BY-LAWS OF THE RIVER FALLS LIBRARY
FOUNDATION, Inc.
MEMBERSHIP:
Qualifications and Conditions
Any natural person, corporation, association, or
organization shall be eligible for membership in the Foundation. An
applicant shall be admitted to membership on payment of membership dues as
determined from time to time by the Board of Directors. Honorary lifetime
membership shall be conferred by action of the Board of Directors.
Memberships shall not be transferable but may be
surrendered.
Classification of Members
Membership shall consist of two types as follows: Annual
and Honorary. All members shall be entitled to vote. No person may hold
more than one type of membership.
The Board of Directors shall have the authority to set
forth the requirements for each type of membership.
General Voting Rights
An Annual Meeting of the membership of the Foundation
shall be called in September of each year, specifically to elect a
requisite number of Directors and to hear a report of the affairs of the
Foundation.
At any regular or special meeting of the members of the
Foundation, each voting member in good standing shall be entitled to one
vote on any question or issue voted on by the membership, except that in
the election of Directors each such member shall have as many votes as
there are directorships to be filled at the election.
Except as otherwise provided by law, or these By-Laws,
all matters voted on by the members at any meeting shall be decided by
vote of the majority of the members present, provided however that in any
election of Directors, the number of directorships to be filled shall be
filled by those candidates who receive the highest number of votes cast,
without regard to the presence or absence of an absolute majority in any
case.
Power and Rights of Members
Members in good standing shall have the power:
1. To elect the Directors of the Foundation at the
Annual Meeting of members.
2. To remove from office any Director or Officer for
good and sufficient cause, at a regular or special meeting.
3. To hear, consider, and approve or disapprove reports
of the Board of Directors, Officers, and Committees of the Foundation.
4. To hear and act as final arbiter in any dispute
between or concerning the Directors, the Officers, or individual members.
5. To amend these By-Laws by majority of all the voting
members in good standing; and to waive or suspend any By-Laws by
resolution adopted by a two-thirds majority of the whole active
membership.
Members may adopt resolutions for the guidance and
direction of the Foundation at any Annual or special meeting, and such
resolutions shall be binding on the Board of Directors and continue in
effect until the next Annual Meeting of members.
Each voting member shall have the right at reasonable
times to inspect the books of accounts and membership records of the
Foundation, on written request to the Secretary.
Termination or Suspension of Membership
Membership in the Foundation, and all rights incident
thereto, shall be terminated by one of the following:
1. Written resignation of the member submitted to the
Secretary.
2. Failure to pay the required dues.
3. The death of a member.
4. The expulsion, following a hearing before the Board
of Directors, of a member for a willful violation of or failure to comply
with the Articles of Incorporation, By-Laws, or the duly promulgated rules
and regulations of the Foundation.
DIRECTORS:
Directors -- Term of Office
Original and Successor Directors
Those persons named in the Articles of Incorporation as
Directors shall hold office and comprise the Board of Directors until the
first meeting of members, at which meeting an election of seven Directors
shall be held and the successors to the original Directors chosen by the
members. The Directors so elected shall serve until the next Annual
Meeting of members and until their respective successors are elected and
have qualified.
No person may be a Director who is not a member of the
Foundation.
Directors -- Term of Office
Staggered Terms
The Directors shall hold office for a term of two years,
with half the number elected in alternate years. Directors shall hold
office until their successors have been elected and have qualified.
Resignation of Director or Officer
Any Director or other Officer may resign at any time.
Such resignation shall be made in writing, shall be submitted to the
Secretary, and shall take effect at such time as is specified in the
instrument. Acceptance of the resignation shall not be required to make it
effective.
Appointment of Officers
The Board of Directors shall appoint the Officers of the
Foundation at the Annual Meeting of the Board for the ensuing year.
In case of the temporary absence of any Foundation
Officer or the inability for any reason to perform the duties of the
office for longer than thirty (30) days, the Board shall delegate the
powers and duties of such Officer to another Officer or Director or Member
in good standing of the Foundation during the period of the absence or
disability.
