Bylaws
Friends Of Tennessee Libraries, Inc.
Article I
Name and Mission
Section 1. The name of this non-profit 501(c)(3) 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. FOTL is a volunteer organization of individuals and organizations dedicated to supporting existing and emerging libraries and Friends of Library groups across the state.
Article II
Membership
Section 1. Membership categories and dues shall be established by the Board of Directors.
Section 2. Upon payment of annual dues, each membership (individual or group) shall have the right to one vote on general business.
Section 3. The membership year shall be from January 1 to December 31, and the dues are payable annually in advance.
Article III
Board of Directors
Section 1. The Board of Directors, herein referred to as the Board, 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 Committee Chairs. Officer terms shall be two (2) years and run January 1 through December 31.
Section 3. A Nominating Committee shall submit to the Board names of nominees for election no later than October 1 to replace Board members as required. The approved slate of nominees shall be presented to the general membership for election no later than November 15. Additional nominations can be made from the floor. In cases of two or more nominees for the same office, voting shall be by secret ballot. All nominees must have agreed in advance to serve.
Section 4. Vacancies on the Board shall be nominated by the President and elected at next Board meeting to complete the unexpired term.
Section 5. Board meetings shall be held at the call of the President or upon written request of three Board members. As provided under Tennessee Non-Profit Corporation Laws, any or all Board members may participate in any regular or special meetings 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 four (4) of the current voting members in office.
Section 7. The Executive Committee of the Board shall consist of the President, President-Elect, Treasurer, Secretary, and Past President and shall have all the authority to act for the Board for necessary emergency matters occurring 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 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 other FOTL events. 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. Any or all of the directors may be removed for cause by action of the Board. Directors may be removed due to nonfulfillment of duties required by the Board, misconduct, theft, or misrepresentation of the corporation, all by majority vote of the Board members.
Section 12. A director may resign at any time by giving written notice to the Board, the President, or the Secretary. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
Article IV
Officers
Section 1. The President shall preside at all Board and Annual Meetings; serve ex-officio on all committees; authorize any special meetings; prepare the agenda for all meetings; and perform all duties of a presiding officer. The President shall automatically succeed to the office of Past President.
Section 2. The President-Elect shall automatically succeed to the office of President; preside when the President is unable to do so; coordinate workshops; oversee the planning for the annual meeting; 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 other regulatory agencies as required.
Section 4. The Secretary shall be responsible for keeping minutes of all Board and Annual Meetings; distributing copies of minutes to all Board members as soon as possible after the meeting; sending announcements of Board and Annual Meetings to all Board members at least one week prior to the meeting; conducting correspondence when necessary; and performing such duties as the Board may assign.
Section 5. The Past President shall serve as parliamentarian at all Board and Annual Meetings; serve as chair of the Nominating Committee; and perform duties as assigned by the President.
Article V
Committees
Section 1: Committees
Each committee chair shall execute the duties of their respective committees and provide a report on new and developing issues to the Board. The Board shall have the authority to establish policies and procedures for each committee as needed. The President may appoint ad hoc committees as the need arises. Chairs of ad hoc committees are not voting members of the Board.
No member may chair more than one committee simultaneously or chair any one committee in excess of six consecutive years unless specified in the Bylaws or as requested by the Board.
Section 2: Committees & Duties
Membership Committee. The Membership Committee shall create and execute an annual membership campaign; maintain a roll of members; and communicate with all members, past and present, on a regular basis.
Communications Committee. The Communications Committee shall provide publicity for all types for events, meetings, and activities of the organization; maintain the online presence of FOTL in an effort to inform and promote activities and accomplishments; and publish information across all platforms as appropriate to reach the membership. Committees requesting publicity shall work through the Communications Committee.
Mentoring Committee. The Mentoring Committee is chaired by a team of three people known as Mentor Coordinators. Each Mentor Coordinator shall be a voting member of the Board. The Mentoring Committee shall oversee all requests for advice and consultation by the membership; build and train a team of mentors across the state; monitor and maintain a record of interactions between the mentors and the membership; and foster open discussions and advocacy among Friends and libraries.
Events Committee. The Events Committee shall plan and execute the Annual Meeting of FOTL with direction from the Board; work in conjunction with TLA pertaining to the Friends and Trustees Luncheon and Library Legislative Day; propose, plan, and execute additional outreach events as directed by the Board; work with the Communications Committee to publicize and promote the events; recommend to the Board nominees for and recognize recipients of annual grants and awards; and analyze the effectiveness of events.
