CONSTITUTION and BY-LAWS
The name of the corporation is:
MCCLPHEI, Inc. and was incorporated on July 16, 2008
The purposes of the Corporation shall be:
A. To explore, plan and implement cooperative projects that will contribute toward the improvement of library services to the people of the Commonwealth and in particular for the students, faculties, administrators, and other members of the Massachusetts public higher education library community;
B. To advocate for and receive contributions from member libraries, their supporting institutions, government agencies, or foundations, and to enter into contracts with such institutions, organizations, or agencies in support of cooperative projects, and to designate the appropriate board of higher education or any other participating institution/ agency as its fiscal agent;
C. To represent the Commonwealth’s public higher educational institution libraries in broader cooperative efforts at the state, regional, or national levels, wherever such representation shall be appropriate;
D. To promote the highest professional standards; and
E. To conduct such other activities and programs in furtherance of the foregoing purposes as may be carried out by a Corporation organized under Massachusetts General Laws, Chapter 180 and described in Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future tax code.
A. Membership in MCCLPHEI, Inc. shall be limited to one representative from each of the public higher educational institution libraries in Massachusetts who shall have the right to vote. This representative shall be a chief librarian (permanent or acting) or the duly appointed alternate.
B. All members are expected to pay their dues in accordance with requirements established by the Executive Committee.
C. Appointment of a permanent alternate shall be made known to the President for MCCLPHEI, Inc. by a letter from a/the chief librarian indicating the anticipated length of service for the alternate.
D. Participating Partners are non-MCCLPHEI, Inc. institutions of higher education in Massachusetts participating in the purchase of various electronic services and databases at the MCCLPHEI, Inc. negotiated discount price. MCCLPHEI, Inc. will asses partners an administrative fee of 5% per new database/service or renewal. The fee will be discussed and negotiated on an annual basis and will be approved by the Executive Committee.
A. The Executive Committee will have representatives from each segment: The University of Massachusetts, the Massachusetts State University System and the Massachusetts community colleges. The officers shall be President, Vice-President/ President- Elect, Past President, Secretary, Treasurer, and three members-at-large. The officers are the members of the Executive Committee.
B. The term of office shall be for one year. All officers shall serve until their successors are elected and assume their duties. All officers shall take office at the end of the annual meeting.
C. If any office becomes vacant the President shall, at the earliest possible date thereafter, order a special election for the purpose of filling such office. The member thus elected shall immediately enter upon assigned duties and shall hold office until the next regular election. The Vice-President/President-Elect shall immediately assume the office of the President if the office becomes vacant. Since the office of the Past President is not an elected office, the office can remain vacant.
D. Duties of officers:
a. The President shall be the Chief Executive Officer of MCCLPHEI, Inc. and shall have general supervision over its affairs. S/he shall serve as chairperson of the Executive Committee and shall call special meetings as warranted. S/he shall appoint the members and designate chairpersons of all committees. S/he shall recommend to the membership such measures as s/he considers desirable to further the objectives and broaden the effectiveness of MCCLPHEI, Inc. At the annual meeting s/he shall report on the general state of MCCLPHEI, Inc. S/he shall be a member ex officio, without vote, of all committees except the Nominating Committee. S/he shall perform such other duties as customarily pertain to the Office of President and will serve as the official representative of MCCLPHEI, Inc. The President will also submit an annual report.
b. The Vice-President shall perform such duties as the President may assign. In the event of temporary disability, absence, or withdrawal of the President, the Vice-President shall assume all duties and obligations. The Vice-President shall chair the Programming Committee. The Vice-President will also be the Parliamentarian.
c. The Secretary shall keep a record of the proceedings of all Executive and General Membership meetings and after approval shall post them on the MCCLPHEI, Inc. website or distribute/archive/disseminate them as directed by the Executive Committee. The Secretary will also be responsible for maintaining up-to-date mailing lists and membership rosters and shall be responsible for conducting the electronic voting. The Secretary will also be responsible for submitting any documents to the Secretary of State’s Office as required of a non-profit organization and maintaining the Constitution and Bylaws.
d. The duties of the Treasurer shall be: to receive all monies of the Organization and to have the custody thereof; to deposit the funds of the Organization in one or more banks selected by the Executive Committee; to disburse funds in accordance with the directions of the Executive Committee; to keep records of all monies received and paid out; to make such financial reports as requested by the Executive Committee; to keep custody of all deeds, securities, notes, contracts, and financial papers of the Organization; to cause the books of the Organization to be audited by a public accountant at the discretion of the Executive Committee and file all financial reports as required by law. The Treasurer should issue a final fiscal report listing all transactions (income and expenditures) and distribute an annual balance sheet. The report will be issued to all members and would be due at the first General Board meeting of the new academic year.
e. The past President shall serve as a member of the Planning Committee, serve as the chair of the Nominating Committee, and perform other duties as appropriate.
f. The Members-at large shall perform duties as appropriate.
A. There shall be at least three general membership meetings a year, one of which shall be held as the annual meeting. Members may attend in person or participate by other electronic means.
B. The annual meeting shall include the election of officers, the presentation of reports, a regular business meeting, and the appointment of committee members.
C. Special meetings may be called by the President, the Executive Committee, or upon written request of a majority of the members.
D. Notice of all meetings shall be sent to all members at least seven (7) days before the meeting.
E. A quorum for the transaction of business shall be one-half the membership plus one with a representative from the universities, four year colleges and the community colleges being present.
