Being the General By-Laws of THE MANITOBA LIBRARY ASSOCIATION (hereinafter called the "Association").

• Article I: Executive Committee
• Article II: Meetings of the Executive
• Article III: Protection of Directors, Officers
• Article IV: Membership
• Article V: Meetings of Members
• Article VI: Membership Initiative
• Article VII: Committees and Interest Groups
• Article VIII: Execution of Instruments
• Article IX: Fiscal Year Execution of Instruments

  1.01 Number - The Executive Committee shall consist of six directors together with the following officers, namely:

• a) the President;
• b) the Vice-President;
• c) the Secretary;
• d) the Treasurer;
• e) the immediate Past-President;
• f) the Divisional President(s).

  1.02 Term of office and filling of vacancies - The term of office of directors, Secretary, and Treasurer shall be for staggered terms of two years, three directors to be elected each year, and the Secretary and Treasurer to be elected in alternate years.

• The Vice-President shall serve for a one year term.
• The office of President shall be for a term of one year and shall ex-officio be filled by the retiring Vice-President.
• The office of Past-President shall be for a term of one year and shall ex-officio be filled by the retiring President.
• The office of the Divisional President shall be for a term of two years and shall ex-officio be filled by the retiring Vice-President of the Divisional Council.
• Any vacancy in the offices of Past-President or President shall not be filled. Any vacancy in the office of Secretary, Treasurer or any director may be filled by the Executive Committee and a person so chosen shall hold office for the balance of the unexpired term of the vacating officer or director. Any vacancy in the office of Vice-President shall be filled forthwith by special ballot of the membership.

  1.03 Vacation of office - The office of a member of the Executive Committee shall forthwith be vacated:

• If the member fails to comply with any requirements imposed by any valid by-law respecting the qualification of members of the Executive Committee;
• If the member resigns and gives notice to the Association of such resignation; or
• If the member is removed from office at a special meeting of the general membership of the Association called for such purpose. The same conditions shall apply to the Divisional President except for 1.03 (c) in which case the membership of the Division shall apply.

  1.04 Election and removal - Election of members of the Executive Committee shall be by mail ballot in accordance with such procedures as established by the Executive Committee from time to time. The Divisional President shall be elected by the membership of the Division in accordance with the established procedures of the Division. The term of office of a member of the Executive Committee shall commence at the conclusion of the Association's annual meeting and shall terminate at the conclusion of the next or next following such annual meeting, as the case may be. Retiring members of the Executive Committee shall be eligible for re-election to the Executive Committee.

• Members of the Executive Committee may be removed from office by two-thirds majority vote of voting members present at any meeting of the members of the Association for which notice of intention to move for dismissal has been given.

  1.05 Qualification of members of the Executive Committee - Each member of the Executive Committee shall be at the time of election and throughout the term of office held, a personal member of the Association in good standing.

  1.06 Duties of officers and directors - The duties of officers and directors shall be as determined by the Executive Committee from time to time and, without restricting the generality of the foregoing:

• The President shall preside at meetings of the Association and of the Executive Committee and shall ex-officio be a member of all committees;
• The Vice-President shall assume the duties and responsibilities of the President at the request, in the absence, or upon the resignation or dismissal of the President;
• The Secretary shall keep the minutes of all meetings of the Association and of its Executive Committee, shall have custody of the official records of the Association, shall receive all correspondence and answer same as directed by the Association or the Executive Committee, and shall prepare and mail notices of all meetings or as otherwise required;
• The Treasurer shall be custodian of all funds of the Association, keep the same on deposit in a financial institution designated by the Executive Committee, submit a financial statement to each executive meeting, and submit an audited financial statement of receipts and expenditures to the annual meeting of the Association;
• Each Director shall assume committee and Interest Group responsibility as assigned by the President.
• The Divisional President shall serve as the representative of the Division on the Executive Committee.

