ARTICLE I - NAME

The name of the Association shall be the Texas Library Association, hereinafter known as TLA.

ARTICLE II - OBJECTIVE

The objective of this Association shall be to promote and improve library service in Texas, specifically:

1. To encourage the identification, development, and maintenance of effective library services which will meet the informational, cultural, educational, and recreational needs of the people of Texas;

2. To provide for and stimulate the professional and career development of personnel in academic, public, school, and special libraries of Texas;

3. To facilitate effective cooperation among library personnel in academic, public, school, and special libraries of Texas;

4. To advance the standards and ideals of the profession;

5. To increase attention to intellectual freedom and social responsibility as an action-oriented association;

6. To provide appropriate services to members for the benefit of the profession;

7. To work cooperatively with all types of libraries and organizations which have similar or allied interests, provided that:

   1. The purpose of the joint activity is supportive of the emphases named above;

   2. The other association has a major role in those activities relating to libraries;

   3. The financial commitment required does not place a major burden upon the regular financial responsibilities of the Association;

   4. The Executive Board has approved the activity.

8. To operate exclusively for charitable, scientific, literary and educational purposes.

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ARTICLE III - MEMBERSHIP

Section 1 Qualifications

Any person, organization, or institution interested in Texas libraries may become a member of TLA upon payment of annual dues.

Section 2 Classifications/Definitions

1. Classifications There shall be the following classifications of membership: Individual, Institutional, Commercial, and Affiliate. Individual memberships include the following categories: Personal, Library School Students, Trustee, Lay, Supporting, Retired, Honorary, Life, and Out-of-State.

2. Definitions

   1. Personal member -- individuals who are Texas library employees.

   2. Library School Student -- individuals enrolled in a recognized program of library studies in a college or university.

   3. Trustee -- individuals who are a member of a library board.

   4. Lay -- individuals who are interested in libraries but are not associated with an individual library.

   5. Supporting -- individuals who make financial contributions to TLA and its activities.

   6. Retired -- individuals who are retired from active employment in a library.

   7. Honorary -- individuals who have been awarded memberships for outstanding service to Texas libraries.

   8. Life -- individuals who have paid a life membership fee or been recommended by the Executive Board and approved by a 3/4 vote of Council for substantive service to TLA.

   9. Commercial -- business entities.

   10. Institutional -- School, Public, Special and Academic libraries.

   11. Affiliate -- non-profit organizations, subject to approval by the Executive Board, whose stated purposes cause them and TLA to have kindred purposes and make them "interested in Texas Libraries". These organizations must be organized at the statewide level, have one set of officers for the entire state, and enjoy the same type of tax exempt status as TLA. Affiliated members accepted after January 1, 1981, will pay annual dues. The privileges shall be stated in the STANDING RULES.

   12. Out-of-State -- individuals living outside the state of Texas who are interested in the activities and programs of the TLA.

Section 3 Privileges

1. Individual members shall be entitled to the following privileges unless otherwise stated in the Bylaws. They shall:

   1. Be entitled, upon payment of annual dues, to membership in one Division, and either one Round Table or one Interest Group unless additional fees are paid as provided for in the schedule of dues, such fees to be submitted with annual membership dues; in the case of first year members of TLA, if no Round Table or Interest Group is specified, members shall be assigned to the New Members Round Table;

   2. Be eligible for any elected or appointed office if a resident of Texas or an employee of a Texas library with the exception of the Texas Professional Association of Library Salespeople (TPALS) whose members may serve as officers of that unit without being residents of Texas.

   3. Be able to hold no more than one elected office, and one TLA Standing Committee appointment, and one Division or Round Table appointment concurrently;

   4. Be able to vote in TLA general elections;

   5. Be able through participation in a referendum where one-fourth of the membership has voted, to set aside any action of Council except a properly negotiated binding legal contract. Such a referendum must be held upon written petition of fifty members of TLA;

   6. Be able to participate in general membership meetings.

2. Commercial, Institutional, and Affiliate members shall be entitled to all the privileges as stated in the STANDING RULES.

