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The BLC is a non-profit 501(c)3 corporation, incorporated in the Commonwealth of Massachusetts. The Board of Directors reviews the bylaws annually.
ARTICLE I - Name
This corporation shall be known as the Boston Library Consortium, Inc.
ARTICLE II - Purpose
Section 1. It is the purpose of the Boston Library Consortium to share human and information resources so that the collective strengths support and advance the research and learning of the members’ constituents.
Section 2. The corporation is organized to carry out library activities solely for the purpose of benefiting educational institutions and libraries which are domestic or foreign organizations described in section 501(c)(3) of the Internal Revenue Code as amended and which are not “private foundations” as defined in section 509(a)(2) of such code or which are subdivisions of the Commonwealth of Massachusetts.
Section 3. No activities of the corporation shall contravene or jeopardize the nonprofit status of an individual member, and no member shall be bound by such an activity.
ARTICLE III – Membership
Section 1. Membership. The members of the corporation shall be institutions concerned with higher education and research, each acting through its principal library. With respect to college and university institutions, the principal library is that which serves the broadest subject interests of the institution’s faculty, undergraduate and graduate students, and researchers.
Section 2. Eligibility. Institutions may, after meeting criteria for membership established by the board of directors, become members upon approval by a two-thirds vote of the board of directors of the corporation. No institution shall be admitted to membership until it presents evidence satisfactory to the board of directors that such membership has been duly authorized by that institution. Each member is entitled to those rights and privileges with respect to its principal academic and research library activity as may be determined from time to time by the corporation's board of directors, such determination to be conclusive.
Section 3. Dues & Fees Membership in good standing requires the payment of annual dues which the board of directors shall determine in advance of the beginning of each fiscal year. Dues shall be payable by the fifteenth day of October of each year or such other time as the directors may specify. Dues of a new member shall be prorated from the first day of the month in which membership began. Membership in good standing also requires the payment of any supplement to annual dues which the Board of Directors may from time to time determine to be necessary.
Section 4. Withdrawal and Removal. Members may withdraw from the corporation at the end of the corporation’s fiscal year upon written notice provided such written notice is given to the corporation six months before the end of the fiscal year. Membership may be revoked with cause effective at the end of any fiscal year by two-thirds vote of all the directors.
ARTICLE IV - Board of Directors
Section 1. Composition of the Board. Each member of the corporation shall be entitled to have one representative on the board of directors who shall be the chief librarian of its principal library.
Section 2. Powers. The board of directors shall manage the affairs of the corporation and exercise all of its powers. The directors may, from time to time, to the extent permitted by law, delegate any of their powers to committees, officers, attorneys or agents of the corporation subject to such limitations as the directors may impose.
Section 3. Regular Meetings. Regular meetings of the board of directors shall be held at least annually or at such other more frequent intervals as the directors may determine and at such times and places as they may fix.
Section 4. Special Meetings. Special meetings of the board may be held at such times and places as may be determined by the president or upon written application of three or more directors and shall be called by the clerk or, in the case of the death, incapacity or refusal of the clerk, by any other officer.
Section 5. Notice of Meetings. No notice need be given for a regular meeting. Seventy-two hours' notice by mail, telephone, or other electronic means shall be given for a special meeting unless shorter notice is adequate under the circumstances. A notice need not specify the purpose of any special meeting. Notice of a special meeting need not be given to any director if a written waiver of notice executed by her/him before the meeting is filed with the records of the meeting.
Section 6. Quorum. A majority of the directors then in office shall constitute a quorum at any meeting of the board, but a smaller number may adjourn finally or from time to time without further notice until a quorum is secured. Except as otherwise may be required hereby, at any meeting, a majority of the directors then in office may take any action on behalf of the board.
Section 7. Action by Consent. Any action required or permitted to be taken at any meeting of the board may be taken without a meeting provided that members of the board submit their votes in writing. Any director who fails to submit a written vote will be recorded as an abstention. An action by consent shall be effective when the number of members required to approve such a vote have taken action. The record of such action and the result of such vote shall be filed with the records of the meetings of the board.
Section 8. Vacancies. Continuing directors may act despite a vacancy or vacancies on the board and shall, for this purpose, be deemed to constitute the full board. A person appointed as acting chief librarian at a member's principal library shall be entitled to represent that member on the board of directors.
Section 9. Representation by Proxy. Should a director of the board be unable to attend a board meeting, she/he may send a proxy.
Section 10. Compensation. Directors as such shall not receive any salary for their services, but nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor, except as may be prohibited by law.
Section 11. Resignation. Resignations by officers or directors shall be given in writing to the president, treasurer, clerk, or directors.
ARTICLE V – Officers and Duties
Section 1. Officers. The officers shall be a president, a vice-president/president-elect, an immediate past president, and a treasurer, who shall be elected from among the members of the board of directors, a clerk of the corporation, and such other officers as the directors may from time to time prescribe. Officers shall have the authority and perform the duties as usually pertain to their offices, such duties as provided in these bylaws, and such additional duties as may be prescribed by the board of directors.