The Board of Directors shall exercise general
supervision and control over the corporate Officers and shall require such
information and reports from the Officers, both formal and informal, as
may in the judgment of the Board be necessary or advisable. The Board may
require the attendance of any Officer at any Board meeting. The President,
Secretary, and Treasurer of the Foundation shall customarily attend each
Board meeting.
No person may be an Officer who is not a member of the
Board of Directors.
Removal of Director by Members
Any Director may be removed from the Board of Directors
by affirmative vote of a majority of the members with voting power. Such
action may be taken at any regular meeting or any special meeting at which
due notice of the proposed removal shall have been duly given to the
members with or as a part of the notice of the meeting.
Such removal may be accomplished with or without cause,
but the Director involved shall be given an opportunity to be present and
to be heard at the meeting at which the removal is considered.
Officers -- Filling Vacancies
When any Foundation office shall become vacant by reason
of the death, resignation, incapacity, or removal of the incumbent, or for
any other cause, the Board of Directors, by majority vote of the whole
Board, shall appoint a successor who shall hold office for the unexpired
portion of the term of his/her predecessor.
Board of Directors -- Filling Vacancies
A vacancy in the Board of Directors may be filled by a
majority vote of the remaining Directors, even though less than a quorum
is present, or by a sole remaining Director. Each Director, so elected,
shall hold office until his/her successor is elected at an Annual,
regular, or special meeting of the members.
Board of Directors -- General Powers and Duties
Subject to the limitation contained in the Articles of
Incorporation and to the provisions of the law requiring corporate action
to be exercised, authorized, or approved by the members of the Foundation,
and except as otherwise expressly provided in these By-Laws, all the
lawful powers of the Foundation shall be vested in and exercised by or
under the authority of the Board of Directors, and the affairs of the
Foundation shall be conducted and controlled by such Board. The foregoing
general grant of power to the Board of Directors shall not be deemed to be
curtailed or restricted by other provisions of these By-Laws that declare
or impose the duty of the Board of Directors in any specific matter.
Board of Directors -- Delegation of Authority
The Board of Directors may delegate, to the extent that
it considers necessary, any portion of its authority to manage, control,
and conduct the current business of the Foundation, to any standing or
special committee of the Foundation or to any Officer or agent thereof.
Notwithstanding any delegation of authority that the Board may make
hereunder, it shall exercise general supervision over the Officers and
agents of the Foundation and shall be responsible to the members for the
proper performance of their respective duties.
Board of Directors -- Acquisition and Encumbering of
Property
The Board of Directors shall have the power to acquire
by gift, or any lawful manner, any property, both real and personal,
rights, or privileges that the Foundation may lawfully acquire, on such
terms and conditions as the Board shall deem proper and which comply with
the stated purposes of the Foundation.
Board of Directors -- Determination of Duties and
Salaries of Foundation Officers
The Board of Directors shall have full authority,
subject to other provisions of these By-Laws, to prescribe and assign the
duties of all Officers of this Foundation, and to determine the
entitlements, if any, of such Officers. No person shall be entitled to any
compensation for any service performed or allegedly performed unless such
salary, expense, or other compensation shall have been previously approved
by the Board of Directors and is in the conformity with the expressed
Foundation purpose.
OFFICERS:
Officers -- Powers and Duties of President
The President of the Foundation shall be the
Foundation's principal executive Officer and shall exercise general
supervision and control over all business and affairs of the Foundation.
Officers -- Powers and Duties of Vice President
The Vice President shall exercise the powers and perform
the functions that are from time to time assigned by the President or the
Board of Directors. The Vice President shall have the powers and shall
exercise the duties of the President whenever the President, by reason of
illness or other disability, or absence, is unable to act, and at other
times when specifically so directed by the Board of Directors.
Officers -- Powers and Duties of Secretary
The Secretary of the Foundation shall be the custodian
of and shall maintain the Foundation's books and records and shall be the
recorder of the Foundation's formal actions and transactions. The
Secretary shall also be responsible that an accurate and up-to-date list
of memberships is maintained for the Foundation.
