Friends Constitution and By-Laws

CONSTITUTION

Friends of the University of Wisconsin-Madison Libraries

Article I.  The purpose of this organization shall be to stimulate interest in the growth and public awareness of the University of Wisconsin-Madison Libraries.

Article II.  Membership in the Friends shall be open to those who pay a designated membership fee, donate to the Libraries at a designated threshold, or whose in-kind donations are of substantial value.   

Article III.  The affairs of the Friends shall be managed by a Board of up to 22 Directors, four of whom shall be elected as President, Vice President, Secretary, and Treasurer. The immediate Past President shall remain as a member of the Board whether or not an elected Director.

Article IV.  Monies received by this organization shall be credited to the University Gift Account or the University of Wisconsin Foundation and Alumni Association as appropriate. Funds may be expended in keeping with the purpose of the Friends as stated in Article I.  Authorization of at least one officer is required to spend funds.

Article V. This Constitution may be amended by majority vote of Friends present at any Annual Meeting of the Friends providing notice of the proposed amendment has been given in the call to the meeting or by a majority of respondents to a mail ballot.

(Adopted January 21, 1958; revised and amended April 9, 2003revised and approved by membership May 18, 2016)

BY-LAWS

Friends of the University of Wisconsin-Madison Libraries

Article I.  The Board of Directors shall consist of up to 22 members, each of whom is elected by the Board of Directors and serves a term of three years.  The terms shall expire in a sequence which will ensure continuity on the Board. Directors may continue to be elected to successive terms.  The Board may also appoint ex officio members without voting rights.

Article II.   The officers of the Friends shall be a President and Vice-President, each elected to a one-year term, and a Secretary and Treasurer, each elected to a two-year term. Officers are elected at the Annual Meeting by majority vote of the members present.  The term of officers shall begin at the close of the Annual Meeting at which they are elected.  All officers are eligible for reelection, their terms not to exceed four consecutive years in office.

Article III.   All members of the Board shall serve until the expiration of their terms except that they shall serve until their successors have been elected and qualified.  An affirmative vote of two-thirds of all current members of the Board shall be required to remove an officer or Board member from the Board.  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.  In addition to the 22 members already provided for in these By Laws, the Board of the Friends will invite a University of Wisconsin-Madison student to be a special voting member of the Board, a position renewable annually, but with the tenure of a single person not to exceed three years.  The Board will annually review the concept of the student member of the Board.

Article IV.  There shall be at least one meeting of the Friends held in the spring of the year and designated as the Annual Meeting.  Meetings of the Board of Directors may be held at the discretion of the Board and shall occur at least four times per year.  Meetings of the Board are open to the membership.

Article V.  The Treasurer shall provide an annual financial report to the membership.

Article VI.  A quorum of the Board for conducting business shall be defined as 50% of the eligible voting members of the Board, at least one of whom must be an officer.

Article VII.  These By-Laws may be amended at any Annual Meeting of the Friends by a majority vote of the members present providing notice of the proposed amendment has been given in the call to the meeting or by a majority of respondents to a mail ballot.

(Adopted January 21, 1958; revised April 9, 2003, approved by the membership, April 18, 2003, revised and approved by membership May 18, 2016)