• a) the President;
• b) the Vice-President;
• c) the Secretary;
• d) the Treasurer;
• e) the immediate Past-President;

  2.01 Notice - Executive Committee meetings may be held at any place within Manitoba as the Executive Committee may from time to time determine. A meeting of the Executive Committee may be convened by the President or Vice-President, or any three members of the Executive Committee may at any time, and the Secretary by direction of the President or Vice-President shall convene a meeting of the Executive Committee. Notice of such meeting shall be delivered personally or by telephone or telecommunications device or mailed to each member of the Executive Committee not less than two days before the meeting is to take place; provided always that a meeting of the Executive Committee may be held at any time without formal notice if all the members thereof are present or those absent have waived notice or have signified their consent in writing to the meeting being held in their absence. No errors or omissions arising through inadvertence in giving notice for a meeting of the Executive Committee shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting. Any member of the Executive Committee may at any time waive notice of any meeting and may ratify and approve of any and all proceedings taken or had thereat. Meetings of the Executive Committee may be held by conference telephone or similar device.

• Notice of any Executive Committee meeting need not specify the purpose of the business to be transacted at the meeting except as required by the Constitution or any other by-law of the Association.
• The continuing members of the Executive may act notwithstanding any vacancy in their body, but if their number is reduced below the number necessary for a quorum, the continuing members may act for the purpose of calling an election to fill the vacancies, but for no other purpose.

  2.02 Quorum - Five members of the Executive Committee shall form a quorum for the transaction of business.

  2.03 Voting - Each member of the Executive Committee shall have one vote. Questions arising at any meeting of the Executive Committee shall be decided by a majority of votes including that of the officer chairing the meeting, but in the event of a tie, the officer chairing the meeting shall have a second or deciding vote.

  3.01 Limitations of Liability - No director, officer or member of the Executive Committee shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Executive Committee for or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Association shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of the Association shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune, whatever which shall happen in the execution of the duties of his office or in relation thereto, unless the same are occasioned by his own wilful neglect or default.

  3.02 Indemnity - Except in respect of an action by oron behalf of the Association to procure a judgment in its favour, the Association shall indemnify a director, officer or member of the Executive Committee, a former director, officer or member of the Executive Committee, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director, officer or member of such Executive Committee, if:

• he acted honestly and in good faith with a view to the best interests of the Corporation, and
• in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

  3.03 - The Association shall indemnify any person referred to in 3.02 in respect of an action by or on behalf of the Association to procure judgment in its favour, to which he is made a party by reason of being or having been a director, officer or member of the Executive Committee against all costs, charges and expenses reasonably incurred by him in connection with such action if he acted honestly and in good faith with a view to the best interests of the Association and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

  4.01 - The members of the Association shall consist of the following:

• a) Personal members, being individuals who have satisfied the requirements for membership;
• b) Institutional members, being corporations, firms, associations, or organizations who have satisfied the requirements for membership;
• c) Honourary members, being individuals who have contributed significantly to the development libraries in the Province of Manitoba as recommended by the Executive Committee to the members of the Association at a general meeting for ratification;
• d) Life members, being personal members of the Association who have satisfied the requirements for such membership.

  4.02 Requirements for membership - The Executive Committee shall have the power to establish and to amend, from time to time the following requirements for membership:

• a) Forms for application or renewal of membership;
• b) Dues to be paid for membership or renewal of membership, including the frequency or duration in respect thereto;
• c) The date for commencement or termination of any membership period; and
• d) Requirements for conferring of life membership.

  4.03 Resignation and termination of membership - Any member may resign from the Association by notification in writing. Unless renewed, the membership of any member ceases at the end of the period of membership as determined by the Executive Committee. Membership is not transferable.

  5.01 Annual Meeting - The annual general meeting of the members of the Association shall be held at such place in Manitoba as determined by the Executive Committee, and on a day in each year between March 1st and May 31st as determined by the Executive Committee. Written reports to the membership shall be made at the annual general meeting by the President, the treasurer, and each person chairing a standing or ad hoc committee established by the Executive Committee.

  5.02 Special Meetings - Meetings of the members other than the annual general meeting, may be convened by order of the President or the Vice-President or by the Executive Committee at any time and at any place within Manitoba. In Addition, not less than thirty personal and/or voting institutional members of the Association may convene a special meeting in the same manner as nearly as possible as that by which meetings may be convened by the Executive Committee.

  5.03 Notices - A printed or typewritten notice stating the day, hour and place of meeting and the information respecting the business to be transacted shall be served upon each member entitled to vote either personally or by mail at least 21 days (exclusive of the day of mailing, but inclusive of the day for which notice is given) before the date of every such meeting, directed to such address as appears on the books of the Association, or, if no address be given therein, then to the last address of such member known to the Secretary. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any member or the duly appointed delegate of an institutional member. Any member may at any time waive any notice required to be given under these by-laws.

  5.04 Omission of notice - The Accidental omission to give notice of any meeting or the non-receipt of any notice by any member or members shall not invalidate any resolution passed or any proceedings taken at any meeting.

