Friends of Tennessee Libraries

Bylaws

Friends Of Tennessee Libraries, Inc.

Article I. Name and Objectives

Section 1. The name of this non-profit organization, organized and existing under the laws of the State of Tennessee shall be the Friends of Tennessee Libraries Inc., herein referred to as FOTL.

Section 2. The objective of FOTL shall be to encourage and promote existing and emerging libraries and Friends of Library groups of Tennessee.

Article II. Membership

Section 1. Membership categories shall be established by the Board of Directors.

Section 2. Each membership shall have the right to one vote upon payment of annual dues.

Article III. Board of Directors

Section 1. There shall be a Board of Directors, herein referred to as the “Board,” that shall have the power and the authority to manage FOTL and to regulate and govern its affairs.

Section 2. The Board shall consist of the President, President-Elect, Treasurer, Secretary, the immediate Past-President and sixteen (16) Division Representatives, all serving a two-year term, and such terms shall be staggered.

Section 3. A Nominating Committee shall submit names of nominees for election at the Annual Meeting to replace Board members as required. Additional nominations can be made from the floor at the Annual Meeting. In cases of two or more nominees for the same office, voting shall be by secret written ballot. All nominees must have agreed in advance to serve.

Section 4. Vacancies on the Board shall be elected to complete the unexpired term by the Board at its next meeting.

Section 5. Board meetings shall be held at the call of the president or upon written request of five Board members. As provided under Tennessee Non-Profit Corporation Laws, any or all Board members may participate in any regular or special meeting through the use of any means of communication by which all members participating may simultaneously hear each other during the meeting.

Section 6. A quorum shall consist of a minimum of one-third (1/3), but no less than six (6) of the voting members in office.

Section 7. There shall be an Executive Committee of the Board, to consist of the President, President-Elect, Treasurer, Secretary and Past President, with all the authority to act for the Board for necessary emergency matters in between regular board meetings.

Section 8. The President of the Tennessee Library Association and the Tennessee State Librarian, or their designees, shall serve as non- voting, ex officio members of the Board.

Section 9. All Board members shall be FOTL members in good standing.

Section 10. Board members shall attend all Board meetings and the Annual Meeting. If a Board member cannot attend, said Board member shall notify the Secretary prior to the scheduled meeting. If a Board member misses two consecutive meetings without notification to the Secretary, that member may be removed from the Board by a majority vote of the Board.

Section 11. Division Representatives shall be a total of sixteen (16) in number and represent the following regions:

The West Division shall consist of the counties of Benton, Carroll, Crockett, Chester, Decatur, Dyer, Fayette, Gibson, Hardeman, Hardin, Haywood, Henderson, Henry, Lake, Lauderdale, McNairy, Madison, Obion, Tipton and Weakley. The West Region shall have three (3) representatives.

The Middle Division shall consist of the counties of Bedford, Bledsoe, Cannon, Cheatham, Clay, Coffee, Cumberland, Dekalb, Dickson, Fentress, Franklin, Giles, Grundy, Hickman, Houston, Humphreys, Jackson, Lawrence, Lewis, Lincoln, Macon, Marion, Marshall, Maury, Montgomery, Moore, Overton, Perry, Pickett, Putnam, Robertson, Rutherford, Sequatchie, Smith, Stewart, Sumner, Trousdale, Van Buren, Warren, Wayne, White, Williamson and Wilson. The Middle Region shall have five (5) representatives.

The East Division shall consist of the counties of Anderson, Blount, Bradley, Campbell, Carter, Claiborne, Cocke, Grainger, Greene, Hamblen, Hancock, Hawkins, Johnson, Jefferson, Loudon, McMinn, Meigs, Monroe, Morgan, Polk, Rhea, Roane, Scott, Sevier, Sullivan,
Unicoi, Union and Washington. The East Region shall have four (4) representatives.

