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BYLAWS OF THE OHIO REGIONAL ASSOCIATION OF LAW LIBRARIES, INC.
ADOPTED MAY 18,1990; AMENDED October 1999, AMENDED October 2014

Index
Bylaw I – Name
Bylaw II – Purpose
Bylaw III – Powers
Bylaw IV – Membership
Bylaw V – Meeting of Members
Bylaw VI – Voting
Bylaw VII – Officers
Bylaw VIII – Executive Board
Bylaw IX – Committees
Bylaw X – Parliamentary Authority
Bylaw XI – Nominations and Elections
Bylaw XII – Anti-Discrimination
Bylaw XIII – Special Interest Groups
Bylaw XIV – Protection of Tax Exempt Status
Bylaw XV – Amendment of Bylaws
Bylaw XVI – Standing Resolutions and Guidelines

BYLAW I – NAME

The Name of this Association shall be the Ohio Regional Association of Law Libraries, Inc., an Ohio corporation, not for profit, and a chapter of the American Association of Law Libraries.

BYLAW II – PURPOSE

This Association shall be organized and conducted as a nonprofit corporation, exclusively for charitable, educational and scientific purposes. It shall be conducted as a nonprofit corporation under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) to further the development and usefulness of law libraries, the promotion of the growth, advancement and improvement of the profession of law librarianship, and the stimulation of a spirit of mutual helpfulness and cooperation among law librarians of the Ohio region.

BYLAW III – POWERS

Section 1.
The Association shall have the power to conduct studies, collect and disseminate statistics and other information, and conduct educational programs in the furtherance of its purposes.

Section 2.
The Association shall further have the power to collect and expend funds, and to hold and dispose of property acquired through the assessment of dues from its members and the acceptance of donations and contributions from benefactors and deposit any funds collected in interest bearing accounts as may be necessary to effectuate its purposes.

Section 3.
The Association shall further have the power to charge fees for publications and programs produced in connection with the stated purpose of the Association to defray the costs of such activities.

BYLAW IV – MEMBERSHIP

Section 1. Active Membership
Any person interested in law libraries may become an active member of the Association by filling out an application form provided by the Membership Committee and paying the prescribed membership fees to the Treasurer.

Section 2. Classes of Membership
The Association shall have three classes of membership, individual, institutional, and life, and all questions concerning eligibility shall be determined by the Membership Committee.
(a) Individual Members.
Any natural person who is an employee of a law library, or who has an active interest in the promotion of law libraries, may become an individual member of this Association.
(b) Institutional Members.
Any library or institution whose predominant function is that of conducting a law library, or any separately maintained law section or branch of any library or institution may become an institutional member of this Association by payment of dues of designated staff members who shall be entitled to individual membership in the Association.
(c) Life Memberships.
The Association may, at any regular meeting by a vote of two-thirds of those present, elect to life membership those who have been members of the Association but who have retired from active library duty.

Section 3. Duration of Membership.
Members in this Association may terminate by voluntary withdrawal. All rights, privileges, and interests of a member in or to the Association shall cease on termination of membership. Membership will terminate for individual members according to the provisions of Section 4 of this Bylaw.

Section 4. Dues of Members.
Until such time as changed pursuant to the procedures set forth in the second sentence of this paragraph, the annual dues of the Association shall be fifteen dollars ($20.00) for individual members; life members do not pay dues. The amount of the annual dues of the Association shall be changed upon (1) resolution of the Executive Board to change the dues and (2) approval of such change by a majority of the members of the Association voting pursuant to the rules of ByLaws VI.

Notice of dues shall be sent to members by the Treasurer in January. A second notice of unpaid dues shall be sent in May. Members who have not made full payment by May 15th will not be eligible to vote in the election of officers or at any meeting. They shall be suspended from membership without notification. Suspended members may be reinstated at any time upon payment of the full current year’s dues.

BYLAW V – MEETING OF MEMBERS

Section 1. Annual Meeting.

There shall be an annual meeting of the members of the Association at the time and place, and after such reasonable notice, as shall be fixed by the Executive Board of the Association. Unless otherwise provided by the Executive Board the Annual Meeting will be held in October of the year.

Section 2. Special Meetings.
Special meetings of the Association may be called by the President or a majority of the Executive Board with or without a meeting. The time and place of such special meeting shall be fixed by the President, who shall provide reasonable notice of such meeting to each member of the Association.

Section 3. Quorum.
Fifteen or more persons present at any Annual or special meeting who are active members of the Association, either by individual or life membership, shall constitute a quorum for the transaction of the business of such meeting.

