(Approved at Annual Meeting, April 11, 2012)
Article I – Name
The name of this organization will be called Friends of Kansas Libraries, Inc., a non-profit corporation also known as FoKL.
Article II – Purpose
The purpose shall be to foster close relations between Kansas libraries and the residents of Kansas as they aid in the development of programs for the extension and improvement of library services and resources.
FoKL exists to:
- To encourage and support new and existing local Friends groups
- To facilitate the exchange of useful information among organizations of Friends
- To advocate for excellent library services.
The purposes of the organization are exclusively educational and charitable.
Article III – Governance
Section 1 – The governing body of this organization will be called the Executive Board of the Friends of Kansas Libraries and will be composed of 4 (four) officers, 3 (three) committee chairs, 7 (seven) Trustees representative of the urban and regional library systems, at least 3 (three) statewide trustees-at-large with a maximum of 6 (six), and the immediate Past President. In addition, the Executive Board may provide for such ex-officio members, with voting privileges, as deems necessary and advisable by the Governance Committee.
Section 2 – At the annual meeting prior to December 31, the individual members of FoKL will elect the Executive Committee which will include the following officers:
President – The President will be responsible for annual planning of the work of the Executive Board, will preside over all meetings, and will appoint committee chairs.
Vice President/Governance Committee Chair – The Vice President will serve as Governance Committee Chair and together with Governance Committee members maintain the health and wellbeing of the Executive Board, to act as President in his or her absence, and at the completion of the term of Vice President/Governance Committee Chair becomes President.
Secretary – The Secretary will record minutes of each Executive Board, Executive Committee, and Annual Membership meetings, and will make the meeting arrangements for the Executive Board, the Executive Committee, and the Annual Membership meetings.
Treasurer – The Treasurer will, together with the President and the Finance Committee, prepare the annual budget for approval of Executive Board. The Treasurer will handle receipts of dues and other monies, make deposits in FoKL accounts, and pay expenses as directed by the Executive Committee. The Treasurer will make monthly financial reports including funds received and expended to the Executive Committee. The Treasurer will also prepare quarterly financial reports for the Executive Board and an annual financial report to be presented at the annual meeting of all members of FoKL.
Section 3 – The officers shall have the usual duties and authority exercised by officers of a non-profit organization.
Section 4 – The terms for offices of President, Vice President and Membership Committee Chair will be elected or appointed in the odd-numbered years, and the Treasurer, Secretary, Public Relations Committee Chair and Finance Committee Chair in even numbered years.
Section 5 – Terms of Trustees from the North Central, Northwest, South Central, and Southeast regional library systems shall be elected by the Executive Board every even-numbered year; terms of Trustees from the Central, Northeast, and Southwest regional library systems will be elected every odd-numbered year; the terms of three Trustees-at-large (Positions 2,4, & 6) will be elected by the Executive Board every even numbered year, and the terms of the three Trustees-at-large (Positions 1,3, & 5) will be elected every odd-numbered year.
Section 6 – All officer terms will begin January 1, after the election at the Annual Membership meeting, and extend through December 31. When the fiscal year is changed from July 1 through June 30 to correspond to the calendar year, terms for all currently serving board members and officers will be extended to end December 31 of that year.
Article IV – Voting
Section 1 – The Vice President/Governance Committee Chair will submit in nomination a slate of candidates to the Executive Board four weeks prior to the vote by the membership at the Annual Membership meeting. Additional nominations may be made from the floor at the Annual Membership meeting, if the consent of the nominee has been obtained.
Section 2 – The Executive Board will elect at the annual meeting prior to December 31, the Trustees representing regional library systems and statewide Trustees-at-large.
Section 3 – The President with the advice and consent of the Governance Committee and the Executive Board will fill any vacancies on the Executive Board. Such appointment will be for the balance of the term vacated.
Section 4 – The President retains eligibility to vote as representative to the Executive Board and to the Executive Committee.
Article V – Membership
Section 1 – Membership in this organization is open to all individuals or organizations committed to the purposes of FoKL as stated in these bylaws.
Section 2 – The rights and privileges of all members of the organization shall be equal, with organization and individual entitled to 1 (one) vote.
