BYLAWS
of the
FRIENDS OF THE HOUSTON HISTORY RESEARCH CENTER
A Texas Non-Profit Corporation
ARTICLE I - NAME
The name of this organization shall be Friends of the Houston History Research Center (FHHRC). It is a nonprofit corporation, incorporated under the Texas Non-Profit Corporation Act.
ARTICLE II - PURPOSE
The purpose of the Friends of the Houston History Research Center, hereinafter known as the "Friends," as stated in its Articles of Incorporation shall be for charitable, literary, and educational purposes as defined in Section 501(c)(3) of the Internal Revenue Code. The Friends is established as a permanent organization to support the collections of the Texas and Local History Department, the Archives and Manuscript Department, and the Special Collections Department of the Houston History Research Center (HHRC) of the Houston Public Library. The Friends may engage in any legal activities incidental to or connected with the above purposes.
The Friends shall not conduct or carry on any activities which violate the provisions applying to organizations exempt from taxation under Section 501(c)(3) of the Internal Revenue Code or by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
ARTICLE III - MEMBERSHIP
Section 3.1: Any person interested in supporting the purpose of the Friends may become a member upon completion of a membership application and payment of dues.
Section 3.2: Dues shall be set annually by the Executive Board.
Section 3.3: The Friends shall have such membership classes as may be determined by the Executive Board.
Dues for renewal of membership shall be due on January 1. Dues not received by March 1, shall be considered delinquent.
Section 4.1: Regular meeting of the Friends shall be held quarterly.
Section 4.2: The Annual Meeting of the membership shall be held each year at a predetermined time and place, with notice being given to the members at least ten (10) days in advance. Annual reports of the Officers and Committees shall be received; the election of Officers and Directors shall be held; and any other necessary business shall be transacted.
Section 4.3: Special meetings may be called by the President, or at the request of three members of the Executive Board, or upon the written request of twenty members of the Friends. In the event that the President does not call the meeting within fifteen days of being requested by three members of the Executive Board or upon the written request of twenty members, any elected officer may send out the call for the meeting. The purpose of the special meeting shall be stated in the call, and at least seven days notice shall be given to the entire membership. At the special meeting the business for which it was call shall be considered, and no other business shall be transacted.
Section 4.4: Twenty members shall constitute a quorum at any meeting of the Friends, regular or special.
Section 4.5: Each member shall be entitled to one (1) vote on any matter to be determined by the Friends.
Section 5.1: The Friends shall be governed by an Executive Board. All members of the Executive Board shall be elected by the membership of the Friends except for those appointed according to provisions of these Bylaws.
The Executive Board is responsible for all affairs and management of the Friends in accordance with these Bylaws. All officers are responsible to the Executive Board.
Section 5.2: The Executive Board shall consist of eight voting members including the Officers of the Friends.
Section 5.3: Five voting members of the Executive Board, present in person, shall constitute a quorum at all meetings of the Board. No votes shall be cast by proxy. If less than a quorum of the Board is present at said meeting, a majority of the Board present may adjourn the meeting from time to time without further notice.
Section 5.4: The Executive Board shall have regular meetings at such times and places as the Board may select, provided, however, that the Board shall meet at least once every quarter.
Special meetings may be called at the direction of the President or at the direction of at least three Board members. Notice of time and place of meetings shall be given to each member of the Board at least three days prior to the time of the meeting. In an emergency, a majority of the Executive Board may waive the requirement for three days notice. The attendance of a Director or Officer at any Board meeting shall constitute a waiver of notice of such meeting.
Section 5.5: Any member of the Friends can bring an issue to the Executive Board after stating it in writing to the President. The President shall schedule presentation of the issue to the Board by the member as soon as practical.
Section 5.6: It shall be the duty of the Executive Board to care for the property and interests of the Friends and to determine policies for the conduct of its affairs. The Board shall have the power to raise and expend funds to promote the welfare of the collections of the Houston History Research Center. The Board shall employ any and all lawful means it may deem proper and expedient to secure the object for which the Friends is organized.
Section 6.1: The officers of the Friends shall consist of a President, a Vice President, a Secretary, and a Treasurer who shall be elected from the membership. Each shall serve as a voting member of the Executive Board.
The term of office for officers shall be for two calendar years, except that any officer may serve until his or her successor has been duly elected.
Section 6.2: Four Directors shall be elected from the membership to serve as voting members of the Executive Board.
The term of office for each Director shall be two calendar years beginning on January 1 following the Annual Meeting at which the Director is elected, except that any Director may serve until his or her successor has been duly elected.
The terms of the Directors shall be staggered so that normally two Directors will be elected each year, in the event that a vacancy shall occur in the first year of a Director's term, that vacancy shall be filled by appointment by the Executive Board for the time remaining of the current calendar year. A Director shall be elected at the next Annual Meeting to fill the remaining year of the vacancy that was created.
Section 6.3: The Executive Board is authorized and empowered to fill any vacancy which may occur on the Board for the remainder of the calendar year in which the vacancy occurs, and is hereby authorized and empowered to fill any vacancy in office, except President. In the case of a vacancy in the office of President, the Vice President shall become President.
Section 6.4: No person may serve as an Officer or Director who is delinquent in his or her dues.
Section 7.1: The President shall preside at all general meetings and meetings of the Executive Board; shall sign, with the Treasurer, all orders on the treasury of the Friends; shall appoint all special and standing committees, except as otherwise provided in these Bylaws; shall be Ex-Officio member of all such committees except the Nominating Committee; shall coordinate the work of the Officers and Directors in order that the purposes of the Friends may be promoted.
