amendments shall be submitted in writing to the membership of the corporation at least thirty days prior to the meeting at which such amendments are to be voted upon.

Section 13.2. The vote approving amendment of the Bylaws may be by electronic ballot provided to members, which shall require a two­thirds majority vote of ballots submitted within thirty days.

Section 13.3. Amendments shall go into effect immediately following an affirmative vote unless otherwise stated in the motion to amend.

ARTICLE 14 10

PARLIAMENTARY AUTHORITY Roberts Rules of Order, Newly Revised, shall be the parliamentary authority in all matters not covered by the Articles of Incorporation, the Bylaws, or the Policies and Procedures Handbook.

ARTICLE 15 POLICIES HANDBOOK A Policies and Procedures Handbook of the corporation shall be established, maintained, and published by the Board. The handbook will clarify such items as categories of specialization, budgeting, and dues, and shall describe the duties and responsibilities of the officers and chairpersons of the corporation. The handbook shall cumulate all matters of continuing interest and policy.

ARTICLE 16 MERGER OR CONSOLIDATION In the event the Board of Directors adopt a resolution approving the proposed plan of merger or consolidation then, after approval by a 2/3 majority of the voting members, consistent with RCW 24.03.195, the assets and liabilities shall be distributed in accordance with a proposed plan of merger or consolidation.

ARTICLE 17 DISSOLUTION OR WINDING UP In the event of dissolution of the corporation, whether by voluntary, involuntary, or administration action, or the winding up of its affairs, the corporation shall have adopted a plan of distribution providing for the distribution of assets not inconsistent with RCW 24.03 and specifically RCS 24.03.225, as amended. The plan of distribution shall generally first provide for payment or discharge of corporate liabilities and obligations; second, for distribution of restricted assets, if any; and third, for distribution of any remaining assets as determined by the Executive Committee of the Board of Directors consistent with the Articles of Incorporation.

11