By-Laws

1. Corporation

1.1  The principal office of COSLA, Inc. (the “Corporation”) is presently located at 701 North Fourth Avenue, Baton Rouge, Louisiana, and such principal office may be changed from time to time by the Board of Directors.
1.2  The Corporation may have such offices at such other places as the Board of Directors (hereinafter sometimes referred to as the 'Board') may from time to time determine or the business of the Corporation may require.

2.  Officers

2.1  The officers of this Corporation shall be a President, a Vice President-President Elect, a Secretary and a Treasurer.    
2.2  The duties of the officers shall be as follows:

President: The President shall be the chief executive officer of the Corporation.  The President shall preside at all meetings of the Board and membership and shall see that all orders and resolutions of the Board are carried into effect.  The President shall appoint all liaisons and chairpersons of committees and task forces and shall be an ex-officio member of all committees and task forces.  The President shall have the general powers and duties of supervision and management usually vested in the office of President and shall be the designated point of contact for the Executive Director to support the work of the Corporation.  Upon completion of the President's term, that person shall serve a two (2) year term as a member of the Board of Directors in the Past President role.

Vice President-President Elect: The Vice President-President Elect shall perform all the duties of the President in the absence of the President, or upon delegation by the President.

Secretary: The Secretary shall act as a Corresponding Secretary and will approve official minutes of Board and membership business meetings and shall upon request assist the President and Executive Director in drafting official correspondence for the organization.

Treasurer: The Treasurer is responsible for the fiscal welfare of the Corporation.  The Treasurer shall review financial reports and audits.  The Treasurer shall present reports to the Board and ensure they are available for review by the membership.

2.3  The term of the officers shall be for two (2) years or until their successors are elected or appointed.  No member may serve more than two (2) consecutive terms in the same office. If the office of any officer, other than that of the President, becomes vacant for any reason, the vacancy shall be filled for the unexpired portion of the term by the vote of a majority of the Board.  Unexpired portions of terms do not count against a member's eligibility to serve two consecutive Board terms in the same office.  If the Office of President becomes vacant, the then-current Vice President-President Elect becomes President for the remainder of the unexpired presidential term.
2.4  In the absence of any officer of the Corporation, other than the President, the Board may delegate the powers or duties of such officer to any other officer, or to any director, provided a majority of the Board concurs therein.

3.  Board of Directors

3.1  The governing body of the Corporation shall consist of a Board of Directors comprised of the Officers, two (2) members-at-large, and the immediate Past President.  The Executive Director will serve ex officio as a non-voting member of the Board.  The Board shall be the official representative of the Corporation, and shall have and exercise such powers as may be given to it by the Articles of Incorporation, the Bylaws, and any official action taken by the membership, in addition to those powers given to members of the Board by law.
3.2   Board member terms shall be two (2) years.  No member may serve more than two (2) consecutive terms in the same Board role.  All Board vacancies may be filled for the unexpired portion of the term by the vote of a majority of the Board except that of the office of the President.
3.3  Regular meetings of the Board shall be held at such time and place as the Board shall determine.  Special meetings of the Board may be called by the President on twenty-four (24) hours' notice to each director, either personally, by mail, by telephone, or by other electronic means.
3.4  A majority of the members of the Board shall constitute a quorum.
3.5  The Corporation shall indemnify, defend, and hold harmless each director and officer now or hereafter serving the Corporation from and against any and all claims and liabilities to which such director or officer may be or become subject by reason of such director's or officer's now or hereafter being or having heretofore been a director or officer of the Corporation and/or by reason of such director's or officer's alleged acts or omissions as such director or officer, and shall reimburse each such director or officer for all legal and other expenses reasonably incurred in connection with defending any or all such claims or liabilities, including amounts paid or agreed to be paid in connection with reasonable settlements made before final adjudication with the approval of the Board, whether or not such director or officer continues to be an officer or director at the time such expenses are incurred; provided, however, that no director or officer shall be indemnified against any claim or liability arising out of such director's or officer's own willful misconduct, nor shall such director or officer be indemnified against or reimbursed for any expenses incurred in defending any or all such claims or liability or in settling the same unless, in the judgment of the Board, the director or officer against whom such claim or liability is asserted has not been guilty of willful misconduct.  The foregoing right of indemnification shall not be exclusive of other rights to which any director or officer may be entitled as a matter of law.
3.6  No director, officer or member shall be liable for the obligations of the Corporation, except to the extent of any unpaid balances due by the member to the Corporation.

4.  Compensation of Officers and Directors

4.1  Officers and directors shall not receive any compensation for their services as such, but may be reimbursed for actual expenses reasonably incurred on behalf of the Corporation, subject to said expenses being substantiated by the usual receipts.

5.  Membership Meetings

5.1  A state governmental entity charged with statewide library development may hold membership and pay appropriate dues. Membership is applicable to the states of the United States, the District of Columbia, and the territories of the United States.  The head or acting head of the state department, division or other organizational unit of the branch directly charged with the statewide library development or their designated representative shall be named as a member for the entity.  Only members have the right to hold office and the right to vote.  Each state is entitled to only one member.  The right to vote and the right to hold office are conditional upon the payment of the annual membership dues.  If a member anticipates being absent at a membership meeting, that member may designate a delegate from its agency to cast a vote(s) on behalf of that member.  Such designation shall be in writing to the Executive Director or President no later than 24 hours prior to the meeting for which the designation is intended to be valid.  Such designation of a voting delegate expires at the conclusion of the meeting for which the designation was stipulated.  The opportunity to designate a voting delegate applies only to membership meetings and not to meetings of the Board, committees, or task forces.
5.2  The members of the Corporation shall meet at least three (3) times annually, the time and place of meetings to be determined by the President or the Board with reasonable notice of same to be given to all members at the prior annual meeting.
5.3  The annual meeting of the Corporation shall be in the fall.
5.4  Special meetings of the membership may be called by the President or the Board, at any time upon reasonable notice.  In addition, a special meeting shall be called when any six (6) members make a written request thereof to the President.  The President shall specify the time, place and purpose of such special meeting and at least three (3) days prior notice shall be given of any such special meeting either personally, by mail, by telephone, or by other electronic means.
5.5  A quorum shall consist of forty percent of the members.
5.6  By majority vote of those present and voting, an electronic ballot may be ordered on any issue or item of business.

