ARTICLE I: NAME, PURPOSE, MISSION STATEMENT AND POWERS

Section 1.1: Name

The name of this corporation is Friends of the Library, Kingwood, Inc. (referred to as FOLK) located in Kingwood, Texas.

Section 1.2: Purposes

The overall intent is supporting (financially and otherwise) the programs and activities of the Kingwood Branch Library. FOLK provides resources to enhance programs and services of the Kingwood Branch Library to the Kingwood area community.

Section 1.3: Mission Statement

The mission of FOLK – Friends of the Library-Kingwood is to promote the cause of the Kingwood Branch Library in the community by fund raising events and cultural activities; to supply those things deemed by the board to enhance the overall quality of the library; to focus public attention on library services, facilities, and needs; and to stimulate gifts of books, magazines, desirable collections, endowments and bequests.

Section 1.4: Powers

FOLK shall have all of the powers, duties, authorizations, and responsibilities as provided for nonprofit corporations.  FOLK shall neither have nor exercise any power, nor engage directly or indirectly in any activity that would invalidate its status as a corporation that is exempt from federal income tax as an organization described in Section 501(c)(3) of the Internal Revenue Code. FOLK adheres to the Harris County Concession Agreement which gives FOLK authority to support the Kingwood Branch Library and occupy concession space.

ARTICLE II: MEMBERSHIP AND DUES

Section 2.1: Membership

Any person or organization who supports the purpose of FOLK may become a member by payment of the annual dues amount in effect at the time.  FOLK members are individually and collectively known as Friends.

Section 2.2: Dues

The Board of Directors (referred to as Board) shall determine the annual FOLK dues amount and types of memberships.

ARTICLE III: Meetings

Section 3.1: Annual Meeting

FOLK holds its annual meeting in April to elect officers, to receive various reports, to determine the direction of the association for the coming year, and to enact any other pertinent business.  Notice shall be given to all members using an electronic format and other methods determined by the President at least fourteen (14) days prior to the meeting.

Section 3.2: Regular Board Meetings

The Board meets on the first Thursday of every month  at the Kingwood Branch Library unless otherwise directed by the President. Current electronic media may be used to hold a meeting.

Section 3.3: Quorum

A majority of the number of the Board of directors constitutes a quorum for the purposes of convening a meeting of the Board or conducting business.

Section 3.4: Voting

A simple majority vote of the directors present at an in-person meeting or at an electronic media meeting constitutes an act of the Board.

Section 3.5: Electronic Meetings

In a video conference, or when other electronic conference media is employed, everyone shall be able to see and hear each other simultaneously.

Section 3.6: Parliamentary Authority

Unless otherwise specified, the parliamentary rules governing FOLK meetings are those set forth in the latest edition of Robert’s Rules of Order.

ARTICLE IV: BOARD OF DIRECTORS

Section 4.1: General Powers

The Board of Directors manages the activities, property, and affairs of FOLK.

Section 4.2: Number of Directors

The number of directors is fixed from time-to-time by the Board but consists of not less than three (3) directors. There is no restriction on the number of directors either by law or by practice of FOLK.

Section 4.3: Board Composition

Elected officers (enumerated in Article 5) and appointed Committee chairpersons (enumerated in Article 6)  automatically serve as FOLK directors.  The elected officers are nominated by the Nominating Committee annually and approved by the Board. The President appoints Committee chairpersons and the Board approves appointments. The Kingwood Branch Library Manager shall serve as an ex-officio, non-voting member of the Board.

Section 4.4: Election and Term of Office

Directors shall hold office for a one-year term and until such director’s successor is elected, or until such director’s earlier death, resignation, retirement, disqualification, or removal from office.  Any director may be re-elected to serve unlimited consecutive terms of office.

Section 4.5: Vacancies

Any vacancy occurring on the Board shall be filled by appointment by the President and approved by the remaining Board members for the duration of the unexpired term.

