Section 2: Eligibility for Membership: All organizations requesting membership in the Consortium shall do so in writing. The Board of Directors shall determine the class of membership for the requesting organization. All Board members shall be notified in writing at least thirty (30) days prior to Board action on any request for membership. A vote of at least 51% of the entire Board of Directors shall be required to approve any organization into any class of membership. All voting for such admittance into membership shall be by mail ballot. All members of the Cedar Rapids Metropolitan Area Library Cooperative at the time of adoption of this Constitution shall be eligible for full membership.

Section 3: Representation and Voting Privileges: Each full member organization shall be allowed one representative on the Board of Directors. Each member organization of the Board of Directors shall have one vote that shall be cast by the organization's regularly authorized representative or that person's duly authorized replacement.

Associate members shall have no voting privileges.

Article II

Organization

Section 1: Classification, Number and Election of Board of Directors: No person shall be qualified to serve as an officer or director of the Consortium unless such person be the designated representative of a qualified voting member organization of the Association. The Executive Committee of the Board of Directors shall consist of the President, Vice-President, Secretary, and Treasurer. the Board of Directors shall be composed of one person from each organization having the status of full membership in the organization. Each Full Membership shall appoint one person as their Board member and empower that person to vote on all matters that come before the Board.

Section 2: General Power: The Board of Directors shall determine the policies of the Consortium and shall have authority to manage, operate, and direct the affairs of the Consortium and shall direct its officers to carry out its policies.

Section 3: Board Meetings: meetings of the Board of Directors may be called by the President, or any two Board members together.

Section 4: Membership Meetings: The association shall meet at least once per year. Other meetings may be designated by the Board of Directors, or by a majority of the voting membership.

Section 5: Quorum: A quorum for the transaction of business shall constitues 30% of the full membership.

Section 6: Vacancies: Vacancies that may occur on the Executive Committee of the Board of Directors, with the exception of the office of the President, shall be filled by an interim election of the unexpired term.

Section 7: Election of Executive Officers: Election of the Executive Committee of the Board shall take place at the annual meeting.

Section 8: Annual Meeting: The annual meeting of the Consortium shall take place on September 30th, or within thirty (30) days of that date at a place to be designated.

Section 9: Audit: An annual audit of the Consortium's financial records shall be made as designated by the Board. The audit report shall be presented at the annual meeting.

Article III

Officers

Section 1: President: The President shall be elected by majority vote at the annual meeting of the Consortium. The president shall be responsible in the absence of the Chief Executive Officer for the management of the affairs of the Consortium and for carrying out the policies directed by the Board of Directors.

Section 2: Vice-President: The Vice-President shall be elected by majority vote at the annual meeting of the Consortium, and shall perform such duties usually associated with the office and such duties as may be required by the Board of Directors or the President of the Association. In case of a permanent vacancy in the office of President, the Vice-President shall assume the office of President and a special election shall be held to elect a new Vice-President. both shall service until the next election of Officers.

Section 3: Secretary: The Secretary shall be elected by majority vote at the annual meeting of the Consortium, and shall perform such duties usually associated with the office and such duties as may be required by the Board of Directors or the President of the Association.

Section 4: Treasurer: The Treasurer shall be elected by majority vote at the annual meeting of the Consortium, and shall perform such duties usually associated with the office and such duties as may be required by the Board of Directors or the President of the Association. The Treasurer shall be bonded as may be required by the Board.

Section 5: Term of Office: Officers and Board members elected under the provisions of these Bylaws shall serve a one (1) year term of office. Officers and Board members are eligible for re-election.

The newly-elected officers shall assume their duties at the conclusion of the annual meeting, and shall service the term prescribed in these Bylaws or until their successors shall have been elected.

Article IV

Committees

Section 1: Committees: Committees may be appointed at the need and discretion of the Consortium.

Article V

Dues

Section 1: Rates: Members of the Consortium shall pay annual dues according to rates established by the Board.

Section 2: Payments: Dues shall be payable on July 1 of each year for the entire fiscal year.

Section 3: Non-payments: Any organization in membership who does not pay dues within ninety (90) days in accordance to the above schedule shall be removed from membership.

Section 4: Partial or prorated Payments: Organizations wishing to join the Consortium prior to July 1 of any given year must pay the full fiscal year's dues for that year as well as the full fee on July 1 of the next year. No prorated payments will be allowed.

Article VI

Seal

The Consortium shall have a seal of such design as the Board of Directors may adopt.

Article VII

Amendments

Section 1: The Bylaws of the Consortium may be amended by an affirmative vote of 51% of the full membership.

Section 2: All proposed Bylaw amendments must be submitted to the membership at least thirty (30) days prior to a vote on the amendments.

LCLC Bylaws

Article I

Membership