MSLA CONSTITUTION

Arti­cle I — Name
The name of the asso­ci­a­tion shall be the Man­i­toba School Library Asso­ci­a­tion (here­inafter referred to as the Asso­ci­a­tion.) The Asso­ci­a­tion shall be affil­i­ated with the Man­i­toba Teach­ers’ Soci­ety (here­inafter referred to as the Soci­ety) as a Spe­cial Area Group of Edu­ca­tors (SAGE).

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Arti­cle II – Reg­is­tered Office
The reg­is­tered office of the Asso­ci­a­tion shall be at such place in the Province of Man­i­toba as the mem­bers may by spe­cial res­o­lu­tion decide.

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Arti­cle III – Non– Profit Sta­tus
The Asso­ci­a­tion shall be car­ried on with­out pur­pose of gain for its mem­bers and any prof­its and or other gains to the orga­ni­za­tion shall be used in pro­mot­ing its objectives.

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Arti­cle IV — Objec­tives
The objec­tives of the Asso­ci­a­tion shall be to pro­mote school libraries by…
a)providing teacher-librarians and other library staff with oppor­tu­ni­ties for pro­fes­sional growth;
b) encour­ag­ing improve­ments in the qual­i­fi­ca­tions of all per­son­nel in school libraries;
c) pro­mot­ing high stan­dards of edu­ca­tional pro­grams that sup­port a broad range of lit­era­cies across the cur­ricu­lum for Man­i­toba stu­dents;
d) main­tain­ing liai­son between school and other orga­ni­za­tions inter­ested in library and infor­ma­tion ser­vices;
e) pro­vid­ing means for com­mu­ni­ca­tion and inter­ac­tion;
f) advo­cat­ing for equity of ser­vices, resources and pro­gram­ming in school libraries across all Man­i­toba schools.

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Arti­cle V - Inter­pre­ta­tion
In all by-laws of the Asso­ci­a­tion, where the con­text so requires or per­mits, the sin­gu­lar shall include the plural and the plural the sin­gu­lar; the “per­son” shall include firms and Cor­po­ra­tions; and the mas­cu­line shall include the fem­i­nine, or the fem­i­nine the mas­cu­line; and where terms are used herein as defined in the Cor­po­ra­tions Act, such terms, unless the con­text oth­er­wise requires, shall wear the same mean­ing as so defined in the Cor­po­ra­tions Act.

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Arti­cle VI – Dis­po­si­tion of Assets
Be it enacted as a by-law of the Man­i­toba School Library Asso­ci­a­tion, Inc. that:
1. In the event the Asso­ci­a­tion ceases to be active, the last active Board shall autho­rize the dis­posal of the exist­ing funds of the Asso­ci­a­tion.
2. The terms of such dis­posal shall include:
a) the recip­i­ent organization(s) shall be non-profit;
b) the recip­i­ent orga­ni­za­tion (s) shall actively pro­mote school libraries.

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By-Laws

By-Law I — Mem­ber­ship
1. The fol­low­ing shall be eli­gi­ble for mem­ber­ship:
a) Full: All active and asso­ciate mem­bers of the Man­i­toba Teach­ers’ Soci­ety and any other per­sons actively inter­ested in fur­ther­ing the objec­tives of the Asso­ci­a­tion.
b) Hon­orary: Any indi­vid­ual so appointed by a res­o­lu­tion of the Board of Direc­tors of the Asso­ci­a­tion.
c) Stu­dent: Any indi­vid­ual enrolled in a course of study rec­og­nized by the Man­i­toba Depart­ment of Edu­ca­tion.
2. a) The Board of Direc­tors shall ascer­tain that 60% of the mem­bers are active or asso­ciate mem­bers of the Man­i­toba Teach­ers’ Soci­ety.
b) Only MTS mem­bers are counted for the MTS allo­ca­tion of funds to the Asso­ci­a­tion.
c) The Asso­ci­a­tion shall main­tain at least twenty mem­bers who are also mem­bers of MTS. Should the num­ber not be main­tained for a period of two years, the Asso­ci­a­tion shall be declared defunct.

