BYLAWS
TENNESSEE HEALTH SCIENCE LIBRARY ASSOCIATION
ARTICLE I- NAME AND OFFICES
The name of the organization shall be the Tennessee Health Science Library Association (THeSLA)
Section 1.01 The name of the organization is “Tennessee Health Science Library Association (the “Corporation”). The principal office of the Corporation shall be located in the State of Tennessee, at 1924 Alcoa Hwy, U-111, Knoxville, TN, 37920. The Corporation may also have other offices within and without the State of Tennessee as the board of directors (collectively, the “Board” and individually, a “Director”) may from time to time determine or the operations of the Corporation may require.
ARTICLE II- PURPOSE
Section 2.01 The purposes of the Corporation shall be to promote education and cooperation among those responsible for health science libraries in Tennessee. In addition, the Corporation will strive to promote awareness and utilization of health information resources to health professionals.
ARTICLE III- MEMBERS
Section 3.01 Membership. Membership in the Corporation (the “Members”) shall be open to anyone engaged in or concerned with health science libraries and meeting the definition of a class of membership specified in Section 3.03 below.
Section 3.02 Membership Dues. The Board will establish a schedule of dues by membership class as a criteria for membership.
Section 3.03 Classes of Membership. The Corporation shall have four (4) classes of Members:
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- Full members – Voting. Full members must possess a library science or related degree, OR work in a library science or related position within the state of TN or a bordering state. They must work within a health sciences library or serve health science related audiences within their positions. This is not limited to academic libraries and could, for example, include a public librarian who frequently works with patrons on consumer health related concerns.
- Student members – Non-Voting. Students receive the same benefits and access as full members aside from the ability to vote. They pay a reduced membership fee. To qualify for student membership students must be enrolled in an MLIS or related field of study in the state of TN or a bordering state. They must be able to provide proof of current enrollment upon request.
- Retired members – Non-Voting. Retired members receive the same benefits and access as full members aside from the ability to vote. They are not charged dues. Retired members should be able to provide proof of retirement from a position at a health science library or a librarian position within the state of TN or a bordering state upon request.
- Partner members – Non-Voting. Partner members receive the same benefits and access as full members aside from the ability to vote. Partner memberships are open to vendors and other interested parties and pay the same membership fee as Full Members.
Section 3.04 Annual Meeting. The annual meeting of the Members for the nomination of Directors and for the transaction of such other business as may come before the Members, shall be held each year in the month of November, as may be fixed by the Board, or if not so fixed, as may be determined by the President of the Board (the ‘Annual Meeting of the Members.” The Board may, in its sole discretion, determine that the Annual Meeting of the Members be held solely by means of electronic communication, as more fully set forth in Section 3.06.
Section 3.05 each year at the place, time, and date, in the month of November, as may be fixed by the Board, or, if not so fixed, as may be determined by the President of the Board (the “Annual Meeting of the Members”). The Board may, in its sole discretion, determine that the Annual Meeting of the Members be held solely by means of electronic communication, as more fully set forth in Section 3.06.
Section 3.06 Special Meetings. Special meetings of the Members shall be held whenever called by resolution of the Board, or by the President, Vice-President, or Treasurer, or by a written demand to the Secretary of ten percent (10%) of the Members eligible to vote. The Secretary, upon receiving written demand or resolution, shall promptly give notice of such meeting as provided in Section 3.07, or if the Secretary fails to do so within five (5) business days thereafter, any Member signing such demand may give such notice. The President of the Corporation shall preside at the meetings of the Members, or in the absence of the President, the Vice President will preside. If neither are available, an acting President shall be chosen by the Members present. The Secretary of the Corporation shall act as Secretary at all meetings of the Members, or in the absence of the Secretary, an acting Secretary shall be chosen by the Members present. The Board may, in its sole discretion, determine that the meeting be held solely by means of electronic communication, as more fully set forth in Section 3.06.
Section 3.07 Electronic Communication. If the Board, in its sole discretion, determines that the Annual Meeting of the Members or any special meetings of the Members will be held solely by means of electronic communication, then the platform or service of such meeting shall be the place of the meeting. All voting for elections to the Board and officers shall be conducted electronically and open to all members following the Annual Meeting or any called Special Meetings. A Member participating in a Members’ meeting by such means is deemed to be present in person at the meeting.
