The organization shall be known as Friends of the Rosenberg Library.
Friends of the Rosenberg Library (“Friends”) is organized to support and promote Rosenberg Library as a cultural and educational asset, and to raise money for books, equipment and related materials for the library.
Article I. MEMBERSHIP AND DUES
Section 1. The membership year of Friends shall coincide with a calendar year.
Section 2. All persons interested in the mission of Friends shall be eligible for membership upon payment of annual dues. Supporting members shall annually pay dues directly to Friends.
Section 3. The classes of membership and the amount of dues for each category shall be as set, from time to time, by the Board of Directors of Friends (“Board”).
Section 4. The Board has the power to refuse or revoke, without notice or cause, the membership of any person whose membership, in the opinion of the Board, is detrimental to Friends, its interests or reputation.
Section 1. The control and conduct of business, policies and property occupied by Friends shall be vested in the Board of Directors. The Board shall consist of the Executive Committee; the Chairs of such committees as may be created by a quorum vote of the Board, and not more than eight Members-at-Large, all of whom shall be supporting members in good standing with voting rights.
Section 2. At least 51% of the Board of Directors, excluding vacancies, shall constitute a quorum.
Section 3. The officers of the Executive Committee of Friends shall consist of the Past President, President, President-elect, Treasurer and Secretary. The Executive Committee, upon the recommendation of the President and a majority vote of a quorum of the Board, may be empowered to act on designated matters. The Executive Committee shall be required to report its activities at each regularly scheduled Board meeting.
Section 4. Terms: The President and Vice President shall serve a term of two years, and may not serve more than two consecutive terms. The Secretary, Treasurer and other board members shall serve a term of two years and are eligible to be reelected to serve additional terms as voted on by the Board. Terms shall begin on June 1.
- Vacancies – If a Board position becomes vacant for any reason, the President shall appoint a member to fill such vacancy. Such appointment shall be subject to approval by a majority of a quorum of the Board. Should the office of the President become vacant, the President-elect shall assume the office of President. The resulting vacancy in the office of President-elect shall be filled at the earlier of the next regular election meeting, or at a special meeting called in compliance with Article lll, Section 1, B.
- Absences – If a Board member is absent for three consecutive Board meetings, or is absent for a majority of Board meetings over a six-month period, the Board member may be removed from office upon the recommendation of the President and a majority vote of a quorum of the Board. The resultant vacant Board position shall be filled in compliance with Article lll, Section 1, A.
Section 1. – Meetings of Board of Directors
- Monthly Board Meetings shall be held at regularly scheduled times and dates set by the Board of Directors. At each meeting, the President and other Board members or officers shall report briefly on their respective current activities and business.
- Special Board Meetings may be call by the President or by a quorum vote of the Board. Board members shall be given at least a five-day electronic notice of special meetings, which shall state the subject matter of the meeting.
- Annual & Election Meeting:
- The annual meeting of Friends of Rosenberg Library shall occur in May of each year.
- At this meeting, the President shall report on the state of affairs of Friends and preside over the election of officers and directors.
- The Chair of the Nominating Committee shall present the slate of officers for consideration by the Board. Nominations for office may be made from the floor provided the consent of the person nominated has been obtained before the nomination is made.
- All officers and directors shall be elected by a majority vote of a quorum of the Board.
- The term of each position shall begin June 1.
- Every other year, the President-elect shall be elected.
- At the end of two years, the President-elect shall automatically become the President and serve as President for two years. At the end of the President’s term, the President shall automatically become the Past-President and serve as Past-President for a term of two years.
Section 1. The officers of Friends shall consist of the Executive Committee as specified in Article ll, Section 4.
Section 2. The officers shall perform the duties and exercise the duties prescribed by the Articles of Incorporation, these Bylaws and those assigned by the Board of Directors. These duties and powers shall include, but not be limited to, the following:
- The President shall have general responsibility for, and supervision of, the organization and shall preside at meetings of the Board of Directors, appoint all special committees, and be a member of all committees except the Nominating Committee.
- The President-elect shall preside at board meetings in the absence of the President and shall assume the office of the President in case of vacancy or incapacity of the President. The President-elect shall work directly with the President and may assume duties of the President as deemed appropriate and necessary by the President. The President-elect shall assume the office of the President upon completion of the President’s term of office.
- The Past-President shall provide guidance and support to the President, President-elect and Board of Directors, and undertake such duties and responsibilities as are deemed necessary by the President.
