AMENDMENTS to the BYLAWS of the FRIENDS of the WIMBERLY VILLAGE LIBRARY

Amendment to Article 4:

Action:  Add a new Article 4.11 to Article 4 to provide language that would provide a process for the Board to remove directors who are not attending meetings of the Board regularly.  It was agreed to use discretionary rather than automatic removal so that special circumstances could be considered.  Requiring a 2/3 majority for removal helps to ensure that there is a strong sentiment among Directors for such action.  The absence provisions (missing half or more of meetings in any 12-month period, or missing 4 consecutive meetings) permits - but does not require - removal of inactive Directors.  Since we do not wish to have an automatic removal provision, this part of the amendment simply instructs the President to place the matter of that Director's absences on the agenda for discussion and possible action.  The Board's discretion to act as it wishes is thus retained.

Motion. To amend Article 4 by adding the text provided below at the end of the Article.

Text: 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.

If any Director:

• shall be absent from 50% or more of the regular and special meetings of the Friends Board held during any consecutive 12-month period, or
• shall be absent from 4 consecutive regular and special meetings of the Friends Board,

 the President shall place the issue of the possible removal of such Director on the agenda of the next meeting of the Friends Board.

 Result:  The motion passed unanimously.