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BYLAWS

OF

THE CENTRAL FLORIDA LIBRARY COOPERATIVE, INC.

 

ARTICLE I - NAME

The name of this organization is the Central Florida Library Cooperative, Inc. here-in-after referred to as CFLC.

 

ARTICLE II - PURPOSE

The purpose of CFLC is to:

The Central Florida Library Cooperative is a non-profit organization of libraries, information providers and other organizations in the Central Florida area working together to identify and improve library resources and services, to strengthen cooperative library resource sharing, to enhance the effectiveness of member libraries and their staffs, and to meet the information needs of Central Florida residents by providing seamless access to the wealth of information available.

CFLC shall not engage in any activities that are not permitted by Section 501(c)(3) of the Internal Revenue Code.

 

ARTICLE III - MEMBERSHIP

Section 1.  Member Defined.

  1. A "member" of CFLC is a library or information provider within the counties of the Cooperative: Brevard, Indian River, Lake, Orange, Osceola, Seminole, St. Lucie, and Volusia.  Adjacent areas may be added by approval of the Board of Directors, herein after referred to as the Board,  and a majority vote of the membership. The administrative head of the library or information agency, or its designated representative, shall have voting rights.
     
  2. The Board may establish and define other categories of membership required to meet the needs of  the libraries of the CFLC service area. The Board shall determine by resolution the criteria, rights, and responsibilities of each category of membership as described in the Policies and Procedures Manual.

Section 2.  Election of Members.

A library, information provider, or other organization may apply to become a member of CFLC by submitting an application form to the Secretary of the Board. Any new membership must be approved by a majority vote of the Board.

Section 3.  Requirements of Membership.

  1. Members agree to be bound by the Articles of Incorporation of CFLC, by these Bylaws, and by such rules  and regulations as the directors may from time to time adopt.
     
  2. Members shall pay an annual membership fee, and such dues and fees as established in Section 4.A.  Dues not paid within 60 days of invoice shall be considered delinquent and may be cause for the member’s termination.

Section 4.  Dues and Fees.

  1. The dues of the Cooperative shall be levied in accordance with a schedule approved by the Board and   ratified by a majority vote of the membership in attendance at the Annual Meeting. The Board may establish or change CFLC dues on an interim basis until ratified by a majority vote of the membership.
     
  2. The CFLC Executive Director or designee may negotiate and contract to provide special services on a fee-for-service basis.
     
  3. Fees of the Cooperative shall be established by the Board of Directors.

Section 5.  Resignation and Termination of Membership.

  1. Membership is based on the Cooperative’s fiscal year, October 1 – September 30.
     
  2. Resignation from CFLC requires 30 days written notice.
     
  3. The membership status of any member which fails to fulfill the requirements of membership may be terminated by a majority vote of the Board with thirty (30) days notification.
     
  4. Resignation or termination shall not relieve the member institution from the obligation to discharge all financial commitments due CFLC.

Section 6.  Membership Records.

CFLC shall keep a membership roll containing the name and address of each member and other data as approved by the Board.

Section 7.  Rights and Interests.

Members shall be entitled to receive annual reports and other communications, publications and services as may be deemed appropriate by the Board. Members shall be given notice of and may attend all membership meetings of CFLC. All meetings of the Board and committees shall be open to CFLC members.

Section 8.  Liability of Members.

No member of CFLC shall be personally liable for any of the Cooperative's debts, liabilities, or obligations.

 

ARTICLE IV - COMMITTEES

Section 1.  Committees.

  1. The Board may establish such committees, standing or ad hoc, as deemed necessary for the operation and development of CFLC.
     
  2. The President shall appoint committee chairs; the committee chair shall appoint committee members representative of the three types of libraries with the approval of the President. Membership of committees need not be limited to members of the Board or to representatives of CFLC members. Specialists from outside CFLC membership may be appointed to committees. A representative of each committee should communicate and coordinate meetings and activities with the Board.

