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Bylaws

Article I: Name

The organization shall be called: The Friends of the Harold G. Andersen Library of the University of Wisconsin-Whitewater, hereafter called "Friends."

Article II: Purpose

The purpose of the Friends shall be to maintain an association of persons interested in strengthening the University Library, enhancing its collections, facilities and services, and promoting its usefulness.

Article III: Membership

Section 1, All UW-Whitewater students, faculty, staff and alumni; members of the general public; and organizations are welcome as members of the Friends upon payment of annual membership dues.

Section 2, The categories of membership will be established by the Board.

Section 3, Voting at regular and special meetings shall be by individuals present, or, in the case of votes by mail, of all eligible members. In the case of family memberships, two members of such families shall be eligible to vote. In the matter of business/corporate memberships, each organization shall be entitled to one vote cast by an authorized representative.

Article IV: Finance

Section 1, Dues are payable on or before (June 30) of each year. The membership year is from (July 1-June 30). Dues for each of the various classes of membership shall be set by the Board of Directors.

Section 2: Deposits and disbursements:

A. All dues and funds shall be made payable to the Friends of the UW-W Andersen Library.

B. Contributions are tax-deductible to the extent allowed by law.

C. Budgets and expenditures must be approved by the Friends Board of Directors, and requests to the UW-W Foundation to issue a check on behalf of the Friends shall be signed by either President or Treasurer of the Friends or Library Director.

D. Reports of receipts and expenditures from Friends' funds shall be given by the Treasurer at each regular business meeting.

Article V: Officers of the Friends

Section 1, The officers of the Friends shall be President, Vice-President, Secretary, and Treasurer. Each officer shall serve a term of two (2) years and all officers are automatically members of the Board of Directors.

Section 2, The President shall be the chief officer of the Friends, 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 association with the concurrence of the Board of Directors, affixing an official signature to association documents, and representing the Friends in an official capacity. At the completion of the term of office, the President becomes Past-President.

Section 3, The duties of the Vice-President 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.

Section 4, The Secretary shall be responsible for maintaining the Friends records and the minutes of all Board and membership meetings, conducting all official correspondence, and compiling a list of eligible members for use in ballots requiring a mail vote.

Section 5, The Treasurer shall be responsible for maintaining the financial records, certifying the accuracy of all requests for expenditures of funds, and preparing necessary reports of income and expenses. The Treasurer shall deliver a complete annual report at the Annual Meeting of the Friends.

Section 6, The officers shall be elected at the Annual Meeting of the Friends by a majority of those present. The Nominations and Elections Committee of the Board shall present a list of one (1) nominated candidate for each office and nominations shall be accepted from the membership during the meeting. If an elected member of the Board of Directors is elected as an officer of the Friends, his/her term as a Director is declared vacated and a new Director shall be elected to fill the term.

Section 7, At the time of the initial election of Officers, the Secretary and Treasurer will serve one (1) year terms to allow for staggered terms of officers.

Section 8, All officers 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 members of the Board (excluding ex-officio members) shall be required to remove an officer from office. The Board shall have the authority to appoint a person to fill any vacancy occurring through the resignation, incapacity, or removal from office on an interim basis until the next Annual Meeting.

Article VI: The Board of Directors

Section 1, The executive authority of the Friends shall be vested in a Board of Directors, the responsibilities and duties of which shall include, but not be limited to: (1) with approval from UWW Foundation, 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 Friends and within state and Foundation guidelines; (3) recommending a schedule of dues and establishing benefits for each of the membership categories; and (4) planning events and meetings of the membership.

Section 2, The Board of Directors shall consist of the four (4) officers of the Friends (see Article V); the past president, six (6) Directors elected by the membership; and three (3) ex officio, nonvoting members as follows: The Director Library Services of the Andersen Library; the Chair of the University Library Committee, and a representative appointed by the Chancellor. Each elected Director must be a member of the Friends at the time of election and shall serve a term of two (2) years. A quorum for conducting business shall be defined as fifty percent (50%) of the eligible voting members of the Board, at least one of whom must be an officer of the Friends.

Section 3, All Directors 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 Director 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 Director shall serve until the expiration of the vacated term.

Section 4, The terms of one-half of the elected Directors shall expire each year. The Past President shall serve one two-year term. At the time of the initial election of Directors, six (6) Directors shall be elected; these Directors will draw lots to determine which three shall serve one (1) year terms, and which shall serve two (2) year terms.

Section 5, Any Director may seek reelection at the expiration of his/her term.

Section 6, All Directors shall be elected at large by a majority of those present at the Friends Annual Meeting. The Nominations and Elections Committee shall propose a list of candidates for expiring terms and nominations shall be accepted from the membership prior to the voting.

Section 7, The Board of Directors must hold at least two (2) meetings during any twelve (12) month period.

Section 8, The president, with the concurrence of the Board of Directors, shall appoint the Chairs and members of the standing committees and the Chairs and members of any ad hoc or special committees as may seem appropriate. The standing committees of the Board shall be: Membership, Development, Nominations and Elections, and Programs and Outreach. The Chair of each committee will deliver a report of the committee's activities at each Annual Meeting of the Friends. Each committee will have at least one Director as a member for liaison with the Board.

Article VII: Meetings

Section 1, Unless otherwise authorized by the Board of Directors, the annual election of Directors, biennial election of officers, and business meeting of the membership will be held in the fall of each year on a date to be determined by the Board of Directors.

Section 2, A quorum for conducting business at the Annual Meeting shall include at least a quorum of the Board as defined in Article VI Section 2.

Section 3, The Board of Directors shall meet at least twice each year and at other times as called by the president or by any five (5) Directors, one of whom must be an officer of the Friends or by petition of 10% of the membership.

Section 4, All meetings shall be conducted according to Robert's Rules of Order.

Article VIII: Amendments to These Bylaws

These Bylaws may be amended at the Annual Meeting of the Friends, or at a special meeting called by Petition of 10% of the membership, by two-thirds vote of those members present or by a two-thirds vote of all eligible members voting by a mail vote, provided that notice of such proposed amendments is mailed to all members at least two weeks before said meeting or the deadline of such mail vote.

Article IX: Organizational Year

There shall be a period known as the "Organizational Year," to be defined as running from the date of ratification of these bylaws through (June 30, 2000).

A. The board of Directors shall consist of those persons who have volunteered to serve as Directors except that they shall not exceed twenty-five (25) in number.

B. A quorum for the conducting of business shall be defined as seven (7) Directors, at least one of whom must be an officer of the Friends.

(Adopted by the Friends of the Andersen Library Steering Committee 1/28/99.  Revised at the 11/5/02 annual business meeting )