Bylaws

Article I:  Name

       The organization shall be called:  The Friends of the UWM Golda Meir Library, hereafter called "Friends."

Article II:  Purpose

       We promote the Libraries’ leadership in teaching, research and public services.  We accomplish this through participation in activities that heighten community awareness and advance the Libraries’ vital purpose.

Article III:  Membership

       Section 1.  All UWM students, faculty members, staff, and alumni; members of the Milwaukee community; and organizations are welcome as members of the Friends upon payment of annual membership dues.

       Section 2.  The Board of Directors of the Friends may recommend to the membership special recognition for contributions to the Friends or to the Libraries, including honorary life membership.

       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 organizational 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 the anniversary date of sign up of each year.  The membership year is a rolling date from date of sign up to end the same month, one year out.  Dues for each of the various classes of membership shall be proposed by the Friends Board of Directors and ratified by the membership.

    Section  2.  Deposits and disbursements:

A.    All dues and funds shall be made payable to the Friends of the Golda Meir Library.

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

C.    Expenditures of less than 10% of the Friends’ total assets may be made by the Executive Committee of the Board.  Expenditures in excess of 10% of the Friends’ total assets must be approved by the Friends Board of Directors, and requests to make payments on behalf of the Friends shall be approved by the Treasurer or the President of the Friends.

D.    Reports of receipts and expenditures from Friends’ funds shall be given by the Treasurer at each regular meeting of the Executive Committee and of the Board of Directors, and at the Annual Meeting.

 Article V:  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 whom shall include, but not be limited to:  (1) raising funds by any means not expressly forbidden by these bylaws or by any law or Statute; (2) allocating and expending such funds in furtherance of the purposes of the Friends; (3) recommending a schedule of dues and establishing benefits of each of the various classes of members; 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 VI); sixteen (16) Directors elected by the membership; two (2) Directors appointed by the UWM Alumni Association; one (1) Director appointed by the UWM Foundation; and two (2) ex officio, nonvoting members as follows: the Director of the UWM Libraries and the Chair of the University Libraries Committee.  (One position may be designated as a Parliamentarian and may attend Executive Committee meetings.)

        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 members of the Board (excluding ex officio members) shall be required to remove a Director from office. The President shall, with the concurrence of the Executive Committee, have the authority to appoint a person to fill any vacancy occurring on the Board; the appointed Director shall serve out the unexpired portion of the term until the term is up for re-election.

       Section 4.  The term of office for a Director at large shall be 4 years.  The terms of one‑quarter of the elected Directors shall expire each year.  The Past President shall serve a two‑year term renewable if the current president is reelected.

       Section 5.  Any Director may seek reelection at the expiration of his/her elected or appointed first term.  Directors may only serve two consecutive terms, and must be off the Board forone year before they may be re‑appointedor re-elected.

       Section 6. Directors shall be elected at large by a majority of those present at the Friends Annual Meeting. The Nominating 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 President, with the concurrence of three other officers of the Board, shall appoint the Chairs and members of the standing committees and the Chairs and members of any ad hoc committees as may seem appropriate.  The standing committees of the Board shall be:  Development, Program, Membership and Nominating.  The Chair of each committee will deliver a report of the committee’s activities at each Annual Meeting of the Friends.

       Section 8.  The officers of the Board and the Chairs of the standing committees shall serve as voting members of the Executive Committee of the Board.

       Section 9.  All Board members, following completion of their service on the Board, shall be invited to become directors emeriti and shall receive notification and agendas of Board meetings for one year following.

Article VI:  Executive Committee

      Section 1. The Executive Committee shall consist of ten (10) members as follows:  the four (4) officers of the Board (President, Vice President, Treasurer and Secretary); the four (4) Chairs of the standing committees; the Past President; and the Director of the Libraries (non‑voting, ex officio).

       Section 2. The duties of the Executive committee shall be to act on behalf of the Board, during the interval between board meetings, in all matters related to the operation of the Board, including, but not limited to the duties stated in Article V, Section 1, of the bylaws, except those actions requiring full Board or membership approval as specified elsewhere in the bylaws.

       Section 3. Five (5) voting members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting of the Committee.

Article VII:  Officers of the Friends

       Section 1. The officers of the Friends shall be a President, Vice‑President, Secretary and Treasurer.   Officers have 2-year terms that must be co-terminus with their board member terms. Officer’s terms may be renewable.

       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 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 elections requiring a mail vote.

       Section 5.  The Treasurer shall be responsible for maintaining the financial records, certifying the accuracy of all requests for expenditure of funds, and preparing quarterly reports of income and expenses.  The Treasurer shall deliver a financial report covering the year 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 Nominating Committee of the Board shall present a list of at least one (1) nominated candidate for each office and nominations shall be accepted from the membership during the meeting.

       Section 7.  The terms of the officers shall be staggered.

       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 for cause.  The Board shall have the authority to appoint a person to fill any vacancy occurring through resignation, incapacity, or removal from office on an interim basis until the next Annual meeting.

Article VIII:  Meetings

       Section 1.  Unless otherwise authorized by the Board of Directors, the annual election of Directors (4-year terms), officers (2-year terms), and business meeting of the membership will be held in the spring of each year on a date to be determined by the Board of Directors.

      Section 2.  A quorum for conducting business at the Annual Meetings shall be defined as those persons present at such meetings.

       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 Roberts Rules of Order (Revised).     

Article IX:  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 a 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.