- The Secretary is responsible for maintaining all documents which serve as the official records of the organization. The Secretary shall:
- Attend all Board meetings, take attendance, record minutes, collect committee reports, prepare and email minutes to all Board members within one week of the next meeting;
- Maintain a file of the minutes, past fiscal year and current fiscal year, for reference at future meetings. Older minutes shall be annually archived at the Texas History Center.
- Maintain files which include press releases, flyers, newsletters, announcements of programs and activities, and all other pertinent information relative to the functions of Friends;
- Assist President, as needed, with correspondence for Friends;
- Send electronic notifications of all meetings to the Board:
- Monthly Board meetings – 15 days prior;
- Special Board meetings – 5 days prior;
- Annual Meeting – a public notice shall be published in the local newspaper no later than 15 days prior.
- Prepare and distribute meeting agendas as set by the President.
- Compile welcome packets for incoming Board members including: By-Laws, Board directory, a copy of the last minutes and specific job descriptions as necessary.
- Ensure that the financial systems and records of the organization are current and well maintained;
- Ensure transparency in all financial matters and dealings of the organization;
- Have current financial reports available for every board meeting and as otherwise required;
- Present a new annual budget at the April meeting, to be passed by a quorum vote of the Board;
- The fiscal year shall be from June 1, through May 31, effective June 1, 1980.
Section 1. Executive Committee is composed of Board members as specified in Article II, Sect. 4. In an emergency the Executive Committee, shall have all of the powers of the Board, except the power to amend the Articles of Incorporation, these Bylaws, as well as the power to dissolve Friends of Rosenberg Library, or remove a member of the Board. Meetings may be called by the President or by any two members of the Executive Committee. Three members shall constitute a quorum of the Executive Committee.
Section 2. Special Committees may be created by the President. The Chairperson of special committees must be a member of the Board of Directors, but additional members need not be.
Section 3. Standing Committees may be created by majority vote of the Board of Directors. The Chairperson of any standing committees must be a member of the Board, but additional members need not be.
Section 4. Nominating Committee shall consist of three members appointed by the President at the October meeting. The committee shall be comprised of the immediate Past-President, a member of the Board of Directors, and one member from the General Membership of Friends. The committee shall screen potential candidates to serve as officers on the Executive Committee and present the slate of officers at the Annual & Election meeting in May.
Section 5. All Committee Chairpersons shall prepare a report for each Board meeting, a copy of which shall be provided to the Secretary.
Section 1. All funds shall be deposited to the bank account or depositories of Friends of the Rosenberg Library and shall be disbursed by the Treasurer as authorized by the Board of Directors. The bank and/or depositories shall be located within the State of Texas, and authorized to transact business by the State of Texas, and be federally insured.
Section 2. All checks over the amount of One Thousand Dollars ($1,000.00) shall require the signature of the President or such President’s duly appointed designee and the Treasurer.
Section 3. Funds collected by the Friends of the Rosenberg Library, after payment of operation expenses, shall be used for the purchase of books, furnishings, and any other purposes which the Board of Directors may deem to be in the best interest of the public library service consistent with the Constitution and By-Laws of the association.
Section 4. No member of Friends of the Rosenberg Library shall be liable except for unpaid dues of the current year; and no personal liability shall in any event attach to any member of the Friends of the Rosenberg Library in connection with any of its activities or undertakings. All liabilities of the association shall be limited to its deposited funds.
All contracts shall be executed only as directed by the Board of Directors. The President and the Treasurer shall execute, in the name of Friends of Rosenberg Library, all contracts so authorized by the Board.
The rules contained in Robert’s Rules of Order in its latest revised edition shall govern the association in all cases to which they are applicable, and in which they are not inconsistent with the Constitution and By-Laws.
These By-Laws may be amended by a majority vote of a quorum of the Board of Directors at any regular or special meeting, provided the amendment has been submitted to the Board electronically, at least thirty days prior to such meeting.
I hereby certify that the foregoing By-Laws, as amended, herein, were adopted by the Board of Directors of Friends of Rosenberg Library, on this the _____ day of _______, 2018.
Liz Perdue, President
Helena Aucoin, Vice President
Happy Spiller, Secretary
Gene Hornstein, Treasurer
Trish McDaniel, Past President
John Augelli, Executive Director
Trish McDaniel, Hospitality
Marilyn Royer, Membership
Saralyn Richard, Newsletter
Nita Caskey, Public Relations
Helena Aucoin, Used Book Sale
Trish McDaniel, Volunteer Coordinator
Mary Lou Shuffler