COLORADO ASSOCIATION OF LAW LIBRARIES (COALL) BYLAWS
Article 1. Name
The name of this entity (this “Chapter” or this “Corporation”) shall be the “COLORADO ASSOCIATION OF LAW LIBRARIES” (“CoALL”), a chapter of the American Association of Law Libraries (“AALL”).
Article 2. Object
Section 1. The object of this Chapter shall be as a Corporation (Chapter), established for educational and scientific purposes. It shall be conducted as a nonprofit corporation under sec. 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”) (or the corresponding provision of any future United States Internal Revenue law) to:
- Promote librarianship;
- Develop and increase the usefulness of law libraries;
- Cultivate the science of law librarianship; and
- Foster a spirit of cooperation among the members of the profession, particularly those in Colorado.
Section 2. The Chapter shall conduct its affairs in conformity with the Bylaws of the AALL, as amended, [concerning AALL chapters or as otherwise incorporated by reference] which are hereby incorporated in their entirety and attached to these bylaws as Annex A. Art. 2, sec. 2: We need to add the Annex A material (current version of the AALL bylaws)—see https://www.aallnet.org/about-us/what-we-do/bylaws/.
Article 3. Geographic Designations
This Chapter is organized around a geographical area that includes Colorado and contiguous states.
Article 4. Membership and Dues
Section 1. Membership in this Chapter shall be open to any person or institution eligible for membership in the American Association of Law Libraries. The membership conferred on such a person or institution shall be of the same type as that which is or could be conferred by the AALL.
There shall be five (5) classes of membership:
- Institutional/Individual members. Any person in Colorado or a contiguous state may become an Institutional/Individual member upon payment of dues. A membership paid by an institution may be transferred to another individual if the original member leaves the organization by informing the membership chair.
- Student members. A person who is enrolled in law school or in a university degree program (or the substantial equivalent thereof at a non-degree higher education institution) that is related to librarianship and has an interest in law librarianship may become a student member upon payment of dues.
- Associate members. Any person not connected with a law library in Colorado or a contiguous state who through occupation or profession is interested in law libraries may become an associate member upon payment of dues.
- Life members. Any member who has been an active member of the Corporation for at least ten (10) years and who has retired from full-time library employment, has relocated to another state or country, or has left the practice of law librarianship may be elected to life membership upon recommendation of the executive board. Life members do not pay dues.
- Honorary members. Upon recommendation of the executive board, the Corporation may elect appropriate non-members as honorary members. Honorary members do not pay dues.
Section 2. Privileges and responsibilities of the various types of membership shall be the same as they are in the American Association of Law Libraries.
Section 3. The year for dues shall be the same as the fiscal year of the Corporation, July 1 – June 30. Dues from each class of membership shall be set by a majority vote of the executive board at the Chapter’s annual meeting.
Section 4. Members failing to pay dues by four months after the beginning of the fiscal year shall be suspended from membership. Suspended members may be reinstated at any time upon payment of the current year’s dues.
Section 5. Neither membership, nor full participation in the activities of this Chapter, shall be denied or abridged to any person on account of race, color, religion, gender, age, national origin, disability, sexual orientation, or gender identity.
Article 5. Meetings
Section 1. Annual Meeting
There shall be an annual meeting of the Chapter. Meetings shall be open to all members of the Chapter, but no person may vote in any meeting who is not a member in good standing.
Section 2. Special Meetings
Special meetings of the Chapter may be called by the president upon receiving a written petition requesting such a meeting, endorsed by at least twenty-five percent (25%) of members in good standing of the Chapter. Alternatively, the president, with the executive board’s consent, may call a special meeting.