Section 2.  Nominating Committee.

A nominating committee, composed of three members representing different types of libraries, shall be formed not later than 150 days prior to end of the fiscal year. [See also Article VI, section 5].

Section 3.  Teller's Committee.

A Teller's Committee of three members, appointed by the President, will count the ballots and notify the candidates of the results prior to the end of the fiscal year and will announce the results to the membership at the annual meeting.

Section 4.  Interest Groups.

Interest Groups shall be established and defined as deemed appropriate to the purpose of CFLC.

 

ARTICLE V - MEETINGS

Section 1.  Annual Meeting.

An annual meeting of members for the transaction of business shall be held at such time and place determined by the Board. The call to meeting will be sent by the President at least thirty (30) days in advance of the meeting.

Section 2.  Special Meetings.

Special membership meetings may be called by the Board or on the written petition to the Board by twenty-five percent [25%] of the voting membership. Notices of special meetings must be sent by the President to each member at least fourteen (14) days in advance of the meeting and must state the purpose for which the meeting is called. Business to be transacted at any special meeting will be limited to that which is included in the call.

Section 3.  Quorum.

  1. The quorum at the Annual Meeting shall be a majority of voting members present.
     
  2. The quorum at a special meeting is 2/3 of a minimum of sixty percent [60%] of the voting membership.

Section 4.  Presiding Officer

The President shall be the presiding officer at membership meetings. In the absence or inability of the President, the Vice-President or other officer shall preside.

Section 5.  Voting.

At any membership meeting, each voting member shall be entitled to one (1) vote.

Section 6.  Elections.

The outcome of all elections shall be determined by a majority of the votes cast.

 

ARTICLE VI - BOARD OF DIRECTORS

Section 1.  Number.

There shall be a Board composed of nine (9) Directors, all of whom shall be elected by the designated representatives of members.

Section 2.  Qualifications.

  1. Each member of the Board shall be the delegate from a full member institution, as defined in the Policies and Procedures Manual.
     
  2. The Directors shall  represent the following constituencies with a minimum of two and no more than four members:

Public Libraries
Special Libraries
Academic Libraries

  1. An individual elected as a member of the Board shall serve a full term unless this individual ceases to meet the qualifications in Article VI, Section 2, resigns from the Board, or is removed from the Board in accordance with Article VI, Section 7.

Section 3.  Ex-Officio Member.

The Executive Director of CFLC shall serve as an ex-officio, non-voting advisor to the Board.

Section 4.   Term of Office.

Each Director shall serve a term of three years.  The terms shall be staggered.  Terms of office shall begin and end with the beginning and ending of the CFLC fiscal year, with the exception of the president who will serve through the first meeting of the new fiscal year.  See Article VII, Section 2.

Section 5.  Nominations and Elections.

  1. See also, Article IV. Section 2. Nominating Committee.  The President shall appoint a Nominating Committee representing  the three types of member institutions by the end of May.
     
  2. Elections to fill expiring terms of members of the Board shall be held by secret ballot. A majority of votes cast shall elect.
     
  3. The Nominating Committee will draw up a slate of candidates and send the slate to all members at least  two months prior to the end of the fiscal year.
     
  4. Following the distribution of the slate, full institutional members may petition the Nominating Committee with proposed candidates at least 2 months prior to the end of the fiscal year . The petition must be signed by the proposed candidate and at least one other member delegate.
     
  5. Official election ballots will be mailed to all voting members at least one month prior to the end of the fiscal year .
     
  6. Following distribution of the ballots, members must mail their completed ballots to the Cooperative office, to be accepted there no later than 15 days prior to the end of the fiscal year.

Section 6.  Limitation on Consecutive Terms.

  1. Individuals elected to membership on the Board may not serve in excess of six (6) consecutive years, with the exception of a member appointed to fill a vacant Board position. That member may serve an additional two consecutive terms if elected.
     