The President shall call meetings of the Executive Board at the times provided in the Bylaws and at such other times, as he or she may deem advisable. The President shall call special meetings of the Executive Board on the written request of three or more members of the Board.
Section 7.2: In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in order of their election) shall perform 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. Any Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or Executive Board.
Section 7.3: The Treasurer shall receive and deposit all funds into the account of the Friends in such banks or other financial institutions as the Executive Board may direct. The Treasurer shall keep proper books of account and other books showing at all times the amount of funds and other property belonging to the Corporation; he or she shall also submit a report of the accounts and financial condition of the Friends at each Annual Meeting of the Membership; be responsible for the preparation of a budget for the forthcoming year; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Executive Board. Checks in excess of $500 should be countersigned by the President or Vice President.
The outgoing Treasurer shall be responsible for seeing that the incoming Treasurer, President, and Vice President are authorized to sign checks on all Friends’ bank accounts.
The Treasurer may at any time be required to give a bond in such sum as the Executive Board may deem advisable; the cost of such bond to be paid out of the funds of the Friends. The Treasurer's accounts shall be audited annually or as often as deemed necessary by the Executive Board in such manner as may be determined by the Board.
Following his successor's appointment, the Treasurer-elect shall work with the Treasurer to assist in preparing the next year's budget.
Section 7.4: The Secretary shall keep the minutes of the meetings of the Executive Board and the Membership Meetings in one or more books provided for that purpose; give all notices in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records; and, in general, perform all duties incident to the office of Secretary such other duties as from time to time may be assigned to him or her by the President or Board of Directors.
Section 7.5: Each of the four Directors shall act as coordinator for committees as assigned by the President.
Section 7.6: All Officers and Directors except the Treasurer shall deliver to their successors all official material before leaving office and shall assist them in becoming familiar with the duties of their offices. The Treasurer shall turn over all monies, books, and other materials, which may be in his or her possession or under his or her control to his or her successor fifteen days after the close of the fiscal year or within fifteen days.
It shall be the duty of the President to carry out the will of the Executive Board as expressed at its meetings and, in general, to conduct the affairs of the Friends in a manner consistent with the authority and responsibility pertaining to the office. Upon assuming office, the President shall appoint a certified auditor for the annual audit of the Treasurer's books for the preceding year.
Section 7.7: All officers and directors shall serve without compensation, but the Executive Board may authorize the disbursement of such necessary incidental expenses as may be properly incurred in the transaction of business of the Friends by way or reimbursement.
Section 8.1: The President shall appoint a Nominating Committee of five members at least two months prior to the Annual Meeting at which Officers and Directors will be elected. One member should be from the Executive Board and four from the Membership. The Committee member from the Executive Committee shall call the first meeting, and at that time the Committee will select a Chairman. The Nominating Committee shall submit a list of nominees for each office to be filled. A report in writing including a list of the nominees shall be sent to the Executive Board and then to the Membership by the Nominating Committee no later than three weeks prior to the Annual Meeting.
Section 8.2: The President shall, with the consent of the Executive Board, appoint such additional committees, both standing and special, as may be required from time to time.
Election of Officers and Directors will be held at the Annual Meeting. The Nominating Committee shall present a slate of nominees for each position to be filled. Additional nominations may be made from the floor at the Annual Meeting. No name shall be placed in nomination without the consent of the Nominee. The election of Officers and Directors shall be by ballot; however, if there is but one nominee for any office, then election for that office may be by voice vote. A majority vote of the members present and voting shall be required in order to elect.
It is recognized that the Houston History Research Center is a unit of the Houston Public Library and that the Friends plays a supporting role. Projects of the Friends directly affecting the facilities of, or the materials owned by, the Houston History Research Center will be undertaken only upon agreement with the Library management. Publication of materials jointly developed by volunteers of the Friends and the Houston History Research Center shall be published only with the agreement in writing of the Center and the Friends.
However, in no case is it the intention of the Friends to provide funding for normal Houston History Research Center activities such as building maintenance or staffing.
No member shall be liable except for unpaid dues, and no personal liability shall in any event be attached to any member, including Officers and Directors, in connection with any undertakings of the Friends, but all its liabilities shall be limited to its common funds and assets.
Neither the Executive Board nor the Officers shall have any authority to borrow money or to incur any indebtedness or liability in the name of or on behalf of the Friends. No member of the Executive Board and no Officer shall act as, or be deemed to be, an agent of the members or have authority to incur any obligation whatsoever. No contact shall in any event be entered into, and no obligation shall be incurred beyond the amount on hand or in the bank, after providing for the total of all unpaid accounts and unpaid obligations and liabilities.
These Bylaws may be amended at any meeting by a two-thirds vote of the members present and voting, provided that notice of the proposed amendment is given in writing to all of the members at least ten days before said meeting and provided twenty or more members are present.
All parliamentary procedures not covered by these Bylaws or by special Rules of Order adopted by the Friends of the Executive Board shall be governed by the current edition of Robert's Rules of Order, Newly Revised.
ARTICLE XIV - DISSOLUTION
If the corporation, Friends of the Houston History Research Center, should be dissolved, either voluntarily or involuntarily, it shall be liquidated in accordance with the provisions of the Texas Non Profit Corporation Act and all other applicable laws of the State of Texas and after all debts, obligations, and liabilities of the corporation shall have been paid, satisfied, and discharged, all money and property constituting the residue of the assets of the corporation shall be paid over and delivered to any organization supporting the Houston Public Library if any are in existence, otherwise to the Houston Public Library System.