The name of the corporation is the Houston Area Law Librarians (HALL), a chapter of the American Association of Law Libraries.
1.2 Purpose
This corporation is organized exclusively as a business league described in section 501(c)(6) and exempt from taxation under section 501(a) of the Internet Revenue Code of 1986, as amended (the “Code”), or corresponding provisions hereinafter in effect. More specifically the corporation is created to promote librarianship, to develop and increase the usefulness of law libraries, to cultivate the science of law librarianship, and to foster a spirit of cooperation among members of the profession. The corporation shall be operated exclusively for such purposes; no part of its net earnings shall inure to the benefit of any private member, director or individual.
ARTICLE II MEMBERSHIP
2.1 Eligibility
Membership in the Houston Area Law Librarians shall be open to all persons interested in law librarianship or in law libraries.
2.2 Classification of Membership
There shall be six classes of membership.
(a) Individual members. Any person located in Houston or its vicinity who pays dues from personal funds and meets at least one of the following requirements:
(i) Any person holding a master’s degree in library/information science working in a law library, a state library, or a general library having a separately maintained law section. (ii) Any person holding a master’s degree in library/information science providing professional librarian services to law libraries. (iii) Any AALL certified law librarian. (iv) Any person currently, or within the last seven years, employed at least 30% of full time to perform professional work, by either a law library, a state library or a general library having a separately maintained law section; or an individual or organization providing professional librarian services to law libraries. Individual memberships move with the member upon any move or change of employment provided the member notifies the HALL Treasurer of the change.
(b) Institutional Members. Any law library, state library, or institution having a separately maintained law library located in Houston or its vicinity. The institution shall pay for and own the membership of professional staff members it designates as members. Professional staff members must meet the same requirements as individual members to be eligible under this category. If institutional members leave their place of employment, the membership remains with the institutional position and successor employees of the institution if the institution notifies the HALL Treasurer of the change.
(c) Individual Associate Members. Any person who is not directly engaged in law librarianship but has an interest in the field through occupation or profession, such as publishers and vendors. Any person who is not eligible under any other category. This includes any person not located in Houston or its vicinity. Individual associate memberships move with the member upon any more or change of employment provided the member notifies the HALL Treasurer of the change.
(d) Institutional Associate Members. Any institution meeting at least one of the following requirements:
(i) Any institution that is not directly engaged in law librarianship but has an interest in the field, such as publishers and vendors. (ii) Any institution not eligible under any other category. This includes any institution not located in Houston or its vicinity. (iii) Any laws library, state library, or institution having a separately maintained law library that is paying for nonprofessional staff members who do not qualify under the category for institutional members. A law library, state library or institution having a separately maintained law library may have staff members that qualify under the institutional membership category as well as the institutional associate membership category. The institution shall pay for and own the membership of associate members it designates as members. If institutional members leave their place of employment, the membership remains with the institutional position and successor employees if the institution notifies the HALL Treasurer of the change.
(e) Retired Members. Any person located in Houston or its vicinity and meeting the following requirements:
(i) Retired from library work. (ii) Was an individual or designated institutional member for a total of more than ten consecutive years in HALL or AALL, or any other chapter of AALL.
(f) Student Members. Any person located in Houston or its vicinity; and meeting the following requirements:
(i) Enrolled at least half-time in a degree program related to law librarianship. (ii) Not employed more than half-time in a library position. (Membership in this category is limited to five consecutive years.)
2.3 Rights and Privileges
All rights and privileges are restricted to members in good standing. The right to vote shall be restricted to individual, institutional, retired, and student members. The right to hold office shall be restricted to individual, institutional and retired members. The right to serve on committees and/or belong to special interest sections shall be restricted to members in any category, living in Houston or its vicinity. Every member is entitled to receive the HALL Newsletter and the HALL Membership Directory.
A member’s classification of membership may change if the member changes jobs, job duties and/or education credentials. Please notify the HALL Treasurer of the change. The membership committee shall have the authority to assign membership classification. Appeals from its decisions may be made to the HALL Board.
2.4 Anti-Discrimination
Membership in the Houston Area Law Librarians or participation in any activity of the Houston Area Law Librarians shall not be abridged or denied to any individual on account of race, color, religion, gender, national origin, disability or sexual orientation.
2.5 Non-Liability of Members
The members of the corporation shall not be personally liable for the debts, liabilities or obligations of the corporation.
