AMENDED AND RESTATED BYLAWS OF THE ALASKA LIBRARY NETWORK

Effective December 3, 2012

ARTICLE I
NAME

Section 1.01.  Name. The name of the Corporation shall be “Alaska Library Network,” hereinafter referred to as “ALN” or the “Corporation”.

ARTICLE II
MEMBERSHIP

Section 2.01.  General Membership. General membership shall be open to all organizations engaged in library and information services within Alaska.  Voting Membership is effective upon payment of annual dues.  Membership is not transferable.

Section 2.02.  Charter Membership.  Organizations that gave funds at or above their membership level before December 31, 2008 for the initial support of ALN shall be designated Charter Members.  Charter membership carries no privileges.

Section 2.03.  Voting Rights. Each Member is entitled to one (1) vote.  Each Member shall be represented at meetings by one (1) person.  Such representative shall be designated in writing to the ALN office.

Section 2.04.  Membership Dues. The Board of Directors, from time to time, shall determine a dues structure for membership in the ALN.  This structure shall be approved by a majority vote of the Members at an annual meeting.

Section 2.05.  Membership Roster. The Corporation shall maintain a membership roster with the name and contact information of each individual Member.

ARTICLE III
MEETINGS OF MEMBERS

Section 3.01.  Annual Meeting. The Corporation shall hold an annual meeting of the Members at such date, time and location as determined by the Board of Directors.

Section 3.02.  Notice. Not less than thirty (30) days in advance of any meeting of the Members, the Board of Directors shall mail a notice, or deliver personally or by telephone, facsimile transmission, or electronic communication a notice to each Member stating the time and place of the meeting.

Section 3.03.  Special Meetings; Notice. Special meetings of the Members may be called by the President or the Board of Directors.  Notice of a special meeting must be mailed in accordance with Section 3.02.  The notice of a special meeting must contain a statement of the purposes of the meeting.  Business transacted at a special meeting is limited to the purposes stated within the notice of the meeting.  Business transacted at a special meeting that is not included in those stated purposes is voidable by or on behalf of the Corporation.  The mailing of a notice in the manner provided in Section 3.02 shall be considered notice served.

Section 3.04.  Waiver of Notice. Notice will be deemed waived by any Member who attends the meeting in person or participates in the meeting via remote communication, unless the Member objects at the beginning of the meeting that the meeting is not lawfully called or convened and does not participate in the meeting.  Notice may also be deemed waived if the Member consents to such waiver of notice in writing or by electronic communication, before, after or during the meeting.

Section 3.05.  Quorum. A quorum for a meeting of the Members is one-third (1/3) of the Members entitled to vote at the meeting.  A quorum is necessary for the transaction of business at a meeting of the Members.  If a quorum is not present, the meeting may be adjourned from time to time for that reason, provided that if a quorum has been present at a meeting and Members have withdrawn from the meeting so that less than a quorum remains, the Members still present may continue to transact business until adjournment.

Section 3.06.  Action Without a Meeting. An action required or permitted to be taken at a meeting of the Members may be taken by written action signed, or consented to by authenticated electronic communication, by all of the Members.  The written action is effective when signed, or consented to by authenticated electronic communication, by the required number of Members, unless a different effective time is provided in the written action.

Section 3.07.  Meetings Conducted Solely Through Electronic Communication. The Members may specify that a meeting will be conducted solely through one or more means of remote communication, provided that notice is given as specified in Section 3.02 and that the quorum requirements specified in Section 3.05 are met.  Remote communication includes any communication that is accomplished by means of electronics, telephone, video or Internet conferencing, or such other means through which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis.  Participation in a meeting through a form of remote communication that is authorized by the Members constitutes a personal presence at a meeting.

Section 3.08.  Attendance and Participation in Meetings by Means of Remote Communication. The Members may authorize attendance and participation by individual Members at meetings through one or more means of remote communication.  Participation in a meeting through a form of remote communication authorized by the Members constitutes personal presence at the meeting.

Section 3.09.  Proxy Voting.  Proxy voting shall not be permitted.

Section 3.10.  Notice by Electronic Communication. Any notice to Members given by the Corporation by a form of electronic communication consented to by the Member to whom notice is given is effective when given.  The notice is deemed given: (1) if by facsimile communication, when directed to a telephone number at which the Member has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the Member has consented to receive notice; (3) if by a posting on an electronic network on which the Member has consented to receive notice, together with separate notice to the Member of the specific posting, upon the later of the posting or the giving of the separate notice; and (4) if by any other form of electronic communication by which the Member has consented to receive notice, when directed to the Member.

ARTICLE IV
BOARD OF DIRECTORS

Section 4.01.  Administration of Corporation; Board Authority. Except as otherwise provided by the Articles of Incorporation or by these Bylaws, the property, business, and affairs of this Corporation shall be managed by its Board of Directors.

Section 4.02.  Board Composition. The Alaska Library Network Board seeks diversity in membership including board members from different types of libraries and geographic areas. The Board of Directors shall consist of seven (7) members, including one (1) representative for the Alaska State Library, two (2) at-large member library representatives, and four (4) members who shall be elected to represent the following:

  1. Academic libraries
  2. Public libraries
  3. School libraries
  4. Public libraries, public/school libraries or public/academic libraries with budgets under $500,000

Not more than two (2) board members may be from the same Alaska Library Network member library.

