DIGITAL LIBRARY FEDERATION BYLAWS

BYLAWS

DIGITAL LIBRARY FEDERATION

ARTICLE I

OFFICES

Section 1. Principal Office The principal office of the Digital Library Federation (the “Corporation”) shall be located in the District of Columbia. The Corporation may from time to time have such other offices as the Board of Trustees may determine or as the affairs of the Corporation may require.

Section 2. Registered Office. The Corporation shall have and continuously maintain in the District of Columbia, a registered office and a registered agent whose office is located in such registered office. The registered office may be, but need not be, located in the principal office of the Corporation. The registered agent and the address of the registered office may from time to time be changed by the Board of Trustees.

ARTICLE II

MEMBERS

The Corporation shall have three or more categories of membership, including Strategic Membership, Administrative Membership, and Allied Membership. Admission to membership shall be by invitation of the Board of Trustees. The trustees may create, by amendment of the Articles of Incorporation or these Bylaws, additional categories of voting or non-voting membership or affiliation. The voting rights of the members (the “Members”) shall be as set out in the Articles or these Bylaws. The other categories, obligations, privileges and rights of the Members shall be as set out in these Bylaws and the resolutions of the Board of Trustees as adopted from time to time. Members in the Strategic Membership and Administrative Membership categories shall each have the right to appoint one voting trustee. Members in the Allied Membership category may each appoint one non-voting trustee. The Corporation may have other categories of non-voting Members, such as (but not limited to) vendors in the digital library field. The Board of Trustees shall have the power, subject to the resolutions of the board on the subject, to admit or terminate any organization or person as a Member. The annual meeting of the Board of Trustees shall be the annual meeting of the Strategic, Administrative and Allied Members. Notice of the purpose of a meeting to consider the termination of a Member shall be given in accordance with Section 12 of Article III.

ARTICLE III

TRUSTEES

Section 1. Powers and Qualifications. The policies of the Corporation shall be determined, and its affairs shall be managed, by its Board of Trustees. Trustees need not be citizens of the United States, nor residents of the District of Columbia. At no time may the Board of Trustees be controlled, directly or indirectly, by “disqualified persons” within the meaning of Section 509(a)(3)(c) of the Internal Revenue Code of 1986, as amended (the “Code”).

Section 2. Number. The number of trustees of the Corporation shall be not less than three (3); notwithstanding such limit, the number of trustees shall not be less than the sum of the number of Members in the categories of Strategic Membership, Allied Membership and Administrative Membership. Such number may be increased or decreased from time to time by the Board of Trustees, subject to such limits, by amendment to this Section 2; however, no decrease shall, other than in the case of the termination of the membership of any Member who has appointed a trustee, reduce the term of any incumbent trustee.

Section 3. Appointment. Trustees shall be appointed by Members by notice in writing sent to the chair of the Board, the secretary of the Corporation, or the Executive Director.

Section 4. Term. Except as provided in Sections 5, 6 and 7 of this Article, a trustee shall serve for a term ending at the end of the next annual meeting following the date of appointment and until that trustee’s successor is appointed or until that trustee’s earlier resignation, removal or death.

Section 5. Resignations. Any trustee may resign at any time by notifying (a) the Corporation by notice to the chair of the Board of Trustees, the secretary or the Corporation or the Executive Director and (b) the Member appointing that trustee, in writing. Such resignation shall take effect at the time specified therein, but not later than the time of delivery of notice to the Corporation.

Section 6. Removal. A trustee appointed by a Member may be removed from office at any time by the written action, and in the sole discretion, of that Member. Removal or termination of a Member shall automatically and at the same time constitute removal or termination of the trustee, if any, appointed by that Member.

Section 7. Vacancies. Vacancies in the Board of Trustees shall exist in the event of the resignation, removal or death of a trustee, or in the event of an increase in the number of Members having the right to appoint a trustee. Any such vacancy shall be filled, in the case of a trustee appointed by a Member, by an appointment by that Member. A trustee appointed or elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor. A vacancy created by the election of a new Member shall be filled by an appointment by the new Member.

MEETINGS OF THE BOARD OF TRUSTEES

Section 8. Location of Meetings. All meetings of the Board of Trustees may be held within or without the District of Columbia and may be held by means of telephone, video or internet conference.

Section 9. Annual Meeting. The annual meeting of the Board of Trustees shall be held at such time and place as shall be determined by the Board of Trustees and designated in the notice or waiver of notice of the meeting. In default of such determination and designation, the first meeting in a calendar year shall be the annual meeting.

Section 10. Regular Meetings. Regular meetings of the Board of Trustees may be held at such time and place as shall be determined from time to time by the Board of Trustees.

