Section 1.  The name of this organization shall be Friends of the North Carolina Library for the Blind and Physically Handicapped.
ARTICLE II:  Purpose
Section 1.  The purpose of this organization shall be to promote excellent library services to the citizens of our state who are blind or physically disabled; to support, either directly or indirectly, the programs of the Library and to offer advice when appropriate; to foster close relations between our Library and the citizens of our state; to promote knowledge of the Library’s functions, resources, services, and needs; and to provide the means for members to exchange ideas, information, and experience so that all may read.
Article III:  Membership
Section 1.  Membership in this organization shall be open to all individuals and organizations in sympathy with its purpose.
Section 2.  Each member, individual or organization, shall be entitled to one (1) vote, either in person, or by mail ballot on matters requiring a full vote of the membership.

Article IV:  Officers and Board of Directors
Section 1.  The Board of Directors shall consist of (a) four officers:  President, Vice President, Treasurer and Secretary; (b) the immediate Past President; and (c) up to ten (10) Directors.  The Board of Directors shall set the number of elected Directors between a minimum of five (5), and a maximum of ten (10), as it deems necessary. The Library Liaison, as directed by the Memorandum of Agreement between the Friends of the NCLBPH and the NC Department of Cultural Resources, shall serve as an  ex officio, non-voting member of  the Board of Directors. 

Section 2.  Officers and Directors shall be nominated by the Nominating Committee. The Nominating Committee may seek nominations from the general membership by means including but not limited to the Tarheel Talk newsletter and the Organization’s web site. Consent of the nominees shall be obtained prior to the election.  Whenever possible, the Nominating Committee shall attempt to ensure geographic and cultural diversity among the officers and on the Board. 

Section 3.  Officers and Directors shall be elected by a majority of those voting by a mailed ballot election.  Ballots shall be mailed out during the month of April.  Balloting will be closed on the first day of June.  The ballots shall be counted, and the President and Secretary shall notify those elected.  New terms shall begin on the first day of July following election.

Section 4.  All officers and directors shall serve a term of two (2) years.

Section 5. All members of the Board of Directors must be members in good standing of the Organization. 

Section 6.  No member shall hold more than one (1) office at a time, and no member shall be eligible to serve more than two (2) consecutive terms in the same office. This limitation of terms does NOT apply to the offices of Treasurer and Secretary.

Section 7. Vacancies – (A)  The Board of Directors may declare as vacant the position of any Officer or Director who misses three (3) consecutive meetings of the Board of Directors. 
(B) A vacant office shall be filled by election of the Board of one of the remaining Board members to fill the office. That individual may complete the unexpired terms of the office and is eligible to run for two consecutive terms. 
(C)  Vacancy of a Director’s position shall be filled by the Board of Directors for the unexpired term.  In the event of a vacancy on the Board, the members of the Board shall appoint an individual from the general membership who is a member in good standing of the Organization to serve for the remainder of the term.   Any person appointed in such a manner would be eligible to stand for two terms on the Board in addition to the term he/she is finishing.  

Section 8.  The officers shall have the following duties and any others deemed necessary by the Board or President: 
(A) President: shall be the Chief Executive Officer of the Organization, and subject to the instructions of the Board of Directors; he/she shall have general charge of the business and property of the organization and preside over the Board of Directors and employees. The President shall preside at all meetings of the membership and of the Board of Directors at which he/she may be present. The President shall perform such other duties as from time to time may be assigned by the Executive Committee.
(B) Vice President: shall, at the request of the President, or in his/her absence or disability, perform all the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties and have such authority as from time to time may be assigned by the Executive Committee.
(C) Treasurer: shall have charge and custody of and be responsible for all funds and securities of the organization.  The Treasurer shall receive and give receipts for monies due and payable to the organization from any source whatsoever; deposit all such monies in the name of the organization in such banks, trust companies, or other depositories as shall be selected by the Finance Committee; develop an annual budget to be presented to the Board of Directors; and in general perform all the duties customary to the office of Treasurer:   The Assistant to the Treasurer (a non-Board staff position)  shall work under the direction of the President and Treasurer and shall have duties assigned as appropriate.
(D) Secretary:  shall  prepare written minutes of all Board of Directors and General Membership meetings;   notify the Nominating Committee of the officers and directors  whose terms expire so that a ballot can be developed for the annual election;    with the President verify the results of all elections and any other votes of the general membership; initiate any correspondence as directed by the Executive Committee, President, or Board of Directors; perform other duties as directed by the President, Executive Committee or Board. 
(E) Immediate Past President: shall assume a position on the Executive Committee upon completion of his/her term of service as president; he/she will chair the Nominating Committee; accept special assignments given by the President or by the Board.
The Immediate Past President will remain a part of the Executive Committee for the duration of the new president’s term.  The Immediate Past President will leave the Board upon election of a new president.  He/she is then eligible to stand for election to the Board in a different capacity.  

