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 of Directors may from time to time determine. 

ARTICLE II: PURPOSE 

Section 1 

The purpose of MALiA is to encourage the development and improvement of all types of library  services and to promote the efficient use of finances, personnel, materials and properties by  enabling governing authorities having library responsibilities to join together in a nonprofit  library consortium. 

To this end, MALiA shall: 

1. promote access, including bibliographic, electronic, and physical, to the holdings of  member libraries; 

2. promote cooperative collection development as a means of increasing the collective  holdings of member libraries; 

3. promote continuing education and the sharing of knowledge among member libraries; 4. promote innovative programming and services at member libraries; and, 

5. seek and promote mutually advantageous cooperative purchasing agreements with library  vendors and support services. MALiA shall negotiate vendor contracts on behalf of the  consortium’s member institutions in compliance with the Commonwealth of Virginia  procurement system and is not responsible for meeting the procurement regulations of  any other state. Member institutions located in other states are responsible for ensuring  that purchasing library goods and services through MALiA vendor contracts meets the  procurement regulations of their own institutions and state governments.

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. 

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 of Directors may remove any library and its representative for just  cause including, but not limited to: non-payment of fees; failure to appoint a representative; 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. 

Section 5 

In the event any member library ceases to function, withdraws or is removed as provided herein,  all improvements and acquisitions funded or provided by and/or through the corporation and in  the possession or control of such library shall remain the property of the corporation and shall be  subject to its control. 

Section 6 

Membership fees are waived for all state libraries with member libraries within their state.

ARTICLE V: GOVERNANCE 

Section 1 

Each member library shall be entitled to one vote at the annual Spring Members Meeting,  provided the library representative is present at the time a vote is taken. Members of the Board shall be five officers, members of the standing committees, and library representatives. The  officers will be elected by the Board. The Board will recruit volunteers for the positions of  chairpersons, co-chairpersons, and library representatives. The standing committees consist of  the following: Scholarship, Library Program 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 by the Committee 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. 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 

Motions requiring action before a called meeting of the Board may be deliberated and passed by  telefacsimile, by e-mail, or by video conferencing. 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. In the case of telephone, telefacsimile, or video voting, a favorable vote from a majority of  Board members is required to pass a motion.  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 Spring business meetings, 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, Treasurer, and  Secretary. The Vice-President shall be President-Elect. The term of office shall run from July 1  through June 30. All elections for officers and members-at-large shall be held at the Spring  meeting. If a vacancy occurs in the office of the President, the Vice-President shall succeed to  the position. If a vacancy occurs in any other position of the Board, the remaining members of  the Board shall select a replacement for that position until the next regular election. 

ARTICLE VI: TERMS OF OFFICE 

Section 1 

All terms of office shall coincide with the fiscal year. The fiscal year shall run from July 1  through June 30. 

Section 2 

President: The term of office of the President shall be two years. 

Section 3 

Vice-President: The term of office of the Vice-President shall be two years. At the end of that  year, the Vice-President shall assume the presidency of the Board. 

Section 4 

Secretary: The term of office of the Secretary shall be two years. 

Section 5 

Treasurer: The term of office of the Treasurer shall be two years. 

Section 6 

Library Representatives: Library Representatives shall be selected for two-year terms after the  Spring meeting and no later than the Fall Board meeting. 

Section 7 

Standing Committees: The Board shall recruit and appoint Contract and Scholarship 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 chairperson in even numbered years and their remaining committee members in odd-numbered years.  

Section 7

Any mid-term vacancy shall be filled by appointment determined by the Board. The term of the  person appointed shall be determined by the Board. 

ARTICLE VII: 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 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 have custody of all funds belonging to the corporation and shall  receive, deposit or disburse the same under the direction of the Board. The Treasurer shall be  responsible for all financial records and reports for all funds. 

Section 5 

The 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. 

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. Committee representatives  shall report to the Board and attend Board meetings as requested. The Board may, at its sole  discretion, disband any committee which is deemed no longer necessary. 

Section 2 

Standing committees shall include a Scholarship Committee consisting of a chairperson and two  members whose purpose shall be to promote access to and evaluate applications for scholarship 

assistance from students employed at member libraries in good standing and enrolled in ALA accredited programs leading to a degree of Masters in Library and Information Science, in  doctoral programs in library science, in individual college or university “for credit” courses, or  continuing education courses in librarianship or related subjects as approved by the Scholarship  Committee.  

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. 

ARTICLE IX: PARLIAMENTARY AUTHORITY 

Section 1 

All meetings will follow parliamentary procedures as outlined in the latest edition of Robert's  Rules of Order. 

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  made available to each member library at least thirty days in advance of the meeting. 

Section 2 

In the event of any such change in the bylaws, each Board member and member library shall  have access to a properly designated revised copy of the bylaws made available in a timely  manner prior of such action. 

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 members in office. 

Section 2 

Division of remaining assets shall be accomplished according to law.

ARTICLE XII: CORPORATION RECORDS 

Section 1 

The corporation shall keep at the principal office of the corporation, complete and correct  records and books of account, and shall keep minutes and proceedings of the Board, or any  committee appointed by the Board, as well as a list or record containing the names and addresses  of all officers and member libraries. 

Section 2 

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