ARLIS/MINNEAPOLIS-ST. PAUL BYLAWS

Article I. Name
The name of the organization shall be ARLIS [Art Libraries Society]/Minneapolis-St. Paul, hereafter referred to as ARLIS/Twin Cities.

Article II. Purpose
The organization is organized and will be operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, in order to advance the cause of art librarianship and to promote the development, good management, and enlightened use of all art libraries and visual resources collections. In furtherance of such purpose, the organization is authorized:
A. To promote the continuing professional education of its members and the general knowledge of the public by sponsoring conferences, seminars, lectures, workshops, and other exchanges of information and materials concerning all aspects of art librarianship and visual resource curatorship;
B. To stimulate greater use of art libraries and visual resource collections by sponsoring, supporting, or publishing resource directories, bibliographies, inventories, periodicals, occasional papers, reports, and related materials concerning the organization and retrieval of art information;
C. To foster excellence in art librarianship and the visual arts by establishing standards for art libraries and visual resources collections, by promoting improvements in the academic education of art librarians and visual resource curators, by sponsoring awards for outstanding achievement, and by other means to that end;
D. To promote the purposes of ARLIS/North America, hereafter referred to ARLIS/NA, within the Minneapolis-St. Paul area;
E. To engage in any activities conducive to furthering the organization's purposes, provided that such activities may lawfully be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States internal-revenue law).

Article III. Membership 
A. Eligibility. Membership is open to all members of ARLIS/NA.
B. Dues
1. Dues shall be determined by the Executive Committee and shall be ratified by member vote.
2. The dues shall be paid to the Secretary/Treasurer.
3. The membership year shall be from January 1 to December 31.
4. The Society shall have the right to impose additional fees upon the membership for specified projects subject to the approval of the membership. C. Privileges
1. Only personal members of the Society are eligible to vote.
2. Only personal members of the Society are eligible to hold elected office.
3. All members shall be entitled to receive announcements of meetings of the Society and other notices of general interest to the membership. 

Article IV. Officers
A. The elected officers of the Society shall be the Chair, the Vice-Chair/Chair-Elect, and the Secretary/Treasurer. 
B. Nominating Committee. The Chair shall appoint a Nominating Committee of at
least two persons. The Committee shall submit a slate of qualified candidates
to be voted upon by the membership.
C. Qualifications for office. Any personal member may hold office and must file in writing an acceptance of the nomination with the Nominating Committee. D. Elections. Officers shall be elected by a plurality of ballots cast by the
personal members. 
E. Terms of office
1. The term of office of the Chair and the Vice-Chair/Chair-Elect shall be for one year from January 1 through December 31.
2. The term of office of the Secretary/Treasurer shall be for two years from
January 1 through December 31 of the following year. 
F. Duties of officers
1. The Chair shall act as chief executive officer of the Society, shall assist the Vice-Chair/Chair Elect in the planning of activities of the Society, and shall be the chair of all special project committees of the Society.
2. The Vice-Chair/Chair-Elect shall act as chief executive officer in the
event the Chair is unable to serve, shall act as program chair, and shall be responsible for the sending of all announcements of meetings to the membership.
3. The Secretary/Treasurer shall be responsible for all documents and correspondence other than the announcements of meetings, the keeping of minutes of the meetings of the Society, the handling of all financial accounts of the Society, and the drafting of annual reports. 

Article V.  Executive Committee
The elected officers and the immediate past Chair of the Society shall constitute Executive Committee. 

Article VI. Meetings
A. Meetings of the Society shall be called by the Executive Committee.
B. Announcements of the meetings shall be sent to the membership by the Vice-Chair/ Chair-Elect at least ten days in advance of the meeting. 

Article VII. Reports
A. Annual reports shall be drafted by the Secretary/Treasurer and shall be approved by the other members of the Executive Committee. Annual reports shall follow the guidelines set up the Executive Board of ARLIS/NA.
B. The Secretary/Treasurer shall send reports of all meetings of the Society to:
(1) the Features editor of Art Documentation; (2) ARLIS/NA National Headquarters; and (3) the Midwestern Regional Representative.

Article VIII. Special Committees
Special project committees shall be appointed by the Executive Committee at the recommendation of the Chair of the Society or by written petition submitted to the Executive Committee by no less than five personal members. 

Article IX. Affiliation with Other Organizations
Affiliation with other organizations in the Minneapolis-St. Paul area shall be at the discretion of the Executive Board of ARLIS/NA and shall be in accordance with the guidelines supplied by the Executive Board. 

Article X. Amendments
A. Amendments to the Bylaws may be proposed by any voting member and shall be submitted to the Executive Committee in writing.
B. The text of the proposed amendment shall be distributed to the voting membership
at least two weeks prior to a business meeting. 
C. Approval of a two-thirds majority of voting members and the approval of the Executive Board of ARLIS/NA shall be necessary to amend the Bylaws. 

Article XI. Charitable Activity Restrictions
No part of the net income of the organization shall inure to the benefit of or be distributable to its directors, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the purposes and objects of this organization. No substantial part of the activities of the organization shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the organization shall not participate in or intervene in any political campaign on behalf of any candidate for public office.
Notwithstanding any other provisions set forth in these Articles, at any time during which it is deemed a private foundation, the organization shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws; the organization shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws; the organization shall not own any excess business holdings that would subject it to tax under section 4943 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws; the organization shall not make any investments in such manner as to subject the organization to the tax imposed by section 4944 of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws; and the organization shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws. 

Notwithstanding any other provision of these Articles, the organization shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from tax under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws, or by an organization contributions to which are to be deductible under Section 170(c)(2) of such Code or corresponding provisions of any subsequent federal tax laws. 

Article XII. Dissolution
Upon the dissolution of the organization or the winding up of its affairs, the assets of the organization shall be distributed exclusively for charitable or educational purposes or to organizations which are then exempt from federal tax under Section 501(c)(3) of the Internal Revenue Code of 1986 or corresponding provisions of any subsequent federal tax laws and to which contributions are then deductible under Section 170(c)(2) of such Code or corresponding provisions of any subsequent federal tax laws. Organizations having purposes similar to those of this organization shall be preferred. 

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Last Updated June 22, 2006