I. Name

The name of the body is the CIFNAL: Collaborative Initiative for French Language Collections/Collectif international des fonds documentaires en langue française. CIFNAL is an unincorporated association, with the Center for Research Libraries (CRL) acting in the capacity of fiscal and legal agent.

II. Purpose

The purpose of CIFNAL is to improve access to French and francophone resources for North American libraries and to North American resources for francophone libraries; promote collaboration and resource sharing among North American libraries; make collections more interconnected; promote collaboration and resource sharing between North American and francophone libraries.

III. Membership

1. Membership in CIFNAL is open to institutions and individuals concerned with higher education or research and actively engaged in facilitating access to research resources relating to francophone studies. The membership shall consist of North American and francophone libraries, universities or other academic or research institutions, and include librarians and scholars from a range of academic institutions, large and small. Institutions need not be members of CRL to participate in CIFNAL.
2. There are two categories of membership: Institutional and Personal.
   1. Institutional Members are academic or research institutions that agree to participate, to abide by the terms and conditions set forth in the bylaws, and to fulfill responsibilities outlined in the participant agreement.
      Each institution shall designate a Member Representative to serve as the official contact and voting representative of the institution. However, all employees, staff, faculty, students, and associates of an Institutional Member may participate in committees and contribute to activities of CIFNAL. Benefits provided to Institutional Members shall be conferred to all members of the institution.
      Institutional Members through their representatives are eligible to propose, enact, and otherwise participate in project activities and derive benefit therefrom, participate in project meetings and communications, vote on governance issues and other matters requiring membership approval, stand for elected offices and serve on the Steering Committee and other working groups and task forces, and to elect officers and Steering Committee members.
   2. Personal Members are individuals interested in contributing to the objectives and activities of CIFNAL, even though their institution is not an institutional member.
      Personal Members are eligible to participate in project activities, stand for elected offices and serve on the Steering Committee and other working groups and task forces. Certain benefits provided to Institutional Members may not apply to Personal Members. Personal Members are ineligible to vote on matters of project activity or governance unless otherwise outlined in this document.
3. An institution/individual may join CIFNAL upon submission of a statement of intent to join and upon completion of a participant agreement signed by an authorized representative of the institution/individual.

IV. Governance

1. CIFNAL shall be governed by a committee comprised of the Member Representatives of each Institutional Member.
2. The committee is empowered to consider and formulate the policies and procedures governing CIFNAL, elect officers, Steering Committee members, and Working Group Coordinators, amend bylaws, and consider and vote on matters requiring membership approval as necessary.
3. All Institutional Members shall have equal votes on matters requiring a formal approval. Each institution shall be accorded one vote, to be decided and cast by the Member Representative.
4. Votes shall be conducted by mail or electronic ballot, or during the course of official meetings. A Member Representative may designate another staff member to represent the institution, should the Member Representative not be available at the time of voting. A vote at an official meeting is valid on all issues if a quorum of one-half plus one of the Member Representatives is in attendance.
5. Issues of CIFNAL policy or practice shall not intentionally conflict with or contradict the policies and practices of any member institution or the Center for Research Libraries. Where conflicts may arise, the policies of the institution shall prevail.

V. Steering Committee

1. CIFNAL shall be managed by a Steering Committee comprised of elected representatives from the membership. Procedures are outlined in Section VIII.
2. The Steering Committee is empowered to conduct the business of CIFNAL in accordance with the recommendations of the membership; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for CIFNAL; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects.
3. The Steering Committee shall consist of at least five representatives of CIFNAL.
   1. Two representatives shall be elected to at-large positions on the Steering Committee for a two-year term.
   2. A Secretary shall be elected for a three-year term to record, post and distribute minutes of meetings of the Steering Committee and the Membership.
   3. The Chair of CIFNAL shall chair the Steering Committee.
   4. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected terms.
   5. A representative of CRL shall serve as an ex officio member of the Steering Committee.
   6. The Chair shall appoint an additional member at large to the Steering Committee for a two year term as a representative from a francophone institution.
4. An advisory group of scholars and end-users, including representatives from academic organizations concerned with library and scholarly issues in francophone studies as well as nonacademic information users and providers, shall be appointed by the Steering Committee as appropriate. The makeup of the advisory group shall be formulated to provide a balance of opinion and diversity of expertise. Members of the advisory group need not be from institutions that are a member of CIFNAL, and shall serve as ex-officio members of the Steering Committee.
5. All elected representatives on the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each member shall be accorded one vote. Ex-officio members shall be nonvoting members.
6. Steering Committee Members may be reelected for one additional term. Elected members begin their term of office immediately following the annual membership meeting.
7. In the event a member is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term. Following this period, the replacement shall be eligible to stand for election according to the terms of Section V.F. above.
8. A Steering Committee member may be removed from office by the Steering Committee whenever, in their judgment, he or she does not fulfill the duties of the office. Removal may be enacted by a two-thirds vote of the Steering Committee.

VI. Officers

1. Chair
   1. A Chair of CIFNAL shall be elected from among representatives of the membership in accordance with the procedures in Section VIII. The Chair automatically becomes a member of the Steering Committee.
   2. The duties of the Chair are to arrange, prepare for, and preside over meetings of the Steering Committee and membership; implement, coordinate, or distribute responsibilities for projects and activities of CIFNAL; regularly report to and communicate with the membership; arrange for elections and ballots on matters of official project activity or governance; undertake correspondence and represent CIFNAL to external parties; and act as liaison to CRL and other appropriate governing bodies.
   3. The Chair shall serve a term of three years; reelection is permitted. The Chair shall serve as an ex-officio member of the Steering Committee for one year following term of office.
   4. In the event a Chair is unable to serve a full term, the Steering Committee shall appoint a Chair pro tem to serve until the next election. Following this period, the replacement shall be eligible to stand for election according to the terms of Section VI.A.3 above.
   5. The Chair may be removed from office by the Steering Committee whenever, in their judgment, he or she does not fulfill the duties of the office. Removal may be enacted by a two-thirds vote of the Steering Committee.

