BYLAWS
FRIENDS
OF THE Wimberley Village Library
A
Article 1
Purpose and Organization
Section
1.1 Purpose
of the Friends. The Friends of the
Wimberley
Village Library ("Friends") shall be a nonpolicymaking and nonprofit
organization.
The purpose of Friends shall be to promote the interests and welfare of
the Wimberley
Village Library District ("Library District"), a political
subdivision of the state of
Section 1.2 Funds of the Friends. As a part of this purpose, the Friends Board shall present to the Library District from time to time such funds as have been raised by the Friends and that are agreed to for its use and benefit by the Friends Board and the Board of Trustees of the Library District (“Library District Board”). The Friends Board may also, in consultation with the Library District Board, establish one or more endowment funds for the purpose of creating a source of investment income for the Library.
Section 1.3 Manner of Providing Funds. Funds of the Friends shall be expended in accordance with the purposes of the organization and upon approval of the Friends Board. Unless otherwise restricted by the terms of a grant or contractual obligation, or unless collected for an expressly stated specific purpose, the manner in which funds provided by the Friends to the Library District shall be expended by the Library District is in the sole discretion of the Library District Board.
Section 1.4 Distribution of Funds Upon Dissolution. In the event that the Friends is dissolved for any reason, all assets of the Friends treasury shall be disposed of in accordance with state and federal laws and regulations applicable to nonprofit corporations qualified under §501(c)(3) of the Internal Revenue Code, as follows: After paying or providing for payment of all liabilities of the Friends—(1) to organizations qualified for one or more exempt purposes within the meaning of §501(c)(3) of the Internal Revenue Code (or corresponding provision of any future United States internal revenue law); or (2) for a public purpose to the federal government, or to a state or local governmental entity, such as the Wimberley Village Library District. Any assets of the Friends not so disposed of shall be disposed of by the county court of the county in which the principal office of the Friends is then located, exclusively for such purposes or to such organizations as said court shall determine, which are organized and operated exclusively for such purpose.
Article 2
Office
Section
2.1 Principal
and Registered Office. The principal
and registered office of the Friends shall be 400 FM 2325,
Section 2.2 Other Offices. The Friends may establish other offices within or outside of the boundaries of the Library District as the Friends Board may determine or as the affairs of the Friends may require.
Article 3
Members
Section 3.1 General. Any person, family, or entity may become a member of the Friends upon completion of a membership application and payment of membership dues.
Section 3.2 Classes of Membership. The Friends Board shall establish classes of membership which may include, but are not limited to, individual, junior, family, business, patron, and lifetime.
Section 3.3 Membership Dues. The Friends Board shall establish the amount of membership dues applicable to each class of membership, and the duration for which such dues entitle the payor to membership.
Section 3.4 Voting Rights. Each member shall be entitled to one vote as a member of the Friends.
Section 3.5 Annual Meeting of Members. Beginning in 2007, an annual meeting of the members shall be held in April of each year for the purpose of electing directors and conducting other business. The meeting shall be held at a time and place set by the Friends Board. If the election of directors is not held on the day designated in these Bylaws for the annual meeting, the Friends Board shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient.
Section 3.6 Special Meetings. Special meetings of the members may be called by the Friends President, a majority of the Friends Board, or not less than one hundred (100) of the members.
Section
3.7 Place
of Meeting. The Friends Board may
designate any place within Hays County of Texas as the place of meeting
for any
annual meeting of the members or for any special meeting of the members
called
by the Board of Directors. If no
designation is made, or if a special meeting is otherwise called, the
place of
meeting will be the registered office of the Friends in the State of
Section
3.8 Notice
of Annual Meetings. Notice may be
given by mail, by publication in a newsletter, by publication in a
newspaper
with general circulation within the boundaries of the Library District,
public
posting at the Library, electronic mail, or any combination of these
methods,
not less than ten (10) days before the date of such meeting. In case of a special meeting or when required
by statute or by these Bylaws, the purpose or purposes for which the
meeting is
called will be stated in the notice. If
mailed, the notice of a meeting will be deemed to be delivered when
deposited
in the
Section 3.9 Quorum. The members who are present at the beginning time of a properly called and noticed meeting of the members will constitute a quorum at such meeting.
Section 3.10 Manner of Acting. The act of a majority of the members present at a meeting at which a quorum is present will be the act of the members unless the act of a greater number is required by law or by these Bylaws.
Section 3.11 Voting by Mail. Where directors are to be elected by members, such election may be conducted by mail in such manner as the Friends Board determines.
Article 4
Board of Directors
Section 4.1 General Powers. The business and affairs of the Friends will be managed by its Board of Directors (“Friends Board”).