Section 3 – The annual dues will be determined by the Board.
Article VI – Committees
Section 1 – The President will appoint the Chairs to the Standing Committees and the Chair then becomes a member of the Executive Board. Committee members may be either members chosen from the Executive Board or the general FoKL membership.
Section 2 – The Standing Committees will include:
Governance Committee – The Governance Committee will maintain the health and well being of the Executive Board.
Finance Committee – Together with the Treasurer and the President, the Finance Committee will prepare the annual budget for approval by the Executive Board, and investigates alternative funding sources.
Public Relations – The Public Relations Committee will promote FoKL and its programs and activities such as grants and awards, and will be responsible for FoKL publications such as newsletters and other promotional materials.
Membership – The Membership Committee will recruit and support members.
Section 3 – On the advisement of the Governance Committee the President may appoint as necessary special committees and task forces.
Article VII – Meetings
Section l -The Executive Board will hold at least four meetings a year and at each meeting1/4th
(one fourth) of the membership shall constitute a quorum. The meetings may be held either via online conferencing or in a single meeting location.
Section 2 – The organization will hold its Annual Membership meeting in meeting prior to December 31, to conduct organizational business and elections. Members will be notified at least two weeks prior to the date of the meeting by notice on the FoKL webpage.
Section 3 – Special meetings of the Executive Board or the Executive Committee may be called by the President or upon the request of any three members of the Executive Board. The president, or the members of the Executive Board or the Executive Committee desiring to hold the meeting, will notify the Secretary. The Secretary will give at least one week notice, written or e-mail, of said meeting to the members of the Executive Board or the Executive Committee. .
Section 4 – The Executive Committee (and other Committees as needed) will have monthly meetings via online meeting interface, called by the President with a written agenda.
Section 5 -The third consecutive, unexcused absence by any member of the Executive Board from regular meetings constitutes the individual’s resignation from the board. The Executive Board, may, at its discretion, reinstate a board member so removed upon showing, by the individual, sufficient cause for the absences.
Section 6 – Robert’s Rules of Order, Newly Revised, when not in conflict with these bylaws, will govern the proceedings of the Executive Board, the Executive Committee, and Annual Membership meetings.
Section 7 – The Executive Board and Executive Committee may conduct business as needed and vote via email or via online meeting interface provided an accurate record of a 2/3rds (two thirds) majority is recorded in the minutes of the next meeting.
Article VIII – Fiscal Policies
Section 1- The fiscal year will extend from January 1 through December 31.
Section 2 – The FoKL Treasurer will receive dues, contributions and other income, and pay those just expenses incurred by the organization and provide timely reports of such income and expenses to the Board.
Section 3 – The Finance Committee Chair will maintain communications with the President and the Treasurer on all financial matters.
Section 4 – No Executive Board member will receive remuneration for services to the board or FoKL while serving a term on the Board. When authorized by the Executive Board, reimbursement may be made for travel and/or other out of pocket expenses incurred in discharging official duties.
Section 5 – The books and accounts of this organization will be audited every two years by an Internal Audit Committee appointed by the President and the Finance Committee. Members of the Internal Audit Committee may be members of the Executive Board or the FoKL membership.
Article IX – Distribution of Assets Upon Dissolution
In the event of dissolution, the residual assets of the Organization will be turned over to one or more organizations which themselves, are exempt as described in Sections 501 (c) 3 of the Internal Revenue Code of 1954 or the provisions of any future, corresponding provisions of the Internal Revenue code.
Article X – Permitted Activities
Not withstanding any other provision of these articles, this corporation will not engage in activities prohibited to a corporation exempt from federal income tax under sections 501 (c) (3) of the Internal Revenue Code of 1954, or corresponding provisions of any future United States Internal Revenue law.
Article XI – Amendments
Amendments to these bylaws will be made by presenting changes to the Executive Board for approval 4 (four) weeks prior to the Annual Membership meeting, and by posting the approved changes on the FoKL website for 1 week prior to the Annual Membership meeting. FoKL members will vote for final approval of the amended changes at the Annual Membership meeting by a 2/3rds (two thirds) vote.