  2. After serving two consecutive terms individuals may be eligible to serve again after one (1) year off the Board.

Section 7.  Resignation and Termination.

  1. Any member of the Board who ceases to meet the qualifications for Board membership, as stated in Article VI, Section 2, is no longer eligible to serve on the Board.
     
  2. Any member of the Board who no longer meets qualifications and does not resign or any member who fails to attend 3 regular and called meetings of the Board per fiscal year or who fails to perform the functions of the office may be removed from office by a two-thirds vote of members of the Board. If a member of the Board is unable to attend a Board meeting, he or she shall notify the Executive Director as far in advance of the meeting as possible.

Section 8.  Vacancies and Replacements.

Any vacancy of the Board that occurs during the fiscal year shall be filled for the remainder of the term by majority vote of the Board. If possible, a replacement member should represent the same Board category (Article VI, Section 2.B.) as the former member.

Section 9.  Voting Rights.

Each elected member of the Board shall have one (1) vote in all matters coming before the Board.

Section 10.  Quorum.

  1. A quorum for all Board meetings shall be a majority of the elected Board and shall exist only as long as the majority is present.
     
  2. A quorum of the Board may vote electronically when called by the Executive Director or the Board President. All such votes must be ratified at the next Board meeting

Section 11.  Compensation.

Members of the Board shall serve without compensation, but may be reimbursed from CFLC funds for necessary travel and subsistence costs in connection with CFLC business as approved by the Board.

Section 12.  Meetings.

The Board shall meet at least once each calendar quarter of the year at the call of the President, or at the written request of five (5) members of the Board, with notice to all Board members at least fourteen (14) days before the meeting.

Section 13.  Powers and Authority.

Except as otherwise provided herein, the Board shall have corporate authority and control over all affairs of CFLC, and shall prescribe and enforce all necessary rules and regulations for the conduct of the business and affairs of CFLC and the management of its property and other assets, subject to the provisions of its Articles of Incorporation and Bylaws. The Board shall:

  1. Approve CFLC program objectives, policies, and annual budgets;
     
  2. Approve guidelines for operations;
     
  3. Have the responsibility for selecting, appointing, evaluating and establishing compensation for, as well as dismissing, the Executive Director for CFLC;
     
  4. Establish such committees as may be necessary for the operation and development of CFLC as described in Article IV.

 

ARTICLE VII - OFFICERS

Section 1.  Election.

The officers of the Board shall be elected by the Board from their own membership at the first Board meeting of the fiscal year.

Section 2.  Terms of Office.

The officers shall serve a term of one (1) year. The Board shall have the right at any time to remove any one or more of the officers, provided that such decision is made by a majority of the Board. Vacancies occurring before the end of the term shall be filled by election by the Board. Assistants to officers may be appointed by the Board on an as needed basis.

Section 3.  Limitations of Consecutive Terms.

Individuals elected as officers of the Board may serve up to two (2) consecutive terms in the same office with the exception of the Treasurer who may serve up to three (3) consecutive terms. After serving two (2) terms, eligibility to serve again in the same office is established after one (1) year of not serving in that office.

Section 4.  President.

  1. The President shall preside at all membership meetings and Board meetings.
     
  2. The President shall have general management of the Board and shall see that all orders and resolutions of the Board and the membership are carried into effect.
     
  3. The President shall appoint committee chair persons and approve appointment of committee members, and shall serve as an ex-officio member of all committees, except the Nominating Committee (as defined in Article IV, Section 2). The President shall inform the Board of all committee members.
     
  4. The President shall oversee member activities. The President or his/her designee may represent CFLC at official functions.
     
  5. The President is responsible for calling regular and special meetings of the membership and the Board for transaction of business in accordance with these Bylaws. (Articles V and VI, Section 12).
     
  6. If the office of the President becomes vacant, the Board will elect a replacement.

Section 5.  Vice-President.