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Section 4 Dues

Annual dues are applicable to the calendar year and are due January 1, of the year to which they apply. Annual dues are set by Council subject to approval by membership. Annual dues for the various classes of membership shall be:

1. Personal members (dues based on annual salary)

   1. Through $9,999 . . . . . . . . . . . . . . . . . .$25.00

   2. $10,000 through $14,999 . . . . . . . . . . $40.00

   3. $15,000 through $19,999 . . . . . . . . . . $50.00

   4. $20,000 through $29,999 . . . . . . . . . . $65.00

   5. $30,000 through $39,999 . . . . . . . . . . $90.00

   6. $40,000 through $59,999 . . . . . . . . . $125.00

   7. $60,000 through $79,999 . . . . . . . . . $135.00

   8. $80,000 and above . . . . . . . . . . . . . $150.00

2. Students . . . . . . . . . . . . . .  . . . . . . . . . . .  . . $25.00

3. Trustees/ Lay Persons/
   Out-of-State/Retired . . . . . . . . . . . . . .. . . . . $30.00

4. Supporting  . . . . . . . . . . . . . . . . . .. . . . . . . $200.00

5. Commercial Members . . . . . . . . . . . . . . . . .$500.00

6. Institutional 

   1. Under $1,000,000. . . . . . . . . . . . . . . . .$100.00

   2. $100,000 and above . . . . . .. . . . . . . .$250.00

7. Affiliated Membership.....................................$50.00

8. Divisions, Round Tables, and Interest Groups

   1. If a member chooses to join additional Divisions, ten percent (10%) will be added to the basic dues for each additional Division.

   2. If a member chooses to join additional Round Tables or Interest Groups, five percent (5%) will be added to the basic dues for each choice.

   3. If a life member chooses to join additional units, a $5.00 fee shall be assessed for each unit.

9. District Dues

   1. One percent (1%) of the annual dues of personal members will be allocated to the Districts. The money will be divided equally among the Districts.

10. Members falling into two or more categories of membership shall pay the highest applicable dues and shall receive corresponding privileges accorded the higher category.

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ARTICLE IV - OFFICERS

Section 1 Officers

1. The elected officers of this Association shall be a President, a President-Elect, the Immediate Past President, the Treasurer, the ALA Chapter Councilor, and five Representatives-At-Large to the Executive Board.

2. These officers shall perform their duties as set forth in the STANDING RULES, and shall perform other duties as assigned by the Executive Board and Council.

Section 2 Qualifications

Each Officer must be a member in good standing of TLA and a resident of Texas or an employee of a Texas library and be current in payment of dues. Applicable dues must be postmarked by January 31.

Section 3 Terms of Office

1. The President and President-Elect shall serve a term of one year or until their successors are elected.

2. The Treasurer shall serve a term of three years or until a successor is elected.

3. The Representatives-At-Large shall serve a term of three years or until their successors are elected.

4. Officers assume office immediately upon adjournment of the Annual Conference, except the ALA Councilor whose term begins upon adjournment of the annual Summer conference of ALA.

Section 4 Vacancies

1. If there is a vacancy in the office of President, The President-Elect shall become President for the remainder of that term and for the term to which this officer has been elected.

2. If there is a vacancy in the office of the President-Elect, the Executive Board shall elect one of its members to fulfill the duties of President-Elect for the remainder of that term. A new President and President-Elect will be chosen at the next election.

3. A vacancy in the office of Treasurer or one of the offices of the Representatives-At-Large shall be filled by a member of the Council elected from and by the Council and shall serve for the remainder of that term.

4. If there is a vacancy in the office of ALA Chapter Councilor, the President shall appoint an interim Councilor to serve until a successor elected at the next regularly scheduled election assumes office.

5. A vacancy shall automatically exist if any officer fails to pay dues by January 31 of the year in which that officer is serving. The vacancies shall be filled as described above.

6. If a vacancy on the Executive Board would occur due to a tie election or to the resignation by a newly elected officer received between the time of the election and the adjournment of the Annual Conference, the person currently holding that position would continue in office until a successor can be chosen. The vacancies shall be filled as described above.

