ARTICLE I. Name, Boundaries, and Registered Office

Section 1. Name
The name of this organization shall be the Southern Chapter (SC) of the Medical Library Association (MLA), Incorporated.

Section 2. Boundaries
The boundaries of this Chapter shall include the states of Alabama, Florida, Georgia, Mississippi, South Carolina, Tennessee; the Commonwealth of Puerto Rico; and the United States Virgin Islands.

Section 3. Registered Office
The registered office of the Chapter (to satisfy the requirements of the Internal Revenue Code) shall be JB Corporate Services, Inc., One IBM Plaza, Suite 3700, Chicago, IL  60611.

ARTICLE II. Purpose

The purpose of this Chapter shall be to promote activity and interest in the Medical Library Association; to unite all those engaged or interested in health science library and information activities; to serve as a means by which Chapter concerns are represented nationally; to promote the cause of health science librarians and libraries; to improve cooperation, communications, and exchange of information and resources among the members; to provide opportunities for continuing education of health sciences librarians; and to support and encourage group activities for mutual benefit, enjoyment, and education.

ARTICLE III. Membership

Section 1. Members
Both members and nonmembers of the Medical Library Association may belong to this Chapter. Membership shall be open to any interested person. Application for membership shall be made on the form provided by the Chapter.

Section 2. Rights and Privileges
A. Each member shall have one vote and is eligible: to vote on all decisions affecting only the Chapter; to vote for Chapter officers, with the exception of the officers listed in Section 2.B.; and to serve on Chapter committees.

B. Chapter members who are also Voting Members of the Medical Library Association may serve as Representative or Alternate Representative to the MLA Chapter Council; may be a potential candidate for the MLA Nominating Committee; may vote on the selection of the Chapter's Representative and Alternate Representative to the MLA Chapter Council; may vote for the potential candidate for the MLA Nominating Committee; and shall be qualified to move or to vote on recommendations to the Chapter Council regarding MLA policies or actions.

C. Officers of this Chapter shall be Voting Members of the Medical Library Association.

Section 3. Dues
A. Dues shall be determined by a majority vote of those present and eligible to vote at an annual meeting. Chapter dues may not exceed MLA membership dues for Regular Members.

B. Chapter dues shall be payable on joining the Chapter and thereafter by April 30 for the current year. Applicants shall become members upon receipt of their dues by the Secretary/Treasurer of the Chapter. If dues are unpaid by April 30 for the current year, the dues shall be considered in arrears and without further notice the member shall be suspended from all rights and privileges.

C. Dues shall be assessed on an annual basis for the period of one calendar year.

D. The fiscal year of this Chapter shall be January 1 - December 31.

ARTICLE IV. Officers

Section 1. Officers and Term of Office
A. Elective offices of the Chapter shall be a Chair, a Vice Chair/Chair Elect, a Secretary/Treasurer, a Representative to the Chapter Council, an Alternate Representative to the Chapter Council and an Immediate Past-Chair.

B.The term of office of the Chair shall be, in succession, one year as Program Chair-Elect, the second year as Chair-Elect/Program Chair, the third year as Chair, and the fourth year as Immediate Past Chair.  No one may serve more than one successive term as Program Chair-Elect, Chair-Elect/Program Chair, Chair and Immediate Past Chair, except where a vacancy is filled in accordance with Article 4, Section 4. A.

C. The term of office of the Secretary/Treasurer shall be one year. An individual may not serve more than one successive term as Secretary/Treasurer.

D. The term of office of the Representative to the Chapter Council shall be three years, except that if the Representative's term be made shorter by action of the Council or the Bylaws of the Medical Library Association, the term will coincide with that action.

E. The term of office of the Alternate Representative to the Chapter Council shall be the same as that of the Representative.

F. Elected officers, except Representative to the Chapter Council and Alternate Representative to the Chapter Council, shall take office at the close of the SC/MLA Annual Meeting following their election and serve, unless they resign, die, become incapacitated, or are removed, until the close of the SC/MLA Annual Meeting at the end of their terms of office or until their successors are elected and assume their duties.

