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NETWORK OF ALABAMA ACADEMIC LIBRARIES
ORGANIZATIONAL AGREEMENT
THIS AGREEMENT, made and entered into on the date set forth
below by and among the Alabama Commission on Higher Education and
Alabama A&M University, Alabama State University, Auburn
University, Auburn University in Montgomery, Birmingham Southern
College, Jacksonville State University, Livingston University,
Samford University, Troy State University, Tuskegee Institute,
The University of Alabama, The University of Alabama in
Birmingham, The University of Alabama in Huntsville, the
University of Montevallo, the University of North Alabama, and
the University of South Alabama;
A study of Alabama's academic libraries completed in the
spring of 1982 by the Council of Librarians with impetus from the
Council of Graduate Deans, both being advisory councils to the
Alabama Commission on Higher Education (ACHE, recommend
cooperative library resource sharing among universities
supporting graduate study in Alabama. This recommendation was
endorsed by the Council of Graduate Deans in April, 1982, by the
Council of Academic Officers in June, 1982, by the Council of
Presidents in August, 1982, and by the Commission of ACHE in
November, 1982, by action approving a legislative budget request
of $1,090,000 for the 1983-84 fiscal year and approving creation
of a Network of Alabama Academic Libraries if a majority of the
public colleges and universities of the State agreed to
underwrite the first year's operating costs. Following a series
of meetings, institutional representatives agreed to organize the
Network of Alabama Academic Libraries (NAAL) as an unincorporated
association with the purposes, objectives, organizational
structure and institutional commitments set forth herein and
subject to subsequent legislative creation of a public entity for
such purposes.
AGREEMENT NOW, THEREFORE, in consideration of the
premises and the mutual promises herein set forth, the parties
hereto agree as follows:
(1) On the date of the execution of this agreement by the last of
the parties, the present NETWORK OF ALABAMA ACADEMIC LIBRARIES
shall be deemed, without further action, to be an unincorporated
association (hereinafter referred to as the
"association" or sometimes as "NAAL") with
the powers and responsibilities set forth herein and in the Plan
of Organization (hereinafter referred to as the "Plan")
attached hereto as Exhibit "A" and made a part hereof.
(2) The association shall consist of the two classes of members
described in the attached Plan, namely General Members, who shall
be voting members, and Cooperative Members, who shall be
non-voting members. The initial representatives to NAAL and the
Executive Director of ACHE, all of whom constitute the initial
voting membership of the Advisory Council, as follows:
Dr. Birdie O. Weir
Director of Learning Resources Center
Alabama A&M University
Dr. Bill Edmonds
Vice President for Academic Affairs
Alabama State University
Ms. Barbara Scott
Director of the Learning Center Library
Birmingham-Southern College
Dr. William Carr
Dean, College of Graduate Studies
University of Alabama in Huntsville
Jacksonville State University
Dr. Neil Snider
Head Librarian
Livingston University
Dr. Ruric Wheeler
Vice President for Academic Affairs
Samford University
Mr. Kenneth Croslin
Director of University
Troy State University
Dr. James Hefner
Provost
Tuskegee Institute
Ms. D. Kay Gapen
Dean of Libraries
University of Alabama
Dr. Bill Highfill
University Librarian
Auburn University
Dr. James O. Williams
Chancellor
Auburn University at Montgomery
Dr. Paul H. Spence
Director of Mervyn Sterne Library
University of Alabama at Birmingham
Dr. John C. Wright
President
University of Alabama in Huntsville
Dr. James Vickrey
President
University of Montevallo
Dr. Fred Heath
University Librarian
University of North Alabama
Dr. Charles Lowry
Director of Libraries
University of South Alabama
Dr. Joseph T. Sutton
Executive Director
Alabama Commission on Higher Education
EX-OFFICIO MEMBER
(3) The initial General Members and any General Members
hereafter admitted to NAAL shall each appoint an institutional
representative who, together with the Executive Director of the
Alabama Commission on Higher Education serving as an ex-officio
member, shall compose the voting membership of the Advisory
Council of NAAL. The business and affairs of NAAL shall be
subject to the management and control by the Advisory Council and
all of its powers and responsibilities shall be exercised by or
under the authority of this Advisory Council, or as the Bylaws
may provide, the Executive Council, subject to review, as
appropriate, by the Alabama Commission on Higher Education.