Section 3.08 Notice of Meetings. Written or electronic notice of each Member meeting shall be given by mail or electronic transmission to each Member entitled to vote at such meeting not less than ten (10) days nor more than two (2) months before the date of the meeting. The notice shall state (i) the place, date, and hour of the meeting, (ii) the means of electronic communications, if any, by which Members may participate in the proceedings of the meeting and vote at such meeting, and (iii) unless it is the Annual Meeting of the Members, the purpose or purposes for which the meeting is called and indicate that the notice is being issued by or at the direction of the person or persons calling the meeting.
Section 3.09 Quorum. At all meetings of Members, ten percent (10%) of the Members eligible to vote present in person, shall constitute a quorum for the transaction of business. In the absence of a quorum, the Members present in person shall adjourn the meeting from that time until a quorum is present. Notice of the new meeting is not required if the time and place for the new meeting is announced at the meeting at which the adjournment is taken, and at the new meeting any business may be transacted which might have been transacted at the meeting as originally called.
Section 3.10 Voting Except as otherwise provided by statute or these bylaws, the vote of a majority of the Members present at the time of a vote, if a quorum is present at such time, shall be the act of the Members. At any meeting of the Members, each Member present shall be entitled to one (1) vote. The record eligibility of voting rights shall be set by the Board thirty (30) days before the date of the meeting.
Section 3.11 Action Without a Meeting. Action may be taken without a meeting on written consent, setting forth the action to be taken, signed by a majority of the Members. Such consent may be written or electronic.
Section 3.12 Actions Requiring Vote of Members. The following actions may not be taken without the approval of the Members:
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- A plurality of the votes cast electronically following a meeting of the Members is required for the election of Directors.
- Two-thirds (2/3) of the votes cast at a meeting of the Members is required for (i) any amendment of the Articles of Incorporation, (ii) disposing of all, or substantially all, of the assets of the Corporation, (iii) approval of a plan of merger, (iv) Authorization of a plan of non-judicial dissolution, or (v) revocation of a voluntary dissolution proceeding.
ARTICLE IV- BOARD OF DIRECTORS
Section 4.01 Powers and Number. The affairs and property of the Corporation shall be managed by or under the direction of the Board subject to applicable law and in accordance with the purposes and limitations set forth in the Articles of Incorporation and these Bylaws. The number of Directors shall be at least three (3) but no more than (5).
Section 4.02 Election and Term of Office. Directors shall hold office for a term of three [3] years and each shall serve for such term and until the election and qualification of a successor, or until such Director’s death, resignation, or removal. Directors may serve a maximum of [2] consecutive terms].
Section 4.03 Qualifications for Directors. Each Director shall be at least 18 years of age and a Member in good standing. Each Director should have demonstrated experience working in or in collaboration with libraries in a professional capacity. This does not mean that they must be a librarian themselves, but they must demonstrate concern for the welfare of the field. They must have some experience working with health information, instruction, or literacy. Again, this does not mean that they have to be a healthcare professional, but they should be someone with a background in the subject matter of health information as it relates to health science libraries.
They must demonstrate leadership and team building capabilities via work and/or extra-curricular activities.
Their behavior must reflect the core values of librarianship as described by the American Library Association (https://www.ala.org/advocacy/intfreedom/corevalues).
Retired Members are eligible to serve as directors and have full voting rights when serving as Directors.
Section 4.04 Newly Created Directorships and Vacancies. Vacancies occurring for any reason, including any vacancy resulting from an increase in the authorized number of Directors, or by reason of the death, resignation, or removal of a Director, may be filled at any meeting of the Board by the vote of the majority of the Directors then in office, although less than a quorum, or by a sole remaining Director. Each Director so elected shall serve until the next Annual Meeting of the Members or until such Director’s successor is elected or appointed and qualified.
Section 4.05 Removal. Any Director may be removed at any time with or without cause at a regular or special meeting called for that purpose by a majority of the Members.
