Friends ByLaws & Mission
These Bylaws (referred to as the “Bylaws”) govern the affairs of FRIENDS OF THE HOUSTON PUBLIC LIBRARY, a non-profit corporation (referred to as the “Corporation”) organized under the Texas Non-Profit Corporation Act (referred to as “the Act”).
The Corporation shall comply with the requirements of the Act and maintain a registered office and registered agent in Texas. The registered office may, but need not, be identical with the Corporation’s principal office in Texas. The Board of Directors may change the registered office and the registered agent as provided in the Act.
ARTICLE ONE PURPOSES
The primary purpose of the Corporation as stated in the Articles of Incorporation is to foster among the general public, as well as its members, a wider recognition, use, and support of the Houston Public Library (“Library”). The Corporation shall engage in such fund raising, programs, and other activities as may promote these purposes. Principal among these shall be an annual sale of books discarded by the various Library branches plus other donated books and materials.
All funds raised to accomplish its purposes shall be used exclusively in the public interest for charitable, literary, and educational programs, as decided upon by the Board of Directors, always within the meaning of Section 501 c (3) of the Internal Revenue Code of 1986. Expenditure of such funds must also conform to the applicable laws of the State of Texas for nonprofit entities.
MEMBERSHIP AND VOTING RIGHTS
The Corporation shall be comprised of a Board of Directors, Ex Officio Directors and general members. Ex Officio Directors and general members shall not have voting rights.
Ex Officio Directors shall include the immediate past Chairman of the Corporation, and the Director of the Library or his/her designee, and any other person so designated by the Board of Directors. The term of an Ex Officio Director shall be at the pleasure of the Board of Directors.
Any individual or organization interested in the goals of the Corporation may become a member upon payment of annual dues. Membership is renewable on the member’s anniversary date.
There shall be eight levels of membership: Student; Individual; Senior Family; Family; Patron; Public/Private School; Benefactor; and Sustaining. Dues and guidelines for each level of membership shall be set out in the Application for Membership.
ARTICLE THREE MEETINGS
3.1 Annual Meeting
n annual meeting of the Members shall be held in May or June of each year for the purpose of recognitions and review of the years’ activities, and for the transaction of such other business as may come before the meeting.
3.2 Special Meetings
Special meetings of the Members may be called by the President of the Board of Directors.
3.3 Notice of Meetings
Written notice stating the place, day, and hour of any meeting of members shall be delivered, either personally or by regular or electronic mail (“e-mail”), or by facsimile (“fax”) transmission, to each member entitled to vote at such a meeting by or at the direction of the President of the Board of Directors or the officers or persons calling the meeting.
ARTICLE FOUR BOARD OF DIRECTORS
4.1 Management of the Corporation
The affairs of the Corporation shall be managed by the Board of Directors. Each director shall be entitled to one vote on each matter submitted for a vote.
4.2 Number, Qualifications, Tenure of Directors
The number of Directors shall be determined by the Board of Directors and shall not be less than five (5) and not greater than fifteen (15) Directors. Each director shall serve for a term of two years. Directors’ terms will be staggered.
4.3 Obligations of Service of Directors
A Director shall be obliged to (1) be a member of the Friends of the Houston Public Library; (2) attend at least one function per year at Central or any Branch library; (3) serve on at least one committee and spend a minimum of 30 hours per year on Friends’ activities; and (4) participate in a book sale each year.
4.4 Election of President of the Board of Directors
The President shall be elected by the vote of the Board of Directors. The President shall hold office for a term of two years.
4.5 Regular Meetings
The Board of Directors may provide for regular meetings by resolution stating the time and place of such meetings. No notice of regular meetings of the Board is required other than a resolution of the Board of Directors stating the time and place of the meetings.
Directors, if unable to attend a meeting, shall have the right to assign by proxy one vote for each item on the agenda. Each proxy assigned shall expire at the conclusion of the meeting for which it was designated. A director who is present at a meeting and abstains from a vote is considered to be present and voting for the purpose of determining the decision of the Board of Directors. For the purpose of determining the decision of the Board of Directors, a director who is represented by proxy in a vote is considered present. Participation of a person in a conference-call meeting constitutes presence of that person at the meeting.