Section 3. Notice
Notice of any meeting shall be given to each member at least ten (10) days before the meeting. Except as otherwise prescribed by statute, written notice of each meeting of the members stating the place, date and time of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered no fewer than ten (10) days (or if notice is mailed by other than first class, certified or registered mail, no fewer than thirty days) nor more than sixty days before the date of the meeting, either personally, by mail or private carrier, or by facsimile, electronic transmission or any other form of wire or wireless communication, by or at the direction of the president, or the secretary, or the other officer or person calling the meeting, to each member entitled to attend such meeting. If mailed, such notice shall be deemed delivered when deposited in the United States mail, addressed to each member at such member’s address as it appears in the records of the Corporation, with postage thereon prepaid. If delivered by private carrier, such notice is deemed delivered upon deposit with the carrier. If transmitted by facsimile, electronic transmission or by any other form of wire or wireless communication, such notice shall be deemed to be given when the transmission is complete. If the foregoing methods of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published. Any member may waive notice of any meeting before, at or after such meeting. The attendance in person or by proxy of a member at a meeting shall constitute a waiver of notice of such meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice. A member’s attendance at a meeting also waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
Section 4. Quorum
A quorum shall consist of five percent (5%) of members qualified to vote, which, for the avoidance of doubt, shall consist of any of the five (5) classes of members set forth above in Article 4, Section 1.
Section 5. Voting
Section 6. Action Without a Meeting.
Any action required or permitted to be taken at a meeting of the members, executive board, or any committee thereof may be taken without a meeting either by unanimous written consent or by written ballot. Action by unanimous written consent is taken when a consent in writing, setting forth the action to be taken, is signed by all of the voting members entitled to vote with respect to the subject matter thereof. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the members entitled to vote thereon. Action by written ballot may be taken as provided under the Act. A written ballot may not be revoked.
Article 6. Officers
Section 1. Officers
The officers of the Chapter shall be the president, vice president/president-elect, secretary, treasurer, membership chair, and member-at-large.
Section 2. Duties of Officers
- President. It shall be the duty of the president, subject to the direction and supervision of the executive board, to coordinate all business and projects through the executive board of this Chapter; appoint members to the committees of the Chapter, prepare required reports for and correspondence with the AALL Executive Director, as appropriate. The president must be a voting member in good standing of the American Association of Law Libraries.
- Vice President/President Elect. It shall be the duty of the vice president/president-elect to work with the executive board; to solicit and develop program ideas; and any other duties delegated by the executive board.
- Secretary. It shall be the duty of the secretary to maintain all written records of the Chapter, including the taking and reporting of minutes of business meetings; distribute ballots for annual elections and tabulate the results; and prepare reports as required.
- Treasurer. It shall be the duty of the treasurer to maintain all financial records of the Chapter; manage the budget; and prepare reports as required, including State of Colorado corporate filings and U.S. Internal Revenue Service tax forms.
- Membership Chair. It shall be the duty of the membership chair to manage the annual membership renewal drive and membership recruitment; process new and renewing membership applications; maintain accurate member records; prepare required reports for and correspondence with the Colorado Bar Association for complimentary membership access to the Bar website, including gated areas such as Casemaker.
- Member-at-Large. It shall be the duty of the member-at-large to represent the membership of the Chapter.
Section 3. Terms of Office
The vice president/president-elect shall serve a two-year term; the first year as vice president, and the second year as president. A new vice president/president-elect shall be elected each year.
The treasurer shall serve a two-year term and shall be elected every other year.
The secretary, membership chair, and member-at-large shall each serve a one-year term and shall be elected every year.
Officers shall serve until the adjournment of the annual meeting.
Article 7. Executive Board
There shall be an executive board consisting of the officers named above and the immediate past-president.
Section 1. General Powers
Except as otherwise provided in the Corporation’s articles of incorporation or in these bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed by, its executive board.
Section 2. Meetings
There shall be a regular annual meeting of the executive board immediately prior to, or concurrent with, the annual meeting of the Chapter, at a place determined by the board. Special meetings of the executive board may be called by the president, with the executive board’s consent. Members of the executive board or any committee thereof may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication or telecommunication by which all persons participating in the meeting may hear each other during the meeting. Action may be taken without a meeting, as provided in Article 5, Section 6 of these bylaws.
Section 3. Quorum and Voting
A majority of the executive board in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the executive board. The vote of a majority of the executive board present in a meeting at which a quorum is met shall be the act of the executive board, unless otherwise provided by these bylaws. In case of a tie vote, the motion is defeated.
Article 8. Committees
Section 1. General
There shall be such standing or special committees as the executive board or the membership shall create.