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ARTICLE V - NOMINATIONS AND ELECTIONS

Section 1 Nominations

1. At the last Executive Board meeting preceding Annual Conference, the Board shall elect a Nominating Committee of five members representative of different types of libraries and geographic areas. No member of the Executive Board may serve on this committee.

2. The Nominating Committee shall:

   1. Accept any written petition for nomination which has been completed as stipulated in these Bylaws and Standing Rules;

   2. Fulfill its responsibilities as outlined in Standing Rule 3 of these Bylaws.

Section 2 Elections

1. Elections shall be held annually through mail ballot or electronic ballot by the membership; a majority of the votes cast will elect. In elections where there are more than two (2) candidates and no candidate receive a majority of the vote, a run-off election will be held between the two (2) candidates with the highest number of votes. A President-Elect shall be elected annually. A Treasurer shall be elected every third year. Two Representatives-At-Large shall be elected annually except every third year when only one is elected to replace the member whose term expires.

2. The Representatives-At-Large on the Executive Board shall be elected on a "place" basis so that candidates run for particular positions with two candidates nominated for each position.

3. The ALA Chapter Councilor shall be elected according to the rules of ALA.

4. Further details on election procedures are in the Standing Rules.

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ARTICLE VI - COUNCIL

Section 1 Membership

1. Voting members of Council shall include:

   1. President;

   2. President-Elect;

   3. Immediate Past President;

   4. Treasurer;

   5. ALA Councilor;

   6. Five Representatives-At-Large;

   7. One Councilor from each Division, District, and Round Table or an Alternate designated by the Unit.

2. Non-voting members shall include:

   1. Chairmen of Standing Committees and Ad Hoc Committees;

   2. Executive Director;

   3. The Journal Editor;

   4. Association Legal Counsel;

   5. Chairmen of statewide organizations affiliated with TLA;

   6. Councilors of Interest Groups;

   7. Association Parliamentarian.

Section 2 Duties

1. Determine policy and serve as the chief governing body of TLA except where the Bylaws assign responsibility otherwise.

2. Council shall perform the duties as assigned in the STANDING RULES.

Section 3 Qualifications

All members of Council shall be TLA members in good standing and, with the exception of the Texas Professional Association of Library Salespeople (TPALS), shall be residents of Texas or an employee of a Texas library.

Section 4 Regular Meetings

Council shall hold at least two meetings a year, one at the time and place of the Annual Conference, and one at the Annual Assembly.

Section 5 Special Meetings

Special meetings may be called by the President. Upon written request of ten members of the Council, a meeting must be called within forty-five (45) days.

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ARTICLE VII - CHAPTER AFFILIATIONS

Section 1 ALA Chapter

TLA is a chapter of the American Library Association.

Section 2 ALA Chapter Councilor

The ALA Chapter Councilor shall:

1. Be elected and serve according to the rules of ALA;

2. Serve as a voting member of the Executive Board;

3. Serve as a voting member of Council.

4. Perform duties as set forth in the STANDING RULES.

ARTICLE VIII - EXECUTIVE BOARD

Section 1 Membership

1. The voting members of the Executive Board of TLA shall consist of the President, President-Elect, the Immediate Past President, the Treasurer, the five Representatives-At-Large, and the ALA Councilor.

2. The Immediate Past President shall continue to serve one year on the Executive Board following the term of office as President.

3. The Executive Director shall serve as secretary to the board without the privilege of making motions or voting.

Section 2 Meetings

1. The Executive Board shall hold at least two meetings each year exclusive of any meetings held at the Annual Conference of the Association and at the Annual Assembly.

2. Meetings shall be held on call from the President or by written petition of four members of the Executive Board.

3. Executive Board meetings of TLA shall be open to all members of the Association. The Board shall conduct executive sessions to hear and/or vote on personnel matters and to hear reports and/or take action on matters relating to threatened or pending litigation.

4. Only members of the Executive Board may make motions and vote. Non-members may speak with the consent of the Executive Board.