6.  Elections

6.1  Elections of officers and members-at-large of the Board shall occur at the annual meeting.  Officers and Board members elected in even-numbered years will be Vice President/President-elect and one (1) at-large Director.  Officers and Board members elected in odd-numbered years shall be Secretary, Treasurer, and one (1) at-large Director.
6.2  At least nine (9) months before the annual meeting at which elections are to be held, the President, in consultation with the Board, shall appoint a nominating committee of three (3) members.  The Executive Director will serve ex officio as an additional non-voting member of the committee. Thirty (30) days before the annual meeting at which elections are to be held, the nominating committee shall nominate one or more persons for each officer and member-at-large position to be elected in that election cycle.  At the meeting, and prior to the election, nominations may be made from the floor.  Upon the close of nominations by motions from the floor, the election shall proceed and those persons receiving the majority of votes cast shall be elected.  The term of each newly elected member of the Board shall begin at the close of the annual meeting in which such person was elected.
6.3  The Board shall have the authority to call Special Elections at such times it deems necessary, as in the case of unanticipated Board vacancies, in order to maintain the orderly conduct of the Corporation's business, and in accordance with other provisions of these Bylaws.

7.  Committees

7.1  The President shall establish at the beginning of his or her term or at any time during the term such committees as are necessary to carry out the business of the corporation.  The President shall designate chairs and, if desired, co-chairs within the month following the annual meeting during which the President assumes office.  Normal terms of committee chairs and co-chairs will coincide with the two-year term of the President who appointed them.
7.2  Committee chairs shall appoint committee members in sufficient numbers to meet the committee charge and shall provide the Board a roster of committee members within two (2) weeks of formation.  Committee chairs may appoint additional committee members throughout their term.  In such cases, the Committee chair will advise the Executive Director of changes.  Only members of the Corporation are eligible to serve on committees.
7.3  The President may appoint task forces to accomplish specific tasks for a fixed term.  Such task forces may include nonmembers of the Corporation. 
7.4  Any member may recommend to the President the addition or deletion of a committee or task force.  Such recommendations will be approved upon authorization by a majority vote of the Board.  Newly approved committees and task forces will be formed pursuant to section 7.1 or 7.2 of these Bylaws.

8.  Meeting Attendance

8.1  Availability to attend meetings of the Board of Directors or membership by electronic means may be permitted at the discretion of the President, and availability to attend committee or task force meetings by electronic means may be permitted at the discretion of the committee or task force chair, provided such means do not place an undue financial burden on the Corporation or attendees. When electronic attendance is offered, any member may participate in the respective meeting by means of electronic communications methods so long as all persons participating in the meeting can hear each other and equally be heard. In such event, remote attendees are included in establishing the quorum.  Roll call voting shall be required of all attendees participating remotely.

9.  Financing

9.1  The Board may solicit, accept or reject any offers or contracts for funding of activities of the Corporation and shall, through the Treasurer, exercise supervision over all financial affairs, income and expenditures.

10. Liaison with other organizations

10.1  The Corporation shall encourage dialogue with other organizations on topics of mutual interest.  Liaison relationships include dissemination of resolutions and documents to organizations which the corporation determines may be interested.  Liaison relationships do not necessarily include automatic attendance at meetings.  Formal liaison relationships with other organizations may be established by the President or committees upon majority vote of the membership or the Board.
10.2  The President shall appoint all liaisons.  Normal terms of liaisons will coincide with the two-year term of the President, or the remainder of the term of the President, who appointed them.

11.  Amendments and Suspension of Bylaws

11.1  These Bylaws may be amended at any regular or special meeting of the members, upon an affirmative vote of two-thirds (2/3) of the members present and voting, provided written notice of the proposed amendment be included in the notice of the meeting.
11.2  One or more requirements of these bylaws may be temporarily suspended at any regular or special meeting of the members at which a quorum is present, by an affirmative vote of two-thirds (2/3) of the members present and voting. A motion for such suspension must include a list of all the provisions to be suspended, the reason for the suspension and the period of the time during which the suspension will be in force. The suspension of the bylaws may be rescinded at any regular or special meeting of the members at which a quorum is present, by an affirmative vote of two-thirds (2/3) of the members present and voting. Suspension of the Bylaws may also be invoked by unanimous written consent of members if balloting is by mail.

12.  Staff, Consultants, and Contractors

12.1  The Board may retain services of an Executive Director and/or association management agency to support the work of the Corporation and assist the Board in fulfilling its responsibility to lead the Corporation.

Certificate
I certify that the forgoing bylaws were unanimously adopted by the Board of Directors of the Corporation on this the 17th day of November, 1986.

Amended January 10, 1988
Amended April 9, 1995
Amended May 2, 2004
Amended May 2, 2005
Amended October 28, 2009
Amended May 4, 2016