Section 2. Duties
Each committee shall submit to the executive board a written annual report of its activities which shall also contain any recommendations considered necessary or advisable. Additional reports may be submitted at the option of a committee or as requested by the executive board or president. Reports shall be posted to the Chapter’s website.
Article 9. Parliamentary Authority
The rules currently adopted by AALL shall govern the Chapter in all cases in which they are applicable to the extent they are not inconsistent with these bylaws and any special rules of order the Chapter may adopt.
Article 10. Nominations and Elections
Section 1. General Elections
- Nominations Chair. There shall be a nominations chair appointed by the executive board to solicit and otherwise nominate candidates for office at the next election. Names of candidates, together with their written acceptances, shall be presented to the Board of Directors for announcement to the members.
- Distribution of Ballots. The secretary shall electronically distribute ballots to all members of the Chapter. Voted ballots shall be returned to the secretary by a specified deadline. The secretary shall tabulate the votes and announce the results of the election to the Chapter. All candidates shall be notified of the results of the election at the earliest possible time.
- Tie Vote. In case of a tie vote, a run-off election shall be held by electronic distribution of a special ballot.
Section 2. Vacancies and Special Elections
All vacancies in offices shall be filled by the executive board for an interim term until the next regular election of officers, at which time said vacancies shall be filled by election, except that the vice-president shall automatically become president upon a vacancy in such office and shall continue as president until the expiration of the term for which that person was originally elected to serve as president.
Section 3. Voting
General and special elections shall be decided by the majority of the members voting.
Article 11. Amendment of Bylaws
Section 1. These bylaws may be amended at the annual meeting of the Chapter by a majority of members present and voting, or by a majority of the votes cast by a mail or electronic ballot conducted by the secretary.
Section 2. Notice of proposed amendments shall be provided to the Chapter’s members, or be published on the Chapter’s website, fifteen (15) days in advance of the meeting or of the distribution of ballots.
Section 3. Amendments of the bylaws shall be submitted by the president to Bylaws and Resolutions Committee of the AALL for review to ensure that the provisions proposed are not in conflict with any provisions of the AALL’s Bylaws and are otherwise consistent.
Article 12. Tax Exempt Status and Dissolution
Section 1. Restrictions
No part of the Chapter’s earnings or assets shall inure to the benefit of any member or officer except as reasonable compensation for services rendered. In addition, the Chapter shall not attempt to influence legislation as substantial part of its activities and it shall not participate in any campaign activity for or against political candidates.
Section 2. Dissolution
Upon dissolution of the Chapter, any assets remaining after payment of or provision for its debts and liabilities shall be disposed of by the executive board exclusively for the purposes of the Chapter or distributed to organizations that are qualified as tax-exempt organizations under section 501(c)(6). Any assets not so disposed shall be disposed of by a court of jurisdiction in the county in which the Chapter is registered. The court shall dispose of the assets as required of the Chapter.
Article 13. Indemnification
Section 1. Standards for Indemnification
- General Rule. Except as provided in Subsection 1.c. below, the Corporation may indemnify against liability incurred in any proceeding an individual made a party to the proceeding because he or she is or was an officer of the Corporation (including, for all purposes of this Article 13, service as a member of the executive board) if:
- He or she conducted himself or herself in good faith
- He or she reasonably believed:
- In the case of conduct in his or her official capacity with the Corporation, that his or her conduct was in the Corporation’s best interests, or
- That in all other cases, that his or her conduct was at least not opposed to the Corporation’s best interest
- In the case of any criminal proceeding, he or she has no reasonable cause to believe his or her conduct was unlawful.
- Effect of Judgment, Etc. The termination of any proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, is not of itself determinative that the individual did not meet the standard of conduct set forth in Subsection 1.a. above.
- No Indemnification. The Corporation may not indemnify an officer under this Section 1. Either:
- In connection with a proceeding by or in the right of the Corporation in which the officer was adjudged liable to the Corporation, or
- In connection with any proceeding charging improper personal benefit to the officer, whether or not involving action in his or her other official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her.
- Reasonable Expenses. Indemnification permitted under this Section 1. in connection with a proceeding by or in the right of the Corporation is limited to reasonable expenses incurred in connection with the proceeding.
