BYLAWS OF LAW LIBRARIANS OF NEW ENGLAND, INC. (1)
ARTICLE I. NAME AND PURPOSE; FISCAL YEAR.
ARTICLE V. NOMINATIONS AND ELECTIONS.
ARTICLE VI. OFFICERS AND BOARD OF DIRECTORS.
ARTICLE IX. PROTECTION OF TAX-EXEMPT STATUS.
ARTICLE XI. PERSONAL LIABILITY.
ARTICLE I. NAME AND PURPOSE; FISCAL YEAR
Section 1. Name
The name of this Association shall be “LAW LIBRARIANS OF NEW ENGLAND”, a chapter of the American Association of Law Libraries.
Section 2. Purpose
The Association is organized for the purpose of promoting the profession of law librarianship, and more particularly, to enhance the roles of law library professionals, and to provide for their further professional education. The Association fosters a continuing relationship between law library professionals and legal entities in New England, a spirit of cooperation among the members of the profession, and efforts to build a more equitable, diverse, and inclusive profession.
Section 3. Fiscal Year
The fiscal year of the Association shall end on June 30 in each year or may end on such other date as the Board of Directors may determine.
ARTICLE II. MEMBERSHIP
Section 1. Classification of Membership
Membership in the Association shall consist of active members, associate members, student members, and life members. Eligibility for the privileges of each class shall be stated herein and shall not be transferred or assigned.
(a) Active member status shall be granted to a person who resides or works in New England and is interested in law librarianship. An active member shall have the right to vote and to hold office or any appointed position.
(b) Associate member status shall be granted to any person who is not eligible for active member status but who is interested in librarianship. An associate member shall not have the right to vote or to hold any elective office or appointed position.
(c) Student member status shall be granted to a person who resides or works in New England and is enrolled in a degree program. Student member status shall also be granted to a person who resides outside of New England but who is enrolled in a New England degree program. A student member shall have the right to vote and to hold any appointed position in the Association but may not hold any elective office.
(d) Life member status may be granted to any member who has retired from full-time law library employment and who was an active member of LLNE for at least (10) years. This status may be granted upon the recommendation of the Association Leadership, as defined in Art. VII, sec. 1, and a vote of the membership at a regular business meeting. Life members shall have the right to vote, to serve on committees and to receive member communications.
(e) Active, associate, and student membership shall be granted upon payment of the annual dues. All membership shall be subject to any limitations as may be imposed from time to time by the Bylaws of the Law Librarians of New England.
Section 2. Dues
Dues shall be set by the Board of Directors and ratified by a majority vote of voting members.
Section 3. Membership Year
The membership year of the Association shall be from July 1st to June 30th.
Section 4. Suspension of Membership
Members failing to pay dues after the expiration of three months from the first day of the membership year shall be suspended from membership by the Treasurer. A suspended member shall not have the right to vote during the suspension period. Suspended members may be reinstated at any time upon payment of the full current year’s dues.
Section 5. No Discrimination
Membership in the Law Librarians of New England, or participation in any of its activities, shall not be denied or abridged to any individual on account of race, color, religion, gender, age, national origin, disability, sexual orientation, or gender identity.
ARTICLE III. MEETINGS
Section 1. Annual Meeting
There shall be an annual meeting of the Association each year. The annual meeting shall be the last regular meeting of the Association’s fiscal year. Meetings shall be open to all members of the Association, but no person may vote in any meeting who is not eligible to vote under Article II, sec. 1 or is not a member in good standing. Other meetings shall be held as the Board of Directors shall direct.
Section 2. Special Meetings
Special meetings of the Association may be called by the president upon receipt of a written or electronic petition requesting such a meeting, endorsed by at least five (5) members in good standing of the Association.
Section 3. Quorum
Twenty (20) members qualified to vote shall constitute a quorum.
Section 4. Parliamentary Authority
To the extent necessary, The American Institute of Parliamentarians Standard Code of Parliamentary Procedure shall be used to resolve disputes arising during Association meetings.
ARTICLE IV. VOTING
The affairs of the Association, including elections, shall be conducted by a majority of those voting, unless otherwise provided in the Bylaws.
ARTICLE V. NOMINATIONS AND ELECTIONS
Section 1. Nominating Committee
There shall be a three (3) member nominating committee appointed by the president, none of whom shall be a candidate for office at the succeeding election. The president shall consult with the Equity Director in making the appointments, with the goal of ensuring that the nominating committee fairly represents the diversity as well as geographical and institutional distribution of the Association membership. Each member of the committee shall serve for a term of at least one year. The President shall appoint the committee members and designate a chair. The committee shall include one member who has previously served as an officer of the Association, and the chair shall have previously served on the committee. If a prior officer of the Association is not available to serve on the committee or a previous committee member is not available to chair, the Association Leadership, as defined in Art. VII, sec. 1, will designate members to fill these roles.
