**PROPOSED NEW BYLAWS MARCH 2016** Friends of the Library of North Carolina State University. By-Laws. Article 1 Name

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1 **PROPOSED NEW BYLAWS MARCH 2016** Style Definition: Default Paragraph Font **CURRENT FOL CONSTITUTION** Friends of the Library of North Carolina State University By-Laws Constitution... [1] Article 1 Name Formatted: Font:Times, 12 pt The name of this Association shall be the FRIENDS OF THE LIBRARY OF NORTH CAROLINA STATE UNIVERSITY. Article II Mission Purposes The purposes of the organization are:... [2] A) To contribute to the continued improvement of the North Carolina State University Libraries (the Libraries ); B) To encourage understanding of the work of the Libraries, which includes all the collections and libraries of the University s colleges and departments, and to further a realization of the present and future importance of the library to the University s advancement; C) To attract to the Libraries, through gifts and bequests, new resources, including funds, books, manuscripts, technologies, and other appropriate material beyond what the University budget can provide; D) To assist the Libraries in such other endeavors as are appropriate and in the best interests of the University. Article III Membership Membership in the Association shall be open to any person or entity based upon contributions to the Libraries. Membership levels and contribution minimums shall be determined by the Board of Directors in consultation with Director of the Libraries. Article IV Officers and Executive Committee The officers of this Association shall be the President, the Vice-President (President-Elect), the Immediate Past President, the Director of the Libraries ex-officio (voting) who shall be the Secretary-Treasurer, and the Executive Secretary who shall be a permanent officer of the organization appointed by and serving at the pleasure of the Director of the Libraries. The Vice- President shall be elected from among the Board of Directors by a majority vote of members eligible to vote in the spring of years ending in even numbers (i.e., 2018, 2020, and so on). The Vice-President shall automatically succeed to the Presidency at the end of the President s two- North Carolina State University schools North Carolina State University Any person interested in the purpose of this Association may become a member by meeting the requirements for membership as set forth in the By-Laws.... [3] Board of Directors a a /, an a Secretary, Director of the North Carolina State University Libraries, and a ex-officio, the Vice Chancellor for Finance and Business of North Carolina State University. /President-Elect is those present voting at the Annual Meeting.... [4] term.

2 year term with a similar change in role from President to Immediate Past President. The term of office of the President, Vice-President, and Immediate Past President shall be two years each. The President shall preside at all meetings of the Association or its Board of Directors, appoint ad hoc committees, and generally function as executive officer of the Association. In the absence of the President, the Vice President shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time-to-time may be assigned by the President or the Board of Directors. The Immediate Past President shall serve as the chair of the Board Nominating Committee and shall perform such other duties as from time-to-time may be assigned by the President or by the Board of Directors. The Secretary-Treasurer shall maintain the financial records of the Association and will report periodically to the Board of Directors and its Executive Committee on the state of the Libraries. The Executive Secretary shall keep the minutes and associated records of the Association and will maintain an archive of its activities as a permanent record. The Executive Secretary shall also be in charge of the principal office of the Association and its personnel; shall conduct the Association s administrative affairs; shall be responsible for the execution of all orders of the Board of Directors; shall receive and be responsible for and give receipts for moneys received, due, and payable to the Association from any source whatsoever and deposit all such moneys in the name of the Association in such depositories as required by the University and North Carolina State University Foundations; shall see that all meeting notices are duly given; and shall perform such other duties as may be assigned by the President in consultation with the Director of the Libraries. There shall be an Executive Committee of the Board of Directors comprised of the above-named officers that shall have and may exercise all the powers of the Board of Directors between meetings of the Board. The actions of the Executive Committee shall be subject to subsequent ratification by the Board of Directors. Meetings of the Executive Committee shall be called by the President as needed. Article V Board of Directors There shall be a Board of Directors that shall consist of the above-named Officers and no less than 12 and no more than 24 members elected on an alternating basis by a majority vote of members eligible to vote in the spring of each year. At least four Board members shall be elected each year. The term of office for each Board member shall be three years, with eligibility for reelection to subsequent three-year terms. This Board of Directors shall manage the affairs of the Association. Officers and members of the Board of Directors shall be nominated for election by the Board Nominating Committee, which shall meet by March 1 of each year to discuss nominees. The, or in the event of the President s inability or refusal to act serve as the chair of any committees relating to membership and shall Development (formerly ) There shall be a board of Directors that shall consist of the above-named officers, the Vice Chancellor of University Advancement ex-officio, the Friends of the Library s Author-in-Residence ex-officio, and no less than 16 and no more than 32 members elected by a majority of those present and voting at the Annual Meeting. This Board shall manage the affairs of the Association in the interval between Annual Meetings.... [5] Moved down [1]: The actions of the Executive Committee shall be subject to subsequent ratification by the Board of Directors. President, Vice President, Immediate Past President, and the Board committee chairs shall be members the.... [6] Association, appointed by the director of as secretary of the Board in consultation with the Executive Committee, who shall serve at the pleasure of the Director of Libraries. serve as Director but shall not be a member the Board of Directors.... [7] prepare an annual budget and carry out the activities provided for in the budget as adopted by the Director of Libraries; shall in accordance with these By-Laws or as required by law; shall keep a register of the post office address of each member, which shall be furnished to the Executive Secretary by such member; shall keep all minutes and issue minutes and reports as required by the Board of Directors Director of Libraries Board Directors Moved (insertion) [1] Funds All funds received by the Association shall be deposited by the Treasurer in the Trust Fund, endowments, and other funds of North Carolina State University Foundations. Such funds shall be kept separately and disbursed by the North Carolina State University on the order of the Director of the North Carolina State University Libraries, as approved by the Board of Directors.... [8]

