BYLAWS & ORGANIZATIONAL MANUAL

Article I. Name

The name of this corporation shall be the Wisconsin Library Association, Inc.

Article II. Purpose

The Wisconsin Library Association, Inc. (hereinafter referred to as “WLA” or “Association”) is exclusively a nonprofit corporation organized under Wis. Stats. Ch. 181 with the purpose of improving and promoting library and information services and practice for the people of Wisconsin. In achieving this purpose, WLA recognizes these broad responsibilities:

• to communicate that library and information services address essential informational, educational, cultural and recreational needs within Wisconsin;
• to support efforts to assure the people of Wisconsin access to the broad range of views about issues of importance to them;
• to advocate for libraries and information services on current critical issues.

Article III. Membership

Section 1. Categories The Wisconsin Library Association (WLA) shall have the following membership categories: 

• Individual – This category includes employed/unemployed/retired library workers, students, trustees, Friends, and Life members.
• Institutional – This category includes corporations and other for-profit entities, nonprofits, and libraries and library-related organizations.
• Boards – This category includes the boards of libraries, Friends, and foundations.

Only individual members may vote or hold elected office.

Section 2. Dues

Annual dues are determined by the WLA Board. Failure to pay annual dues within two months of the anniversary date shall constitute forfeiture of membership, which may be reinstated upon payment of dues.

Section 3. Privileges

Only individual WLA members are eligible to vote and hold elected office. Members shall receive publications and services in accordance with the Policies and Procedures Manual adopted by the WLA Board of Directors.

Only members in good standing are eligible to participate in the Association’s divisions, committees, and interest groups. An institutional member may designate one individual as its representative. That designee shall be considered an individual member with all the rights and privileges of individual membership. That individual shall receive communications from WLA as the representative of the institutional member.

Section 4. Annual Meeting

An annual business meeting of the membership shall be held at a time and location determined by the Board of Directors. The members present at this meeting shall constitute a quorum.

Section 5. Equal Opportunity

The Wisconsin Library Association is open to all people and shall not discriminate in employment, membership, or participation in sponsored activities on the basis of race, religion or creed, ethnicity, national origin, age, gender, gender identity or expression, sexual orientation, veteran status, or intellectual and developmental disabilities.

Article IV. Officers and Board of Directors

Section 1. Powers

The property, affairs, activities, and concerns of WLA shall be vested in the Board of Directors.

Section 2. Officers and Board of Directors

The Officers shall consist of the following members:

• President – one-year term, assumed immediately after having served as President-Elect
• President-Elect – one-year term
• Past President – one-year term, assumed immediately after having served as President
• Treasurer – three-year term
• Secretary – three-year term

The Board of Directors consists of the Officers plus the ALA Councilor whose term shall be three years. Additionally, each division and section are eligible to have one representative, whose term shall be three years, on the Board of Directors. All terms begin on the first day of the calendar year. No individual may hold two voting positions.

Section 3. Quorum

Fifty-one percent (51%) of the number of current Board of Directors in office shall constitute a quorum.

Section 4. Manner of Acting

The act of a majority (51%) of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.

Section 5. Meetings

The President shall call a minimum of four meetings per year. The majority (51%) of the number of the current Board of Directors in office may act and call a special meeting. Between meetings, a vote by email, conference call or other means may be taken by the President, in accordance with procedures established by the Board of Directors, and shall be recorded in the minutes of the next meeting.

Section 6. Absence

If a member is absent for more than two meetings in one year as unexcused absences, the Board of Directors may act and declare that person's position vacant.

Section 7. Resignation

Any board member may resign by giving written notice to the President.

Section 8. Removal

Any board member may be removed by action of the Board of Directors.

Section 9. Vacancies

The Board of Directors may fill, by appointment, any Board of Directors vacancy until the next annual election.

Section 10. Policies and Procedures Manual

The Board of Directors shall maintain and follow the Policies and Procedures Manual that identifies the roles and responsibilities of officers and committees, and that documents management procedures. Revisions to the Policies and Procedures Manual shall be approved by action of the Board of Directors.

Section 11. Executive Director

The Board of Directors shall employ an Executive Director and determine the terms of service, compensation, and methods of evaluation.