ARTICLE III DUES
Annual dues for each class of membership shall be set by the Board of Directors and ratified by a majority of those members present and voting at the annual business meeting. Those dues shall be payable on or before June 1. A member, being in arrears on September 1, after having been duly notified, shall be delinquent and not in good standing, and shall be suspended. Suspended members may be reinstated at any time upon full payment of the current year’s dues.
ARTICLE IV MEETINGS OF MEMBERS
4.1 Annual Business Meeting
The annual business meeting of the members shall be held at such date and at such time as shall be designated from time to time by the Board of Directors. At this time the members shall elect a board of directors and transact such other business as may properly be brought before the meeting.
4.2 Regular Meetings
In addition to the annual business meeting, there shall be no fewer than three other members’ meetings each year.
4.3 Special Meetings
Special meetings of the members for any purpose of purposes shall be called by the president at the request of the Board of Directors or at the request in writing of at least 25 percent of the members entitled to vote. A request for a special meeting shall state the purpose or purposes of the proposed meeting, and business transacted at any special meeting of members shall be limited to the purposes stated in the notice.
4.4 Supervising Members’ Meetings
The president, and in his/her absence the vice-president/president-elect, shall call members’ meetings to order, and shall act as chairperson of such meetings, and the secretary of the corporation shall act as secretary of all such meetings, but in the absence of the secretary the chairperson may appoint any person present to act as secretary of the meeting.
4.5 Quorum
Twenty-five percent of members entitled to vote shall constitute a quorum at all members’ meetings for the transaction of business, except as otherwise provided by statute or by the articles of incorporation. If, however, a quorum shall not be present at any meeting of the members, the members entitled to vote thereat shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At such adjournment meeting, provided a quorum shall be present, any business may be transacted which might have been transacted if the meeting had been held in accordance with the original notice thereof.
4.6 Voting
If a quorum is present at any meeting, the vote of the majority of members shall decide any question brought before such meeting, unless the question is one of which a different vote is required by law or by the articles of incorporation or elsewhere in these by-laws. Each active member in good standing shall be entitled to one vote on each matter submitted to a vote at a members’ meeting.
ARTICLE V BOARD OF DIRECTORS
5.1 Number and Tenure
The direction and management of the affairs of the corporation, and the control and disposition of its properties and funds, shall be vested in a Board of Directors (the “Board”) which shall consist of not less than five persons. Until changed by amendment to these by-laws, the number of directors shall be seven, consisting of the president, vice-president/president-elect, past-president, secretary, treasurer, and two at-large members.
Jane Holland shall serve on the Board as president until the first annual business meeting, and until her successor duly qualifies; thereafter, she shall serve as past-president for one year, and until her successor duly qualifies. Paula Howe shall serve on the Board as vicepresident/ president-elect until the first annual business meeting, and until her successor duly qualifies; thereafter, she shall serve as president for one year, and until her successor duly qualifies, then as past-president for one year, and until her successor duly qualifies. T.L. Maulsby shall serve on the Board as past-president until the first annual business meeting, and until her successor duly qualifies. Cynthia Montalvo shall serve on the Board until the first annual business meeting, and until her successor duly qualifies. Alice Flusser shall serve as secretary until the first annual business meeting, and until her successor duly qualifies. John Eichstadt and Monica Ortale shall serve as members-at-large until the first annual meeting, and until their successors duly qualify.
At the first, and each succeeding annual business meeting, there shall be elections for the following positions: vice-president/president-elect, treasurer, secretary, and two at-large memberships. The terms of the treasurer, secretary, and the two at-large memberships shall be one year. The term and status of the vice-president/president-elect shall be: in the first year, vice-president/president-elect; in the second year, president; in the third year, past-president. Thus, a person elected to the position of vice-president/president-elect shall serve on the Board for three years.
5.2 Vacancies
A vacancy shall be declared in any seat on the Board upon the death or resignation of the occupant thereof, or upon the disability of any occupant rendering him permanently incapable of participating in the management and affairs of the corporation.
In the event that a vacancy occurs in the office of the president, the vicepresident/president-elect shall automatically assume the office of the president for the remainder of the term plus one year, and a special election shall be held to elect a new vicepresident/president-elect to fill the vacancy for the remainder of the term plus one year. In the event that a vacancy occurs in the office of the vice-president/president-elect, a special election shall be held to elect a new vice-president/president-elect to fill the vacancy for the remainder of the term.
In the event that a vacancy occurs in the office of the secretary or the office of the treasurer, the Board shall appoint a successor for the remainder of the term. In the even that a vacancy occurs in an at-large membership of the Board, the Board shall appoint a successor for the remainder of the term.