3 Board Nominating Committee shall be chaired by the Immediate Past President and, in addition to that officer, shall consist of the President, Vice-President, Director of the Libraries, and Executive Secretary. All Board nominees must be dedicated to the purposes of the Association. Neither the Board of Directors nor the Officers thereof, except the Secretary-Treasurer in their capacity as Director of Libraries, shall have authority to borrow money or to incur an indebtedness or liability in the name of, or on behalf of, the Association or the Libraries. Article VI Meetings The Board of Directors shall meet at least twice per year to hear reports on the state of the Libraries and to conduct other necessary business. Additional meetings of the Board of Directors may be held at the discretion of the President in consultation with the Director of the Libraries. A quorum of the Board of Directors shall consist of twenty-five (25) percent of the serving Board members. Full meetings of the Association membership may be held from time-to-time as necessitated or desired by a majority vote of the Board of Directors. The Board of Directors vote notwithstanding, a full meeting of the Association may be called upon the presentation to the Executive Secretary of a petition with signatures representing ten (10) percent of the Association membership. Notice of all meetings shall be provided by the Executive Secretary at least one week in advance. Said notice shall state the purpose and location of the meeting. Article VII Voting and Elections As the Association grows and evolves, decisions or votes may arise that require a vote of the Association or the Board of Directors at times when a meeting is not necessary or desirable. When appropriate, and at the discretion of the Board of Directors, such decisions may be presented by electronic and/or mail-in paper ballot along with a stated voting deadline, and shall require a majority of the members casting a vote. Article VIII Committees In addition to the Executive Committee and the Board Nominating Committee, the President may appoint such other ad hoc committees as may be desirable in carrying out the purposes of this Association. Ad hoc committees may become standing committees by a simple majority vote of the Board of Directors if the function of an ad hoc committee is deemed important to the long-term goals of the Association. All committees must submit a written report of activities to the Executive Committee one week prior to a Board of Directors meeting. Article IX Amendments Amendments The Constitution may be amended at the Annual Meeting of the Association by a two-thirds vote of the members present and voting upon recommendation of the Board of Directors.... [9] Friends of the Library shall meet in the spring of each year for the election of officers and the transaction of other business. This shall be considered the Annual Meeting.... [10] this at any time by the Board of Directors and shall be called by it upon the written request of ten members specifying the object of such meeting. A notice of each special meeting, stating objects for which it was called, shall be mailed by to each member at least ten days in advance.... [11].... [12] II Officers Formatted: Font:EngraversGothic BT Regular... [13] to election. The term of officers so elected... [14] duties exercised by the officers of a... [15] nor the officers shall have any authority to... [16] indebtedness or liability the name of, or on behalf of, the... [17] of this Association, and no contract shall be... [18] Formatted: Font:12 pt Section 3 A financial statement of the... [19] III Membership... [20] A V Development (formerly ) shall be appointed by the President.... [21] annual nomination and election of officers.... [22] purposes of this Association.... [23] Formatted: Heading 3 Formatted: Indent: First line: 0"

4 The By-Laws may be amended upon recommendation of the Board of Directors, or at a full meeting of the Association membership by a majority vote of the members voting. Adopted 6 April 1972 Amended 20 April 1978 Reformatted 9 June 1993 Amended 30 March 1994 Amended 27 September 2002 Amended 30 March 2006 Amended 31 March 2017 These any present and Formatted: Font:12 pt

