Article III. Membership

Section 1. Classification. There shall be the following classes of members:
A. Full Membership- Membership shall be open to all libraries of non-profit institutions whose membership will enhance science and technology research institutions, including national laboratories and research universities worldwide.
1. To qualify the organization must give evidence of the following:
a. Ability to participate in governance and other activities of AISTI by appointing someone its chief librarian or that librarian's designate as a permanent representative to hold a seat on the Board of Directors.
b. Significant science, or health sciences collection.
c. Sufficient resources and staffs to afford active participation.
d. Expertise, products and resources that will benefit AISTI.
e. Willingness to share resources and must have expertise to benefit AISTI libraries.
e. Willingness to share materials and participate in reciprocal borrowing programs.
B. Collaborative Membership- Membership shall be open to all libraries of non-profit institutions whose membership will enhance science and technology research institutions, including national laboratories and research universities worldwide. Collaborative members do not participate in the governance of AISTI.
1. To qualify the organization must give evidence of the following:
a. Significant science, or health sciences collection.
b. Sufficient resources and staffs to afford active participation.
c. Expertise, products and resources that will benefit AISTI.
c. Willingness to share resources and must have expertise to benefit AISTI libraries.
e. Willingness to share materials and participate in reciprocal borrowing programs.
C. Observer membership will be open to potential Collaborative or Full Membership. They will be required to meet the same criteria as the membership category. However, they will not have access to AISTI license agreements but will be able to attend the open portion of quarterly meetings. This will be a one time, one year membership. The "Observer" will be expected to participate in projects.

B. Associate Membership- Membership shall be open to non-profit organizations science and technology libraries that do not meet criteria for full membership. Associate members do not participate in the governance structure of AISTI.
1. To qualify the organization must give evidence of the following:
a. Strong science, or health sciences collection.
b. Unique services or technology.
c. Willingness to share resources and must have expertise to benefit AISTI libraries.
C. Corporate Membership - Membership is open to science and technology libraries of for-profit organizations.
1. To qualify the organization must give evidence of the following:
a. May not be a vendor of AISTI products.
b. Significant science, or health sciences collection.
c. Sufficient resources and staffs to afford active participation.
d. Expertise, products and resources that will benefit AISTI.
e. Willingness to share resources and must have expertise to benefit the AISTI libraries.
f. Value of unique services or technology, in addition to collection.
D. Special Affiliate Membership - Membership is open to specific entities on a "per program" basis. Membership will benefit AISTI as a whole. Special Affiliate Membership is granted by the Board of Directors after a majority vote.
Section 2. Selection of Members - Potential members will submit an Application to the Board of Directors for review. All Members shall be elected by a majority quorum of the Board of Directors.
Section 3. Membership Status Change - Members may request that their status be changed. All changes must be approved by a quorum vote of the Board of Directors.
Section 4. Termination - A Member may terminate its membership in AISTI by providing 30 days written notice.
Section 5. Dues and fees - The annual dues for membership levels will be determined from time to time by resolution of the Board of Directors and will be payable by January 30 of each year.

Article IV. Board of Directors

Section 1. General Powers - The business and affairs of the corporation shall be directed by the board of directors.
Section 2. Composition - The Board shall consist of the chief librarian or that librarian's permanent designate from each full member institution with one vote and one representative. Institutions may on occasion, allow a substitute to attend and vote in the place of the voting member.
Section 3. Duties - The Board of Directors shall be the governing body of AISTI charged with planning, policy, program, and general operations. Functions and responsibilities of the board shall be:
A. Keep up-to-date on developments in fields related to the AISTI mission and vision by identifying and studying:
1. Ways of strengthening and developing library resources;
2. Ways of improving the use of existing resources; and
3. Opportunities for new avenues of support and development.
B. To strengthen cooperation among AISTI members.
C. To strengthen cooperation between AISTI and other groups.
D. To implement the plans and programs of AISTI and to handle organizational activities and generally to insure smooth operation.
E. To work closely with the administrations of parent institutions of members in development of major programs.
F. Suggest possible nominees to the board who can make significant contributions to the work of the board and the organization.
G. To review applications for membership to determine whether the applicants meet membership requirements.
H. To appoint the members of all committees.
I. To coordinate funding opportunities.
J. To establish policy and plans for AISTI.
K. To address financial matters of AISTI.