Section 11. Call of Special Meetings. The president may call, or upon the request of a majority of the members of the Board of Trustees, the secretary shall call, special meetings of the Board of Trustees.

Section 12. Notice of Special Meetings. Notice of special meetings of the Board of Trustees shall be in writing, signed by the president or secretary, and shall be served personally or sent to each trustee by mail, e-mail, telecopy or telegram addressed to his or her last address notified by that trustee to the Corporation at least seven (7) days before the time designated for such meeting. Notice of special meetings shall state the time and place of the meeting; the purpose or purposes of such meetings need not be specified, unless otherwise required.

Section 13. Waiver of Notice. Whenever notice is required to be given to any trustee, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Such waiver need not specify the purpose or purposes of the meeting.

Section 14. Quorum. A majority of the voting trustees then serving, present in person or by proxy, at a meeting, teleconference, videoconference, or internet conference, shall constitute a quorum for the transaction of business at any meeting of the Board of Trustees, unless otherwise required. However, if a quorum is not present at any meeting of the Board of Trustees, those trustees present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. A meeting of the Board may include guests.

Section 15. Action by Majority Vote. Except as otherwise required, any action by a majority of the voting trustees present at a meeting at which a quorum is present shall be deemed the action of the Board of Trustees.

Section 16. Action by Written Consent. Any action required or permitted to be taken at a meeting of the Board of Trustees may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the voting trustees.

COMMITTEES

Section 17. Designation. The Board of Trustees may from time to time designate a portion of the board, but not less than two voting trustees, to constitute an Executive Committee. The Board of Trustees may also from time to time designate trustees and non-trustees to serve on such other committee or committees as deemed appropriate and may adopt other resolutions on the appointment by one or more categories of Members of members of committees. The Board of Trustees shall, in relation to any committee, have the power at any time to (i) appoint a member of such committee as its chair, or terminate such an appointment, (ii) subject to any resolution adopted under the preceding sentence, fill vacancies or change the membership, or (iii) discharge a committee.

Section 18. Powers. Each committee shall have, and may exercise, such powers as authorized by the Board of Trustees. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Trustees, or any individual trustee, of any responsibility imposed upon the board or such trustee by law.

Section 19. Term. Members of a committee shall serve for a term of up to three years or until their earlier resignation, removal with or without cause, or death, or, in the case of a trustee member of a committee, until the term of that trustee comes to an end, or until the committee shall sooner be terminated.

Section 20. Meetings. Meetings of a committee may be held within or without the District of Columbia, and may be held in person, by teleconference, videoconference or internet conference. A majority of any such committee may fix the time and place of its meetings. Each committee shall keep records of its actions, and report such actions to the Board of Trustees and the president.

Section 21. Quorum; Action. A majority of the then serving trustee members (whether voting trustees or not) of any committee, present in person or by proxy, in a meeting or by teleconference, videoconference, or internet conference, shall constitute a quorum. Any action of the majority of those present at a meeting at which a quorum is present shall be deemed the action of the committee, except when a committee has only two members, in which case any action must be by unanimous consent. A meeting of a committee may include guests.

ARTICLE IV

OFFICERS, EXECUTIVE DIRECTOR

Section 1. Designation. The officers of the Corporation shall consist of a president, vice president, secretary, and treasurer, and may include one or more additional vice presidents, and such other officers and assistant officers as may be deemed necessary, each to have such duties and authority as are provided in these Bylaws, or as the Board of Trustees may from time to time determine. Any two or more offices may be held by the same person, except the offices of president and secretary.

Section 2. Election. Officers shall be elected, for any position the term of the incumbent in which is then expiring, by the Board of Trustees at the annual meeting of the board. In the first year of the Corporation, the trustees may elect officers on an interim basis and may within that year elect new officers.

Section 3. Term. Officers shall serve for a term of one year (subject, in the first year of the Corporation, to the preceding sentence), until the next annual meeting of the Board of Trustees and until their successors are elected and qualified, or until their earlier resignation, removal or death. Any officer may be elected to succeed himself or herself.

Section 4. Resignations. Any officer may resign at any time by notifying the Board of Trustees in writing. Such resignation shall take effect at the time specified therein. Acceptance by the Board of Trustees of such resignation shall not be necessary to make it effective.

Section 5. Removal. Any officer may be removed, either with or without cause, by a majority vote of the Board of Trustees at any regular or special meeting.

Section 6. Vacancies. A vacancy in any office caused by resignation, removal, or death of an officer may be filled for the unexpired term of that officer by the Board of Trustees at any regular or special meeting.

Section 7. President. The president shall have general supervision over the affairs of the Corporation, and shall perform all duties incident thereto. The president shall have such other power as may from time to time be assigned by the Board of Trustees.