5 Page 1: [1] Deleted Microsoft Office User 3/31/17 7:47:00 AM Constitution Page 1: [2] Deleted Microsoft Office User 3/31/17 7:47:00 AM The purposes of the organization are: Page 1: [3] Deleted Microsoft Office User 3/31/17 7:47:00 AM Any person interested in the purpose of this Association may become a member by meeting the requirements for membership as set forth in the By-Laws. Page 1: [4] Deleted Microsoft Office User 3/31/17 7:47:00 AM voting at the Annual Meeting. Page 2: [5] Deleted Microsoft Office User 3/31/17 7:47:00 AM There shall be a board of Directors that shall consist of the above-named officers, the Vice Chancellor of University Advancement ex-officio, the Friends of the Library s Author-in- Residence ex-officio, and no less than 16 and no more than 32 members elected by a majority of those present and voting at the Annual Meeting. This Board shall manage the affairs of the Association in the interval between Annual Meetings. There shall be an Executive Committee of the Board of Directors that shall have and may exercise all the powers of the Board of Directors between meetings of the Board. The Executive Committee shall serve as a finance committee for the Board of Directors. Page 2: [6] Deleted Microsoft Office User 3/31/17 7:47:00 AM. There shall be an Executive Secretary Page 2: [7] Deleted Microsoft Office User 3/31/17 7:47:00 AM the Board of Directors. Page 2: [8] Deleted Microsoft Office User 3/31/17 7:47:00 AM All funds received by the Association shall be deposited by the Treasurer in the Trust Fund, endowments, and other funds of North Carolina State University Foundations. Such funds shall be kept separately and disbursed by the North Carolina State University on the order of the Director of the North Carolina State University Libraries, as approved by the Board of Directors. Page 3: [9] Deleted Microsoft Office User 3/31/17 7:47:00 AM The Constitution may be amended at the Annual Meeting of the Association by a two-thirds vote of the members present and voting upon recommendation of the Board of Directors.

6 By-Laws Article 1 Meetings Section 1 Page 3: [10] Deleted Microsoft Office User 3/31/17 7:47:00 AM Friends of the Library shall meet in the spring of each year for the election of officers and the transaction of other business. This shall be considered the Annual Meeting. Section 2 A special Page 3: [11] Deleted Microsoft Office User 3/31/17 7:47:00 AM to each member at least ten days in advance. Section 3 25 members shall constitute a quorum at any meeting Page 3: [12] Deleted Microsoft Office User 3/31/17 7:47:00 AM Page 3: [13] Deleted Microsoft Office User 3/31/17 7:47:00 AM Section 1 The election of officers at the Annual Meeting shall be by ballot or by voice vote. A majority of those present and voting in each instance shall be Page 3: [14] Deleted Microsoft Office User 3/31/17 7:47:00 AM to election. The term of officers so elected is one year and shall parallel the fiscal year of the Association following the Annual Meeting at which elected. Section 2 The officers shall have the usual powers Page 3: [15] Deleted Microsoft Office User 3/31/17 7:47:00 AM duties exercised by the officers of a voluntary association. Neither Page 3: [16] Deleted Microsoft Office User 3/31/17 7:47:00 AM nor the officers shall have any authority to borrow money or to incur Page 3: [17] Deleted Microsoft Office User 3/31/17 7:47:00 AM the name of, or on behalf of, the Association. No member of the Board of Directors and no officers of the Association shall act as, or be deemed to be, an agent of Page 3: [18] Deleted Microsoft Office User 3/31/17 7:47:00 AM of this Association, and no contract shall be entered into, and no obligation shall be incurred, beyond the amount of money on hand or in the bank after deducting there from, or providing for, the total of all unpaid accounts and unpaid obligations and liabilities Page 3: [19] Deleted Microsoft Office User 3/31/17 7:47:00 AM

7 Section 3 Section 4 Section 5 Section 6 A financial statement of the Association shall be rendered by the Treasurer or his representative at each meeting. The President may call one or more meetings of the Board of Directors during the year for the transaction of business of the Association. Any vacancy in an office shall be filled for the remainder of the term through appointment by the President. Directors shall be elected for terms of three years. Page 3: [20] Deleted Microsoft Office User 3/31/17 7:47:00 AM III Membership Membership in the organization shall be granted upon the contribution of books or money to the North Carolina State University Libraries. Classes of membership based on amounts of contributions shall be determined by the Board of Directors. Article IV Page 3: [21] Deleted Microsoft Office User 3/31/17 7:47:00 AM shall be appointed by the President. The committee shall be composed of three members (one to be the Immediate Past President shall serve as chair) and shall be in charge of Page 3: [22] Deleted Microsoft Office User 3/31/17 7:47:00 AM annual nomination and election of officers. The Page 3: [23] Deleted Microsoft Office User 3/31/17 7:47:00 AM purposes of this Association.