Section 2. Nominations
The nominating committee shall publicly seek nominations, including self-nominations, of candidates for each office. Names of candidates, together with their written or electronic acceptances, shall be presented by the nominating committee to the President at least 60 days in advance of the scheduled election for announcement to the members.
Section 3. Distribution of Ballots
The secretary shall distribute a copy of the ballot to each member of the Association. Voted ballots shall be returned to the Secretary by a specified deadline. The Secretary shall tabulate the votes and announce the results of the election to the Association. All candidates shall be notified of the results of the election at the earliest possible time, prior to the announcement by the Secretary.
Section 4. Tie Vote
In case of a tie vote, a run-off election shall be held by distribution of a special ballot.
ARTICLE VI. OFFICERS AND BOARD OF DIRECTORS
Section 1. Officers
The officers of the Association are a President, Vice-President/President-Elect, Secretary, Treasurer, immediate Past President, two Education Directors, and the Equity Director. All officers of the Association must be members in good standing of the Association and the President and Vice-President/President-Elect must also be members in good standing of the American Association of Law Libraries. No officer shall hold more than one office simultaneously.
Section 2. Board of Directors
The officers of the Association shall constitute the Board of Directors.
Section 3. Powers and Duties
The officers shall be responsible for planning and directing Association activities. The duties of the officers shall be those ordinarily assigned to said officers in similar Associations, or as assigned by the President. The officers may consult with the Association Leadership, as defined in Art. VII, sec. 1, in carrying out their responsibilities for planning and directing activities.
Section 4. Terms
The term of office shall be for one year commencing July 1st every year, except as otherwise provided.
(a) President. At the conclusion of their term, the Vice-President/President-Elect shall become President of the Association and shall serve for a term of one year, except as otherwise provided.
(b) Vice-President/President-Elect. The Vice-President/President-Elect shall serve for a term of one year, except as otherwise provided.
(c) Immediate Past President. At the conclusion of their term, the President shall become the Immediate Past President and shall serve a term of one year, except as otherwise provided.
(d) Secretary. The Secretary shall be elected in even numbered years and serve for a term of two years, except as otherwise provided.
(e) Treasurer. The Treasurer shall be elected in odd numbered years and serve for a term of two years, except as otherwise provided.
(f) Education Directors. Two Education Directors of the Association shall serve a term of two years, except as otherwise provided. One Education Director is to be elected in even numbered years and one Education Director is to be elected in odd numbered years.
(g) Equity Director. The Equity Director shall be elected in even numbered years and serve a term of two years.
Section 5. Vacancies
(a) In the event that a successor has not been duly elected or qualified at the end of any term of office, the incumbent shall continue to serve until duly succeeded.
(b) In the event that the office of President becomes vacant, the Vice-President/President-Elect shall succeed to that position, and shall hold the office of President through the unfinished term of the departing President and the succeeding term. If the Vice-President/President-Elect is unable to do so, or if any other office becomes vacant, the officers shall publicly seek qualified candidates for the position within thirty (30) days, after which the position will be filled by appointment by a majority vote of the Board of Directors.
ARTICLE VII. LEADERSHIP
Section 1. Composition
The officers and committee chairs shall constitute the Association Leadership.
Section 2. Leadership Meetings
The Association Leadership shall hold one or more meetings each year at a time and place agreed upon by the Association Leadership. Emergency meetings of the Association Leadership may be called by the president or by a majority of the officers then in office by delivering notice in writing, of the date, time, place, and purpose of such meeting, to all members of the Association Leadership at least three (3) days in advance of such meeting.
Section 3. Quorum and Voting
A majority of the officers and committee chairs then appointed shall constitute a quorum for the transaction of business at any meeting of the Association Leadership. At any meeting at which a quorum is present, a majority of those members present shall decide any matter, unless a different vote is specified by law, the Articles of Organization, or these Bylaws.
ARTICLE VIII. COMMITTEES
Section 1. Creation
There shall be such committees and Association representatives to other organizations as determined by a majority of the Association Leadership. Substantial committee restructuring shall be determined by a majority vote of the members.
Section 2. Appointments
The President shall make all appointments and reappointments of committee chairpersons, committee members, and Association representatives.
Section 3. Reports
Each committee chairperson and Association representative shall submit a written report to the Association’s Secretary before the Annual Meeting.
Section 4. Removal
The President, with cause and the approval of a majority of the Association Leadership, may terminate the appointment of any committee chairperson, committee member, or Association representative.
