BY-LAWS OF THE HOUSTON AREA RESEARCH LIBRARY CONSORTIUM

Article I - NAME

The name of this organization shall be the Houston Area Research Library Consortium. The authorized acronym form of this name shall be HARLiC.

Article II - MISSION

The mission of the Consortium is to meet the needs of the Houston area research community for library materials and library services. In pursuit of this mission the Consortium recognizes and accepts the following responsibilities to:

• facilitate and expand communication and networking among member institutions
• enhance the awareness and coordination of library services in the greater Houston area
• promote resource sharing among member libraries
• provide learning opportunities throughout the consortium for staff at all levels, building specific skills as well as demonstrating the shared value of lifelong learning
• continually identify and address strategic issues of common interest to the consortium
• accomplish this mission through methods that are consistently forward-thinking, openminded, and proactive

Article III - MEMBERSHIP

Section 1. Full Members.

Full members shall be the University of Houston Libraries, the Houston Public Library, Houston Academy of Medicine-Texas Medical Center Library, Prairie View A&M University, Rice University Library, Texas A&M University Library, Texas Southern University Library, University of Texas Medical Branch Library (Galveston), and the libraries of such other educational institutions concerned primarily with research as may be admitted by majority vote of the full membership and approved for membership by their boards or controlling bodies.

Section 2. Affiliate Members.

Affiliate membership may be awarded by majority vote of the total Board of Directors to the libraries of other academic and research institutions when it is judged that their affiliation will aid or support the Consortium in achieving its purposes. Affiliate members shall not be eligible to vote or to hold office in the Consortium, but their advice to the board and their service on Consortium committees shall be welcomed.

Section 3. Voting.

Each full member shall have one vote. This vote shall be cast by the library director or designated alternate.

Article IV - BOARD OF DIRECTORS

Section 1.

The Board of Directors shall be composed of the library directors of the full member libraries.

Section 2.

The Board of Directors shall determine the policies and operations of the Consortium.

Section 3.

Officers of the Board of Directors. The officers of the Board of Directors shall be the President, the Vice-President, and Secretary-Treasurer, all of whom shall be drawn from the members of the Board. Election of officers shall take place at the summer meeting of the Board and the term of office for each shall be two years.

Section 4.

Duties of the Officers.

The President shall have general supervision and authority over the business of the Consortium and of the Board and shall have such other powers and duties as are commonly incidental to the President of a Board or as may be prescribed by the Board.

The powers and duties of the President shall, in his/her absence, or inability to act, devolve upon the Vice-President, and, in his/her absence, the Secretary-Treasurer.

The Secretary-Treasurer shall keep, or cause to be kept, a faithful record of all meetings of the Board, with the understanding that the member library hosting a Board meeting shall be responsible for recording and drafting the minutes of the Board meeting. The President shall disseminate Board minutes to all committee chairs.

Section 5.

Authority and Responsibility of the Board. The Board of Directors shall have the following authority and responsibilities:

1. To designate dues to be paid by members of the Consortium.
2. To commit Consortium funds for expenditure.
3. To appoint or hire staff support for the Consortium as needed.

No decision of the Board shall supersede or contravene the applicable statutes, rules, or regulations by which an individual member of the Consortium is governed.

Section 6. Regular Meetings.

The Board shall meet a minimum of three times each year on the call of the President.

Section 7. Special Meetings.

A special meeting of the Board may be called at any time deemed necessary by the President or at least three Board members with at least two days notice in both cases.

Section 8. Notice of Meetings.

Notice stating the place, day and time and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each Board member at the direction of the President, or the officers or persons calling the meeting.

Section 9. Quorum.

At all meetings a simple majority of Board members shall constitute a quorum

Article V - COMMITTEES OF THE BOARD

Section 1. Executive Committee.

The Executive Committee members shall be the officers of the Board. The Executive Committee functions shall be delegated to them by the Board.

Section 2. Nominating Committee.

There may be a Nominating Committee appointed by the President and consisting of three members. When appointed, its functions will be to bring before the Board at a summer meeting, or when otherwise necessary, nominations for officers of the Board. Nominations may also be made from the floor.

Section 3. Other Committees.

Other committees may be created as the Board deems necessary.

Article VI - MISCELLANEOUS PROVISIONS

Section 1. Fiscal Year.

