El Paso Area Libraries
ARTICLE I – NAME
The name of this organization shall be El Paso Area Libraries Consortium, Incorporated (hereinafter called EPAL).
ARTICLE II – PURPOSE
The purpose of EPAL shall be to strengthen delivery of and resources for information and research through the development of cooperative programs and services in the El Paso region.
ARTICLE III – MEMBERSHIPS AND PARTNERS
The Charter Members of EPAL (hereinafter individually referred to as Member), are voting Members and shall include the following libraries:
|Canutillo ISD||El Paso ISD|
|University of Texas at El Paso||El Paso Public Library|
|El Paso Community College|
Academic, research, corporate or public institutions or organizations in the El Paso region which maintain library or information services and accept the purpose of EPAL may apply for membership and may be admitted by a unanimous vote of the EPAL Board. These are voting Members (hereinafter individually referred to as Member).
Associate Members are institutions, organizations, or businesses of an educational, non-profit or other nature which accept the purpose of EPAL. They may apply for membership and may be admitted by a unanimous vote of the EPAL Board. Associate Members have a non-voting membership, but will be included as a link on the EPAL web page and, when appropriate, in grants written by EPAL.
Partners are institutions or organizations that assist EPAL with selected projects and operations as approved by the EPAL Board. They may apply for partnership status by submitting a Memorandum of Understanding or other type of agreement and may be accepted by a unanimous vote of the EPAL Board. Partners have non-voting status and do not pay dues, but will be included as a link on the EPAL web page and, when appropriate, in grants written by EPAL. Once approved, the partnership agreement will continue until terminated by the Partner or the EPAL Board.
A Member shall confirm its membership by submitting a Memorandum of Understanding or the City of El Paso Interlocal Agreement from its chief administrative officer to the EPAL Board. Renewal is considered automatic each year unless formal written notification of termination is received by the EPAL Board.
Any Member, Associate Member, or Partner may terminate its membership or partnership by formal written notification to the EPAL Board. This termination request must be received by the EPAL Board at least thirty (30) days prior to the desired termination date. EPAL reserves the right to terminate the membership or partnership for any Member, Associate Member or Partner via written notice based on a unanimous vote of the EPAL Board. In the event of the termination of a membership or partnership, all projects for which funding has been received will be completed and EPAL funds shall remain intact.
ARTICLE IV – INSTITUTIONAL REPRESENTATIVES/EPAL BOARD OF DIRECTORS
1. Each EPAL Member shall be represented by their director (or the director’s designated representative).
2. Each Member shall receive one vote in all matters pertaining to the operation of EPAL. These voting Members shall constitute the EPAL Board of Directors (hereinafter referred to as the EPAL Board).
3. The EPAL Board shall be responsible for the overall management of the Corporation.
Each Member’s representative on the EPAL Board shall have full authority of their respective administrative bodies to carry out the purposes and activities of EPAL, except where limited by these By-laws.
Each Member and Associate Member shall pay annual fees to belong to EPAL. The EPAL Board shall review and set these fees on an annual basis. Some fees are set by a Memorandum of Understanding, Interlocal Agreement or other contract. A change in these fees may require a new agreement to be approved by the Member or Associate Member.
D. Policies and Procedures
Each Member and Associate Member shall adhere to its institutional or organizational policies and procedures i.e. interlibrary loan, acceptable use policies, etc.
E. Financial Accountability
The EPAL Board shall be responsible for all EPAL finances. The Executive Director will provide financial reports to the EPAL Board on a monthly basis unless otherwise directed by the EPAL Board. Under the leadership of the Executive Director an independent audit of the EPAL books by a CPA will be performed on a biannual basis.
ARTICLE V – ADMINISTRATION
The EPAL Board shall elect to hire an Executive Director by contract. The Executive Director is responsible for carrying out the organization’s goals and objectives by: 1) effectively and efficiently administering the organization’s resources; 2) promoting resource sharing among EPAL membership; 3) providing professional support to the organization’s members; and 4) securing funds through grants and fundraising events. Specific duties and responsibilities include the following. Others may be added from time to time by the EPAL Board.
1. Utilizes strategic planning, management, organizational and coordination skills
necessary to work with stakeholders including, but not limited to, local and regional organizations, government agencies, associations and community groups, to support EPAL’s goals and objectives.
2. Coordinates EPAL activities with members, partner agencies, and community
groups to: a)promote resource sharing; b)identify areas of need and develop strategies to meet those needs; and c) design and launch special projects that advance EPAL’s mission.
3. Identifies promising funding sources, prepares applications for public and private grant funds, implements, and manages projects that are funded.
4. Administers the organization’s finances and prepares annual budget.
5. Coordinates fundraising activities.
6. Oversees the organization’s communication resources and marketing campaign.
7. Makes recommendations to the EPAL Board regarding projects adopted by the EPAL Board.
8. Makes recommendations to the EPAL Board regarding vendors and contractors employed/used by EPAL and may be responsible for negotiating with vendors as directed by the EPAL Board.
9. Manages contracts and oversees vendors and contractors.
10. Represents the organization and may therefore be responsible for attending special events and meetings that may benefit EPAL.
a written progress report at each regular EPAL Board meeting and an annual
report at the end of the fiscal
There will be an evaluation of the Executive Director in June of each contract year. At the discretion of the EPAL Board the contract for the Executive Director may be renewed based on a satisfactory performance.