Officers -- Powers and Duties of Treasurer
The Treasurer of the Foundation shall be its chief
fiscal Officer and the custodian of its funds, security, and property. The
Treasurer shall have the following specific powers and duties:
1. To keep and maintain, open to inspection by any
member at all reasonable times, adequate and correct accounts of the
properties and business transactions of the Foundation, which shall
include all matters required by law and which shall be in form as required
by law.
2. To have the care and custody of the funds and
valuables of the Foundation and deposit the same in the name and to the
credit of the Foundation with such depositories as the Board of Directors
may designate.
3. To maintain accurate lists and descriptions of all
assets of the Foundation.
4. To see to the proper drafting of all checks, drafts,
notes, and orders for the payment of money as required to the business of
the Foundation, and to sign all such instruments with the President.
5. To disburse the funds of the Foundation for proper
expenses as may be ordered by the Board of Directors, and to take proper
vouchers for such disbursements.
6. To render to the President and Secretary or to the
Board of Directors, whenever they may require it, an account of all
his/her transactions as Treasurer.
7. No disbursement shall be made, however, which is not
in conformity with the purposes of the Foundation as stated in its
Articles of Incorporation.
Librarian as Advisory Member of Board of Directors
In addition to the elected Board of Directors as
provided for in these By-Laws, the Chief Librarian of the River Falls
Library system shall also be a member of the Board of Directors, acting in
an advisory and consulting capacity, but without voting powers. Nothing
herein, however, shall be construed as barring the Librarian from being
elected as a voting member of the Board of Directors should the membership
wish to do so.
MEETINGS:
Regular Meetings
Immediately following the adjournment of and at the same
place as, the Annual Meeting of the members, the regular Annual Meeting of
the Board of Directors shall be held. At such meeting the Board of
Directors, including Directors newly elected, shall organize itself for
the coming year, shall elect the Officers of the Foundation for the year,
and shall transact such further business as many be necessary or
appropriate.
The Board shall further hold regular meetings, at such
date and times as may be set by the Board. At such regular meetings the
Board shall transact all business properly brought before the Board.
These meetings of the Board of Directors shall be held
at the principal office of the Foundation or such other place within the
State of Wisconsin as the Directors may unanimously agree on.
The order of business at any meeting of the Board of
Directors shall be as determined by the Board.
Special Meetings
Special meetings of the Board of Directors may be held
from time to time, in addition to the regular meetings scheduled in these
By-Laws, on notice and call as herein provided. A special meeting may be
called by the President, Vice President, or not less than two of the duly
elected, qualified, and acting Directors.
Any special meetings shall be held at the principal
office of the Foundation or at such place as shall be designated from time
to time by formal resolution duly adopted by the Board of Directors or at
such place as shall be consented to in writing by all members of the
Board.
Special Meetings -- Conference by Telephone
Special meetings of the Board of Directors may be held
by means of telephone conferences or equipment of similar communications
by means of which all Directors participating in the meeting can hear each
other. Participating in the meeting by telephone or similar communications
equipment shall constitute presence in person at the special meeting,
except where a Director participates in a meeting for the sole purpose of
objecting to the transaction of any business on the ground that the
special meeting is not lawfully convened or called.
Notices
Notice of any special meeting of the Board of Directors
shall be given in writing by personal service on each Director or by
mailing to the Director's address registered with the Foundation, by first
class mail, at least twenty-four (24) days before the date of the meeting,
if applicable: the date and hour of the meeting; the place of the meeting,
except that if no place is designated then the meeting shall be held at
the principal office of the Foundation; and the business to be brought
before the meeting. No business other than that so specified shall be
transacted at any special meeting except by unanimous consent of all the
Directors of the Foundation.
