(1997; revised Mar. 2011; Jan. 2022; Sept. 2022)

ARTICLE I: NAME

The name of the organization shall be the Music Library Association, Inc., a Washington DC non-profit Corporation.

ARTICLE II: PURPOSES

• The purposes of the Association shall be to promote the establishment, growth, and use of music libraries; to encourage the collection of music and musical literature in libraries; to further studies in musical bibliography; to increase efficiency in music library service and administration; and to promote the profession of music librarianship.
• The Association is a non-stock, non-profit corporation organized and operated exclusively for said purposes. No part of the net earnings of the Association shall inure to the benefit of any individual. No officer, member, or delegate of a member shall, as such, receive compensation except that reasonable compensation may be paid for services of employees of the Association.

ARTICLE III: MEMBERSHIP

1. Eligibility. Membership is open to all persons, institutions, or corporations interested in the purposes of the Association.
2. Membership Classifications.
   1. PERSONAL: available to persons actively engaged in library work, or who have a serious interest in the stated purposes of the Association.
   2. STUDENT: available to students registered at a recognized college or university who have an active and serious interest in the stated purposes of the Association. Upon termination of their college or university registration, or after four years of membership in this class, they must reapply to be recognized as Personal members of the Association.
   3. INSTITUTIONAL: available to any institution, organization, or corporation actively engaged in library work, or which has a serious interest in the stated purposes of the Association.
   4. CORPORATE: available to any corporation or organization actively engaged in library work, or that has a serious interest in the stated purposes of the Association.
   5. SPECIAL: may be awarded to persons, institutions, organizations or corporations at the discretion of the Board as a token of meritorious service to the Association and/or the music library profession.
3. Categories. Categories within each membership classification shall be established by the Board of Directors.
4. Membership in the International Association of Music Libraries, Archives and Documentation Centres (IAML). Members in all classes shall be offered the opportunity to join IAML upon joining or renewing their membership in MLA.
5. Dues.
   1. The dues of the membership categories shall be determined by the Board of Directors.
   2. The dues of all members shall be paid to the Chief Financial Officer or an agent designated by the Board.
   3. The membership year shall be from July 1 to June 30.
   4. To secure privileges as specified in III.F, members must have paid their dues for the current membership year.
   5. If a member's dues remain unpaid for one membership year, the membership shall be considered terminated.
6. Privileges.
   1. VOTING. Members in all classes except institutional and corporate members shall be entitled to vote.
   2. PUBLICATIONS. Members in all classes shall be entitled to receive the official journal of the Association and other publications under the conditions provided for their distribution, with the exception that Associate members shall not be entitled to receive the official journal of the Association.
   3. OTHER. Other privileges may be designated by the Board of Directors.
   4. IAML PRIVILEGES. In addition to the privileges they receive as members of MLA, members of IAML will receive the privileges specified by that organization.