The fiscal year of the Consortium shall be September 1 to August 31.

Section 2. Dues.

The Board of Directors shall designate the annual dues.

Article VII - CONSORTIUM PROPERTY

Section 1.

Property in library resources, equipment, and other categories shall be marked with Consortium identification and held by designation of the Board by any member library which shall then be responsible for these materials.

Section 2.

Library material acquired by the Consortium shall be available equally to all members and their constituencies and to all other qualified users.

Article VIII - WITHDRAWAL

Withdrawal may be accomplished by submitting written notice of intent at least six months prior to the end of the fiscal year.

Article IX - CHARTER

Section 1. Purpose.

The Consortium is organized exclusively for educational purposes, including the distribution of its funds to member organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

Section 2. Powers.

No part of the net earnings of the Consortium shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Consortium shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 1. No substantial part of the activities of the Consortium shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Consortium 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 provision of these articles, the Consortium shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under section 1 70(c)(2) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law).

Section 3. Dissolution.

Upon the dissolution of the Consortium, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Consortium, dispose of all of the assets of the Consortium exclusively for the purpose of the Consortium in such a manner, or to such organization or organizations organized and operated exclusively for educational purposes as shall at the time qualify as an exempt organization or organizations under section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Consortium is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article X - BY-LAWS

By-Laws may be adopted, suspended, and amended upon written recommendation of a member of the Board of Directors submitted at a regular meeting of the Board and accepted by a majority of the members of the Board at the following meeting.

Article XI - COMMITTEES

Section 1.

The Board shall appoint annually two standing committees to be composed of one or more representatives from each member library. Suggested committees include but are not limited to:

1. Communications Committee
2. Staff Development Committee

These appointments shall be made at the fall meeting of the Board of Directors.

Section 2.

The members of these standing committees shall annually elect committee chairpersons from among their membership. The elections shall take place at the committee's last meeting of the year and become effective at the fall meeting following. The term of office of the chairpersons shall be one year, but it shall be possible for any chairperson to be reelected.

Section 3.

Each committee shall meet at least twice a year. Each committee shall keep minutes of its meetings and should send copies of the minutes to members of the committee and to the President. The President will distribute the minutes of the standing committees to Board members and to the chair of each standing committee. Each committee chair will distribute minutes received from the President to the committee members.

Section 4.

The chairpersons of all committees shall meet at least once a year with the Board of Directors.

Section 5.

The Board of Directors, acting as a whole, shall serve as a Committee on Grants, or it shall delegate this responsibility to one or more of its members

Article XII – SPECIAL INTEREST GROUPS/WORKING GROUPS

Section 1.

The Board shall approve the formation of Special Interest Groups (SIGs) on topics of interest among research libraries. SIGs might focus on particular areas of library operation (e.g. Technical Services, Development), commonly used products (e.g. ILLiad), current issues (e.g. Metadata, Distance Education), or other topics.

Staff members of HARLiC member institutions wishing to form a SIG shall submit to the Board a written petition which shall include the title of the group, a function statement, the signatures of at least three individuals from at least two HARLiC member institutions, and designation of two of those individuals as chairperson and vice-chairperson, respectively.

Section 2.

The members of these SIGs shall annually elect chairpersons from among their membership. The term of office of the chairpersons shall be one year, but it shall be possible for any chairperson to be reelected.

Section 3.

Following Board approval, each SIG shall conduct its business primarily through electronic means, soliciting additional members in coordination with the Communications Committee and holding at least one face-to-face meeting a year. Each SIG chair shall submit to the President in August an annual summary of activities. The President will distribute the annual summaries of the SIGs to Board members and the Chairperson of each standing committee.

Section 4.

Every three years each SIG shall submit a renewal petition to the President. Failure to submit a petition shall cause the group to be dissolved by Board action.

Section 5.

A SIG wishing to pursue a one-time project or ongoing initiative requiring investment of significant staff or consortium resources shall petition the Board for designation as a Working Group (WGs). Approved WGs shall meet at least twice a year. Each WG shall keep minutes of its meetings and should send copies of the minutes to members of the WG and to the President. The President will distribute the minutes of the Working Groups to Board members and the Chairperson of each standing committee. Working Groups serve at the pleasure of the Board.

Approved 9/9/91; Revised November 2002