Article I: Name
Article II: Purposes
Article III: Members
Article IV: Officers
Article V: Meetings
Article VI: Executive Board
Article VII: Committees
Article VIII: Parliamentary Authority
Article IX: Amendment of By-laws

ARTICLE I: Name

The Name of the Organization shall be the Westchester Academic Library Directors' Organization (WALDO).

ARTICLE II: Purposes

The purpose of this organization shall be to share resources among its members and to promote library services in Westchester County, in the New York City metropolitan region, and in the nation at large.

ARTICLE III: Members

Section 1. The membership shall consist of the following classes of members:

A. Full membership shall be granted to libraries or library organizations that agree to:

1) subscribe to WALDO's shared online library automation system; and
2) contribute records to WALDO's union catalog of holdings and union list of serials; and
3) permit limited on-site access by patrons from the other full and associate membership organizations; and
4) participate in WALDO's interlibrary loan arrangements.

Full membership organizations shall have two votes each.

B. Associate membership shall be granted to libraries or library organizations that agree to:

1) contribute records, as viable, to WALDO's union catalog of holding and union list of serials; and
2) permit limited on-site access by patrons from the other full and associate membership organizations; and
3) participate in WALDO's interlibrary loan arrangements.

Associate membership organizations shall have one vote each.

C. Limited membership shall be granted to any organization applying for it on such terms and conditions established by the Executive Board. Limited membership organizations shall not have a vote.

Section 2. Additional classes of membership may be established by the Executive Board subject to ratification by a two thirds vote of voting members in good standing.

Section 3. Applications for membership should be sent to the President or Executive Director, together with such supporting documents as may be required, and shall be placed on the agenda of the next Executive Board meeting. Applications for Full and Associate membership shall be voted on by the Executive Board, subject to ratification by a majority of the voting members in good standing. Limited memberships may be approved by the Executive Director or the President, with notice provided to the Executive Board.

Section 4. Upon recommendation of the Finance Committee, the Executive Board shall propose a budget and schedule of annual dues to the membership by submitting written notice to the membership at least two weeks prior to its next regular meeting. The proposed budget will be discussed at the next regular meeting of the organization and shall be voted upon at that time, unless a mail vote is requested under Section 2 of Article IX. Dues shall be payable by the beginning of the WALDO fiscal year.

Full and associate membership organizations are expected to pay their dues in accordance with the requirements established by the Executive Board.  All member organizations, including limited membership organizations that have not paid their fees may be denied access to the databases controlled by WALDO until their dues and arrearages are fully paid.

ARTICLE IV: Officers

Section 1. The officers shall consist of the President, the Vice-President/President Elect, the Secretary, and the Treasurer. Officers shall be drawn from representatives of full or associate membership organizations.

Section 2. The term of office is from August through July and the Secretary and Treasurer will each serve for two years.

Section 3. Duties of Officers.

A. The duties of the President are to:

1) preside at meetings;
2) establish the agenda of meetings;
3) appoint committees,
4) serve on committees ex-officio; and
5) serve as the official representative of the Organization.

B. The duties of the Vice-President/President Elect are to:

1) act in the absence of the President;
2) serve as chair of the Nominating Committee; and
3) represent WALDO on the Board of the Westchester Library Association, if needed.

C. The duties of the Secretary are to:

1) take minutes at each meeting and distribute copies as appropriate;
2) send notice of meetings to members;
3) maintain up-to-date mailing lists and membership rosters; and
4) preside at meetings in the absence of the President and Vice-President/President Elect

D. The duties of the Treasurer are to:

1) administer the Organization funds; and to
2) chair the Finance Committee, ex-officio.

ARTICLE V: Meetings

Section I . Regular meetings of the WALDO members shall be held at least two times per year.

Section 2. Special meetings may be called by the Executive Board, and shall be called by the secretary upon petition by the directors of at least a majority of full membership organizations. The Secretary must give the membership at least one week's written notice in advance of any special meeting.

Section 3. A quorum shall consist of a majority of the voting Members.

ARTICLE VI: Executive Board

Section 1. There shall be an Executive Board of UP to eleven members
consisting of;

a) the four officers listed in Article IV, Section 1, to serve during their term of office;
b) the immediate past President, to serve one year;
c) three members elected from among representatives of full membership organizations who serve for rotating three-year terms, so that one shall be elected annually by the full members to serve until a successor is elected; and
d) three members elected from among representatives of associate membership organizations who serve for rotating three-year terms, so that one shall be elected annually by the associate members to serve until a successor is elected.

