Constitution and By-Laws
Friends of the Duluth Public Library
A Minnesota Non-Profit Corporation
Constitution
Article
I - Name
The name of this organization shall be the Friends of the Duluth
Public Library.
Article
II - Purpose
The purpose of this organization is to maintain an association
of persons interested in the Duluth Public Library; to focus public
attention in a positive manner on library services, facilities,
and needs; to support and cooperate with the Library in developing
library services, facilities, activities, and programs for the
community; and to raise funds through special events.
Article
III - Membership and Dues
Section
1.
Membership in this organization shall be open to all individuals
who support its purposes, and to organizations, business firms,
and clubs when representation in the organization is desired,
in which case dues shall be paid by the organization.
Section 2. The classes of membership and dues for each
category shall be set by the Executive Board, subject to Board
of Directors' approval.
Section 3. Honorary life memberships shall be bestowed
at the discretion of the Board of Directors. An honorary member
shall not be required to pay yearly dues and shall have none of
the obligations of membership but shall be entitled to all privileges.
Section 4. Each individual and organization shall be entitled
to one vote.
Section 5. The membership year shall start January 1 and
end December 31.
Section 6. All member information shall be confidential.
Membership data of any type will not be shared beyond the Friends
Board and shall be used for Friends business only.
Article
IV - Officers
Section
1. Officers
of the organization shall be President, Vice President, Secretary,
and Treasurer. Any office may be shared.
Section 2. All officers shall be elected by a majority
vote of those present at the annual meeting. The terms of all
officers shall be for two fiscal years or until successors have
been elected, and shall begin immediately following the annual
meeting in May. Officers elected for one term may be re-elected
for an additional term. After a one-year lapse, he or she may
be eligible for re-election.
Section 3. The nominating committee shall nominate a candidate
for each office. These nominations shall be presented in writing
to the membership two weeks prior to the annual meeting. Additional
nominations may be made from the floor at the annual meeting with
the consent of that nominee.
Section 4. Responsibilities of the officers shall be defined
in the by-laws.
Section 5. Vacancies shall be filled by appointment of
the President, with the approval of the Executive Committee, until
the next general election.
Article
V - Executive Committee
Section
1. The
Executive Committee shall consist of President, Vice President,
Secretary, and Treasurer.
Article
VI - Board of Directors
Section
1. The
Board of Directors shall consist of the officers, the chairs and
co-chairs of the Standing Committees, the immediate Past President,
and additional members as needed to bring the total membership
to no fewer than 10 nor more than 20 persons.
Section 2. The President, with the approval of the Executive
Committee, shall appoint from the membership the chairs and co-chairs
of standing or temporary committees with the exception of the
nominating committee (see Article VII, section 3).
Section 3. The terms of office of the chairpersons and
co-chairpersons shall be two years. They may be re-appointed for
another term.
Section 4. The Library Director or Manager and the Volunteer
Coordinator of the Library shall serve as ex-officio members of
the Board.
Section 5. When a vacancy exists on the Board of Directors,
nominations shall be made by sitting Board members from the existing
membership at large. Nominees shall be contacted and asked if
they are willing to serve. Nominations of persons willing to serve
shall be brought to the President to be included on the Agenda
and to be voted on at the next meeting. The President shall inform
the nominee of her/his election or non-election to the Board and
shall provide the new Board member with copies of the Constitution
and By-laws and of the Board membership list, and shall add the
new member to the mailing list and to the Friends web page. A
list of interested Friends members may be compiled and kept by
the Board for consideration when vacancies occur. The Board may
recruit persons interested in serving by placing a request in
the Newsletter. Persons on the list shall be contacted when vacancies
occur to confirm their continued interest in serving.
Section 6. It shall be the responsibility of the Board
of Directors to make decisions of policy on all Friends business,
events, and finance.
Article
VII - Committees
Section
1. Standing
Committees and their responsibilities shall be defined in the
By-laws.
Section 2. The President shall be an ex-officio member
of all committees except the Nominating Committee.
Section 3. The Nominating Committee, selected by the Board
of Directors, shall consist of a chairperson, an ex-president,
the Volunteer Coordinator, and two other members selected by the
Board from the Members-at-Large.
Section 4. Chairpersons of Committees shall be members
of the Board of Directors
Section 5. Chairpersons shall be responsible for procedural
decisions for their committees.
Section 6. Committees shall consist of the Chairperson
and other volunteers from within the Friends membership.
Article
VIII - Meetings
Section
1. There
shall be an annual meeting of the organization in the month of
May to elect officers and to conduct such other business as may
be brought before the meeting.
Section 2. Notice of the annual meeting shall be sent to
the membership no less than two weeks in advance of the meeting.
Section 3. Meetings of the Board of Directors shall be
held at least quarterly. Additional meetings shall be determined
by the Board of Directors.
Section 4. Meetings of the Executive Committee shall be
held at the call of the President.
