Adopted: August 8, 1990

Last reviewed: February 21, 2026

Last revised: February 21, 2026

Article I: Identification

Section 1

The name of the corporation will be the Mid Atlantic Library Alliance, hereinafter referred to as “MALiA” or the “corporation.”

Section 2

The period of duration of the corporation shall be perpetual.

Section 3

The principal office of the corporation shall be located in the Commonwealth of Virginia. The corporation may also have such offices at such other places within or without the state as the MALiA Board may from time to time determine.

Article II: Purpose

Section 1

The purpose of MALiA is to strengthen and support libraries through collaboration, cost-saving partnerships, and professional development opportunities.

To this end, MALiA shall:

1. promote continuing education and the sharing of knowledge among member libraries;

2. promote innovative programming and services at member libraries; and,

3. seek and promote mutually advantageous cooperative purchasing agreements with library vendors and support services.

Article III: Organization

Section 1

MALiA is an organization of public, academic, school, institutional, and special libraries established to provide cooperative information services and programs.

Article IV: Membership

Section 1

Full membership shall be conveyed to applicant libraries upon payment of applicable fees to the corporation. Membership fees will be prorated for new members joining on or after January 1 of any year. Member libraries must select one delegate to attend Board meetings and vote at the Annual Member Meeting.

Section 2

Associate membership shall be conveyed to all libraries within a single school district or library system upon payment by the governing authority of that district or library system to the corporation. All libraries funded through a single entity shall be eligible including, but not limited to, schools within a public or private school district, branch libraries of public city, county, or regional libraries, and prison libraries without independent budgets. Associate membership affords all privileges and rights to utilize the corporation’s vendor discounts, participation in professional development activities, and the right to apply for educational scholarships. Determination of eligibility for Associate Member status in the Mid-Atlantic Library Alliance shall be at the discretion of the corporation’s Executive Board.

Section 3

Continued membership and its privileges are contingent upon the payment of fees by August 1 of each year. A 60-day grace period will be extended to all non-paying member libraries, after which their membership status will be considered “lapsed” and all privileges revoked until payment. The MALiA Board may remove any library and its delegate for just cause including, but not limited to: non-payment of fees; failure to appoint a delegate; and failure to maintain a full and equal participation with other member libraries in the activities and purposes of the corporation.

Section 4

Membership may be voluntarily terminated on August 1 of any year. Membership dues will not be refunded.

Article V: Governance

Section 1

Members of the Board shall be five officers, members of the standing committees, and library representatives. All shall be current employees at a member library in good standing at the time of their appointment. Paid personnel are not considered members of the Board. The Board will recruit and approve nominations for office prior to the election held at the Annual Member Meeting. The Board will recruit volunteers for the positions of chairpersons, co-chairpersons, committee members, and library representatives. The standing committees consist of the following: Scholarship and Continuing Education, Library Program Grant, Technology Grant, and Contracts. The library representatives shall consist of the following if not already represented in the Board: one public library system member, one four-year college system member, one community college system member, one school system member, and one member each representing the Alabama, Florida, Georgia, Kentucky, Maryland, North Carolina, South Carolina, Tennessee, Virginia, and West Virginia libraries.

Section 2

The Board shall have ultimate responsibility for the affairs of the consortium and shall meet on a quarterly basis, or more often if necessary. Quarterly Board meetings are open to all member libraries. The Board shall provide MALiA members with minutes of its meetings through direct mailings, emails, telefacsimiles, or other electronic means. A majority of the Board shall constitute a quorum and the concurrence of the majority of the members of the Board shall be necessary to authorize any action. The Board shall take full charge of, manage, and conduct the business affairs of MALiA. The Board may appoint or contract for the services of any operational or fiscal agents deemed necessary to successfully conduct the business of the consortium.

Section 3

An Annual Member Meeting shall be held in the Spring, with the date and location to be determined by the Board. Each member library shall be entitled to one vote at the Annual Member Meeting provided the library delegate is present at the time the vote is taken. During this meeting, members shall approve the initial and subsequent amendments of the bylaws of the corporation, elect officers, and provide input to the Board.

Section 4

New motions requiring action before a called meeting of the Board may be deliberated and passed by electronic means. The identity of the Board member may be confirmed on the basis of his or her electronic address or telephone number. The Board member making the fax or e-mail motion must obtain a second and send the motion and the name of the seconding member to all members of the Board. If three or more of the Board wish to debate the motion, they may call for a video/telephone conference of the Board within five working days of the original motion. If no such conference is requested, fax or e-mail votes on the motion will be counted by the President five working days after the sending of the motion, or when a majority of the Board has responded. If a telephone or video conference is held, a roll call vote will be in order. Previously deliberated motions requiring action before the next scheduled meeting of the Board may be voted upon electronically without first acquiring an electronic motion and second. The Board member calling for the vote must contact all members of the Board with the motion and instructions to submit their vote to the President within five working days. If three or more of the Board wish to debate the motion, they may call for a video/telephone conference of the Board within five working days of the motion. If no such conference is requested, fax or e-mail votes on the motion will be counted by the President five working days after the sending of the motion, or when a majority of the Board has responded. Any question of policy may, by a majority vote of the Board, be submitted to the general membership to be voted upon either at the Annual Member Meeting, or by mail, electronic mail, telefacsimile or video conference vote, as the Board may determine. Any action of the Board may be set aside at the next scheduled Member meeting, by a majority vote of the members present.

