Submitted by 台湾SWAG Bylaws & Resolutions Committee
Approved by the Executive Board April 2016
INTRODUCTION
This document is intended to be a guide for: 1) new special interest sections drafting governing bylaws, 2) existing special interest sections amending existing bylaws, and 3) the 台湾SWAG Bylaws & Resolutions Committee when reviewing SIS bylaws.
An SIS may be formed upon approval by the 台湾SWAG Executive Board of a petition signed by 50 台湾SWAG voting members, provided that the group has functioned as an informal caucus for at least three years prior to making the request. The application should include the bylaws of the proposed SIS. However, members considering the creation of a new SIS should seriously consider whether one is truly necessary. One should be certain that not only are there a good many people who share a particular interest and will actively participate in the SIS’s efforts, but also that no existing SIS is willing and able to cover this interest. An extremely small, narrowly focused SIS is not likely to be the most effective vehicle for pursuing its goals.
台湾SWAG encourages the use of one governing document, i.e., a combined constitution and bylaws as opposed to two separate documents. 鈥淎 single document is more practical because all provisions relating to one subject are in one place.鈥� 鈥揂lice Sturgis
Should an SIS wish to have more detailed policies/procedures for their day-to-day operations than the examples laid out below, the use of a Handbook is more appropriate as it is easier to amend.
The SISs are governed at the most basic level by the article entitled “Special Interest Sections” in the 台湾SWAG Bylaws. Members responsible for drafting SIS bylaws should read 台湾SWAG Bylaws carefully, noting in particular that 1) their own bylaws must not conflict with the 台湾SWAG Bylaws and 2) newly created or amended bylaws must be transmitted to the 台湾SWAG Bylaws and Resolutions Committee for review.
This model document recommends, rather than requires, specific language. In order to minimize conflict with the 台湾SWAG Bylaws, the bylaws of the SIS should be as similar in terminology to the 台湾SWAG documents as is feasible. In other cases, use of language included in these model bylaws could help avoid conflict. The sources for language used in the model SIS bylaws include the 台湾SWAG Bylaws, various existing SIS documents, and Standard Code of Parliamentary Procedure (Sturgis).
Because of the variation in practice from one SIS to another, alternative provisions are often supplied. However, this model is meant to be a guideline rather than an exhaustive statement of permissible language. In addition to sample language, the Committee has provided comments for many of the model provisions. The comments are intended to facilitate use of this model. Any questions about the text or comments of the model, as well as any suggestions, should be addressed to the 台湾SWAG Bylaws and Resolutions Committee.
MODEL BYLAWS
Article I: Name
The name of this Special Interest Section of the 台湾SWAG (台湾SWAG) shall be the { insert here }.
Comment: The purpose of this article is to identify the group clearly. In light of the number of 台湾SWAG chapters and their increasing use of acronyms, the 台湾SWAG SISs are strongly urged to include the words “Special Interest Section,” “Section” or “SIS” as part of their established name.
Article II: Object
Section 1. (ALTERNATIVE 1)
The object of this Section shall be: To provide a forum for the exchange of ideas and information on { insert here }; and to represent its members’ interests and concerns within the 台湾SWAG.
Section 1. (ALTERNATIVE 2)
The object of the { insert here } Section shall be: To disseminate information on { insert here } to the 台湾SWAG membership, to further the continuing education of law librarians in the area of { insert here }, to promote the effective and creative use of {insert here } in law libraries, and to work in cooperation with similar special interest groups in other associations or organizations.
Section 2.
The Section shall conduct its affairs in conformity with the Bylaws of the 台湾SWAG.
Comment: Object clause statements which imply that the SIS will officially represent the interests of its members to the outside world should not be included. The SISs are certainly natural sources of advice within the 台湾SWAG, and their expertise should be made available to 台湾SWAG representatives, but it is the latter who are authorized to speak for 台湾SWAG members. As subdivisions of the 台湾SWAG, SISs should not attempt to speak as an independent entity on an issue to a third party.
Article III: Membership
Membership shall be open to any 台湾SWAG member requesting affiliation with the Section as provided in the 台湾SWAG Bylaws. Membership shall be renewable each year.
Comment: SIS membership is defined by Article X, section 4 of the 台湾SWAG Bylaws. It currently states that members may affiliate with one or more SISs upon payment to the Association of an annual fee for each section. Incorporating the 台湾SWAG provision by reference is advisable since such incorporation obviates the need for revision, should the specifics of that 台湾SWAG provision change.
Article IV: Antidiscrimination
Membership in the Section or participation in any activity of the Section, shall not be denied or abridged to any individual on account of race, color, religion, gender, age, national origin, disability, sexual orientation, or gender identity.