  2.01 Notice - Executive Committee meetings may be held at any place within Manitoba as the Executive Committee may from time to time determine. A meeting of the Executive Committee may be convened by the President or Vice-President, or any three members of the Executive Committee may at any time, and the Secretary by direction of the President or Vice-President shall convene a meeting of the Executive Committee. Notice of such meeting shall be delivered personally or by telephone or telecommunications device or mailed to each member of the Executive Committee not less than two days before the meeting is to take place; provided always that a meeting of the Executive Committee may be held at any time without formal notice if all the members thereof are present or those absent have waived notice or have signified their consent in writing to the meeting being held in their absence. No errors or omissions arising through inadvertence in giving notice for a meeting of the Executive Committee shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting. Any member of the Executive Committee may at any time waive notice of any meeting and may ratify and approve of any and all proceedings taken or had thereat. Meetings of the Executive Committee may be held by conference telephone or similar device.

• Notice of any Executive Committee meeting need not specify the purpose of the business to be transacted at the meeting except as required by the Constitution or any other by-law of the Association.
• The continuing members of the Executive may act notwithstanding any vacancy in their body, but if their number is reduced below the number necessary for a quorum, the continuing members may act for the purpose of calling an election to fill the vacancies, but for no other purpose.

  2.02 Quorum - Five members of the Executive Committee shall form a quorum for the transaction of business.

  2.03 Voting - Each member of the Executive Committee shall have one vote. Questions arising at any meeting of the Executive Committee shall be decided by a majority of votes including that of the officer chairing the meeting, but in the event of a tie, the officer chairing the meeting shall have a second or deciding vote.

  3.01 Limitations of Liability - No director, officer or member of the Executive Committee shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Executive Committee for or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Association shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of the Association shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune, whatever which shall happen in the execution of the duties of his office or in relation thereto, unless the same are occasioned by his own wilful neglect or default.

  3.02 Indemnity - Except in respect of an action by oron behalf of the Association to procure a judgment in its favour, the Association shall indemnify a director, officer or member of the Executive Committee, a former director, officer or member of the Executive Committee, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director, officer or member of such Executive Committee, if:

• he acted honestly and in good faith with a view to the best interests of the Corporation, and
• in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

  3.03 - The Association shall indemnify any person referred to in 3.02 in respect of an action by or on behalf of the Association to procure judgment in its favour, to which he is made a party by reason of being or having been a director, officer or member of the Executive Committee against all costs, charges and expenses reasonably incurred by him in connection with such action if he acted honestly and in good faith with a view to the best interests of the Association and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

  4.01 - The members of the Association shall consist of the following:

• a) Personal members, being individuals who have satisfied the requirements for membership;
• b) Institutional members, being corporations, firms, associations, or organizations who have satisfied the requirements for membership;
• c) Honourary members, being individuals who have contributed significantly to the development libraries in the Province of Manitoba as recommended by the Executive Committee to the members of the Association at a general meeting for ratification;
• d) Life members, being personal members of the Association who have satisfied the requirements for such membership.

  4.02 Requirements for membership - The Executive Committee shall have the power to establish and to amend, from time to time the following requirements for membership:

• a) Forms for application or renewal of membership;
• b) Dues to be paid for membership or renewal of membership, including the frequency or duration in respect thereto;
• c) The date for commencement or termination of any membership period; and
• d) Requirements for conferring of life membership.

  4.03 Resignation and termination of membership - Any member may resign from the Association by notification in writing. Unless renewed, the membership of any member ceases at the end of the period of membership as determined by the Executive Committee. Membership is not transferable.

  5.01 Annual Meeting - The annual general meeting of the members of the Association shall be held at such place in Manitoba as determined by the Executive Committee, and on a day in each year between March 1st and May 31st as determined by the Executive Committee. Written reports to the membership shall be made at the annual general meeting by the President, the treasurer, and each person chairing a standing or ad hoc committee established by the Executive Committee.

  5.02 Special Meetings - Meetings of the members other than the annual general meeting, may be convened by order of the President or the Vice-President or by the Executive Committee at any time and at any place within Manitoba. In Addition, not less than thirty personal and/or voting institutional members of the Association may convene a special meeting in the same manner as nearly as possible as that by which meetings may be convened by the Executive Committee.

  5.03 Notices - A printed or typewritten notice stating the day, hour and place of meeting and the information respecting the business to be transacted shall be served upon each member entitled to vote either personally or by mail at least 21 days (exclusive of the day of mailing, but inclusive of the day for which notice is given) before the date of every such meeting, directed to such address as appears on the books of the Association, or, if no address be given therein, then to the last address of such member known to the Secretary. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any member or the duly appointed delegate of an institutional member. Any member may at any time waive any notice required to be given under these by-laws.