Section 2. Mandatory Indemnification
Unless limited by the Articles of Incorporation, the Corporation shall be required to indemnify a person who is or was an officer of the Corporation and who was wholly successful, on the merits or otherwise, in defense of any proceeding to which he or she was a party against reasonable expenses incurred by him or her in connection with the proceeding.
Section 3. Court Ordered Indemnification
Unless limited by the Articles of Incorporation, an officer who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the following manner:
- Court Ordered Mandatory Indemnification. If it determines the officer is entitled to mandatory indemnification under Section 2. Above, the court shall order indemnification, in which case the court shall also order the Corporation to pay the officer’s reasonable expenses incurred to obtain court ordered indemnification.
- Court Ordered Non-Mandatory Indemnification. If it determines the officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he or she met the standard of conduct set forth in circumstances described in Subsection 1.c. of this Article 13, the court may order such indemnification as the court deems proper, except that the indemnification with respect to any proceeding in which liability shall have been adjudged in the circumstances described in said Subsection 1.c. is limited to reasonable expenses incurred.
Section 4. Indemnification Procedure
- Indemnification Determination. The Corporation may not indemnify an officer under Section 1. of this Article 13 unless authorized in the specific case after a determination has been made that indemnification of the officer is permissible in the circumstances because he or she has met the standard of conduct set forth in Subsection 1.a.
- Method of Determination. The determination required to be made by Subsection 4.a. shall be made:
- By the Corporation’s executive board by a majority vote of a quorum, which quorum shall consist of executive board members not party to the proceeding, or
- If a quorum cannot be obtained, by a majority vote of a committee of the executive board designed by the executive board, which committee shall consist of two (2) or more executive board members not party to the proceeding, may participate in the designation of the executive board members for the committee.
- Alternative Procedure. If the quorum cannot be obtained or the committee cannot be established under Subsection 4.b., or even if a quorum is obtained or a committee designated if such quorum or committee so directs, the determination required to be made by Subsection 4.a. shall be made:
- By independent legal counsel selected by a vote of the Corporation’s executive board or the committee in a manner specified in clause (i.) or (ii.) of this Subsection 4.c. or, if a quorum of the full executive board cannot be obtained and a committee cannot be established by independent legal counsel selected by a majority vote of the full executive board, or
- By a majority of the regular members present at a meeting called for such purpose.
- Expenses. Authorization of indemnification and evaluation as to reasonableness of expenses shall be make in the same manner as the determination that indemnification is permissible, except that, if the determination the indemnification is permissible is made by independent legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by the body that selected said counsel.
Section 5. Prepayment or Reimbursement of Expenses
- Prepayment. The Corporation may pay for or reimburse the reasonable expenses incurred by an executive board member who is a party to a proceeding in advance of the final disposition of the proceeding if:
- The executive board member furnished the Corporation a written affirmation of his or her good faith belief that he or she has met the standard of conduct described in clause (i.) of Subsection 1.a.
- The executive board member furnishes the Corporation a written undertaking, executed personally or on his or her behalf, to repay the advance if it is determined that he (or she) did not meet such standard of conduct, and
- A determination is made that the facts then known to those making the determination would not preclude indemnification under this Section 5.
- Undertaking. The undertaking required by clause (ii.) of Subsection 5.a. shall be an unlimited general obligation of the executive board member, but need not be secured and may be accepted without reference to financial ability to make repayment.
Section 6. Validity
- Consistency. A provision concerning the Corporation’s indemnification of or advance for expenses to executive board members contained in its Articles of Incorporation, a resolution of its members or executive board members, or in a contract, except for insurance policies, shall be valid only if and to the extent the provision is consistent with this Article 13 and, if indemnification is limited by the Corporation’s Articles of Incorporation, is consistent with said Article.
- No Limitation. This Section 6. shall not limit the Corporation’s power to pay or reimburse expenses incurred by an executive board member in connection with his or her appearance as a witness in a proceeding at a time when he or she has not been made a named defendant or respondent in the proceeding.
