Bylaws | Center for Research Libraries

Amended 20-May-2025

Article 1: Name

The name of the corporation is the Center for Research Libraries (the “Center”), an Illinois nonprofit corporation.

Article 2: Purposes

The Center is organized exclusively for charitable purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The purposes of the Center shall be those stated in the Articles of Incorporation. The Center shall have such powers as are now or may hereafter be granted by the General Not for Profit Corporation Act of the State of Illinois (the “Act”).

Article 3: Offices

The Center shall have and continuously maintain in the State of Illinois a registered office and a registered agent whose office is identical with such registered office and may have other offices within or without the State of Illinois as the Board of Directors of the Center (the “Board of Directors” or the “Board”) may from time to time determine.

Article 4: Members

Classes and Eligibility. The Center shall have one class of members (“Members”): accredited not-for-profit academic or research institutions in the United States and Canada (“Member Institutions”).
Election of Member Institutions. Member Institutions shall be elected by the Board of Directors, or the Executive Committee acting on behalf of the Board of Directors. An affirmative vote of a majority of the directors or of all Executive Committee members shall be required for election.
Voting Rights. Each Member Institution that is in good standing on dues and that meets all membership eligibility criteria is entitled to one vote on each matter submitted to a vote of the Members. Each Member Institution will vote through a designated voting representative, who must be a director, dean, or chief librarian or their designee (“Voting Representative”).
Termination of Membership. The Board of Directors by affirmative vote of two-thirds of the Board may terminate the membership of any Member Institution that becomes ineligible or suspend/expel any Member Institution that shall be in default in the payment of dues, fees, or charges fixed and levied in accordance with these bylaws.
Any Member Institution may resign by filing with the President of the Center (the “President”) a written notice of resignation signed by the Member Institution’s authorizing official or other authorized agent of the Member Institution. Such notice must be filed with the President no later than six months before the end of the fiscal year of the Center.
The Board of Directors may provide by regulation (a) for the residual rights, if any, of any institution ceasing to be a Member of the Center, and (b) for the disposition of any books and other material deposited with the Center by such Member.
The termination of membership of any Member Institution, whether by resignation or by vote of the Board of Directors, shall not relieve such institution of the obligation to pay any dues, fees, or other charges accrued and unpaid before the date on which membership is terminated by vote of the Board of Directors. When the membership of a Member Institution is terminated, the Member Institution’s Voting Representatives or other representatives shall cease to serve the Center in any capacity to which they may have been elected or appointed.
Reinstatement. Upon written request filed with the President, any former Member may be reinstated to membership by the affirmative vote of two-thirds of the Board of Directors on such terms as the Board of Directors may deem appropriate.
Powers Reserved for the Voting Representatives. The powers reserved to the Voting Representatives are the following:
1. to approve the criteria for eligibility for membership as determined by the Board of Directors;
2. to elect the Board of Directors of the Center;
3. to approve the total amount of the budget of the Center and the total amount of dues, fees, or other charges to be levied against the Members;
4. to alter, amend, or repeal the bylaws of the Center, and to adopt new bylaws as provided in these bylaws;
5. to advise the Board of Directors on matters referred to the Voting Representatives by the Board of Directors for advice, and on matters which the Voting Representatives may originate.