Section 4.2 Number and Tenure; Expansion. The initial number of directors of the Friends will be nineteen (19). Directors will be elected by the members at each annual meeting, and each Director will hold office until his or her successor has been elected and qualified. The term of a Director shall be three years, except that the initial directors shall be assigned staggered terms by lot—six (6) being assigned to a one-year term, seven (7) being assigned to a two-year term, and six (6) being assigned to a three-year term. The Friends Board may by majority vote expand the number of directors. Any directorship to be filled by reason of an increase in the number of directors will be filled by majority vote at a meeting of the Friends Board.
Section 4.3 Ex-Officio Member. The President of the Library District Board shall be an ex-officio, voting member of the Friends Board, and shall be given the notice of any Friends Board meetings in accordance with §4.5. The President of the Library District Board may appoint a designee to attend any such meetings.
Section 4.4 Meetings of Directors.
Section 4.4.1 Annual Meeting of Directors. A regular annual meeting of the Friends Board will be held in April of each year for the purpose of electing officers and conducting other business. The meeting shall be held at a time and place within the Library District set by the Friends Board.
Section 4.4.2 Regular Meetings of Directors. The Friends Board may designate the time and place, within the Library District, for the holding of regular meetings of the Friends Board without other notice than such resolution.
Section 4.4.3 Special Meetings of Directors. Special meetings of the Friends Board may be called by or at the request of the President or any three (3) Directors. The person or persons authorized to call special meetings of the Friends Board may fix any place within the Library District as the place for holding any special meeting of the Friends Board called by them.
Section 4.5 Notice of Meeting. Notice of the date, time, and place of any meeting of the Friends Board, except regular meetings as authorized in §4.4.2, will be given at least forty-eight (48) hours prior to such meeting by hand-delivered or mailed writing, electronic mail, facsimile transmission, or telephone to each Director at his or her address, e-mail address, fax number, or telephone number, as shown by the records of the Friends. If notice is given by facsimile transmission, such notice will be deemed delivered when confirmation of transmission is printed on the faxing machine. If the notice is given by telephone, such notice will be deemed to be delivered when the message is communicated to the party or is left on the party's telephone recording device. Any Director may waive notice of any meeting. The attendance of a Director at any meeting will constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
Section 4.6 Quorum. A simple majority of members of the Friends Board will constitute a quorum for the transaction of business at any meeting of the Friends Board.
Section 4.7 Manner of Acting. The act of a simple majority of the directors present at a meeting at which a quorum is present will be the act of the Friends Board, unless the act of a greater number is required by law or by these Bylaws.
Section 4.8 Procedure. The rules and procedures set forth in Roberts Rules of Order (latest edition) shall govern the Friends, including the conduct of meetings of the Friends Board, in all cases to which they are applicable and in which they are not inconsistent with the Articles of Incorporation, these Bylaws, or applicable law.
Section 4.9 Vacancies. Any vacancy occurring in a position on the Friends Board will be filled by the affirmative vote of a majority of the remaining directors even though they constitute less than a quorum of the Friends Board. A director elected to fill a vacancy will be elected for the unexpired term of his or her predecessor in office.
Section
4.10 Compensation. Directors will not receive any compensation
for their services, but by resolution of the Friends Board any Director
may be
indemnified for expenses and costs, including attorney fees, actually
and
necessarily incurred in connection with any claim asserted against that
Director,
by action in court or otherwise, by reason of his or her being or
having been
such Director, except in relation to matters as to which he or she may
have
been guilty of negligence or misconduct in respect to the matter in
which
indemnity is sought.
Section
4.11 Removal.
Any Director may be removed, with or without cause, at any
time. Removal shall be by a vote of two-thirds (2/3) of Directors
present at any regular or special meeting of the Directors. Any
vacancy in the Friends Board caused by any such removal may be filled
in the manner specified in §4.9 of the Bylaws.
Article 5
Officers
Section 5.1 Officers. The officers of the Friends will be a President, a Vice-President, a Treasurer, a Recording Secretary, and a Corresponding Secretary. The Friends Board may elect or appoint such other officers as it may deem desirable, such officers to have the authority to perform the duties prescribed, from time to time, by the Friends Board.
Section 5.2 Election and Term of Office. The officers of the Friends will be elected annually by the Friends Board at the regular annual meeting of the Friends Board. If the election of officers will not be held at such meeting, such election will be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Friends Board. Each officer will hold office until his or her successor has been elected and qualified.
Section 5.3 Removal. Any officer elected or appointed by the Friends Board may be removed by the Friends Board whenever in its judgment the best interests of the Friends would be served by such removal, but such removal will be without prejudice to the contract rights, if any, of the officer so removed.