ARTICLE IV: OFFICERS

1. The elected officers of the Association shall be the President/Past President, the Vice-President/President-Elect, the Recording Secretary, and six Members-at-Large. The Chief Financial Officer and the Assistant Chief Financial Officer shall be appointed by the Board of Directors.
2. Nominating Procedures.
   1. NOMINATING COMMITTEE. The President shall appoint a Nominating Committee comprising no fewer than three members, only one of whom may be a member of the Board of Directors. The President shall designate one member to serve as Chair. The Committee shall submit a slate of qualified candidates for office to the Board of Directors no fewer than sixty days before the annual meeting. Members of this committee may not serve for consecutive terms.
   2. QUALIFICATIONS FOR OFFICE. Candidates for office must be Personal members of the Association, and must file an acceptance of the nomination with the Nominating Committee.
3. Election Procedures.
   1. Officers shall be elected by a plurality of the ballots cast prior to the annual meeting by members entitled to vote.
   2. Ballots shall be distributed no less than one month before the meeting. Ballots shall be returned by the voting members to the Chief Financial Officer or an agent designated by the Board not later than the date specified on the ballot.
   3. A majority vote of the voting members of the Board of Directors shall break a tie.
4. Terms of Office.
   1. The term of office of the Vice-President/President/Past President shall be one year as Vice-President/ two years as President/ one year as Past President. An incumbent may not succeed himself or herself.
   2. The term of office of the Recording Secretary shall be two years. An incumbent may succeed himself or herself.
   3. The terms of office of the Assistant Chief Financial Officer and Chief Financial Officer shall be as follows: one year as Assistant Chief Financial Officer, two years as Chief Financial Officer, and one final year returning to the role of Assistant Chief Financial Officer. An incumbent may not succeed himself or herself.
   4. The term of office of Members-at-Large shall be two years. An incumbent may not succeed himself or herself.
   5. No elected officer shall serve on the Board of Directors for more than six consecutive years.
   6. All officers shall serve until the adjournment of the final session of the meetings at which the names of their successors are made public.
5. Duties. The officers shall perform the duties prescribed by this Constitution and Bylaws and by the parliamentary authority adopted by the Association.
   1. The President shall act as chief executive officer of the Association, and as the Association’s representative to IAML.
   2. The Vice-President/President-Elect or the Past President shall act as chief executive officer in the event of the President's inability to serve.
   3. The Recording Secretary shall record the minutes of the business meetings of the Association and of the Board of Directors.
   4. The Chief Financial Officer, the Association's management services, or an agent designated by the Board shall attend to all official correspondence related to membership in the Association, sales and subscriptions to publications of the Association, and shall perform such other duties as may be assigned by the Board of Directors.
   5. The Chief Financial Officer or an agent designated by the Board shall handle all financial accounts of the Association and keep an accurate record of income and expenditure, work with the Finance Committee and the Association's management services on fiscal matters related to the Association, prepare with the Finance Committee an annual budget, prepare quarterly and annual reports for submission to the Board of Directors, and report applications for extraordinary disbursements to the Board for action.
   6. The Assistant Chief Financial Officer assists the Chief Financial Officer in performing the duties of the position and may serve in the role of Chief Financial Officer in emergencies or for specific duties as requested by the Chief Financial Officer.

ARTICLE V: BOARD OF DIRECTORS

1. The eleven officers of the Association shall constitute the Board of Directors. The nine elected officers shall be voting members of the Board.
2. Duties. The Board shall:
   1. Act in the name of the Association between business meetings of the Association.
   2. Appoint or reappoint the Chief Financial Officer and the Assistant Chief Financial Officer at the annual meeting.
   3. Fill by appointment any vacancy in office for the unexpired term.
   4. Appoint the editor of the official journal of the Association.
   5. Designate a Member-at-Large to be Fiscal Officer of the Association, to serve as Chair of the Finance Committee and to provide for the annual audit of the Association's accounts.
   6. Submit an annual report of its activities at the annual meeting of the Association.
   7. Authorize necessary disbursements through checks drawn on the account of the Association and signed by the Chief Financial Officer or the President.
   8. Perform such other duties as are specified in this Constitution and Bylaws.
3. Meetings.
   1. A meeting of the Board shall be held in conjunction with the annual meeting of the Association. Special meetings may be called by the President and shall be called upon the written request of three members of the Board.
   2. The President shall give advance notice of meetings to the members of the Board.
   3. A majority of the Board members shall constitute a quorum provided that the President, or Vice-President/ President-Elect, or Past President is present.
   4. Decisions shall be made by a majority of the voting members of the Board.
   5. A meeting of the Board may be held in person, online, or in a hybrid environment.
4. Action & voting outside of Board meetings
   1. Subject to the agreement of a majority of Board members, action, including voting, may take place between meetings via any medium, electronic or otherwise, available to all Board members.
   2. For action between meetings, the President shall establish a preset amount of time for discussion, and, when necessary, a formal call to vote.
   3. Decisions shall be made by a majority of the voting members of the Board.
   4. Emergency action may be taken by unanimous vote of the President, Recording Secretary, and Vice President or Past President, subject to Board ratification, in the event that it is not possible to follow normal action.
   5. Any vote taken between meetings will be recorded in the minutes of the following official meeting, accompanied by a summary of the discussion preceding the vote.