G. The Executive Board (defined below) shall appoint a Bookkeeper, Convention Chair, Credentialing Liaison, Membership Database Manager, Newsletter Editor, Parliamentarian, Government Relations Liaison, and other appointed officers as needed.

H. The term of office for each appointed officer shall run concurrent with that of the Executive Board appointing them. These persons may be reappointed to serve additional terms.

Section 2. Duties
A. The duties of the Chair shall be to preside over all meetings of the Chapter and of the Executive Board and to represent the Chapter at all times and on all occasions not in conflict with any other officer's defined duties and responsibilities, and with the exception of the Nominating Committee to be an ex officio member of all committees, to appoint committee chairs, and to approve the appointment of all committee members. Further duties shall be to submit an Annual Report to MLA Headquarters by the date requested, to review and submit the annual IRS tax report as required, to provide leadership in soliciting membership recommendations concerning MLA policies and issues, and to perform all other duties prescribed by these Bylaws and by the parliamentary authority adopted by the Chapter.

B. The duties of the Vice Chair/Chair Elect shall be to serve as Chair whenever the Chair is not able to do so, to serve as chair of the annual meeting Program Committee, and to perform all other duties prescribed by these Bylaws and by the parliamentary authority adopted by the Chapter.

C. The duties of the Immediate Past-Chair shall be to serve as Chair of the Nominating Committee, to serve on the Strategic Planning Committee, and to perform all other duties prescribed by these Bylaws and by the parliamentary authority adopted by the Chapter.

D. The duties of the Secretary/Treasurer shall be to be responsible for incoming and outgoing correspondence, to prepare minutes of all Chapter business meetings and meetings of the Executive Board, to exercise oversight of Chapter monies, and to perform all other duties prescribed by these Bylaws and by the parliamentary authority adopted by the Chapter.

E. The duties of the Representative to the Chapter Council shall be to represent the Chapter on the MLA Chapter Council by attending the meetings of the Council, to transmit to the Council recommendations that have been approved by the Chapter, to communicate Council business to the officers and membership of the Chapter at the Chapter's business meeting, and to present the Chapter's potential MLA Nominating Committee candidate to the Chapter Council.

F. The duties of the Alternate Representative to the Chapter Council shall be to attend the meetings of the Chapter Council, to serve as representative whenever the Representative is unable to do so, to assume the office of Representative and serve out the unexpired term should the Representative become unable to complete the term of office or should the Representative be elected Chair of the Chapter Council.

G. The duties of the Convention Chair shall be to serve as the official representative of the library (or group of libraries and/or group of individuals) that has agreed to serve as host for the next annual meeting and that has been accepted as such by the membership. The Convention Chair has the responsibility for the arrangements for the next annual meeting and for the mailing of the annual meeting registration packets as provided in these Bylaws.

H. The duties of the Bookkeeper shall be to be responsible for the collection, receipt, custody and proper disbursement of all monies due to or owed by the organization, and to be responsible for the maintenance of Chapter financial records and for the preparation of the IRS tax report. The Bookkeeper shall pay all bills and meet all financial obligations of the Chapter, provided that such bills and obligations have been incurred with the consent of the Chair and/or the Executive Board.

I. The duties of the Parliamentarian shall be to advise the Chair and other members of the Executive Board on matters of parliamentary procedure.

J. The duties of the Credentialing Liaison shall be to assist Chapter members in attaining certification as health information professionals through membership in the Academy of Health Information Professionals and to attend all meetings of the MLA Credentialing Committee as the Southern Chapter Credentialing Liaison.

K. The duties of the Membership Database Manager shall be to maintain the membership database, containing records of dues payments, address information, committee volunteer record, and MLA membership status; to generate dues invoices; to collect dues and forward to Chapter bookkeeper; to generate mailing labels and mailing lists; to publish yearly membership directory and provide quarterly updates via Chapter newsletter; to provide Chapter leaders with committee volunteer names; to maintain an electronic version of SC/MLA Bylaws and SC/MLA Strategic Plan; and to serve as an ex officio member of the Chapter's Membership, Strategic Plan and Bylaws committees.

L. The duties of the Newsletter Editor shall be to publish the Chapter newsletter at regular intervals as specified by the Executive Board.

