Article I. Name

1. The name of the organization shall be Ulster County Library Association, Inc.

2. Ulster County Library Association, Inc., hereinafter referred to as the Association, is a corporation as defined in subparagraph (a)(5) of Section 102 of the Not-for-Profit Corporation Law. The corporation is a Type B corporation under section 201 of the Not-for-Profit Corporation Law. The office of the corporation shall be located in the County of Ulster, State of New York.

3. The Secretary of State of the State of New York is designated as the agent of the corporation upon whom process against it may be served. The post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him as agent of the corporation is: Ulster County Library Association, Inc. C/O Director at Kingston Library, 55 Franklin Street, Kingston, NY 12401

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Article II. Purpose

1. The purposes for which the corporation is formed shall be to provide services to all New York State Chartered public libraries located in Ulster County to encourage the maintenance of a high level of library service to the people of Ulster County.

2. The services the Association provides shall include but not be limited to:

A. Coordinating and executing all activities required to secure funds on behalf of county libraries;

B. Coordinating the dissemination of information to the public on library services and activities;

C. Providing a forum to encourage free communications among Member Libraries;

D. Defining and executing special projects for the benefit of Member Libraries, so as to stimulate the use of the libraries’ resources and services;

E. Encouraging gifts, endowments and bequests to the Association;

F. Taking other actions incidental to or connected with or in advancement of the foregoing purposes.

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Article III. Limitations

1. This Association is organized and is to be operated exclusively for charitable and library purposes, including but not limited to receiving contributions and paying them over to an organization described in Section 501(c)(3) of the Internal Revenue Code.

2. Nothing herein contained shall be deemed to authorize the Association to establish or maintain any institution or agency in the State of New York or have a purpose mentioned in Section 404(a) to (v) of the Not-for-Profit Corporation Law.

3. No part of the net earnings or revenues of the Association shall inure to the benefit, pecuniary profit or financial gain of any of its members, directors, officers, private shareholders or any other individual.

4. No substantial part of its activities shall be the carrying on of propaganda or otherwise attempting to influence legislation, except as otherwise provided in Section 501(h) of the Internal Revenue Code. The Association shall not participate in or intervene in, including by publishing or distributing statements, any political campaign on behalf of or in opposition to any candidate for public office.

5. The Association shall not carry on any other activity which is not permitted by an IRS 501(c)(3) tax exempt corporation.

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Article IV. Dissolution

In the event of dissolution, after payment of necessary expenses and obligations, the remaining assets and property of the Association shall be distributed to such organizations as qualify under IRS Section 501(c)(3), subject to an order of a Justice of the Supreme Court of the State of New York. Notwithstanding an order of the Supreme Court such dissolution shall require a majority vote of the Member Libraries present at a special meeting, which shall require 30 days notice to all Member Libraries, called for the express purpose of considering dissolution.

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Article V. Governance

1. The Association shall be governed by a Board of Directors, the number of which shall be fixed from time to time by the Bylaws.

2. The initial Board of Directors established pursuant to these Bylaws shall be comprised of four (4) Officers, a President and Vice President elected as such for a term of one (1) year, a Secretary and Treasurer elected as such for a term of two (2) years and at least one (1) Director elected as such for a term of three (3) years by the Member Libraries present at the Annual Meeting when these Bylaws are adopted.

3. Each Board of Directors subsequent to the initial Board of Directors described in paragraph 2 above shall be comprised of four (4) Officers, a President, Vice President, Secretary, Treasurer and at least one (1) Director elected as such for a term of three (3) years by the Member Libraries present at the Annual Meeting.

4. Directors and Officers shall assume office immediately following their election.

5. The duties of Officers and Directors shall be as listed in the latest revised edition of Robert’s Rules of Order.

6. On occasions whe vacancies may occur on the Board and the number of Directors falls below five (5), vacancies may be filled by a majority vote of the Board. The term of such Directors chosen to fill vacancies shall expire at the next Annual Meeting.

7. On occasions when the proportion of Directors whose terms would expire in even or odd years is not approximately equal, candidates may be nominated for a one (1) year term.

8. On occasions when it may be determined by a majority of the current members of the Board that it is in the interest of the Association to increase the number of Directors on the board, such additional Directors may be elected by a majority vote of the Board. The term of such additional Directors shall expire at the next Annual Meeting.