3. The mem­ber­ship year shall be from Sep­tem­ber 1st of one year to August 31st of the fol­low­ing year:
a) Mem­ber­ship fees shall be estab­lished by res­o­lu­tion at each annual gen­eral meet­ing of the Asso­ci­a­tion. Fees are set to cover costs which will enable the Asso­ci­a­tion to pro­vide qual­ity pro­grams and ser­vices to its mem­bers.
b) Full mem­bers pay full fees.
c) Stu­dent mem­ber­ship fees shall not exceed half of the Full mem­ber­ship fee in any given year.
4. Hon­orary mem­bers do not have to pay mem­ber­ship fees.
5. Insti­tu­tional and cor­po­rate sub­scrip­tions shall be sep­a­rated from mem­ber­ships and that sub­scrip­tion fees be set at cost-recovery level.

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By-Law II – Board of Direc­tors
1. The gen­eral con­trol and man­age­ment of the activ­i­ties of the Asso­ci­a­tion shall be vested in the Board of Direc­tors (here­inafter referred to as the “Board”).
2. The Board shall con­sist of:
a) the pres­i­dent
b) the president-elect
c) the past-president
d) the sec­re­tary
e) the trea­surer
f) the chair(s) of all stand­ing com­mit­tees
g) two (2) members-at-large
3. The table offi­cers of the Asso­ci­a­tion include the pres­i­dent, the president-elect, the past-president, the sec­re­tary, the trea­surer, and two (2) members-at-large. The duties of the offi­cers and com­mit­tees are out­lined in an orga­ni­za­tional handbook.

4. The pres­i­dent, president-elect, sec­re­tary, and trea­surer shall be elected by the gen­eral mem­ber­ship to hold office for a one-year term.
5. a) The office of president-elect shall be the first of three con­sec­u­tive offices. The sec­ond will be as pres­i­dent and the third as past pres­i­dent.
b) The pres­i­dent elect will be the rep­re­sen­ta­tive of the Asso­ci­a­tion on the Spe­cial Area Group of Edu­ca­tors coun­cil of MTS. If the pres­i­dent elect is not an active mem­ber of MTS, any other MTS mem­ber of the exec­u­tive of the Asso­ci­a­tion or any MTS mem­ber at large will be appointed.
6. Every mem­ber of the Board shall be a mem­ber in good stand­ing of the Asso­ci­a­tion, and shall take office on July 1st or within two weeks fol­low­ing his or her elec­tion in cases where suc­ces­sors were not elected or appointed on July 1st.
7. The pow­ers of the Board shall be exer­cised by res­o­lu­tion passed at a meet­ing at which a quo­rum is present, or by res­o­lu­tion in writ­ing signed by all the direc­tors.
8. If a vacancy should occur in the office of pres­i­dent, the president-elect shall fill that vacancy and the Board shall appoint a president-elect until the end of the term.
9. If a vacancy should occur in the office of the president-elect, past pres­i­dent, sec­re­tary, trea­surer or a chair of a stand­ing com­mit­tee, the Board shall appoint a replace­ment for the remain­der of the term.

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By-Law III – Stand­ing Com­mit­tees
1. There shall be seven stand­ing com­mit­tees as fol­lows:
a) Pro­fes­sional Learn­ing
b) Pub­li­ca­tions
c) Mem­ber­ship
d) Advo­cacy & Publicity/Public Rela­tions
e) Spe­cial Area Group of Edu­ca­tors (SAGE) Con­fer­ence
f) Web­site
g) Awards

2. Appoint­ment of stand­ing com­mit­tees:
a) Stand­ing com­mit­tee chair­per­sons “a” through “g” shall be elected by the Board from rec­om­men­da­tions of the nom­i­nat­ing com­mit­tee. These posi­tions are effec­tive July 1st of each year, and ter­mi­nate on June 30th, with the excep­tion of the chair (s) of the SAGE com­mit­tee, who will remain on the Board for a term end­ing on Decem­ber 31st, fol­low­ing the SAGE con­fer­ence for which s/he is respon­si­ble. The Awards Com­mit­tee is chaired by the past president.

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By-Law IV – Other Com­mit­tees
a) There shall be a nom­i­nat­ing com­mit­tee, chaired by the past pres­i­dent.
b) The Board shall strike ad-hoc or spe­cial com­mit­tees as deemed nec­es­sary.
c) The man­date and terms of ref­er­ence for each ad-hoc or spe­cial com­mit­tee shall be estab­lished by the Board.

