CSLP Bylaws

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Article 1: Name and Offices

Sec. 1. Name. The name of the corporation is the Collaborative Summer Library Program, hereinafter sometimes referred to as "CSLP."

Sec. 2. Offices. CSLP shall have and continuously maintain a registered office and registered agent whose office is identical with such registered office, and may have other offices within or without the State of Incorporation as the Board of Directors may from time to time determine.

Article 2: Purpose

The purpose of CSLP shall be to procure materials for a flexible summer library program:

1) to develop children's interests in reading for pleasure,
2) to encourage and motivate children to improve their reading skills,
3) to encourage use of all library resources,
4) to increase awareness of libraries,
5) to provide a tax-exempt charitable organization to promote library programming.

Article 3: Membership

Sec. 1. Membership Eligibility. Only public libraries, as defined by the Federal State Cooperative System, are eligible for full and unrestricted membership in CSLP.

According to FSCS a public library is defined as an entity that is established under state enabling laws or regulations to serve a community, district, or region, and that provides at least the following:

* An organized collection of printed or other library materials or a combination thereof;
* Paid staff;
* An established schedule in which services of the staff are available to the public;
* The facilities necessary to support such a collection, staff and schedule; and
* Is supported in whole or in part with public funds.

Sec. 2. Voting Members. CSLP shall have one class of voting members that have the rights and obligations of members under the Revised Iowa Nonprofit Corporation Act. The voting members shall be called the "State Members." Any state or regional library system is eligible to become a State Member; provided, however, pursuant to Section 3.3 each state shall be represented through only one representative (the "State Representative") who has the right to vote on membership matters. An eligible state or agency may become a member by paying the membership dues set forth in this Article 3, in addition to any other membership requirements established by the Board of Directors from time to time. Employees of public libraries or library agencies, who are approved by their State Member consistent with this Article 3 shall have the right to participate in CSLP as "Individual Delegates" but shall not have the rights and obligations of membership. School library media centers, tribal libraries, family literacy programs, childcare centers, hospitals, and other organizations can participate in local CSLP programs and events only in partnership with the State Member or a public library currently included in the State member dues. United States military bases, both within and outside U.S. borders, have the right to use CSLP programs and products, but have no voting rights. No dues will be charged to or for U.S. military bases, but they will have permission to purchase and use CSLP materials, following the same Rules of Use that apply to member libraries.

Sec. 3. Membership Management and Representation. Multiple library systems within a state may participate as State Members in CSLP; however, each state shall designate one person to serve as the State Representative for that state. The State Representative will serve as the contact person for that state and shall hold the sole voting authority for that state, unless that authority is delegated by proxy consistent with Section 6.5. The process for managing multiple memberships and determining a State Representative shall be determined by each state and may be managed by the state library agency, the state library association, or another single entity representing the public libraries of the state but such processes shall be consistent with the policies set forth in the CSLP Organizational Handbook.

Sec. 4. Dues Assessment. Dues for State Members shall be determined by the Board of Directors using a formula based on stationary outlet as defined by FSCS. The Board of Directors shall review the dues formula annually and revise it from time to time. Dues must be paid by the date set by the Board of Directors in order to be a member in good standing and have the privileges of membership, including the right to vote.

Sec. 5. Individual Delegates. Individual Delegates, with the permission of the State Member, may attend the Annual and Special Meetings, be elected to office, serve on the Board of Directors and committees, and participate in the CSLP electronic discussion list, but have no voting rights, unless granted proxy, as set forth in Section 6.5.

Article 4: Governance/Board of Directors

Sec. 1. General Powers. The management, control and operation of the affairs and properties of CSLP are vested in the Board of Directors of CSLP (the "Board"). The Board is responsible for planning, coordinating, communicating and managing all Organization activities.