Section 7. Officers, Employees, and Agents
Unless limited by the Articles of Incorporation:
- Mandatory Indemnification. An officer of the Corporation who is not an executive board member is entitled to mandatory indemnification pursuant to Section 2. of this Article 13 and is entitled to apply for court ordered indemnification pursuant to Section 3. of this Article 13 in each case to the same extent as an executive board member
- Expenses. The Corporation may indemnify and advance expenses pursuant to Section 5. of this Article 13 to an officer, employee, or agent of the Corporation who is not an executive board member, and
- Additional Indemnification. The Corporation may indemnify and advance expenses to an officer, employee, or agent of the Corporation who is not an executive board member to a greater extent if consistent with law and if provided for by the Articles of Incorporation, the Bylaws, resolution of the members or executive board member, or in a contract.
Section 8. Insurance
The Corporation may purchase and maintain insurance on behalf of an individual who is or was and executive board member, officer, employee, fiduciary or agent of the Corporation and who, while an executive board member, was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise or employee benefit plan against any liability asserted against or incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article 13.
Section 9. Report to Members
Any indemnification of or advance of expenses to an executive board member in accordance with this Article 13, if arising out of a proceeding by or on behalf of the Corporation, shall be reported in writing to members with or before the notice of the next membership meeting.
Section 10. Governing Law
This article 13 shall be governed by and construed in accordance with CRS 7-129-101 et seq.
Section 11. Savings Clause
If any provision of the Colorado Nonprofit Corporation Act or these Bylaws dealing with indemnification shall be invalidated by any court on any ground, then the corporation shall nevertheless indemnify each party otherwise entitled to indemnification hereunder to the fullest extent permitted by law or any applicable provision of the Colorado Nonprofit Corporation Act or these bylaws that shall not have been invalidated. Notwithstanding any other provision of these Bylaws, the Corporation shall neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with the qualification of the Corporation as an organization described in section 501(c)(3) of the Code, or that would result in the imposition of any liability under either section 4941 or section 4958 of the Code.
Article 14. Limitation of Director and Officer Liability
A director (including any member of the executive board) or officer of the Corporation shall not be liable to the Corporation or its members for monetary damages for breach of fiduciary duty as a director or officer, except that such provision shall not eliminate or limit the liability of a director or officer to the Corporation or its members for monetary damages for:
- Any breach of the director’s or officer’s duty of loyalty to the Corporation or its members
- Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or
- Any transaction from with the director or officer derived an improper benefit.
Article 15. Miscellaneous
Section 1. Gender
Whenever required by context, the singular shall include the plural, the plural the singular, and other gender shall include all genders.
Section 2. Invalid Provision
The invalidity or unenforceability of any particular provision of these Bylaws shall not affect the other provisions herein, and these Bylaws shall be construed in all respects as if such invalid or unenforceable provision was omitted.
Section 3. Governing Law
These Bylaws shall be governed by and construed in accordance with the laws of the State of Colorado.
Section 4. Effective Date
These Bylaws shall become effective immediately upon their approval by the membership of the Corporation.
Section 5. Expenses
In no event will this Chapter incur expenses on behalf of the AALL nor will it commit the AALL by any declaration of policy.
Section 6. Designated Contributions
The Corporation may accept any contribution, gift, grant, bequest or devise that is designated, restricted or conditioned by the donor, provided that the designation, restriction or condition is consistent with the corporation’s general tax-exempt purposes. Donor-designated contributions will be accepted for special funds, purposes or uses, and such designations generally will be honored. However, the corporation shall reserve all right, title and interest in and to and control over such contributions, and shall have authority to determine the ultimate expenditure or distribution thereof in connection with any such special fund, purpose or use. Further, the Corporation shall acquire and retain sufficient control over all donated funds (including designated contributions) to assure that such funds will be used exclusively to carry out the corporation’s tax-exempt purposes.
The undersigned certifies that she is the Secretary of the Colorado Association of Law Libraries (CoALL), a Colorado nonprofit corporation, and that, as such, the undersigned is authorized to execute this certificate on behalf of said corporation, and further certifies that attached hereto is a complete and correct copy of the presently effective bylaws of said corporation.
Dated: , 2021.
Adopted Dec. 10, 2009. Amended June 30, 2015. Amended September 20, 2021.