Article 5: Meeting of Members

Annual Meeting. An annual meeting of the Members (“Annual Meeting”) will be held on a date and at a place, within or without the State of Illinois, as designated by the Board of Directors. At the Annual Meeting, Members elect the Board of Directors and conduct such other business as may come before the Members. Failure to hold the Annual Meeting at the designated time and place will not work a forfeiture or dissolution of the Center.
Special Meetings. Special meetings of the Members may be called by the Board Chair (“Chair”), the President, by the Board of Directors, or upon the signed written demand of twenty percent of the Member Institutions.
Participation and Place of Meetings. The annual meeting and special meetings may be held either a) in person and/or, b) at the discretion of the Board, by means of communications equipment or interactive technology by means of which all persons participating in the meeting can communicate with each other. Participation in an electronic meeting pursuant to this section will constitute attendance and presence in person at the meeting.
Notice of Meetings.
1. Annual Meeting. Written notice stating the place, day, and hour of the Annual Meeting shall be delivered electronically to the email address of record to each Voting Representative not less than thirty days and not more than sixty days before the date of such meeting.
2. Special Meetings. Written notice stating the place, day, hour, and purpose of a special meeting of the Members shall be delivered electronically to the email address of record to each Voting Representative not less than ten and not more than sixty days before the date of such meeting.
Quorum. The quorum for a meeting of Members shall be a majority of the Members registered for the meeting. If a quorum is not present at any meeting, a majority of the Voting Representatives present may adjourn the meeting to another time and place.
Voting/Decision Making. The act of a majority of the Voting Representatives present and voting at a meeting at which a quorum is present shall be the act of the Members, except where otherwise provided by law or by these bylaws. Action may be taken by the Members on matters submitted to the Voting Representatives in person or via electronic ballot. In person, such action becomes effective upon majority affirmative vote of Voting Representatives present and voting. Using electronic ballot, such action becomes effective upon majority affirmative vote of the Voting Representatives who submit an electronic ballot.
Proxies. A Voting Representative may vote by proxy at any meeting of the Members. Proxies must be executed in writing by the Voting Representative or a duly authorized representative of the Member Institution. A proxy shall be valid only for the meeting for which it is executed.