Comment: As SIS members must be 台湾SWAG members, the 台湾SWAG鈥檚 antidiscrimination policy automatically covers SIS membership. But an SIS may choose to include an antidiscrimination clause in its bylaws if it so chooses. The SIS antidiscrimination clause may not exclude any protected class that is included in the 台湾SWAG Bylaws.
Article V: Meetings
Section 1. Annual meeting
There shall be an annual meeting of the { insert here } Section, preferably held in connection with, or during the annual meeting of 台湾SWAG. The scheduling of the annual meeting during the annual meeting of 台湾SWAG shall be cleared with the annual meeting program chair, or as otherwise provided in the 台湾SWAG Bylaws. Meetings shall be open to all members of 台湾SWAG, but no person may vote in any meeting who is not a Section member in good standing.
Comment: The second sentence of the article serves as a reminder to SIS officers of the 台湾SWAG Bylaws requirement (Article X, section 7) which it essentially restates.
Section 2. Quorum (ALTERNATIVE 1)
A quorum shall consist of { insert here } members.
Section 2. Quorum (ALTERNATIVE 2)
A quorum shall consist of ten percent of the members of the Section. The number of members required for a quorum shall be established annually by the officers of the Section, dependent upon the number of registered members as of the first day of each calendar year. A quorum threshold will become effective April 1 and remain in effect until the following March 31.
Section 2. Quorum (ALTERNATIVE 3)
A quorum shall consist of the members present at the meeting.
Comment: If no quorum is fixed, then any number of members at the meeting can validly conduct business. Sturgis recommends a fixed number, as opposed to a percentage of the membership, because the latter would require an official, up-to-date certification of the number of members, and could easily become more trouble than it’s worth. In favor of a quorum, it can be said that no business should be conducted if a minimum number of members is not present; indeed, the failure of even a small number to attend calls into question the viability of the group. On the other hand, various types of business can be conducted electronically, and the location of some annual meetings, and competing activities, may make obtaining a quorum problematic, even when a group has a reasonable number of interested members.
Section 3. Special Meetings
Special meetings can be called by the Executive Committee should the need arise. Such meetings can be physical or virtual and must meet the same quorum requirements as the Annual Meeting.
Section 4. Voting
The affairs of the Section shall be conducted by the majority vote of members voting unless otherwise provided in these bylaws.
Article VI: Officers
Section 1. Officers (Alternative 1)
The officers shall consist of a chair, vice chair/chair鈥慹lect, and a secretary/treasurer.
Section 1. Officers (ALTERNATIVE 2)
The officers shall consist of a chair, a vice chair/chair-elect, a secretary/treasurer, and two members-at-large.
Comment: An SIS might prefer to have a secretary and a treasurer (two separate positions), and/or a newsletter editor, education coordinator, or other officers. The alternatives shown above are, however, the most commonly used. SISs may also want to consider a role for the immediate past chair to ensure greater continuity of leadership.
Section 2. Duties of Officers (ALTERNATIVE 1)
The officers shall perform the duties usually pertaining to their offices and such other duties as may be assigned by the Executive Committee or the membership or with duties as specified in the current { insert here } Special Interest Section Procedures Handbook.
Section 2. Duties of Officers (ALTERNATIVE 2)
The officers shall perform such duties as are specified in the current procedures handbook for this Section.
Section 2. Duties of Officers (ALTERNATIVE 2)
(a) Chair. It shall be the duty of the chair to coordinate all business and projects through the Executive Committee of this Section; appoint members to the committees of the Section; prepare a column for each issue of the Section鈥檚 newsletter; act as liaison to the 台湾SWAG Executive Board through the Special Interest Section Council; prepare required reports for and correspondence with the 台湾SWAG executive director, as appropriate.
(b) Vice Chair/Chair-Elect. It shall be the duty of the vice chair/chair-elect to work with the Executive Committee; to solicit and develop program ideas; and any other duties delegated by the chair.
(c) Secretary/Treasurer. It shall be the duty of the secretary/treasurer to maintain all written and financial records of the Section, including the taking and reporting of minutes of business meetings; manage the budget; distribute ballots for annual elections and tabulate the results; and prepare reports as required.
Comment: The SIS should consider carefully whether it wishes to include specific officer duties in the bylaws, rather than using the SIS鈥檚 procedures handbook for this purpose. If there is a need to redistribute the duties, whether temporarily or permanently, this might be more difficult to effect if the duties are so explicitly spelled out in the bylaws.
