I. Name

The name of the body is the Technical Report Archive & Image Library (TRAIL). TRAIL 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 TRAIL is to lead a collaborative effort to identify, digitize, archive, preserve, and provide persistent and unrestricted access to US federal technical reports. Emphasis is placed on legacy collections authored and distributed prior to approximately 1976.

III. Membership

Membership in TRAIL is open to organizations and individuals with an interest in facilitating access to US federal technical reports in a manner consistent with the purpose of TRAIL.

Organizations need not be members of CRL to participate in TRAIL.

There are two categories of membership: Institutional and Personal.

1. Institutional members are organizations that join TRAIL via submission of a participant agreement signed by an authorized representative of the organization and after payment of the appropriate annual membership fee. Membership is subject to approval by the Steering Committee.
   All non-student employees, staff, faculty, and associates of a member organization are eligible to participate in project activities, stand for elected offices, and serve on the Steering Committee and other working groups and task forces of TRAIL.  Students are allowed to participate in project activities and to serve on TRAIL working groups and task forces.
   Institutional TRAIL member benefits include:
   • the paid shipping of member-donated materials
   • a voice and vote in TRAIL current and future directions
   • input into choice and priority of collection digitization and harvesting
2. Each Institutional Member shall designate at least one Member Representative to serve as the official contact and voting representative of the organization.
   1. Member Representatives are eligible to propose, enact, and otherwise participate in project activities and derive benefit therefrom, stand for elected offices, serve on the Steering Committee and other working groups and task forces, elect officers to the Steering Committee, amend bylaws, and vote on governance issues and other matters requiring membership approval.
   2. Institutional Members may designate a new representative at any time upon notification of the CRL Representative.
3. Institutional Members shall have equal votes on matters requiring a formal approval. Each Member Representative shall be accorded one vote.
4. Votes shall be conducted by mail or electronic ballot. A Member Representative may designate, at least a week in advance of the commencement of voting, another staff member to represent the organization, should the Member Representative not be available at the time of voting.
5. Personal Members are individuals interested in contributing to the objectives and activities of TRAIL, but who may not be affiliated with an institutional member.  Individuals interested in TRAIL may join as Personal Members upon completion of a participant agreement signed by the individual.  There is no membership fee for personal members. Membership is subject to approval by the Steering Committee.
   Personal members of TRAIL are eligible to participate in project activities and derive benefit therefrom, but are not eligible to run for elected positions on the Steering Committee.  Personal members may serve in non-elected positions on the Steering Committee and serve on working groups and task forces. Personal members are not eligible to vote on governance issues and other matters requiring TRAIL membership approval.

IV. Steering Committee

1. The TRAIL Steering Committee is the principal body that shall consider and formulate the policies and procedures governing TRAIL in accordance with the recommendations of the membership.
2. The Steering Committee is empowered to conduct the business of TRAIL, including but not limited to; approve and enact project activities; discuss and recommend future policy or changes in policy to be adopted by the membership; make budgetary decisions for TRAIL; approach funding agencies; conduct periodic membership drives; and maintain communication with scholarly and professional associations, government agencies, and other cooperative projects.
3. The Steering Committee shall consist of four (4) elected officers, Working Group Coordinators, additional representatives appointed from the membership, and ex officio members. The Steering Committee shall be comprised of not fewer than eight (8) members.
   1. The Chair of TRAIL shall chair the Steering Committee.
   2. Coordinators of standing Working Groups shall serve on the Steering Committee for the period of their appointed terms.
   3. Additional members of the Steering Committee shall be appointed by the Chair as needed.
   4. A representative of CRL shall serve as an ex officio non-voting member of the Steering Committee.
4. All elected and appointed voting members of the Steering Committee, including the Chair, shall have equal votes on matters requiring a formal approval by the Committee. Each voting member shall be accorded one vote, regardless of the number of elected/appointed positions held.
5. Steering Committee members shall generally serve two-year terms, with appointments beginning immediately after the TRAIL Annual Meeting; re-election/re-appointment is permitted. Steering Committee member elections shall be staggered to ensure a measure of continuity within the Steering Committee each year.  Individuals should serve on a Working Group for a minimum of one year before being considered for the Steering Committee.
6. 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. (see V.B.4. for the special case involving the Vice-Chair/Chair-Elect). In the event the Chair is unable to serve a full term, the Chair-Elect shall fulfill the remainder of the Chair's term.
7. Any appointed or elected 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 majority vote of all Steering Committee members.