5. Notification of scheduled Executive Board meetings shall be made through publications of the Association.

Section 3 Duties

The Executive Board shall:

1. Serve as the central management board of TLA;

2. Report on its activities to Council;

3. Make recommendations to Council with respect to matters of policy and operations;

4. Make recommendations to Council regarding TLA budget;

5. Direct the work and perform the annual evaluation of the Executive Director;

6. Arrange for and approve an annual audit;

7. Elect the Nominating Committee;

8. Perform such other duties as are specified in these BYLAWS AND STANDING RULES.

9. Administer the Jerre and Glen Hetherington Leadership Development Fund, a special endowment fund of the Texas Library Association which will support the training and development of leaders in the Association and the profession of librarianship.

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ARTICLE IX - COMMITTEES

Section 1 Standing Committees

There shall be the following standing committees: Awards, Bylaws and Resolutions, Conference Program, Conference Local Arrangements, Conference Manual, Continuing Education and Development, Cultural Diversity, Disaster Relief, District Planning, Highsmith, History of TLA, Intellectual Freedom, Leadership Development, Legislative, Library Partnerships, Literacy, Membership, Nominating, Professional Recruitment and Retention, Professional Rights and Responsibilities, Public Relations, Publications, Scholarship and Research, Texas Bluebonnet Program, Texas Bluebonnet Selection, Texas Book Festival, Texas Media Awards, Texas-Mexico Relations, Tocker Foundation, and Christina B. Woll Memorial Fund.

1. Members of Bylaws and Resolutions, Conference Manual, Continuing Education and Development, Cultural Diversity. Disaster Relief, Highsmith, History of TLA, Intellectual Freedom, Leadership Development, Literacy, Membership, Professional Recruitment and Retention, Professional Rights and Responsibilities, Public Information, Publications, Scholarship and Research, Texas Bluebonnet Program, Texas Bluebonnet Selection, Texas Book Festival, Texas-Mexico Relations, Tocker Foundation, and Christina B. Woll Memorial Fund Committees shall serve for three years. The Chairman of each committee shall be appointed each year for one year. Approximately one-third of the members of each committee shall be chosen each year for a three year term. Members who are absent from two consecutive meetings without good cause will be replaced upon request of the Chairman.

2. The Chairman of the Legislative Committee shall be appointed for a two year term, and shall continue to serve a second biennium as the Immediate Past Chairman of the committee.

3. Approximately one-half of the members of the Legislative Committee shall be appointed each odd-numbered year to a four year term. Appointments shall be made jointly by the TLA President and the TLA President-Elect. Terms of office shall begin at the end of the Legislative session, including special sessions called immediately following the regular session, and shall end at the conclusion of the following Legislative session, including special sessions called immediately following regular sessions. Members who are absent from two consecutive meetings without good cause will be replaced upon request of the Chairman.

4. The Awards, Conference Program, Conference Local Arrangements, and Nominating Committees serve for one year and shall be appointed as provided for in these BYLAWS. The immediate past chair of the Awards Committee shall serve in an advisory capacity to the current committee, as an ex officio and non-voting member of the Committee.   The immediate past Chair of the TALL Texans Round Table shall serve in an advisory capacity to the Leadership Development Committee as an ex officio and non-voting member of that committee.  Members who are absent from two consecutive meetings without good cause will be replaced upon request of the Chairman.

5. The District Planning Committee shall be composed of current District Chairmen and Chairman-Elect shall serve for one year. The District Planning Committee Chairman must have served as a District Chairman within the last three years.

6. The Chair of the Leadership Development Committee will be chosen from the membership of the prior year's Committee. The immediate Past-Chair of the Tall Texans Round Table shall serve in an advisory capacity to the Leadership Development Committee as an ex-officio and non-voting member of that committee.

7. The duties of the standing committees are outlined in the STANDING RULES.

8. Standing committees and standing committee chairs except the Legislative Committee shall begin their official responsibilities immediately upon adjournment of the Annual Conference preceding their term of service and shall conclude at the close of Conference either one, two, or three years later, as specified in these BYLAWS.