Section 4.06 Resignation. Any Director may resign from the Board at any time by giving written notice to the Board, the President, or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect at the time of receipt by the Board or such officer. The acceptance of such resignation shall not be necessary to make it effective. No resignations shall discharge any accrued obligation or duty of a Director.
Section 4.07 Meetings. The annual meeting and regular meetings of the Board shall be held at such times and places as may from time to time be fixed by the Board or may be specified in a notice of meeting. Special meetings of the Board may be held at any time upon the call of the President or as determined by the Board in each case at such time and place as shall be fixed by the person or persons calling the meeting, as specified in the notice thereof.
Section 4.08 Notice of Meetings. Notice of a meeting may be sent by mail, courier service, or electronic mail, directed to each Director at his or her address or contact information as it appears on the records of the Corporation. Such notice shall state the time and place where the meeting is to be held and to the extent possible, the purpose(s) for which the meeting is called. Notice shall be deemed to have been given when sent, and if by mail, when deposited in the United States mail with prepaid postage thereon. Notice of any regular meeting for which the time and place is not fixed by the Board must be given to each director not less than seven (7) days before such meeting. Notice of a special meeting of the Board must be given to each director not less than two (2) days before such meeting. Notice of a regular or special meeting need not be given to a Director who submits a signed waiver of notice before or at the meeting’s commencement, or who attends the meeting without protesting (not later than the commencement of the meeting) the lack of notice to such Director.
Section 4.09 Quorum. At each meeting of the Board, except as otherwise provided by law or these Bylaws, the presence of a majority of the Board shall constitute a quorum for the transaction of business or any specified item of business. If a quorum is not present at any meeting of the Board, a majority of the Directors present may adjourn the meeting to another time without notice other than by announcement at the meeting, until such a quorum is present, except that notice of such adjournment shall be given to any Directors who were not present at the time of the adjournment.
Section 4.10 Action by the Board. Except as otherwise provided by law, the articles of incorporation, or these Bylaws, the vote of a majority of the Directors present at the time of a vote, if a quorum is present at such time, shall be the act of the Board.
Section 4.11 Meeting by Remote Communication. Any one or more members of the Board or any committee may participate in a meeting of the Board or such committee by means of a conference telephone, video conference, or similar communications equipment. Participation by such means shall constitute presence in person at a meeting provided that all persons participating in the meeting can hear each other at the same time and each Director can participate in all matters before the Board.
Section 4.12 Action Without a Meeting. Any action required or permitted to be taken by the Board or any committee may be taken without a meeting if all members of the Board or committee consent in writing to the adoption of a resolution authorizing the action. Such consent may be written or electronic. The resolution and written consents shall be filed with the minutes of the proceedings of the Board or such committee.
Section 4.13 Compensation. The Corporation shall not pay compensation to Directors for services rendered to the Corporation in their capacity as Directors, except that Directors may be reimbursed for reasonable expenses incurred in the performance of their duties to the Corporation. A Director may receive reasonable compensation for the performance of services provided to the Corporation in any capacity separate from his or her responsibilities as a Director when so authorized by a majority of the directors then in office and in accordance with Section 10.01 of these Bylaws.
ARTICLE V- COMMITTEES
Section 5.01 Committees. The Board may designate committees of the Board consisting of three (3) or more Directors, and may include non-Directors as well. Each committee shall have such authority as the Board shall by resolution provide, except that no such committee shall have authority as to the following matters:
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- The filling of vacancies on the Board or in any committee.
- The amendment or repeal of the Bylaws, or the adoption of new Bylaws.
- The amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable.
- Any other matter prohibited by the Tennessee Nonprofit Corporation Act.
Section 5.02 Quorum and Action by Committee. Unless otherwise provided by resolution of the Board, a majority of all of the members of a committee shall constitute a quorum for the transaction of business and the vote of a majority of all of the members of a committee shall be the act of the committee. The procedures and manner of acting of the committees of the Board shall be subject at all times to the directions of the Board.