  5.04 Omission of notice - The Accidental omission to give notice of any meeting or the non-receipt of any notice by any member or members shall not invalidate any resolution passed or any proceedings taken at any meeting.

  5.05 Rules of order - The most current edition of Robert's Rules of Order shall govern the conduct of the meeting.

  5.06 Resolutions in lieu of meeting - Any matter or thing capable of determination by resolution at an annual or special meeting of the Association may be determined by mail ballot. The question or matter to be determined shall be formulated by the Executive Committee. The Executive Committee shall determine a date for the counting of ballots and ballots shall be mailed to all personal, institutional, and life members at least twenty-one days (exclusive of the day of mailing, but inclusive of the day for the counting of ballots) before the date for the counting of ballots and such date shall be clearly advised to each such member. For the purpose of determining the outcome of any such mail ballot, the number of ballots returned before the date for counting of ballots shall be the denominator.

  5.07 Quorum - Thirty members personally present (or in the case of voting institutional members, represented by a delegate) shall be a quorum at any meeting of members. No business shall be transacted at any meeting unless the quorum requisite be present at the commencement of the business but if present at the commencement of the meeting, the meeting may continue even though less than a quorum remain.

  5.08 Votes - Personal and life members shall have one vote at any meeting of members or upon any resolution in lieu of a meeting. Institutional members having a permanent establishment in Manitoba (in these by-laws "voting institutional members") shall be entitled to one vote at any meeting of members or upon any resolution in lieu of a meeting. The vote of a voting institutional member shall be cast by its delegate at any meeting of the members provided the credentials of such delegate have been presented to and accepted by the Secretary. Honourary members and non-voting institutional members shall not be entitled to vote or to receive notice of any meeting or any resolution in lieu thereof.

  5.09 Proxies - Except in respect of voting institutional members, no voting shall be permitted by proxy.

  6.01 Voting members of the Association, consisting of not less than 10, may by notice in writing delivered to the Secretary at any time prior to the delivery or mailing of a notice calling a special or annual general meeting of the membership, require that any matter or resolution be placed upon the agenda of such meeting and any resolution passed by a majority of the members casting ballots at such meeting (or in the case of an amendment to the Constitution of the Association, two-thirds of such vote) shall, to the extent the subject matter thereof relates to matters within the authority of the Executive Committee, have the same force and effect as if passed by the Executive Committee.

• Upon receipt of any notice as hereinbefore provided, the Secretary shall include such matter or resolution upon the agenda of the said meeting and include such matter or resolution in the notice to members calling the said meeting.

  7.1 Committees

  7.1.1 Committees Generally - The Executive Committee may, by resolution, establish, dissolve, determine the membership of, determine the terms of reference for, or amend the terms of reference for such standing or ad hoc committees as it determines necessary from time to time.

  7.1.2 Nomination Committee - There is hereby established a Nomination Committee. The Executive Committee shall appoint members to the said Committee each year at such time prior to the election of officers and directors as it determines reasonable for the purposes of its duties. Subject to approval by the Executive Committee, the Nomination Committee shall determine procedures to carry out its duties.

• The Nomination Committee shall obtain nominations from the membership for all offices to be filled in the next election of officer and directors, prepare necessary ballots and conduct the election by mail ballot, all by dates approved by the Executive Committee provided that in all events the date for return and counting of ballots shall be a date prior to the date of the next annual general meeting at which the results of such election are to be announced to the membership.

  7.2 Interest Groups

  7.2.1 Interest Groups may be established by the Executive Committee upon written petition of 10 or more voting members of the Association to meet MLA needs that cannot be met through the existing MLA structure, or through short term task force. These needs may be related to a type of activity, a type of material, a type of library patron; a social, political or educational issue or a category of worker in the information sector.

  7.2.2 Terms of reference of Interest Groups must be presented to the Executive Committee for approval.

  7.2.3 The Executive Committee may discontinue an Interest Group when the Interest Group can no longer meet the requirements set out in the Interest Group guidelines as approved by the Executive Committee.

  7.2.4 Each Interest Group shall have a Convenor who shall be elected by the members of the Interest Group. The Convenor shall hold office for one year.

