Constitution of The Friends

Article I - Name
The name of this organization shall be: The Friends of the Dick Smith Library, Tarleton State University (hereinafter referred to as The Friends.)

Article II - Purpose and Activities

Section 1.	The purpose of the Friends shall be to maintain an association of individuals interested in strengthening and enhancing the Dick Smith Library collections, and promoting its usefulness to the University and to the community.
Section 2.	The activities of the membership shall include: securing materials which are beyond the library budget; sponsorship of discussions, lectures, exhibits, book talks, etc.; development of endowments and bequests; and such other activities as are deemed necessary to achieve the Friend’s goals.

Article III - Membership

Section 1.	The membership rolls shall be open to any individual interested in advancing the programs and services of the Dick Smith Library and/or in the purposes of The Friends.
Section 2.	Membership in The Friends shall be recognized by the payment of dues.
Section 3.	Categories of membership and the privileges of each category shall be determined by the Board of Directors.
Section 4.	The Board of Directors shall have the authority to set the amount of dues payable each year for each category of membership.
Section 5.	Each member shall be entitled to one vote.

Article IV - Board of Directors

Section 1.	The Board of Directors shall be the controlling body of The Friends. It shall have the authority to transact all business of The Friends, determine policy, make recommendations to the general membership, and perform such other duties as are specified by this Constitution and By-Laws. All Board members shall be subject to the provisions of the law of the State of Texas and this Constitution and By-Laws.
Section 2.	The Board of Directors shall consist of nine members elected for a term of three years and two voting ex officio members consisting of the University Librarian and a university financial officer. The election of Board members shall be arranged so that the terms of office for board members expire on a rotational basis. The new members of the Board shall be elected at the annual meeting of the members of The Friends (or at any special meeting held for that purpose) and shall hold office until their successors are elected
Section 3.	Vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of a member of the Board. Such vacancy may be filled by the vote or consent of a majority of the remaining Board although less than a quorum. Any member of the Board elected to fill such vacancy shall hold office until the expiration of the term of the member whose vacancy is filled and until a successor is elected.
Section 4.	Meetings of the Board shall be called by the Chair or other officers at such time and place as that officer may designate. Notice of such a meeting shall be transmitted to each Board member at least seven days in advance.
Section 5.	The presence of at least five Board members shall constitute a quorum. Any action or business conducted by the Board at which a quorum is present shall constitute an action of the Board.

Article V - Officers

Section 1.	The officers of The Friends shall consist of the President, Vice President, Secretary, Treasurer, and such other officers as the Board of Directors may deem appropriate. The officers shall perform the duties prescribed by this constitution and By-Laws, and by the parliamentary authority adopted by The Friends.
Section 2.	Officers shall be selected from among the Board of Directors. Each officer shall serve a one year term, to commence the first day of September following election.
Section 3.	A vacancy occurring in any office shall be filled by election of the Board of Directors.

Article VI - Duties of Officers

Section 1.	The President shall be the Executive Officer of The Friends, shall preside at all meetings of the organization, shall appoint all committee chairs, and shall serve as ex officio member of all committees.
Section 2.	The Vice President shall assume all duties of the President when that officer is absent and shall automatically become President in the event of a vacancy in that office (and such service shall not affect the regular term of office of the Vice President).
Section 3.	The Secretary shall record and maintain all official records of The Friends including minutes and membership rolls and shall notify members of all meetings and other information pertinent to The Friends and library activities.
Section 4.	The Treasurer shall be the chief financial officer, and as such shall be responsible for ensuring The Friend’s compliance with any restrictions pertaining to funds overseen by The Friends. The Treasurer shall keep all financial records and receipts and prepare a financial report for each meeting of the Board of Directors and the Annual Meeting, shall see to budget preparation, and shall deliver The Friends' financial records at the end of each fiscal year for review by a committee (or auditor) designated by the Board of Directors.

Article VII - Membership Meetings

Section 1.	There shall be an Annual Meeting of The Friends on or before the 31st of September of each year at a place to be determined by the Board of Directors. The Annual Meeting shall be for the purpose of electing officers and members of the Board of Directors, receiving annual reports of officers and committees, and for any other business that may arise.
Section 2.	Special meetings of the membership may be called by the Board of Directors. The purpose(s) of meeting shall be stated in the call, and the business of the meeting shall be limited to the purpose(s) stated. Except in cases of emergency, at least seven days’ advance notice of the meeting shall be given.
Section 3.	A majority of those present and voting shall be necessary and sufficient to constitute a quorum.

Article VIII - Fiscal Year, Funds, and Liabilities

Section 1.	The fiscal year shall be from and including the first day of September through and including the thirty-first day of August.
Section 2.	All funds received by The Friends shall be deposited to the account of The Friends of the Dick Smith Library at the fiscal office (Business Services) and shall be disbursed by the Treasurer or as otherwise authorized in these By-Laws and by the Board of Directors. Any funds withdrawn shall be by check, draft, or order signed by any two of the following: Treasurer, President, or University Librarian.
Section 3.	All purchases or expenditure of funds shall be subject to the approval of the Board and the University Librarian.
Section 4.	No personal liability shall in any event attach to any member of this organization in connection with any of its undertakings. The Friends’ liabilities shall be limited to its common funds and assets. Neither the Board nor the Officers shall have the authority to borrow money or to incur indebtedness or liability in the name of this organization. No contract shall in any event be entered into and no obligation shall be incurred beyond the amount on hand or in the fiscal office after deducting therefrom providing for the total of unpaid obligations and liabilities.
Section 5.	Members of the Board of Directors and Officers of The Friends serve without remuneration.

Article IX - Parliamentary Authority
The rules outlined in the current edition of Robert's Rules of Order, newly revised, shall govern The Friends in all cases to which they are applicable and in which they are not inconsistent with the laws of the state of Texas, this constitution, and By-Laws. Questions and interpretations shall be decided by the Board of Directors.

Article X - Amendment of Constitution
This constitution may be amended at any meeting of the general membership of The Friends by a two thirds vote of those members present and voting, provided that notice of such proposed amendment shall have been published at least two weeks in advance of said meeting.

Article XI - Publication of Notice
Any notice posted in the Dick Smith Library and published in the Stephenville Empire-Tribune or mailed/emailed to the membership shall constitute sufficient publication.

Last updated June 2005