Section 2 Other Committees

Special committees (Ad Hoc) shall be appointed as necessary by the President.

Section 3 Reports

1. All standing committees set forth in Section 1(a) (except the Scholarship and Research Committee), 1(b) and 1(d) shall report directly to Council. All other committees shall report as designated in the STANDING RULES.

2. Committee chairmen shall report items requiring Council action in the form of motions.

Section 4 Membership

All members of committees shall be current in payment of dues and be residents of Texas or an employee of a Texas library.

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ARTICLE X - FINANCE

Section 1 Fiscal Year

The fiscal year of the Association shall be July 1 through June 30. The membership year shall be January 1 through December 31. All members whose dues are not postmarked by January 31 shall automatically be dropped from the roll of membership.

Section 2 Budget Committee

There shall be a Budget Committee composed of the Immediate Past President (Chairman), President, President-Elect, Treasurer, Executive Director, and one Unit Councilor and alternate, chosen annually by lot at the last Council meeting of the Annual Conference. The budget shall be prepared by this committee each year. This tentative budget shall be presented by the Immediate Past President to the Executive Board for recommendations and referred to Council for its approval. The Budget Committee shall be designated the Audit Committee and shall make the selection of the audit form as well as meet with the auditor (CPA) at the conclusion of the annual audit.

Section 3 Audit

The Treasurer shall recommend the selection of the Auditor (CPA) for approval by the Executive Board to audit the books each July. The audit shall be available at TLA headquarters as soon as practicable after approval by the Board. When a new Executive Director is appointed, other than at the beginning of the fiscal year, the Executive Board shall arrange for an audit by a Certified Public Accountant for the period subsequent to the last annual audit. The outgoing Director shall be required to sign an audit performed immediately after the termination of employment.

Section 4 Bonding

The Executive Director and the Conference Treasurer shall be bonded. The amount of the bond shall be determined by the Executive Board and paid by TLA.

Section 5 Dues

1. When a member, on payment of annual dues, indicates a choice of Division, Round Table, or Interest Group, and when first year members are assigned to the New Members Round Table as specified in Article III, Section 3.A.(1), ten percent (10%) of basic dues shall be credited to the Division of choice, and five percent (5%) shall be credited to the Round Table and/or Interest Group of choice except in the case of the Friends and Trustee Round Table which shall be credited with twenty-five percent (25%) of its members' dues. Funds collected for membership in additional Divisions, Round Tables, and Interest Groups, as provided in Article III, Section 10(i) shall be credited to those Divisions, Round Tables and/or Interest Groups.

2. Each Division, District, Round Table and Interest Group (hereinafter referred to as Units) may decide how it spends its funds. This must follow submission of skeletal budgets to the unit's membership at their annual meeting. A copy of this budget must be submitted to the Executive Board through the Executive Director. If a Unit is dissolved, any funds remaining in its account shall revert to the general account of TLA.

3. Any money remaining in a unit's account at the end of a fiscal year shall be carried over for its use the following year.

Section 6 Contingency Fund Expenditures

All expenditures from the Contingency Fund for less than $500/or up to the amount available if less than $500.00 may be approved by the President without prior Board/Council approval. The Board must be informed of the expenditure at the next Board meeting.

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ARTICLE XI - TLA UNITS

Section 1 Definition

TLA units shall be defined as Districts, Divisions, Round Tables, and Interest Groups.

Section 2 Districts

1. District boundaries shall conform to those established by the Texas Library System.

2. District officers shall be a Chairman, Vice-Chairman, Councilor, Alternate Councilor, Secretary and/or Treasurer, and other such officers and committees as are deemed necessary. One Trustee shall be selected from the District to be on the Executive or Planning Board of the District.

3. District officers' terms shall commence immediately following the Annual Conference.

4. Each District will adopt its own bylaws. The bylaws shall be consistent with the Bylaws of the Association and shall be on file in the Executive Director's office.

