ARTICLE 1: NAME
Section 1. Name:
The name of the corporation is the Collaborative Summer Library Program; often referred to as “CSLP”.
ARTICLE 2: PURPOSES AND POWERS
Section 1. Purposes
CSLP is a nonprofit corporation organized solely for charitable, scientific and education purposes. The purpose of CSLP is to promote and support summer reading programs in libraries as well as to:
- Provide library programming materials and technical expertise
- Encourage literacy in all age groups
- Raise the quality of library programming
- Support other efforts to promote summer learning
- Support libraries and library programming
ARTICLE 3: MEMBERSHIP AND PARTICIPATION
Section 1. Membership
- Membership is defined as a State (or Territory) with one Representative. State/Territory Representatives provide representation to participating libraries in their state or territory.
- Multiple libraries and/or library systems may participate from every state and territory; however, each state or territory shall designate one representative per state or territory to serve as the State Representative (i.e. member) to represent that state or territory. That representative, referred to as a “State Representative” shall serve as the contact person for that respective state or territory and shall hold the sole voting authority for that state or territory unless a designated proxy has been named. A staff member from a State Library or State Library Association or similar entity representing libraries in that state or territory is an acceptable and common representative for a state.
Section 2. Participation
- Public libraries are eligible for participation in CSLP. 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;
- 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 part with public funds.
- Participating public libraries have the right to use technical assistance (manual), logos, themes and related copyrighted material, following rules of use, so long as their state (or territory) is a dues paying member in good standing.
- In states that do not pay for 100% of the public libraries, individual public libraries, public library systems or groups of public libraries or library systems may become participants providing they select only one State Representative (Member) and pay dues accordingly.
- Other entities such as school library media centers, tribal libraries not designated as public libraries by their states, family literacy programs, childcare centers, hospitals, academic institutions and other organizations can participate in CSLP programs and events only in partnership with a current participating public library or library system.
- United States military bases, within or outside of the U.S., may request permission to use CSLP’s materials providing they agree to the Rules of Use. Military bases will not be charged dues and will have no voting rights.
- Library staff from participating public libraries or the membership dues paying agency may be elected to serve on the Board of Directors or may be elected to serve as committee chairs or may serve as committee members.
Section 3. Resignation
- Any state, territory or partial state who wishes to be removed in whole as participants with a representative member must give notice to the CSLP Board of Directors at the annual meeting at least one year prior to the withdrawal.
- Any State Representative may be replaced at the discretion of the agency funding the membership dues or by the participating public libraries with partial state membership. Notice must be given to the CSLP Board of Directors when a State Representative is replaced.
Section 4. Meetings
- An annual meeting of the membership shall be called by the Board of Directors to engage membership, to conduct and discuss CSLP business and other matters, to hold elections or for any other reason.
- Notice of such meeting shall be provided no less than 30 days prior to the meeting, naming the date, time and place for the meeting.
Section 5. Dues
- Each state or territory or partial state member will be assessed annual dues with the amount to be set by the Board of Directors.
- It shall be the goal and the intent of these by-laws to maintain dues at a nominal level in order to encourage participation from the widest range of membership.
- State or territory membership dues must be paid in order for participating public libraries to take advantage of CSLP’s products and themes.
ARTICLE 4: GOVERNANCE/BOARD OF DIRECTORS
Section 1. Powers and Authority
- 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 including hiring any employees of the Organization or contracting with any vendors of other business, financial and legal services.
- There shall be no compensation for service as a member of the Board of Directors or as a Committee member, State Representative or any other volunteer.
Section 2. Composition and Terms
- The Board of Directors shall be comprised of no fewer than nine and no more than 15 individuals.
- All officers of the Board shall be State Representatives or library staff members from participating public libraries in member states.
- All of the remaining Board positions will be considered “At Large” Board positions.
- The majority of the “At Large” Board members will be State Representatives or library staff members from participating public libraries or dues paying agencies in member states.
- The term for all Board members, except for the President-Elect, the President and the Past President, shall be two years with members eligible for re-election for up to two consecutive terms. The term for the President-Elect, the President, and the Past President shall be one year.
- After serving for two consecutive terms, a Board member is eligible for re-election after one full year.
- Retiring from a public library or dues paying agency does not disqualify a Board member from completing their term of service.
Section 3. Officers and Duties
- There shall be five officers of the Board of Directors as follows: Past President, President, President-Elect, Secretary and Treasurer. These officers will function as an Executive Committee.
- The Past President’s duties are flexible based on the current needs of the Board and the Collaborative Summer Library Program.
- The President shall convene and preside over regularly scheduled Board meetings and Executive Committee meetings. The President shall appoint a nominating committee annually, whose duties will be to develop a slate of candidates for Board positions and for committee chair positions. The President may also name Ad Hoc committee chairs or committee members.
- The President-Elect shall preside over all Board meetings and Executive Committee meetings upon the absence of the President. The President-Elect shall have such duties as from time to time may be prescribed by the Board. Unless otherwise determined by the Board, the President-Elect will succeed the President following his or her term as President-Elect.