ARTICLE VI: COMMITTEES

1. The Board of Directors shall establish committees to consider affairs of the Association that require continuous or repeated attention by members. A list of the committees and their charges will be maintained in the MLA Administrative Structure. These committees shall be responsible to the Board of Directors, which will delegate such powers and functions to them as the Board finds desirable for carrying out the objectives of the Association.
2. The President, in consultation with the Board of Directors, has responsibility for appointment of chairs and members to the committees.
3. The Board of Directors shall authorize the dissolution of a committee when in the opinion of the Board its usefulness has ceased. This decision and reasons for the dissolution shall be reported to the membership.
4. Task forces may be created and appointed by the President, in consultation with the Board of Directors, to perform charges as defined in letters of appointment. Each task force is by definition ad hoc, and shall continue in existence until its purpose is accomplished or it is discharged by the President, in consultation with the Board of Directors.
5. Committee membership shall be open to all Personal members of the Association and to all persons designated as institutional representatives.
6. Each committee shall submit to the Board of Directors a written annual report of its activities that shall contain any recommendations considered necessary or advisable. Additional reports may be submitted at the option of a committee or as requested by the Board or the President.

ARTICLE VII: MEETINGS

1. Regular Meetings. The Association shall hold at least an annual meeting each year, the time and place to be determined by the Board.
2. Business Meetings. A business meeting shall be held at each annual meeting of the Association. The members of the Association present shall constitute a quorum.
3. Special Meetings. The President shall call a special meeting at the written request of either the Board or of twenty percent of the membership. At such a meeting no business may be transacted other than that stated in the notice of the meeting. A special meeting may be called for the purposes of jointly meeting with an organization in a related field.
4. Notice of meetings of the Association shall be distributed to all members by the Chief Financial Officer or an agent designated by the Board no less than one month in advance of the meeting.
5. Meetings may be held in person, online, or in a hybrid environment.

ARTICLE VIII: CHAPTERS

1. Qualification. Members of the Association in any locality may establish a chapter of the Association upon the approval of the Board.
2. Rules or Bylaws. Each chapter shall adopt its own rules or bylaws in consonance with the Constitution and Bylaws of the Association and with such guidelines as may be provided by the Board.
3. Officers. The officers shall comprise no fewer than a chair and a secretary. Terms of office shall be not more than two years. An incumbent may be permitted to succeed himself or herself at the discretion of the individual chapter. Chapter chairs must be members of the Association.
4. Dues. Chapters may assess annual dues to cover expenses connected with chapter activities.
5. Activities. In addition to holding meetings, chapters may engage in any activities which conform to the purposes of the Association as set forth in Article II and to such guidelines as may be approved by the Board.
6. A report of chapter activities and a list of chapter officers shall be filed annually with the Board.

ARTICLE IX: ORGANIZATIONS IN RELATED FIELDS

1. Association with organizations in related fields of interest shall be by formal affiliation, by institutional membership, or by representation.
2. Formal Affiliation. The Board shall submit terms of affiliation with another organization to the membership at any Regular meeting. Approval shall be by a majority of the ballots cast on the proposal at the meeting.
3. Institutional Membership. The President may, with the approval of the Board, enroll or withdraw enrollment of the Association as an institutional member of another organization.
4. Representation. The President may, with the approval of the Board, appoint a member to represent the Association in its relations with another organization.

ARTICLE X: AMENDMENTS

1. Amendments to this Constitution may be proposed only by voting members of the Association and must be presented to the Board in writing for its review and approval.
2. If approved the text of the proposed amendment shall be distributed by the Board through the Chief Financial Officer or an agent designated by the Board to all voting members not less than one month prior to the deadline for submitting ballots. A brief summation of the issues involved shall be included.
3. Ballots shall be returned to the Chief Financial Officer or an agent designated by the Board on or before the date specified on the ballot.
4. Approval of a majority of those voting shall be necessary to amend this Constitution and Bylaws.

ARTICLE XI: PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with this Constitution and Bylaws and any special rules of order the Association may adopt.

ARTICLE XII: DISSOLUTION END OF CONSTITUTION AND BYLAWS

Should future exigencies make the dissolution of this Association necessary, the properties of the Association shall be disposed of by gift to the University of Maryland at College Park for the exclusive purpose of preserving, developing and maintaining the Music Library Association archives.

END OF CONSTITUTION AND BYLAWS