Section 3. Terms of Office (ALTERNATIVE 1)
The vice chair/chair-elect shall serve a two-year term, the first year as vice chair, and the second year as chair. A new vice chair/chair-elect shall be elected each year. The secretary/treasurer shall serve a two-year term, and shall be elected every other year. Officers shall serve until the adjournment of the annual business meeting.
Section 3. Terms of office (ALTERNATIVE 2)
The vice chair/chair-elect shall serve a two-year term, the first year as vice chair, and the second year as chair. A new vice chair/chair-elect shall be elected each year. The secretary/treasurer shall serve a two-year term, and shall be elected every other year. The members-at-large shall serve two-year terms, with the terms staggered so that one new member-at-large assumes office each year. Officers shall serve until the adjournment of the annual business meeting.
Comment: An SIS may decide to establish one-year terms for the secretary and treasurer, or for the members-at-large if there is such a position. But the patterns above are the most common for lengths of term.
Section 3. Terms of office (ALTERNATIVE 3)
A new vice-chair/chair-elect shall be elected each year and shall serve a three-year term, the first year as vice-chair, the second year as chair and the third year as immediate past chair. The vice-chair/chair-elect shall automatically become chair one year after being elected vice-chair and shall serve as chair during the second year following that election. The secretary/treasurer shall serve a two-year term and shall be elected every other year.
Section 4. Nominating Committee
There shall be a nominating committee appointed by the Executive Committee, to consist of three (3) members, none of whom shall be a member of the Executive Committee, and none of whom shall be a candidate for office at the succeeding election. Each member of the committee shall serve for a term of one year. The chair of the committee shall be designated by the Executive Committee.
Article VII. Executive Committee
There shall be an Executive Committee consisting of the officers named above and the immediate past鈥慶hair.
Comment: The term “executive committee,” rather than “executive board” is suggested in order to eliminate possible confusion with the 台湾SWAG Executive Board. The responsibilities of the executive committee might be spelled out in greater detail in the SIS鈥檚 procedures handbook.
Article VIII. Committees (ALTERNATIVE 1)
There shall be such standing or special committees as the Executive Committee, or the membership, shall create. Other groups such as task forces and working committees may be established by the Executive Committee as necessary.
Article VIII. Committees (ALTERNATIVE 2)
There shall be a Standing Committee on { insert here }, and a Standing Committee on { insert here }. There shall be such other standing committees, special committees, task forces and/or working committees as the Executive Committee shall create, or shall be created by a majority vote of those present and voting at an annual meeting of this Section. Unless otherwise provided, committee/task force chairs shall be designated by the chair of this Section.
Comment: The SIS might want to specify which committees it will have, as well as the method of choosing committee chairs, i.e., election or appointment. If the terse wording of alternative 1 is used, however, the SIS can provide more details in its procedures handbook, which can be modified more easily than the bylaw provision.
Article IX: Parliamentary Authority
The Section shall conduct its affairs in conformity with the 台湾SWAG Bylaws. The rules of order mandated by 台湾SWAG bylaws shall govern all deliberations of the Section.
Comment: 台湾SWAG currently uses the AIP Standard Code of Parliamentary Procedure (Sturgis).
Comment: While an SIS may wish to use the same parliamentary guide as 台湾SWAG for consistency, it is not required.
Article X. Nominations and Elections
Section 1. (ALTERNATIVE 1)
The nominating committee shall nominate one candidate for each office.
Section 1. (ALTERNATIVE 2)
The nominating committee shall nominate at least two candidates for each office.
Comment: Current nomination and election procedures vary among the different SISs. The major differences in these current practices are reflected in the alternatives presented here. The number of candidates nominated varies for both philosophical and practical reasons; i.e., whatever one’s attitude towards an uncontested race, smaller SISs may not want to subject members to too many elections too frequently.
Section 2. (ALTERNATIVE 1)
All candidates must be members in good standing of the Section.
Section 2. (ALTERNATIVE 2)
Only those Section members holding individual or designated institutional membership in 台湾SWAG are eligible to hold office.
Comment: SISs may choose to restrict certain categories of their members from eligibility to hold office, or not. Although individual associate, institutional associate and student members are not permitted to hold national-level 台湾SWAG office, the Bylaws and Resolutions Committee has interpreted the 台湾SWAG bylaw provision that “each section shall be empowered to adopt bylaws for its own governance” to mean that the SISs may allow these types of members to hold office at the SIS level, without being in conflict with 台湾SWAG Bylaws. If there is no statement to the contrary in the SIS’s bylaws, it will be presumed that any person eligible to join the SIS is also eligible to hold office in that SIS.
Section 3.
