ARTICLES OF INCORPORATION of

NORTHWEST ASSOCIATION OF
PRIVATE COLLEGE AND UNIVERSITY LIBRARIES

The undersigned, acting as an incorporator under the Oregon Nonprofit Corporation Act, adopts the following Articles of Incorporation:

ARTICLE I

The name of this corporation is NORTHWEST ASSOCIATION OF PRIVATE COLLEGE AND UNIVERSITY LIBRARIES, and its duration shall be perpetual.

ARTICLE II

The purpose for which the corporation is organized is to initiate and coordinate interinstitutional cooperative library programs among its members. The corporation is not organized for profit and no part of its assets shall inure to the benefit of any private individual.

ARTICLE III

The corporation has one class of members. Membership is open to the libraries of all four-year private colleges and universities accredited by the Northwest Association of Secondary and Higher Schools, and which are exempt organizations under Section 501 (c) (3) of the Internal Revenue Code, as amended. Each library which becomes a member of the corporation shall have the right to designate one member of the corporation's Board of Trustees. The Board of Trustees will manage the business, property, and affairs of the corporation. All other provisions governing the regulation and management of the corporation will be contained in the by-laws of the corporation.

ARTICLE IV

The number of trustees constituting the initial Board of Trustees of the corporation is five, and the names and addresses of the persons who are to serve as Trustees until the first annual meeting or until their successors are elected and shall take office are:

NAME ADDRESS

Joseph P. Browne University Of Portland
5000 N. Willamette Blvd.
Portland, Oregon 97203

Richard G. Elliott College of Idaho
Caldwell, Idaho 83605

John Heussman Pacific Lutheran University
Tacoma, Washington 98447

Arley D. Jonish Whitman College
Walla Walla, Washington 99362

Vicki R. Kreimeyer Lewis and Clark College
0615 S.W. Palatine Hill Road
Portland, Oregon 67219

ARTICLE V

In the event of dissolution of the corporation, any of its assets not required by law or by conditions imposed by the donor to be otherwise applied or distributed shall be distributed as follows:

A. To organization (s) of similar character to this corporation formed for substantially the same purpose as this corporation; or,

B. In the discretion of the last Board of Trustees of the corporation, to the libraries of the colleges or universities that were members of the corporation immediately prior to its dissolution.

In no event shall any of such assets be distributed except to an organization organized and operated exclusively for any one or more of the purposes listed in Section 501 (c) (3) of the Internal Revenue Code, as amended.

ARTICLE VI

The address of the initial registered office of the corporation is 5000 N. Willamette Blvd., Portland, OR 97203, and the name of its registered agent at such address is Joseph P. Browne.

ARTICLE VII

The name and address of the incorporator is Joseph P. Browne, 5000 N. Willamette Blvd., Portland, OR 97203.

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BYLAWS FOR

NORTHWEST ASSOCIATION OF
PRIVATE COLLEGE AND UNIVERSITY LIBRARIES
(NAPCU Libraries)

 

ARTICLES I. OFFICES

The principal office of the corporation in the State Oregon shall be located in the City of Portland, County of Multnomah. The corporation may have such other offices, either within or without the State of Oregon, as the Board of Trustees may determine or as the affairs of the corporation may require from time to time.

The corporation shall have and continuously maintain in the State of Oregon a registered office, and a registered agent whose office is identical with such registered office, as required by the Oregon Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of Oregon, and the address of the registered office may be changed from time to time by the Board of Trustees.

ARTICLES II. MEMBERS

Section 1. Classes of Members . The corporation shall have one class of members. The designation of such and the qualifications and rights of the members of such class shall be as follows: the libraries of all four-year private colleges and universities accredited by the Northwest Association of Secondary and Higher Schools, and which are exempt organizations under Section 501 (c) (3) of the Internal Revenue Code, as amended, shall be eligible for membership. Each library, which becomes a member of the corporation shall have the right to designate on member of the corporation's Board of Trustees.

Section 2. Election of Members . Libraries eligible for membership, upon application and payment of dues, shall be designated as duly elected members of the corporation by the Board of Trustees.

Section 3. Voting Rights . Each member library shall be entitled to one vote on each matter submitted to a vote of the members.