Sec. 2. Composition and Election of the Board. The Board shall consist of the officers of CSLP, as set forth in Section 5.1 and the chairs of standing committees, as set forth in Section 7.2 (the "Directors"). The officers and committee chairs, which will constitute the Board, shall be elected each year at the Annual Meeting from the slate of candidates presented by the Nominating Committee, as prescribed in Section 4.3. Additional qualifications for Directors and criteria for the selection process may be established from time to time by the Board. A representative of the Administrative Services Agency shall serve as a non-voting member of the Board of Directors, and as such, shall attend all regular and special meetings, but shall have no voting privileges.

Sec. 3. Nominating Committee. No later than February 1 of each year, the President shall appoint a Nominating Committee consisting of a chair and four members, giving consideration to geographical diversity. The Nominating Committee shall create a slate of officers and committee chairs to present for election at the Annual Business Meeting. The Nominating Committee shall consider recommendations made by the State Representatives and Individual Delegates and shall take into account the criteria for the officers and committee chairs set forth in Sections 5.3 and 7.3 , respectively. The Nominating Committee shall present its slate of candidates, together with a list of Additional Nominations, pursuant to Sec. 4.4, to State Representatives one week prior to the Annual Meeting of members.

Sec. 4. Additional Nominations. Additional candidates may be added to the slate of nominees by self-nomination or nomination by any State Representative or Individual Delegate. A nomination by a State Representative or Individual Delegate must include a written statement by the nominee agreeing to be a candidate. Names of additional candidates must be submitted to the Nominating Committee at least three (3) weeks prior to the Annual Meeting of members.

Sec. 5. Vacancies. A vacancy occurring on the Board shall be filled until the next Annual Business Meeting by action of the Board of Directors.

Sec. 6. Removal from Office. Any officer or committee chair may be removed from their position and from the Board by the approval of two-thirds of all Directors.

Sec. 7. Regular and Special Meetings. Regular meetings of the Board of Directors shall be held a minimum of four times throughout the year. The place and date of the meetings shall be fixed by the President. The agenda of all regular meetings of the Board of Directors shall be determined by the President and shall include all items submitted by members of the Board of Directors. Special meetings of the Board of Directors may be called by the President, or by at least two Directors of CSLP at such time and place as the Directors calling the meeting may specify.

Sec. 8. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided that if less than a majority of the Directors are present, those Directors present may adjourn the meeting from time to time without further notice.

Sec. 9. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors except where otherwise provided by law or by these Bylaws.

Sec. 10. Compensation. Directors shall not be paid compensation for their services as Directors provided that nothing herein contained will be construed to prohibit payment of compensation to an individual who serves as a Director for services rendered to CSLP in another capacity.

Sec. 11. Meetings by Electronic Means of Communication. Members of the Board of Directors or any committee of the Board may conduct any regular or special meeting by use of telecommunication provided that all participating directors may simultaneously hear other's communications during the meeting. Before the commencement of any business at a meeting at which any directors do not participate in person, all participating directors shall be informed that a meeting is taking place at which official business may be transacted. Participation in such manner shall constitute presence in person at such meeting for the purposes of these Bylaws. Pursuant to Section 4.11, unanimous written consent of the Directors must be obtained in order for the Board to act through E-mail in lieu of a meeting.

Sec. 12. Unanimous Written Consent. Any action that may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing setting forth the action to be taken, is signed by all Directors entitled to vote with respect to the subject matter thereof. Any such consent signed by all Directors shall have the same effect as a unanimous vote.

Sec. 13. Notice. Meetings must be preceded by at least forty-eight hours notice to each director, or seventy-two hours notice if notice is given by mail or private carrier. Written notice shall be deemed given at the earlier of the time it is received or at the time it is deposited with postage prepaid in the United States mail or delivered to the private carrier. Notice may be given by E-mail.

Article 5: Officers

Sec. 1. Elected Officers. The officers of CSLP shall be President, President-Elect, Past-President, Secretary, and Treasurer (the "officers"). The President-Elect and Secretary shall be elected at each annual business meeting to hold office for a one-year term beginning June 1 of the election year through May 31 the following year. Unless otherwise determined by the State Members, the President-Elect shall succeed to the office of President at the conclusion of his/her term. Unless otherwise determined by the State Members, the President shall succeed to the office of Past-President at the conclusion of his/her term. Unless otherwise determined by the State Members, the Treasurer shall be elected every odd calendar year and shall serve for a term of two years. The officers shall be elected at the Annual Meeting of the State Members and shall be elected by written ballot.