Article V - Officers and Terms of Office

Section 1. Elected Officers - Elected Officers of AISTI shall consist of a Chair, Chair-Elect, and Secretary/Treasurer selected from the Board of Directors
Section 2. Term of Office - All officers will be elected for a term of one year from January to December, with the following exception: The Chair-Elect will serve one year as Chair-Elect and one year as Chair. Officers will be nominated and elected at the end of each year by members of the Board of Directors
Section 3. Duties of officers - Officers shall perform the duties provided in this section and such other duties as are prescribed for the office in these bylaws and in the adopted parliamentary authority.
A. The duties of the Chair shall include:
1. Overseeing board and executive committee meetings.
2. Oversee and work in partnership with the Executive Director to ensure board resolutions are carried out.
3. Assist Executive Director in preparing agenda for board meetings.
4. Assist Executive Director in conducting new board member orientations.
5. Coordinate Executive Director's annual performance evaluation.
6. Acts as an alternate spokesperson for the organization.
7. Periodically consults with board members on their roles and helps them assess their performance.
8. Acting on behalf of the Board of Directors on minor matters of policy, and on monitoring the progress of working groups;
B. The duties of the Chair-Elect shall include:
1. Serving in the absence of the Chair.
2. Serving as Chair when the term of the Chair expires or if a vacancy occurs in the Office of the Chair.
3. Assisting the Chair as necessary
C. The duties of the Secretary/Treasurer shall include:
1. Manage the board's review of and action related to the board's financial responsibilities.
2. Work with the Executive Director to ensure that appropriate financial reports are made available to the board on a timely basis.
3. Assist the Executive Director in preparing the annual budget and presenting the budget to the board for approval.
4. Review the annual audit and answer the board members' questions about the audit.
5. In compliance with standard accounting practices ensuring that adequate and correct accounts of AISTI's business transactions, including accounts of its assets, liabilities, receipts and disbursements are maintained.

Article VI - Working Groups

Section 1. Standing committees of AISTI shall be referred to as Working Groups (or WG's), and shall be charged with improving services at member institutions and increasing cooperation among members in the provision of library and information services. Chairs will be selected by members of the Working Groups.
A. The Chair of each WG shall send a copy of the minutes to the members of the committee and to each member of the Board of Directors within two weeks after each meeting. Recommendations and requests for action by the Board of Directors shall accompany the minutes.
B. Specific WG's will be added to the bylaws as needed.
Section 2. Ad Hoc Committees may be appointed for special purposes by Board of Directors as the need arises. Membership, organization, and officers of these committees shall be determined on the basis of efficiency in serving the purpose for which the committee was established.
Section 3. Ad Hoc Subcommittees of Working Groups may be appointed by the Chairpersons of the WG's as the need arises to serve special purposes within the jurisdiction of these committees. Membership, organization, and officers of these groups shall be determined on the basis of efficiency in serving the purpose for which the subcommittee was established.

Article VII. Meetings and Conduct of Business

Section 1. Timeframe - Meetings of the Board of Directors shall be held four times a year. These include at least two meetings of all full members and an annual general meeting for all membership groups.
Section 2. Quorum - A quorum shall be represented by two thirds of the representatives of the full member libraries. (Board agreed to keep the 2/3 rule on July 25, 2003). If less than a majority of directors are able to vote due to a conflict of interest, a transaction may be approved by a majority vote of the remaining disinterested directors.