Section 4.6: Removal

Any director may be removed, either for or without cause, by the affirmative vote of a majority of directors present at any meeting which a quorum is present.  Notice of the intention to act upon this matter must be given in the notice of the Board meeting and the notice is provided to the director proposed to be removed.

Section 4.7: Resignations

A director may resign at any time by giving written or electronic notice to the Board of Directors or the President.  The resignation takes effect as of the date of receipt of notice, unless the notice prescribes a later effective date or states that the resignation will take effect on the occurrence of a future event.  The resignation is revocable before it takes effect and is irrevocable when it takes effect.  Unless specified in the notice of resignation, the acceptance of the resignation will not be necessary to make it effective.

ARTICLE V: EXECUTIVE COMMITTEE AND OFFICERS

Section 5.1: Executive Committee

The duly elected officers of FOLK (as listed in Section 5.2) constitute the FOLK Executive Committee.  The Executive Committee has the authority to act for the Board of Directors in emergency matters. Any such action is reported to the full Board of Directors at the next regularly scheduled Board meeting and/or via email communication..

Section 5.2: Board of Directors Officers and Their Duties

FOLK will elect and continuously maintain persons in the following officer positions:

Section 5.2(a) President

The person in this position is the general manager and chief executive officer of FOLK and has, subject to the control of the Board, general supervision of FOLK’s business, activities, and officers. The President appoints Board and committee members and the Board approves.

Section 5.2(b) Vice President

The person in this position is charged with responsibilities as delegated by the President and approved by the Board. This person presides over meetings in the absence of the President.

Section 5.2(c) Secretary

The person in this position is responsible for recording minutes of all official meetings and for maintaining the organization’s records.

Section 5.2(d) Treasurer

The person in this position is responsible for the overall management and oversight of FOLK’s financial affairs including, but not limited to, creating and maintaining systems for ensuring FOLK’s ongoing solvency, overseeing the development of financial policies, budgeting, submission of required Federal and State reporting forms, maintaining adequate audit trails, and reporting monthly to the Board of Directors.

ARTICLE VI: COMMITTEES AND OTHER ASSIGNMENTS

Section 6.1: Formation

The President establishes committees, regular or ad-hoc, and appoints Chairs.  Other positions may be appointed by the President to serve in non-officer capacities.

Section 6.2: President as Ex-Officio Member

With the sole exception of Nominating Committees, the President is an ex-officio member of all committees. 

ARTICLE VII: FINANCES

Section 7.1: Fiscal Year

FOLK’s fiscal year is the twelve-month period from April 1 to March 31 of the following year.

Section 7.2: Treasurer’s Duty to Members

The Treasurer makes FOLK’s accounting records open for review to any FOLK Board member at any time.

Section 7.3: Checks Exceeding $500

Checks written in excess of five hundred dollars ($500) are signed by both the Treasurer and either the President or Vice President.

Section 7.4: Expenditures in Excess of $250

The Board must approve any and all expenditures in excess of two hundred fifty dollars ($250) that are not in the budget.

Section 7.5: External Audits

The Board can appoint, at any time, a qualified auditor, who is not an officer of the organization to audit the FOLK financial records.

ARTICLE VIII: AMENDMENTS

The Bylaws may be amended at any regular or Annual Board meeting by a two-thirds majority vote of the Board members. Notice of the proposed amendment(s) must be distributed to all Board members at least fourteen (14) days in advance of the meeting. A meeting may be special meeting, virtual meeting, or an email vote of the Board. Email notification is acceptable. Email voting remains open for 14 days.

ARTICLE IX: DISSOLUTION

Upon the dissolution of the Friends of the Library, Kingwood, Inc., (FOLK) whether voluntary or involuntary, all funds and other assets held by FOLK become the County’s property and FOLK will deliver same immediately to the County Auditor.

Revised & Approved November 3, 2022.

Emily Maas

Secretary

November 3, 2022