Bylaws

Article I: Name and Affiliation

Section 1. The organization shall be called The Woodward Library Society of Austin Peay State University, hereafter called the “Society.”

Section 2. The Society is a non-profit organization affiliated with the Austin Peay State University Foundation, hereafter called the “Foundation.”

Article II: Membership

Section 1. All Austin Peay State University students, alumni, faculty, staff, and emeriti; members of the general public; and organizations and corporations are welcome as members of the Society upon payment of annual membership dues.

Section 2. Categories of membership and corresponding dues shall be recommended by the Board of Directors and incorporated as part of these Bylaws. Membership categories and corresponding annual dues are:

1. Current Student: $5
2. Friend: $30-$49
3. Family: $50-$99
4. Contributing: $100-$299
5. Patron: $300-$499
6. Sponsor: $500-$999
7. Benefactor: $1,000 and up
8. Corporate: designed especially for business organizations, this category may be combined with previous categories E through G, based on the amount of the annual contribution, which may be monetary or in-kind.

Section 3. In order to promote and develop the Society’s membership, incentives shall be offered based on the categories of membership. Membership incentives shall be recommended by the Membership Committee and approved by the Board of Directors. Membership incentives shall be advertised in the annual membership brochure and other publications as appropriate. Membership incentives shall be reviewed annually by the Membership Committee, and new or revised incentives recommended to the Board of Directors as necessary.

Section 4. The membership year shall be from July 1 through June 30. Dues are payable on or before June 30 of each year. Dues shall not be prorated for new members who join after the year is already in progress; however, in the case of new members who join after January 1 their membership shall be extended to include the remainder of the membership year in which the dues are paid and the following membership year.

Section 5. Voting at regular and special meetings shall be by individuals present or, in the case of votes by mail, of all eligible members in good standing. In the case of family memberships, each member over the age of 18 shall be eligible to vote. In the case of organizations, such as businesses, clubs, or fraternities holding membership, each organization shall be entitled to one vote cast by an authorized representative.

Section 6. To be considered in good standing, a member must have paid his/her dues in advance of June 30, or before participating in an election, vote, program, or other special activity.

Article III: The Board of Directors

Section 1. The executive authority of the Society shall be vested in a Board of Directors, the responsibilities and duties of which shall include, but not be limited to: (1) raising funds by any means not expressly prohibited by these Bylaws or by any law or statute; (2) allocating and expending such funds in furtherance of the purposes of the Society and within state and Foundation guidelines; (3) conducting the business of the Society by implementing appropriate policies and procedures; and (4) planning events and meetings of the membership.

Section 2. The Board of Directors consists of the Officers, Directors, and ex-officio members. An Officer is defined as a member serving as President, Vice President / President-elect, Secretary, Treasurer, or Past President. A Director is defined as a member of the Board elected on an at-large basis. An ex-officio member is defined as someone serving on the Board as a result of their duties at the University.

Section 3. Ex-officio members of the Board shall include the Director of Library Services, a faculty librarian representative, a representative from the University Advancement Office, and the Chair of the University Library Committee.

Section 4. The President and Vice President / President-elect shall each serve a term of one year. The Secretary, Treasurer and each Director shall serve a term of two years, except as specified otherwise in Article VIII: Organizational Phase. The terms of one-half of the Directors elected on an at-large basis (three out of six positions) shall expire each year.

Section 5. Terms of office shall be from July 1 through June 30. The terms of office of ex-officio members of the Board do not have specific beginning or ending dates.

Section 6. A quorum for conducting business shall be defined as a minimum of fifty percent (50%) of the eligible voting members of the Board, at least one of whom must be an Officer.

Section 7. Official copies of all records, files, and correspondence shall be maintained on the premises of the Felix G. Woodward Library.

Article IV: Nominations and Elections

Section 1. Officers and Directors shall be elected at a general membership meeting by a majority of those members present and voting. The Nominations and Elections Committee shall conduct and oversee elections of the Society.

Section 2. The Nominations and Elections Committee of the Board shall present a list of at least one nominated candidate for each available office, and nominations shall be accepted from the membership during the general membership meeting. If an at-large member of the Board of Directors is elected as an Officer of the Society, his/her position as a Director is declared vacated, and a new Director shall be elected to fill the term.

Section 3. All Board members shall serve until the expiration of their terms except in cases of incapacity, resignation, or removal from office. An affirmative vote of two-thirds of all current voting members of the Board shall be required to remove a Board member from office. The Board shall have the authority to appoint a person to fill any vacancy occurring through resignation, incapacity, or removal from office; the appointed Board member shall serve until the expiration of the vacated term.

Section 4. The President and Vice President / President-elect may not seek reelection until after having not served in those offices for a period of one term. The Secretary, Treasurer, and any Director may seek reelection at the expiration of his/her term.

Article V: Meetings

Section 1. Unless otherwise authorized by the Board, the business meeting of the membership, which includes the annual election of Officers and Directors, shall be conducted in the late winter or early spring of each year on a date to be determined by the Board. The general membership must be informed of the specific date of the meeting at least 14 days in advance.

Section 2. A quorum for conducting business at general membership meetings shall include at a minimum fifty percent (50%) of the eligible voting members of the Board, at least one of whom must be an Officer.

Section 3. The Board of Directors shall meet at least four times each year (July 1 through June 30), one meeting of which may coincide with the general membership meeting; and at other times as called by the Board President; or by any six Board members, one of whom must be an Officer; or by petition of 10% of the general membership.