5.3 General Elections
(a) General elections shall be held at the annual business meeting.
(b) The president shall appoint a nominations committee consisting of three members in good standing. No member of the nominations committee shall be an officer of the Houston Area Law Librarians or a candidate for office. The nominations committee shall present a single slate consisting of candidates for vicepresident/ president-elect, secretary, treasurer, and two members-at-large. Nominations from the floor will be taken during the course of the annual business meeting.
(c) No member may hold more than one position on the Board of Directors at a time. No member may be elected to the same position on the Board of Directors for more than three consecutive terms. The president and vice-president/president-elect must be members in good standing of the American Association of Law Libraries.
(d) The Directors so elected shall assume their positions on the Board of Directors at the conclusion of such meeting, and shall hold such office until their successors are elected and qualify.
5.4 Special Elections
In the event of a vacancy under Article 5.2 of the by-laws which requires an election to fill the vacancy, a special meeting shall be called within 60 days of such vacancy. Such election shall observe the procedures established in Article 5.3 of the by-laws.
5.5 Meetings of the Board
Meetings of the Board shall be held whenever called by the president of the corporation. In no event shall there be fewer than four such meetings called and convened between members’ annual business meetings.
5.6 Supervision of Board Meetings
The president, and in his/her absence the vice-president/president-elect, shall call meetings of the Board to order, and shall act as chairperson of such meetings, and the secretary of the corporation shall acts as secretary of all such meetings, but in the absence of the secretary the chairperson may appoint any person present to act as secretary of the meeting.
5.7 Quorum for Meetings
A majority of the Directors shall constitute a quorum for the transaction of business at all meetings convened according to these by-laws.
5.8 Voting
Resolutions of the Board shall be adopted by a vote of the majority of its members.
5.9 Powers
The Board shall have general supervision of the affairs of the Houston Area Law Librarians. It shall have immediate charge, management and control of the activities and business affairs of the corporation, and shall have full power in the intervals between the meetings of members to do any and all things in relation to the affairs of the corporation. Such powers include, but are not limited to, the ability to incur indebtedness, solicit funding, make public statements, issue public writings, and establish and maintain relations with other organizations.
5.10 Conduct of Business
The Board of Directors may conduct business by electronic correspondence. A vote taken by e-mail, telephone, or other electronic means shall become the act of the Board of Directors upon the approval of a majority of the members of the Board of Directors. Correspondence, including electronic correspondence which includes preliminary debate or discussion prior to a vote, shall be included in the minutes of the meeting at which the vote is ratified.
ARTICLE VI GENERAL OFFICERS
6.1 Enumeration of Officers
The officers of this corporation shall be the president, vice-president/president-elect, secretary and treasurer.
6.2 Duties
The principal duties of the several officers are as follows:
(a) President. The president shall preside at all meetings of the members and Board. He/she shall be the chief executive officer of the corporation, and, subject to the control of the Board, shall have general charge and supervision of the administration of the affairs and business of the corporation. He/she shall see that all orders and resolutions of the Board are carried into effect. He/she shall sign and execute all legal documents and instruments in the name of the corporation when authorized to do so by the Board and shall perform such other duties as may be assigned to him/her from time to time by the Board.
(b) Vice-President/President-Elect. The vice-president/president-elect shall discharge the duties of the president in the event of his/her absence or disability for any cause whatever. He/she shall have charge of the continuing education programs and shall be the chairperson of the continuing education committee for a term to coincide with his/her term as vice-president/president-elect. He/she shall perform such additional duties as may be prescribed from time to time by the Board. At the expiration of the president’s term of office, the vice-president/president-elect shall succeed to the office of the president for one one-year term.
(c) Secretary. The secretary shall have charge of the records and correspondence of the corporation under the direction of the president, and shall be the custodian of the seal of the corporation. He/she shall take and keep true minutes of all meetings of the Board and of all meetings of the members. He/she shall discharge such other duties as shall be assigned to him/her by the president or the Board. In case of the absence or disability of the secretary, the Board may appoint an assistant secretary to perform the duties of the secretary during such absence or disability.
