Constitution

Article I: Name

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

Article II: Purpose

Section 1. The Society shall be a non-profit organization affiliated with the Austin Peay State University Foundation.

Section 2. The purpose of the Society is to strengthen the resources of the Felix G. Woodward Library and to increase awareness of those resources. The Society shall thus seek to maintain an association of persons interested in strengthening and advancing the Library, providing and attracting financial support for the Library, sponsoring events and activities consistent with the purpose and mission of the Library, and promoting the Library’s visibility by demonstrating its value as the center of a learning enterprise.

Article III: Membership

Section 1. Membership in the Society is open, upon payment of dues, to any person, business, or organization that shares in the purpose of the Society.

Section 2. Categories of membership and corresponding dues shall be set forth in the Bylaws.

Article VI: Governance

Section 1. A Board of Directors, hereafter called the “Board,” shall be the means of governing the Society. The Board shall manage the business and affairs of the Society. Board members shall be elected by a majority vote of the members present and voting at the general membership meeting of the Society. The Board shall fill, by appointment, any vacancies occurring in any Board of Directors seat to finish the unexpired term.

Section 2. The Board of Directors shall consist of five Officers: a President, a Vice President / President-elect, a Secretary, a Treasurer, and the immediate Past President. Six members of the Society, nominated and elected on an at-large basis, shall be known as Directors and shall serve as additional members of the Board. All Officers and Directors shall have voting privileges.

Section 3. Ex-officio members of the Board shall be the Director of Library Services and other individuals as specified in the Bylaws. Ex-officio members shall have voting privileges on the Board.

Section 4. The President shall be the chief Officer of the Society, fulfilling all of the normal duties of that office including, but not limited to, presiding at all the meetings of the Board of Directors and of the membership, conducting the business of the Society with the concurrence of the Board of Directors, affixing an official signature to Society documents, and representing the Society in an official capacity. At the completion of his/her term of office, the President becomes Past President.

Section 5. The duties of the Vice President / President-elect shall be to assist the President in the fulfillment of the latter’s duties and to act on behalf of the President in the event of the latter’s absence. The Vice President / President-elect shall be the Chair of the Nominating Committee. The Vice President / President-elect shall automatically succeed to the Presidency at the end of the President’s term of office.

Section 6. The Secretary shall be responsible for maintaining all records and the minutes of Board and membership meetings, conducting all official correspondence, and compiling a list of eligible members for use in ballots requiring a mail vote.

Section 7. The Treasurer shall be responsible for maintaining the financial records, certifying the accuracy of all requests for expenditures of funds, and preparing reports of income and expenses. The Treasurer shall deliver a report at each meeting of the Board and of the full membership.

Section 8. To facilitate continuity, the immediate Past President shall serve as an Officer of the Board.

Section 9. Directors shall be responsible for representing the general membership of the Society, attending and participating in Board meetings and other activities of the Society, and participating as a member of one or more committees of the Society.

Article V: Committees

Section 1. Standing committees of the Society shall be recommended by the Board as appropriate, and defined and established in the Bylaws.

Section 2. Ad hoc or special committees may be created by the Board as is deemed appropriate.

Article VI: Funds

Section 1. The University Advancement Office shall receive all financial contributions and credit them to the account of The Woodward Library Society of Austin Peay State University, an affiliate of the Austin Peay State University Foundation.

Section 2. Responsibility for allocation and disbursement of monies contributed to the Society, except for the operating expenses for the Society, rests with the Director of Library Services, who shall inform the Board of the use of the funds.

Section 3. Contributions to the Society may not be used for library administrative costs, routine library operations, or new construction unless specifically so designated by a two-thirds majority vote of the Board.

Section 4. In the event of dissolution or disbandment of the Society, all assets of the Society shall remain in the Society’s account of the Austin Peay State University Foundation, and may be used at the discretion of the Director of Library Services.

Article VII: Procedure

Section 1. Bylaws of The Woodward Library Society of Austin Peay State University shall be developed and codified to provide direction and guidance for the operation of the Society. Amendments to the Bylaws must be ratified by a majority vote of members present at a meeting of the Society members.

Section 2. In order to facilitate the establishment, organization, and initial operation of the Society, a period of time known as the “organizational phase” shall be created, defined, and implemented in the Bylaws.

Article VIII: Amendments

Section 1. This Constitution may be amended at a regular meeting of the general membership, or at a special meeting of the general membership called for that purpose, provided that notice of proposed amendments shall have been distributed in writing to all members by the Board of Directors at least 14 days prior to said meeting.

Section 2. Amendments to the Constitution must be approved by a two-thirds majority of those members present and voting.