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By-Law V – Liai­son Offi­cers
1. The Board may invite liai­son offi­cers from related inter­est groups to par­tic­i­pate in the meet­ings of the Board. These liai­son offi­cers shall have no vote. The priv­i­leges and terms of the invi­ta­tions shall be defined by the Board.

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By-Law VI — Meet­ings
1. Gen­eral meet­ings of the Asso­ci­a­tion
a) At least seven (7) days notice of any gen­eral meet­ing shall be sent to every mem­ber of the Asso­ci­a­tion, unless an urgent mat­ter for con­sid­er­a­tion by the gen­eral mem­ber­ship war­rants shorter notice.
b) Every notice of a gen­eral meet­ing shall state the nature of the busi­ness of the meet­ing, as well as the time and place.
c) The quo­rum for the trans­ac­tion of busi­ness at any gen­eral meet­ing shall be ten per­cent (10%) of the mem­bers in good stand­ing.
d) The annual gen­eral meet­ing of the mem­bers of the Asso­ci­a­tion shall be held between May 1st and June 30th on a day deter­mined by the Board.
e) Each reg­u­lar mem­ber shall have one (1) vote.

2. Meet­ings of the Board
a) Meet­ings of the Board shall be held from time to time and at such places as the Board deter­mines.
b) Notice of the time and place of each meet­ing of the Board shall be sent to each direc­tor, each com­mit­tee chair and each liai­son offi­cer not less than forty-eight (48) hours before the time when the meet­ing is to be held.
c) A direc­tor, com­mit­tee chair, or liai­son offi­cer may in any man­ner waive notice of or oth­er­wise con­sent to a meet­ing of the Board.
d) Each direc­tor present shall have one (1) vote at the meet­ings of the Board.
e) In the case where there is more than one (1) chair­per­son of the com­mit­tee, there shall be only one (1) vote cast.
f) A major­ity of direc­tors shall con­sti­tute a quo­rum for a meet­ing of the Board.

3. Meet­ings of com­mit­tees
a) Notice of the time and place of any com­mit­tee meet­ing shall be given to each mem­ber of the com­mit­tee not less than forty-eight (48) hours before the time when the meet­ing is to be held.
b) A com­mit­tee mem­ber may in any man­ner waive notice of or oth­er­wise con­sent to a meet­ing of the com­mit­tee.
c) Each com­mit­tee mem­ber shall have one (1) vote at the meet­ings of the com­mit­tee.
d) A major­ity of the com­mit­tee mem­bers shall con­sti­tute a quo­rum for a meet­ing of the committee.

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By-Law VII – Nom­i­na­tions and Elec­tions
1. Nom­i­na­tions
a) The chair­per­son of the nom­i­nat­ing com­mit­tee shall be the past pres­i­dent.
b) The nom­i­nat­ing com­mit­tee shall can­vass the mem­ber­ship for nom­i­na­tion of the mem­bers of the Asso­ci­a­tion to stand for all posi­tions on the Board.
c) All nom­i­nees shall be mem­bers in good stand­ing of the Asso­ci­a­tion.
d) No mem­ber shall be eli­gi­ble to serve more than three (3) con­sec­u­tive terms in the same office, with­out the approval of the Board.
e) The nom­i­nat­ing com­mit­tee shall present the list of nom­i­nees to the Board at least sixty (60) days prior to the annual gen­eral meet­ing.
f) Any mem­ber of the Asso­ci­a­tion shall have the right to hold elected office.
2. Elec­tions
a) Every mem­ber in good stand­ing shall have the right to vote.
b) The nom­i­nat­ing com­mit­tee shall set the date and notify the mem­bers of the Asso­ci­a­tion of pro­ce­dures for the return of bal­lots so that the bal­lots may be received by the return­ing offi­cer no later than one (1) week prior to the annual gen­eral meet­ing.
c) The nom­i­nat­ing com­mit­tee shall pre­pare bal­lots and mail one (1) to each mem­ber of the Asso­ci­a­tion at least thirty (30) days prior to the annual gen­eral meet­ing.
d) The bal­lot shall:
e) i) list the can­di­dates for the elected offices;
ii) instruct the mem­ber to vote by indi­cat­ing a sin­gle pref­er­ence for each office;
iii) have a for­mat which assures that the vote is confidential.

