These Bylaws replace the original Constitution and Bylaws of the organization as of March 2021 in order to bring FHL documents into alignment with Southern Oregon University Foundation requirements for affiliate organizations. The Standing Rules are current as of April 1, 2021.
BYLAWS, Friends of the Hannon Library, An Affilliate of Southern Oregon University
Article 1: Name, Mission, and Governance
- The name of the organization is Friends of Hannon Library (referred to herein as "FHL"). The organization is an affiliate of the Southern Oregon University Foundation. FHL is not a separate non-profit corporation; rather, it operates within the Foundation, which is an Oregon nonprofit corporations qualified under Section501(c)(3) of the Internal Revenue Code.
- The mission of FHL is to advise and support the work of the Hannon Library, a program of Southern Oregon University, with regard to Fundraising and Public Relations. Such activities may include, but are not limited to, supporting student activities related to the Library, assisting in the growth and development of the Library's resources and services, creating and managing a lecture series that provides a forum for the discussion and ideas with community members, and fostering beneficial relations between the Library and residents of the region.
- The FHL shall be governed by a Board of Directors ("Board"). The Board will elect officers of the Board as prescribed by Article II, Section 2.
Article II: FHL Membership, Meetings, and Records
- Members of the Friends of the Hannon Library
Members of the Board
- a. FHL shall consist of any person, business, or organization interested in Hannon Library at Southern Oregon University.
- b. Membership in FHL is determined upon payment of the annual membership dues, the amount and timing of which may change from time to time as determined by the Board
- c. Honorary memberships in FHL may be granted by the Board upon a review of notable service to the Hannon Library.
- d. Membership records including names, contact information, and annual date and level of membership shall be maintained within the SOU Foundation and shall be available to the FHL Board and the Hannon Library University Librarian (referred to herein as "University Librarian").
Vacancies on the Board
- a. The FHL membership shall elect all members of the Board other than the ex officio members. The Board shall consist of at least seven (7) but no more than twelve (12) members whose terms shall be three years in length. Board representations shall include SOU faculty and/or staff, SOU students, and community members.
- b. Board members shall be elected by a majority of voting members present at the annual meeting of the Board held in April of each year. The term of each member elected shall commence immediately and conclude three years from the date of election. No more than two voting Board members shall be current members of the faculty or staff of Southern Oregon University. No Board member may serve more than three consecutive terms, and no more than two voting Board members shall be persons residing beyond the Rogue Valley.
- c. The University Librarian and/or staff designees and the Executive Director of the SOU Foundation (referred to herein as "Executive Director") or designee shal serve as ex officio, non-voting members of FHL.
- d. The Secretary shall maintain a record of members of the Board that includes contact information, the date that each member began his or her term, and the expected term expiration date.
- e. The following actions are expected of Board members: attendance at monthly Board meetings; attendance at the annual membership meeting; active participation in events and recruitment efforts.
Removal of Members
- a. A vacancy on the Board shall exist whenever there are fewer than the designated minimum number of members, due to death, resignation, disqualification, or other cause. A member may be removed as provided in Article IV if absent for three consecutive meetings without prior notice or if absent for four meetings during any given fiscal year.
- b. Vacancies on the Board other than the ex officio positions shall be filled by an affirmative vote of a majority of the remaining members. A member elected to fill that vacancy shall hold office for the balance of the unexpired term of the member's predecessor
- c. The Secretary shall hold responsibility for maintaining accurate records of meeting attendance and shall be responsible for informing the President if any Board member is within one meeting of possible removal.
Meetings of the Board
- a. Any member of the Board may be removed from the Board at any meeting of the Board at which a quorum is present by a majority vote of members present, and that such proposed action is stated in the notice of the meeting.
- b. Any vote to remove a member shall be conducted by secret ballot. The member proposed to be removed will not be present during the Board's deliberations.
Quorum; Actions by the Board
- a. The Board shall be required to hold an annual meeting of the membership and may add additional Board meetings as necessitated by the FHL and/or Library business. Board meetings shall be open to the FHL membership and shall occur monthly from September through May.
- b. The FHL President, in consultation with the University Librarian, shall determine the dates and locations of meetings of the Board. Members shall be informed of the time and place at least seven days prior to the meeting.
- c. The FHL President of University Librarian may call an emergency meeting. The University Librarian and/or FHL President will contact Board members to schedule a meeting and at the Board's earliest convenience.
- a. A majority of the Board's voting members, not including ex officio members, shall constitute a quorum for the transaction of business at any meeting. A minority of members, in the absence of a quorum, may convene from time to time but may not take any action that would be binding upon the Board.
- b. The vote of a majority of the members present at any meeting at which there is a quorum shall be an act of the Board. The Board may approve an act of the Board by written or voice consent. The Board may take action by email.
- c. The Board members may appear at a meeting of the Board by means of telephone or video conference or similar communication system whereby all persons participating in the meeting can speak to and hear each other. Participation in a meeting in this matter shall constitute presence at the meeting.
- d. Any action which the law or the Bylaws require or permit the Board to take at a meeting may be taken without a meeting if a consent in writing setting forth the action taken is signed by all of the members entitled to vote on the matter. The consent, which shall have the same effect as a unanimous vote of the members, shall be filed in the records of the minutes of the next meeting of the Board.