M. The duties of the Government Relations Liaison shall be to establish and maintain communication with the MLA Governmental Relations Committee and to disseminate to the chapter issues, actions and concerns of the committee.

Section 3. Nominations and Elections
A. The Executive Board shall appoint, at least nine months prior to the annual meeting, a Nominating Committee consisting of four members and the Immediate Past-Chair who serves as the Committee Chair. Members are appointed for a one year term.

B. The Nominating Committee shall prepare annually a slate of at least one nominee for Vice Chair/Chair-Elect, Secretary/Treasurer and potential MLA Nominating Committee Candidate. All nominees must meet the qualifications set forth in these Bylaws. Every three years, the Committee shall nominate at least one person each for the office of Chapter Representative and Alternate Representative.

C. Ballots, accompanied by biographical data, shall be distributed to the voting membership by the Chapter Secretary/Treasurer no later than nine weeks prior to the annual meeting and received by the Chapter Secretary/Treasurer by the date previously announced for counting ballots, which shall be at least three weeks after ballots are distributed. Ballots received after the date announced for counting shall be destroyed. Write-in candidates who meet the qualifications set forth in the Bylaws shall be accepted. Candidates for the Vice Chair/Chair Elect, Secretary/Treasurer, Chapter Representative, and Alternate Chapter Representative shall be declared elected upon receiving a majority of the votes cast. Where there are more than two candidates, a plurality shall elect. Should a tie occur, selection shall be made by the Executive Board.

Section 4. Vacancies
A. A vacancy arising in the office of Chair shall be filled by the Vice Chair/Chair Elect, who shall cease to be Chair Elect, shall serve out the unexpired term of the Chair, and shall continue as Chair for the full succeeding term to which he or she was elected.

B. A vacancy arising in the office of Representative to the Chapter Council shall be filled by the Alternate Representative, who shall cease to be Alternate Representative, and shall serve out the unexpired term of the Representative.

C. A vacancy arising in any other elective office shall be filled by the Executive Board. Any officer or committee member leaving the Chapter for a period of three months or more will be expected to resign.

Section 5. Candidate for the MLA Nominating Committee
A. The name of one Voting Member of the Medical Library Association, chosen by election, shall be submitted each year to the Chapter Council as a potential candidate for membership on the MLA Nominating Committee; this submission shall be made to the Council before its final assembly at the MLA Annual Meeting. The potential candidate shall prepare a biographical statement and a signed statement of willingness-to-serve if elected as a member of the MLA Nominating Committee. This statement shall accompany the name submitted.

B. No person shall consent to being a potential candidate or a candidate for membership on the MLA Nominating Committee who is already such a potential candidate or candidate from some other unit of the Medical Library Association; no candidate for membership on the MLA Nominating Committee shall also be a candidate for an elective office of the Medical Library Association, or vice versa.

C. No one shall serve on the MLA Nominating Committee as a voting member for more than one term during a period of five years.

ARTICLE V. Meetings

Section 1. Meetings
A. At least one meeting shall be held in each fiscal year. Additional meetings shall be held if necessary. All meetings shall be held at a time and place convenient for members. One meeting of the Chapter should be called the "Annual Meeting."

B. A registration fee shall be payable by all persons attending the annual meeting. These fees are to be set so that they defray the cost of the annual meeting.

Section 2. Quorum
Twenty-five members shall constitute a quorum.

Section 3. Place
Invitations from a library or group of libraries (or individuals) to hold a meeting in their city shall be extended by an official representative at the annual meeting at least two years before such a meeting is to take place. The membership will vote on whether to accept an invitation (and/or select between invitations if two or more are received). If an invitation is unacceptable, or if no invitation is received, the Executive Board shall assume responsibility for finding a suitable place for the next annual meeting and shall do so within three months of taking office.

Section 4. Business Session
The annual meeting shall include a Business Session which shall include: reports from the Secretary/Treasurer (minutes of the previous meeting and financial statement), from the Nominating Committee, and from the Chapter Council Representative; elections; and such other business as shall properly come before an annual meeting.