ARTICLE VI – ORGANIZATIONAL STRUCTURE
1. EPAL Board
shall elect biannually at the May meeting a President, a
Vice-President/President-Elect, and a
Secretary. The outgoing President shall assume the duties of Immediate Past President.
2. The EPAL Board may create additional officer positions, define the authority and duties of each such position, and elect and appoint persons to fill the positions.
3. The offices may not be held concurrently and the term shall be for two (2) consecutive years.
4. Nominations for all positions shall be made by the EPAL Board in April with elections in May. All terms will begin in June of the same year.
B. Immediate Past President
1. At the end
of his or her term the outgoing President shall become the Immediate Past
President and shall maintain
a familiarity with all matters assigned by the President, these By-laws or the EPAL Board and shall present his or
her views and advice as requested.
2. Once the
President has called for an election, the Immediate Past President shall conduct
the election and shall
designate tellers for the purpose of counting written ballots.
1. The President may not serve more than two consecutive terms unless approved by the EPAL Board.
2. If a vacancy occurs in the office of President, the office will devolve to the Vice-President/President-Elect.
3. The President shall preside at all EPAL Board Meetings. The President shall have general and active management of the EPAL Board and of the affairs of EPAL and shall see that all orders and resolutions of the EPAL Board and of the membership are carried into effect. The President is responsible for calling regular and special meetings of the EPAL Board for the transaction of business in accordance with the Articles of Incorporation and these By-laws. The President may appoint ad hoc committees from time to time for the purpose of recommending action to the EPAL Board and of implementing any policies, plans and programs of the EPAL Board previously approved. The President shall call for elections and then turn the election process over to the Immediate Past President who shall conduct the elections as described in Section B of this Article.
4. The President shall be an ex-officio member of each project committee and of all interest groups.
Vice-President/President-Elect shall perform all duties of the President in the
absence or incapacity, or
refusal to act, of the President, and when so acting shall have all of the powers and be subject to all of the
restrictions of the office of the President.
2. The Vice-President/President-Elect may not serve more than two consecutive terms unless approved by the EPAL Board.
3. A vacancy in this position shall be filled by a special election at the next official EPAL Board meeting.
1. The Secretary may not serve more than two consecutive terms unless authorized to do so by the EPAL Board.
2. The Secretary shall record all votes and the minutes of the proceedings of all EPAL Board meetings, and be responsible for providing copies of minutes after approval by the EPAL Board. The Secretary shall determine the presence of a quorum at EPAL Board meetings.
3. A vacancy in this position shall be filled by special election at the next official EPAL Board meeting.
ARTICLE VII – MEETINGS
1. Official meetings are those regularly scheduled meetings for which advance written notice is provided to all EPAL Members, Associate Members and Partners.
2. Official meetings shall be held on a regular basis, at least quarterly.
3. Special meetings may be called by the President or any Member of the EPAL Board. Notice of any special meeting must state the purpose or purposes for which the meeting is called. Written notice shall be sent to each Member, Associate Member and Partner by or at the direction of the President no more than thirty (30) nor less than fourteen (14) days in advance of the meeting. Business to be transacted in any special meeting will be limited to that which is specified in the notice.
4. Official EPAL business may be conducted at official and special meetings or, when allowed by Texas law, by e-mail or other methods of documented communications when time is of the essence.
A simple majority of EPAL Members shall constitute a quorum for the transaction of business at all meetings of the EPAL Board. The act of the simple majority of the Members at any meeting in which a quorum is present shall be the act of the EPAL Board, except as may be otherwise specifically provided by statute or these By-laws. When allowed by Texas law, votes may be taken via e-mail or other forms of documented communications when time is of the essence.
EPAL adopts Robert’s Rules of Order except wherein those rules conflict with these By-laws, as originally written or subsequently amended in the manner prescribed herein.
ARTICLE VIII – FISCAL YEAR
determined by the EPAL Board, the fiscal year for EPAL shall be from September 1
of one calendar
year to August 31 of the following calendar year.
ARTICLE IX – AMENDMENTS
These By-laws may be modified or amended at any official EPAL meeting if
notification of proposed changes is mailed
or, when allowed by Texas law, e-mailed to the membership at least three weeks before the meeting date, and if
approved by a simple majority of the voting EPAL Members.
ARTICLE X – DISSOLUTION
A. Criteria for Continuation of Organization
EPAL will continue in existence as long as at least three Members recognize the need for EPAL and agree to keep it in operation under these By-laws as they are adopted or amended.
B. Criteria for Dissolution
EPAL will be dissolved in the event that there are no longer at least three Members that agree to keep EPAL in operation as described in Article IX, Section A, of these By-laws. In this event all debits and other obligations will be met and to the extent allowed by Texas law, the remaining assets shall transfer back to Member institutions and organizations. Otherwise, the EPAL Board shall execute the transfer of remaining assets to one or more suitable non-profit institutions (i.e., those with an IRS 501(c) (3) tax designation). In the event there are no longer at least three Members remaining on the EPAL Board, the Members that do remain and the EPAL officers of record shall perform this function.
The EPAL Board (or in the event there are no longer at least three Members remaining on the EPAL Board, the Members that do remain and the EPAL officers of record) shall employ suitable legal counsel to facilitate dissolution in accordance with the laws of the State of Texas. State Law and local ordinance shall supersede these By-laws wherein a conflict exists. Legal Counsel will be charged with filing with the Attorney General of the State of Texas and with the Commissioner of the Internal Revenue Service all papers, reports and forms required for dissolution.
Adopted by the EPAL Board: April 12, 2006
Mary Duffy, EPAL Secretary