Section 5. Term of Appointment
Unless otherwise specified by the President, all committees and Association representative appointments are for a term of one year.
ARTICLE IX. PROTECTION OF TAX-EXEMPT STATUS
Section 1. Activities Restricted
No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, the Association Leadership, or other private persons, except that the Association shall be authorized and empowered to make reasonable compensation for services rendered and to make payments and distributions in furtherance of the Association’s purposes, including distributions to either such organizations under Section 501 (c)(6) of the United States Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law).
No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in, including the publishing or distribution of statements, any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of the Association’s Bylaws, the Association shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law).
Section 2. Dissolution
Except as otherwise required by law, upon any dissolution, voluntary or involuntary, revocation of its chapter, insolvency or bankruptcy, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purpose of the Association in such manner, to one or more institutions or organizations, created and organized for nonprofit purposes similar to those of the association, as a majority of the Board of Directors may by vote designate and in such proportions and in such manner as may be determined in such vote.
ARTICLE X. AMENDMENTS
Section 1. Procedure
Amendments to the Bylaws may be proposed by the Association Leadership or by a petition signed by five (5) members of the Association. Proposed amendments shall pass when approved by a vote of two-thirds (2/3) of the members voting, provided that all members have been notified of such proposed amendments at least thirty (30) days prior to the vote.
Section 2. Effective Date
Such amendments shall become effective upon approval by the American Association of Law Libraries.
ARTICLE XI. PERSONAL LIABILITY
The Board of Directors of the Association shall not be personally liable for any debt, liability, or obligation of the Association. All persons, corporations or other entities extending credit to, contracting with, or having any claim against the Association, may look only to the funds and property of the Association for the payment of any such contract or claim, or for the payment of any debt, damages, judgment, or decree, or of any money that may otherwise become due and payable to them from the Association.
ARTICLE XII. INDEMNIFICATION
Each person at any time a director, officer, employee or agent of the Association and any person who serves at its request as a director, officer, employee or other agent of another organization, or who serves at its request in any capacity with respect to any employee benefit plan, including each former director, officer, employee or agent who was such before, on or after the date of the adoption of this Bylaw shall, to the extent permitted by law and without prejudice to any other rights he might have, be entitled to be reimbursed by the Association for, and indemnified by the Association against, all judgments, fines, penalties, costs and expenses reasonably incurred by him in connection with or arising out of any claims made, or any action, suit or proceeding threatened or brought against him or in which he may be involved as a party or otherwise by reason of any action alleged to have been taken or omitted by him as a director, officer, employee or agent, or in any capacity with respect to any employee benefit plan, whether or not he continues to be a director, officer, employee or agent, or to serve in any capacity with respect to any employee benefit plan, at the time of incurring such costs and expenses, including amounts paid or incurred by him in connection with reasonable settlements (other than amounts paid to the Association itself) of any claim, action, suit or proceeding. Any rights to reimbursement and indemnification granted under this section to any such director, officer, employee, or agent shall extend to his heirs, executors and administrators. No such reimbursement or indemnification shall be provided for any person with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Association, or to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. Reimbursement or indemnification hereunder shall include payments by the Association of costs and expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification hereunder, which undertaking shall be accepted without reference to the financial ability of such person to make repayment. Nothing herein contained is intended to, or shall, prevent a settlement by the Association prior to final adjudication of any claim, including claims for reimbursement or indemnification under this By-law, against the Association when such settlement appears to be in the interest of the Association. Each such person shall, by reason of his continuing such service or accepting such election or employment, have the right to be reimbursed and indemnified by the Association, as above set forth with the same force and effect as if the Association, to induce him to continue so to serve or to accept such election or employment, specifically agreed in writing to reimburse and indemnify him in accordance with the foregoing provisions of this section. Nothing herein contained is intended to, or shall, prevent the Association from entering indemnity agreements with other persons or purchasing insurance to cover any liabilities of any director, officer, employee, or agent. No director or officer of the Association shall be liable to anyone for making any determination as to the existence or absence of liability of the Association hereunder or for making or refusing to make any payment hereunder in reliance upon advice of counsel.
(1) The original LLNE Constitution was approved by the members on April 6, 1949. The original LLNE Bylaws were approved by the members at the annual meeting on October 30, 1982, with amendments approved on April 23, 1988 and March 28, 2003. The Bylaws of the Corporation were approved by the members on July 19, 2005, with amendments approved on July 21, 2015 and April 8, 2016. Substantial amendments to the Bylaws were approved on April 14, 2023. To view the version of the Bylaws prior to April 14, 2023, please visit Bylaws Before April 2023.