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About COSLA About COSLA



BY-LAWS:

1.1 The principal office of COSLA, Inc. shall be located at 760 Riverside North, Baton Rouge, Louisiana.

1.2 The corporation may have such offices at such other places as the board of directors (hereinafter sometimes referred to as the "board") may from time to time determine or the business of the corporation may require.


SECTION 2. OFFICERS
2.1 The officers of this corporation shall be a president, a vice president-president elect, a secretary and a treasurer.

2.2 The officers shall be elected biennially by the membership at the annual meeting.

2.3 The duties of the several officers shall be as follows:
  • President: The president shall be the chief executive officer of the corporation. The president shall preside at all meetings of the directors and members. The president shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board are carried into effect. The president shall, subject to the approval of the board of directors, appoint the chairmen and members of all standing committees, and shall be an ex-officio member of such committees. The president shall have the general powers and duties of supervision and management usually vested in the office of president.
  • Vice President-President Elect: The vice president-president elect shall perform all the duties of the president in the absence of the president, or upon delegation by the president. The vice president-president elect shall become president immediately should the office of president become vacant.
  • Secretary: The secretary shall give notice of all meetings of the corporation, of the board and of the standing committees. The secretary shall attend all meetings of the board and all meetings of the members and record all votes and the minutes of the proceedings. The secretary will ensure that official records are appropriately archived. The secretary shall keep in safe custody and seal which may be authorized by the board for the corporation and shall affix the same to any instrument requiring it, and when so affixed, shall attest the same by his signature. The secretary shall perform such other duties as may be prescribed by the board or by the president, under whose supervision he shall be.
  • Treasurer: The Treasurer is responsible for the budgetary records and fiscal welfare of the corporation and shall work with the corporation's administrative staff, if retained, to insure that such fiscal records are properly maintained and reported. The Treasurer shall have the authority to direct an independent audit annually, or at other times at the direction of the Board of Directors. The Treasurer shall report the results of the audit and any corrective action taken at the next meeting of the membership.
2.4 The term of the officers shall be for two (2) years or until their successors are elected or appointed. If the office of any officer, other than that of the president becomes vacant for any reason, the vacancy shall be filled for the unexpired portion of the term by the vote of a majority of the board.

2.5 In the absence of any officer of the corporation, other than the president, the board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer, or to any director, provided a majority of the board concurs therein.


SECTION 3. DIRECTORS
3.1 The governing body of the corporation shall consist of a board of directors comprised of the president, the vice president-president elect, the secretary, the treasurer, two (2) members-at-large, and the immediate past president. The board of directors shall be the official representative of the corporation, and shall have and exercise such powers as may be given to it by the articles of incorporation, the bylaws, and any official action taken by the membership, in addition to those powers given to members of the board by law.

3.2 Regular meetings of the board shall be held at such time and place as the directors shall determine. Special meeting of the board may be called by the president on three (3) days notice to each director, either personally, by mail, by telephone, or by other electronic means.

3.3 A majority of the members of the board shall constitute a quorum.

3.4 The corporation shall indemnify and hold harmless each director and officer now or hereafter serving the corporation from and against any and all claims and liabilities to which he may be or become subject by reason of his now or hereafter being or having heretofore been a director or officer of the corporation and/or by reason of his alleged acts or omissions as such director, and shall reimburse each such director or officer for all legal and other expenses reasonably incurred by him in connection with defending any or all such claims or liabilities, including amounts paid or agreed to be paid in connection with reasonable settlements made before final adjudication with the approval of the Board, whether or not he continues to be such officer or director at the time such expenses are incurred; provided, however, that no director or officer shall be indemnified against any claim or liability arising out of his own willful misconduct, nor shall be indemnified against or reimbursed for any expenses incurred in defending any or all such claims or liability or in settling the same unless in the judgment of the board, the director or officer against whom such claim or liability is asserted has not been guilty of willful misconduct. The foregoing right of indemnification shall not be exclusive of other rights to which any director or officer may be entitled as a matter of law.

3.5 No member shall be liable for the obligations of the corporation except to the extent of any unpaid balances due by the member to the corporation.


SECTION 4. COMPENSATION OF OFFICERS AND DIRECTORS
4.1 Officers and directors shall not receive any compensation for their services as such, but may be reimbursed for actual expenses reasonably incurred on behalf of the corporation, subject to said expenses being substantiated by the usual receipts.


SECTION 5. MEMBERSHIP MEETINGS
5.1 The members of the corporation shall meet at least three times annually, the time and place of meetings to be determined by the president and the board of directors, reasonable notice of same to be given to all members at the prior Annual Meeting.