ARTICLE VI- OFFICERS, EMPLOYEES, AND AGENTS
Section 6.01 Officers. The officers of the Corporation (the “Officers”) shall consist of at least a President, a Vice President, a Secretary, a Treasurer and a Membership Chair. The Board may from time to time appoint such other officers, including one or more vice presidents, as it may determine.
Section 6.02 Election, Term of Office, and Qualifications. The Officers shall be elected annually by a majority vote of the membership, being nominated at the annual meeting of the Board, and each Officer shall hold office until such Officer’s successor is elected and qualified or until such officer’s earlier death, resignation, or removal. No Officer need be a Director. One person may hold, and perform the duties of, more than one office, except that the same person may not hold the offices of President and Secretary. All officers shall be subject to the supervision and direction of the Board.
Section 6.03 Removal. Any Officer may be removed at any time, with or without cause, by a vote of a majority of the Board.
Section 6.04 Resignations. Any Officer may resign at any time by giving written notice to the Board. Unless otherwise specified in the notice, the resignation shall take effect at the time of receipt by the Board. The acceptance of such resignation shall not be necessary to make it effective.
Section 6.05 Vacancies. A vacancy in any office arising from any cause shall be filled for the unexpired portion of the term by the Board.
Section. 6.06 President. The President shall preside at all meetings of the Board, Executive Committee, and Members. The President shall have the general powers and duties of supervision and management of the Corporation which usually pertain to the President’s office, and shall keep the Board fully informed of the activities of the Corporation. The President shall perform all such other duties as are properly required of the President by the Board. The President will be an ex-officio member of all committees. With Board approval, the President may appoint officers to fill unexpired terms. The President has the power to sign and execute alone in the name of the Corporation all contracts authorized either generally or specifically by the Board, unless the Board shall specifically require an additional signature.
Section 6.07 Vice President/Program Chair. The Vice President/ Program Chair shall in the absence of the President, preside and assume all duties of the President. The Vice President/ Program Chair shall be program chair.
Section 6.08 Secretary. The Secretary shall record and keep the minutes of all meetings of the Board and Members in books kept for that purpose. The Secretary shall see that all notices and reports are given and served as required by law or these Bylaws. The Secretary shall perform all duties as usually pertain to the Secretary’s office or as are properly required of the Secretary by the Board. The Secretary shall serve as a member of the Membership Committee or other such committee as the Board may designate.
Section 6.09 Treasurer. The Treasurer shall have the care and custody of all the funds and securities of the Corporation and shall keep full and accurate accounts of all moneys received and paid by the Treasurer on account of the Corporation. The Treasurer shall present at all reasonable times the Corporation’s books of account and records to any of the Directors upon request. The Treasurer shall render a detailed statement to the Board of the condition of the finances of the Corporation at the annual meeting of the Board and shall perform such other duties as usually pertain to the Treasurer’s office or as are properly required of the Treasurer by the Board.
Section 6.10 Membership Chair. The Membership Chair shall be responsible for promoting membership and working with the Membership committee, for the annual membership renewal, for the compilation and maintenance of the annual membership list, and for any database of current members.
Section 6.11 Employees and Other Agents. The Board may from time to time appoint such employees and other agents as it shall deem necessary, each of whom shall have such authority and perform such duties as the Board may from time to time determine. To the fullest extent allowed by law, the Board may delegate to any employee or agent any powers possessed by the Board and may prescribe their respective title, terms of office, authorities, and duties.
Section 6.12 Compensation. Any Officer, employee, or agent of the Corporation is authorized to receive a reasonable salary or other reasonable compensation for services rendered to the Corporation when authorized by the Board, and only when so authorized and in accordance with Section 10.01 of these Bylaws.
ARTICLE VII- EXECUTION OF INSTRUMENTS
Section 7.01 Contracts and Instruments. The Board, subject to the provisions of Section 10.01 and the Corporation’s Conflict of Interest Policy, may authorize any Officer or agent of the Corporation to enter into any contract, to execute and deliver any instrument, or to sign checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness in the name of and on behalf of the Corporation. Such authority may be general or may be confined to specific instances. No instrument required to be signed by more than one Officer may be signed by one person in more than one capacity.