5. Each District shall hold an annual meeting.

Section 3 Divisions

1. The Association shall be divided into four divisions, each division to represent a type of library as follows:

   1. College and University Libraries Division;

   2. Public Libraries Division;

   3. Texas Association of School Librarians;

   4. Special Libraries Division.

2. Division officers shall consist of a Chairman, Vice-Chairman, Councilor, Alternate Councilor, Secretary and/or Treasurer, and other such officers and Committees as are deemed necessary.

3. Officers' terms shall begin immediately following the Annual Conference.

4. Each Division will have its own set of Bylaws. The Bylaws shall be consistent with Bylaws of the Association and shall be on file in the office of the Executive Director.

5. Each Division shall hold an annual meeting.

6. Each Division which has a standing legislative subcommittee will have the chair of that subcommittee serve as an ex-officio and voting member of the Legislative Committee of the Association.

Section 4 Round Tables and Interest Groups

1. Round Tables and Interest Groups may be organized by interest or activity. They shall be formed in the following manner:

   1. An Interest Group may be formed through petition with sixty (60) signatures, each representing a charter member of the group; and shall have achieved official status when the petition has been certified by the Executive Director;

   2. The Group must maintain a membership of at least fifty (50) for a period of three years;

   3. Interest Groups may become Round Tables by majority vote of Council at the end of the third year.

2. Each Round Table shall elect a Chairman, Vice-Chairman, Councilor, Alternate Councilor, Secretary and/or Treasurer, and other such officers as are deemed necessary. Each Interest Group shall elect a Chairman, Vice-Chairman, Councilor, Alternate Councilor, Secretary and/or Treasurer and other such officers as are deemed necessary.

3. Interest Groups shall have a non-voting Councilor on Council.

4. Officers' terms shall begin immediately following the Annual Conference.

5. Round Tables and Interest Groups will have Bylaws. The Bylaws shall be consistent with the Bylaws of the Association and shall be on file in the office of the Executive Director.

6. The Round Tables and Interest Groups will hold annual meetings.

Section 5 Unit Councilor

1. Each Division, District, Round Table and Interest Group shall elect a Councilor to serve on the Council of TLA.

2. Unit Councilors shall be current in payment of dues to TLA and the Unit and be residents of Texas or an employee of a Texas library.

3. Unit Councilors shall be elected according to the individual unit Bylaws governing election of officers. At least two candidates shall be nominated for the office. The candidate with the highest number of votes shall be elected as Councilor and the candidate with the next highest vote shall be elected Alternate to serve in the absence of the Councilor.

4. Each Unit Councilor shall serve for three years, or until a successor is elected.

5. Vacancies shall be filled by a Unit's Executive Committee.

6. TLA Unit Councilors shall:

   1. Attend all meetings of TLA Council;

   2. Submit all resolutions from the Unit that require Council action;

   3. Serve as liaison between TLA Council and the TLA unit they represent;

   4. Perform other duties as may be set forth in the STANDING RULES.

7. TLA Unit Alternate Councilors shall:

   1. Fulfill the duties and responsibilities of the Unit Councilor in his/her absence.

   2. Perform other duties as may be set forth in the Standing Rules.

Section 6 Unit Dissolution

A Round Table or Interest Group may be discontinued by the Council when both of the following occur:

1. Membership in the Round Table or Interest Group falls below fifty (50);

2. In the opinion of the Council, the usefulness of the Round Table or Interest Group has ceased.

ARTICLE XII - EXECUTIVE DIRECTOR

Section 1 Appointment

The Executive Director shall be appointed by the Executive Board. The Executive Director shall hold office at the pleasure of the board, subject to an annual review.

Section 2 Duties

The Executive Director shall perform duties as assigned in the STANDING RULES, the policy manual of the Executive Board, and the personnel manual.

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ARTICLE XIII - MEETINGS

Section 1 Annual Conference and Membership Meeting

A. Prior to the last Council meeting at the Annual Conference, a general membership meeting must be held. A quorum for the membership meeting shall be ten percent (10%) of those voting members registered for the Conference twenty-four hours in advance of the meeting. The purpose of the membership meeting shall be to provide the opportunity for the discussion of items of major concern to libraries and librarianship in Texas.

