Midwest Archives Conference Bylaws

Duties and Powers / Terms of Office (Officers) / Terms of Office (Council) / Nominations, Elections, and Removals / Committees / Meetings / Parliamentary Authority

I. DUTIES AND POWERS OF OFFICERS AND COUNCIL MEMBERS

1. President. The president shall be the principal executive officer of the Conference and shall preside at all council, annual business, and membership meetings, including special meetings of the membership as deemed necessary, unless the president, in the absence of the vice-president, shall designate another person to preside. The president shall prepare the agenda and send written notices of meetings. The president shall in general supervise and control all business of the Conference, as prescribed by council, and shall conduct official correspondence, sign any documents as authorized, appoint or terminate special committees and task forces when authorized by council, serve as ex-officio member of all standing committees except the nominating committee, keep the officers and council fully apprised of matters concerning the Conference, and perform all duties usually associated with the office and as enumerated in the parliamentary authority and such other duties as prescribed by council from time to time, except when specified otherwise in these bylaws.

2. Vice-President. The vice-president shall act as the assistant to the president and shall, in the absence of the president, be the presiding officer at council and membership meetings. In the event of a vacancy in the office of president, the vice-president shall succeed to the office for the unexpired term. In the event of the temporary incapacity of the president to act, as determined by a two-thirds vote of council, the vice-president shall fill the office of president until the president is able to resume office. When the vice-president has succeeded to or is filling the office of president under this section, and is so acting, the vice-president shall have all the powers and be subject to all the restrictions upon the president. The vice-president shall act as liaison and advisor to the program and local arrangements committees, including oversight of planning and arrangements for semi-annual meetings; and act as liaison concerning Conference publications and with the public information officer and other committees. The vice-president shall perform such other duties as may be assigned by the president or council.

3. Secretary. The secretary is the recording officer of the Conference and custodian of those records not specifically assigned to other officers. The secretary shall prepare, read, correct, index, and maintain the official minutes of meetings of council and the membership, and summarize those minutes for publication in the newsletter. The secretary also shall keep the record books and committee reports of the Conference and maintain the official files. The secretary or council-approved designee shall manage the membership database, fill orders for publications, act as liaison with the membership committee, and prepare a written annual report to council and the membership concerning membership matters.

4. Treasurer. The treasurer or council-approved designee shall handle all Conference funds, receive new and renewal memberships, perform all bookkeeping and accounting work, prepare and monitor the annual budget, monitor Conference investments, prepare written and oral financial reports for the annual business meeting, prepare an annual written financial report to council, prepare annual income tax forms and other financial documents, and facilitate long-term financial planning. In the event of the temporary incapacity of the treasurer to act, the treasurer may be temporarily removed by a two-thirds vote of council and temporarily replaced by a member designated by council. In the event of misconduct on the part of the treasurer, the treasurer may be temporarily removed from office by a two-thirds vote of council and permanently removed by the voting membership at a special meeting called in accordance with the procedures set forth in Article VI, Section 2, for the purpose of removal.

5. Council. The council shall have the power to conduct the business of the Conference between annual business meetings and to delegate authority as is not otherwise set forth in these bylaws. The council shall be authorized to create an executive committee.

6. Procedures and duties of officers, council, and executive committee members, and guidelines for executive and standing committees shall be prepared and filed with the secretary and be available to any member upon request. Any substantive changes shall be published in the newsletter.

II. TERMS OF OFFICE OF OFFICERS

The officers of the Conference shall be elected by mail ballot of the voting membership for terms of two (2) years each; they shall take office immediately after the annual business meeting and shall serve until their successors take office. (The president and secretary shall be elected in odd-numbered years and the vice-president and treasurer in even-numbered years, except for the first election.) No member shall hold more than one office at a time, and no officer may serve more than one (1) full consecutive term except in the cases of the secretary and treasurer who may serve up to two (2) consecutive terms. In case of a vacancy in the presidency, the vice-president shall assume that office and hold it for the remainder of the unexpired term. In case of a vacancy in the position of vice-president, secretary or treasurer, the council shall appoint a replacement to serve until the next election.

III. TERMS OF OFFICE OF COUNCIL MEMBERS (EXCLUDING OFFICERS)

Council members shall be elected from the voting membership for staggered terms of three (3) years and shall take office immediately after the annual business meeting. The five (5) members of the council shall be ineligible to succeed themselves, except those appointed to fill unexpired terms.

IV. NOMINATION, ELECTION, AND REMOVAL OF OFFICERS AND COUNCIL MEMBERS

1. There shall be a nominating committee composed of three (3) voting members, two (2) of whom shall be elected by the voting membership by mail ballot, and the president shall appoint the third member who shall be the chairperson. This committee shall consult the membership for suggestions, shall nominate at least two (2) candidates for each office consistent with bylaws requirements, and shall promulgate its report to the membership by the first day of February immediately preceding the annual business meeting, in accordance with the nominating committee guidelines, and include nominations by petition in said report.