Article 6: Board of Directors

Powers. The Board is responsible for directing the affairs of the Center in accordance with its purpose and mission. The primary roles and responsibilities of the Board of Directors are governance, strategy, and resource development. The governance role requires that the Board hire, annually evaluate, and hold the Center’s President accountable; ensure the Board’s and Center’s adherence to all ethical, legal, fiduciary, policy, and regulatory requirements, including the Center’s conflict of interest policy; approve budgets, financial plans, and financial statements, and monitor and ensure the integrity of the Center’s financial reporting processes, internal control systems and audit. The strategy role requires that the Board advise, review, and approve the Center’s strategic plan, agree upon goals, and monitor the Center’s performance in implementing the strategy. The resource development role requires that the Board be capable of and willing to advocate for and assist in obtaining resources. The Board will address additional responsibilities as it deems necessary and appropriate for the Center. Directors are required to discharge their duties in accordance with their fiduciary duties, which include a duty of care, a duty of loyalty, and a duty of obedience.
Non-discrimination. It is the Center’s policy in employment and Board membership to comply with all appropriate state, federal, and local requirements pertaining to non-discrimination on the basis of race, color, religion, creed, national origin, age, sex, sexual orientation, gender identity and expression, veteran status, disability, familial status, marital status, pregnancy, genetic information, or any other characteristic protected under applicable federal, state, or local law.
Number and Qualifications. The Board of Directors shall consist of at least three and not more than fifteen elected directors. Up to three (3) directors may be unaffiliated with a Member Institution.
1. The elected directors shall be elected by the Voting Representatives.
2. No two directors shall be the representatives of the same Member Institution.
3. The President shall be a non-voting member of the Board of Directors.
Terms of Office. Directors shall be elected for terms of three years, with the terms staggered so that for any given election, approximately one-third of directors will be elected at each Annual Meeting. No director may serve more than two three-year terms in succession. The term of office of an elected director shall begin at the close of the meeting during which the director is elected and shall continue until the close of the meeting at which the director's successor is elected.
Resignation and Removal. If a director is absent from three consecutive meetings, this is considered a resignation unless they have been granted a prior leave of absence by the Board. Any director may resign at any time by giving written notice thereof, including by electronic mail, to the Board of Directors, the Chair or Secretary, or the President. Such resignation will take effect when the notice is delivered unless the notice specifies a future date; and, unless otherwise specified therein, the acceptance of such resignation will not be necessary to make it effective. Any director may be removed, with or without cause, at any time in accordance with the requirements in the Act.
Vacancies. The Board of Directors shall elect a new director to fill an unexpired term. Such election can take place at any meeting of the Board. Each director elected to fill a vacancy will hold office for the unexpired term of their predecessor in office. Service in filling an unexpired term shall not be considered in determining the director's eligibility for subsequent elected terms.
Compensation. Directors shall not receive any salary or compensation for their service as directors.
Regular Meetings. At least two regular meetings of the Board of Directors shall be held each year. One of those meetings shall be the annual meeting of the Board, which shall be scheduled as closely as practical with the Annual Meeting. Regular meetings of the Board of Directors may be held in person or virtually.
Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chair or upon the written request of at least four directors. Special meetings of the Board of Directors may be held in person or virtually.
Notice of Board Meetings.
1. Regular Meetings. The Board shall annually set a schedule for the place, date and hour of the Board meetings. The preliminary agenda shall be distributed no later than seven days before the meeting.
2. Special Meetings. Notice stating the place, day, and hour of a special meeting of the Board of Directors shall be delivered electronically to the email address of record to each director not less than ten days before the date of such meeting by, or at the direction of, the Chair, or the Secretary, or the Board of Directors.
3. Waiver of Notice. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where the director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Quorum. A majority of the entire Board shall constitute a quorum for the transaction of business at any meeting of the Board. If less than a majority of the directors are present at a meeting, a majority of the directors present may adjourn the meeting to a specific time.
Decision Making/Voting. The act of a majority of the directors entitled to vote and present at a meeting at which a quorum is present shall be the act of the Board of Directors except where otherwise provided by law or by these bylaws. In the event of a hung board where the vote is evenly divided, the action does not pass. No director shall vote by proxy. Action may be taken by the Board on matters submitted to the directors in person or by electronic ballot.
Executive Session. The voting members of the Board of Directors may enter Executive Session upon adoption of a motion by a member of the Board to enter executive session. The minutes of the executive session are confidential and should be distributed to only those who were present in the session. If a vote is conducted, the final decision must be reflected in the Board minutes.
Electronic Participation. Directors may participate in a meeting of the Board or a committee of the Board by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other, and participation in a meeting pursuant to this section will constitute attendance and presence in person at the meeting.
Action by Consent in Lieu of Meeting. Votes may be conducted electronically. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if consent in writing, setting forth the action so taken, is approved in writing by all of the members of the Board or committee, as the case may be. The consents must set forth the action to be taken and all approvals evidencing the consent must be delivered to the Secretary and filed in the corporate records with the minutes of the meeting of the Board or the committee. Votes may made in counterparts with the same force and effect as if all directors had voted simultaneously. The action will be effective when all the directors or committee members, as the case may be, have approved the consent, unless the consent specifies a different effective date.