Section 5.4 Vacancies. A vacancy in any office, because of death, resignation, removal, disqualification, or otherwise, may be filled by the Friends Board for the unexpired portion of the term.
Section 5.5 Duties of Officers.
Section 5.5.1 President. The President will be the principal executive officer of the Friends and will, in general, supervise and control all of the business and affairs of the Friends. The President will (a) preside at all meetings of the Friends Board, including the annual meeting, or may designate a qualified individual to so preside; (b) may sign any deeds, mortgages, bonds, contracts, or other instruments that the Friends Board have authorized to be executed, except in cases where the signing and execution of such documents is expressly delegated by the Friends Board or by these Bylaws or by statute to some other officer or agent of the Friends; (c) shall, after consultation with the Friends Board, appoint all standing and special committees, and may appoint such committees’ chairpersons; and (d) shall report monthly to the Library District Board pursuant to §7.2, below. In general, the President will perform all duties incident to the office of President and such other duties as may be prescribed by the Friends Board from time to time.
Section 5.5.2 Vice-President. In the absence of the President or in the event of an inability or refusal of the President to act, the Vice-President will perform the duties of the President, and when so acting, will have all the powers of and be subject to all the restrictions on the President. Additionally, the Vice-President will perform such other duties as from time to time may be assigned by the President or by the Friends Board.
Section 5.5.3 Treasurer. The Treasurer will have charge and custody of and be responsible for all funds and securities of the Friends, including endowment funds; will receive and give receipts for money due and payable to the Friends from any source whatsoever; will deposit all such monies in the name of the Friends in such banks, trust companies, or other depositories as may be selected by the Friends Board; and will, in general, perform all the duties incidental to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Friends Board. The Treasurer shall make a financial report at regular meetings of the Friends Board. The Treasurer will prepare for signature by the President any federal or state income or other tax forms required by law. If required by the Friends Board, the Treasurer will give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Friends Board may determine.
Section 5.5.4 Recording Secretary. The Recording Secretary will keep the minutes of the meetings of the members and of the Friends Board in one or more books provided for or in electronic files established for that purpose; see that all notices are given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records of the Friends, the execution of which on behalf of the Friends is authorized in accordance with the provisions of these bylaws; and in general perform all duties incident to the office of Recording Secretary and such other duties as from time to time may be assigned by the President or by the Friends Board.
Section 5.5.5 Corresponding Secretary. The Corresponding Secretary shall be responsible for all written correspondence on behalf of the Friends and as requested by the Friends Board; will assist the Recording Secretary in keeping the minutes of the meetings of the members and of the Friends Board; keep a register of the post office address, fax number and/or electronic mail address, and telephone number of each board member; and in general perform all duties incident to the office of Corresponding Secretary and such other duties as from time to time may be assigned by the President or by the Friends Board.
Section 5.6 Duty of Outgoing Officer to Inform. Before or at the time that an officer, committee chairperson, or other person who has been assigned a duty to work on behalf of the Friends, leaves his or her office or terminates his or her duties, the outgoing officer or other person shall deliver to the successor to said office or duty, or to such person as the Friends Board shall designate, all records and other materials pertaining to the office or duty.
Article 6
Committees
Section 6.1 Standing Committees. Directors shall be appointed by the President to the following committees: (a) Library Volunteers Committee; (b) Youth Activities Committee; (c) Membership Committee; (d) Book Sales Committee; (e) Publicity Committee; and (f) Budget Committee.
Section 6.2 Committees of Directors. The President may appoint other committees consisting of one (1) or more Directors.
Section 6.3 Other Committees. The President—with the concurrence of the Friends Board—may appoint committees that include, or consist entirely of, persons who are not members of the Friends Board.
Section 6.4 Responsibility. The designation of such committees and the delegation of authority to such committees will not operate to relieve the Friends Board, or any individual Director, of any responsibility imposed by law.
Section 6.5 Term of Office. Each member of a committee will continue as such until a successor is appointed, unless the committee is sooner terminated, or unless such member is removed from such committee, or unless such member ceases to qualify as a member of such committee.
Section 6.6 Chair. One member of each committee may be appointed to chair the committee by the person or persons authorized to appoint the committee members.
Section 6.7 Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6.8 Quorum. Unless otherwise provided, a majority of the whole committee will constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present will be the act of the committee.
Section 6.9 Rules. Each committee may adopt rules for its own activities not inconsistent with these Bylaws or with rules adopted by the Friends Board.
Section 6.10 Reports. Each committee chairperson shall report its activities to the Friends Board as requested by the President.
Article 7
Relationship with the Wimberley Village Library District
Section
7.1 General.
This Friends organization was created in
response to Goal IV of the
By 2006, district residents will establish a Friends of the Wimberley Village Library organization under the aegis of the Wimberley Village Library Board of Trustees.
