Friends of Wolfner Talking Book and Braille Library

Friends of Wolfner Talking Book and Braille Library By-laws

Article I-NAME
The name of this corporation shall be the Friends of Wolfner Talking Book and Braille Library.

Article II-PURPOSE
The purpose of this corporation shall be to support the programs of  Wolfner Talking Book and Braille Library 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  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 covered by business liability insurance.

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. 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 three years. Three shall be elected each year, at the annual meeting.

Section 5.4 Vacancies on the Board of 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.   The outgoing president will preside over the board meeting following the annual meeting.  He/she will have no formal legal duties but will continue presiding until the meeting is adjourned unless the newly elected president wishes to preside at this time.

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. The two selected from the Board to serve on the nominating committee must not be up for reelection. 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. The membership shall be notified of the slate of candidates at least 30 days prior to the Annual meeting. Nominations may be accepted from the floor. Each nominee, whether selected by the Nominating Committee or nominated from the floor must provide a brief written or verbal statement of relevant qualifications for the position.

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 Election results shall be determined by a simple majority vote of the membership present and voting.

Article VIII Disbursement of Funds

Section 8.1 All 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 financial records and record system will be conducted annually at the end of the fiscal year to assure the accuracy and integrity of the corporation’s financial activities. The audit will be presented to the Board by the Treasurer.

Section 8.3 All distributions shall be paid by check as authorized by appropriate Board approval, including vouchers, receipts for previously approved payments and Presidential authorization as granted by the Board. Presidential written approval is required for expenses not approved by the Board for $100 or more. The Vice President will approve such expenses if payment is to be made to the 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. The Treasurer shall monitor annually United States and Missouri government regulations regarding nonprofit organizations and shall assure corporation’s compliance with such regulations.

Date of Revision: April 2014