9. No Officer shall serve more than two (2) consecutive three (3) year terms in the same office. There shall be no limitation on the number of consecutive terms a Director may serve.

10. Any Director who fails to attend three consecutive meetings without being excused shall be considered to have resigned.

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Article VI. Indemnification

Every current or former director, officer, employee, and agent of the Association shall be entitled to indemnification to the full extent provided by Section 722 of the Not-for-Profit Corporation of the State of New York, as amended, subject to the conditions and limitations set forth therein. The Association may purchase insurance for indemnification.

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Article VII. Dues

1. The Association shall from time to time establish a dues schedule by majority vote at any duly convened meeting of the Association. Notification of proposed dues schedule changes shall be provided to all Member Libraries at least thirty (30) days prior to the vote.

2. The membership year and the fiscal year shall be from July 1 to June 30. A statement of dues shall be mailed by July 1 with payment due by August 31.

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Article VIII. Membership

Member Libraries – All New York State Chartered public libraries located in Ulster County shall be eligible to be Member Libraries in the Association upon payment of the annual dues prescribed by the Association. A Member Library shall be considered to be in good standing when dues are paid for the current year.

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Article IX. Meetings

1. An annual meeting of the Association shall be held at a date, time, and place determined by the Officers. Notice of the annual meeting shall be sent to all Member Libraries.

2. A majority of the Officers may call for such other general meetings as they may consider necessary or desirable provided notice of such meetings is given to all Member Libraries.

3. A quorum for transacting business at annual and general meetings shall consist of representatives from at least five (5) Member Libraries.

4. When it may be deemed appropriate, a majority of the Officers may call for a meeting of the library directors of the Member Libraries. Association business effecting the Member Libraries which is formulated at meeting of the library directors shall need the approval of the Board of Directors.

5. Meetings of the Board of Directors may be conducted in person, by telephone or conference call or by email.

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Article X. Voting

Each Member Library in good standing shall be permitted one vote on matters of Association business. Member Libraries shall be responsible for establishing their own procedures for formulating and delivering the vote for their own Member Library and notifying the Association Secretary of the title of the individual.

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Article XI. Notice

1. Notice of the date, time and place of the Annual Meeting shall be distributed to all Member Libraries not less than 15 days prior to the date of the meeting.

2. Notice of the date, time and place of other general meetings shall be distributed to all Member Libraries not less than 10 days prior to the date of the meeting.

3. Notice of the date, time, and place of meetings of the Board of Directors shall be distributed to all members of the Board not less than 10 days prior to the date of the meeting.

4. Notice of meetings shall be deemed served when sent via email to the email address of record for each Member Library, each Director or each library director, as the case may apply, or deposited for regular US mail.

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Article XII. Committees

1. The president shall appoint such committees as may be necessary.

2. The president shall appoint a Nominating Committee at least sixty (60) days before the Annual Meeting at which Directors are to be elected. The Committee shall consist of at least three (3) individuals.

3. The president shall appoint a Selection and Acquisition Committee who shall serve for a 2 year term.

A. The Selection and Acquisition Committee shall consist of not less than five (5) nor more than nine (9) members composed of a mix of representatives. The treasurer shall be an ex-officio member.

B. The Selection and Acquisition Committee shall schedule regular meetings and issue reports that consist of recommendations which can be approved by a majority of Member Libraries.

C. A majority of Member Libraries voting shall determine whether a recommendation is approved. Adopted recommendations shall be implemented by way of executed contractual arrangements.

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Article XIII. Rules of Order

The rules contained in Robert’s Rules of Order (Latest Revised Edition) shall govern the Association in cases to which they may be applicable and in which they are not inconsistent with the Association’s Bylaws.

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Article XIV. Amendment

1. The Bylaws of the Association may be amended by a two thirds (2/3) vote of Member Libraries at any duly convened meeting at which a quorum is present, provided that notice of proposed amendment has been sent to all Member Libraries at least thirty (30) days prior to the meeting at which it is to be voted upon.

2. Amendments may be proposed in writing by any Member Library. Proposals must first be discussed at an Annual Meeting or general meeting. Upon a majority approval of those present at such meeting, a proposed amendment shall be distributed to all Member Libraries at least thirty (30) days prior to a subsequent meeting at which its adoption shall be voted upon.