Section 4. Termination of Membership . The Board of Trustees may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or who shall be in default in the payment of dues for the period fixed in Article X of these Bylaws. Such termination of membership shall take effect at the end of the fiscal year in which the action is taken by the Board of Trustees.

Section 5. Resignation . Any member may resign by filing a written resignation with the Secretary-Treasurer, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid through the current fiscal year.

Section 6. Reinstatement . Upon written request signed by a former member and filed with the Secretary-Treasurer, the Board of Trustees may, by the affirmative vote of two-thirds of the members of the Board, reinstate such former member to membership upon such terms as the Board of Trustee may deem appropriate.

Section 7. Transfer of Membership . Membership in this corporation is not transferable or assignable.

ARTICLE III. BOARD OF TRUSTEES

Section 1. General Powers . The affairs of the corporation shall be managed by its Board of Trustees, composed of one representative of each member library of the corporation. Each library shall inform the Secretary-Treasurer of the individual who will act as its Trustee. Trustees need not be residents of the State of Oregon.

Section 2. Number, Tenure, and Qualifications . The number of Trustees shall be equivalent to the number of institutions which are members of the corporation. Each Trustee shall hold office at the pleasure of the member institution which he represents, and until his successor shall have been designated and qualified by such member institution.

Section 3. Annual Meeting . An annual meeting of the Board of Trustees shall be held during the fall of each year, beginning 1981. The meeting shall ordinarily be held in conjunction with a two-day workshop to which all personnel in NAPCU libraries are invited.

Section 4. Special Meeting . Special meetings of the Board of Trustees may be called by or at the request of the officers of the Board, or not less than one-third of the Board members.

Section 5. Place of Meeting . The Board of Trustees may designate any place, either within or without the State of Oregon, as the place of meeting for any annual meeting or for any special meeting called by the Board of Trustees. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Oregon; but if all the members of the Board of Trustees shall meet at any time and place, either within or without the State of Oregon, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 6. Notice of Meetings . Written notice of any meeting of the Board of Trustees shall be sent to the NAPCU Libraries Trustee at each member library not less than ten (10) days nor more than sixty (60) days before the date of such meeting.

Section 7. Quorum . One-third of the Board of Trustees shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a quorum of the Trustees are present at said meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice.

Section 8. Proxies . At any meeting of the Board of Trustees, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after six months from the date of its execution unless otherwise provided in the proxy.

Section 9. Manner of Acting . The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless the act of a greater number is required by law or by these Bylaws.

Section 10. Compensation . Trustees shall not receive any compensation for their services as Trustees. The Board of Trustees, however, may authorize reimbursement of expenses incurred on behalf of the Corporation.

Section 11. Informal Action by Trustees . Any action required by law to be taken at a meeting of Trustees, or any action which may be taken at a meeting of Trustees, may be taken without a meeting if a majority of the Board consents in writing to the action so taken.

Section 12. Rules of Order . The latest edition of Robert's Rules of Order shall be the authority for parliamentary usage at all meetings of the Corporation, insofar as it does not conflict with these bylaws or other rules adopted by the Association.

ARTICLE IV. OFFICERS

Section 1. Officers . The officers of the Corporation shall be a Chairman and a Secretary-Treasurer. These officers plus one Trustee from each geographic grouping (Oregon, Western Washington and Eastern Washington-Idaho-Montana) elected at large by the Board of Trustees, shall compose the Executive Committee. The Board of Trustees shall delegate responsibility to the Executive Committee. The Board of Trustees shall delegate responsibility to the Executive Committee to act on behalf of the Board of Trustees between meetings, except as provided in Article V Section 1.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Trustees at the regular annual meeting of the Board of Trustees. The representatives from each of the three geographic groupings shall be elected by the Board upon the recommendation of the Board members from each of the respective groupings. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified.

Section 3. Removal . Any officer elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 4. Vacancies . A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Trustees for the unexpired portion of the term.

Section 5. Chairman . The Chairman shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the corporation. He shall preside at all meetings of the members of the Board of Trustees. He may sign, with the Secretary-Treasurer or any other proper officer of the corporation authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the Board of Trustees or by these Bylaws or by statute to some other officer or agent of the corporation; and in general he shall perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board of Trustees from time to time. In the absence of the Chairman, or in event of his inability or refusal to act, the Executive Committee shall designate an Acting Chairman to perform the duties of chairman.