The Chattanooga-Hamilton Metro Division shall consist of the entire area within Hamilton County. It shall have one (1) representative.

The Knoxville-Knox County Metro Division shall consist of the entire area within Knox County. It shall have one (1) representative.

The Nashville-Davidson Metro Division shall consist of the entire area within Davidson County. It shall have one (1) representative.

The Memphis-Shelby Metro Division shall consist of the entire area within Shelby County. It shall have one (1) representative.

Article IV. Officers

Section 1. The President shall: preside at all Board and Annual Meetings, shall appoint all committees except Nominating, serve ex-officio on all committees, authorize any special meetings, prepare agenda for all meetings and perform all duties of a presiding officer. President shall automatically succeed to the office of Past-President.

Section 2. The President-Elect shall: serve a two-year term with automatic succession to the office of President; preside when the President is unable to do so; plan and execute the FOTL annual membership meeting; coordinate Regional workshops; and perform such duties as the President may assign.

Section 3. The Treasurer shall: perform the usual duties of the office; maintain financial records of all business transactions of FOTL; present a financial report at each Board and membership meeting; and prepare the annual report for the IRS tax exemption and others as required.

Section 4. The Secretary shall: be responsible for keeping minutes of all board and annual meetings; distribute copies of minutes to all board members prior to fourteen (14) days of the meeting; keep a roll of members for each meeting and call roll when required; send announcements of board and annual meetings to all Board members prior to fourteen (14) days of the meeting; conduct correspondence when necessary; perform such duties as the Board may assign.

Section 5. The Past President shall serve as parliamentarian at all Board and Annual Meetings, serve as chairperson of the Nominating Committee and perform duties as assigned by the President.

Article V. Committees

Section 1. Standing Committees and Special Committees of FOTL and Special Committees of the Board shall be established by the Board. These committees shall be responsible to the Board, which will delegate such powers and functions to them as the Board finds desirable for the conduct of its business and for carrying out the objectives of FOTL.

Section 2. The Standing Committees shall be appointed by the President-Elect prior to term of presidency. The President is an ex officio member
of all committees except the Nominating Committee. The president may name and/or dissolve committees subject of the approval of the Board.

Section 3. No member may serve on any one committee in excess of six consecutive years unless specified in the By Laws or as requested by the Board.

Section 4. Each committee shall submit to the Board a written annual report of its activities which shall contain any recommendations considered necessary or advisable. Additional reports may be submitted at the option of a committee or as requested by the Board or the President.

Section 5. Standing Committees and Special Committees may establish subcommittees to assist in their work. Subcommittees may include nonmembers of FOTL.

Section 6. The Advisory Committee shall consist of all past presidents of FOTL if they wish to serve. The presiding President may appoint one (1) person to the committee during his/her term of office. The Advisory Committee shall be a permanent committee. A committee member must submit a written request to the Board to be removed from the committee. The presiding President shall appoint the committee chair.

Article VI. Meetings

Section 1. Regular annual meetings of the membership of FOTL shall be held. The Board shall set the time, date, and place. Notice of such meetings shall be sent to members 3 weeks prior to the date of the meeting shall include a tentative agenda. A quorum shall consist of at least 15 members.

Section 2. “Robert’s Rules of Order” shall govern parliamentary procedure.

Article VII. Dues

Section 1. Dues shall be determined by the Board and approved by a majority vote of the members present.

Section 2. Dues shall be payable annually in advance.

Article VIII. FOTL Office (when finances permit)

Section 1. The location of the FOTL Office shall be determined by the Board.

Section 2. The administrator shall be appointed by the Board and shall have duties as assigned by the Board.

Article IX. Fiscal Year

The fiscal year shall be from January 1 to December 31.

Article X. Amendments

Amendments to these bylaws shall be made at a meeting of the Board by a two- thirds majority with notice of such changes three weeks prior to the meeting when amendments will be presented to the Board.

Amended: 3/15/2013