Advisory Committee. The Advisory Committee shall consist of up to six (6) past Presidents of FOTL as appointed by the Board. Members of the Advisory Committee shall not have a vote on the Board, but they shall participate in Board meetings in an advisory capacity; assist on FOTL projects and events; serve as mentors as requested; and serve as hosts at the Annual Meeting.
Nominating Committee. The Nominating Committee shall be convened in July of even years and chaired by the Past President. The President-Elect shall appoint four (4) members to serve on the committee. The chair and members of the Nominating Committee shall not have a vote on the Board.
Article VI
Meetings
Section 1. 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 three (3) weeks prior to the date of the meeting and shall include a tentative agenda. A quorum shall consist of at least fifteen (15) members.
Section 2. Robert’s Rules of Order shall govern parliamentary procedure.
Article VII
Voting
Section 1: Majority Action
All motions brought before the Board or the general membership for approval must pass by a majority vote of those in attendance or by proxy vote given in writing to the President or Secretary.
Votes brought before any standing or ad hoc committee will pass upon the majority approval of those committee members attending the meeting.
Section 2: Electronic Voting
The President may allow members of the Board and the general membership to vote on a pending measure requiring approval by email if the President determines that it is necessary.
Under the circumstances set forth above, the President may accept a motion and a second on the motion by email. The President shall then send the wording of the motion to all members of the Board and/or all members of the organization if necessary by e-mail and direct the members to vote on the motion by e-mail by a date and time established by the President; provided that such date and time shall not be less than 48 hours from the time the motion is sent to the members, unless the president determines that the matter is of such urgency that it cannot be delayed for 48 hours. A quorum will consist of those members responding within the designated time period. Votes sent to the President by e-mail after the time designated will not be counted. At the expiration of the time established, the President shall send by e-mail to all members a tally showing the votes cast by each member and the results of the vote. At the next meeting of the Board, the President shall announce the results of the vote for the record. The minutes of the meeting shall show the names of the members who voted by e-mail and how they voted.
Article VIII
Fiscal Year
The fiscal year shall be from January 1 to December 31.
Article IX
Indemnity
The Corporation shall indemnify its directors, officers and/or agents as follows:
Every director, officer and/or agent of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of his/her being or having been a director and/or officer and/or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, or agent of the Corporation, whether or not he/she is a director, officer, or agent at the time such expenses are incurred, except in such cases wherein the director, officer, or agent is adjudicated guilty of willful misfeasance or malfeasance in the performance of his/her duties. The Corporation shall provide any person who is an officer, director, or agent of the Corporation the indemnity against expenses of suit, litigation, or other proceedings which is specifically permissible under applicable law.
Article X
Conflict of Interest
Section 1. General. A conflict-of-interest transaction is a transaction with FOTL in which a director and/or officer of FOTL has a direct or indirect interest. A director and/or officer of the FOTL has an indirect interest in a transaction if but not only if, in which a party to the transaction in another entity in which the director and/or officer has a material interest, or of which the director and/or officer is a general partner, director or officer. A conflict-of-interest transaction is not voidable or the basis for imposing liability on the director and/or officer if the transaction was fair at the time it was entered into or if the transaction is approved as provided herein.
Section 2. Manner of Approval. A transaction in which a director and/or officer of the FOTL has a conflict of interest may be approved if (a) the material facts of the transaction and the interest of the director and/or officer were disclosed or known to the Board of Directors, or to a committee consisting entirely of members of the Board of Directors, and the Board of Directors or such committee authorized, approved or ratified the transaction or (b) approval is obtained from the Attorney General of the State of Tennessee, or for a court of record having equity jurisdiction in an action in which the Attorney General is joined as a party. A conflict-of-interest transaction is authorized, approved or ratified if it receives the affirmative vote of a majority of the members of the Board of Directors or of a committee consisting entirely of members of the Board of Directors, who have no direct or indirect interest in the transaction; but a transaction may not be authorized, approved or ratified by a single Director.
Article XI
Net Earnings
No part of the earnings of the corporation shall inure to the benefit of, or be distributed to its members, trustees, officers, of other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal Income Tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future tax code, of (b) by an corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article XII
Dissolution
Upon dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code, or shall be distributed to the federal government, or state or local government for public purpose. Any such asset not so disposed of shall be disposed of by the Court of Competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purpose or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.
Article XIII
Amendments
Amendments to these bylaws shall be made at a meeting of the Board by a two-thirds majority with notice of such changes two (2) weeks prior to the meeting when amendments will be presented to the Board.
Amended February 2022