Section 6. Secretary-Treasury . The Secretary-Treasurer shall keep the minutes of the meetings of the Board of Trustees; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records; keep a register of the post office address of each member library and its Trustee which shall be furnished to the Secretary-Treasurer by each member.

If required by the Board of Trustees, the Secretary-Treasurer shall give a bond for the faithful discharge of his duties in such sum and with the surety or sureties as the Board of Trustees shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and in general perform all the duties incident to the office of Secretary-Treasurer and such other duties as from time to time may be assigned to him by the Chairman or by the Board of Trustees.

ARTICLE V. COMMITTEES

Section 1. Executive Committee . The Executive Committee provided for by Article IV, Section 1, shall have and exercise the authority of the Board of Trustees in the management of the corporation between meetings of the Board of Trustees except that the Executive Committee or Trustee or officer of the corporation; amending, altering, or repealing the Bylaws; electing, appointing, or removing any member of the articles of incorporation; restating articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange , or mortgage of all or substantially all of the property and assets of the corporation; or amending, altering, or repealing any resolution of the Board o f Trustees which by its terms provides that it shall not be amended, altered, or repealed by the Executive Committee. The Executive Committee shall not operate to relieve the Board of Trustees or any individual Trustee, of any responsibility imposed upon it or him by law. The Executive Committee is authorized to transact its business by telephone and / or by U.S. mail.

Section 2. Other Committees . Other committees not having and exercising the authority of the Board of Trustees in the management of the corporation may be appointed in such manner as may be designated by a resolution adopted by a majority of the Trustees present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each committee shall be affiliated with members of the corporation, and the Chairman of the corporation shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation shall be served such removal.

Section 3. Term of Office . Each member of a committee shall continue as such until the next annual meeting of the members of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 4. Chairman . One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof.

Section 5. Vacancies . Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 6. Quorum . Unless otherwise provided in the resolution of the Board of Trustees designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7. Rules . Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Trustees.

ARTICLE VI. SUBGROUPINGS

Any combination of individual NAPCU Libraries amy act under the aegis of NAPCU Libraries Corporation (e.g., in submitting grant applications, making purchases, etc.), provided that they have the prior authorization of the Executive Committee. The Executive Committee may require that this authorization be obtained from a majority of the Board of Trustees. Such sub-groupings may not commit corporation funds without the approval of a majority of the Board of Trustees. The Board of Trustees may grant these approvals by a mail vote.

ARTICLE VIII. BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Trustees and committees having any of the authority of the Board of Trustees, and shall keep at its registered or principal office a record giving the names and addresses of the Board members entitled to vote. All books and records of the corporation may be inspected by any member, or his agent or attorney, for any proper at any reasonable time.

ARTICLE IX. FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

ARTICLE X. DUES

Section 1. Annual Dues . The Board of Trustees shall determine at each annual meeting the amount of annual dues payable to the corporation by the members for the succeeding fiscal year. The maximum dues shall not exceed $25.00 per institution per year.

Section 2. Payment of Dues . Dues shall be payable on the first day of April in each fiscal year.

Section 3. Default and Termination of Membership . When any member shall be in default in the payment of dues for a period of three months from the beginning of the fiscal year or period for which such dues became payable, his membership may thereupon be terminated by the Board of Trustees in the manner provided in Article II of the Bylaws.

ARTICLE XI. WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the Oregon Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XII. AMENDMENTS TO BYLAWS

These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a two-thirds vote of the Trustees present at any regular meeting or at any special meeting, if at least ten days written notice is given of intention to alter, amend, or repeal or to adopt new Bylaws at such meeting.

GENERAL RULES OF ORDER

1. Though the Bylaws call for each institution to have only one vote (to be cast by its Trustees), the chairman may call for a voice vote from everyone present unless a Trustee demands that the voting be in accord with the Bylaws.

2. Among the responsibilities of the chairman is that of preparing a program for the annual fall workshop. This responsibility may be delegated by the chairman, even to one who is not a Trustee.

3. By “responsible official” in Article VI Section 2 is meant one who is authorized by the institution to spend institutional funds or make financial commitments. This may be, for example, the library director within the limits of his budget, the financial vice-president or treasurer, the president, etc.