Section 8. Vice President. The vice president, or if there shall be more than one, the vice presidents in the order so determined by the Board of Trustees, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president, and shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe.

Section 9. Secretary. The secretary shall (i) act as secretary of all meetings of the Board of Trustees and of such other committees as the Board of Trustees shall specify, (ii) keep the minutes thereof in the proper book or books, (iii) see that the reports, statements, and other documents required by law are properly kept and filed and (iv) in general, perform all the duties incident to the office of secretary and such related duties as may from time to time be assigned by the Board of Trustees or the president. The books, records and papers in the hands of secretary shall at all times be subject to the inspection, supervision and control of the Board of Trustees and the president. At the expiration of his or her term of office, the secretary shall turn over to his or her successor in office all books, records, papers and other properties of the Corporation. Any assistant secretary may act in the absence or inability to act of the secretary.

Section 10. Treasurer. The treasurer shall (i) collect and keep an account of all moneys received and expended for the use of the Corporation, (ii) deposit sums received by the Corporation in the name of the Corporation in such depositaries as shall be approved by the Board of Trustees, (iii) present reports of the finances of the Corporation at each annual meeting and when called upon by the president and (iv) perform such related duties as shall be directed by the Board of Trustees, or the president. The funds, books and vouchers in the hands of the treasurer shall at all times be subject to the inspection, supervision, and control of the Board of Trustees and the president. At the expiration of his or her term of office, the treasurer shall turn over to his or her successor in office all books, records, monies and other properties of the Corporation. Any assistant treasurer may act in the absence or inability to act of the treasurer.

Section 11. Other Officers. Other officers elected or appointed by the Board of Trustees shall, in general, perform such duties and have such powers as shall be assigned to them by the Board of Trustees or the president.

Section 12. Executive Director. The chief operating officer of the Corporation shall be the Executive Director. The Executive Director shall not be a trustee or an officer of the Corporation and shall not have the power to vote in meetings of the board or of the Executive Committee, but shall have the ability to attend all meetings of the board and of the Executive Committee except such meetings or portions of meetings when the board or that committee shall be in executive session. Nor shall the Executive Director be a member of any other committees of the board, but shall have the ability to attend all such meetings except those of the Executive Director Review Committee.

ARTICLE V

COMPENSATION OF TRUSTEES AND OFFICERS

Section 1. Compensation of Trustees. Trustees shall not receive any compensation for their services as such; however, the Board of Trustees may authorize reimbursement for expenses incurred in connection with the performance of services for the Corporation. Nothing herein contained shall be construed to preclude any trustee from serving the Corporation in any other capacity and receiving reasonable compensation therefor. The approval of the Board of Trustees shall be required for the hiring by the Corporation of such a person as an employee or independent contractor.

Section 2. Compensation of Officers. Officers shall not receive any compensation for their services as such; however, the Board of Trustees may authorize reimbursement for expenses incurred in connection with the performance of services for the Corporation. Nothing herein contained shall be construed to preclude any officer from serving the Corporation in any other capacity and receiving reasonable compensation therefor. The approval of the Board of Trustees shall be required for the hiring by the Corporation of such a person as an employee or independent contractor.

ARTICLE VI

LIABILITY AND INDEMNIFICATION

Section 1. Liability. In the absence of fraud or bad faith, the trustees of the Corporation shall not be personally liable for its debts, obligations or liabilities.

Section 2. Indemnification. The Corporation shall indemnify any trustee or officer, or former trustee or officer, against expenses incurred in connection with the defense of any action, suit or proceeding in which he or she is made a party by reason of being, or having been, such trustee or officer, to the maximum extent permitted by law. Such indemnification shall not be deemed exclusive of any other rights to which such trustee or officer may be entitled, under these Bylaws, any agreement, vote of the Board of Trustees or otherwise. The Corporation shall purchase and maintain liability insurance at appropriate levels for its officers and trustees.

Section 3. Prohibition Against Self‑Dealing. Anything contained in this Article to the contrary notwithstanding, the Corporation shall in no event indemnify any person otherwise entitled to such indemnification if such indemnification would violate any provision of Chapter 42 of the Code.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Grants. The Board of Trustees may prospectively or retroactively authorize any officer of the Corporation, in the name and on behalf of the Corporation, and in the administration of an approved program, to make any grants or contributions or provide financial assistance to any qualified individuals or organizations. The Board of Trustees may receive grants made to the Corporation from any source.

Section 2. Execution of Contracts. The Board of Trustees, except as otherwise provided in these Bylaws, may prospectively or retroactively authorize any officer or officers, in the name, and on behalf of the Corporation, to enter into any contract, or execute and deliver any instrument as may be necessary to carry out the purposes of the Corporation. Any such authority may be general or confined to specific instances.