Section 3. Resolutions - Resolutions shall pass by a majority of the institutional representatives present at a meeting, but by not less than a majority of a quorum
Section 4. E-Vote - AISTI has an established e-vote procedure. (board resolution 9/15/03) Section 5. Parliamentary Authority for AISTI shall be the latest revised edition of Roberts Rules of Order on matters not covered by these bylaws.

Article VIII. Headquarters

Section 1. Location - The headquarters shall be located at a place to be selected by the board of directors.
Section 2. Conduct of Business - The conduct of Business in the headquarters shall be under the direction of an Executive Director who shall be selected by and report to the AISTI board of directors. The Executive Director shall consult with and be responsible to the chairperson of AISTI between meetings of the board of directors.
Section 3. Executive Director Duties - Executive director shall:
A. be responsible for the implementation of the duties of the headquarters office and perform other duties as directed by the chairperson and board of directors.
B. be authorized to sign checks.
C. be authorized to sign vendor contracts on behalf of AISTI.

Article IV Contracts, Loans, Checks, Deposits & Gifts

Section 1. Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. In no event, however, shall any person or other entity dealing with the officer or officers, agent or agents, be obligated to inquire into the authority of the officer or officers, agent or agents, to enter into and consummate any contract, transaction or other action.
Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences on indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.
Section 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.
Section 5. Gifts. The Board of Directors may accept, on behalf of the corporation, any contribution, gift, bequest or devise for the general purpose or for any special purposes of the corporation.

Article X. Exempt Activities

Notwithstanding any other provision of these by-laws, no member, director, officer, employee or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c) (3) of the Internal Revenue Code of 1986 and its Regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170(c) (2) of such Code and Regulations as they now exist or as they may hereafter be amended.

Article XI. Seal and Indemnification

Section 1. Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words, "Corporate Seal, New Mexico".

The corporate seal may be used on all items executed by the corporation, but its presence is not essential to the validity of any written instruments duly signed by authorized corporate officers.

Section 2. Indemnification. Any person who at any time serves or has served as a director, officer, employee or agent of the corporation, or in such capacity at the request of the corporation, for any other corporation, partnership, joint venture, trust or other enterprise, shall have a right to be indemnified by the corporation to the fullest extent permitted by law against (a) reasonable expenses including attorneys fees, actually and necessarily incurred by him in connection with any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of the corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) reasonable judgment, money decree, fine, penalty or settlement for which he may have become liable in any such action, suit or proceeding.

The Board of Directors of the corporation shall take all such action as may be necessary and appropriate to authorize the corporation to pay the indemnification required by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him.

Any person who at any time after the adoption of this bylaw serves or has served in any of the aforesaid capacities for or on behalf of the corporation shall be deemed to be doing or to have don so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this bylaw.

In addition to the foregoing, the Board of Directors shall have the right and power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability.

Article XII. Amendments

Section 1. These bylaws may be amended by the Board of Directors.
Section 2. Adoption of amendments shall require a quorum vote by the Board of Directors
Section 3. Notice of proposed amendments must be given in writing to each member library at least two weeks before the business meeting at which the vote is to be taken.

Article XIII. Dissolution

In the event of the liquidation or dissolution of the association none of its property shall be distributed in liquidation to any member, trustee, officer, or private individual, but the net assets of the association remaining after payment and satisfaction of its proper liabilities shall be disposed of exclusively for the purposes of AISTI through distribution to one or more organizations exempt from federal income tax under section 1, section 501 (c) (3) of the Internal Revenue Code of 1954, as amended, (or other corresponding provision of any future United States Internal Revenue Law).

Bylaws adopted as amended on day, month year. by a unanimous vote of the Board of Directors to become effective day, month, year.

STATE OF NEW MEXICO )
) ss.
COUNTY OF SANTA FE )

I hereby certify that the above and foregoing by-laws of ALLIANCE FOR INNOVATION OF SCIENCE AND TECHNOLOGY INFORMATION, INC., consisting of 14 pages, this page included, are the by-laws of this corporation, adopted by the board of directors thereof at a meeting held on the 18 day of January 2006.