  7.2.5 Members of MLA in good standing shall be eligible for membership in an Interest Group.

  7.2.6 The Interest Group Convenor shall normally be appointed in time for the Annual General Meeting and shall continue in office until the next Annual General Meeting or until disbanded.

  7.2.7 An Interest Group shall report to the Executive Committee through a Director assigned to assist the Interest Group as chosen by the President.

  7.2.8 The minutes & proceedings of all Interest Groups shall be filed with the President.

  7.3 DIVISIONS

  7.3.1 PREAMBLE - The purpose for establishing a Westman Division of the Manitoba Library Association is to foster closer contact between the library community in this region and the provincial library association, and to promote the continuing improvement of library services in the region.

  7.3.2 NAME - The name of the Division herein constituted shall be the Westman Division of the Manitoba Library Association and shall hereinafter be referred to as "the Division" and the Manitoba Library Association shall be referred to herein as "the Association".

  7.3.3 REGION - That the Division, for these purposes, be defined as that part of the province lying between the Saskatchewan boundary on the west, the International border on the south, the town of Dauphin in the north, and Portage La Prairie in the east.

  7.3.4 OBJECTIVES

1. To promote the goals and objectives of the Association.
2. To provide continuing education opportunities in the region through conferences, workshops and training programs.
3. To develop regular channels of communications between the Division, the Association and other groups concerned with library service in the region.
4. To provide opportunities for all library personnel to meet and discuss problems and exchange ideas with others in the province.
5. To promote library awareness in the region and to channel concerns through the Association so that it may inform legislators in the province about library needs in the region.

  7.3.5 COUNCIL - The affairs of the Division shall be managed by a Council composed of:

• President
• Vice-President
• Secretary-Treasurer
• 2 Divisional Directors

ELECTION AND REMOVAL

Each member of Council will be elected by the membership of the Division, and shall hold office for a two year period. The President shall serve one year as Vice-President before becoming President except in the year of this Division's creation. In the year of the Division's creation only, one Director will be elected for a one year term and the second Director shall be elected for a two year term. In this way there shall be greater continuity from one Council to another. Members of Council may serve on Council for no more than three consecutive terms. The term of office shall commence at the conclusion of the Division's annual meeting and shall terminate at the conclusion of the next annual meeting. Election of members of Council shall be held at the same time as elections of the Executive of the Association and shall be conducted by mail in accordance with procedures established by the Association.

• Each member of Council must be a personal member in good standing of the Association.
• Members of Council may hold no more than one position on Council at a time.
• Members of Council may remove any member of Council before the expiration of their term by resolution passed of at least two- thirds of the voting members at a general meeting called for that purpose. Members of Council may also elect any personal member in good standing to Council for the remainder of the term.

VACANCY The by-laws of the Association governing the filling of vacancies shall govern the Division.

QUORUM AND MEETINGS - COUNCIL

A majority of the members of Council shall constitute a quorum for the transaction of business. The Council may hold its meetings at such places within the boundaries of the Division as the Council may from time to time determine. A meeting may be convened by the President or Vice-President, or any two members of the Council at any time. Notice of such a meeting shall be by mail, telecommunication devices, or in person to each member of Council not less than two days before the meeting. A meeting of Council may be held at any time if all members are present or if those absent have given their consent to the meeting being held in their absence. No errors or omissions through inadvertence in giving notice shall invalidate such meeting or the proceedings thereof. Questions arising at any meeting shall be decided by a majority of votes including that of the officer chairing the meeting. In the event of a tie, the officer chairing the meeting shall have a second or deciding vote.

  7.3.6 DUTIES

DUTIES OF THE PRESIDENT - The President shall preside over all meetings of the Division, and shall be charged with the general management of the affairs and operations of the Division.

• During the President's absence, all duties and responsibilities shall be assigned to the Vice-President.
• The President, or designate, of the Division shall serve as the representative of the Division on the Executive of the Association. The President shall be a full voting member of the Executive of the Association.

DUTIES OF THE VICE-PRESIDENT - The Vice-President shall serve the first year after the election as Vice-President and the second year as President. In the absence of the President, the Vice-President shall perform the duties and exercise the powers of the President plus other such duties as assigned by the Council.