5.2 The annual meeting of the corporation shall be in the fall.

5.3 Special meetings of the membership may be called by the president, subject to the approval of the board of directors, at any time upon reasonable notice. A special meeting shall be called when any six (6) members make a written request thereof to the president. The president shall specify the time, place and purpose of such special meeting and at least five (5) days prior written notice shall be given of any such special meeting.

5.4 A quorum shall consist of twenty-six (26) members.

5.5 By majority vote of those present and voting, a mail ballot may be ordered on any issue or item of business.


SECTION 6. ELECTIONS
6.1 Elections of officers and members-at-large of the board of directors shall occur at the annual meeting every second year. Their terms of office shall be for two (2) years.

6.2 At least nine (9) months before the annual meeting, the president, in consultation with the board, shall appoint a nominating committee of three (3) members. Thirty (30) days before the annual meeting at which elections are to be held, the nominating committee shall nominate one or more persons for each office and for the members-at-large. At the meeting, and prior to the election of officers, nominations may be made from the floor. Upon the close of nominations by motions from the floor, the election of officers and members-at-large shall proceed and those persons receiving the majority of votes cast for each office and for each member-at-large shall be elected. The term of each newly elected member of the board of directors shall begin at the close of the annual meeting in which he was elected. No member shall be eligible to serve in the same office more than two consecutive terms.

6.3 The Board shall have the authority to call Special Elections at such times it deems necessary, as in the case of unanticipated Board vacancies, in order to maintain the orderly conduct of the Corporation's business, and in accordance with other provisions of these Bylaws.


SECTION 7. COMMITTEES
7.1 The Vice President-President Elect shall, subject to the approval of the board of directors, appoint all members to standing committees and designate their chairs by no later than the last meeting before the annual meeting where the Vice President-President Elect assumes the presidency. Normal terms of committee chairs will coincide with the two-year term of the President that appointed them.

7.2 The standing committees shall include, but not be limited to, the following:
  1. Continuing Education Committee
  2. Legislation Committee
  3. Network Committee
  4. Research and Statistics Committee
7.3 Standing committees may be added or deleted by official action of the membership by amending the bylaws at any regular or special meeting.

7.4 Upon authorization by a majority of the board, the president may appoint special committees to accomplish specific tasks for a fixed term. Such committees may include nonmembers of COSLA, Inc.


SECTION 8. FINANCING
8.1 The board of directors may solicit, accept or reject any offers or contracts for funding of activities of the corporation and shall, through the treasurer, exercise supervision over all financial affairs, income and expenditures. The treasurer shall cause all dues and other receipts to be deposited in a fund from which disbursements may be made by the treasurer.


SECTION 9. LIAISON WITH OTHER ORGANIZATIONS
9.1 The corporation shall encourage dialogue with other organizations on topics of mutual interest. Liaison relationships include dissemination of resolutions and documents to organizations which the corporation determines may be interested. Liaison relationships do not necessarily include automatic attendance at meetings. Formal liaison relationships may be established by the majority vote of members or by the board. Formal liaison relationships with other organizations may be established by standing committees upon majority vote of the board.

9.2 The Vice-President and the President Elect shall, subject to the approval of the board of directors, appoint all liaisons. Normal terms of liaisons will coincide with the two year term of the President that appointed them.

9.3 Liaisons may include, but not be limited to, the following:
  1. Liaison with the American Library Association and other national library related organizations;
  2. Liaison with the Institute of Museum and Library Services
  3. Liaison with the Library of Congress;
  4. Liaison with the National Commission on Libraries and Information Science; and
  5. Liaison with the National Library Service for the Blind and Physically Handicapped

SECTION 10. AMENDMENTS
10.1 These Bylaws may be amended at any regular or special meeting of the members, upon an affirmative vote of two-thirds (2/3) of the members present and voting, provided written notice of the proposed amendment be included in the notice of the meeting.


SECTION 11. MEMBERSHIP CERTIFICATES
11.1 The board of directors is authorized to design and to have printed for distribution to the members a certificate signifying membership in the corporation. The board may also adopt a corporate seal, but the failure to adopt a corporate seal, or the failure to affix the same to any document, shall not affect the validity of the document.


SECTION 12. STAFF, CONSULTANTS, AND CONTRACTORS
12.1 The Board of Directors may recommend to the membership the retaining of an individual or agency for administrative and managerial support services. The support staff may include such professional, technical, clerical, and service personnel, as the membership deems necessary. The corporation may employ the services of professional consultants or independent contractors in the same manner.


CERTIFICATE
I certify that the forgoing bylaws were unanimously adopted by the board of directors of the corporation on this the 17th day of November, 1986.


Amended January 10, 1988

Amended April 9, 1995

Amended May 2, 2004

Amended May 2, 2005