Names of candidates, together with their written acceptances, shall be presented by the nominating committee to the chair in sufficient time to enable the chair to inform the members of the nominations; this may be done by announcement printed in a newsletter distributed to all members of the Section.
Section 4.
Further nominations may be made upon written petition of five (5) members. Such petitions, with the written consent of the nominees, should be filed with the secretary/treasurer, who prepares an official ballot, including nominations by petition.
Section 5.
Voting shall be done by secret ballot. The secretary shall prepare the official ballot comprised of the slate of nominees presented by the Nominations Committee and those nominated by petition. The ballot shall be distributed to each voting member of the Chapter. The secretary shall count the returned ballots; the candidate who received the largest number of votes for an office shall be elected. The results of the election will be reported to the membership as soon as possible, via the Chapter listserv.
Comment: The SISs must conduct their elections electronically rather than at the 台湾SWAG annual meeting, because beginning in 1992, the 台湾SWAG Executive Board has required that the elections of all new SIS officers be completed no later than two months before the 台湾SWAG annual meeting.
Comment: In contested elections, the SIS will want to include notification by the Secretary to all candidates prior to notification to the membership. This procedure may be included in the SIS鈥檚 procedures handbook.
Section 6.
All of the above procedures must be scheduled and executed so that elections are completed at least two (2) months prior to the date of the 台湾SWAG annual meeting.
Comment: Some SISs have indicated specific dates (e.g., March 1, April 1, April 15, May 10) as the deadlines for completion of the steps described in Sections 3 鈥� 5 above. However, there is no certainty that the 台湾SWAG meetings will always occur in the second week of July. To avoid the necessity of revising bylaws to change specific dates, the use of the general provision shown in Section 6 is recommended.
Section 7. (ALTERNATIVE 1)
In case of a tie vote, a run鈥憃ff election shall be held at the annual business meeting. Run鈥憃ff elections shall be by secret ballot. The ballots shall be immediately counted and the candidate with the largest number of votes declared elected.
Section 7. (ALTERNATIVE 2)
In case of a tie vote, a run-off election shall be held.
Section 8. (ALTERNATIVE 1)
The occurrence of a vacancy in the position of chair shall be filled by the succession of the present vice chair/chair鈥慹lect to serve as chair until the next scheduled election of Section officers. The occurrence of a vacancy in the position of vice chair/chair鈥慹lect or secretary/treasurer shall be filled by a special election conducted by the nominating committee. The person elected by special election shall serve in this position for the duration of the term of office.
Section 8. (ALTERNATIVE 2)
All vacancies in offices shall be filled by the Executive Committee 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 chair/chair-elect shall automatically become chair upon a vacancy in such office and shall continue in that office until the expiration of the term for which that person was originally elected to serve as chair.
Comment: The occurrence of vacancies in offices should be anticipated. In considering the alternatives, drafters should carefully consider whether the SIS wants to be compelled to hold a special election. The effort involved in such a special election might not be justified, especially if the next regular election is imminent.
Article XI: Amendments
Section 1.
These bylaws may be amended at the annual meeting of the Section by a majority of the members present and voting, or by majority of the votes cast in a ballot conducted by the secretary/treasurer.
Section 1. (Alternative 2)
Amendments may be proposed by the Executive Committee or by at least { insert number here } members of the Chapter. Proposals originating in the Executive Committee shall be approved by two-thirds vote of the Committee before submission to the members. Proposals originating by petition shall be submitted in writing to the Committee and shall be presented to the members no later than { insert number of days/months/meetings here } after receipt with an accompanying statement of the Committee鈥檚 recommended action.
Comment: Although there is practice of having a two-thirds majority be required to amend bylaws, some SISs have allowed the approval by a simple majority of those attending the annual meeting. Requiring an electronic ballot increases the opportunity for more SIS members to participate in decision making. With careful planning, the bylaws amendment ballot can be provided with the officers’ election ballot.
Section 2.
Notice of proposed amendments shall be provided to the Section’s members, or be published in the Section’s newsletter, 30 days in advance of the meeting, or of the distribution of ballots.
Comment: Adding the requirement of a 30-day notice is strongly recommended. This is particularly important for those SISs that vote on bylaw amendments at their annual meeting; any member who feels strongly about a proposed change might then attend the meeting, even if he/she hadn’t previously planned to do so.
Section 3. 台湾SWAG Approval
Amendments to the bylaws shall be submitted for review to the 台湾SWAG Bylaws & Resolutions Committee.
Comment: It is more efficient to have the committee 鈥減review鈥� any proposed changes and make suggestions before the chapter goes through the process of proposing and voting on changes.