Restated Bylaws
as adopted by the Board of Trustees on July 15, 2010
ARTICLE I — Name, Purpose, and Membership
Section I. Name - The official name of the organization shall be the Bibliographical Center for Research, Rocky Mountain Region, Inc. (BCR), a nonprofit library/information science service and educational research corporation legally chartered by the Secretary of State of the State of Colorado under the provisions of the Colorado Nonprofit Corporation Act.
Section II. Purpose - The purpose for which BCR is organized is the improvement of library and information services through libraries and library agencies by facilitating access to information, promoting interlibrary cooperation, and improving library and library agency service capabilities, including the staff development of library personnel and the pursuit of research and development activities to enhance librarianship.
Section III. Membership - Eligibility for membership in BCR shall be open to any library or the state library agency in any state deemed appropriate for membership by the Board of Trustees. A voting member of BCR shall be either an institution that has contract(s) with BCR for ongoing service(s) or is located in a state covered by a state membership. State library members shall be those state library agencies paying a state membership and contracting with BCR on behalf of libraries in their states.
Any library, organization, institution, or individual whether located in a member state or not, is eligible to contract directly with BCR for products and services made available by BCR to users and participants.
ARTICLE II — Board of Trustees
Section I. Powers - Management of the business, property and affairs of BCR shall be vested in and controlled by the Board of Trustees. The Board of Trustees, acting alone, may authorize a merger or dissolution, or sale or transfer of assets other than in the usual and regular course of business. In addition to powers granted by the Articles of Incorporation and these Bylaws, the Board of Trustees may exercise all such powers and perform all such lawful acts as are not prohibited by statute or by the Articles of Incorporation or by these Bylaws.
Section II. Membership - The Board of Trustees shall number no more than 7 and shall be drawn from the members of BCR. The BCR President and CEO shall be a nonvoting member of the Board of Trustees.
Section III. Nominations - New members of the Board will be appointed through an approval process conducted by the Board before April 1 each year.
Section IV. Vacancies - Any vacancy on the Board of Trustees that occurs before the end of the term of office of that Trustee may be filled by appointment by the Board of Trustees for the remainder of the term according to Section VI below.
Section V. Removal - Any Trustee who does not perform the function of office by virtue of absence at two successive meetings without due cause, removal from the geographic area or changing type of library, may be removed from office by a majority vote of the Board of Trustees. The Board of Trustees may also remove a Trustee at any time for cause, by an affirmative vote for removal by three-fourths of the remaining Trustees of the Board of Trustees. Any vacancy occurring by such removals shall be filled in a manner prescribed in Section VI below.
Section VII. Terms of Office
A. Trustees shall be appointed for two-year terms effective immediately in the year of the appointment.
B. A Trustee may resign at any time by rendering to the Chair of the Board of Trustees a written resignation, which will be effective upon acceptance.
C. A vacancy on the Board of Trustees prior to the end of the term of office shall be filled by appointment made by the Board Chair and ratified by a two-thirds majority vote of the remaining Trustees.
Section VIII. Board Meetings - The Chair of the Board of Trustees may call meetings of the Trustees at such time and place as deemed necessary. Notice of said meetings of the Board of Trustees shall be given by the most expedient means under the circumstances, but, if possible, at least two weeks before the meeting. The Board of Trustees shall hold at least four meetings each year, such that at least one meeting is held in each calendar quarter. The last regularly scheduled meeting held prior to the first day of July of each year shall be designated the Annual Meeting. Meetings may be held via conference call, webinar, videoconference or other electronic means.
Section IX. Quorum - A quorum of the Board of Trustees shall consist of one half of the trustees. A majority vote of those present either in person or by conference call, webinar, videoconference or other electronic means, providing there is a quorum, shall be sufficient to transact all business, unless excepted by these Bylaws, and be an act of the Board of Trustees and BCR. Except as may be otherwise specifically provided for by statute, the Articles of Incorporation, or these Bylaws, Robert's Rules of Order shall prevail.
Section X. Committees - Committees may be established by the Board of Trustees, which may delegate to such committees, or to the officers of the Board of Trustees of BCR, such powers and duties as the Board of Trustees may designate. The Chair of the Board of Trustees, or his or her designated authority, shall appoint all members of the committees.
Section XI. Fees - The Board of Trustees may determine, establish, and assess membership, participation, and other fees as necessary to fund the services and operations of BCR.
Section XII. Authority - Authority to make disposition of funds or property in accordance with the recitation of objects, purposes and powers contained in the Articles of Incorporation of BCR shall be in the Board of Trustees. Such authority may be delegated by an instrument in writing to such officer or officers, or committee or committees composed of Trustees, as the Board deems desirable or convenient.
Section XII. Compensation - Trustees shall not receive any stated salary or fees for their services as such, except that they may be reimbursed for actual approved expenses incurred in the performance of same for BCR.
Section XIII. Conflict of Interest - Trustees shall disclose any conflict of interest or potential conflict of interest to fellow Trustees. No Trustee, the entity by whom he/she is employed, or any other affiliate of the Trustee, shall receive benefit, monetary or otherwise, as a result of the Trustee’s involvement with BCR without the Board of Trustees’ explicit approval.
ARTICLE III — Officers of the Corporation
Section I. Officers - The Officers of the Corporation shall be the Chair of the Board of Trustees, the Vice-Chair of the Board of Trustees, who are elected from among all of the members of the Board of Trustees, and the Secretary-Treasurer, who is also the President and CEO and is appointed by the Board of Trustees.
Section II. Election - The Chair and Vice-Chair of the Board of Trustees shall each be elected for a two-year term by a two-thirds majority vote of the Board of Trustees at the last regularly scheduled meeting of the Board of Trustees held prior to the first day of July.
Section III. Vacancies - A vacancy in the office of Vice-Chair of the Board of Trustees occurring during the year shall be filled by the Board of Trustees from among all the eligible members of the Board of Trustees. A vacancy in the office of Chair of the Board of Trustees shall be filled by the incumbent Vice-Chair of the Board of Trustees. In the event of absence or inability of any officer to act, the Board of Trustees may delegate the powers or duties of such officer to any other officer or Trustee it may select.
Section IV. Chair - The Chair of the Board of Trustees, a voting member of the Board of Trustees, shall call, preside at and conduct all meetings of the Board of Trustees and perform such duties as are incident to the office.
Section V. Vice-Chair -The Vice-Chair of the Board of Trustees, a voting member of the Board of Trustees, shall exercise all the functions of the Chair in the event of the latter's death, resignation, removal, absence, or inability to act.
Section VI. President and CEO - The President and CEO, appointed by the Board of Trustees, functions as the Secretary-Treasurer of the Corporation.
A. The President and CEO shall administer the affairs of BCR according to such policies and directives as may be approved by the Board of Trustees.
B. The President and CEO shall hire staff as may be required, shall submit periodically a financial and activities plan to the Board of Trustees, and shall prepare an annual report on the activities and finances of the past fiscal year.
C. The President and CEO shall sign and execute all contracts; have custody of, and shall affix and attest, the Corporate Seal of BCR; shall keep minutes of all meetings of the Board of Trustees and have custody of the corporate records and proceedings of BCR; shall perform other such functions as are normally performed by a corporate secretary and treasurer; shall have custody of all money and other things of value, held in the name of BCR, and shall keep or direct the maintenance of the books of account and other financial records of BCR.
ARTICLE IV — Amendment of Bylaws
These Bylaws may be altered, amended, suspended, or repealed at any meeting of the Board of Trustees by a three-fourths majority of the Trustees present at any meeting.