BYLAW VIVOTING
Section 1. Eligibility.
Each person who is an active member of the Association, either by individual or life membership, shall be eligible to vote on matters before the Association. Institutional Members who are otherwise individual members of the Association are also entitled to vote. Persons eligible to vote shall be entitled to one vote on matters before the Association.

Section 2. Votes at Meetings.
(a) Votes cast at meetings of the Association must be cast in person. Proxy votes will not be valid.
(b) Except as otherwise provided in these Bylaws, the affairs of the Association, including elections, shall be conducted by majority vote either at annual or special meetings of the membership, or by electronic ballot as provided in Section 3 below.

Section 3. Electronic Ballots.
(a)When in the judgment of the Executive Board, any question shall arise that should be put to a vote of the active membership, and when it deems it inexpedient to call a special meeting for that purpose, it may, unless otherwise required by these Bylaws, submit the matter to the membership in writing by electronic distribution for vote and decision, and the question thus presented shall be determined according to a majority of the votes received electronically within five weeks after such submission to the membership, provided that, in each case, the votes of at least fifty percent (50%) of the active membership shall be received. Action taken in this manner shall be as effective as action taken at a duly called meeting.
(b) Whenever possible, publication of the ballot proposal shall be made in the ORALL Newsletter for consideration by the membership and allowance made for comment in the next issue of the Newsletter in advance of electronic distribution of the ballot.

BYLAW VII – OFFICERS

Section 1. Kind, Election and Tenure.
The officers of this Association shall be a President, Vice President/President-Elect, Secretary and Treasurer. All officers of the Association must be individual or life members of the Association in good standing, and the President and Vice President/President-Elect must also be members of the American Association of Law Libraries. No officers shall hold more than one office in this chapter at one time, nor shall the President and Vice President/President-Elect hold office for more than two consecutive terms.

Section 2. Election.
(a)The Vice President/President-Elect shall be elected annually by the Association.
(b)The Secretary and the Treasurer shall be elected in alternate years by the Association, the Secretary in even-numbered years, and the Treasurer in odd-numbered years.

Section 3. Terms of Office.
(a) President.The Vice President/President-Elect shall become President at the close of the Annual Meeting one year following his/her election.
(b) Vice President/President-Elect.The Vice President/President-Elect shall assume office at the close of the Annual Meeting following his/her election.
(c) Secretary and Treasurer.The Secretary and Treasurer shall serve for two years upon assuming their respective offices at the close of the Annual Meeting following their election.

Section 4. Duties of Officers.
(a) President.
The President discharges the function of chief executive officer of the Association, and assumes office after completing the term of office as Vice President/President-Elect. The President appoints members to Standing and Special Committees of the Association and serves as Chairperson of the Executive Board. The President must be a member of the American Association of Law Libraries. The President has the authority to call and schedule special meetings of the Association. The President shall have the power, on behalf of the Association, to incur indebtedness in amounts not exceeding Five Hundred Dollars ($500.00), which amounts shall not in the aggregate exceed One Thousand Dollars ($1,000.00) in any calendar year. The President serves as an ex-officio member of all committees.

(b) Vice President/President-Elect.The Vice President/President-Elect must be a member of the American Association of Law Libraries. This officer serves as Chairperson of the Activities Committee and as a member of the Executive Board.

(c)Secretary. The Secretary handles the correspondence of the Association, prepares the minutes of the meetings, determines from the Treasurer and the Membership Committee who is eligible to vote in elections when the question arises, and transmits amendments to these Bylaws to the American Association of Law Libraries committee on constitution and bylaws. The Secretary prepares and sends all notices of elections for publication in the Newsletter pursuant to the provisions of these Bylaws. The Secretary serves as a member of the Executive Board and the Membership Committee.

(d)Treasurer.The Treasurer issues the dues notices to members in January and May and collects the dues, prepares the annual budget and the Treasurer’s Report containing a statement of accounts at the Annual Meeting. The Treasurer maintains the list of active members for submission to the Secretary prior to May 15th and to the Membership Committee. The Treasurer serves as a member of the Executive Board and as a member of the Membership Committee.

BYLAW VIII – EXECUTIVE BOARD

Section 1. Members and Terms of Office.
The property, business and affairs of the Association shall be managed by the Executive Board which shall be composed of the Officers of the Association, the retiring President and two members of the Association who are not officers. The non-officer members shall be elected for a term of two years, one of whom shall be elected annually by the Association. In the event a vacancy occurs on the Executive Board, the President shall be empowered to fill such vacancy until the next Annual Meeting when an election will be held to fill the unexpired term of that office. In the event the President is unable to complete her term, the Vice-President shall become the President and the new President shall be empowered to fill the Vice-President vacancy until the next Annual Meeting when an election will be held to fill the unexpired term of that office.