Article 7: Officers

Officers. The officers of the Center shall be a Chair, a Vice-Chair, a Secretary, and a Treasurer. The bylaws may be amended to include additional officers as may be deemed necessary. The Chair, Vice-Chair, Secretary, and Treasurer must be directors. Other officers may, but need not, be directors. The Secretary and Treasurer offices may be held by the same person. All officers are subordinate and responsible to the Board of Directors.
Election and Terms of Office. The officers of the Center shall be elected annually by the Board of Directors at the annual meeting of the Board. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as convenient. Vacancies may be filled, or new offices created and filled at any meeting of the Board of Directors. The Chair will be elected for a single two (2) year term. The Vice Chair, Secretary, and Treasurer will be elected for a two (2) year term, which may be renewed by vote of the Board. This term of office may continue beyond the officer’s term of office as a director, and each officer shall hold office until the successor is elected.
Vacancies. The Board of Directors shall elect a new director to fill an unexpired term of an officer.
Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Center would be served thereby.
Powers and Duties. The powers and duties of the officers will be as follows:
1. Chair. The Chair shall preside at all meetings of the Members, the Board of Directors, and the Executive Committee. The Chair may sign, with the Secretary or any other proper officer of the Center authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly and exclusively delegated by the Board of Directors, or by these bylaws, or by statute, to some other officer or agent of the Center. The Chair shall be an ex-officio member of all standing committees of the Board of Directors. In general, the Chair shall perform all duties incident to the office and such other duties as may be prescribed by the Board of Directors from time to time.
2. Vice-Chair. In the absence of the Chair, or in the event of the Chair’s inability or refusal to act, the Vice-Chair shall perform the duties of the Chair and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair. The Vice-Chair shall perform such other duties as from time to time may be assigned to the Vice-Chair by the Chair or by the Board of Directors.
3. Treasurer. The position of Treasurer shall be bonded in such sum or surety as the Board of Directors shall determine. The Treasurer shall act under the supervision of the Board; shall serve ex-officio as the chair of the Budget & Finance Committee; shall have charge of and have oversight responsibility for the funds of the Center, and shall ensure the preparation and preservation of accurate and adequate records of the assets, liabilities and transactions of the Center. The Treasurer shall ensure the deposit of all monies and other valuable effects of the Center in the name of and to the credit of the Center in such banks, trust companies, or other depositories as used by the Center. In general, the Treasurer shall perform all the duties incident to the office of Treasurer and any other duties as may be assigned by the Board.
4. Secretary. The Secretary shall be responsible for ensuring the preparation and maintenance of the minutes of the meetings of the Members and of the Board of Directors, and of committees having any of the authority of the Board, see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; and, in general, perform all duties incident to the office of Secretary, and such other duties as from time to time may be assigned to the Secretary by the Chair, or by the Board of Directors.
5. President. The President shall be the principal executive officer of the Center responsible for the execution of the policies and decisions of the Board of Directors and will, in general, supervise and control all of the business and affairs of the Center. The President will report to the Board and will be appointed by a term or terms of whatever duration is determined by the Board. The President may sign, with the Chair, the Secretary, or any other proper officer of the Center authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof is expressly and exclusively delegated by the Board of Directors, or by these bylaws, or by statute, to some officer or agent of the corporation. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President shall be an ex-officio member of all committees, except in cases where the Board of Directors specifically charters a committee to exclude the President from membership. The President shall make an annual report to the Board of Directors.