4.5 Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any five (5) directors. The person or persons calling a special meeting shall notify the Secretary of the information required to be included in the notice of the meeting. The Secretary shall give notice to the directors as required in the Bylaws.
A simple majority of the number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The directors present at a duly called or held meeting at which a quorum is present may continue to transact business even if enough directors leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the number of directors required to constitute a quorum.
4.7 Removal of Directors
The Board of Directors may vote to remove a director at any time, but only for good cause. Good cause for removal of a director shall include the unexcused failure to attend three (3) meetings of the Board of Directors. The issue of possible removal of a director will be clearly stated on the agenda. The director shall have the right to present evidence at the meeting as to why he or she should not be removed. A director may be removed by the affirmative vote of a majority of the Board of Directors present and participating in the meeting.
ARTICLE FIVE OFFICERS
5.1 Officer Positions
The officers of the Corporation shall be a Chairman of the Board, President, Vice President, Treasurer, and Secretary.
The Board of Directors may create additional officer positions, define the authority and duties of each such position, and elect or appoint persons to fill the positions.
The officers of the Corporation shall be elected prior to the first meeting of the fiscal year. Each officer shall hold office until a successor is duly selected and qualified. An officer may be elected to succeed himself or herself in the same office.
The principal duties of the officers are as follows:
Chairman of the Board. The immediate past President of the Friends shall serve as the Chairman. He/She shall maintain a familiarity with all matters assigned by the President and shall actively confer with the President on such matters so that the Chairman’s views and advice will be readily available.
President. The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall have general supervision of the administration of the business of the corporation. The President shall (1) see that all orders and resolutions of the Board are carried into effect; (2) shall sign and execute all legal documents in the name of the Corporation, when and as authorized so to do by the Board; and (3) shall perform such other duties as may be assigned from time to time by the Board. The President shall also have the power to appoint or remove employees and committee members.
The President shall submit to the Board plans and suggestions for future work of the Corporation for its consideration. He/She shall also submit a report on activities and business affairs at each Annual Meeting of the Members, and at other times when called upon to do so by the Board.
Vice President. The Vice President shall be able to assume the duties of the President should the President be unavailable. Any action that could be performed by the President may also be performed by the Vice President in the absence of the President.
Treasurer. The Treasurer shall have custody and keep account of all monies, credits, and property of the Corporation. The books thus kept shall be available at all times to the Board, or any Director for inspection. No bond shall be required, unless required by the Board. The Treasurer shall deposit incoming funds in such banks or depositories as the Board shall designate. Furthermore, under the direction of the Board, the Treasurer shall sign checks and other instruments drawn on or payable out of the funds of the corporation. Expenditures greater than $3,000.00 must be preceded by communication with other members of the Board. Should the Treasurer be unable to perform his duties, for whatever reason, the Board shall appoint an Assistant Treasurer to assume his/her duties during the absence.
The Treasurer shall also submit a report of the accounts and financial condition of the Friends at each Annual Meeting. Additionally, the Treasurer shall p erform any and all other duties incident to the office of Treasurer.
Secretary. The Secretary shall have charge of the records of the Corporations meetings, whether regular or ad hoc, and shall be the custodian of its seal. The Secretary shall also give notice of and attend all meetings of the Board of Directors, take and keep true minutes of all Board meetings, and discharge such other duties as shall be assigned by the Board President. Additionally, the Secretary shall p erform any and all other duties incident to the office of Secretary. Should the Secretary be unable to attend a Board meeting, the Board of Directors may appoint an Assistant Secretary to assume these duties.
ARTICLE SIX COMMITTEES
6.1 Establishment of Committees
The Board of Directors may adopt a resolution establishing one or more committees delegating specified authority to a committee. The President shall appoint or remove members of a committee. A committee shall include two or more directors and may include persons who are Ex Officio Directors or general members. If the Board of Directors delegates any of its authority to a committee, the majority of the committee shall consist of directors. The Board of Directors may establish qualifications for membership on a committee. The Board of Directors may delegate to the Chairperson its power to appoint and remove members of a committee that has not delegated any authority of the Board of Directors. The establishment of a committee or the delegation of authority to it shall not relieve the Board of Directors, or any individual director, of any responsibility imposed by the Bylaws or otherwise imposed by law.