Section 4.03.  Nomination; Election; Term. The Nominating Committee shall name nominees for all Board of Director positions in the manner described in section 6.02.  The Board of Directors shall be elected by the Members from the slate of nominees named by the Nominating Committee.  Only Voting Member representatives are eligible to be nominated for Board of Director positions. Appointments will be for staggered two (2) year terms.  No member of the Board of Directors, except the representative for the Alaska State Library, may serve more than three (3) consecutive terms.

Section 4.04.  Ex-Officio, Non-Voting Member. The Executive Director of ALN shall serve as an ex-officio, non-voting advisor to the Board.

Section 4.05. Resignation. A director may resign at any time by giving written notice to the Corporation.  The resignation of a director is effective without acceptance when the notice is given to the Corporation, unless a later effective time is specified in the notice.  Notice provided in writing or by an electronic communication which meets the requirements of Section 4.09 may satisfy the notice requirement.

Section 4.06.  Removal of Directors. Any director who is no longer employed by a Member organization and does not resign or any director who fails to perform the functions of their office may be removed by the Board of Directors by the affirmative vote of two-thirds (2/3) of the total number of directors.  Written notice shall be sent before such action is taken.

Section 4.07.  Vacancies. Any vacancy in the Board of Directors caused by death, resignation, removal, an increase in the number of directors, or any other cause other than expiration of term, shall be filled by affirmative vote of a majority of the total number of remaining directors, though less than a quorum, and the term of the director filling the vacancy shall expire at the end of the next annual meeting at which directors are to be elected.

Section 4.08.  Meetings. The Board of Directors shall meet from time to time, but at least annually, at such times and places and in such manner as the Executive Committee may determine.

Section 4.9. Notice of Meetings. Notice of the time and place of each meeting shall be given to each director at least ten (10) days in advance of the meeting by written notice delivered personally or by telephone, facsimile transmission, or electronic communication, however, notice need not be given if the date, time and place of the meeting were announced at a previous Board meeting.  The notice shall state the time, place and manner of the meeting, but need not state the purposes thereof.

Section 4.10.  Waiver of Notice. Notice will be deemed waived by any director who attends the meeting in person or participates in the meeting via remote communication, unless the director objects at the beginning of the meeting that the meeting is not lawfully called or convened and does not participate in the meeting.  Notice may also be deemed waived if the director consents to such waiver of notice in writing or by electronic communication, before, after or during the meeting.

Section 4.11.  Special Meetings; Notice. The President or a majority of the Executive Committee may call special meetings of the Board of Directors.  Notice of the time and place of the special meeting shall be delivered personally or by telephone, facsimile transmission, or electronic communication at least three (3) days before the meeting and shall state the purpose of the special meeting.

Section 4.12.  Quorum. A majority of the members of the Board of Directors shall constitute a quorum.

Section 4.13.  Action Without a Meeting. An action required or permitted to be taken at a meeting of the Board of Directors that does not require Member approval may be taken by a written action signed or consented to in an authenticated electronic communication, in one or more counterparts, by all the directors.

Section 4.14.  Meetings Conducted Solely Through Electronic Communication. The Board of Directors may specify that a meeting will be conducted solely through one or more means of remote communication, provided that notice is given, as specified in Section 4.09 and that the quorum requirements specified in Section 4.12 are met.  Remote communication includes any communication that is accomplished by means of electronics, telephone, video or Internet conferencing, or such other means through which persons not physically present in the same location may communicate with each other on a substantially simultaneous basis.  Participation in a meeting through a form of remote communication that is authorized by the Board of Directors constitutes personal presence at a meeting.

Section 4.15.  Attendance and Participation in Meetings by Means of Remote Communication. The Board of Directors may authorize attendance and participation by individual Board members at meetings through one or more means of remote communication.  Participation in a meeting through a form of remote communication authorized by the Board of Directors constitutes personal presence at the meeting.

Section 4.16.  Electronic Records and Signatures. The Corporation recognizes that authenticated electronic communications that satisfy the requirements of this section may legally satisfy written record and signature requirements necessary for valid records, signatures, and contracts.

Authenticated communications are those communications that set forth information from which the Corporation can reasonably conclude that the communication was sent by the purported sender and are delivered to the principal place of business of the Corporation, or to an officer or agent of the Corporation who is authorized by the Corporation to receive the communication.  Electronic records are records that are created, generated, sent, communicated, received or stored by electrical, digital, magnetic, wireless, optical, electromagnetic or similar technologies.  Valid electronic signatures are those that are expressed through an electronic sound, symbol or process, and that are logically associated with a record and executed or adopted by a person with intent to sign the record.

Section 4.17.  Proxy Voting. Proxy voting shall not be permitted.

