Friends of Shawano County Libraries, Inc.
ARTICLE 1 - NAME
The name of this organization shall be the FRIENDS OF SHAWANO COUNTY LIBRARIES, Inc ('Friends').
ARTICLE 2 - PURPOSE
The Friends is a volunteer, community-based group whose mission is:
ARTICLE 3 - MEMBERSHIP AND DUES
SECTION 1. Membership shall be open to all persons or organizations who are interested in its purposes.
SECTION 2. Individual and family membership dues shall be set by the Executive Board. Each paid membership shall be entitled to one vote. Dues shall be paid annually.
ARTICLE 4 - EXECUTIVE BOARD
SECTION 1. The Executive Board shall consist of the four officers (President, Vice President, Secretary, and Treasurer) and the Director of the Shawano County Library (non-voting, ex-officio).
SECTION 2. The duties of the Executive Board shall be to act on behalf of the Board of Directors as needed.
ARTICLE 5 - BOARD OF DIRECTORS
SECTION 1. As many as 15 persons may constitute the Board of Directors which includes the four officers (President, Vice President, Secretary, and Treasurer).
SECTION 2. They meet with the Executive Board and ex-officio members and have voice and vote in determining activities of the Friends.
SECTION 3. Members of the Board of Directors shall be nominated by a Nominating Committee chosen by the President that consist of three members who have been Friends' members for at least one year. One person shall be a member of the Executive Board and two other persons shall be appointed by the President. They shall present a slate of candidates to the members at the annual meeting. Additional nominations may be made from the floor at the annual meeting. All nominations shall be made with the consent of the nominee.
SECTION 4. Board of Directors members shall be elected by a majority vote of those present at the annual meeting. Elections for Board members will be staggered with one-half of the Board being considered for election during even years and the other half of the Board being considered for election during odd years.
SECTION 5. Vacancies shall be filled by appointment made by the President for the balance of the term vacated.
SECTION 6. Terms of office shall be two years and shall begin immediately following the annual meeting. Persons elected or appointed to these terms may serve additional terms as elected or appointed.
SECTION 7. Unexcused absences from more than two meetings per year shall be reason for being replaced.
SECTION 8. The Board of Directors, at the annual meeting, may designate a former Board member to be an honorary member with no voting privileges. They shall pay no dues but shall retain full membership rights.
ARTICLE 6 - OFFICERS
SECTION 1. The officers of the Board of Directors shall be a President, Vice President, Secretary and Treasurer. These four officers shall constitute the Executive Board.
SECTION 2. The officers shall be elected by the Board of Directors at the next meeting following the annual meeting.
SECTION 3. All offices shall be for a two-year term with a maximum of three consecutive terms. Elections will be held annually with offices of President and Secretary held one year and the offices of Vice President and Treasurer held the following year. Vacancies shall be filled the appointment made by the President for the balance of the unexpired term.
SECTION 4. Duties of the Officers:
(a) President. The President shall preside at all meetings of the organization and the Executive Board, and prepare a written agenda in advance of all meetings. The President shall perform ll duties incident to the office and recommend such actions as he/she deems useful to the organization and shall be an ex-officio member of all standing and special committees.
(b) Vice President. The Vice President shall act in the absence of the President.
(c) Secretary. The Secretary shall keep an accurate record of all meetings, shall send the agenda to all eligible members one week before each meeting, and shall carry on the correspondence of the organization, with assistance from the Library Director.
(d) Treasurer. The Treasurer shall receive and disburse all funds of the organization, subject to the approval of the Executive Board. He/she shall pay all bills. All expenditures over $500 must have approval of the Executive Board prior to their being processed (amounts of $100 or more processed with approval of the President), except for the regular budgeted items and gifts with specific requests. The Treasurer shall write thank-you notes for contributions received. All tax returns and governmental forms should be filed in a timely manner.
ARTICLE 7 - COMMITTEES
SECTION 1. The Board of Directors will have the authority to establish and dissolve committees to conduct activities consistent with the purpose of the organization. The President shall have the authority to appoint or dissolve chairpersons and members of standing and ad hoc committees. Ad hoc committees may be established to address specific issues relevant to the goals and activities of this organization. An ad hoc committee will disband upon fulfillment of its purpose. Committee membership is open to any member of the association.
SECTION 2. Standing committees shall be Membership, Bylaws, Fundraising, Nominating (See Article 5, Section 3), Events, Publicity, and Finance (See Article 7, Section 3). Other committees will be formed as deemed necessary. Other than the Nominating Committee, the President and Library Director are ex officio members of all standing committees and are invited to participate in all committee meetings. The chairperson or other designated person of each committee will deliver a report of the committee’s activities as requested by the Board.
SECTION 3. The Finance Committee meets to review current investments, which could include meeting with portfolio managers, and make recommendations to the full Board pursuant to the Friends’ current Investment Policy.
SECTION 4. No committee member shall make any contract or incur any indebtedness, obligation or liability in the name of, or on behalf of, the Friends without the authority and consent of the membership.
ARTICLE 8 - MEETINGS
SECTION 1. There shall be an Annual Meeting of the membership for the purpose of electing directors, receiving reports, or other business. It shall take place in the month of May of each year at such date as determined by the Executive Board. Members shall be notified by mail at least two weeks prior to the date of such meeting by newspaper, newsletter or postcard.
SECTION 2. The Board of Directors shall meet as required for the transaction of Friends' business, but not less than four times a year.
SECTION 3. Special meetings of the Executive Board and/or the Board of Directors may be called at any time by order of the Executive Board.
SECTION 4. A simple majority of the Board of Directors and/or the Executive Board shall constitute a quorum. A quorum is necessary for the approval of motions.
SECTION 5. The Shawano Library Director shall be an ex-officio member of the Executive Board and the Board of Directors.
ARTICLE 9 - AMENDMENTS
Amendments to these Bylaws may be made at the Annual Meeting of the general membership by a majority of those present, after notification in writing to each member at least two weeks before the meeting at which the vote is to take place.
ARTICLE 10 - DISSOLUTION
In the event of dissolution of this organization, any assets shall be paid to the Shawano County Library system.
ARTICLES 11 - PARLIAMENTARY PROCEDURES
Roberts Rules of Order (most current revision), when not in conflict with these Bylaws, shall be used as a guide for meetings of the Friends of Shawano County Libraries, Inc.
Adopted May 12, 2018
Supersedes Bylaws dated May 15, 2014