(4) The attached Plan may be amended by two-thirds (2/3) of the
voting members of the Advisory Council. However, the substance of
such action must be introduced at the meeting of the Council
immediately preceding the meeting at which the amendment is to be
considered.
(5) In the event the Alabama legislature should create and
finance a public entity for the purposes for which NAAL has been
established, the Advisory Council shall have the authority, if it
deems advisable, to transfer all of the assets of NAAL to such
entity and to terminate and dissolve the association created
hereby.
(6) Upon the unanimous consent and agreement of all of the voting
members of the Advisory Council (who shall serve as
incorporators), the Advisory Council shall be empowered to
incorporate NAAL under the Alabama Nonprofit Corporation Act for
the purposes for which this association was created. Upon the
completion of such incorporation procedures, the Advisory Council
of NAAL may then direct that all assets of the association be
transferred to the new corporation and may proceed to terminate
and dissolve the association created hereby.
(7) In the event of dissolution of NAAL, the assets of the
association may be distributed for a public purpose in accordance
with a plan of dissolution adopted by the Advisory Council or as
its Bylaws may provide. If there is no agreement on such
transfer, the assets shall be liquidated and divided among the
General Members according to the proportion that the contribution
of each then existing General Members. Asset distribution at the
time of dissolution shall be made only for one or more exempt
purposes within the meaning of Section 501(c)(3) of the Internal
Revenue Code of 1986, or corresponding section of any future
Federal tax code, or shall be distributed to the Federal, state,
or local government for a public purpose.
(8) Institutions may be admitted to NAAL or may withdraw
therefrom in accordance with the terms and procedures set forth
in the Bylaws.
(9) This agreement shall be effective and binding on all of the
parties hereto upon the execution by the last party to sign. If
all parties have not executed this agreement within sixty (60)
days of the date of the first to sign, then it shall be null and
void, and no party shall be bound in any way, whether or not it
executed this agreement.
IN WITNESS WHEREOF, the parties have caused their hands and seals
to be affixed hereto by their duly authorized officers on this
_______ day of _________, 1983.
(Original Signed By)
Alabama Commission on Higher Education
Dr. Joseph T. Sutton
Executive Director
Alabama A&M University
Dr. R. D. Morrison
President
Alabama State University
Dr. Robert L. Randolph
President
Auburn University
Dr. Wilford S. Bailey
Acting President
Auburn University at Montgomery
Dr. James O. Williams
Chancellor
Birmingham Southern College
Dr. Neal R. Berte
President
Jacksonville State University
Dr. Theron Montgomery
President
Livingston University
Dr. Asa Green
President
Samford University
Dr. Leslie S. Wright
President
Troy State University
Dr. Ralph Adams
President
Tuskegee Institute
Dr. Benjamin F. Payton
President
University of Alabama
Dr. Joab Thomas
President
University of Alabama at Birmingham
Dr. S. Richardson Hill, Jr.
President
University of Alabama in Huntsville
Dr. John C. Wright
President
University of Montevallo
Dr. James Vickrey
President
University of North Alabama
Dr. Robert Guillot
President
University of South Alabama
Dr. Frederick Whiddon
President
The purpose of NAAL is to serve as the coordinating body for
implementing the major recommendations of the report on
"Cooperative Library Resource Sharing Among Universities
Supporting Graduate Study in Alabama" and to serve in the
future as a mechanism for continued library cooperation.
Prominent activities will include projects related to resource
sharing, the development and use of information technologies, and
other information services in order to more effectively support
academic research in the State of Alabama. It will also include
other cooperative activities to support the development of
academic libraries in Alabama. The purposes for which the Network
is organized are exclusively charitable, scientific, literary,
and educational within the meaning of section 501(c)(3) of the
Internal Revenue Code of 1986 or the corresponding provision of
any future United States Internal Revenue law." and
"Notwithstanding any other provision of the articles, this
organization shall not carry on any activities not permitted to
be carried on by an organization exempt from Federal income tax
under Section 501(c)(3) of the Internal Revenue Code of 1986 or
the corresponding provision of any future United States Internal
Revenue law.
Membership in NAAL shall be open to all institutions or
agencies with academic or research libraries in the State of
Alabama. Any institution initially or subsequently admitted to
membership as a General Member is assured equitable
representation through the provisions of this Plan and the Bylaws
of the association.