Article 8: Committees

Structure. The Board may, by resolution passed by a majority of the whole Board, establish standing or special committees as it deems appropriate, with such duties and responsibilities as it will designate, except that no committee has the power to do any of the things a committee is prohibited from doing pursuant to state statute (including the Act) or federal law.
1. Appointment. The Board of Directors will appoint the members of each committee, each of which will act to provide recommendations to and seek the approval of the Board in accordance with said resolution.
2. Composition. Each committee must be composed of at least two (2) directors and may include non-director volunteers if permitted by the committee charter. With the exception of the Nominating Committee, the Chair of each committee must be a director and the majority of the committee must be directors.
3. Quorum. A majority of any committee will constitute a quorum, and a majority of committee members present and voting at a meeting at which a quorum is present is necessary for committee action. A committee may act by unanimous consent in writing without a meeting and, subject to the provisions of these Bylaws or action by the Board of Directors, the committee by majority vote of its members will determine the time and place of meetings and the notice required therefor.
4. Minutes. Each committee will keep accurate and complete meeting minutes that will be included in the minute books of the Center.
Standing Committees. There will be four standing committees as follows: Executive Committee; Nominating; Audit; and Budget & Finance.
1. Executive Committee. The Executive Committee will be composed of the officers of the Center, which shall be empowered to act for the Board of Directors during the interim periods between meetings of the Board subject to its ratification. All members of the Executive Committee must be directors. The minutes of actions taken by the Executive Committee shall be provided to all directors at or in advance of the next scheduled Board meeting and shall be included in the minute books of the Center. The Executive Committee (minus any interested party, such as the President) is also responsible for:
  • overseeing and managing the President’s performance evaluation;
  • assisting the Board in determining the President’s compensation package;
  • monitoring and advising the Board with regard to general employment-related risk management issues;
  • making recommendations to the Nominating Committee for potential Board members;
  • making recommendations to the Chair regarding performance of the Board as a whole as well as individual director contributions;
  • ensuring that the Board and Center adhere to all ethical, legal, and regulatory requirements, including filing the Corporate Annual Report, and reviewing and keeping governance documents updated;
  • ensuring that all Committees have a clear, defined charter and are performing effectively; and
  • performing such other related activities as may be assigned by the Board.
2. Nominating Committee. The members and Chair of the Nominating Committee will be appointed in accordance with Article 8, Section 1, and will be composed of the President, at least one officer, and Voting Representatives appointed by the Board. Except for the President and the appointed officer(s), all other directors are excluded from the committee. The Nominating Committee will be responsible for nominating candidates for the Board of Directors. Non-Board members of the Nominating Committee shall be excluded from nomination.
3. Audit Committee. The members and Chair of the Audit Committee will be appointed in accordance with Article 8, Section 1. This committee will be responsible for the following: overseeing the Center’s annual financial audit, including recommending and retaining independent external auditors, meeting with the auditors to discuss the audit, reviewing the Center’s audited financial statements, and assessing the effectiveness of the audits and the auditors; overseeing the filing of annual financial reports and registration materials with the Illinois Secretary of State’s office; reviewing the institutional policies and compliance with respect to conflicts of interest and other policies relating to institutional compliance with laws; overseeing general risk management issues; and performing such other related activities as may be assigned by the Board.
4. Budget & Finance Committee. The Treasurer shall serve as chair of the Budget & Finance Committee and the members of the Budget & Finance Committee will be appointed in accordance with Article 8, Section 1. This committee will be responsible for the following: reviewing the Center’s annual budget, recommending such budget to the Board for the Board’s approval, and maintaining ongoing oversight of the Center’s financial performance; overseeing and annually reviewing the Center’s finance and investment policies; advising the Board with regard to insurance and finance-related risk management issues; and performing such other related activities as may be assigned by the Board.
Term of Office. Each member of an appointed committee shall continue for the term designated by the charge of the committee, or if no term is stipulated, until the committee has completed its work, unless removed from the committee by the chair of the Board, or unless the committee member resigns. Each member of an elected committee shall serve for the term for which the person was elected, unless the person resigns.
Vacancies. Vacancies in the membership of any committee may be filled in the same manner as provided in the case of the original appointment or election.

Article 9: Conflicts of Interest Policy

A conflict of interest occurs when a person under a duty to promote the interests of the Center (a “fiduciary”) is in a position to promote a competing interest instead. Fiduciaries include all Center employees, directors or officers, and members of any Center committee. Undisclosed or unresolved conflicts of interest are a breach of the duty to act in the best interests of the Center and work to the detriment of the Center. The Board will maintain and implement a written policy with respect to conflicts of interest of directors, officers, committee members, and any staff. The policy shall prohibit directors, officers, committee members, and any staff from maintaining substantial personal or business interests that conflict with those of the Center; shall require directors, officers, committee members, and staff to execute a conflicts of interest statement; and shall include guidelines for the resolution of any existing or apparent conflict of interest.