Section 5. Special meetings of the Board of Directors may
be called by the President with five days advance notice.
Section 6. One half of the Board of Directors shall constitute
a quorum.
Section 7. All matters which come before the membership
shall be decided upon by majority of those present and entitled
to vote.
Article
IX - Fiscal Year
Section
1. The
fiscal year shall be from May 1 to April 30.
Section 2. An audit of the Treasurer's accounts shall be
performed annually by a professional accountant/accounting firm.
Appropriate government filing will be performed by the accountant/accounting
firm within the time period allowed by law. Results of the audit
will be reported in writing to the President before the next annual
meeting of the membership.
Article
X - Amendments
Section
1. Amendments
to this Constitution may be made at any meeting of the membership
by a two-thirds vote of those present, after notification in writing
to each member at least two weeks before the meeting at which
the voting is to take place.
Section 2. By-laws shall be amended by approval of the
Board of directors.
Article
XI - Parliamentary Procedure
Section
1. The
current edition of Roberts Rules of Order, when not in
conflict with the Constitution and by-laws, shall govern the proceedings
of the organization.
Article
XII - Dissolution
Section 1. Should this organization dissolve, all remaining assets
shall first be used to pay all legal debts. The remainder shall
be given to the Duluth Public Library.
By-laws
1. Memorials and honoraria given by the Friends body and by the Friends Board shall be in the form of a designated donation to the Duluth Public Library.
2. Responsibilities of the Officers
a. The President shall:
i. Prepare and disseminate the agenda for all meetings and conduct all meetings of the Board of Directors.
ii. Monitor calendar of events.
iii. Renew annual registrations related to State of Minnesota non-profit status.
iv. Field proposals for Friends activities and present proposals to the appropriate officers, committees, and the Board.
v. Meet with the Library Director/Manager on a regular basis.
vi. Maintain a network of communication with other community and state organizations.
vii. Be an ex officio member of all committees except the Nominating Committee.
viii. Work with all officers and committees as necessary.
ix. Other duties as needed.b. Vice President shall:
i. Work with the President
ii. Assume the duties of the President in his/her absence.
iii. Other duties as needed.c. Secretary shall:
i. Take minutes at all Board meetings
ii. Disseminate minutes to the Board.
iii. File minutes and other reports in the Friends' archival folders
iv. Maintain a current list of Board members
v. Order supplies needed for Board activity
vi. Other duties as needed.d. Treasurer shall:
i. Maintain the financial information in the accounting system
ii. Do all banking for the organization, including bank account reconciliation on a regular basis
iii. Prepare financial reports for Board meetings
iv. Prepare information for the auditor
v. Maintain professional memberships for the Board as directed by the Board
vi. Prepare an annual budget with the Executive Committee before the end of each fiscal year
vii. File annual IRS form 990 in a timely manner
viii. File annual State of Minnesota Charitable Organization Report in a timely manner
ix. Other duties as needed.
3. Standing committees shall be Executive, Membership, Program, Newsletter, Publicity, Book Sale, and other special committees as the Board of Directors shall designate.
4. Responsibilities of Standing Committees
a. Executive Committee shall
i. Consist of the President, Vice-president, Secretary, and Treasurer(s)
ii. Assist the President in decision making
b. Booksale Committee shalli. Receive donations of materials for sale
ii. Review donations for fitness for sale
iii. Work with necessary persons to set up and take down the annual book sale
iv. The Booksale Chair shall work with the Publicity Committee regarding the booksalec. Newsletter Committee shall
i. Lay out newsletters
ii. Route newsletters to the printer
iii. Arrange for mailing of newsletters, in cooperation with the Membership Committee
iv. Send electronic copy of newsletters and inserts to Duluth Public Library for posting on the web and to the Publicity Committee for dissemination via e-mail
d. Publicity Committee shalli. Promote the organization and its events
ii. Update/maintain social networking accounts
e. Program Committee shalli. Plan and implement events other than the book sale for fund raising and membership purposes
ii. Work with the Membership Committee in soliciting volunteers for Friends/Library events.
f. Membership committee shalli. Maintain the membership data in the accounting system
ii. Prepare mailing lists and memberships reports for Board purposes
iii. Maintain the organization's e-mail account(s)
iv. Solicit volunteers for staffing Friends events
5. Ad hoc Committees: Other than the nominating committee,
ad hoc committees shall be formed as needed.
6. Bank signers and persons with the ability to conduct business for the organization shall be the President, the Vice-president, or the Treasurer(s)
The Constitution
and by-laws were adopted by unanimous action of the Board of Directors
of the Friends of the Duluth Public Library on January 4, 1980.
Amended: April 30, 1981; April 26, 1984; April 29, 1986; April
16, 1996; May 2001; May 20, 2008; May 17, 2011
7/5/11
Duluth Public Library, 520 W. Superior St., Duluth, MN 55802