VII. Working Groups and Task Forces

1. Working Groups: The Steering Committee shall appoint standing Working Groups for continuing duties to enact project business.
   1. Working Groups shall be comprised of Member Representatives and Personal Members who elect to participate.
   2. Working Groups shall be chaired by a Coordinator, who shall be elected in accordance with the procedures in Section VIII. Working Group Coordinators shall serve a term of three years.
   3. Elected Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their elected terms.
   4. A Working Group can be terminated by a majority vote of the Steering Committee.
2. Task Forces: The Chair, in consultation with the Steering Committee, shall appoint necessary Task Forces to accomplish projects of limited duration.

VIII. Elections

1. Elections for the Chair, members of the Steering Committee, Working Group Coordinators, and all elected officers shall be conducted by mail or electronic ballot.
   1. The Chair of the Steering Committee shall appoint members to a Nominating Committee which shall solicit nominations from Member Representatives, compose a slate of candidates, and obtain their agreement to serve.
   2. No later than sixty (60) days before the annual meeting, the Nominating Committee shall forward the slate of candidates to the CRL representative to conduct the ballot.
   3. Election shall be decided by a simple majority vote by voting Member Representatives. Any ties shall be broken by a vote of the incumbent Steering Committee.
   4. The nominating committee shall inform the successful candidates and shall announce the election results to the membership.

IX. Meetings

1. Steering Committee Meetings
   1. The Steering Committee shall meet at least once a year, as arranged by the Chair, with notification beforehand. The meeting may be held in conjunction with the annual meeting of the American Library Association or with any other meeting or event convenient or appropriate for the incumbent Steering Committee. The Committee may convene at additional times during the year in person or via other communication methods, as arranged by the Chair with notification beforehand.
   2. The members of the Steering Committee attend all Steering Committee meetings. In exceptional circumstances, and at the discretion of the Chair, a Steering Committee member may delegate a representative to attend in his or her place, who shall have the member's full voting rights.
   3. Steering Committee meetings shall be open for attendance by all members unless specifically designated otherwise.
2. Working Group and Task Force Meetings
   1. Meetings of Working Groups and Task Forces shall be arranged as necessary. Meetings shall be open for attendance by all members unless specifically designated otherwise.
3. Membership Meeting
   1. An open meeting of CIFNAL may be held once a year, as arranged by the Chair, with notification beforehand, to transact such business as may come before the membership. This meeting may be held in conjunction with or as part of the annual Steering Committee meeting.
   2. Membership attendance is not required at membership meetings, though a Member Representative or his or her designee must be present at the meeting in order to vote. In consideration of the international composition of membership, issues requiring voting by the membership should be presented in advance of official meetings to allow for input by members unable to attend meetings.

X. Administration, Finance, and Ownership

1. Administration: CIFNAL shall be administered by CRL.
   CRL shall assist with fiscal management (e.g., accounting, disbursements, invoicing, financial reporting, and audits); procurement of necessary legal services (review of contracts, agreements, templates for partnerships and collaborative activities, execution of cooperative agreements); project logistics (meeting arrangements, communications, including project reporting, notifications, shipping and delivery of materials, etc.); rights acquisition and management; licensing/managing subscription access to materials; and other project management activities as appropriate and feasible. Fees to cover costs of activity and base expenses of administration may be assessed to CIFNAL by CRL.
   CRL shall provide financial reports to the Steering Committee on an annual basis and at the request of the Steering Committee.
2. Fiscal Year: The fiscal year of CIFNAL begins on July 1 and ends on June 30 of the following year.
3. Management and Disbursement of Funds: Projects and activities shall be funded by monies raised by CIFNAL, whether through grants, contributions, donations, fees, or other means. The Chair and Steering Committee are responsible for fiscal decisions dealing with monies allocated to or raised by CIFNAL. These officers shall consult with the membership on a regular basis concerning dispersal of funds.
   No part of the net earnings of CIFNAL shall be distributed to the benefit of any member or officer of CIFNAL nor any private individual (except that of reasonable compensation which may be paid for services rendered to or for CIFNAL).
4. Fees: CIFNAL may, at its discretion, assess fees for membership and participation. Fees shall be used to support project initiatives, value-added services such as may become available, or activities that are funded through subscriptions, use fees, or mechanisms for cost-recovery.
5. Ownership: Assets acquired by CIFNAL shall be the property of the Center for Research Libraries, unless otherwise specified and agreed to in writing.
6. Dissolution: In the event of the dissolution or termination of CIFNAL, assets and property of CIFNAL shall remain with CRL. In the event of the dissolution of CRL, all remaining assets and property of CIFNAL, after payment of necessary expenses thereof, shall return to CIFNAL, to be disbursed at the discretion of the Steering Committee.

XI. Amendments

Amendments to the bylaws may be proposed by any Institutional Member of CIFNAL. Amendments must be submitted in writing and shall be considered by the Member Representatives at the next membership meeting. A simple majority vote ensures the placement of the proposed amendment on a mail ballot.
Amendments to the bylaws shall be conducted by mail or electronic ballot. A proposed amendment is considered adopted if it receives a two-thirds affirmative vote from voting Member Representatives. The Chair shall arrange to add the adopted amendment to the official copies of the bylaws.

XII. Implementation

These bylaws shall come into force upon adoption by a two-thirds affirmative vote from voting Institutional Members.