Article 10: Authority and Approvals

Checks and Banks Accounts. The Board is authorized to select such banks or deposit institutions as it deems proper for the Center’s funds. The Center will follow its financial policies and procedures with respect to checks, drafts, or other orders for payment.
Contracts. The Center shall not enter into any contract exceeding the threshold established by the Board, unless authorized by the Board of Directors. Such authority may be general or confined to specific instances.
The Board authorizes the President, or their designee as authorized in writing by the President, to enter into any contracts and agreements in the name of and on behalf of the Center that do not require Board approval and any documents that require Board approval that the Board has approved.
Loans. No debt such as bank loans, lines of credit, promissory notes, or mortgages will be contracted on behalf of the Center and no evidence of indebtedness will be issued in its name unless authorized by the Board of Directors. Such authority may be general or confined to specific instances.
Limitation of Authority. No action by any director, officer, or committee will be binding upon, or constitute an expression of, the policy of the Center until it has been approved or ratiﬁed by the Board of Directors.
Prohibited Conduct. No part of the net earnings of the Center shall inure to the benefit of, or be distributable to its directors, officers, or other private persons, except that the Center shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes described in section 501(c)(3) of the Internal Revenue Code. No substantial part of the activities of the Center shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Center shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, the Center shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article 11: Books and Records

The Center shall keep correct and complete books and records of account, required minutes, and other records in accordance with applicable laws, including the Act, and policies established by the Center, and make them available to Members as required by law, the Act, and Center policies.

Article 12: Fiscal Year

The Center’s fiscal year will begin on the first day in July of each year and end on the thirtieth day of June the following year.

Article 13: Dues and Service Charges

Annual Dues and Charges. The Board of Directors will determine the formula for calculating Member dues, fees, and other charges payable to the Center by the Members, and will communicate that formula to the Members at the Annual Meeting or at any other meeting of the Members.
Payment of Dues and Charges. The dues, fees, and other charges, assessed by the Board of Directors on the Members, shall be paid by October 1st, unless otherwise provided by resolution of the Board of Directors.
Prorating of New Member Dues. The dues, fees, and other charges assessed on a new Member Institution shall be pro-rated from the date on which the new institution is elected a Member for the remainder of the fiscal year of the Center. Other charges for the use of the Center or its services shall be paid as directed by the regulation of the Center relating thereto.
Default and Termination of Membership. When any Member is in default in the payment of dues or charges for a period of six months, its membership in the Center may thereupon be terminated by the Board of Directors in the manner provided in Article 4 of these bylaws.

Article 14: Amendments to Bylaws

Except as otherwise provided by law, these bylaws may be altered, amended, or repealed and new bylaws may be adopted by a majority of the Voting Representatives present at any regular meeting or at any special meeting of the Members at which a quorum is present, provided that at least fifteen days’ prior written notice is given and that the notice of the meeting states the general nature of the changes to the bylaws that are to be considered at the meeting.

Article 15: Indemnification

The Center shall indemnify all officers, directors, employees, and agents to the fullest extent permitted by the Act and will be entitled to purchase insurance for such indemnification to the fullest extent as determined from time to time by the Board.

Article 16: Parliamentary Authority

Center meetings, including Board and Board committee meetings and meetings of the Members, will be governed by rules of order as authorized by the Board.

Article 17: Dissolution

The Center may be dissolved in accordance with the requirements of the Act. Upon dissolution of the Center, the assets of the Center shall be applied and distributed as follows:

All liabilities and obligations of the Center shall be paid, satisfied, and discharged, or adequate provision shall be made therefore.
Assets held by the Center upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements.
Assets received and held by the Center subject to limitations permitting their use only for literary, educational, scientific, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more organizations exempt from income tax as organizations described in section 501(c)(3) of the Internal Revenue Code having as and pursuing purposes substantially similar to those of the Center, pursuant to a duly adopted plan of distribution.
Any remaining assets shall be distributed to one or more organizations exempt from income tax as organizations described in section 501(c)(3) of the Internal Revenue Code for any one or more literary, educational, or scientific purpose or purposes, or to the federal government, or to a state or local government, for a public purpose, pursuant to a duly adopted plan of distribution, or by a court to one or more such organizations to be used in such manner as in the judgment of the court will best accomplish the purposes for which the Center was organized.