V. Officers

1. Chair
   1. A Chair of TRAIL shall begin his/her term in office after having served for two years as Vice-Chair/Chair-Elect.  The Vice-Chair/Chair Elect is elected from among the Institutional Members in accordance with the procedures in Section VII. The Chair automatically becomes a member of the Steering Committee.
   2. The duties of the Chair are to provide overall leadership on the direction and activities of TRAIL.  In this capacity, the Chair should arrange, prepare for, and lead meetings of the Steering Committee and membership; implement, coordinate, and/or distribute responsibilities for projects and activities of TRAIL; regularly report to and communicate with the membership; undertake correspondence and represent TRAIL to external parties; approve the annual budget; and act as liaison to CRL and other appropriate governing bodies.
   3. The Chair shall serve a term of two years.
   4. The Chair shall serve as an ex officio voting member of the Steering Committee for one year following his/her term of office.
   5. In the event a Chair is unable to serve a full term, the Vice Chair will serve the remainder of the Chair's term of office.
2. Vice-Chair/Chair-Elect
   1. A Vice-Chair/Chair-Elect of TRAIL shall be elected from among the Institutional Members in accordance with the procedures in Section VII. The Vice-Chair/Chair-Elect automatically becomes an ex officio voting member of the Steering Committee.
   2. The duties of the Vice-Chair/Chair-Elect are to carry out the duties of Chair in the absence of the Chair, arrange for elections and ballots on matters of official project activity or governance, and to otherwise assist the Chair as called upon.
   3. The Vice-Chair/Chair-Elect shall serve a term of two years. Following the two year term as Vice-Chair/Chair-Elect, the Vice-Chair/Chair-Elect becomes Chair of TRAIL.
   4. In the event a Vice-Chair/Chair-Elect is unable to serve a full term, the Chair shall appoint a temporary replacement.  A special election will then be held to elect a new Vice-Chair/Chair-Elect to serve the remainder of the term of office.
3. Secretary
   1. A Secretary of TRAIL shall be elected from among the Institutional Members in accordance with the procedures in Section VII. The Secretary automatically becomes an ex officio voting member of the Steering Committee.
   2. The duties of the Secretary are to keep all minutes and records of meetings of the Steering Committee (or arrange for the minutes to be recorded if unavailable), be custodian of the Bylaws and manage the process of amending the Bylaws if needed, and to exercise all other duties incident to the office of Secretary.
   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 to serve the remainder of the term of office.
4. Treasurer
   1. A Treasurer of TRAIL shall be elected from among the Institutional Members in accordance with the procedures in Section VII.  The Treasurer automatically becomes an ex officio voting member of the Steering Committee.
   2. The duties of the Treasurer are to keep the records of all TRAIL financial obligations and transactions and to report, upon request, on the financial status of TRAIL.  In consultation with the CRL liaison, the Treasurer reconciles TRAIL financial records with the TRAIL budget held by CRL.  Each spring, the Treasurer consults with the Chair on a proposed budget for the coming year and prepares a budget presentation to the Steering Committee at the TRAIL Annual Meeting.  The Treasurer works with the Chair to suggest ongoing adjustments to the current year's operations and wages budget.
   3. The Treasurer shall serve a term of two years; reelection is permitted.
   4. In the event the Treasurer is unable to serve a full term, the Chair shall appoint a replacement to serve the remainder of the term of office.

VI. Working Groups and Task Forces

1. Working Groups: The Steering Committee shall establish Working Groups as needed to enact TRAIL business on a continuing basis.
   1. Working Groups shall be chaired by a Coordinator, who shall be jointly appointed by the Chair and Vice-Chair/Chair-Elect of TRAIL in consultation with the Steering Committee. Working Group Coordinators shall normally serve a term of two years; reappointment is permitted. In the case of newly formed Working Groups, the Coordinator shall serve until the second TRAIL Annual Meeting after the appointment was made. In all other cases, appointments begin immediately following the TRAIL Annual Meeting. The Chair of TRAIL shall stagger the appointments of the Working Group Coordinators to ensure a measure of continuity with the Steering Committee each year.
   2. Working Groups shall be comprised of participants from Institutional Members and Personal Members who elect to take part in the activities of that Group.
   3. A Working Group can be established, dissolved or suspended by a majority vote of all Steering Committee members.
   4. Working Group Coordinators serve on the TRAIL Steering Committee and are expected to participate in the TRAIL Steering Committee’s meetings, as well as the TRAIL Annual Meeting each spring.
2. Task Forces: The Chair, in consultation with the Steering Committee, shall appoint necessary Task Forces to accomplish projects of limited duration.

VII. Elections

1. Elections for the Vice-Chair/Chair-Elect, Secretary, and Treasurer shall be conducted by mail or electronic ballot.
   1. The Vice-Chair of the Steering Committee shall appoint members to a Nominating Committee which shall solicit nominations from the membership, compose a slate of candidates, and obtain their agreement to serve.
   2. No later than ninety (90) days before the TRAIL Annual Meeting, held in the spring, 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 members. Any ties shall be broken by a vote of the incumbent Steering Committee.
   4. The Vice Chair shall inform the candidates and shall announce the election results to the membership.
2. Elected members begin their term of office immediately following the annual meeting.
3. In addition to the special election circumstance outlined in V.B.4., special elections to address other needs may be authorized by a majority vote of all Steering Committee members.