DUTIES OF THE SECRETARY-TREASURER - The Secretary-Treasurer shall be the clerk of the Council and shall attend all meetings and record all facts and minutes of all proceedings. The Secretary-Treasurer shall distribute the minutes in a timely fashion to the members of Council and the Secretary of the Association. The Secretary-Treasurer shall also be responsible for the duties of the Treasurer and keep full and accurate accounts of all receipts and disbursements of the Division according to the accounting practices of the Association. The Secretary-Treasurer shall deposit all divisional monies for the Association into a bank mutually chosen by the Association and the Division.

DUTIES OF THE DIVISIONAL DIRECTORS - The duties of the Divisional Directors shall be set annually by the Council of the Division. Divisional Directors may set up their own committees and may sit on the Standing Committees of the Association.

  7.3.7 MEMBERSHIP - Members of the Division must be members of the Association in good standing and live and/or work within the boundaries of the Division.

• Members are eligible to hold elective office in the Division or the Association and may serve on any committees of the Division or Association.
• Each member in good standing shall be entitled to one vote on each question arising at any annual or special meeting of the membership of the Division.

RESIGNATION OF MEMBERSHIP

Any member may resign from the Division by notification in writing. Unless membership in the Association is renewed, membership ceases at the end of the period of membership as determined by the Executive of the Association. Membership is not transferrable.

  7.3.8 ANNUAL MEETINGS OF THE DIVISION - The annual meeting of the Division shall be held no sooner then one month prior to the annual meeting of the Association at a location within the boundaries of the Division. The annual meeting of the Division shall be governed by the same by-laws as the Association unless otherwise stated.

QUORUM FOR ANNUAL MEETINGS OF THE DIVISION

10% of the personal members of the Division shall constitute a quorum at the annual meeting of the members. No business shall be transacted at any meeting unless the quorum requisite be present at the commencement of business but shall be allowed to continue if during the meeting less than a quorum remains.

  7.3.9 FINANCES - The Council of the Division shall prepare and submit a budget for the forthcoming year to the Executive of the Association at the same time the Association's budget is being prepared. Approval of the budget will be the responsibility of the Executive of the Association.

FINANCIAL YEAR

Unless otherwise established by the Executive of the Association, the fiscal year of the Division shall be that of the Association. The fiscal year shall be September 1 to August 31. REMUNERATION OF COUNCILLORS

Members of Council shall receive no remuneration for acting as such; however, by resolution the Council may allow such justified expenses to the President, or designate to attend Executive meetings except those meetings held at the same time and place as the annual meeting of the Association.

  7.3.10 AMENDMENTS - Amendments to the by-laws of the Division shall be submitted to the Secretary-Treasurer of the Division in writing not less than sixty (60) days before the annual meeting of the Division; and a copy of the same shall be forwarded to the Secretary of the Association.

  7.3.11 DISSOLUTION - The Division may be dissolved by a resolution of the members of the Division at the annual meeting of the Division. Such resolution shall be by a majority of 3/4 of the members present and voting at such a meeting. Upon dissolution all books, records and bank account funds of the Division shall be immediately transmitted to the Secretary of the Association.

  7.3.12 EXECUTION OF INSTRUMENTS - Contracts, documents, or any other instruments in writing requiring the signature of the Association may only be signed by the President of the Association and any other officer except that in the case of cheques, the signature of the Secretary-Treasurer of the Division and any other officer of the Division shall be required. In addition, the Executive of the Association shall have the power from time to time by resolution to appoint any officer or officers, person or persons on behalf of the Association either to sign contracts, documents and instruments in writing generally or sign specific contracts, documents or instruments in writing.

  7.3.13 CONCLUSION - Not withstanding the above, all members of the Division and the Council governing the Division shall be governed by the constitution and by-laws of the Association.

  8.01 Contracts, documents, cheques, or any instruments in writing requiring the signature of the Association may be signed by the President and anyone other officer except that in the case of cheques, the signature of the Treasurer and any other officer shall be required. In addition, the Executive Committee shall have power from time to time by resolution to appoint any officer or officers, person or persons on behalf of the Association either to sign contracts, documents and instruments in writing generally or sign specific contracts, documents or instruments in writing.

  9.01 The fiscal year of the Association shall be September 1 to August 31.