2. In addition to the candidates nominated by the nominating committee, a candidate may be nominated for office, consistent with the bylaws requirements, by a petition signed by forty (40) voting members and received by the nominating committee by the fifteenth day of November immediately preceding the annual business meeting.

3. Officers, council members, and two (2) nominating committee members shall be elected by the voting membership by mail ballot. The mail ballot shall accompany the nominating committee's report that is sent to all members. Council shall determine the date of the post mark deadline for receipt of mail ballots. The president shall appoint two (2) voting tellers who shall be responsible for tabulating the votes and reporting the results to the annual business meeting of the Conference.

4. The nominating committee's nominations shall take precedence over nominations by petition in regard to the provisions of bylaws article IV, section 2.

5. A candidate shall be considered elected when one of only two (2) candidates for an office shall receive a majority of the legal votes cast for the office and when one of more than two (2) candidates for an office shall receive a plurality of the legal votes cast for the office. All ties which affect the outcome of an election shall be resolved by a runoff election at the annual business meeting, where a candidate shall be considered elected when one of only two (2) candidates shall receive a majority of the legal votes cast or one of more than two (2) candidates shall receive a plurality of the legal votes cast.

6. Removal of Officers and Council Members. An officer of the Conference or a member of council may be permanently removed from office only by the voting membership at a special meeting called in accordance with the procedures set forth in Article VI, Section 2, for the purpose of removal. Written notice of the place, day, and hour of such special meetings shall be mailed to the membership at least forty-five (45) days in advance. The meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the officer or member of council. A quorum of voting members must be present and the vote to remove must constitute two-thirds of the voting members present and voting.

V. COMMITTEES

1. The standing committees of the Conference shall consist of a nominating committee, a program committee, a membership committee, an emeritus membership committee, a local arrangements committee, an archives committee, the president's award committee, and such others as the council deems necessary. The membership of standing committees and the lengths of term they serve shall be determined in accordance with the most up-to-date guidelines for those committees which have been approved by council and placed on file with the secretary. The president shall be an ex-officio member of all standing committees except the nominating committee.

2. Special committees or task forces shall be created when the need arises and in the same manner as the regular standing committees. Members of these committees and task forces shall serve until their business is completed or until such committees or task forces are dissolved by council.

3. Membership of standing committees, special committees, and task forces shall be published annually in the newsletter.

4. Members of each special committee or task force authorized by council shall be appointed by the president for a specified period of service, provided with a written charge, and given a date by which a final report must be submitted to council.

VI. MEETINGS

1. Annual Business Meeting. The annual business meeting of the Conference shall be held in the spring of each year for the purpose of installing officers and council members, and nominating committee members, and conducting such other business as may be brought before the meeting. Written notice of the day and hour of the annual business meeting shall be mailed to the membership at least forty-five (45) days before the date of the meeting.

2. Special Meetings. Special meetings of the Conference for any purpose or purposes, unless otherwise proscribed by statute, shall be called by the president, upon approval of the council, or at the written request of one-fourth (1/4) of the voting membership, or fifty (50) voting members, whichever is the smallest number. These meetings may be called for the purpose of conducting special business or may consist of special workshops focusing on specific subject(s), but agenda items and action taken shall be limited to transacting the specific special business for which the meeting or workshop was called. Written notice of the place, day, and hour of, and specific business to be transacted at such special meetings shall be mailed to the membership at least forty-five (45) days in advance.

3. Council Meetings. The council shall meet not less than once per year. Special meetings of the council may be called by the president or by any three members of council by filing a written request with the president. Each council member shall be notified by the secretary by mail at least three (3) business days in advance as to the time and place of such special meeting, and the purpose of the special meeting. The requirement of advance notice by mail shall not apply to action without a meeting as set forth in Article VI, Section 4. A majority of the members of council present and entitled to vote shall constitute a quorum at a council meeting.

4. Action Without a Meeting. Action required or permitted to be taken at a council meeting may be taken without a meeting if the action is taken by consent of a majority of the members of council and limited only to item(s) on the agenda for said meeting, as specified in advance. The action must be evidenced by a written consent describing each action taken, signed in the original by each voting council member, and included in the minutes kept by the secretary to reflect the action taken. Action taken under this section is effective when the last voting council member signs the original consent document, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document. The minutes shall also reflect that all council members were contacted, a statement of the absence or unavailability of any council who do not vote, and the vote tally. Written notice and full description of the action taken must be mailed to all council members (including those unavailable at the time of the initial vote) within one week of the action taken.

VII. PARLIAMENTARY AUTHORITY

The rules contained in the latest edition of Sturgis' Standard Code of Parliamentary Procedure shall govern the Conference in all cases to which they are applicable, and in which they are not inconsistent with the bylaws of this Conference.