By-Laws

FRIENDS OF THE KINGSPORT CITY ARCHIVES

 Date: OCTOBER 21, 2008

 ARTICLE I. Name

The name of this organization shall be Friends of the Kingsport City Archives.

ARTICLE II. Mission

The mission of this organization shall be to maintain an association of people to support, promote and enrich the Archives Division of the Kingsport Public Library in providing services and opportunities for the community.

ARTICLE III.  Non-Profit

This organization shall be a non-profit organization and no officer or board member shall receive monetary compensation for services rendered in those capacities. This organization shall be incorporated as a non-profit corporation. In the event of any liquidation or dissolution of this organization, all of the property and assets thereof shall become the property of the City of Kingsport or its successor and shall be for archives purposes.

ARTICLE IV.  Membership

Section 1.    Membership in this organization shall be open to all individuals in sympathy with its purposes, upon payment of annual dues.  Membership shall be for a period of one year; January 1 to December 31.

Section 2.    Each member shall be entitled to one vote.

Section 3.    Non-voting members shall include honorary members, volunteer members, and Emeritus Board Members. The Emeritus Board Members will consist of former Board of Directors who have reached their 80th birthday. The Emeritus Board will serve the Friends of the Kingsport City Archives in an advisory capacity and may attend meetings.

Section 4.    Honorary Members shall be persons or organizations so designated by a majority vote of the Board of Directors for having made a particular contribution to this organization.  Honorary memberships shall be granted for life and shall be dues free and non-voting.

ARTICLE V. Dues

Section 1.    The annual dues shall be $10.00.

Section 2.    The annual dues shall be payable beginning 1 October for the following year.

Section 3.    Dues may be changed by a 2/3 vote of the Board of Directors.

ARTICLE VI. Officers and Terms of Office

Section 1.    The officers of the organization shall be President, Vice-President, Secretary, and Treasurer.

Section 2.     Terms of the officers shall be for a period of two years, beginning January 1 of the year after election.

ARTICLE VII. Duties of Officers

The officers shall have the usual duties and authorities exercised by officers of a non-profit organization.

Section 1.    The President shall preside at all general meetings and Board meetings, and shall perform all duties appropriate to the office.

The President shall:

by virtue of his/her office be Chairman of the Board of Directors.

present at each annual meeting of the organization an annual report of the work of the organization.

appoint all committees, temporary, or permanent.

See all books, reports and certificates as required by law are properly kept or filed. Be one of the officers who may sign the checks or drafts of the organization.

Section 2.    The Vice-President shall, in the event of the absence or inability of the President to exercise the office, become acting president of the organization with all the rights, privileges, and powers if elected president.

The office of Vice-President may remain unfilled if no person is nominated as a candidate for that office.

Section 3.    The Secretary shall keep minutes and records of all general meetings and meetings of the Board of Directors.

The Secretary shall:

file any certificate required by statute, federal, or state.

be one of the officers required to sign checks and drafts of the organization.

present to the membership at any meetings any communication addressed to him as Secretary of the organization.

Submit to the Board of Directors any communication which shall be addressed to him as secretary and attend to all correspondence of the organization.

Section 4.    The Treasurer shall have charge of all money and prepare the annual financial report. He shall cause to be deposited in a regular business bank or trust company funds of the organization, at interest, when possible. The board of Directors may cause/direct the treasurer to invest or expend funds in support of the Friends of the Kingsport City Archives’ mission.

The treasurer must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the treasurer to sign checks upon it.

Officers shall be members of the Board of Directors.

Vacancies in the offices of this organization occurring between annual elections may be filled by a majority vote of the Board of Directors for the balance of the unexpired term.

ARTICLE VIII. Board of Directors and Terms of the Board of Directors

Section 1.    The Board of Directors shall consist of the officers of this organization, chairpersons of the standing committees, and other members elected to the board at the organization’s annual meeting. The Board of Directors shall also consist of the Director of Library Services, the City Archivist, and one member of the Library Commission.