Waivers and Consents
Special meetings of the Board of Directors may be called
informally by the Officer or Officers authorized to call such meetings by
telephone or like method, and if all Directors of the Foundation meet at
the time and place specified and execute written consents to the holding
of the meeting and waivers of all notice requirements in regard thereto,
then such meeting may be held with like effect as if formal written notice
of the same had been given, and any Foundation business may lawfully be
transacted at such meeting to which the Directors consent.
Indemnification of Directors and Officers
Each Director and Officer of the Foundation now or
hereafter serving as such, shall be indemnified by the Foundation against
any and all claims and liabilities to which he/she has or shall become
subject by reason of serving or having served as such Director or Officer,
or omitted, or neglected by him/her as such Director or Officer; and the
Foundation shall reimburse each person for all legal expenses reasonably
incurred in connection with such claim or liability, provided, however,
that no such person shall be indemnified against, or be reimbursed for any
expense incurred in connection with, any claim or liability arising out of
the willful misconduct or gross negligence of any Director or Officer.
The amount paid to any Officer or Director by way of
indemnification shall not exceed his/her actual, reasonable, and necessary
expenses incurred in connection with the matter involved.
Annual Report -- Presentation to Members
The Board of Directors shall present at each Annual
Meeting, and when called for by vote of the members, at any special
meeting of the members, a full, true, and clear report on the business of
the Foundation for the period reported on, and its condition as of the
date of the report. Each such report shall disclose in detail the
financial condition of the Foundation and the income and expenses of the
Foundation for the period of the report.
ADOPTION AND AMENDMENT OF BY-LAWS:
Amendment of By-Laws -- By Members
Any of these By-Laws may be amended, rescinded,
repealed, or altered, or additional By-Laws may be adopted, by affirmative
vote of a majority of the members.
Amendment of By-Laws -- By Directors With Approval of
Members
The Board of Directors, at any regular or special
meeting, is authorized and shall have the power and authority to make,
amend, supplement, or repeal By-Laws of this Foundation, or to adopt new
By-Laws, by affirmative vote of the majority of all the members of the
Board; provided, however, that any such amendments or additions shall be
submitted to the members at their next regular meeting for approval or
disapproval, and any amendment or addition that is not approved shall
thenceforth cease to be of any force or effect.
Amendment of By-Laws -- Restrictions
No amendment of these By-Laws may be made which would
conflict in any way with the stated purposes of the Foundation as set
forth in the Articles of Incorporation.
Invalidity of Actions
Any action of the Board of Directors, Officers, or of
the membership at any Annual or special meeting which conflicts with the
stated purposes of the Foundation as set forth in the Articles of
Incorporation shall be void ab initio.
Certificate of Adoption of By-Laws By Directors
We, the undersigned, being all of the members of the
Board of Directors of River Falls Library Foundation, Inc., do hereby
certify that the foregoing By-Laws were unanimously adopted at a meeting
of the members of the Foundation.
By-Laws -- Adopted and Approval Clauses
Passed and adopted by unanimous vote as the By-Laws of
River Falls Library Foundation, Inc., at the meeting of the Board of
Directors of the Foundation on May 15, 1989.
Witness my hand and the Seal of the Foundation this 15th
day of May, 1989.
_________________________________
Helen Schmidt
(Corporate Seal)
Approved and ratified by unanimous vote at the First
Meeting of the River Falls Library Foundation, Inc., on May 15, 1989.
Witness my hand and the Seal of the Foundation this 15th
day of May, 1989.
_________________________________
Helen Schmidt
(Corporate Seal)
Revisions passed and adopted by unanimous vote as the
By-Laws of River Falls Library Foundation, Inc., at the meeting of the
Board of Directors of the Foundation on April 28, 1999.
Witness my hand and the Seal of the Foundation this 28th
day of April, 1999.
_________________________________
Kirby Symes
(Corporate Seal)
Revisions approved and ratified by unanimous vote at the
Annual Meeting of the River Falls Library Foundation, Inc., on April 28,
1999.
Witness my hand and the Seal of the Foundation this 29th
day of September, 1999.
_________________________________
Kirby Symes
(Corporate Seal)
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