F. The act of a majority of the general membership present at a meeting at which a quorum is present shall be the act of the general membership, except as otherwise provided in these Bylaws.
G. A vote, taken by mail, telephone or other electronic means shall become the act of the membership.
A. The officers of the Corporation shall constitute the Executive Committee.
B. The Executive Committee shall manage the property and affairs of the Organization, set the legislative strategy, and shall perform all other duties and have such other powers as may be necessary to carry out the objectives of the Organization.
C. The Executive Committee shall meet before the general membership meeting to set the agenda.
D. All policies developed by the Executive Committee shall be brought forward to be voted on by the general membership. All policies approved by the membership shall be recorded by the Secretary.
Ad Hoc and Standing Committees may be created by MCCLPHEI, Inc. to transact regularly occurring business or to accomplish a special task or purpose. The committees may determine how they meet to conduct their business. The standing committee(s) may supervise personnel hired by the Executive Committee
All committees shall submit an annual written report to the President before the annual meeting. The President shall distribute any reports of Committees to the general membership and once accepted they will be posted to the MCCLPHEI web site.
A. The following Standing committees are established:
a) Executive Committee. This Committee is organized and charged as provided in Article IV
b) Data and Assessment Committee. This Committee encourages the use of standard definitions in the collection and use of library data. On an annual basis the Committee collects library data and distributes results of these library data surveys to the membership. This committee encourages the member libraries to use benchmarks and implement those applicable standards recommended by professional organizations.
c) Program Committee. This Committee plans, organizes, and arranges the program for the annual meeting, as well as any other meetings where a program is deemed necessary.
d) Nominating Committee. This Committee is organized and charged as provided in Article XI.
e) Planning Committee. This Committee develops, maintains and reviews the Long Range Plan, its Goals and Objectives and its annual Fiscal Year Action Plan. This Committee recommends to the general membership revisions, changes, and a new action plan. The updated Action Plan shall be presented to the general membership for approval by the majority of those members present at the annual summer meeting and then submitted by the President to the MBLC. The past president shall serve as a member of the committee.
f) Electronic Resources Committee. This Committee shall review the list of electronic resources licensed collaboratively and negotiate terms of agreement with the appropriate vendors. This Committee shall recommend new, different or additional electronic resources to the membership. This Committee shall coordinate trial use of products, negotiate prices and license agreements.
g) Staff Development Committee. This Committee provides a systematic approach to supporting the staff development needs of MCCLPHEI, Inc. libraries. This Committee will coordinate needs assessment, program planning, and evaluation of effectiveness.
h) Communications Committee. This committee shall be responsible for maintaining and managing the communication channels used by MCCLPHEI, Inc. including but not limited to its home page, listserv and social media sites. The goal of this committee is to provide for timely, accurate and useful communication of MCCLPHEI, Inc. business to its membership.
B. The Archives shall be established as the repository of the official record of the proceedings of MCCLPHEI, Inc. and as the source of authoritative materials for the history of MCCLPHEI, Inc. The Archives will be processed and housed at the University of Massachusetts Dartmouth.
Amendments to the Constitution and Bylaws
These bylaws may be amended by proposals submitted by the Executive Committee or by a petition of the majority of the members at the final meeting of the year.
a) The Constitution and Bylaws may be amended by a 2/3 vote of those members present at a meeting in which a quorum exists
b) The proposed amendment shall be read for the first time at the regularly scheduled meeting preceding the final meeting of the year. A vote will be called.
c) Notice containing the text of any proposed amendments shall be sent to each member at least two weeks before the meeting at which it is to be discussed.
d) The second vote on any amendment will be taken at the final meeting of the year. A vote will be called.
Amendments to the Constitution and Bylaws
The general members may make, amend or repeal the by-laws in whole or in part except with respect to any provision thereof that by law or the by-laws requires action by the members.
a) The Constitution may be amended by a 2/3 vote of those members present at any meeting in which a quorum exists.
b) The proposed amendment shall be read for a second time at the next regular meeting of MCCLPHEI, Inc. A vote will be called.
c) Amendments may be proposed by the Executive Committee or by petition of a majority of the members.
d) Notice containing the text of any proposed amendments shall be sent to each member at least two weeks before the meeting at which it is to be discussed.
When not in conflict with this Constitution and Bylaws, Robert’s Rules of Order Revised shall govern all deliberations.
The Executive Committee shall have the power to employ, dismiss and/or retain personnel as may be necessary to carry out the business of the organization. The Executive Committee shall seek recommendations from the membership prior to making personnel decisions. There shall be written job descriptions for all hired or contracted personnel.
NOMINATIONS AND ELECTIONS OF OFFICERS
A. The President with the approval of the Executive Committee shall appoint a Nominating Committee at least two months before the annual meeting. The past president should chair the nominating committee.
B. The Nominating Committee shall present its slate of officers and members-at-large to the Executive Committee not later than one month before the annual meeting. The slate will then be presented and voted upon at the business meeting of the annual meeting. At this time, further nominations for any office may be accepted from the floor. Nominated candidates must indicate their willingness to serve.
Amended: Article III, Sect. D; Article IV, Sect. A; Article V, Sect. H; Article X.I 4-8-11
Amended: Article VII, Sect. A paragraph h. 11-22-13
Amended: Article VIII, 6-20-14
Amended: Article IV, Sect. D, subsection C, 6-20-14