Section 2.    The directors to be chosen for the ensuing year shall be chosen at the annual meeting of this organization in the same manner and style as the officers of this organization and they shall serve a term of three years. 1/3rd of the Board of Directors will be elected each year.

Section 3.    A majority of the members of the Board of Directors at any regular or special meeting shall constitute a quorum. The meetings of the Board of Directors shall be set by each newly elected board.  A minimum of four meetings per year must be held.  A quarterly meetings is suggested.

Section 4.    The Board of Directors shall plan, direct, and implement the activities of the organization. It shall have power to act for the organization between general meetings. It shall be responsible for approving or disapproving all proposed expenditures unless otherwise directed by the membership. It shall make full reports of all activities at the annual meeting through the President.

Section 5.    The Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all directors of such meeting.

Section 6.    Each director have one (1) vote and such voting may not be done by proxy.

Section 7.    In the interim between annual membership meetings, additional directors may be elected by a majority of the members of the Board of Directors to serve for the balance of the year.

ARTICLE IX.  COMMITTEES

Section 1.    All committees, both standing and special, as are necessary to achieve the work of the organization, shall be appointed by the President subject to the approval of the Board of Directors. The President shall be an ex-officio member of all committees except the Nominating Committee.

Section 2.    The standing committees and their duties include the following:
  a.     Projects – to plan and carry out the proposed annual projects of the organization and to recommend a committee to execute these projects.
b.     Program – to plan and carry out programs for the public and for meetings of the membership during the year, and to recommend a committee to execute programs.
c.     Publicity to promote in the community events sponsored by the Friends of the Kingsport City Archives to provide promotional material such as brochures, newsletters, etc. subject to the approval of the Board of Directors.
d.     Finance to assist the treasurer with financial matters and to be responsible for fund raising and budgets.
e.     Membership to plan and carry out the annual membership drive for the Friends of the Kingsport City Archives and to maintain the roll of members.
   f.     Hospitality to plan and carry out receptions for members and the public and to provide refreshments for programs and for the staff.
g.     Newsletter to collect news, edit, and arrange for printing and mailing of the organization’s newsletter.
  h.     Volunteers – to solicit and maintain a list of volunteers and to work with the Board Members in giving these volunteers suitable responsibilities for Friends’ activities.

ARTICLE X. MEETINGS

Section 1.    An annual meeting of voting members of this organization shall be

set by the second quarterly meeting of the sitting Board Of Directors.  The Secretary shall cause to be mailed to every member in good standing at his address as it appears in the membership roll book of this organization a notice telling the time and place of such annual meeting.

Section 2.    There shall be no quorum requirement to conduct the business of this organization at annual or special meetings of the voting membership.

Section 3.    Special meetings of the voting membership of this organization may be called by the President when deemed necessary for the best interests of the organization. Notices of such meeting shall be mailed to all members at their addressee as they appear in the membership roll book at least seven (7) but not more than fourteen (1 4) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom called.

Section 4.    At the request of 1/3rd of the Board of Directors or 1/3rd of the voting members of the organization, the President shall cause a special meeting to be called but such request must be made in writing at least fourteen (1 4) days before the requested scheduled date. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

ARTICLE XI.  NOMINATIONS AND ELECTIONS

Section 1 .   At all meetings votes shall be viva voice, except that for election of officers ballots shall be provided and there shall not appear any place on such ballot any mark or marking that might tend to indicate the person who cast the ballot.

Section 2.    Elections shall be held at the annual meeting.

Section 3.    The Nominating Committee shall consist of three members appointed by the President and shall present its report at the annual meeting after having obtained the consent of the nominees before their names are presented. Additional nominations may be made from the floor.

ARTICLE XII.  FISCAL YEAR

 The fiscal year of the Friends of the Kingsport City Archives will be 1 January – 31 December.

ARTICLE XIII.  AMENDMENTS

 These by-laws may be altered, amended, replaced, or added to by an affirmative vote of not less than a majority of those members attending any regular or special meeting.

ARTICLE XIV.  PARLIAMENTARY PROCEDURE

Robert’s Rules of Order, latest edition, shall be the parliamentary authority in all matters not specified in the by-laws of this organization.

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