Section I - Composition

1. NALA is composed of the following founding members: Austin Peay State University, Belmont University, Fisk University, Lipscomb University, Meharry Medical College, Metropolitan Nashville/Davidson County Public Schools, Middle Tennessee State University, Public Library of Nashville and Davidson County, Tennessee State Library and Archives, Tennessee State University, Trevecca Nazarene University, Vanderbilt University, and Volunteer State Community College. Other not-for-profit libraries located within a 50 mile radius of Nashville, Tennessee and interested in furthering the goals of NALA, will be eligible for membership, based upon criteria to be developed. Eligibility for membership (original and continuing) will be decided upon by the Governing Board, based on criteria to be developed by the Membership Committee.
2. The initial Governing Board will consist of one representative from each member library. In addition, there will be two at-large members, one representing a member institution's administration and one representing the area's user population. Additional members may be added by the Alliance. Future Boards will continue to reflect the membership of the Alliance. The following library types are currently represented in the Alliance: public library, state library, public college/university library, private college/university library, public school library.

Section II - Rights, Privileges, and Exclusions

1. Members are expected to further the goals of the organization and to contribute to the activities and deliberations of NALA.
2. Each member may participate in Alliance discussions and may cast one vote on issues that come before the membership. There is one voting representative per institutional member.
3. Attendance at Board meetings is not transferable and voting proxy can only be provided to another voting member of the Board on a temporary basis. If the Board Member is not able to participate regularly, the Board should be so notified in order to select a replacement for the remainder of the Board Member's term.
4. A quorum is necessary for conducting business. A quorum will be one more than one-half the number of total Board members.

Section III - Selection of Members

1. Each participating library in the Alliance will designate a representative to serve as a Board Member. When a current Board Member becomes ineligible to serve, his/her term will be completed by a replacement chosen by the participating library.
2. Additional members of the Board may be added by the Alliance.

Article V - Officers

Section I - Officers

A. The officers of the Governing Board will be the Chair, Chair-Elect, Past Chair, Secretary, and Treasurer.

Section II - Terms of Office

A. The Chair-Elect shall be chosen at the first Board meeting immediately following July 1, from the current Board membership. S/he will serve the first year as Chair-Elect, the second year as Chair, and the third year as Past Chair.

Section III - Vacancies

A. Should the Chair need to resign, the Chair-Elect shall immediately become Chair and shall serve out the unexpired term of the Chair plus the term the Chair-Elect was initially elected to serve.

B. The Chair-Elect vacancy caused by Section III A will not be filled.

C. Vacancy of the Chair-Elect caused by his or her departure from the Board will be filled at the next Board meeting.

D. A vacancy of the Past Chair will not be filled until the beginning of the new term of office.

Article VI - Meetings

The Board will meet at least two times per year. The Chair will set the meeting dates and agenda for Board meetings, and may call additional meetings as required. Any member may submit agenda items. The Executive Committee will meet as often as is necessary to carry out the work of the Alliance.

Article VII - Voting

Motions, resolutions, and other business shall be conducted by voice, written vote, or consensus as deemed appropriate by the Board Chair. Votes at Board meetings require a simple majority in order to pass. Each NALA institution will have one voting Board member. Voting proxy for Board meetings can only be transferred to another voting member of the Board on a temporary basis.

Article VIII - Committees

The business of the Board may be conducted by the membership as a whole or by committees, groups, or task forces as the situation warrants. Such groups will be appointed by the Board Chair as deemed appropriate.

The Executive Committee of the Governing Board will consist of the current Chair, Vice-Chair/Chair-Elect, Past Chair, Secretary, and Treasurer. This Committee is responsible for reviewing budget proposals and expenditures, and monitoring overall operations as deemed appropriate by the Chair.

The Membership Committee will determine the criteria for expanding the membership from the initial group of founding members and will review eligibility for membership.

Article IX - Budgets

NALA budgets are administered through a designated chief administrative contractor. This contractor is approved by the Governing Board on an annual basis.

The Governing Board shall approve major policies related to capital budgets, operating budgets, and staff management. Policies will include the necessary provisions to effectively present, approve, update, review, and modify its plans and activities in these areas on an annual basis. These policies will be approved and modified by a majority of the Board

Article X - Contracts

No contracts or agreement in the name of NALA shall be made by any of its officers, agents, or employees unless the same shall have been first authorized by the Governing Board separately or within the approved guidelines of the capital budgets, operating budgets, or staff management policies noted above.

Article XI - Amendments

The by-laws may be amended by a majority vote of the membership.

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