Section 9.   All officers and members of the Board of Directors are subject to the Code of Conduct policy.  Any members violating the policy will be subject to discipline, up to and including dismissal or removal.   

Section 10.  The Board of Directors shall meet at least three (3) times each fiscal year.  Additional meetings of the Board may be called by the President or by three members of the Board.

Section 11.  Five (5) members of the Board of Directors shall constitute a quorum for the purpose of transacting business.
Article V:  General Meetings of the Membership
Section 1.  General meetings of the membership may be called by the President, the Board of Directors, or upon written request of ten (10) members in good standing of the organization.  The purpose of the meeting shall be expressed in the call.  The time and place of the meetings shall be determined by the Board.

Section 2.  Members shall be notified by mail at least two (2) weeks prior to the date of any general membership meeting.

Section 3.  Ten (10) members shall constitute a quorum at any general membership meeting.

Article VI:  Dues
Section 1.  The annual dues shall be determined by the Board of Directors.
Article VII:  Committees
 Section 1.  The President shall appoint all standing committees except the Nominating Committee and the Executive Committee, and the President shall appoint all ad hoc  committees. All appointments shall be ratified by the Board of Directors.

Section 2.  There shall be an Executive Committee made up of the President, Vice President, Secretary, Treasurer, and Immediate Past President.  This committee shall be charged with conducting the business of the organization between Board of Directors meetings.  The Executive Committee shall notify the Board of Directors of any actions it takes at the next Board of Directors meeting.

Section 3.  There shall be a Nominating Committee composed of three (3) members. The Immediate Past President shall serve as Chair of this committee. Other members shall include one Board member (excluding the President) appointed by the Board and one member from the general membership appointed by the Board. The Committee shall develop a recommended ballot. The Nominating Committee shall attempt to achieve geographic and cultural diversity in its recommendations. The recommended ballot shall be presented to the full Board of Directors at its March meeting. 

Section 4.  There shall be a Finance Committee composed of four (4) members including the Treasurer, who shall be the chairperson.  The duties of this committee shall include: preparation of the annual budget, which shall be presented to the Board of Directors for approval at the last meeting of the fiscal year, review of the financial records and reports of the organization at least annually, and review of proposed financial policy changes and shall make recommendations to the Board of Directors for their approval.

Section 5.  There shall be an Investment Committee composed of at least four (4) persons who do not necessarily have to be members of the Board of Directors.  The Treasurer shall be a member of the Investment Committee, and may serve as the Chairperson.  It shall be the responsibility of the Investment Committee to monitor all investments of the organization, recommend changes in investments or policies to the Board of Directors, and report to the Board of Directors on the status of the investments on a quarterly basis.

Section 6. There shall be a Public Relations Committee (outreach) which shall, on request and after consultation with the librarian, provide outreach to organizations and groups to provide information about the NC Library for the Blind and the Friends of the NC Library for the Blind. Coordination between the Friends and the Library staff should occur to determine the organization that will provide this outreach. 
Give away items, brochures, and demonstration equipment will be made available to Friends volunteers to assist them with the outreach event.
Travel expenses and related driver expenses wil be reimbursed according to established travel reimbursement policy.
The President will appoint Board members to serve on the Public Relations Committee, but any Board member can volunteer to present at any requested outreach event.