Section 4. The current edition of Robert's Rules of Order Newly Revised shall govern procedure when not in conflict with the Constitution or these Bylaws.

Article VI: Committees

Section 1. The standing committees of the Society shall be Membership, Programs and Events, Communications, and Nominations and Elections.

Section 2. Standing committees shall each have at least four members. The maximum number of members shall be governed by the activities and needs of each committee. At least one member of the Board shall serve on each standing committee. The President is an ex-officio member of all Society committees.

Section 3. Each committee shall be chaired by a member in good standing of the Society. The President, with the concurrence of a majority vote of the Board, shall appoint the Chairs of the standing committees, with the exception of the Nominations and Elections Committee. The Nominations and Elections Committee shall be chaired by the Vice President / President-elect.

Section 4. The President, with the concurrence of a majority vote of the Board, shall appoint the members of the standing committees.

Section 5. Ad hoc or special committees may be created by majority vote of the Board. The President, with the concurrence of a majority vote of the Board, shall appoint the Chairs and members of any ad hoc or special committees.

Section 6. The Chair of each committee shall deliver a written report of the committee’s activities for each Board meeting and each general membership meeting.

Section 7. The Membership Committee shall strive to secure new members, oversee the development and printing of membership brochures and forms, and advise the Board on matters related to membership categories and dues.

Section 8. The Programs and Events Committee shall be responsible for planning and conducting fundraising events of the Society, and for generating ideas and assisting the Board with planning the programs and events of the Society.

Section 9. The Communications Committee shall be responsible for publishing a periodic newsletter, providing content for the Society’s website to the Woodward Library’s web managers, and assisting with the development and distribution of brochures and other materials.

Section . The Nominations and Elections Committee shall be responsible for identifying and developing a list of candidates who agree to serve as Officers and Directors, and shall conduct the elections of the Society.

Article VII: Finance

Section 1. Financial contributions to the Society shall be received for, and credited to, the account of The Woodward Library Society of Austin Peay State University, operating as an affiliate of the Austin Peay State University Foundation.

Section 2. Deposits and disbursements:

1. All dues and financial contributions shall be made payable to the Austin Peay State University Foundation, designated for The Woodward Library Society.
2. Budgets and expenditures must be approved by the Board, and requests to the Foundation to issue checks on behalf of the Society shall be signed by the President or the Treasurer of the Society, or by the Director of Library Services. Expenditures must be authorized by the Foundation.
3. Documentation and reports for all receipts and expenditures from the Society’s funds shall be maintained by the Director of Library Services.

Section 3. Expenditures shall be restricted to funds necessary for the operation of the Society, and for the purchase of library resources and related processing costs, library equipment, library staff training and development, and special projects as determined by the Director of Library Services and the Board, and approved by the Foundation.

Section 4. The Board may assist in administering special gifts in accordance with the terms of the gift.

Article VIII: Organizational Phase

Section 1. There shall be a period of time known as the “organizational phase,” to be defined as running from the date of approval of the Society’s Constitution and Bylaws through June 30, 2010.

Section 2. In order to become effective, the Society’s Constitution must be ratified by a two-thirds majority vote of the members of the Austin Peay Friends of the Library Steering Committee, hereafter known as the “Steering Committee.” If a member is unable to attend the meeting in person, a proxy vote may be made in writing and filed with the Director of Library Services prior to the meeting at which the vote shall be conducted.

Section 3. These Bylaws may be revised prior to approval. To be enacted these Bylaws must be ratified by a two-thirds majority vote of the members of the Steering Committee. If a member is unable to attend the meeting in person, a proxy vote may be made in writing and filed with the Director of Library Services prior to the meeting at which the vote shall be conducted.

Section 4. Upon approval of these Bylaws, the sub-committees of the Steering Committee shall become the standing committees of the Society, except that there shall be no Organization and Bylaws Committee.

Section 5. During the organizational phase, the Officers and the Board of Directors shall be nominated and elected by the members of the Steering Committee. If a member is unable to attend the meeting in person, a proxy vote may be made in writing and filed with the Director of Library Services prior to the meeting at which the vote shall be conducted.

Section 6. To allow for staggered terms of office for the Officers, the terms of office of the initial President and Vice President / President-elect shall expire on June 30, 2010. The terms of office of the initial Secretary and Treasurer shall expire on June 30, 2011.

Section 7. To allow for staggered terms of office for the Directors, the terms of one-half of the elected Directors shall expire each year. At the time of the initial election of Directors, six Directors shall be elected; those Directors must draw lots to determine which three shall serve one-year terms expiring on June 30, 2010, and which shall serve two-year terms expiring on June 30, 2011.

Section 8. Tickets to the inaugural fundraising event on April 30, 2009, shall not be included with any category of membership.

Section 9. Upon approval of the Constitution and the Bylaws, and with the election of the initial group of individuals serving as Officers and Directors, the Steering Committee shall cease to exist and shall be replaced by the Board of Directors and the Standing Committees of The Woodward Library Society of Austin Peay State University.

Article IX: Amendments to These Bylaws

These Bylaws may be amended by a majority vote of the Board of Directors, and ratified by a majority vote of members present and voting at a general membership meeting.

Amendments approved at the Annual Membership Meeting, March 20, 2012; Elaine Berg, President.

Amendments approved at the Annual Membership Meeting, April 22, 2010; Dottie Mann, President.

Approved at the inaugural meeting of the Woodward Library Society Board of Directors, March 19, 2009.