Section 5. Notice of Meetings
As soon as it has been determined, the Convention Chair shall publicize as widely as possible the date and place of the annual meeting. At least six weeks before the annual meeting, registration packets shall be mailed out to the membership by the Convention Chair. The registration packets shall include:  A. Formal notification of the forthcoming meeting;  B. Proposed amendments to the Bylaws, if any, in accordance with these Bylaws.

ARTICLE VI. Executive Board

Section 1. Executive Board
The elected officers of the Chapter, the Standing Committee Chairs, and appointed Officers shall constitute the voting membership of the Executive Board. 

Section 2. Duties
The Executive Board shall have general supervision of the affairs of this Chapter between its Business Meetings, fix the time and place of meetings, make recommendations to the membership, and shall perform other duties as are specified in these Bylaws and the parliamentary authority adopted by the organization.

Section 3. Term
Standing Committee Chairs shall take office on the Executive Board at the close of the annual meeting at which their appointment is announced, and shall serve until the close of their term as chair.

ARTICLE VII. Committees

Section 1.  Standing Committees
A. The Executive Board shall establish standing committees to consider matters of the Chapter that require continuity of attention by the members. The Executive Board shall recommend the name and size of each committee.

B. All voting Chapter members may serve on committees. The Chair, in consultation with the Executive Board, shall designate and announce committee chairs in advance of the beginning of his or her term of office and when these appointments shall take effect. Membership terms shall be staggered to assure continuity within each Committee, with no member generally serving longer than three years on any one committee. The Chair shall have the discretion to terminate appointments. Neither the Chair nor the Chair-Elect shall serve on or appoint members to the Nominating Committee. 

Section 2. Special Committees
The Chapter Chair shall establish such other special committees deemed necessary with the advice and consent of the Executive Board.

Section 3. Duties
The Executive Board shall define the charge of each committee, and shall delegate such powers and functions to them as is necessary for the conduct of their business. Each committee shall establish the mechanism for executing its charge. Each committee shall be responsible to the Executive Board, through its chair.

Section 4. Committee Chairs
Chairs of committees shall be Voting Members of the Medical Library Association. Each Committee Chair has the responsibility for appointing members to his/her committee in accordance with prescribed guidelines and with the approval of the chair.

Section 5. Committee Reports
Each committee shall submit a written report of its activities to the Executive Board, either annually at the end of its tenure, or at the conclusion of its task, prior to the compilation of the Annual Chapter Report for submission to MLA.

ARTICLE VIII. Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern this Chapter 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 Chapter may adopt.

ARTICLE IX. Amendment of Bylaws

Section 1. Notification
A. These Bylaws may be amended or rescinded by two thirds of those voting on any properly proposed and considered amendment as specified in these Bylaws.
B. Notice of proposed amendments recommended by the Executive Board shall be distributed to each voting member two months before the Annual Meeting.

Section 2. Consideration
Opportunity shall be given at the annual meeting for debating and amending any properly proposed amendments to any part of the Bylaws.

Section 3.  Ballot
A ballot containing the proposed amendments and any further amendments arising from the annual meeting shall be distributed to each voting member within thirty days following the annual meeting at which they were debated. To amend or rescind any portion of the Bylaws, twenty-five percent of the total ballots distributed must be returned properly filled in and on time, and two thirds must be affirmative.

Section 4. Effective Date
These Bylaws and any further amendments shall become effective on January 1 of the year following their acceptance.

ARTICLE X.  Dissolution of the Chapter

In the event of dissolution of this Chapter, all liabilities and obligations shall be paid or adequate provision made for payment.  Any assets not so disposed shall be disposed of by consensus of the Executive Board of the Chapter to one or more organizations that at the time qualify under Section 501(c)(3) of the Internal Revenue Code.  No funds shall benefit any individual member of the Chapter.  If no consensus is met, remaining assets shall be distributed to the Medical Library Association, Inc. within six months as long as the Medical Library Association, Inc. shall qualify as an organization described in Section 501(c)(3) of the Internal Revenue Code.  The Chapter charters shall be returned to MLA Headquarters.

Revised March 6, 2002
Approved January 15, 2003
Revised November 2007
Revised November 2008