Section 5

Officers of the corporation shall be the Past President, President, Vice President/President-Elect (hereinafter referred solely as “Vice President”), Treasurer, and Secretary.

Article VI: Duties of Officers

Section 1

The President shall be the chief executive officer of the corporation and subject to the control of the member libraries, and shall supervise and control the management of the corporation in accordance with these bylaws. The President shall preside at Board and Member meetings. The President shall sign, with any other proper officer, instruments which may be lawfully executed on behalf of the corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution shall be delegated by the Board to some other officer or agent. The President shall appoint all ad hoc committees. In general, the President shall perform all duties incident to the office of President and such other duties as may be assigned by the Board or member libraries from time to time.

Section 2

The Vice President shall preside in the absence of the President at all Board and Member meetings. The Vice President shall assume the office of President at the end of the President’s term of office or if a vacancy occurs.

Section 3

The Secretary shall take minutes of all Board and Member meetings, distribute these to the membership, and serve as Acting President in the absence of the President and Vice President.

Section 4

The Treasurer of MALiA shall monitor all funds belonging to the corporation and shall receive, deposit or disburse the same under the direction of the Board or in the absence of designated personnel. The Treasurer shall be responsible for all financial records and reports for all funds.

Section 5

The immediate Past President shall, for the purpose of corporate memory, be a member of the Board. The Past President shall serve on such committees as directed by the President. In the event that the President serves more than one consecutive term, the President shall serve as President and Past President simultaneously.

Article VII: Terms of Office

Section 1

All terms of office shall coincide with the fiscal year (July 1-June 30). All elections for officers shall be held at the Annual Member Meeting. Any mid-term vacancy shall be filled by appointment as determined by the Board. Board members who retire prior to the conclusion of their term shall either serve the remainder of their term or vacate it at the time of their retirement. The Board may elect at any time, with just cause, to remove a member from their position on the Board.

Section 2

President: The term of office of the President shall be two years. In the event that no Vice President is in position to assume the office of President at the conclusion of their term, a new President shall be elected at the Annual Member Meeting.

Section 3

Vice President: The term of office of the Vice President shall be two years, elected in odd- numbered years. At the end of the term, the Vice President shall assume the presidency of the Board.

Section 4

Secretary: The term of office of the Secretary shall be two years, elected in odd-numbered years.

Section 5

Treasurer: The term of office of the Treasurer shall be two years, elected in even-numbered years.

Section 6

Library Representatives: Library Representatives shall be selected for one year terms annually between July 1-September 1.

Section 7

Standing Committees: The Board shall recruit and appoint Contract and Scholarship and Continuing Education committee chairpersons in odd-numbered years and their remaining committee members in even-numbered years. The Board shall recruit and appoint a Library Program Grant and Technology Grant committee chairpersons in even-numbered years and their remaining committee members in odd-numbered years.

Article VIII: Committees

Section 1

The Board, by a majority vote, shall establish such standing and special committees as necessary to conduct the purposes of the corporation and appoint members. The Board may, at its sole discretion, disband any committee which is deemed no longer necessary.

Section 2

Standing committees shall include a Scholarship and Continuing Education Committee consisting of a chairperson and two members whose purpose shall be to provide graduate and continuing education scholarships to employees at member libraries in good standing.

Section 3

Standing committees shall include a Contracts Committee consisting of the contracts manager and two members whose purpose shall be to review RFPs and all contracts to ensure compliance with the Commonwealth of Virginia procurement system.

Section 4

Standing committees shall include a Library Program Grant Committee consisting of a chairperson and two members whose purpose shall be to award program grants to member libraries in good standing.

Section 5

Standing committees shall include a Technology Grant Committee consisting of a chairperson and two members whose purpose shall be to award technology grants to member libraries in good standing.

Article IX: Parliamentary Authority

Section 1

All meetings will follow parliamentary procedures as outlined in the Standard Operating Procedures.

Article X: Amendments

Section 1

The power to amend or repeal these bylaws is vested in the member libraries at any meeting of the Board, regular or called, by a two thirds majority vote, if such action has been announced and the proposed revision of the bylaws made available to each member library at least thirty days in advance of the meeting.

Article XI: Dissolution of the Corporation

Section 1

If the need for MALiA ceases to exist, the member libraries may declare their intention to dissolve the corporation by a majority vote of the Board.

Section 2

Division of remaining assets shall be accomplished according to law.

Article XII: Corporation Records

Section 1

The corporation shall maintain all records in accordance with the Record Retention Policy and Standard Operating Procedures set forth by the Board.

Section 2

The corporate seal shall be in such form as the member libraries shall from time to time prescribe.