NAAL shall be composed of two classes of members:
(A) General Members shall consist of those institutions admitted
to membership which provide or support graduate education and
which are active members of the On Line Computer Library Center
(OCLC). An institution meeting these qualifications may be
admitted to membership as a General Member upon the approval of
two-thirds (2/3) of the voting representatives on the Advisory
Council. General Members shall have the right to vote as set out
herein and shall generally be vested with the management and
control of NAAL in the manner set out herein.
The initial General Members of NAAL shall consist of the
following named institutions:
Alabama A & M
Alabama State University
Auburn University
Auburn University at Montgomery
Birmingham Southern College
Jacksonville State University
Livingston University
Samford University
Troy State University
Tuskegee Institute
The University of Alabama
The University of Alabama at Birmingham
The University of Alabama in Huntsville
The University of Montevallo
The University of North Alabama
The University of South Alabama
(B) Cooperative Members shall consist of all other member
institutions which support academic libraries, public libraries,
special libraries, or state agency libraries. Institutions
meeting these qualifications may be admitted to membership as a
Cooperative Member upon approval of two-thirds (2/3) of the
voting members on the Advisory Council. Cooperative Members shall
have the right to attend meetings of the Advisory Council. They
shall have no right to vote or to manage or control the business
or affairs of NAAL and shall have no rights or interests in it
assets or other property.
All of the powers and duties of the association shall be
vested in its Advisory Council and shall be exercised by or under
the authority of that Advisory Council and its Executive Council.
The entire business and affairs of NAAL shall be subject at all
times to management and control by the Advisory Council.
(A) Advisory Council
In order to assure equitable representation of the diverse
interests of the General Members in the governance of NAAL, there
is hereby formed an Advisory Council. Each General Member of NAAL
shall appoint one representative who, together with the Executive
Director of the Alabama Commission on Higher Education who shall
serve as a voting, ex-officio member, shall comprise the voting
membership of the Advisory Council. The membership of the
Advisory Council shall be divided into two separate
classifications as follows:
(1) General Members. Voting status shall be afforded to the
representatives from those institutions which are classified as
General Members and to the Executive Director of the Alabama
Commission on Higher Education. Each representative of a General
Member and the Executive Director of ACHE shall be entitled to
one vote.
(2) Cooperative Members. All Cooperative Members shall be
non-voting members of the Advisory Council and shall have the
right to discuss any matter before or present any matter to the
Advisory Council.
(B) Executive Council
In order to provide for a more efficient operation of NAAL, there
shall be an Executive Council with the responsibility to
supervise the normal and routine business and affairs of the
association. The composition, specific duties, functions, and
limitations of the Executive Council shall be further defined and
set out in the Bylaws to be adopted by the Advisory Council. The
Executive Council shall be composed of seven (7) General Members.
(C) Alternates
A representative of a General or Cooperative Member of the
president or chief executive officer of a General or Cooperative
Member and the Executive Director of the Alabama Commission on
Higher Education may designate an alternate to represent him or
her at any meeting or other action of the Advisory Council or the
Executive Council.
(D) Administrative Agent
The Alabama Commission on Higher Education is hereby designated
as the administrative agent of NAAL. In that regard, the
Executive Director of the Alabama Commission on Higher Education
shall appoint the Director of NAAL, subject to the approval of
the Advisory Council. The Director of NAAL shall serve at the
pleasure of the Executive Director of ACHE, with the advice and
consent of the Advisory Council. The powers and duties of the
Director of NAAL shall be set out in the Bylaws.
(E) Fiscal Agent
The University of Montevallo shall serve as Fiscal Agent for NAAL
and shall have such responsibility for the fiscal operations of
NAAL as shall be set out in the Bylaws or specified by the
Advisory Council. Among these responsibilities shall be the
responsibility for the investment and proper expenditure of NAAL
funds through the Alabama Commission on Higher Education under
proper requisitions and pursuant to budgets approved by the
Advisory Council.
MISCELLANEOUS MATTERS
(A) Bylaws
The Advisory Council is hereby empowered to adopt and amend from
time to time Bylaws not inconsistent with either this Plan of
Organization or the Agreement. The adoption of Bylaws or an
amendment thereto shall require a favorable vote of two-thirds (2
/3) of the representatives of the General Members on the Advisory
Council.