(d) Treasurer. The treasurer shall keep account of all moneys, credits, and property of the corporation which shall come into his/her hands and keep an accurate account of all moneys received and discharged. Except as otherwise ordered by the Board, he/she shall have the custody of all the funds and securities of the corporation and shall deposit the same in such banks or depositories as the Board shall designate. He/she shall keep proper books of account and other books showing at all times the amount of the funds and other property belonging to the corporation, all of which books shall be open at all times to the inspection of the Board. He/she shall also submit a report of the accounts and financial condition of the corporation at each annual business meeting. The treasurer shall, under the direction of the Board, disburse all moneys and sign all checks and other instruments drawn on or payable out of the funds of the corporation, which checks, however, may also be required by the Board to be signed by the president or vicepresident/president-elect, or in case of their absence or disability, by such member of the Board as the Board shall designate. In general, the treasurer shall perform all the duties which are incident to the office of treasurer, subject to the Board, and shall perform such additional duties as may be prescribed from time to time by the Board. The treasurer shall give bond only if required by the Board. In case of absence or disability of the treasurer, the Board may appoint an assistant treasurer to perform the duties of the treasurer during such absence or disability.
6.3 Reimbursement of Expenses
Officers and directors shall serve without compensation, but shall be reimbursed for expenditures incurred in the discharge of their duties.
ARTICLE VII INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
7.1 Indemnification
The corporation shall indemnify directors, officers, employees and agents of the corporation to the fullest extent required by Article 1396-2.22A of the Texas Non-Profit Corporation Act and may indemnify such person to the fullest extent permitted by Article 1396-2.22A of the Texas Non-Profit Corporation Act, subject in each case to restrictions, if any, in the corporation’s Articles of Incorporation. The corporation shall have the power to purchase and maintain at its cost and expense insurance on behalf of such persons to the fullest extent permitted by Article 1396-2.22A of the Texas Non-Profit Corporation Act.
ARTICLE VIII COMMITTEE
In order to better serve the membership, the Houston Area Law Librarians shall have such committees as the Board may create or may be created by a majority vote of those present and voting at any members’ meeting of the corporation.
8.2 Standing
The corporation shall have the following standing committees: by-laws committee; continuing education committee; membership committee; publications committee; nominations committee, placement committee; and scholarship/grants committee. The chairpersons of standing committees shall be appointed by the vice-president/president-elect for a term to coincide with his/her term as president, except as otherwise provided in these by-laws.
8.3 Special Committees
Special committees shall be appointed by the Board for a stated period to accomplish a specific purpose. At the end of that period, the continuation of each special committee shall be decided upon by the Board.
8.4 Ex-Officio Members
The president shall be an ex-officio member of all committees except the nominations committee. The vice-president/president-elect shall be an ex-officio member of the continuing education committee. The secretary shall be an ex-officio of the publications committee. The treasurer shall be an ex-officio member of the membership committee.
8.5 Restriction
No committee shall incur expenses on behalf of the corporation except as authorized by the Board, nor shall any committee commit the corporation by any declaration of policy.
ARTICLE IX SPECIAL INTEREST SECTIONS
9.1 Creation
The Board may create a special interest section by approving a written petition of five members of the Houston Area Law Librarians. The petition shall state the aims of the proposed special interest section. These aims may be modified before final Board action, by mutual agreement between the Board and the petitioners.
9.2 Membership
Membership of the Houston Area Law Librarians may affiliate with one or more such sections by attending that special interest section’s meetings.
9.3 Powers
Each section shall have the authority to adopt its own by-laws which shall not conflict with those of the Houston Area Law Librarians and shall be submitted to the by-laws committee for review. When the Board, on advice of the committee, determines that a section by-law is in conflict with the by-laws of the Houston Area Law Librarians, the section shall be directed by the Board to remedy said conflict in accordance with the recommendation of the committee.
9.4 Restrictions
No section shall incur expenses on behalf of the corporation except as authorized by the Board, nor shall any committee commit the corporation by any declaration of policy.
9.5 Dissolution
The Board of Directors shall order the dissolution of a section when, after consultation with the section officers, the Board believes the section’s usefulness has ceased.
ARTICLE X AMENDMENTS
These by-laws may be amended by the affirmative vote of two-thirds of the members of the corporation present at any meeting of the members at which a quorum is present, provided that such amendments have been submitted in writing to the chair prior to the vote. Amendments to these by-laws shall be submitted to the American Association of Law Libraries Committee on Constitution and By-laws by the president upon adoption of the membership of the Houston Area Law Librarians.
ARTICLE XI MISCELLANEOUS
11.1 Fiscal Year
The fiscal year of the Houston Area Law Librarians shall begin on June 1.
11.2 Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order shall govern meetings of the Houston Area Law Librarians, so long as they are consistent with the by-laws and any other rules that the Houston Area Law Librarians may adopt.