Sec. 2. Term Limits. (a) The President may serve for one term, unless otherwise determined pursuant to Section 5.2(b). The Secretary and Treasurer may serve for two terms, unless otherwise determined pursuant to Section 5.2(b). An individual who has served as President-Elect, President, and Past-President, or any combination of at least two of these offices, is not eligible to serve as Secretary or Treasurer of the organization until the elapse of two years. After the elapse of two years, an individual shall become eligible again for election to any of the officer positions.

(b) The term limits set forth in Section 5.2(a) may be waived by the affirmative vote of two-thirds (2/3) of the State Members.

Sec. 3. Eligibility. Any State Representative or Individual Delegate, who has been authorized by the State Member consistent with Section 3.5, may serve as an officer. Each officer must represent a different state and meet any other criteria put forth by the Board of Directors from time to time.

Sec. 4. Vacancies. A vacancy occurring in an office, with the exception of the President, shall be filled until the next Annual Business Meeting through election by the Board of Directors pursuant to Section 4.4.

Sec. 5. Removal from Office. Any officer may be removed from office pursuant to Section 4.6.

Sec. 6. President. The President shall preside at all meetings of the members and the Board of Directors. The President shall have the necessary authority and responsibility for the administration of the affairs of CSLP subject only to such Bylaws as may be adopted and such orders as may be issued by the Board of Directors. The President shall advise and make recommendations to the Board of Directors relating to the operation and long-range planning of CSLP. The President shall sign any deeds, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, and will perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors.

Sec. 7. President-Elect. In the absence or inability of the President, the President-Elect shall perform the duties of the President and shall assume the office of the Presidency if the President is unable to serve. Unless otherwise determined by the Board, the President-Elect will succeed to the President following his or her term as President-Elect. The President-Elect shall have such duties as from time to time may be prescribed by the Board or these Bylaws. The President-Elect shall assist the President in the performance of his or her duties as the President directs, assist the Administrative Services Agency and appropriate State Representatives with arrangements for the Annual Business Meeting and review the CSLP Organizational Handbook, presenting any issues for consideration to the Directors at a regular meeting of the Board of Directors.

Sec. 8. Past-President. The President succeeds to the Past-President. The Past-President shall have such duties as from time to time may be prescribed by the Board or these Bylaws. The Past-President provides continuity between administrations.

Sec. 9. Secretary. The Secretary shall be responsible for the records of CSLP; keep a record of all meetings of the Board of Directors and of the general membership; and have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws.

Sec. 10. Treasurer. The Treasurer shall be responsible for the custody of the funds and securities of CSLP which will come into the Treasurer's hands. The Treasurer prepares the annual budget, makes a financial report at all Board Meetings and the Annual Business Meeting, advises the Board regarding other financial matters affecting CSLP, has general powers and duties of the office of Treasurer and performs such other duties as may be prescribed by the Board of Directors or these Bylaws.

Sec. 11. Voting. All officers shall be Directors as defined in Sec. 4.2.

Article 6: Meetings of State Members

Sec. 1. Annual Business Meeting. CSLP will hold one Annual Business Meeting, which will be held at a date and place to be fixed by the Board of Directors, typically in the month of April. A notice of this meeting will be sent to all members of CSLP at least 30 days before the meeting.

Sec. 2. Special Meetings. Special meetings of the State Members may be held at the call or the request of the President, a majority of the Board of Directors, or the request of at least twenty percent (20%) of the State Members. Notice of the time and place shall be given in sufficient time for the convenient assembly of the State Members.

Sec. 3. Attendance. The attendance at the Annual Business Meeting and any Special Meeting is open to all State Representatives and Individual Delegates. However, only the State Representatives shall have the privilege of making motions, debating and voting.