(B) Amendment of Plan of Organization
This Plan of Organization may be amended from time to time by a
favorable vote of two-thirds (2/3) of the representatives of the
General Members on the Advisory Council. However, the substance
of such action must be introduced at the meeting of the Advisory
Council immediately preceding the meeting at which the amendment
is to be considered.
(C) Incorporation
Upon the unanimous consent and agreement of all of the voting
members of the Advisory Council (who shall serve as
incorporators), the Advisory Council shall be empowered to
incorporate NAAL under the Alabama Nonprofit Corporation Act for
the purposes for which the association was created. Upon the
completion of such incorporation procedures, the Advisory Council
of NAAL may then direct that all assets of the association be
transferred to the new corporation and may proceed to terminate
and dissolve NAAL.
(D) Transfer to Public Corporation
In the event the Alabama Legislature should create and finance a
public entity for the purposes for which NAAL has been
established, the Advisory Council shall have authority, if it
deems advisable, to transfer all of the assets of NAAL to such
entity and to terminate and dissolve NAAL.
(E) Dissolution
Upon the favorable vote of two-thirds (2/3) of the voting members
of the Advisory Council, NAAL shall be dissolved and its assets
may be distributed for a public purpose according to a plan of
dissolution adopted by the Advisory Council and approved and
accepted by all of the General Members. If there is not agreement
on such transfer, the assets shall be liquidated and divided
among the General Members according to the proportion that the
contribution of each then existing General Member bears to the
total contributions by all then existing General Members. Asset
distribution at the time of dissolution shall be made only for
one or more exempt purposes within the meaning of Section
501(c)(3) of the Internal Revenue Code of 1986, or corresponding
section of any future Federal tax code, or shall be distributed
to the Federal, state, or local government for a public purpose.
(F) Addition and Withdrawal of Member Institutions
The Bylaws, as created and established by the Advisory Council,
shall set forth the terms and procedures to be followed in the
addition or withdrawal of members to or from NAAL.
(G) Action Without a Meeting
Any action required or permitted to be taken at a meeting of
either the Advisory Council or the Executive Council may be taken
without a meeting if a consent in writing, setting forth the
action so taken or to be taken, shall be signed by all of the
voting members thereof. Such consent shall have the same effect
as a unanimous vote.
This agreement shall be effective and binding on all of the
parties hereto upon the execution by the last party to sign. If
all parties have not executed this agreement within sixty (60)
days of the date of the first to sign, then it shall be null and
void, and no party shall be bound in any way, whether or not it
executed this agreement.
IN WITNESS WHEREOF, the parties have caused their hands
and seals to be affixed hereto by their duly authorized officers
on this ________ day of ______________, 1983.
NETWORK OF ALABAMA ACADEMIC LIBRARIES
1993-1994 Advisory Council
October 19, 1993
The 1993-1994 Advisory Council of the Network of Alabama
Academic Libraries amended its charter documents on October 19,
1993, to meet requirements of the U. S. Tax Code to qualify as a
501(c)(3) organization. The following amendments were approved:
Add to Paragraph 7 of the Organization Agreement: "Asset
distribution at the time of dissolution shall be made only for
one or more exempt purposes within the meaning of Section
501(c)(3) of the Internal Revenue Code of 1986, or corresponding
section of any future Federal tax code, or shall be distributed
to the Federal, state, or local government for a public
purpose."
Add to Article 1 of the Plan of Organization, Statement of
Purpose: "The purposes for which the Network is organized
are exclusively charitable, scientific, literary, and educational
within the meaning of section 501(c)(3) of the Internal Revenue
Code of 1986 or the corresponding provision of any future United
States Internal Revenue law." and "Notwithstanding any
other provision of the articles, this organization shall not
carry on any activities not permitted to be carried on by an
organization exempt from Federal income tax under Section
501(c)(3) of the Internal Revenue Code of 1986 or the
corresponding provision of any future United States Internal
Revenue law."
Add to Article 4 of the Plan of Organization, Miscellaneous
Matters, (E), Dissolution: "Asset distribution at the time
of dissolution shall be made only for one or more exempt purposes
within the meaning of Section 501(c)(3) of the Internal Revenue
Code of 1986, or corresponding section of any future Federal tax
code, or shall be distributed to the Federal, state, or local
government for a public purpose."
1994-1995 Handbook, page 8
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