Friends of the Wolfner Library
By-laws of the Friends of the Wolfner Library for the Blind and Physically Handicapped
Article I-NAME
The name of this corporation shall be the Friends of the Wolfner Library for the Blind and Physically Handicapped.
Article II-PURPOSE
The purpose of this corporation shall be to support the programs of the Wolfner Library for the Blind and Physically Handicapped and to be of benefit to its patrons.
Article III-MEMBERSHIP
Section 3.1 Membership of this corporation shall be open to all individuals interested in furthering the programs of the Wolfner Library.
Section 3.2 The Board of Directors shall determine the categories of membership.
Section 3.3 The membership year shall extend from April 1 through March 31.
Section 3.4 Members who have paid their dues prior to or at the annual meeting and who are in attendance have the right to vote.
Section 3.5 Any member may be expelled for misconduct by a two-thirds (2/3) majority vote of the Board of Directors present at any Board meeting.
Article IV-OFFICERS
Section 4.1 The Board of Directors shall elect its officers at its meeting immediately following the annual meeting. These officers shall be elected from among the nine elected members of the Board. The term of office shall be one year.
Section 4.2 Officers of the Board of Directors shall be: President, Vice-President, Secretary and Treasurer. These officers shall also serve as officers of the corporation. The Treasurer shall be bonded.
Section 4.3 The duties of each officer shall be those ordinarily associated with that office.
Section 4.4 In the event that the President is unable to serve the full term, the Vice-President shall immediately succeed to the office of President. Any other officer vacancy shall be filled by a majority vote of the Board of Directors present at any Board meeting.
Article V-BOARD OF DIRECTORS
Section 5.1 The Board of Directors shall conduct the business of this corporation.
Section 5.2 The Board of Directors shall consist of nine members elected from the membership and the Chairperson of the Wolfner Advisory Council. The majority of the Board must be patrons of Wolfner Library.
Section 5.3 The term of office of each of the nine elected directors shall be two years. Five shall be elected during odd-numbered years, and the remaining four shall be elected during even- numbered years at the annual meeting.
Section 5.4 Vacancies of Board Directors, other than officers, shall be filled by a majority vote of the Board of Directors present at any Board meeting.
Section 5.5 Any Director may be removed, with cause, by a two-thirds (2/3) majority vote of the entire Board of Directors.
Section 5.6 Any Director who accumulates more than two consecutive unexcused absences as declared by the President may be removed from the Board by a two-thirds (2/3) vote of the Board of directors.
Section 5.7 The Board of Directors shall have authority to establish and approve necessary expenses in carrying on the business of the corporation.
Section 5.8 In order to qualify to run for a Board position, one must be a member in good standing of the Friends of Wolfner Library for at least one year.
Article VI-MEETINGS
Section 6.1 At least five members of the Board including either the President or the Vice-President must be present at any Board meeting to constitute a quorum to transact business.
Section 6.2 Regular meetings of the Board of Directors shall be held quarterly, one of which shall immediately follow the annual meeting of the general membership.
Section 6.3 At the meeting immediately following the annual meeting all of the records shall be turned over to the new Board.
Section 6.4 Special meetings of the Board of Directors may be called by the President or by any three Directors acting jointly. A seven day notice must be given prior to any special meeting.
Section 6.5 The annual meeting of the membership shall ordinarily be held on a Saturday in April. A quorum for conducting business at the annual meeting shall be a simple majority of those present and voting.
Section 6.6 Special meetings of the membership may be called at the request of at least one half of the Board of Directors. Notice of special meetings of the membership shall be given at least 14 days prior to such meetings. The number of members present at the special meetings of the membership shall constitute a quorum for the transaction of business.
Article VII Nominations and Elections
Section 7.1 Ninety days prior to the Annual meeting, the President shall select a Nominating Committee made up of two members from the Board of Directors and two from the general membership. As soon as the Nominating Committee is appointed, notice of the election and of those serving on the Committee shall be distributed to the membership.
Section 7.2 The Nominating Committee shall select a slate of nominees for all Board positions which become vacant at the time of the annual meeting. Each nominee must consent to his/her name being placed in nomination.
Section 7.3 The Nominating Committee shall submit a proposed slate of nominees to the President in writing immediately before the opening of the annual meeting. Nominations may be accepted from the floor.
Section 7.4 Election results shall be determined by a simple majority vote of the membership present and voting.
Article VIII Disbursement of Funds
Section 8.1 Funds of this corporation shall be deposited in a bank or other financial institution selected by the Board of Directors.
Section 8.2 An audit of the Treasurer's books shall be completed by June 1 following the close of the fiscal year. A report of this audit shall be made to the Board of Directors at its first regular meeting thereafter.
Section 8.3 All disbursements shall be paid by check and authorized by voucher. Vouchers must be signed by the President, except for funds being issued directly to the President; in which case, vouchers must be signed by the Vice-President.
Article IX Dissolution
In the case of dissolution, the Board of Directors shall, after the payment of all liabilities, expend its remaining assets on literature and/or equipment which will benefit the patrons of Wolfner Library. Decisions with regard to specific items to be purchased shall be made by the Board of Directors in consultation with personnel from Wolfner Library.
Article X Amendments
A proposed amendment shall be submitted in writing to the Board of Directors prior to the annual meeting. Proposed amendments shall be presented at an annual meeting and shall require a two thirds (2/3) majority vote of the members present and voting for passage.
Article XI Tax Exempt Status
This corporation is to be a public charity exempt from taxation under Section 501 (c) (3) of the capital Internal Revenue Code of 1954, and an organization, contributions to which are deductible under the gift, state, and income tax laws of the United States.
Date of Revision April, 2003