Section 7.02 Deposits. The funds of the Corporation shall be deposited in its name with such banks, trust companies, or other depositories as the Board, or officers to whom such power has been delegated by the Board, may from time to time designate.
ARTICLE VIII – INDEMNIFICATION AND INSURANCE
Section 8.01 Mandatory Indemnification. The Corporation shall indemnify a Director or former Director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a Director against reasonable expenses incurred by him or her in connection with the proceedings.
Section 8.02 Permissible Indemnification. The Corporation shall indemnify a Director or former Director, Officer, employee, or agent made a party to a proceeding because he or she is or was a Director, Officer, employee, or agent, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.
Section 8.03 Advance for Expenses. Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, as authorized by the Board in the specific case, upon receipt of (i) a written affirmation from the Director, Officer, employee, or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and (ii) an undertaking by or on behalf of the Director, Officer, employee, or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation in these Bylaws.
Section 8.04 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against the person and 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 power to indemnify the person against the liability under these bylaws or the laws of the state of Tennessee.
Section 8.05 Changes in Tennessee Law. If there is any change of the Tennessee statutory provisions relating to the subject matter of this Article, then the indemnification to which any person shall be entitled under this Article shall be determined by the changed provisions, but only to the extent that the change permits the Corporation to provide broader indemnification rights than the provisions permitted the Corporation to provide before the change. Subject to Section 8.7, the Board is authorized to amend these Bylaws to conform to any such changed statutory provisions.
Section 8.06 Amendment or Repeal of Article. No amendment or repeal of this Article shall apply to or have any effect on any Director, Officer, employee, or agent of the Corporation for or with respect to any acts or omissions of the Director, Officer, employee, or agent occurring before the amendment or repeal.
Section 8.07 Impact of Tax-Exempt Status. The rights to indemnification set forth in this Article are expressly conditioned upon such rights not violating the Corporation’s status as a tax-exempt organization described in 501(c)(3) of the Code.
ARTICLE IX – GENERAL PROVISIONS
Section 9.01 Books and Records. The Corporation shall keep at the office of the Corporation correct and complete books and records of the activities and transactions of the Corporation, including the minute book, which shall contain a copy of the Articles of Incorporation, a copy of these Bylaws, all resolutions of the Board, and all minutes of meetings of the Members and meetings of the Board and committees thereof.
Section 9.02 Annual Returns. The Board shall review the Corporation’s annual filing with the Internal Revenue Service prior to it being filed.
ARTICLE X – INTERESTED PARTY TRANSACTIONS
Section 10.01 Interested Party Transaction. An “Interested Party Transaction” is any contract or other transaction between the Corporation and (a) any Director, (b) any family member of a Director, (c) any corporation, partnership, trust, or other entity in which a Director is a director, officer, or holder of a financial interest, (d) any Officer, (e) any family member of an Officer, or (f) any corporation, partnership, trust, or other entity in which an Officer is a director, officer, or holder of a financial interest.
Section 10.02 In any instance where the Corporation proposes to enter into an Interested Party Transaction it shall follow the procedures and rules set forth in the Corporation’s Conflict of Interest Policy, attached to these Bylaws as Exhibit A.
ARTICLE XI – NON-DISCRIMINATION
Section 11.01 In all of its dealings, neither the Corporation nor its duly authorized agents shall discriminate against any individual or group for reasons of race, color, creed, sex, age, culture, national origin, marital status, sexual preference, mental or physical handicap, or any category protected by state or federal law.
ARTICLE XII – AMENDMENTS
Section 12.01 Amendment by the Board. These Bylaws may be altered, amended, or repealed by the affirmative vote of the majority of the Board present at any meeting of the Board at which a quorum is present.
Section 12.02 Amendment by the Members. These Bylaws may be altered, amended, or repealed by the affirmative vote of two-thirds (2/3) of the Members present at any meeting of the Members at which a quorum is present.
ADOPTED: May 9, 1977
REVISED: October 1982
REVISED: May 1983
REVISED: June 1986
REVISED: October 1999
REVISED: November 2009
REVISED: November 2010
REVISED: April 2015
REVISED: July 2021
REVISED July 2023