The unexcused absence of a Board member from more than three consecutive Board meetings shall terminate that member's membership on the Board. Any vacancy created by this provision shall be filled according to Section 4 of this Article.

Section 2. The Duties of the Executive Board shall be all duties permitted by the Not-for-Profit Corporation Law of New York. The Directors shall conduct all business of WALDO in such a way as not to violate any relevant provisions of Sections 501(c)(3) and 170(c)(2) of the Internal Revenue code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law).

Section 3.  The Board shall meet on a regular schedule to be established at its first meeting in each membership year.  The Secretary shall call special meetings of the Board upon request of the President or three members of the Board, provided that all members of the Board are given at least one week's notice in advance of the meeting.  WALDO members may attend regular and special meetings of the Board, as visitors, and specific attending members may, upon request of the Board, participate in the deliberations, but not the votes of the Board.

Section 4.  The Board shall have the power to fill any vacancy except that of President, the person so appointed by the Board to serve until the next regular elections at which a successor can be elected to serve the remainder of any unexpired term.

Section 5.  A quorum of the Board shall consist of a majority of its members.  The act of a majority of the Board present at a meeting at which a quorum is present shall be the act of the Board.  The Board may conduct business by correspondence.  A vote, taken by mail, telephone, or other electronic means shall become the act of the Board upon approval of a majority of the members of the Board.

Section 6.  The Secretary shall circulate the minutes of meetings to Board members and/or the entire membership as the Executive Board determines is appropriate.

Section 7.  When Board actions require ratification by the members of WALDO, ratification may be by mail or electronic mail ballot, sent and tallied by the Secretary, if the Board deems that quick action is necessary.

Section 8.  The Board may, as it deems necessary, hire and/or contract with personnel to carry out the work of the consortium.  Such personnel may include, but are not limited to, an executive director, a bookkeeper, and an accountant.  The Board will approve job descriptions and compensation.

ARTICLE VII: Committees

Section 1.  Standing and Special Committees.  Standing and special committees shall be appointed by the Executive Board as the Organization shall from time to time deem necessary to carry out the work of the organization.  The President or his/her designated representative shall be ex officio a member of all committees except the Nominating Committee.  Each committee shall consult with the President to agree upon a nominee for chair of the committee.

Section 2.  Finance Committee.  The Executive Board may establish a Finance Committee to advise it on budget or financial matters.  The Finance Committee membership shall be determined by the Executive Board.

Section 3.  Nominating Committee.  By March of each year, the Executive Board shall select a Nominating Committee made up of the Vice-President/President-Elect and two other Board members, ideally one from a full-member library and one from an associate member library.  The Committee will present a slate of nominees for offices to be filled to the Executive Board for acceptance, and will then present the slate to the voting membership. Further nominations will be accepted from the membership, and the election shall be held.  If needed, the Secretary shall prepare official ballots for full members with two votes and for associate members with one vote.

Section 4.  The Executive Board may, whenever it deems it desirable, invite Committee chairs to attend Executive Board meetings as well as to make presentations at WALDO meetings. Committees with items needing action by the Executive Board should communicate their need to the President, after which the President should invite the Committee chair to attend and present a report explaining the action item requested to the next Executive Board meeting.  The Board shall take appropriate action on any action items from committees.

Section 5.  All Committees shall make a written report at least once a year to the Executive Board.  The Board shall distribute any reports of Committees to all WALDO members with the Board's action or the Board's recommendation for WALDO action.

ARTICLE VIII: Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order shall govern any matters concerning the organization not already covered by these by-laws.

ARTICLE IX: Amendment of By-laws

Section 1.  Any member of WALDO may propose amendments to these by-laws by submitting written notice to the membership at least two weeks prior to its next regular meeting.  The proposed amendments will be discussed at the next regular meeting of the organization and shall be voted upon at that time unless a mail vote is requested under Section 2 of this Article.

Section 2.  Amendments must be approved by two-thirds of the voting representatives of membership organizations whose dues are paid up by the time of the vote.  Upon the request of any member of WALDO then present, if the vote on a proposed amendment might be affected by the absence, or lack of good standing, of some of the full membership organizations that would otherwise be entitled to vote, a mail vote on the proposed amendments shall be taken no less than thirty days and no more than sixty days following the close of the meeting.

Revised June 2005