ARTICLE I. Headquarters
Section 1.
(revised by vote of the General Assembly June 9, 2022)
Section 1. The headquarters of ACURIL are in San Juan, Puerto Rico, where it has been incorporated as a non-profit organization since 1969 at the Department of State. The mailing address is P.O. Box 23317, UPR Station, San Juan, Puerto Rico 00931-3317.
ARTICLE II. Membership
(revised by vote of the General Assembly June 8, 2023)
ARTICLE III. Dues
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(revised by vote of the General Assembly June 9, 2022) Section 1. Institutional, association, personal, and affiliated members shall renew their dues on or before the Annual Meeting or at least the day before they attend the first General Assembly. o Annual dues are for the calendar year or any portion thereof. o Any institutional, or, association, personal, or affiliate members not paying dues will be considered inactive. o Dues to be paid shall be as follows: · Institutional Members shall pay a flat rate of U.S. $ 150 Dues for affiliate institutional members shall be calculated at one half the above rate : U.S. $75 · Association Members shall pay a flat rate of U.S. $ 35.00 Dues for affiliate association member members shall be U.S. $25.00
o Regular Members: U.S. $25.00 o Student U.S. $ 10.00 o Retired/Non-salaried U.S. $10.00 · Dues for affiliate personal members o Members U.S. $20.00 o Student U.S. $7.00 o Non-salaried U.S.. $7.00 · Honorary Life Members shall pay no dues. Section 2. Review of Dues Structure. The dues structure should be reviewed on an annual basis by Council to ensure 1) the dues structure does not prevent members from joining ACURIL and 2) the dues structure does not contribute to financial insolvency of ACURIL. A motion for changes to the dues structure, over 10% in a period under 3 years, and the rationale for such changes shall be sent to ACURIL members 30 days prior to the Annual Meeting for consideration and again at the first General Assembly for discussion by membership and Council. A ballot will be available for those members in good financial standing who are unable to attend the Annual Meeting. Members attending the Annual Meeting, who are in good financial standing, will have the option to vote by ballot between the first and second General Assembly. Changes to the dues structure will be approved by a majority vote of membership determined by ballot count from the non-attending and attending members. Results from the balloting compilation will be announced at the second General Assembly. If the motion is passed, it will be implemented the last day of the Annual Meeting. Notice of the dues structure changes will be sent to membership via email, posted on the ACURIL website, and other official communication platforms used by ACURIL to disseminate information. Section 3. Dues Exemption for Extreme Circumstances The Treasurer, under extraordinary circumstances, may modify the dues’ total value to facilitate an individual, association or organization to become a member or renew their membership. These exceptions should be in the form of escalated annual increases in their dues paid until they can reach the flat rate established in Article III, Section I. Example of extraordinary circumstances may include, but not limited to, extraordinary reductions in the number of students or affiliates in an institution or association, natural disasters, and dramatic inflation or economic recession in their country. These exceptions should be submitted by the member to the Treasurer for approval at the time of entry or renewal with strong evidence of the extraordinary circumstances affecting them. Section 4. Rebates Under Special Circumstances Under extraordinary circumstances Article III. Section 3, the membership fees could be reduced for institutions upon request by them, for a limited time and should be well documented for the eventual next treasurer and for administrative purposes. The treasurer should, in consultation with the president, decide whether to comply to the request for the specific rates. He then will make a documented report. This report should be presented to the next council meeting for transparency and archiving purposes.
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ARTICLE IV. Council
Section 1. The Council shall be composed of the President, Vice-President, Immediate Past President, ten other members elected by the membership from among the membership (as specified in Article II, Section 2 and 4 above) in good standing and two non-voting members : the Executive Secretary, the Treasurer, and a Parlamentarian.
Section 2. To maintain a balance of representation on the Council among the ten elected members, those elected should reflect the following categories of membership in the following proportions and should serve for the terms indicated:
a. Representatives of members institutions – six, for three-year terms each, with terms staggered so that two are elected each year.
b. Representatives of a library association, national, regional – one, for a three year term. The terms of the representatives in paragraph b shall be so coordinated with the term of the person in paragraph c that one is elected each year.
c. Personal members – two, for two years term.
Section 3. An individual may qualify for election to Council in only one category of membership as indicated in Article IV, Section 2 above, at any one time. Members of Council shall serve so long as the membership status under which they were elected remains. They may not be represented by another person at a Council meeting, but the representative of each organizational member in Article IV, Section 2b and 2c above, may be replaced by his accredited successor as designated by his organization.
Section 4. A majority of the voting members of the Council as authorized in Section I above shall constitute a quorum; Council action shall be by majority vote of the Councilors present.
