Bylaws

---

approved April 5, 1974
as amended November, 1988
as amended October 1990
as amended October 1991
as amended June 9, 1995
as amended October 16, 1998
as amended May 31, 2002
as amended November 4, 2010
as amended December 2013
as amended April 2014

Article I. Name

The name of the Upstate New York chapter of ARLIS/NA shall be ARLIS/NA Upstate New York.

Article II. Purposes

A. The organization shall promote the purposes of ARLIS/North America within the Upstate New York area. The organization is organized and will be operated exclusively for charitable and educational purposes within the meaning of #501(c)(3) of the Internal Revenue Code of 1954, as amended, in order to advance the cause of art librarianship and to promote the development, good management, and enlightened use of all art libraries and visual resources collections. In furtherance of such purpose, the organization is authorized:

1. to promote the continuing professional education of its members and the general knowledge of the public by sponsoring conferences, seminars, lectures, workshops, and other exchanges of information and materials concerning all aspects of art librarianship and visual resources curatorship;
2. to stimulate greater use of art libraries and visual resources collections by sponsoring, supporting, or publishing resources, directories, bibliographies, inventories, periodical journals, occasional papers, reports, and related materials concerning the organization and retrieval of art information;
3. to foster excellence in art librarianship and the visual arts by establishing standards for art libraries and visual resources collections, by promoting improvements in the academic education of art librarians and visual resources curators, by sponsoring awards for outstanding achievement, and by other means to that end;
4. to engage in any activities conducive to furthering the organization’s purposes, provided that such activities may lawfully be carried on by an organization exempt from federal income tax under #501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provisions of any future United States internal revenue law).

B. No part of the net income of the organization shall inure to the benefit of or be distributable to its directors, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the purposes and objectives of this organization. No substantial part of the activities of the organization shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the organization shall not participate in any political campaign on behalf of any candidate for public office.

C. Notwithstanding any other provision set forth in these bylaws, at any time during which it is deemed a private foundation, the organization shall not engage in any act of self-dealing as defined in #4941(d) of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent tax laws; the organization shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by #4942 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent tax laws; the organization shall not hold any excess business holdings that would subject it to tax under #4943 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent tax laws; the organization shall not make any investments in such a manner as to subject the organization to the tax imposed by #4944 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent tax laws; the organization shall not make any taxable expenditures as defined in #4945(d) of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent tax laws.

D. Notwithstanding any other provisions of these bylaws, the organization shall not conduct or carry on any activities not permitted to be conducted, or carried on by an organization exempt from tax under #501(c)(3) of the Internal Revenue Code of 1954, as amended, or by an organization contributions to which are to be deductible under #170(c)(2) of such Code or corresponding provisions of any subsequent tax laws.

Article III. Membership

A. Eligibility. Membership is open to all members of ARLIS/NA.

B. Dues

1. Dues shall be determined by the Executive Committee and shall be ratified by member vote.
2. The dues shall be paid to the Treasurer.
3. The membership year shall be from January 1 to December 31.
4. ARLIS/NA Upstate New York shall have the right to impose additional fees upon the membership for specified projects subject to the approval of the membership.

C. Privileges

1. All Personal members of ARLIS/NA Upstate New York are eligible to vote and to hold elected office.
2. All members shall be entitled to receive announcements of meetings of ARLIS/NA Upstate New York and other notices of general interest to the membership.
3. Members may vote electronically.

Article IV. Officers

A. The elected officers of ARLIS/NA Upstate New York shall be the President, the Vice-President/President-Elect, the Secretary, and the Treasurer.

B. Nominating Procedures

1. Nominating Committee. The President shall appoint a nominating committee at the spring meeting of the year of his/her term comprised of at least two persons. This committee shall submit a slate of qualified candidates to be voted upon by the membership. If two qualified candidates cannot be found to run for an office, the nominating committee may submit to the membership for approval or disapproval the name of one qualified candidate for the office.
2. Qualifications for Office. Any personal member may hold elected office. A representative of an Institutional or Business Affiliate member may hold elected office.

C. Election Procedures

1. Officers shall be elected or approved by a plurality of ballots cast at the fall meeting by members entitled to vote.
2. The slate of the candidates shall be announced with the notice of the fall meeting, generally held by the end of October, and ballots shall be cast at that meeting.
3. Elected officers should be informed in writing by the Secretary/Treasurer.

D. Terms of Office

1. The term of office shall begin January 1.
2. The term of office of the President and the Vice-President/President-Elect shall be one year.
3. The term of office of the Secretary shall be two years.
4. The term of office of the Treasurer shall be two years.

E. Duties of Office

1. The President shall act as chief executive officer of ARLIS Upstate New York and shall serve on all special committees of the organization.
2. The Vice-President shall act as chief executive officer in the event the President is unable to serve and shall coordinate program planning.
3. The Secretary shall be responsible for all documents and correspondence, the keeping of the minutes of the meetings of ARLIS Upstate New York.
4. The Treasurer shall be responsible for handling of all financial accounts of ARLIS Upstate New York.

F.  Special Elections

1. In the event the President resigns or is unable to fill the office for the designated term, the Vice-President will become the President.  A special election may be held electronically to fill the VP position.

2. If another officer resigns or is unable to fill the office for the designated term, a special election may be held electronically to vote on a new officer to serve for the length of the term.

Article V. Executive Committee

The elected officers, the Publications Editor and the immediate past President of ARLIS/NA Upstate New York shall constitute the Executive Committee.

Article VI. Meetings

A. Meetings of ARLIS/NA Upstate New York shall be held semi-annually in the fall and spring.

B. Announcement of meeting shall be sent to the membership at least two weeks in advance of the meeting.

Article VII. Reports

A. The Executive Committee shall prepare an Annual Report and a Mid-year Report, copies of which shall be sent to the Chapters Liaison and ARLIS/NA headquarters.

B. The Secretary shall send minutes of all meetings to the Chapters Liaison  and ARLIS/NA headquarters.

C. The Secretary shall send reports on chapter activities to the appropriate ARLIS/NA periodical editor.

Article VIII. Special Committees

Special committees may be formed as needed.

Article IX. Affiliation with Other Organizations

Affiliation with other organizations shall be at the discretion of the Executive Board of ARLIS/NA and shall be in accordance with the guidelines supplied by the Executive Board.

Article X. Amendments

A. Amendments to the Bylaws may be proposed by any voting member and shall be submitted to the Executive Board in writing. The proposed amendments should be received by the Executive Board at least four weeks prior to the next chapter meeting.

B. The text of the proposed amendment shall be distributed to the voting membership at least two weeks prior to the business meeting.

C. Approval of a two-thirds majority of voting members and the approval of the Executive Board of ARLIS/NA shall be necessary to amend these Bylaws.

Article XI. Dissolution

Upon the dissolution of the organization or the winding up of its affairs, the assets of the organization shall be distributed exclusively for charitable or educational purposes or to organizations which are then exempt from federal tax under #501(c)(3) of the Internal Revenue Code of 1954, as amended, or corresponding provisions of any subsequent federal tax laws and to which contributions are then deductible under #170(c)(2) of such Code or corresponding provisions of any subsequent federal tax laws. Organizations having purposes similar to those of this organization shall be preferred.