B. The Membership Meeting shall have the authority to:

1. Elect honorary members to the Texas Library Association by majority vote;

2. Cause a referendum to be held on a 2/3 vote;

3. Refer items to the next Council meeting by a majority vote;

4. Cause Council to reconsider any negative action on an amendment to the BYLAWS by a 2/3 vote;

5. Censure and cause a referendum to remove from office any member of the Executive Board by a 2/3 vote;

6. Censure any member of Council by a 2/3 vote.

Section 2 Annual Assembly

1. An Assembly shall be held annually at a date and location to be set by the Executive Board.

2. Members of Council, Chairmen and members of Committees, officers of TLA Units shall meet to make annual plans for the program of the Association.

3. Others may attend without making motions, participating in debate, or voting.

Section 3 Open Meetings

All meetings of the Texas Library Association, including those of all units of the Association, may be attended by all members of the Association for the purpose of information. The only meetings that are not open (closed meetings) will be those for the discussion of matters affecting the privacy of individuals or institutions.

ARTICLE XIV - PARLIAMENTARY AUTHORITY

The parliamentary authority governing the Texas Library Association is Robert's Rules of Order, Newly Revised, current edition.

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ARTICLE XV - LEGALITIES

Section 1 Legal Documents

Legal documents of the Texas Library Association consist of the ARTICLES OF INCORPORATION, BYLAWS AND STANDING RULES, EXECUTIVE BOARD POLICY MANUAL, PERSONNEL MANUAL, CONFERENCE MANUAL, and any other policy manuals or documents as designated by the Executive Board.

Section 2 Archives

TLA shall maintain an archives file of legal and historical documents that record the activities of the Association. These documents shall include but are not limited to organizational and operational materials (i.e. ARTICLES OF INCORPORATION, BYLAWS, etc.); financial records; Executive Board, Council, Unit, and Committee minutes; correspondence; Association programs and photographs. Further information may be found in the STANDING RULES.

Section 3 Logo/Trademark Use

Permission to use TLA logos or trademarks must be obtained from the TLA Executive Board. Surveillance regarding unauthorized use of all TLA logos and/or trademarks will be the responsibility of the TLA Executive Board. Suspected cases of unauthorized use should be reported to the TLA Executive Office for verification and action. In confirmed cases of unauthorized use the TLA Executive Board will send a letter requesting that use cease or permission for use be obtained from TLA.

Section 4 Liability

An Executive Board member is not liable to the Corporation or its members for monetary damages for an act or omission in the Board member's capacity as a board member, except for: a breach of a Board member's duty of loyalty to the Corporation or its members; an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law; a transaction from which a Board member received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the Board member's office; an act or omission for which liability of a Board member is expressly provided for by statute; or an act related to an unlawful payment of a dividend.

Section 5 Dissolution

In the event of dissolution, the Executive Board shall, after paying or making provisions for the payment of all liabilities of the Association, dispose of all of the assets of the Association to any organization operated for charitable, scientific, literary or educational purposes, or other activities similar to those of the Association.

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ARTICLE XVI - AMENDMENTS TO THE BYLAWS

Section 1 Membership Approval

All proposed amendments to Articles I, II, III, IV, V, VI, VIII, XI, XIII, XIV, XV, and XVI may be amended as follows:

1. Submission in writing to the Bylaws Committee three months in advance of submission to Council;

2. Advance publication;

3. Approval by Council;

4. Approval by a plurality of those voting in a mail or electronic membership referendum.

Section 2 ARTICLES OF INCORPORATION

Amendments to Articles I, II, and XV must also be reflected in amendments to the ARTICLES OF INCORPORATION.

Section 3 Council Approval

All proposed amendments to Articles VII, IX, X, and XII may be amended and adopted by a two-thirds vote of Council provided the proposed amendment shall have been sent to the Bylaws Committee three months in advance of a Council meeting.

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Last Revised July 2005