Section 5. Each Councilor shall take office at the close of the Annual Meeting at which he is elected, and shall serve until the end of the Annual Meeting held at the close of his year of office.
Section 6. Any vacancy arising in the Council shall be filled by the Council, the appointee to serve until the next Annual Meeting, when a successor for the non-expired term shall be nominated and elected by the members of the Association.
Section 7. A regular meeting of the Council shall be held without other notice than this ByLaw after the Annual Meeting of the Association, either on the same day thereof or on the next succeeding day thereafter, at the time and place announced by the President at the Annual Meeting. The Council may provide by resolution the time and place for the holding of additional regular meetings of the Council without other notice than such resolution. Special meetings of the Council may be called by the President or at the request of three Councilors. The President shall give notice of any special meeting of theCouncil by written notice delivered personally or sent by mail or telegram to all officers and Councilors at the addresses as shown by the records of the Association in such time and manner that it is confidently expected to be delivered at least ten days prior to the meeting. The business to be transacted at, and the purpose of, any special meeting of Council shall be specified in the notice of such meeting.
ARTICLE V. Officers
Section 1. The officers of the Association shall be a President, a Vice-President, the Immediate Past President, the Executive Director, the Treasurer, and a Parlamentarian. The officers, except the Executive Secretary and the Treasurer, shall serve for terms of one year each. The Vice-President shall automatically succeed to the Presidency at the end of his term as Vice-President. The President shall preside at meetings of the Association and of the Council. The President shall perform all duties as may be prescribed by the Council. In the absence of the President or in the event of his inability or refusal to act, the Vice-President 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. It is also duty of the Vice-President to prepare, with the help of the Treasurer, a budget for the following administrative year which shall be approved by the Council and presented to the membership for information at the Annual Meeting. Such budget may be modified by the Council during the year if it desires. The Vice-President shall perform such other duties as from time to time may be assigned to him by the President or by Council.
Section 2. There shall be an Executive Director of the Association, appointed by the Council, and serving at its pleasure. The Executive Secretary shall be anon-voting member of the Council. The duties of the Executive Secretary shall include maintaining the official records of the Association and accurate list of members of all sorts of the Association with correct address and name of official representative where appropriate, preparing minutes of the meetings of the Council, and of the business sessions at the Annual Membership Meetings, maintaining lists of established committees and their members, corresponding with members of the Association as necessary, including mailing minutes, papers of the annual conferences, resolutions, and membership applications, helping with arrangements for annual conferences and mid-year Council meetings, and performing such other duties as may be assigned by the President or the Council.
Section 3. There shall be a Treasurer appointed by the Council and serving at its pleasure. The Treasurer shall be a non-voting member of Council. The duties of the Treasurer shall include having charge and custody of and being responsible for all the funds and securities of the Association, receiving and giving receipts for monies due and payable to the Association from any source whatsoever and depositing all such monies in the name of the Association in such depositories as shall be selected by the Council, preparing with the assistance of the Vice-President, a budget for the following administrative year for presentation to the Council, preparing mid-year and annual statements of the finances of the Association, mailing annual dues notices to members, keeping records of such dues payment by each member, advising the Council at its meetings and the membership at annual membership meetings of the financial condition of the Association, and such other duties as may be assigned by the President or the Council.
Section 4. There shall be a Parlamentarian appointed by the Council and serving at its pleasure. The Palamentarian shall be a non voting member of the Council. The duties of the Parlamentarian shall include : advising the President and the Executive Secretary on the proper conduct of the meetings of the Council and the Association, on the recording and implementation of decisions arising from such meetings, and such other duties as may be assigned by the President or the Council.
ARTICLE VI. Nominations and Elections of Councilors and Vice-President
Section 1. The election of the Vice-President/President-Elect shall be accomplished by the Council by secret ballot from among its own members, such election to be carried out by the first of January and the results to be made known to the membership by the thirty-first of January.
Section 2. There shall be a Nominating Committee of three persons: one to be the Vice-President who shall serve as Chairman of the Nominating Committee; and two persons to be appointed annually by the President of theAssociation.
Section 3. It shall be the duty of the Nominating committee to select a full slate of nominees for the Council. No person, other than the representative of the personal members, having served as an officer or Councilor for a full term in any category may be nominated for another term in less than three years. The representative of the personal members, having served a one year term, may be nominated immediately for re-election for one more term only in the same capacity. At the end of either term, or at any time thereafter, that Councilor, if eligible under Article II, Section 4 of the Bylaws, may be nominated for election to any category which carries a three year term, but re-election as representative of the personal members after serving two consecutive years in that capacity, or after one year which is not immediately renewed, will required a two year interval. The Nominating Committee shall nominate one person to fill each of the vacancies created by the normal conclusion of terms, and shall nominate one additional person for each Council vacancy created by some other cause, such as election to the Vice-Presidency, resignation or demise. The Nominating Committee, in nominating members to fill these positions, will bear in mind the desirability of having all language groups represented to Council. The consent of the candidate to serve if elected must be obtained in writing before the nominations are accepted. The report of the Nominating Committee shall be distributed to the members at least thirty days before the election, except that this provision shall be waived at the first election following the adoption of these Bylaws. Additional nominations may be made from the floor within the limitations of the above regulations.
