shim shim shim shim shim shim shim shim shim
Friends of the Austin Public Library What Are Friends For? bullet Book Sale shim
Bylaws bullet Membership bullet News shim

BYLAWS OF THE FRIENDS OF THE AUSTIN PUBLIC LIBRARY

ARTICLE I

Members

Any person, family or organization interested in the purpose of the Corporation as stated in the Articles of Incorporation shall become a member by paying annual dues for any of the following categories: Individual, Institutional, Family, or Patron. The various types of membership and the costs thereof shall be determined by a majority vote of the Board of Trustees.

ARTICLE II

Meetings of Members

Section 1.    Time:

An annual meeting of members shall be held at such time as may be determined by the Board of Trustees.

Section 2.    Place:

Meetings shall be held at the registered office of the Corporation, the Central Library, 800 Guadalupe Street, Austin, Texas, unless provision is made in the notice or call of the meeting for a different place.

Section 3.    Special Meetings:

Special meetings of the members may be called by the President, the Board of Trustees, or by written request of at least twenty-five members of the Corporation. A written request shall be submitted to the President at least thirty days prior to the date requested for such meeting.

Section 4.    Notice of Meetings:

Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes of such meeting, shall be delivered by mail not less than seven days before the date of such meeting to each member of the Corporation in good standing. Attendance at a meeting shall be deemed to be a waiver of notice.

Section 5.    Quorum:

Twenty members of the Corporation in good standing shall constitute a quorum. At any members' meeting at which a quorum is present, the majority of the votes present shall be necessary to take action on any matter coming before the meeting, unless the vote of a greater number is required by these bylaws.

Section 6.    Voting:

Each member in good standing at the time of the meeting shall be entitled to one vote on each item of business requiring action at the meeting.

Section 7.    Vote by Mail:

(a) Any action required to be or which may be taken at a meeting of members may be taken without a meeting in the following manner:

(1) A notice in writing setting forth the action proposed to be taken shall be signed by twenty-five members in good standing and delivered to the Secretary of the Corporation.
(2) The Secretary shall mail to all members in good standing a copy of such notice together with a ballot providing for a vote for or against the proposed action or a vote to table the action until the next meeting of the members.

(b) A vote by mail shall be subject to the same requirements as to quorum and majority as are set forth in Article 11, Section 5.

ARTICLE III

Board of Trustees

Section 1    Number:

The Corporation shall be governed by a Board of Trustees (sometimes called the "Board"). The Board shall consist of sixteen (16) Trustees.

Section 2    Composition:

There shall be thirteen (13) voting Trustees: namely, the four officers of the Corporation, eight other Trustees, and the immediate past President of the Corporation. The Director of Libraries, the President of the Austin Public Library Foundation, and the President of the Library Commission shall be nonvoting Trustees. Either the Director of the Libraries or the President of the Commission may designate a person to serve in his or her stead provided that the designee be, in the first place, a member of the Library administrative staff, and, in the second case, a member of the Library Commission.

Section 3   Election:

All voting members shall be elected at the annual meeting to serve for three consecutive one-year terms. Any appointed Trustee shall be elected to serve for the balance of the term to which he or she was appointed.

Section 4   Vacancies:

Vacancies of any Trustee position shall be filled as provided in Article IV, Section 4.

Section 5    Duties:

The Board of Trustees shall be responsible for conducting the affairs of the Corporation as provided in the Articles of Incorporation and these bylaws.

Section 6    Quorum:

A majority of voting Trustees shall constitute a quorum for the transaction of business. However, in no event shall a quorum be less than five (5) voting Trustees. The act of the majority of the Trustees present at a properly called meeting at which a quorum is present shall be the act of the Trustees.

Section 8    Meetings:

Meetings of the Board of Trustees may be called by or at the request of the President or Director of Libraries. Notice of meetings shall be communicated either in writing or orally to each Trustee at least three days prior to said meeting. Attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting.