Section 2. Duties.
The Executive Board shall have general supervision of the affairs of the Association between its meetings, make recommendations to the Association and perform other duties as specified by these Bylaws or the parliamentary authority. The Executive Board shall be subject to the orders of the Association and none of its acts shall conflict with action taken by the Association.

Section 3. Powers.
Except as otherwise expressly delegated by the Executive Board or these Bylaws to an officer, or any committee or sub-unit, of the Association, the Executive Board shall have the sole power, on behalf of the Association, or any of its committees or sub-units, to incur indebtedness in excess of Five Hundred Dollars ($500.00), solicit funding, make public statements, issue public writings and establish and maintain relations with other organizations.

Section 4. Meetings.
The Executive Board must meet once each year at a place and a time to be designated by the President of the Association, and at such other times and places as the President or a majority of the Executive Board may direct.

Section 5. Quorum and Voting.
Four (4) members of the Executive Board shall constitute a quorum. Resolutions of the Executive Board shall be supported by a majority vote of the members present at the meeting.

BYLAW IX – COMMITTEES

Section 1. Standing Committees.
The President shall appoint the membership of the Standing Committees of the Association, which committees shall have duties as shall be assigned to them by the Executive Board. Members of Standing Committees shall be appointed by the President for a term of one year, except as otherwise provided in these Bylaws. The Standing Committees are:
AALL Arrangements
Bylaws and Guidelines
Education
Government Relations
Grants
Internet
Membership
Newsletter
Nominating
Publications

Section 2. Special Committees.
The President of the Association may appoint for a stated period of time, such Special Committees as in his/her judgment may be required to promote the best interests of the Association. At the end of that period, the continuation of each Special Committee shall be at the discretion of the President.

Section 3. Committee Reports.
The Chairperson of each Standing and Special Committee shall submit a report to the Executive Board at each Annual Meeting summarizing the activities of the committee during the year.

Section 4. Committee Jurisdiction.
The activity, jurisdiction and procedures of each committee shall be set forth in the Guidelines of the Association.

BYLAW X – PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Association may adopt.

>BYLAW XI – NOMINATIONS AND ELECTIONS

Section 1. Nominations.
(a)Nominations for officers and the non-officer members of the Executive Board shall be made by the Nominating Committee whose list of candidates shall be published as the “Report of the Committee” in the Spring issue of the Association Newsletter.
(b)The Nominating Committee shall be appointed by the President and shall contain a member from each State represented within the regional confines of the Association.
(c) Additional nominations may be made upon the written petition of five active voting members in good standing submitted to the Secretary no later than May 1st of the year. Such nominations by petition must be accompanied by the written acceptance of the nominee.

Section 2. Elections.
(a) The Secretary shall prepare an official ballot including nominations by petition. A brief biographical sketch of each nominee shall appear on the ballot. By May 15th, the Secretary shall distribute electronically a copy of the ballot to each voting member of the Association. Ballots shall be returned to the Secretary before June 15th. The candidates receiving the largest number of votes shall be declared elected and the results announced at the business section of the Annual Meeting. Where only one candidate is nominated for each office in one election, the Secretary need not distribute electronically a ballot but shall notify the membership of the results of the nomination process in the ORALL Newsletter.
(b) All officers shall otherwise serve in office until their successor is chosen.

BYLAW XII – ANTI-DISCRIMINATION

Membership in the Association, or participation in any activity of the Association, shall not be denied to any individual or abridged on account of race, color, religion, sex, age, national origin, sexual orientation, gender identity, or disability.

BYLAW XIII – SPECIAL INTEREST GROUPS

Section 1. Establishment.
Special Interest Groups may be created by the approval of the Executive Board of a written petition on ten (10) voting members of the Association. The petition shall state the purpose of the proposed Group and shall affirm that the Group has functioned as an informal caucus for three years immediately prior to the filing of the written petition.

Section 2. Membership & Chair.
Any active, or life, member of the Association may be a member of a Special Interest Group through a designation process determined by the Group. A chairperson shall be selected by the Group’s constituents and shall be responsible to the Executive Board. Each SIG’s Chairperson should insure that they are listed on the ORALL website.

Section 3. Bylaws.
Each Group may adopt bylaws for its own governance. These bylaws shall not be in conflict with those of the Association and shall be submitted to the Bylaws and Guidelines Committee for approval.