Article III: Officers
- The officers of the Board shall be President, Vice President, Secretary, and Treasurer. The Board shall elect officers at its annual meeting for a one-year term beginning July 1, following the annual meeting. If there should be a vacancy in an officer position during a term, the Board shall elect a replacement as soon as practical to fulfill the remainder of the term.
- Powers and Duties of Officers
- a. President. The President of the Board shall preside at all meetings of the Board and have the power to call meetings of the Board of Directors. The President shall take the lead role in arranging speakers and other activities, with assistance from the Vice President and Library staff. The President shall serve as an Affiliate member of the SOU Foundation Board of Trustees. The President may appoint another officer of the Board to attend a meeting of the Foundation Board if the President is unable to attend. That representative will assume voting rights of the President.
- b. Vice President. The Vice President shall have the power to discharge the duties of President in the absence or infirmity of the President, and will actively assist the President with programs and meetings.
- c. Secretary. The Secretary shall ensure that accurate and complete records are maintained of Board member information and terms of office, minutes and actions of the Board of Directors, including the annual meeting, and that notices of all meetings are provided.
- d. Treasurer. The Treasurer shall work with the SOU Foundation Executive Director or designee to provide periodic budget and fundraising reports to the Board and FHL membership, and to coordinate budget and fundraising matters with the University Librarian.
Article IV: Nomination of Members and Officers
- An ad hoc Nominations Committee shall nominate qualified persons to fill Board and officer positions after a recruitment and qualification review. Any member of the Board may propose another person to fill a Board or officer position.
- Board and Officers shall be elected at the annual meeting of the Board.
Article V: Standing and Ad Hoc Committees
- The Board may form ad hoc committees as needed, which may include individuals who are not members of the Board.
Article VI: Financial Management; Review of Records
- All monies received from whatever source shall be deposited with the SOU Foundation in accounts in the name of Hannon Library. Expenditures from said accounts shall be made by the University Librarian. The University Librarian, in consultations with the Board Treasurer, shall reconcile Board records and address any discrepancies.
- All records of the Board, including but not limited to, books, records, accounts, meeting notes, and exhibition records shall be open to inspection by members of the Board, the SOU Foundation, and the University Librarian. FHL records will be archived at the Library.
Article VII: General Provisions
- The Bylaws may be amended or revised only by two-thirds vote of the membership present at the annual meeting, after the membership has been notified by mail or email 30 days prior to the meeting. Proposed revisions to FHL Bylaws must be approved in advance by the SOU Foundation.
- Whenever an amendment, repeal, or new Bylaw is adopted, the Secretary shall ensure that the amendment or revision date is entered below the final signature and that the new version of the Bylaws is attached as an exhibit to the Board's minutes.
- WHen written notice to any member is required by the Bylaws, such notice may be delivered by United States Postal Service, by hand, or by email. A member will acknowledge receipt of written notice by signing a written notice or by a replay-all return email.
- The Board shall follow Robert's Rules of Order unless other action is prescribed in the Board Bylaws.
STANDING RULES, Friends of the Hannon Library, April 1, 2021
Standing rules are supplemented to the Bylaws and include procedural information for the organization. They can be created, modified, or repealed by a majority vote. A particular standing rule can be set aside by unanimous consent at a meeting, but that does not eliminate it.
Board meetings (also see Bylaws)
- a) Friend levels (aka "memberships") for FHL are as follows:
$35 OLLI Individual
$55 OLLI Family
$2,000 Lifetime Family
- b) Memberships expire one year from payment of the annual dues.
- c) Dues are waived for student members of the FHL Board.
- a) Monthly business meetings will be held September through May.
- b) Regular business meetings of the Board will be on the first Thursday of the month, at a time and place to be determined by the Board and University Librarian.
- c) Meetings may be in person, by telephone or video conferencing, or by a combination of live and remote methods.
- d) Emailed notice of the meetings, including an agenda, will be distributed by the President no less than one week in advance of the meeting.
- e) The annual meeting will be held in April and will include approval of changes as required by the Bylaws; information about past and future lecture series; other business; and a report by the University Librarian
- f) The general membership will be informed of the schedule of Board meetings, events, and the annual meeting through the FHL/Hannon Library website and occasional emailed newsletters and messages.
- g) Vote to remove a Board member as defined in the Bylaws will be by secret ballot. Minimum attendance requirements may be waived for members with extenuating circumstances such as protracted illness, class schedule, teaching schedule, athletics. It will be the Secretary's duty to notify the President when a member is one meeting away from removal.
- a) During the academic year the FHL will sponsor a Speaker Series
- b) Board members are expected to assist with the choice of presenters, planning, and promoting the events, and to attend the events.
- c) Lecture series announcements will be prepared and shared via email by Hannon Library staff and will include information about and donation links to FHL.
- d) Membership donations will be promoted at each event.
- e) Records will be kept including number of participants at events.
- f) Plans will be made for follow-up surveys after each event.
- a) Donations in the form of memberships are FHL's most significant means of raising funds to support the Hannon Library.
- b) By mid-March each year the FHL will submit a report on proposed additional fundraising to the SOUF for inclusion in the SOUF operating budget.
- c) An ad hoc committee will be formed to suggest ways to increase fundraising.
- a) The University Librarian will provide quarterly information about FHL receipts, memberships
- b) The University Librarian will report to the Board on how FHL donations are being used for book purchases, collections, etc.