Section 4. The vote shall be by ballot. The Nominating Committee shall specify for which category of membership each nominee has been proposed. In the event that there are several positions of varying length of term (such as replacements for resignations, etc.) within one category, the Nominating Committee shall specify that members voting should vote for one less than the number of positions to be filled, and the positions shall then be filled by the longer terms going to the nominees with the most votes and so on, in descending order. In the case of a tie vote, the successful candidate shall be determined by lot.
ARTICLE VII. Meetings
Section 1. There shall be an Annual General Meeting of the Association usually in May at a time and place to be determined by the Council. TheAssociation may meet at such a time and place to be determined by theCouncil. In the event of war, strained international relations, or if it is determined to be the general desire of the membership for nay other reasons, the Council may prorogue the Annual Meeting for that year and, in that case, the Council will submit to the membership for mail ballot and referendum all elections and major resolutions that would have been on the agenda of the annual meeting, and will be bound by the results of such ballots.
Section 2. Written or printed notice stating the place, day and hours of any meeting of the Association shall be delivered, either personally or by air mail, to each members entitled to vote at such meeting, not less than ten days before the date of such meeting, except as otherwise required by law or by these Bylaws.
Section 3. Twenty five percent (25%) of the total membership shall constitute a quorum for the transaction of business, and an affirmative vote of a majority of the members voting shall be sufficient except as otherwise required by law or by these Bylaws.
Section 4. Each member shall be entitled to one vote on each matter submitted to a vote.
Section 5. Except as provided for in Article VI, Section 4, above, voting shall be by rising vote except that by motion duly made, seconded and supported by a majority of those present and voting, any vote may be required to be taken by ballot.
ARTICLE VIII. Committees and Special Interest Group
Section 1. In addition to the Nominating Committee, such other standing and ad hoc committees and special interest groups as may be needed to carry out the business of the Association may be established by the Council.
Section 2. Members of committees and groups shall serve for one year unless otherwise specified in the authorization of the committee or group by theCouncil.
Section 3. It shall be the responsibility of the Vice-President to appoint the chairman and member of all committees and groups for service during his tenure of office as President unless otherwise specified in the authorization of the committee or group by the Council.
ARTICLE IX. Contracts, Checks, Deposits and Funds
Section 1. The Council may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of an on behalf of the Association and such authority may be general or confined to specific instances.
Section 2. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution ofCouncil. In the absence of such determination by the Council, such instruments shall be signed by the Treasurer and countersigned by the President or Vice-President.
Section 3. All funds of the Association shall be deposited from time to time to the credit of the Association in such depositories as the Council may elect.
Section 4. The Council may accept on behalf of the Association any grant, contribution, gift, bequest or device for the general purpose or for any special purpose of the Association.
ARTICLE X. Books and Records
Section 1. The Association shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of the meetings of its Council, and committees and groups having any of the authority of theCouncil, and shall keep at the principal office a register giving the names and addresses of the members.
Section 2. All books and records of the Association may be inspected by any member of his agent or attorney for any proper purpose at any reasonable time.
Section 3. The Treasurer shall provide to the Association at the Annual Meeting a detailed accounting of the funds of the Association and, in addition, upon motion duly adopted by either the membership or the Council or as otherwise required by the law, the books of the Association shall be audited by an auditing firm.
ARTICLE XI. Fiscal Year
Section 1. The fiscal year of the Association shall be the calendar year.
ARTICLE XII. ByLaws
Section 1. Members may propose amendments or new Bylaws to the Councilat any time. A proposed amendment or new Bylaw shall become effective when it shall have been approved by a majority of the members present at a meeting of the Council followed by ratification by the members of theAssociation either by affirmative vote by mail or a majority vote of the members present at a meeting of the Association. The Council, on approving a proposed amendment shall specify whether a vote for ratification shall be taken at a meeting of the Association or by mail and if a mail vote is ordered, the Council shall fix the time for the beginning and closing of the balloting, the latter to be no less than one month following the former. If a vote at a meeting is ordered, at least one month’s written notice shall be given to the members of the text of the proposed amendment or new Bylaw.