Section 4. Funds.
a)Funds necessary for the operating expenses of each Group shall include an amount to be determined annually by the Executive Board. It shall be a budgeted amount from the general operating funds of the Association. All expenses incurred by the Group shall be approved in advance by the chairperson of the Group and by the Executive Board of the Association. Such bills shall then be submitted to the Treasurer of the Association for payment. Requests for funds which exceed the budgeted amount shall be submitted for approval to the chair of the SIG and the Executive Board of the Association. At the end of the Association’s fiscal year, any unused portion of the budgeted amount will revert to the general operating funds of the Association.
b)Any Special Interest Group may charge annual dues. The amount and method
of collection shall be approved by the Executive Board of the Association. All funds received by a SIG shall be used for purposes incident to the fulfillment of the Association’s objectives. No SIG shall incur indebtedness for the Association.
c)No SIG shall solicit nor accept contributions from vendors for the purpose of supporting a Group’s meeting or program.

Section 5. Annual Reports.
Each SIG shall submit an annual report on its activities along with a financial statement to the Executive Board and membership of ORALL at each Annual Association Meeting.

Section 6. Dissolution.Dissolution of a SIG may be ordered by the Executive Board in one of two ways: (1) a majority of the SIG’s membership votes to dissolve and the chair notifies the Board; or (2) after consultation with the chair, the Board itself determines that the SIG’s objectives are not being fulfilled.

Upon dissolution, all assets revert to the Association.

BYLAW XIV – PROTECTION OF TAX EXEMPT STATUS

Section 1. Activities Restricted.
No part of the net earnings of the Association shall inure to the benefit of, or be
distributable to, its members, Executive Board members, officers or other private persons, except that the Association shall be authorized and empowered to make reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Bylaw II, including distributions to other such organizations under Section 501(c)(3) of the United States Internal Revenue Code of 1989 (or the corresponding provision of any future United States Internal Revenue law).

No substantial part of the activities of the Association shall be the carrying on of
propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office, including the publishing or distribution of statements. Notwithstanding any other provision of the Association’s articles of incorporation or these Bylaws, the Association 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 1986 (or the corresponding provision of any future United States Internal Revenue law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue code of 1986 (or the corresponding provision of any future United States Internal Revenue law).

Section 2. Dissolution.
Upon any dissolution, voluntary or involuntary, revocation of its charter,
insolvency or bankruptcy of the Association, the Executive Board shall, after paying or making provisions for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any future United States Internal Revenue law), as the Executive Board 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 Association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine.

BYLAW XV – AMENDMENT OF BYLAWS

Section 1.
Amendments to these Bylaws must be proposed by the Executive Board or by petition signed by no fewer than five (5) members of the Association. Such proposed amendments along with a summary of the purpose of the amendment must be filed with the Secretary seventy-five (75) days before a regularly scheduled meeting and notice setting forth the purpose and the wording of the proposed amendment shall be sent by the Secretary to all members not later than sixty (60) days prior to such meeting.

At such meeting, a proposed Bylaw amendment shall be subject to amendment or substitution, provided that the amendment is consistent with the original proposed Bylaw
amendment.

If two thirds of the members present and voting at such meeting are in favor of the amendment proposed, as it may be amended consistent with the purpose of the original proposal, it shall stand adopted.

Section 2.
Bylaws may also be adopted or amended by electronic ballot referendum as provided in Bylaw VI, Section 3(a), except that two thirds of the members voting by electronic ballot must be in favor of the amendment proposed to be adopted.

Section 3.
Amendments to these Bylaws shall be submitted to the American Association of Law Libraries Bylaws and Resolutions Committee by the Secretary upon adoption by the
membership of the Association.

BYLAW XVI – STANDING RESOLUTIONS AND GUIDELINES

Section 1. Content of Standing Resolutions.
Standing Resolutions pertain to policies and the description of specific procedures.

Section 2. Adoption of Standing Resolutions.
Standing Resolutions can be either proposed as motions at any meeting, or can be submitted as part of a report by any Committee, for approval by the members.

Section 3. Publication of Standing Resolutions.
Standing Resolutions should be numbered, dated and published in the order of their adoption following the Bylaws of the Association.

Section 4. Content of Guidelines.
Guidelines pertain to specific activities, jurisdiction and procedures of officers and committees.

Section 5. Adoption of Guidelines.
Guidelines shall be drafted as needed by the Bylaws and Guidelines Committee in consultation with committee members and officers. They shall be adopted by the
Executive Board.

Section 6. Publication of Guidelines.
The Guidelines may be published from time to time as directed by the Executive Board to promote broader understanding of the work of the Association.