The Friends are therefore under the sponsorship and patronage of the Library District, and will ensure that all its activities will be in keeping with the public image and purpose of the Library.
Section 7.2 Reporting. The President of the Friends, or a designee, will attend each regular monthly meeting of the Library District Board, and will present at each such meeting a report concerning planned and ongoing activities, financial condition, and any other relevant matters.
Section 7.3 Direction. The Friends shall solicit from the Library District Board input regarding library programs, needs, priorities, budget, and other information relevant to potential Friends’ activities.
Section 7.4 District Budget. The Friends will provide to the Library District Board in October of each year a report concerning estimated funding that might be generated during the following calendar year. The purpose of this report is to permit the Library District Board to include such information in preparing its budget for that ensuing calendar year.
Section 7.5 Funds. Sections 1.2 and 1.3, above, provide for the transfer of funds from the Friends to the Library District.
Section 7.6 Grants. With the prior approval of the Library District Board, the Friends may seek grant funds for the benefit of the Library. The Library District Board and the Library Director will cooperate with the Friends to provide information useful for the purpose of obtaining such grants. The Friends shall immediately and unconditionally remit to the Library District any grant funds awarded to or for the benefit of the Library. The Friends shall provide in a timely manner all documentation, reporting, or disclosures required by the organization awarding such grants, and shall cooperate fully in responding to any audits of the Library District by any organization awarding such grants. The Library District will assist the Friends in meeting any documentation, reporting, audit, or other requirements reasonably needed for the purpose of obtaining such grants.
Section 7.7 Compliance with Law. The Friends will abide by and comply with all applicable local, state, and federal law and regulations in connection with any efforts undertaken on behalf of or for the benefit of the Library or the Library District.
Section 7.8 Limitation on Authority. The Friends shall not have authority to enter into any contract on behalf of, or otherwise bind, the Library or the Library District.
Section 7.9 Ex-Officio Board Member. As provided in §4.3, the President of the Library District Board shall be an ex-officio, voting member of the Friends Board, and shall be given notice of any Friends Board meetings in accordance with §4.5.
Article 8
Contracts, Checks, Deposits, and Gifts
Section 8.1 Contracts. The Friends Board may authorize any officer or officers, agent or agents of the Friends, in addition to the officers so authorized by these Bylaws, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Friends, and such authority may be general or confined to specific instances.
Section 8.2 Checks, Drafts, or Orders for Payment. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Friends must be signed by such officer or officers, agent or agents of the Friends and in such manner as will from time to time be determined by resolution of the Friends Board. In the absence of such determination by the Friends Board, if such documents have a value of $3,000 or less, they shall be signed by any one of the following persons: the President; the Vice-President; or the Treasurer; and if such documents have a value greater than $3,000, any two of said persons shall sign.
Section 8.3 Deposits. All funds of the Friends will be deposited from time to time to the credit of the Friends in such banks, trust companies, or other depositories as the Friends Board may select.
Section 8.4 Gifts. The Friends Board may accept on behalf of the Friends any grant, contribution, gift, bequest, or devise for the general purposes, or for any special purpose, of the Friends.
Article 9
Miscellaneous
Section 9.1 Books and Records. The Friends will keep at its principal office correct and complete books and records of account and will also keep minutes of the proceedings of the Friends Board and committees having any of the authority of the Friends Board.
Section 9.2 Fiscal Year and Budget. The fiscal year of the Friends will begin on the first day of January and end on the last day of December in each year. At the beginning of each fiscal year, the Friends Board shall prepare and adopt a budget for that fiscal year.
Section 9.3 Waiver of Notice. Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the articles of incorporation of the Friends or these Bylaws of the Friends, a waiver of such notice in writing signed by the person or persons entitled to such notice, whether before or after the time stated in the notice, will be deemed equivalent to the giving of such notice.
Section 9.4 Liability Insurance. If deemed necessary by the Friends Board, the Friends shall obtain appropriate liability insurance coverage for any of its activities conducted at sites other than the Library.
Article 10
Amendments
Section 10.1 Power of Directors to Amend Bylaws. Subject to any limitations set forth in the Articles of Incorporation of the Friends, these Bylaws, and the Texas Non-Profit Corporation Act, these Bylaws may be amended, repealed, or added to, or new Bylaws may be adopted, by a resolution adopted by two-thirds (2/3) of the Friends Board present at any regular or special meeting.
Adopted by unanimous consent of the Directors of the Friends of the Wimberley Village Library on _________________________, 2006.
_________________________________
_________________, President
ATTEST:
_____________________________________
________________, Recording Secretary
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