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By-Law VIII — Chap­ters
Local or regional chap­ters may be formed, sub­ject to
1. the approval of the chapter’s con­sti­tu­tion by the Asso­ci­a­tion
2. the approval of the chapter’s con­sti­tu­tion by the Provin­cial Exec­u­tive of the Soci­ety;
3. con­tin­ued affil­i­a­tion is at the dis­cre­tion of the Association.

A local or regional chap­ter shall be deemed to be inac­tive if it has not formed an Exec­u­tive for two (2) suc­ces­sive years.

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By-Law IX – Fis­cal Year
The fis­cal year for the Asso­ci­a­tion shall ter­mi­nate on the 31st day of August each year.

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By-Law X – Amend­ments of the Con­sti­tu­tion and By-Laws
1. These by-laws may be repealed, amended or added to at any annual gen­eral meet­ing of the Asso­ci­a­tion, or by mail-in bal­lot.
2. Pro­posed amend­ments for pre­sen­ta­tion to an annual gen­eral meet­ing must be cir­cu­lated to the mem­ber­ship at least thirty (30) days prior to the meet­ing.
3. To be accepted, the amend­ments must be approved by two-thirds major­ity of the mem­bers vot­ing and in atten­dance at the AGM.
4. In the case of a mail-in bal­lot, the pro­posed amend­ments must be cir­cu­lated to all mem­bers at least thirty (30) days prior to the dead­line for return­ing bal­lots. To be accepted, the pro­posed amend­ments must be approved by two-thirds of the mail-in ballot.

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By-Law XI – Sign­ing Author­i­ties
1. Con­tracts, doc­u­ments or other instru­ments in writ­ing requir­ing a sig­na­ture of the Asso­ci­a­tion shall be signed by any two of the past pres­i­dent, the pres­i­dent, the pres­i­dent elect, or the trea­surer, and instru­ments in writ­ing so signed shall be bind­ing upon the Asso­ci­a­tion with­out any fur­ther autho­riza­tion or for­mal­ity. The Board shall have the power, from time to time, by res­o­lu­tion to appoint any offi­cer or per­son on behalf of the Asso­ci­a­tion to sign con­tracts, doc­u­ments or instru­ments in writ­ing gen­er­ally or to sign spe­cific con­tracts, doc­u­ments or instru­ments in writ­ing.
2. All cheques, drafts or orders for the pay­ment of money shall be signed by the trea­surer and either the past pres­i­dent, the pres­i­dent or the pres­i­dent elect. The Board shall have the power to appoint, from time to time, any offi­cer or other per­son to sign cheques, drafts or orders for pay­ment of money gen­er­ally, or to sign spe­cific cheques, drafts or orders for money.

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By-Law XII – Bor­row­ing Pow­ers
Be it enacted as a by-law of the Man­i­toba School Library Asso­ci­a­tion, Inc., that:
1. The Board may from time to time bor­row money upon the credit of the Asso­ci­a­tion.
2. The Board may from time to time autho­rize any direc­tor, offi­cer or other per­son to make arrange­ments with ref­er­ence to the money bor­rowed or to be bor­rowed, and so the terms and con­di­tions of the loan thereof, and gen­er­ally to man­age, trans­act or set­tle the bor­row­ing of money by the Asso­ci­a­tion.
3. The Board may from time to time autho­rize any direc­tor, offi­cer or other per­son to sign, exe­cute and give on behalf of the Asso­ci­a­tion all doc­u­ments, agree­ments and promises nec­es­sary for the pur­pose afore­said and the same signed or given shall be bind­ing upon the Association.

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By-Law XIII – Con­trol of Doc­u­men­ta­tion
Be it enacted as a by-law of the Man­i­toba School Library Asso­ci­a­tion, Inc. that all books of records, files, deeds, prop­er­ties and monies of the Asso­ci­a­tion in the pos­ses­sion of the mem­bers of the Board or other mem­bers shall be forth­with returned to the Asso­ci­a­tion upon com­ple­tion of term of office. Upon request, a mem­ber shall return to the Asso­ci­a­tion any prop­erty of the Asso­ci­a­tion in his possession.

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last updated May 11, 2015.