Section 2. President. The president shall manage and conduct the business of the corporation and shall have charge of the corporation subject to the supervision of the directors and shall preside at all meetings of the directors and of the executive committee at which she/he is present.
Section 3. Vice-President/President-Elect. The vice-president/president-elect shall have such powers and duties as may be designated from time to time by the directors or by the president. The vice-president/president-elect shall have the power to act in the absence or incapacity of the president.
Section 4. Treasurer. The treasurer shall be the chief financial officer of the corporation. She/he shall also have such powers and duties as may be designated from time to time by the directors or by the president. The treasurer shall not be required to give a bond for the faithful performance of his/her duty.
Section 5. Clerk of the Corporation. The clerk of the corporation must be a resident of the Commonwealth of Massachusetts unless the corporation shall have a duly appointed resident agent. The clerk shall record all proceedings of the directors and committees in a book or books to be kept therefore and shall have custody of the seal of the corporation and oversee the issuance of minutes of board and committee meetings. In addition, the clerk shall keep a register of the postal and electronic addresses of each member institution, and, in general, perform all duties incident to the office of clerk, and such other duties as from time to time may be assigned to her/him by the president or the board. The Clerk of the Corporation may delegate his/her duties to the Assistant Director or in his/her absence the Executive Director of the Boston Library Consortium.
Section 6. Removal. Any officer elected or appointed by the board of directors may be removed from office with cause at any time by an affirmative vote of two-thirds of all the directors.
Section 7. Vacancies. A vacancy in office because of death, resignation, removal, disqualification or otherwise may be filled by a majority vote of the board of directors for the unexpired portion of the term.
Article VI - Executive Committee
The board shall provide for an executive committee, called the Management Council, to be elected from and by the board. The members of the management council shall be the officers of the board, the executive director (ex officio), and several members-at-large the number to be designated by the board. To such committee is delegated the management of the current and ordinary business of the corporation, and such other duties as the board may authorize from time to time.
ARTICLE VII – Elections
The officers of the board shall be elected annually, save for the treasurer who will be elected biannually, by and from the board as terms of office for the officers expire.
ARTICLE VIII - Books and Records
The corporation shall keep correct and complete books and records of account and shall also keep minutes of any proceedings of its members, board of directors and committees having any of the authority of the board. It shall keep, at the registered or principal office, a record giving the names and addresses of members. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.
ARTICLE IX - Corporation Property
Section 1. Identification. Property in library resources, equipment, and other categories shall be marked, to the extent feasible, with corporation identification and may be held by designation of the board of directors by any member institution subject to any conditions agreed to between the member institution and the board.
Section 2. Availability. Subject to Article III Sections 1 and 3 hereof, library materials acquired by the corporation shall be available equally to all users of each member institution and to all other qualified users under conditions agreed to by the board of directors and within the regulations of each member institution.
Section 3. Return of Property. A member institution holding corporation property that subsequently withdraws from membership or whose membership is subsequently revoked must return such property and do so in accordance with such conditions as the board of directors may reasonably determine.
ARTICLE X - Seal
The corporate seal shall be circular in form with the name of the corporation around the periphery and the words and figures "Incorporated 1977 Massachusetts" within.
ARTICLE XI - Indemnification
The corporation shall, to the fullest extent permitted by applicable law, including all purposes set forth in Section 6 of Chapter 180 of the General Laws of Massachusetts, indemnify all persons who may serve or have served as officers or members of the board of directors or as employees.
ARTICLE XII - Fiscal Year
Except as the directors may otherwise determine from time to time, the fiscal year of the corporation shall begin on the first day of June of each year and end on the thirty-first day of May next succeeding.
ARTICLE XIII - Amendments
These bylaws may be amended, in whole or in part, at any meeting of the directors by a vote of not less than two thirds of the directors then in office, provided that notice of the proposed amendment(s) shall have been given in the call of the meeting.
Management Council’s Role
Management Council “is delegated the management of the current and ordinary business of the corporation, and such other duties as the board may authorize from time to time.” (BLC Bylaws, Article VI)
Management Council’s role is to consider:
• significant matters that cannot wait for scheduled board meetings
• matters referred to it by the board for study and possible resolution
• issues generated by the council itself
• routine matters requiring pro forma action
Other responsibilities include:
• encouraging the board to fulfill its responsibilities
• serving as a sounding board for the executive director and administration
• serving as the mechanism to oversee the institutional planning process and progress toward goals and objectives
• monitoring the executive director's performance and compensation
• acting on behalf of the full board in emergencies
As adopted by vote of the Board of Directors on November 17, 1998.
Revised by a vote of the Board of Directors on December 22, 2000.
Role of Management Council Appendix added by a vote of the Board of Directors on February 23, 2007.
Fiscal year error corrected and revised by a vote of the Board of Directors on March 14, 2014.