MASSACHUSETTS FRIENDS OF LIBRARIES, INC. BY-LAWS AS AMENDED ON MAY 1, 2010 ARTICLE I: MEMBERSHIP Membership in the Massachusetts Friends of Libraries is open to anyone interested in supporting Libraries in the Commonwealth. Membership fees and categories on a calendar year basis are: (a) Friends of Libraries organizations $30 (b) Individuals $15 (c) Seniors and Students $10 (d) Corporate Memberships $100 (e) Individual Life Members $200, payable in installments ARTICLE II: DIRECTORS Section 1: The Massachusetts Friends of Libraries, Inc. shall be governed by thirteen directors, at least nine of whom shall be members of existing Friends of the Library groups representing different libraries. Section 2: Four of the initial Directors shall have a one-year term, five shall have a twoyear term, with the names drawn by lot, from the date of the first Annual Meeting. Section 3: At every Annual Meeting following the first Annual Meeting, directors shall be elected for the expired terms. Each Director shall hold office until the second Annual Meeting of the organization following his/her election or until he/she dies, resigns, or is removed from office. Section 4: Any Director may resign by filing a writing resignation with the Board of Directors, which shall take effect when accepted by the Board. Section 5: The Board of Directors may declare any seat on said Board vacant upon determination that the occupant of said seat is unable to carry out his/her duties or allegedly has failed to adhere to the By-Laws. Such action shall require a two-thirds vote of Members of the Board present at a regular meeting or a special meeting of the Corporation called for that purpose. Said meeting shall require thirty days notice in writing to all Massachusetts Friends of Libraries, Inc. members and shall require written notification to the party of the alleged grounds for such action and of the time and place of the meeting. Section 6: Anyone who is a member and who wishes to speak shall be given an opportunity to do so at said meeting prior to action by the Board. Any Director who is in question of removal shall have the right to speak, present written evidence and vote on the issue of his/her removal, subject to the President’s right to limit debate to a reasonable length of time. Section 7: Any vacancy may be filled by a majority vote of the Board present at any regular or special meeting called for that purpose. The Board has the power to name a successor until the next Annual Meeting, when the membership shall elect a person to fill the unexpired term. Section 8: No vacancy may be filled by an existing member of the Board. ARTICLE III: POWERS AND DUTIES OF THE BOARD OF DIRECTORS Section 1: The Board of Directors shall have the following duties and powers: (1) To conduct the affairs of the Corporation and to employ such persons as deemed necessary. (2) To establish major policies governing affairs of the Corporation, in accordance with the Articles of Incorporation and By-Laws of the Massachusetts Friends of Libraries. (3) To receive, hold and dispose of personal and real property. (4) To prepare and approve the budget and prepare the annual reports to be submitted at the Annual Meeting (5) To establish or dissolve such committees as it may determine (6) To determine and alter the Corporation’s fiscal year and street address for the location of the principal place of business, which shall be in Massachusetts (7) To appoint committee chairs and perform such other functions as the By-Laws prescribe; and act on behalf of the Corporation for all statutory purposes (8) To remove any officer, Board member or committee member after reasonable notice and an opportunity to be heard. All removals must be in accordance with the By-Laws of the Corporation. ARTICLE IV: OFFICERS AND THEIR DUTIES Section 1: Officers shall be President, Vice President, Treasurer and Secretary. Officer shall be elected by and from the Board of Directors at their first meeting following the Annual Meeting. Section 2: The President shall be the chief executive officer of the Massachusetts Friends of Libraries, Inc. and the Corporation’s Board of Directors. She/He shall preside at all meetings of both the Board and the Corporation. The President shall name committees and their chairs and shall serve as an ex officio member of all such committees in accordance with the By-Laws that relate to committees. She/He shall execute whatever documents are necessary for the well-being of the Corporation, subject to the By-Laws of the Organization. Section 3: The Vice President shall assist the President in the performance of her/his duties as requested by the President. The Vice President shall temporarily assume the powers, duties and responsibilities of the President in the event of that officer’s absence or inability to function as President. Section 4: The Treasurer shall be responsible for the funds of the Corporation. She/He shall cause accurate books of accounts to be kept of all the financial business of the Corporation. She/He shall collect all monies due the Corporation in such banking institutions as the Board of Directors shall designate. The Treasurer shall make annual reports in writing to the Board of Directors of the assets and business condition of the Massachusetts Friends of Libraries and shall also report to the Board at each meeting on the financial condition of the Corporation. The Treasurer as directed by the Board shall cause an annual financial audit to be performed by an outside qualified person and the Treasurer shall perform such other duties as assigned by the Board of Directors, subject to the By-Laws of Incorporation. Any check in the amount of $500.00 or less shall have the signature of the Treasurer or President. Checks exceeding $500.00 require the signatures of both the Treasurer and the President. Section 5: All books and records of the Corporation may be inspected at the Office of the Massachusetts Friends of Libraries, Inc. by any member or his/her agent or attorney for any purposes at any reasonable time. Section 6: The Secretary shall keep written records of the proceedings of the Corporation and shall report said proceedings in writing regularly to the Board of Directors, and take care of all correspondence and other written contracts between the Board of Directors and other persons or organizations. Section 7: The terms of office for all officers shall be two years. Each officer shall hold her/his office until her/his successor is elected or until she/he dies, resigns or is removed. If the office of any officer becomes vacant, the Directors may elect a successor from their number who shall hold office for the unexpired term of her/his predecessor. Section 8: The Board of Directors may declare any office vacant upon determination that said officer is unable to carry out his/her duties, or has allegedly failed to adhere to the By-Laws of this Corporation. Such action shall require a two-thirds vote of the Board members present at a special meeting called for that purpose. Said meeting shall require at least 14 days written notice to the party of the alleged grounds for such actions as will be considered. Anyone who is a member of the Massachusetts Friends of Libraries, Inc. and who wishes to speak shall be given the opportunity to do so at said meeting prior to action by the Board. Any officer who is in question of removal shall have the right to speak, present written evidence, and vote on the issue of his/her possible removal, subject to the President’s power to limit debate to a reasonable period of time. Section 9: Any vacancy created in accordance with the above mentioned procedures may be filled by a majority vote of the Board of Directors present at any regular or special meeting called for that purpose. In this event, the person elected to fill the vacancy shall hold office for the unexpired term of his/her predecessor. ARTICLE V: NOMINATION PAPERS Section 1: There shall be a Nominating Committee to consist of the immediate Past President of the organization and two other members of the organization who are not elected Board members selected by the Board of Directors. Section 2: The Nominating Committee shall appoint its chairperson. Section 3: No Director may serve on the Nominating Committee whose term expires at the end of the year that he/she would be nominated. No member of the Nominating Committee may be nominated by the Nominating Committee for a position of Director. Section 4: The Nominating Committee shall develop a slate of Nominees to fill the number of existing vacancies and terminations and submit names in writing to the Board of Directors at least eight weeks prior to the Annual Meeting and in writing to the Corporation membership at least six weeks prior to the Annual Meeting. Section 5: Nominations may also come from the floor at any Annual Meeting.