Section 9    Removal:

If a board member has missed three consecutive board meetings or four meetings within a one-year term, the board may remove that member from the board. Removal of a member by the board shall require 2/3 of all voting members of the board to vote in favor of removal.

ARTICLE IV

Officers

Section 1.    Number:

The officers of the Corporation shall be President, Vice President, Secretary, and Treasurer.

Section 2.   Election and Term of office:

The officers of the Corporation shall be elected by the members of the Corporation at the annual meeting of members and each shall hold office for one year or until his successor shall have been duly elected and qualified; or until his resignation, death or removal as hereinafter provided. No officer shall be eligible for election to the same office for more than three consecutive full terms, with the exception of the Treasurer.

Section 3.    Removal:

Any officer of the Corporation may be removed from office and from the Board of Trustees by the members of the Corporation whenever, in their judgment, the best interests of the Corporation would be served thereby. Such removal shall require a two-thirds majority of members voting and shall require that at least twenty members in good standing vote.

Section 4.    Vacancies:

A vacancy in office or Trustee position, because of death, resignation, removal, disqualification or otherwise, may be filled by a majority vote of the remaining members of the Board of Trustees. Any officer or Trustee elected to fill an unexpired term shall be a member of the Board of Trustees for the unexpired portion of the term to which she or he is succeeding. However, if the President vacates the office, the Vice President shall replace the President and the Trustees shall choose a Vice President. Any appointed Trustee shall stand for election at the first annual meeting.

Section 5.    Duties:

Upon election as an officer of the Corporation, such officer will become a member of the Board of Trustees and will serve on such Board during the time he is an officer of the Corporation. Officers shall carry out their duties under the direction of the Board of Trustees.

Section 6.    Qualifications:

Officers of the Corporation shall be users of the Austin Public Library and shall be members of good standing of the Corporation.

ARTICLE V

Committees

There shall be standing committees as follows: Auditing, Membership, Nominating, and Ways and Means. In addition to the named Standing Committees, either the President or the Board may create other committees whether standing or special. Committee Chairmen shall be appointed by the President.

ARTICLE VI

Funds and Liabilities

Section 1.    Deposits and Withdrawals:

All funds of the Corporation shall be deposited in a local financial institution. Disbursements under $1,000 for incidental expenses may be made at the discretion of the Treasurer. Disbursements of more than $1,000 must have the approval of the Board of Trustees. For this purpose, a telephone poll of the Trustees will suffice. All checks must be co-signed by two of the elected officers of the Corporation.

Section 2.    Limitations:

No officer, Trustee or member shall make any contract or incur any indebtedness in the name of the Corporation without the approval of the Trustees. Neither the Trustees nor any officer shall have authority to incur indebtedness beyond the free assets of the Corporation.

ARTICLE VII

Endowment Fund

Section 1.    Establishment:

There is hereby established an Endowment Fund as an instrument for receiving gifts of funds and other property as defined in the Articles of Incorporation.

Section 2.    Receiving of Gifts:

When receiving gifts, the terms of which carry limitations on their use, the Board of Trustees shall follow policies set by the Library Commission to ensure that it is possible to comply with such limitations within the established program and development plan of the Austin Public Library.

Section 3.    Management:

The general management of the Endowment Fund shall be the responsibility of the Board of Trustees who will place it with a local financial institution.

ARTICLE VIII

Seal

The President shall be authorized to provide a corporate seal, which shall be in a form deemed appropriate by the Trustees.

ARTICLE IX

Amendments of Bylaws

These bylaws may be amended by a vote of two-thirds of the members present at any meeting, provided a quorum is in attendance. Such amendment, before coming to vote at such meeting, shall have been submitted in writing by its proponents to the Trustees and also submitted by the Secretary to the members of the Corporation at the meeting of the members at which said amendment will be acted upon.

The foregoing bylaws were adopted at the annual meeting of the Friends of the Austin Public Library on the 5th day of February, 1969 and amended at annual meetings on the 7th day of May, 1985, the 3rd day of April, 1992, the 27th day of May, 1998 and a special called membership meeting on the 5th day of November, 1999.