VIII. Meetings

1. TRAIL Annual Meeting:
   The Steering Committee shall conduct the TRAIL Annual Meeting, generally held in the spring, the specific date, time and location of which will be designated by the Chair.  This meeting shall be open for attendance by representatives of all Institutional Members and by Personal Members of TRAIL.  All Members will be provided with date and location information well in advance of the meeting date.  At the TRAIL Annual Meeting, the Steering Committee shall receive any required reports, review the TRAIL budget, and discuss such matters of project direction and governance as may arise.
2. Steering Committee Meetings:
   The Steering Committee shall meet periodically to conduct the business of TRAIL.  Meetings may be held in conjunction with any meeting or event convenient or appropriate for the incumbent Steering Committee, at a time and place designated by the Chair.
3. Working Group and Task Force Meetings:
   Meetings of Working Groups and Task Forces shall be arranged as necessary.

IX. Administration, Finance, and Ownership

1. Administration: TRAIL 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 TRAIL by CRL.
2. Financial Reports: CRL shall provide financial reports to the Steering Committee on an annual basis and at the request of the Steering Committee.
3. Fiscal Year: The fiscal year of TRAIL begins on July 1 and ends on June 30 of the following year.
4. Management and Disbursement of Funds: Projects and activities shall be funded by monies raised by TRAIL, 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 TRAIL. These officers shall consult with the membership on a regular basis concerning disbursement of funds.
5. Earnings of TRAIL: No part of the net earnings of TRAIL shall be distributed to the benefit of any member or officer of TRAIL nor any private individual (except that of reasonable compensation which may be paid for services rendered to or for TRAIL).
6. Fees: Institutional Member Fees shall be used to support project initiatives, value-added services such as may become available, and/or activities that are funded through subscriptions, use fees, or mechanisms for cost-recovery.
7. Ownership: Assets acquired by TRAIL shall be the property of the Center for Research Libraries, unless otherwise specified and agreed to in writing.
8. Dissolution: In the event of the dissolution or termination of TRAIL, assets and property of TRAIL shall remain with CRL. In the event of the dissolution of CRL, all remaining assets and property of TRAIL, after payment of necessary expenses thereof, shall return to TRAIL, to be disbursed at the discretion of the Steering Committee.

X. Amendments

1. Amendments to the Bylaws
   Amendments to the Bylaws may be proposed by any Institutional Member of TRAIL. Amendments must be submitted in writing to the Steering Committee and shall be considered at the subsequent Steering Committee meeting. A majority vote of all Steering Committee members ensures that the amendment will be taken to the Institutional Membership expeditiously for a vote.
   Voting on 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 Secretary shall arrange to add the adopted amendment to the official copies of the Bylaws.
2. Amendments to the Addenda
   Amendments to the Addenda may be proposed to the Steering Committee by any Member of TRAIL. A proposed amendment is considered adopted if it receives a two-thirds affirmative vote from the Steering Committee members.

XI. Implementation

1. These Bylaws shall come into force upon adoption by a two-thirds affirmative vote from voting Members.
2. Following the adoption of these Bylaws, a provisional Steering Committee shall serve until the next Annual meeting.

Addenda

1. Working Groups & Descriptions
   TRAIL will have designated Working Groups. Current TRAIL Working Groups are described below:
   
   • Processing Working Group - The Processing Working Group will focus on all aspects related to the cataloging, scanning, and deposit of the resulting electronic materials into the appropriate archive.
   • Collections Working Group - The Collections Working Group is responsible for all aspects of the project related to the identification, selection and acquisition of report series for scanning.
   • Technology Working Group - The Technology Working Group is responsible for all aspects related to the digital archives and TRAIL public search interface.
   • Communications Working Group - The Communications Working Group is responsible for all general communication and promotion regarding TRAIL, including but not limited to descriptive project content on the TRAIL Web pages, assisting other working groups with communication development, and oversight and general help with reference questions sent to TRAIL.
   • Membership Working Group - The Membership Working Group is responsible for recruiting additional organizations to become members of TRAIL, for creating and conducting orientation sessions for new TRAIL member institutions, and for all member-specific communication within TRAIL.
   • The Metrics Working Group - The Metrics Working Group is responsible for coordinating the collection and distribution of all TRAIL metrics.  The Working Group will ensure that all recommended metrics are collected, tabulated, and disseminated appropriately and in a timely fashion.
2. Responsibilities of the Working Group Coordinators
   Duties of the Working Group Coordinators include:
   
   • Serve on the TRAIL Steering Committee as a representative of the Working Group
   • Provide overall leadership and direction for the Working Group
   • Lead and organize the meetings of the Working Group, ensuring that appropriate committee documentation and notes are kept and made accessible to the project as a whole
   • Ensure the work of the Working Group is accomplished
   • Attend the TRAIL Annual Meeting

Revised March 2015