6.2 Limitation on Authority of Committees
No committee shall have the authority of the Board of Directors to take any action outside the scope of authority delegated to it by the Board of Directors.
6.3 Standing Committees
Executive Committee. This Committee shall be composed of the officers of the Board and/or such Library personnel as the Committee deems appropriate. Annually, the Executive Committee shall prepare, present, and implement a budget. In addition, the Executive Committee shall appoint a Nominating Committee.
Nominating Committee. The Nominating Committee shall be appointed by the Executive Committee. It shall consist of three Directors whose terms are not expiring. Directors with expiring terms may resubmit their candidacy to the Committee for consideration, understanding that the Committee may consider the nomination of additional candidates as well.
Book Sale Committee. This Committee shall be chaired as appointed by the President and shall include the warehouse manager. This chairperson will forward nominations of membership to the President who will appoint all members.
Annual Meeting Committee. This Committee shall be appointed by the President to plan and carry out the Annual Meeting of the Friends of the Houston Public Library.
ARTICLE SEVEN TRANSACTIONS OF THE CORPORATION
The Board of Directors may authorize any officer or agent of the Corporation to enter into a contract or execute and deliver any instrument in the name of and on behalf of the Corporation. This authority may be limited to a specific contract or instrument or it may extend to any number and type of possible contracts and instruments.
All funds of the Corporation shall be deposited to the credit of the Corporation in banks, trust companies, member company or other depositories that the Board of Directors selects.
Any member, director, officer, or committee member of the Corporation may inspect all books and records of the Corporation required to be kept by the Bylaws.
The financial records of the Corporation shall be submitted annually to an independent auditor for a full review.
ARTICLE EIGHT FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of July and end on the last day in June in each year.
ARTICLE nine INDEMNIFICATION
The Corporation shall indemnify a director, officer, committee member, employee, or agent of the Corporation who was, is, or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Corporation. However, the Corporation shall indemnify a person only if he or she acted in good faith and reasonably believed that the conduct was in the Corporation’s best interests. In a case of a criminal proceeding, the person may be indemnified only if he or she had no reasonable cause to believe that the conduct was unlawful. The Corporation shall not indemnify a person who is found liable to the Corporation or is found liable to another on the basis of improperly receiving a personal benefit.
In addition to the situations otherwise described in this paragraph, the Corporation may indemnify a member, director, officer, committee member, employee, or agent of the Corporation to the extent permitted by law. However, the Corporation shall not indemnify any person in any situation in which indemnification is prohibited by the above paragraphs.
ARTICLE TEN NOTICES
Any notice required or permitted by the Bylaws to be given to a director, officer, or member of a committee of the Corporation may be given by mail, electronic mail, or facsimile. If mailed, a notice shall be deemed to be delivered when deposited in the United States mail addressed to the person at his or her address as it appears on the records of the Corporation, with postage thereon prepaid; or, in the case of electronic mail (“e-mail”), at the time the e-mail is sent to the person’s e-mail address as it appears on the records of the corporation; or, in the case of a facsimile (“fax”) transmission, at the time the fax is shown to have been successfully transmitted. A person may change his or her physical or electronic address, or his or her fax number, by giving written notice to the Secretary of the Corporation.
ARTICLE ELEVEN AMENDMENTS TO BYLAWS
The Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by the Board of Directors. The notice of any meeting at which the Bylaws are altered, amended, or repealed, or at which new Bylaws are adopted shall include a fair summary of those provisions and the proposed action and/ or language recommended.
ARTICLE TWELVE MISCELLANEOUS PROVISIONS
Wherever the context requires, all words in the Bylaws in the male gender shall be deemed to include the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular.
The Board of Directors may provide for a corporate seal. The design of such a seal shall be determined by the Board of Directors.
The Corporation shall be affiliated with the Friends of the Texas Libraries, Friends of the Library USA, and any others that the Board of Directors may decide.
12.4 Parties Bound
The Bylaws shall be binding upon and inure to the benefit of the members, directors, officers, committee members, employees, and agents of the Corporation and their respective heirs, executors, administrators, legal representatives, successors, and assigns except as otherwise provided in the Bylaws.