I. Name
The name of the body is Latin Americanist Research Resources Project (LARRP). LARRP 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 LARRP is to increase free and open access to information in support of learning and scholarship in Latin American Studies. It mobilizes collaborative activities among individuals and organizations on a global scale and particularly cultivates relationships within the academic library community.
III. Membership
A. Membership in LARRP is open to institutions concerned with higher education or research and actively engaged in facilitating access to research resources relating to Latin American studies. The membership shall consist of libraries, universities or other academic or research institutions. Institutions need not be members of CRL to participate in LARRP.
B. There are two categories of membership: Institutional Member and Affiliate Institution.
1. Institutional Members are academic or research institutions that agree to participate, to pay annual membership fees, to abide by the terms and conditions set forth in the bylaws, and to fulfill responsibilities outlined in the participant agreement.
Each Institutional Member 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 LARRP.
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 Advisory Committee and other working groups and task forces, and to elect officers and Advisory Committee members.
2. Affiliate Institutions are organizations in Latin America interested in contributing to the objectives and activities of LARRP.
Affiliate Institutions are eligible to participate in project activities. Certain benefits provided to Institutional Members may not apply to Affiliate Institutions. Affiliate Institutions are ineligible to vote on matters of project activity or governance unless otherwise outlined in this document.
C. An institution may join LARRP upon submission of a statement of intent to join and upon completion of a participant agreement signed by an authorized representative of the institution.
IV. Governance
A. LARRP shall be governed by a committee comprised of the Member Representatives of each Institutional Member.
B. The committee is empowered to consider and formulate the policies and procedures governing LARRP, approve and enact project activities, elect officers, Advisory Committee members, and Working Group Coordinators, amend bylaws, and consider and vote on matters requiring membership approval as necessary.
C. 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.
D. 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.
E. Issues of LARRP 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. Advisory Committee
A. LARRP shall be managed by an Advisory Committee comprised of elected representatives from the membership. Procedures are outlined in Section VIII.
B. The Advisory Committee is empowered to conduct the business of LARRP in accordance with the recommendations of the membership; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for LARRP, including proposing changes in the dues assessment; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations as well as with other, similar cooperative projects.
C. The Advisory Committee shall consist of elected and appointed members, as outlined below:
1. The Chair of LARRP shall be elected to a three-year term and shall chair the Advisory Committee.
2. Two representatives shall be elected to at-large positions on the Advisory Committee for a two-year term.
3. Elected Coordinators of standing Working Groups shall serve on the Advisory Committee for the period of their elected terms
4. A representative of CRL and a representative from the Library of Congress shall serve as ex officio members of the Advisory Committee.
5. The Chair shall appoint a Library Director to the Advisory Committee for a three year term. The Chair will make reasonable efforts to recruit the Library Director from LARRP’s institutional members.
6. The Chair shall appoint two Faculty Representatives to serve for a three year term. The Chair will make reasonable efforts to recruit these Faculty Representatives from LARRP’s institutional members.
D. All elected representatives on the Advisory 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.
E. Advisory Committee Members may be reelected. Elected members begin their term of office immediately following the annual membership meeting.
F. 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 VIII below.
G. An Advisory Committee member may be removed from office by the Advisory 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 Advisory Committee.
VI. Officers
A. Chair
1. A Chair of LARRP 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 Advisory Committee.
2. The duties of the Chair are to arrange, prepare for, and preside over meetings of the Advisory Committee and membership; implement, coordinate, or distribute responsibilities for projects and activities of LARRP; 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 LARRP 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 Advisory Committee for one year following term of office.
4. In the event a Chair is unable to serve a full term, the Advisory Board shall elect from within its membership a Chair to serve until the next election.
5. The Chair may be removed from office by the Advisory 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 Advisory Committee.
B. Secretary
1. A Secretary of LARRP shall be elected from among the members of the Advisory Committee.
2. The duties of the Secretary are to record, post and distribute minutes of meetings of the Advisory Committee and the Membership.
3. The Secretary shall serve a term of two years; reelection is permitted.
4. In the event a Secretary is unable to serve a full term, the Chair shall appoint a replacement from among current Advisory Committee members to serve until the next election.
5. The Secretary may be removed from office by the Advisory 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 Advisory Committee.
VII. Working Groups and Task Forces
A. Working Groups: The Advisory Committee shall designate standing Working Groups for continuing duties to enact project business.
1. Working Groups shall be comprised of Member Representatives 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 Advisory Committee for the period of their elected terms.
4. A Working Group can be terminated by a majority vote of the Advisory Committee.
B. Task Forces: The Chair, in consultation with the Advisory Committee, shall appoint necessary Task Forces to accomplish projects of limited duration.
VIII. Elections
A. Elections for the Chair, At-Large Members of the Advisory Committee, Working Group Coordinators, and all elected officers shall be conducted by mail or electronic ballot.
1. The Chair of the Advisory 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 Advisory Committee.
4. The nominating committee shall inform the successful candidates and shall announce the election results to the membership.
IX. Meetings
A. Advisory Committee Meetings
1. The Advisory Committee shall meet at least once a year, as arranged by the Chair, with notification beforehand. 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 Advisory Committee attend all Advisory Committee meetings. In exceptional circumstances, and at the discretion of the Chair, an Advisory Committee member may delegate a representative to attend in his or her place, who shall have the member's full voting rights.
B. 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 unless specifically designated otherwise.
C. Membership Meeting
1. An open meeting of LARRP shall 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 is ordinarily held in conjunction with the annual SALALM conference.
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
A. Administration: LARRP 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 LARRP by CRL.
CRL shall provide financial reports to the Advisory Committee on an annual basis and at the request of the Advisory Committee.
B. Fiscal Year: The fiscal year of LARRP begins on July 1 and ends on June 30 of the following year.
C. Management and Disbursement of Funds: Projects and activities shall be funded by monies raised by LARRP, whether through grants, contributions, donations, fees, or other means. The Chair and Advisory Committee are responsible for fiscal decisions dealing with monies allocated to or raised by LARRP. These officers shall consult with the membership on a regular basis concerning dispersal of funds.
No part of the net earnings of LARRP shall be distributed to the benefit of any member or officer of LARRP nor any private individual (except that of reasonable compensation which may be paid for services rendered to or for LARRP).
D. Fees: LARRP will, 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.
E. Ownership: Assets acquired by LARRP shall be the property of the Center for Research Libraries, unless otherwise specified and agreed to in writing.
F. Dissolution: In the event of the dissolution or termination of LARRP, assets and property of LARRP shall remain with CRL. In the event of the dissolution of CRL, all remaining assets and property of LARRP, after payment of necessary expenses thereof, shall be returned in equal shares to LARRP’s Institutional Members.
XI. Amendments
Amendments to the bylaws may be proposed by any Institutional Member of LARRP. 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.