Section 3. Loans. The Board of Trustees may authorize the president or any other officer of the Corporation to (i) obtain loans and advances at any time for the Corporation from any bank, trust company, firm, corporation, individual or other institution, (ii) make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation and (iii) pledge and hypothecate, or transfer, any securities or other property of the Corporation as security for any such loans or advances. Such authority conferred by the Board of Trustees may be general or confined to specific instances. No loans shall be made by the Corporation to any trustee or officer thereof.

Section 4. Gifts. The Board of Trustees may accept on behalf of the Corporation any contribution, gift bequest, or devise for the purposes of the Corporation.

Section 5. Investments. The Corporation shall have the right to invest and reinvest any funds held by it according to the judgment of the Board of Trustees. The Board of Trustees is restricted to the prudent investments which a trustee is or may hereafter be permitted by law to make.

Section 6. Voting of Securities Held by the Corporation. Stocks and other securities owned by the Corporation shall be voted, in person or by proxy, as the Board of Trustees may specify. In the absence of any direction by the Board of Trustees, such stocks and securities shall be voted as the president may determine.

Section 7. Books and Records. There shall be kept at the principal office of the Corporation correct books of accounts of all the business and transactions of the Corporation.

Section 8. Depositories. The funds of the Corporation not otherwise employed shall from time to time be deposited to the order of the Corporation in such banks, trust companies or other depositories as the Board of Trustees may select.

Section 9. Signatories. All checks, drafts and other orders for payment of money out of the funds of the Corporation, and all notes and other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by the Board of Trustees. In the absence of such determination by the Board of Trustees, such instruments shall be signed by the Executive Director and countersigned by the Administrative Member.

Section 10. Annual Audit. The Board of Trustees may require an annual audit to be made of the books and accounting records of the Corporation.

Section 11. Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Trustees.

Section 12. Corporate Seal. The Corporation shall have a corporate seal with its name, year of incorporation, and the words “Corporate Seal, District of Columbia” inscribed thereon. The seal shall be in the custody of the secretary and used by him or her, or any other officer so authorized by the Board of Trustees, by causing it, or a facsimile thereof, to be impressed, affixed, or reproduced otherwise on any instrument or document as may be required or recommended. The presence or absence of the seal on any instrument, or its addition thereto, shall not affect the character, validity or legal effect of the instrument in any respect.

Section 13. Notice. Any consent, notice, waiver or writing required or permitted under these Bylaws may be, unless otherwise specifically required, by e-mail, letter, telecopy or telegram sent to the last business or home address of the intended recipient notified to the Corporation, provided that there is a written record of receipt of the notice sent.

Section 14. Proxies. A voting trustee, in the case of a meeting of the board or a committee, may give a written proxy to another person, including but not limited to a colleague at that trustee’s institution. Any proxy must be in writing. A proxy may be general or may be confined to one or more specific matters that may come before the meeting. A proxy must state whether it applies to a meeting of the board or of a committee, name the committee, and identify the date of the meeting, and no proxy may apply to more than one meeting. A proxy may give complete voting discretion to the proxyholder or limit that voting discretion in any manner. If a proxy is exercised in a meeting, the proxy must be given to the secretary or chair of the meeting for retention in the records of the meeting.

ARTICLE VIII

AMENDMENTS TO ARTICLES OR BYLAWS

These Bylaws or the Articles of Incorporation of the Corporation, or any one or more of the provisions thereof, may be, subject to the resolutions of the board on this subject, adopted, amended, repealed or new provisions adopted by the majority vote of the trustees then in office at a meeting of the Board of Trustees expressly called for that purpose. Notice of the intent to adopt, amend, repeal and adopt any new such provision shall be given in accordance with Article III, Section 12 hereof.

ARTICLE IX

EFFECT OF PROVISIONS OF LAW AND ARTICLES OF INCORPORATION

Each of the provisions of these Bylaws shall be subject to and controlled by specific provisions of the District of Columbia Nonprofit Corporation Act or the Articles of Incorporation which relate to their subject matter, and shall also be subject to any exceptions or more specific provisions in these Bylaws dealing with the subject matter appearing in any Bylaw, as amended from time to time.

SECRETARY’S CERTIFICATE

The undersigned, as Secretary or Assistant Secretary of the Digital Library Federation, a corporation formed and existing under the laws of the District of Columbia (the “Corporation”), do hereby certify that the foregoing is a true and complete copy of the Bylaws of this Corporation as submitted to and adopted by the Board of Trustees through the date appearing below.

IN WITNESS WHEREOF, I have hereunder subscribed my name and affixed the seal of the Corporation on May 27, 2005.

Wendy Pradt Lougee

Secretary

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