Bylaws

Article I: NAME
The name of this organization shall be the Southwest Florida Library Network, Inc. (hereinafter referred to as “SWFLN”).

Article II: PURPOSE
The purpose of SWFLN shall be:
A. To enhance and promote library and informational services in Southwest Florida. Service may be extended, by action of the Executive Committee, to non-members for what the Executive Committee deems good reason.
B. To keep members informed of current trends in libraries.
C. To cooperate with local, regional and national organizations interested in the promotion of libraries and information service.
D. To promote professional interaction and growth among library and informational personnel in this organization’s service area.
E. To encourage interlibrary cooperation, including materials, facilities, and local expertise.

Article III: MEMBERSHIP
A. Full membership shall be open to all institutions engaged in library and information service and is effective upon payment of annual dues.
B. A personal affiliation is available to all individuals currently or previously engaged in library and information service and is effective upon payment of annual dues.
C. The Board of Directors may establish and define other categories of membership required to meet the needs of the libraries of the SWFLN service area.
D. The Board of Directors shall determine the criteria, rights, and responsibilities of each category of membership.
E. No member of the Board of Directors or the Executive Committee shall be personally liable for any of SWFLN’s debts, liabilities, or obligations.

Article IV: DUES
A. SWFLN’s dues shall be levied in accordance with a schedule approved by the Board of Directors and ratified by a majority vote of the Institutional Members.
B. The Executive Committee may establish or change SWFLN fees on an interim basis until ratified by a majority vote of the Board of Directors.
C. SWFLN may provide special services on a fee-for-service basis.
D. Annual dues shall be payable by October 31 for the fiscal year October 1 – September 30. New members may join at any time upon payment of dues.

Article V: VOTING
A. Voting privileges shall be established for each category of membership by a majority vote of the Board of Directors.
B. Each member institution shall have one vote to be cast by the institution’s official representative (named on the membership application) or by a substitute designated in writing by the official representative.
C. Each personal affiliate shall have one vote to be cast by the personal affiliate or by a substitute designated in writing by the personal affiliate.
D. Votes shall be cast in person, by writing, or electronically.
E. Elections shall be held each November.

Article VI: GOVERNANCE
A. The Board of Directors
1. The affairs of SWFLN shall be governed by a nine member Board of Directors consisting of the four (4) Officers and five (5) Directors in compliance with the host entity’s policies and procedures.
2. The Board shall include one (1) personal affiliate elected by the personal affiliates and eight (8) persons elected by the official representatives of the Institutional members.
3. Board members shall serve for a term of two years. The terms shall be staggered. Terms of office shall begin and end with the calendar year.
4. Individuals elected to membership on the Board of Directors may serve up to three consecutive terms. After serving three consecutive terms eligibility to serve again is established after one term off the Board.
5. In case of vacancy of any Director’s position, the vacancy shall be filled by appointment by the President and shall be for the remainder of that term of office.
6. The official representative will be designated on the membership form submitted with the annual dues.
7. The Board will meet at least once each calendar quarter at the call of the President, or at the written request of five (5) members of the Board, with notice to all Board members at least fourteen (14) days before the meeting.
8. The immediate Past-President and the Executive Director will serve as ex-officio, non-voting advisors to the Board. The host entity may designate a representative to the Board who will serve as an ex-officio, non-voting member, to act as their official representative.
9. The Board will set policies, goals, and adopt plans and budgets. The Board will have the authority to hire, evaluate and dismiss the Executive Director in compliance with the host entity’s personnel policies.
B. The Officers
1. Three officers (Vice President; Secretary; Treasurer) shall be elected by the official representative of each institutional member library. An officer may be either an institutional member’s official representative or a personal affiliate, with dues paid for the fiscal year covering time of service. The previous term’s Vice-President will serve as President.
2. The President shall preside at meetings of the Board of Directors and of the Executive Committee and at general meetings and will appoint chairs of committees as needed.
3. The Vice-President/President-Elect will work with the Executive Director to ensure that the programs offered reflect the needs and interests of the membership and will preside in the absence or incapacity of the President. If the office of the President becomes vacant, the Vice-President will fill the unexpired term.
4. The Secretary will determine the presence of a quorum, record all votes, take minutes of all Board and membership meetings, and ensure that the Executive Director maintains accurate corporate records and membership rolls.
5. The Treasurer will arrange for the custody of funds and management of SWFLN’s financial affairs, including adequate control procedures and financial statements and reports. The Treasurer will obtain an independent annual audit of SWFLN funds by a certified public accountant.
C. The Executive Committee
1. The Officers of SWFLN constitute the “Executive Committee”.
2. The Executive Committee shall have the authority of the Board to act on a specific matter when such action is required between meetings of the Board and a timely decision is necessary.
3. The operations of SWFLN will be managed by the Executive Director and reviewed by the Executive Committee.
D. Other Committees
1. The Board will establish whatever committees are deemed necessary for the operation and development of SWFLN. There are no standing committees other than the Executive Committee.
2. Suggested committees may include, but are not limited to: Finance and Grants, Continuing Education, Resource Sharing, Bylaws, Audit, Program, Membership, Nominating, and Personnel.
3. The Vice-President shall appoint committee chairs. The chairs shall appoint committee members with the approval of the President and Executive Director. Membership of committees is limited to members of the Board, the staffs of the institutional members, or personal affiliates.
4. Committee chairs report to the Board of Directors as requested.
E. CompensationMembers of the Board of Directors and of the Executive Committee, with the exception of the Executive Director, shall serve without compensation, but may be reimbursed for necessary travel and subsistence costs associated with SWFLN business.

Article VII: MEETINGS
1. At all meetings of the organization, a quorum shall be the majority of the qualified voters present, except when the issue is amendment of the Bylaws.
2. An annual meeting of members for the transaction of business shall be held in the first quarter for the fiscal year (October – December) at such time and place determined by the Board. The call to meeting will be sent by the President at least thirty (30) days in advance of the meeting.

Article VIII: AMENDMENT OF THE BYLAWS
The Bylaws may be adopted, amended or rescinded by a two-thirds majority vote of the full members plus the personal affiliate representative, provided that written notification of the proposed change(s) shall have been distributed to the entire membership at least 30 days prior to the date of the voting.

Article IX: PARLIAMENTARY AUTHORITY
For procedures not covered by the bylaws of this organization, Robert’s Rules of Order, latest edition, shall be the authority used. The Parliamentarian designated by the presiding officer shall interpret Robert’s Rules of Order, latest edition, whenever necessary. Appeal of the Parliamentarian’s decisions can be made on a two-thirds majority vote of the Board of Directors.

Adopted June 18, 1992
Revised January 29, 1994
Revised July 29, 1995
Revised July 26, 1997
Revised October 7, 1999
Revised November 8, 2002
Revised May 1, 2004
Revised November 4, 2005
Revised November 17, 2006
Revised August 26, 2009
Revised October 7, 2011