ARTICLE I: MEMBERSHIP

Section 1. Any person interested in the objectives of this Corporation shall be eligible upon payment of dues.

ARTICLE II: OFFICERS AND EXECUTIVE BOARD

Section 1. The officers of this Corporation shall consist of a President, Vice President, Secretary and Treasurer who shall be elected from the members of this Corporation.

Section 2. The Executive Board of this Corporation shall be comprised of the four officers plus a minimum of two other members at-large, elected from the membership.

Section 3. The term of office of the officers and at-large members shall be for one year, except that any officer shall serve until his successor has been duly elected and qualified.

Section 4. The election of officers and at-large members shall be by written ballot; however, members by majority vote at any regularly called or specified annual meeting may waive the provisions of this section and elect officers and at-large member by voice vote. Nominations for officers and at-large members may be made from the floor at the time of election or prior to the holding of any election.

A nominating committee may bring in recommendations for nominations for any and all positions to be filled. A majority vote of the members present shall be required to elect.

Section 5. The Library Director of the Blair Public Library shall, at all times, be an ex-officio member of the Executive Board.

ARTICLE III: DUTIES AND POWERS OF EXECUTIVE BOARD

Section 1. The President shall preside at all meetings of the Corporation and of the Executive Board. S/he shall appoint all standing and special committees subject to the approval of the Executive Board and s/he shall be an ex-officio member of such committees. The President shall call meetings of the Executive Board at such times as s/he may deem advisable. S/he shall call special meetings of the Executive Board and/or the Corporation on the written request of not fewer than three (3) members of the Board. It shall be the duty of the President to carry out the will of the Corporation and of the Executive Board as expressed at their respective meetings and in general to conduct the affairs of the Corporation in a manner consistent with the authority and responsibilities pertaining to the office.

Section 3. The Secretary shall give notice of all meetings of the Corporation and/or the Executive Board and shall attend all such meetings and keep a true and accurate record of all proceedings. The Secretary shall keep a complete list of the names and addresses of all members of the Corporation. S/he shall carry on correspondence of the Corporation as instructed by the Executive Board and/or the President of the Corporation.

Section 4. The Treasurer shall deposit all funds of this Corporation to the account of the Friends of the Blair Public Library, a Nebraska non-profit Corporation, in such depository and under such conditions as the Executive Board may direct. The Treasurer shall receive all moneys due to this Corporation and shall keep an account of all moneys received by and expended by or on behalf of this Corporation and shall make disbursements upon order/pre-approval of the Executive Board. On leaving office, the Treasurer shall deliver to her/his successor all moneys, books, papers and other property belonging to the Corporation which may then be in her/his possession or under her/his custody or control. The Treasurer’s accounts shall be audited as often as deemed necessary by the Board.

Section 5. It shall be the duty of the Executive Board to determine the policies for the conduct of the affairs of the Corporation and to care for the property and interest of the Corporation. The Executive Board shall have the power to raise and expend funds to conduct the purposes of the Corporation. The foregoing is subject always to the provisions of ARTICLE FIVE, Section 2.

Section 6. The Executive Board may meet as often and at such times and places as the Board may deem advisable; however, the Executive Board shall meet at least four times each year.

Section 7. One member of the Corporation may be appointed to serve as liaison to the Library Board of the Blair Public Library.

ARTICLE IV: MEETINGS OF THE CORPORATION

Section 1. The annual meeting of the Corporation shall be held not earlier than March 1 and not later than April 30 at the Blair Public Library, Blair, Nebraska, or at such other place as the Executive Board shall determine.

Section 2. Special meetings of the Corporation may be called by the President or by three members of the Executive Board whenever they shall deem a special meeting necessary or advisable.

ARTICLE V: DUES AND DELINQUENCIES

Section 1. Dues for membership in the Corporation shall be in the amount set forth in ARTICLE I.

Section 2. No member of this Corporation shall be liable except for unpaid dues, and no personal liability shall in any event attach to any member of this Corporation in connection with any of its undertakings. 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 this Corporation. No member of the Executive Board or officer of this Corporation shall act as, or be deemed to be, agent of the members of this Corporation or have authority to incur any obligations whatsoever without approval of the Executive Board.

ARTICLE VI: QUORUMS

Section 1. Three officers shall constitute a quorum at all meetings of the Executive Board.

Section 2. Fifty percent (50%) of active members shall constitute a quorum at any meeting of the members of this Corporation, regular or special.

ARTICLE VII: AMENDMENTS

Section 1. These Bylaws may be amended at any meeting of the Corporation by three- fourths (¾) 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 (10) days before said meeting.

ARTICLE VIII: SALARIES AND EXPENSES

Section 1. All officers and members at-large shall serve without compensation. The Executive Board may authorize the disbursement of such necessary incidental expenses as may be properly incurred by officers or members at-large in the transaction of business of this Corporation by way of reimbursement.

ARTICLE IV: RULES OF ORDER

Section 1. All meetings of the Corporation and of the Executive Board shall be conducted in accordance with the latest revised edition of Robert’s Rules of Order.