Article V. Units

A unit is defined as any group (division, section, roundtable, or special interest group) that governs itself in accordance with WLA Bylaws.

Section 1. Divisions

The purpose of a division is to promote the development of libraries, library services and librarianship within and for a particular type of library.

Section 2. Sections

The purpose of a section is to explore, develop and share knowledge about specific functions or issues related to the library profession or workplace that have relevance for all types of libraries and librarians.

Section 3. Roundtables

The purpose of a roundtable is to explore, develop and share knowledge about specific functions or issues related to the library profession or workplace that have relevance for all types of libraries and librarians, which, by reason of fewness in number, cannot qualify for status as a section.

Section 4. Special Interest Groups

Special interest groups (SIGs) provide a vehicle for members to share ideas, plans, news, and opinions related to a particular area of interest without the formal expectations and structure of a traditional association unit.

Article VI. Committees

Section 1. Executive Committee

The Executive Committee consists of the President, President-Elect, Past President, Treasurer and Secretary.

Section 2. Finance Committee

The Finance Committee consists of the President, President-Elect, Treasurer (who serves as Chair), Secretary, and three members at-large from three Divisions and/or Sections represented on the Board of Directors.

Section 3. Standing Committees

WLA may establish standing committees to work in areas and consider matters which pertain to the Association as a whole and which require continuity of attention and programs. When established, the appointive membership of each standing committee shall be divided into two as nearly equal as possible portions with one to serve for one year and the other two serve for two years. Thereafter, all appointments shall be made for two years. Members may be reappointed for a second but not a third consecutive term.

Section 4. Special Committees

WLA may establish special committees to work on short term projects that do not require continuity from year to year.

Section 5. Task Forces

WLA may establish task forces to address immediate, short-term issues not covered by any other WLA Committee. The Board of Directors shall determine the size and composition of such task forces and the President shall appoint the members subject to approval by the Board.

Article VII. Elections

Section 1. Annual Ballot

The ballot for the annual election shall contain the names of candidates for vacant Board of Director positions, other vacant elected positions, and any issues requiring a vote of the membership.

Section 2. Elections

Ballots should be distributed to each individual member in a secure and timely manner. Completed ballots received by the designated end of the election time frame shall be counted.

Section 3. Report

All ballots shall be counted and reported to the Board of Directors in a timely manner. Candidates shall be informed of the results promptly thereafter. The results of the election shall be published in an official publication. A plurality shall elect.

Section 4. Tie votes

In the event of a tie, the determination shall be by lot.

Article VIII. Fiscal Affairs

Section 1. Fiscal Year

The fiscal year shall be the calendar year.

Section 2. Annual Budget

The Finance Committee shall develop and present an annual budget to the Board of Directors for approval.

Section 3. Authorization of Funds

No expense shall be incurred on behalf of WLA except upon authorization of the Board of Directors.

Article IX. Records

The Board of Directors shall determine records policy and designate a repository.

Article X. ALA Chapter Status

The Association shall maintain chapter status in the American Library Association. 

Article XI. Affiliation with Other Organizations

WLA may affiliate with other library, technology, or educational organizations as determined by the Board of Directors. Any financial obligation or arrangement by WLA to other organizations shall be approved by the Board of Directors.

Article XII. Parliamentary Authority

The parliamentary authority shall be the current edition of the American Institute of Parliamentarians Standard Code of Parliamentary Procedure when applicable and not in conflict with these bylaws. If it does not adequately address the issue, then the current edition of Robert’s Rules of Order Newly Revised, will be consulted. A parliamentarian shall be appointed annually by the President of the Board of Directors.

Article XIII. Dissolution

Upon dissolution of WLA, assets remaining shall be distributed to one or more like association(s) or foundation(s) organized as a nonprofit under 501(c)6 or 501(c)3 of the Internal Revenue Code or shall be distributed to the Federal government or a state or local government for public purpose, as selected by the Board of Directors at the time of dissolution.

Article XIV. Amendments/Revisions

Bylaw revisions shall be reviewed by the Executive Director and then submitted to the Board of Directors for acceptance. Revisions shall be approved by two-thirds (67%) of the membership voting in the annual election.