Sec. 4 Voting. (a) State Representatives shall be entitled to the votes assigned to the state through a modified Senate model voting system, and set forth in Section 6.4(b). Decisions relating to substantive and programmatic issues including summer reading themes, incentives and manuals will be made using a modified Senate model system, unless otherwise agreed upon by a majority of the State Representatives using a one-vote-per-state system. For decisions on issues relating to governance and organizational issues, including the election of officers, amendment of Bylaws or other CSLP organizational business, State Representatives shall each have one vote. All matters submitted to the State Representatives for single votes are determined by a majority vote of those present and voting. Should a tie occur, the first officer in the following list who is not a State Representative will cast the tie-breaking vote: President, President-Elect, Past President, Secretary, and Treasurer.
(b) When the modified Senate model voting system applies pursuant to Section 6.4(a), each State Representative shall be entitled to 3 votes, as approved by the Board of Directors.

Sec. 5. Proxies. At all meetings of State Members, each State Representative may vote in person or by proxy. The State Representative may appoint a proxy to serve in his or her place if the State Representative cannot attend any meeting. State Representative reserves the right to appoint a proxy while the State Representative is in attendance at any meeting. A written proxy is mandatory if a State Representative gives voting privileges to a State Representative from another state. Written proxy forms are available in the CSLP Organizational Handbook.

Sec. 6. Quorum. Except as otherwise provided in these Bylaws, at any annual business meeting or special meeting of CSLP, a quorum shall consist of the presence in person or by proxy of at least two-thirds (2/3) of the State Representatives.

Sec. 7. Postponement or Cancellation. In the event of an emergency, the President, with a majority vote of the Board of Directors, may postpone or cancel any meeting.

Sec. 8. Conduct of Meetings. The President shall preside over all meetings of CSLP. The Secretary shall keep the minutes of the meeting and record all resolutions adopted at the meeting as well as recording all transactions occurring at the meeting. The rules contained in the latest edition of The Standard Code of Parliamentary Procedure (Alice Sturgis) shall govern CSLP meetings in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order CSLP may adopt.

Sec. 9 Action by Written Ballot. In accordance with Section 504.708 of the Revised Iowa Nonprofit Corporation Act, any action that may be taken by the State Members may be taken without a meeting if CSLP delivers a written ballot to each State Representative that sets forth the proposed action and provides an opportunity to vote for or against each proposed action. Approval by written ballot shall be valid if the votes cast by ballot meets the quorum requirement and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a duly held meeting. All requests for participation by written ballot must indicate all of the following: a) the number of responses needed to meet the quorum requirements; b) the percentage of approvals necessary to approve each matter; and c) specify the time by which a ballot must be received by CSLP in order to be counted. A written ballot may be delivered and a vote may be cast on the ballot by electronic transmission. An electronic transmission of a written ballot shall contain or be accompanied by information indicating that a State Representative authorized the electronic transmission.

Sec. 10. Notice of meetings. Notice of a member meeting shall be given not less than two (2) days, nor more than forty-five (45) days, before the date scheduled for the meeting referred to in the notice; provided, however, the State Representatives shall receive notification of nominations consistent with Sec. 4.3. The President, with assistance from the Secretary, shall mail or email to each State Representative a notice of each annual and each special meeting, stating the time and place of the meeting, and in the case of a special meeting, the purposes of the special meeting.

Article 7: Committees

Sec. 1. Committees. There shall be standing and ad hoc committees as deemed necessary by the Board of Directors.

Sec. 2. Standing Committees. Unless otherwise determined by the Board, there shall be the following standing committees: Adult Manual, Budget and Finance, Children's Manual, Copyright/Rules of Use, Diversity, Early Literacy Manual, Marketing and Public Relations, Membership and Organizational Structure, Teen Manual, Vendor Relations and Website. The Budget and Finance Committee shall be chaired by the current Treasurer of CSLP. The other committee chairs shall be elected pursuant to Section 4.2.