Section 7.  There shall be a Membership Committee which shall report on the number of Friends members at each meeting. This committee shall identify ways to gain new members and retain existing members. The committee will work closely with the Public Relations Committee to secure new members and renew existing memberships at outreach events.  The committee shall periodically review the membership application to determine if it should be updated. 

Section 8. There shall be a Legislative Committee chaired by the Legislative Liaison.  The Legislative Liaison shall be appointed by the President and confirmed by the Board of directors.
The Liaison will work closely with the Regional Librarian of the NCLBPH in order to remain current on all governmental proposals and changes that could impact how the NCLBPH serves its patrons.
Additionally, the Liaison will develop and maintain relationships with advocacy groups whose mission it is to serve the blind and visually impaired.
The Liaison will provide a report to the Board of Directors during all scheduled meetings.  The Liaison will work closely with the President and the executive committee when issues of urgency arise.
The Legislative Liaison is not required to be a member of the Board of Directors but must be a member of the Friends of NCLBPH.
The Liaison will assist with other projects as requested by the President or the Board of directors.

Section 9. The President shall be a member ex officio of all committees except the Nominating Committee.

Article VIII:  Fiscal Policies
Section 1.  The fiscal year shall be from July 1 through June 30.  

Section 2.  The books and accounts of this organization shall be kept in accordance with sound accounting practices and shall be audited annually by an individual chosen by the Finance Committee. 

Section 3. It shall be the duty of the Treasurer and Finance Committee to present an annual budget to the Board for approval, by a majority vote, at the last Board meeting of each fiscal year.

Section 4. At any Board meeting the Board may, by majority vote: (A) Approve changes to the annual budget and (B) Approve additional expenditures not covered in the annual budget. 

Section 5.  The Finance Committee, in conjunction with members of the Investment Committee, shall oversee the investment policy of the organization.  Such policy shall not conflict with any other part of these bylaws.  The investment policy of the organization must be approved by the Board of Directors, and shall be reviewed by the Board whenever it deems such review necessary.

Section 6.  No officer, Director, or member of the organization shall derive financial gain from membership in or service to the organization, and no part of the organization’s activities shall involve attempts to influence legislation of a partisan nature, to carry on propaganda, or to intervene in any political campaign on behalf of any candidate for public office except as allowed within the meaning of Section 501(c)(3) of the Internal Revenue Code.

Section 7.  No Board member shall receive remuneration for service on the Board.  When authorized by the Board, reimbursements may be made for travel and other out-of-pocket expenses in discharging official duties. Reimbursement shall be made consistent with Board policies.  

Section 8.  In the event of dissolution, the residual assets of the organization will be turned over to the North Carolina Library for the Blind and Physically Handicapped.  

Section 9.  Notwithstanding any other provisions of these articles, this corporation shall not carry on any other activities not permitted to be carried on by (a) a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States  Internal Revenue Law, or (b)  corporations, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 or any other corresponding provision of any future United States Internal Revenue Law.  Said corporation is organized exclusively for educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Article IX:  Amendments
Section 1.  An amendment to these bylaws may be proposed by a majority of the Board of Directors or by ten (10) members in good standing who have submitted the proposal to the Board in writing. Amendment proposals submitted to the Board by ten members shall be reviewed by the Board, then presented to the general membership for a vote along with the Board’s position on the proposal—to accept the proposed amendment, reject it, or remain neutral. 

Section 2.  Amendments to these bylaws shall be adopted by a two-thirds majority of those voting in a mailed ballot vote or at any general membership meeting by a two-thirds vote of those present and voting.  All amendments must be submitted to the membership in writing at least three (3) weeks prior to any meeting at which the voting is to take place.  If voting is to take place by a mailed ballot, the ballot must be sent to the membership thirty (30) days prior to the closing date for balloting.  The President and Secretary shall have the ballots tallied and certify the results.

Article X:  Parliamentary Procedure
Section 1.  Robert's Rules of Order, Newly Revised, when not in conflict with these bylaws, shall govern the proceedings of this organization.
Revised: June 2015