  1. The Vice-President shall preside at membership and Board meetings in the absence or incapacity of the President.
     
  2. The Vice-President shall perform duties as assigned by the President.

Section 6.  Secretary.

  1. The Secretary shall attend all meetings of the Board and the membership and shall determine the presence of a quorum at both Board and membership meetings.
     
  2. The Secretary shall record all votes and take the minutes of all Board and membership meetings.
     
  3. The Secretary shall be responsible for the distribution of the minutes of Board and membership meetings.
     
  4. The Secretary shall be custodian of all corporate records. Such records shall be maintained by CFLC.
     
  5. The Secretary shall keep a membership roll containing the names and addresses of all members and Directors of CFLC, and with respect to any membership which has been terminated, record that fact together with the date of termination.
     
  6. The Secretary may be assisted in these prescribed duties by the Executive Director of CFLC.
     
  7. The Secretary shall preside at Board/Annual meetings in the absence of the President and Vice-President.

Section 7.  Treasurer.

  1. The Treasurer shall arrange for the custody of funds and management of CFLC financial affairs with the approval of the Board. This shall include responsibility for adequate control procedures in the receipt and disbursement of monies.
     
  2. The Treasurer shall arrange for financial statements and reports as required by the Board, shall obtain an independent annual audit of CFLC funds and accounts by a certified public accountant, and shall present the audit to the Board for approval.
     
  3. The Treasurer may be assisted in these prescribed duties by the Executive Director of CFLC.
     
  4. The Treasurer shall preside at Board/Annual meetings in the absence of the President, Vice-President, and Secretary.

Section 8.  Executive Director

The Board shall appoint an Executive Director who will be the Chief Executive Officer of the Cooperative and whose duties, responsibilities and authority shall be defined by and derived from the Board.

 

ARTICLE VIII - REGISTERED AGENT

The Registered Agent of CFLC for purposes of service of legal process shall be appointed by the Board

 

ARTICLE IX - FISCAL YEAR

The fiscal year of CFLC shall commence October 1 of each year and end September 30 of the following year.

 

ARTICLE X - PARLIAMENTARY AUTHORITY

The rules contained in Robert's Rules of Order (latest edition) shall govern CFLC in all cases to which they are applicable and in which they are not inconsistent with these Bylaws, CFLC's Articles of Incorporation, or any special rules of order CFLC may adopt.

 

ARTICLE XI - BOOKS AND RECORDS

The Cooperative shall prepare and maintain correct and complete books and records of account and shall also keep minutes of the meetings of its members, committees and Board and shall keep at the principal office a membership roll giving all the names and addresses of members entitled to vote. All books and records of the Cooperative may be inspected by any director, or member, or the agent or attorney of either, or any proper person, at any reasonable time, during regular business hours with 24 hours notice.

 

ARTICLE XII - AMENDMENTS

These Bylaws may be amended or revised at the annual membership meeting by a two-thirds vote of the members present and voting.  Notice of proposed amendments to the bylaws shall be given to the membership by the President at least  one month prior to the annual membership meeting or a special meeting called for this purpose at which they will be considered.  Proposed amendments must be submitted to the President at least  six weeks prior to the meeting.  Amendments to these Bylaws shall become effective at the adjournment of the annual or special meeting at which they are adopted.  All proposed amendments must be presented to the CFLC Board, who will convene the Bylaws Committee.  The Bylaws Committee will determine whether to bring them forth to the membership.  The Bylaws are presented to the membership as a whole.

 

ARTICLE XIII - DISSOLUTION

The Cooperative may be dissolved upon a two-thirds vote of the membership present and voting at a meeting called for this purpose. Notice shall be to the membership by the President at least one month prior to the meeting at which it will be considered. In the event this organization should be dissolved for any reason, any remaining assets shall be distributed for purposes within the scope of Section 501 (c) (3) of the Internal Revenue Code, or any amendment thereof.

 

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