  5.05 Rules of order - The most current edition of Robert's Rules of Order shall govern the conduct of the meeting.

  5.06 Resolutions in lieu of meeting - Any matter or thing capable of determination by resolution at an annual or special meeting of the Association may be determined by mail ballot. The question or matter to be determined shall be formulated by the Executive Committee. The Executive Committee shall determine a date for the counting of ballots and ballots shall be mailed to all personal, institutional, and life members at least twenty-one days (exclusive of the day of mailing, but inclusive of the day for the counting of ballots) before the date for the counting of ballots and such date shall be clearly advised to each such member. For the purpose of determining the outcome of any such mail ballot, the number of ballots returned before the date for counting of ballots shall be the denominator.

  5.07 Quorum - Thirty members personally present (or in the case of voting institutional members, represented by a delegate) shall be a quorum at any meeting of members. No business shall be transacted at any meeting unless the quorum requisite be present at the commencement of the business but if present at the commencement of the meeting, the meeting may continue even though less than a quorum remain.

  5.08 Votes - Personal and life members shall have one vote at any meeting of members or upon any resolution in lieu of a meeting. Institutional members having a permanent establishment in Manitoba (in these by-laws "voting institutional members") shall be entitled to one vote at any meeting of members or upon any resolution in lieu of a meeting. The vote of a voting institutional member shall be cast by its delegate at any meeting of the members provided the credentials of such delegate have been presented to and accepted by the Secretary. Honourary members and non-voting institutional members shall not be entitled to vote or to receive notice of any meeting or any resolution in lieu thereof.

  5.09 Proxies - Except in respect of voting institutional members, no voting shall be permitted by proxy.

  6.01 Voting members of the Association, consisting of not less than 10, may by notice in writing delivered to the Secretary at any time prior to the delivery or mailing of a notice calling a special or annual general meeting of the membership, require that any matter or resolution be placed upon the agenda of such meeting and any resolution passed by a majority of the members casting ballots at such meeting (or in the case of an amendment to the Constitution of the Association, two-thirds of such vote) shall, to the extent the subject matter thereof relates to matters within the authority of the Executive Committee, have the same force and effect as if passed by the Executive Committee.

• Upon receipt of any notice as hereinbefore provided, the Secretary shall include such matter or resolution upon the agenda of the said meeting and include such matter or resolution in the notice to members calling the said meeting.

  7.1 Committees

  7.1.1 Committees Generally - The Executive Committee may, by resolution, establish, dissolve, determine the membership of, determine the terms of reference for, or amend the terms of reference for such standing or ad hoc committees as it determines necessary from time to time.

  7.1.2 Nomination Committee - There is hereby established a Nomination Committee. The Executive Committee shall appoint members to the said Committee each year at such time prior to the election of officers and directors as it determines reasonable for the purposes of its duties. Subject to approval by the Executive Committee, the Nomination Committee shall determine procedures to carry out its duties.

• The Nomination Committee shall obtain nominations from the membership for all offices to be filled in the next election of officer and directors, prepare necessary ballots and conduct the election by mail ballot, all by dates approved by the Executive Committee provided that in all events the date for return and counting of ballots shall be a date prior to the date of the next annual general meeting at which the results of such election are to be announced to the membership.

  7.2 Interest Groups

  7.2.1 Interest Groups may be established by the Executive Committee upon written petition of 10 or more voting members of the Association to meet MLA needs that cannot be met through the existing MLA structure, or through short term task force. These needs may be related to a type of activity, a type of material, a type of library patron; a social, political or educational issue or a category of worker in the information sector.

  7.2.2 Terms of reference of Interest Groups must be presented to the Executive Committee for approval.

  7.2.3 The Executive Committee may discontinue an Interest Group when the Interest Group can no longer meet the requirements set out in the Interest Group guidelines as approved by the Executive Committee.

  7.2.4 Each Interest Group shall have a Convenor who shall be elected by the members of the Interest Group. The Convenor shall hold office for one year.

  7.2.5 Members of MLA in good standing shall be eligible for membership in an Interest Group.

  7.2.6 The Interest Group Convenor shall normally be appointed in time for the Annual General Meeting and shall continue in office until the next Annual General Meeting or until disbanded.

  7.2.7 An Interest Group shall report to the Executive Committee through a Director assigned to assist the Interest Group as chosen by the President.

  7.2.8 The minutes & proceedings of all Interest Groups shall be filed with the President. 

 

Article VIII: Execution of Instruments

back to top

  8.01 Contracts, documents, cheques, or any instruments in writing requiring the signature of the Association may be signed by the President and anyone other officer except that in the case of cheques, the signature of the Treasurer and any other officer shall be required. In addition, the Executive Committee shall have power from time to time by resolution to appoint any officer or officers, person or persons on behalf of the Association either to sign contracts, documents and instruments in writing generally or sign specific contracts, documents or instruments in writing.

  9.01 The fiscal year of the Association shall be September 1 to August 31.

(Last changed on May 14, 2008)