ECLA By-Laws

BY-LAWS OF THE EVANGELICAL CHURCH LIBRARY ASSOCIATION

ARTICLE I — OFFICES

This corporation shall maintain in the State of Illinois a registered office and a registered agent, at such office and may have other offices within or without the state.

ARTICLE II — MEMBERS

SECTION 1. MEMBERS

Membership will be granted to persons, libraries, organizations and corporations who submit the annual dues and are interested in the promotion and growth of evangelical church libraries. The board retains the right to refuse membership to any applicant that seems incompatible with our purpose and/or Statement of Faith.

SECTION 2 – TRANSFER OF MEMBERSHIP

Membership in this corporation is not transferable.

ARTICLE III — BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS

The affairs of the corporation shall be managed by its board of directors.

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS

The number of directors shall be no more than twelve and no less than five. Each director shall hold office until his/her successor has been elected and qualified. Directors may succeed themselves in office. Directors must be members of Evangelical Church Library Association and subscribe to the Statement of Faith.

SECTION 3. MEETINGS

Meetings will be called by or at the request of the president or any two directors. The place to be determined by consensus. Notices may be given in writing, by phone, or email and will specify place, date and time.

SECTION 4. QUORUM and ACTION

A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

SECTION 5. VACANCIES

Any vacancy occurring in the board of directors is to be filled by the board of directors.

SECTION 6 .COMPENSATION

Directors shall not receive any compensation for their services as directors.

ARTICLE IV — OFFICERS

SECTION 1. OFFICERS

The officers of the corporation shall be a president, vice president, treasurer, secretary and such other officers as may be elected by the board of directors. Officers whose authority and duties are not prescribed in these by-laws shall have the authority, and perform the duties prescribed, from time to time, by the board of directors. Any two or more offices may be held by the same person, except the office of president and secretary.

SECTION 2. ELECTION OF OFFICERS

The officers of the corporation shall be elected by the board of directors at a regular meeting of the board of directors. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until his successor shall have been duly elected and qualified.

SECTION 3. REMOVAL

Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby.

SECTION 4. PRESIDENT

The president shall be the principal executive officer of the corporation. Subject to the direction and control of the board of directors, the president shall be in charge of the business and affairs of the corporation; the president shall over see that the resolutions and directives of the board of directors are carried into effect except in those instances in which that responsibility is assigned to some other person by the board of directors; and in general, the president shall discharge all duties incident to the office of president and such other duties as may be prescribed by the board of directors. The president shall preside at all meetings of the board of directors, except in those instances in which the authority to execute is expressly delegated to another officer. The vice president will assume the duties of the president when for any reason the president is unable to continue his/her duties.

SECTION 5. VICE PRESIDENT

The vice president(s) shall assist the president in the discharge of duties as the president may direct and shall perform such other duties as from time to time maybe assigned to the vice-president by the president or by the board of directors. In the absence of the president or in the event of the president’s inability or refusal to act, the vice president(s) shall perform the duties of the president and when so acting, shall have all the powers of and be subject to all the restrictions upon the president.

SECTION 6. TREASURER

The treasurer shall be the principal accounting and financial officer of the corporation. The treasurer shall: (a) have charge of and be responsible for the maintenance of adequate books of account for the corporation; (b) have charge and custody of all funds and securities of the corporation, and be responsible therefore, and for the receipt and disbursement thereof; and (c) perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him/her by the president or the board of directors.

SECTION 7. SECRETARY

The secretary shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation; keep a register of the post office address of each member, and perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to her by the president or by the board of directors.

ARTICLE V — COMMITTEES

The board of directors may designate standing committees and ad hoc committees as needed. Members of committees need not be on of the board of directors and will be selected by the president and/or the board of directors.

ARTICLE VI — CONTRACTS, CHECKS, DEPOSITS & FUNDS

SECTION 1. CONTRACTS

The board of directors may authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.

SECTION 2. CHECKS, DRAFTS, ETC.

All checks, drafts or other orders for the payment of money shall be signed by the treasurer. In the absence of the treasurer, a designated member or members of the board of directors, as designated by the board of directors, may sign such instruments.

SECTION 3. DEPOSITS

All funds of the corporation shall be deposited in a timely manner to the credit of the corporation in such banks, trust companies, or to other depositaries as the board of directors may select.

SECTION 4. GIFTS

The board of directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the corporation.

ARTICLE VII — BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors and shall keep a record giving the names and addresses of the members entitled to vote. All the books and records of the corporation may be inspected by any member or his agent or attorney for any purpose at any reasonable time. The location of records shall be kept current by the secretary.

ARTICLE VIII — FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the board of directors.

ARTICLE VIX — DUES

SECTION 1. ANNUAL DUES

The board of directors shall determine and announce the amount of membership fees before the change becomes effective. Membership dues are due annually.

SECTION 2. DEFAULT AND TERMINATION OF MEMBERSHIP

Members in default in the payment of dues for a period of 2 months, shall be dropped from membership of the corporation. Payment of dues will reinstate the former members to the corporation.

ARTICLE X — DISSOLUTION CLAUSE

A. All liabilities and obligations of the corporation must be paid, satisfied, and discharged, or adequate provision must be made otherwise.

B. Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, must be returned, transferred, or conveyed in accordance with such requirements.

C. Assets held for a charitable, religious, benevolent, educational or similar purpose, but not held on a condition requiring return, transfer, or conveyance by reason of the dissolution, must be transferred or conveyed to one or more domestic or foreign corporations, societies, or corporations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in the statue.

D. Other assets, if any, must be distributed in accordance with any provisions of the articles of incorporation or the bylaws which determine the distributive rights of members, or provide for distribution to others.

E. Any remaining assets may be distributed to such persons, societies, corporation, or domestic or foreign corporation, whether for profit of not for profit, as may be provided under the statute.

No comments yet... Be the first to leave a reply!

Leave a Comment, Question, or Suggestion

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out / Change )

Twitter picture

You are commenting using your Twitter account. Log Out / Change )

Facebook photo

You are commenting using your Facebook account. Log Out / Change )

Google+ photo

You are commenting using your Google+ account. Log Out / Change )

Connecting to %s

%d bloggers like this: