JTEL Bylaws The bylaws below were approved at the 2009 Annual Membership Meeting, held Oct. 25, and amended at a special membership meeting held June 13, 2010 (Article II, sections 6 & 8; Article III, Directors, sections 6 & 7; and Article V).. BYLAWS OF Article I: Name and Purpose Article III: Directors Article IV: Amendments to the Bylaws ARTICLE I NAME AND PURPOSE Section 1. ORGANIZATION NAME. The name of the organization is the John Trigg Ester Library hereinafter called JTEL. Section 2. PURPOSE. The JTEL is a home-grown community library that provides a welcoming and stimulating environment where community members can meet and share ideas and information. The purpose of the library is to strive to instill a love of reading and learning, to showcase Ester-area history and culture and to provide resources that will enrich the whole community. The Board of Directors and Members will do everything necessary and advisable for the accomplishment of this mission, and to do all other things incidental to them that are not forbidden by other laws, or by the Articles of Incorporation. MEMBERS Section 1: RIGHTS. JTEL will be controlled by its Members. No Member shall hold more than one membership in the corporation. All Members shall have the same rights, privileges, restrictions and conditions. Any natural person can choose to be a Member of the JTEL. Any partnership, corporation, association or other legal entity may be an Associate Member. Associate Members do not have voting privileges nor can they be elected to Office. Associate Members may check out items and have all other rights and privileges of Membership. There is no limit on the number of Members of JTEL. Membership interests in JTEL are not transferable. Section 2. MEMBERSHIP DUES. Anyone wishing to become a Member of JTEL shall pay an annual Membership fee as determined by the Board of Directors. Section 3. MEMBERSHIP BOOK. JTEL shall maintain a membership catalog listing the name and address of each Member or Associate Member. The membership book will be kept in the principal place of business of the Corporation. Section 4. NONLIABILITY OF MEMBERS. No Member by virtue of just being a Member of JTEL shall be liable for the debts, liabilities, or obligations of the Corporation. Section 5. TERMINATION OF MEMBERSHIP. A member’s Membership interest in JTEL shall terminate upon:
If, after being given an opportunity to be heard, the Board of Directors finds that a Member has engaged in conduct that violates the integrity of the Corporation, or has breached the duty of good faith owed to the Corporation to such a degree that the Member’s membership interest in JTEL should be terminated, they may terminate the membership. Section 6. ANNUAL MEETINGS. At least one meeting of the Members will be held each year. This meeting will be held at the principal office of the Corporation designated in Article 1 or such other place as chosen by the Board of Directors. The annual meeting of Members shall be held on a date and at a time designated by the Board of Directors beginning in October in the year 2009. The purpose of the annual meeting will be to transact any and all business of the Corporation including but not limited to the election of Directors. Notice of the annual meeting shall be given to the membership not less than ten days before the scheduled meeting is to take place. Section 7. SPECIAL MEETINGS. Special meetings of Members may be called for any purpose or purposes by:
All requests for a special meeting of Members must state the reason for which the special meeting of members is being sought. Requests to have a special meeting of Members will be considered served on the Board of Directors of the Corporation if they are given to any member of the Board of Directors or any Officer of the Corporation by either personal delivery or certified mail. Upon receipt of a valid request for a special meeting by a Member, the Board of Directors will schedule a special meeting at a date not less than seven (7) days nor no more than thirty (30) days from the receipt of the request. The Board of Directors shall give notice of the special meetings as per section 8. Section 8. NOTICES OF MEETINGS. Notices of Member meetings shall be verbal or in writing. All notices of a Members' meeting must contain a statement about the purpose for which the meeting is to be called and any special business which is to be conducted therein. The notice must also state the date, time and place of the meeting. Notice will be given though public signage at the Ester Post Office, library, and other Ester businesses, by phone, in person or via e-mail to Members. Notice shall be posted in at least three locations frequented by the public. Notice shall be given to the membership not less than ten days before the scheduled meeting is to take place. Section 9. QUORUM FOR MEETING. If fifteen (15) Members entitled to vote are present either in person or by proxy, a quorum shall exist for conducting the meeting. If, however, a quorum does not exist either in person or by proxy, a valid meeting cannot be held. If a quorum is present when the meeting is called, the Members may continue to hold the meeting and transact business until adjournment, even if some Members leave so that a quorum is no longer present, provided a majority of members who constituted the initial quorum still remain. Section 10. MAJORITY RULES. At a duly called meeting with a present quorum, a majority vote of Members, either in person or proxy, shall determine the passage of any corporate resolution or other business matter. Section 11. RECORDS DATE. Only those persons or entities who are shown to be Members in the records of JTEL on the day of any meeting of Members shall be entitled to vote. Section 12. PROXIES. At any Member meeting, a Member may be represented by a person or persons to vote for the Member. A proxy must be in writing. A proxy shall not be valid for more than thirty (30) days after the date of its execution. Once duly created, a proxy shall remain in effect until it expires, is revoked or another proxy is subsequently given to another person. Section 13. ACTION TAKEN WITHOUT A MEETING. Except for the election of Directors, or amendments to the Bylaws, Members can without a meeting undertake business that would otherwise require a meeting if authorized by the written consent of a majority of Members. Section 14. CONDUCT OF MEETING. The President, if present and if not then the Vice President, shall call a meeting of Members together and preside over the meeting as the Chair. If neither the President nor the Vice President are present, the Members shall appoint a person to serve as the Chair. The Secretary of the Corporation, if present and if not a person chosen by the Members, shall serve as the secretary of the meeting of Members. DIRECTORS Section 1. POWERS OF THE BOARD OF DIRECTORS. The Board of Directors is responsible for the management of the Corporation’s business and legal affairs. Toward this end, the Board will exercise all of the corporate powers to do such lawful acts which are not prohibited by either state law or the Articles of Incorporation. Section 2. NUMBER OF DIRECTORS. The number of Directors which will compose its Board of Directors shall be seven, four Officers and three additional elected Directors and two alternates (see Section 6). All Directors shall be at least eighteen and at least one Director shall be an American citizen. The Directors shall be elected at the annual meeting of Members except where a vacancy is filled pursuant to Section 5 below. Each Director shall hold office for two years with staggered elections except for the initial election or in the event of a resignation or death. Section 3. STANDARD OF CARE. Directors shall perform their duties, including those of being a Member on any corporate board, in good faith. Directors shall execute their duties through the use of the standard as to what in the Director’s opinion is in the best interests of the Corporation and the Ester Community. In making all decisions a Director shall utilize such reasonable care and inquiry, as a reasonable prudent person in a like situation would employ. Section 4. VACANCIES ON THE BOARD. Vacancies of the Board and new positions created by increasing the number of Directors may be temporarily filled by a vote of the majority of the remaining Directors until the next annual meeting even though they may constitute less than a majority of the full Board. A vacancy on the Board shall be deemed to exist upon the death, resignation or removal of any Director or a failure of the Members to fill all Board vacancies at any meeting of Members to elect Directors. The Members may elect Directors at any time to fill vacancies on the Board which have not been filled by the Directors. Such election shall require a majority of Members. Section 5. REMOVAL OF DIRECTORS. The Members may at any time remove the entire Board of Directors or any individual Director at a duly called special Membership meeting. The remaining board, or the Members, at a special meeting, may elect directors to fill such vacancies as may result. Section 6. ALTERNATES.Two additional board members shall be elected as alternates to the regular board in case of absence. An alternate shall have full voting powers in the event that a regular board member is not able to attend a meeting. Section 7. GEOGRAPHIC RELATIONSHIP OF MAJORITY OF BOARD TO THE COMMUNITY SERVED. A majority of all board members (including alternates) shall be required to be residents of the Ester area, as defined by the Ester Fire Service District. Moving out of the Ester area shall be tantamount to resigning the board if the majority status is changed by such a move. MEETINGS OF THE BOARD OF DIRECTORS Section 6. DIRECTORS' MEETINGS. Regular meetings of the Board of Directors may be held without public notice at such time and place as agreed upon by the Board of Directors. Section 7. ANNUAL MEETINGS. The Board of Directors shall hold an annual meeting without notice immediately after and at the same place as the annual meeting of Members. The Board shall meet to set the agenda of the annual meeting of Members no less than 10 days before the date of the annual meeting. Regular non-annual meetings of the Board of Directors shall be held at the corporate offices or such other places as may be designated, on the second Wednesday of each month. If the date for the regular meeting falls on a holiday, the meeting shall be held within that month as agreed upon by the Board of Directors. No notice for regular meetings set in these Bylaws need be given. Regular meetings may be cancelled if notice has been given to all Board Members no less than seven (7) days prior to the regular meeting date. Section 8. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the President or Secretary upon request to do so from a Director. Notice of Special Meetings shall be given to each Director at least seven (7) days prior to the meeting. Such notice shall be given either personally to each director or by phone, by e-mail or other good faith effort. The actions taken at a special meeting of Directors which was not properly called and noticed will nonetheless be considered valid if:
If a Director attends a special meeting which was not properly called and noticed without objecting upon arrival, that Director waives such notice and the actions taken thereunder shall be as valid as if the meeting was properly called. Section 9. QUORUM. At any meeting of the Board of Directors no action may be undertaken unless a quorum of Directors is present. A quorum of Directors shall constitute a majority of duly elected and appointed Directors. Every act or resolution of the Board shall need only a majority vote of the quorum to pass. Section 10. RESIGNATION. A Director may resign at any time effective upon giving written notice to the Board of Directors. Upon notice of the resignation the Board shall notify the Members and either fill the vacancy by appointment or schedule a special meeting of Members for the election of a new Director. Section 11. COMPENSATION OF DIRECTORS. The Corporation shall pay any expenses incurred by its Directors on Corporate functions or supplies. In addition, the Directors may be paid a salary or a fixed amount for attending the meeting as set by the Board. The receipt of any payment for services rendered as a Director shall not prevent the person from serving the Corporation in any other capacity and receiving compensation for such other work. Section 12. UTILIZATION OF COMMITTEES. The Board of Directors has the authority to create as it deems necessary committees of one or more Directors to exercise the powers of the Board of Directors in specified areas of the Corporation’s business and legal affairs. A committee so formed may be given the power to affix the corporate seal to documents which it may execute. Section 13. COMMITTEE MINUTES. All committees created by the Board shall keep regular and detailed records of their activities and make regular reports to the full Board of Directors. Section 14. CONSULTANTS. The Board of Directors has the authority to appoint one or more persons to serve as consultants to the Board. Such consultants perform such special assignments as delegated to them by the President and furnish such consultations on such matters as required by the Board. Section 15. APPOINTMENT. The Officers of the Corporation shall be President, Vice President, Secretary, and Treasurer. Officers are members of the Board of Directors and are appointed by the Board following election at the Annual Meeting. Section 16. OFFICERS' SALARIES. The Board of Directors may set by resolution, as approved by Members at the Annual Meeting, the salaries and compensation to be paid by the Corporation to the officers. Section 17. OFFICERS’ TERM OF OFFICE. The term of office for the officers of the Corporation shall continue for a two-year term. Any officer may be removed from office by the Board at any time by a majority vote. Any vacancy in any office of the Corporation shall be filled by the Board of Directors. Any officer may resign at any time by giving written notice to the rest of the Board of Directors. A resignation shall take effect on the date specified in the notice unless the Board of Directors votes to have a sooner date and removes the resigning officer prior to the effective date of resignation. AMENDMENTS TO THE BYLAWS Section 1. AGREEMENT TO CHANGE BYLAWS. These bylaws may be amended subject to a majority vote of Members at an Annual Meeting with a valid quorum. ASSETS Section 1. DISSOLUTION. In the event of dissolution of the corporation, no part of the corporation's earnings or assets shall inure to the benefit of any of its members; after payment of any debts, the residual assets, excluding real assets, which shall revert to the noteholder, of the corporation shall be distributed to the Ester Community Association if and only if that entity is exempt as an organization described in sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1986, or corresponding sections of any prior or future law. If the Ester Community Association is not exempt as described at the time of the dissolution of the corporation, then the assets shall be distributed according to a majority vote of the JTEL membership to one or more exempt organizations whose mission is complementary to that of the JTEL, or to the federal, state, or local government for exclusive public purpose. | |||
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