Section 4.18.  Conflicts of Interest. Except as permitted by law, with respect to any contract or other transaction between this Corporation and any director (or an organization in which a director is a director, officer, or legal representative or has a material financial interest), the material facts as to such contract or transaction and as to the director’s interest must be fully disclosed or known to the Board of Directors prior to approval of such contract or transaction, and the interested director may not be counted in determining the presence of a quorum and may not vote.

ARTICLE V
OFFICERS

Section 5.01.  Officers; Election; Term. The officers of this Corporation shall be elected by the Board of Directors and shall consist of a President, a Vice President, a Treasurer, and a Secretary.  The term of office of all officers shall be for one (1) year.  Two or more offices may be held by the same person, except the offices of President and Secretary.

Section 5.02. Resignations. An officer may resign by giving written notice to the Corporation.  The resignation is effective without acceptance when the notice is given to the Corporation, unless a later effective date is named in the notice.  Notice provided in writing or by an electronic communication which meets the requirements of Section 4.09 may satisfy the notice requirement.

Section 5.03.  Removal. An officer may be removed, with or without cause, by a resolution adopted by the Board of Directors.

Section 5.04.  Vacancies. A vacancy in an office because of death, resignation, removal, or any other cause shall be filled for the unexpired part of the term by the Board of Directors.

Section 5.05.  President. The President shall (a) have general active management of the business of the Corporation; (b) preside at meetings of the Board of Directors and the Members; (c) see that orders and resolutions of the Board of Directors are carried into effect; (d) sign and deliver in the name of the Corporation deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the Corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles of Incorporation or Bylaws or by the Board of Directors to another officer or agent of the Corporation; (f) approve any bill for any expense authorized by the laws of the Corporation or by vote of the officers; (g) appoint all committees not otherwise provided for and shall be an ex-officio voting member of such committees; and (f) perform such other duties as may from time to time be prescribed by the Board of Directors. In the event of illness or emergency in the office of Treasurer, the President is authorized to sign checks and carry out the financial business of the Corporation until the office of Treasurer is no longer vacant.

Section 5.06.  Vice President. The Vice President shall fulfill the duties of the President in the President’s absence.

Section 5.07.  Secretary. The Secretary shall (a) keep minutes of all meetings of the Members and Board of Directors; (b) have possession of the records of the Corporation or cause the records to be kept in an appropriate manner, when necessary, certify proceedings of the Board of Directors and the Members; (c) see that all notices are duly given in accordance with these bylaws or as required by law; and (d) perform such other duties as may from time to time be prescribed by the Board of Directors or by the President.

Section 5.08.  Treasurer. The Treasurer shall:  (a) keep accurate financial records for the Corporation; (b) deposit money, drafts, and checks in the name of and to the credit of the Corporation in the banks and depositaries designated by the Board of Directors; (c) endorse for deposit notes, checks, and drafts received by the Corporation as ordered by the Board of Directors, making proper vouchers for the deposit; (d) disburse corporate funds and issue checks and drafts in the name of the Corporation, only after such obligations are certified as correct by the President; (e) upon request, provide the President and the Board of Directors an account of transactions by the Treasurer and of the financial condition of the Corporation; (f) submit a written annual report at the end of the fiscal year; and (g) perform such other duties as may from time to time be prescribed by the Board of Directors or by the President.

ARTICLE VI
COMMITTEES

Section 6.01.  Committees.  There shall be a Nominating Committee, an Executive Committee, and such other committees established by a resolution approved by the affirmative vote of a majority of the Board of Directors.  Such committees shall be subject at all times to the direction and control of the Board of Directors.  The term of office for all standing committees shall be one (1) year.

Section 6.02.  Nominating Committee. The President of the Corporation shall appoint a Nominating Committee to name nominees for the Board of Directors.  The Nominating Committee shall consist of no less than three (3) members selected from Member representatives, including at least one member of the Board of Directors.  The term of office for the nominating committee is one (1) year. The nominating committee shall seek nominees who represent the diversity of Alaska Library Network member libraries including different types of libraries and geographic areas.   The nominating committee shall follow the nomination and election procedures established by the Board of Directors.

Section 6.03.  Executive Committee. The officers of the Corporation shall be the Executive Committee.  The Executive Committee shall have the authority to set the time and place of all meetings of the Board of Directors, and carry out such other duties and responsibilities as may be determined from time to time by the Board of Directors.

ARTICLE VII
EXECUTIVE DIRECTOR

The Corporation shall have an Executive Director who shall be hired by the Board of Directors.  The Executive Director shall be the principal administrative officer of the Corporation who shall supervise and manage all of the business and affairs of the Corporation, subject to the control of the Board of Directors.

ARTICLE VIII
FISCAL YEAR

The Fiscal Year of the Corporation shall begin on the first day of July each year and end on the last day of June the following year.

ARTICLE IX
INDEMNIFICATION

The Corporation shall indemnify each Director, officer, agent or committee member, and other persons, for such expenses and liabilities, in such manner, under such circumstances, and to such extent as permitted by any applicable law.

ARTICLE X
AMENDMENTS TO ARTICLES OF INCORPORATION AND BYLAWS

Amendments to the Articles of Incorporation and these Bylaws must be approved by a majority of the total number of directors.