- The Secretary shall record all actions of the Board of Directors and ensure that minutes are taken for each meeting and that reports of Board actions are maintained and distributed to all Board members.
- The Treasurer shall make a financial report at each meeting indicating the financial position of the organization; shall preside over the Finance Committee; oversee the preparation and presentation of the annual budget; and otherwise ensure that financial information is available to the Board and the public. The Treasurer shall also assist in preparing fundraising plans and other income streams.
- The Executive Committee may meet for planning or discussing Board matters but may not make decisions for the Board unless directed to do so by the full Board.
Section 4. Elections and Election Procedures
- Elections of Board members shall be held once per year during an annual meeting of the membership.
- A Nominating Committee appointed by the Executive Committee of the Board of Directors shall present a slate of vetted Board candidates for the vacant Board positions to the State Representatives no less than four weeks prior to the election. State Representatives may also present nominations for the candidates on the slate to the Nominating Committee no less than four weeks prior to the election.
- At the annual meeting, State representatives as well as Board members who are not State Representatives and any nominees for Board positions are eligible to vote for the candidates on the ballot.
Section 5. Quorum
A quorum shall exist when a simple majority of the total Board members are present in order for voting to occur.
- A quorum is necessary for Board decisions to be made and for votes to be counted.
Section 6. Meetings
- Board meeting times are determined by the Board President and may be set at regular times.
- Special meetings may be called by the Board President or by a simple majority of Board members with notice of time and place of meeting provided two weeks in advance of the specified meeting.
- Meetings shall be held at the discretion of the Executive Committee; however, there shall be no fewer than four Board meetings per year.
Section 7. Vacancies
Midterm vacancies may be filled by nominations from any Board member with a two week notice and a simple majority vote of a quorum.
- Board members elected to fill a vacancy will serve the remainder of that term but shall be eligible for re-election.
Section 8. Removal of a Board Member
Any Board member may be removed from his/her position for excessive absences, lack of participation, obstructionist behavior or for any other reason deemed appropriate by a vote of the Board of Directors.
- Removal from office is decided by simple majority vote of Board members and takes effect immediately.
Section 9. Committees and Composition
- With the exception of the Executive Committee, standing committees shall be approved by a vote of the Board and support the activities and mission of the organization. The term of office for committee chairs shall be two years. Committee chairs may also be elected as “At Large” Board members, but election as a committee chair does not require one to hold a Board position. The Board will establish a schedule for the election of manual committee chairs, so that no more than two manual committee chairs’ terms expire in one year. Vacant committee chairs may be filled by the Board in between elections and/or held vacant as necessary.
- The Executive Committee shall be chaired by the President of the Board and be comprised of the Past President, President-Elect, Secretary, and Treasurer.
- The Finance Committee shall be chaired by the Treasurer of the Board and be comprised of at least one other Board member. Other members shall be either Board members or other individuals who offer appropriate experience.
- Other committees may be created by the Board of Directors to conduct specific tasks including product development, research, or for other purposes as the organization requires.
Section 10. Election of Committee Chairs
- Elections of committee chairs shall be held once per year by the State Representatives and Non-State Representative Board Members.
- A Nominating Committee appointed by the Executive Committee of the Board of Directors shall present a slate of vetted committee chair candidates for the vacant chair positions to the State Representatives no less than four weeks prior to the election. State Representatives may also present nominations for the candidates on the slate to the Nominating Committee no less than four weeks prior to the election.
- State Representatives as well Board members who are not State Representatives and any nominees for committee chairs are eligible to vote for the candidates on the ballot.
Section 11. Manner of Acting
- Except as otherwise required by law, Articles of Incorporation or by other articles of these by-laws, a majority vote of the Board of Directors where a quorum is present shall be the act of the Board of Directors and shall be recorded in the minutes.
- In the case of a tie vote where a quorum is present, the Board President shall cast the deciding vote.
- Participation in any meeting may be done in any form providing that all present can be heard by others and all are able to hear others.
ARTICLE 5: INDEMNIFICATION
Section 1. Indemnification
- CSLP shall indemnify, defend and hold harmless all Board members, volunteers, employees and agents from and against all liabilities, claims, losses, costs or expenses to the person or property of another, lawsuits, judgments, and/or expenses arising either directly or indirectly as a result of association with CSLP so long as the person was acting with integrity and had no intent to harm.
ARTICLE 6: AMENDMENTS
Section 1. Amendments
- These by-laws may be amended or revoked and replaced with new by-laws by 2/3 of a majority vote of State member representatives, providing that at least two weeks of notice of intent to replace or amend by-laws has been given.
ARTICLE 7: CONFLICT OF INTEREST
Section 1. Conflict of Interest
- The Board of Directors shall maintain a Conflict of Interest Policy.
**The Collaborative Summer Library Program (CSLP – a 501c3 nonprofit) bylaws were revised and passed by voting membership January 2021.