Sec. 3. Committee Composition. The members of the committees shall consist of volunteers from the State Representatives and Individual Delegates. Except for the Nominating Committee, each committee shall consist of at least three (3) persons. Further restrictions and qualifications for committee composition are set forth in the CSLP Organizational Handbook. No committee shall have a majority of its members from any one state or region of the country. Representatives and employees of the Administrative Services Agency may serve as ex-officio members of all standing committees, but will have no voting privileges on the committee. Representatives and employees of the Administrative Services Agency may serve as ex-officio members of ad hoc committees, as determined by the Board of Directors.

Sec. 4. Terms and Term Limits. With the exception of the chairs for the Nominating and Budget and Finance Committees, committee chairs may hold office for one-year terms, beginning June 1 of the election year through May 31 of the following year. Committee chairs may serve for four terms, unless otherwise determined by the Board of Directors. The terms for committee members shall be three-years. A committee member may serve on the same committee for two terms (for a total of six years), unless otherwise determined by the Board or until the elapse of two years since service on that committee.

Sec. 5. Requirements and Plans of Work. The requirements of committees shall be set out in the guidelines for committees in the CSLP Organizational Handbook. Plan of work shall be approved by the Board of Directors prior to action by the committees.

Sec. 6 Interest Groups. Interest groups may be formed by State Representatives and Individual Delegates to pursue any activity that supports the purpose and the goals of CSLP. Interest groups must apply by petition of no less than ten (10) State Representatives and Individual Delegates and receive approval by the Board of Directors. Further requirements of and policies regarding interest groups shall be set out in the guidelines

Article 8: Operations

Sec. 1. Organizational Handbook. An Organizational Handbook will be maintained, and regularly reviewed, for the purpose of setting forth the rules of procedure for the transaction of business by the State Members, the Board of the Directors, committees and the Administrative Services Agency, provided, however, that the Bylaws and Articles of Incorporation control any conflicts between the Handbook and the Bylaws or Articles of Incorporation.
Sec. 2. Administrative Services Agency or Executive Director. The Board of Directors will contract with an Administrative Services Agency ("ASA") or establish the position of Executive Director to provide administrative and financial management services for CSLP. The ASA shall be retained through a competitive process and shall be selected by the Board of Directors. Upon determination of the Board, the contract with the ASA may extend beyond a one-year term. The duties, responsibilities, and compensation of the ASA or Executive Director shall be at the direction of the Board of Directors. A representative of the ASA or the Executive Director shall receive notice of and attend all meetings of the Board of Directors except during those parts of meetings when the subject is the ASA or the Executive Director or any issue related to the ASA or Executive Director's contract or employment, or when directed not to attend by the President. The representative of the ASA or Executive Director may participate in all discussions but shall have no vote. Representatives of the ASA or the Executive Director may not serve as a State Representative, or an officer, or a committee chair, or a committee member, except in their ex-officio and non-voting capacity as a representative of the ASA.

Article 9: Amendment of Bylaws

These Bylaws may be amended or repealed and new Bylaws may be adopted by two-thirds of the State Representatives present at an annual or special meeting, at which a quorum is present, provided that notice of the meeting is given stating the proposed amendment, repeal or new Bylaws to be considered.

Article 10: Indemnification

CSLP shall, to the fullest extent authorized by the Revised Iowa Nonprofit Corporation Act, indemnify each Director and officer of CSLP against reasonable expenses and against liability incurred by a Director or officer in a proceeding in which he or she was a party because he or she was a Director or officer of CSLP. These indemnification rights shall not be deemed to exclude any other rights to which the Director or officer may otherwise be entitled. CSLP shall, to the fullest extent authorized by the Revised Iowa Nonprofit Corporation Act, indemnify any employee who is not a Director or officer of CSLP, to the extent the employee has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of CSLP. CSLP may, to the fullest extent authorized by the Revised Iowa Nonprofit Corporation Act, indemnify, reimburse, or advance expenses of Directors, officers, or employees.

**The Collaborative Summer Library Program (CSLP - a 501c3 nonprofit) bylaws were revised and updated May 13, 2013.