Proposed New Bylaws

          AMENDED AND RESTATED BYLAWS

FRIENDS OF THE CHATTANOOGA PUBLIC LIBRARY

ARTICLE I. Name and Purposes

Section 1. The name of this organization shall be the Friends of the Chattanooga Public Library, hereafter also referred to as the Friends.

Section 2. The purposes of this organization shall be:

a. to create public interest in the Chattanooga Public Library, inclusive of all its branches, and herein also referred to as the Library, and to represent it to the community;

b. to promote the growth, development and greatest possible use of the Chattanooga Public Library;

c. to serve as an advisory auxiliary to the Board of Directors and the Director of the Library, and to support and cooperate with the Library in developing Library services and facilities for the community;

d. to enrich the Library’s resources through funds derived from memberships and special projects; to encourage gifts of books and other publications which will be compatible with the objective of the Library; and to encourage endowments and bequests;

e. to develop support among legislators and other elected officials;

f. to affiliate with the Friends of Tennessee Libraries, Inc. and attend their meetings and workshops; and

g. to support the freedom to read as expressed in the American Association Library Bill of Rights.

ARTICLE II. Membership

Section 1. Membership shall be open to all individuals and groups who support the purposes of this organization.

Section 2. Each membership shall be entitled to one (1) vote.

Section 3. Membership shall be classified by appropriate designations as determined by the Executive Council of the Friends.

Section 4. Honorary memberships may be conferred upon persons for outstanding support or service to the Friends of the Chattanooga Public Library. Honorary members shall pay no dues but shall retain full membership rights.


ARTICLE III. Membership Meetings

Section 1. The general membership shall meet at the Annual Meeting, which shall be held no later than November 30 of each year at a time and place to be specified by the Executive Council.

Section 2. Notice of the time and place of each Annual Meeting shall be given not less than fourteen (14) days prior to the meeting.

Section 3. Regular and special meetings, in accordance with Section 2, may be called by the Chair of the Executive Council, or by seven (7) members of the Executive Council, or by thirty-five percent (35%) of the total general membership. The purpose of the meeting shall be stated in the call. Except in cases of emergency, at least seven (7) days’ notice shall be given.

Section 4. A quorum shall consist of the members present, after the meeting has been duly announced in accordance with Section 2.

ARTICLE IV. Dues and Donations

Section 1. The annual dues for each type of membership and the designation and amount of each category of donation shall be set by the Executive Council.

Section 2. Annual dues are payable upon joining the Friends. Members shall be notified of the due date of annual dues and notified again when dues are two months in arrears. Those members whose dues are not paid within one month thereafter shall be automatically dropped from membership.

Section 3. The dues structure may be changed by a majority vote of the Executive Council.

ARTICLE V. Executive Council

Section 1. The business of the organization shall be administered by the Executive Council, hereafter also referred to as the Council.

Section 2. The Executive Council shall consist of a minimum of nine (9) members elected from the membership of the Friends of the Chattanooga Public Library.

Section 3. Members of the Council shall be elected by a majority vote of the general membership in attendance at the Annual Meeting. Members shall serve staggered three (3) year terms, and no member may serve more than two (2) consecutive terms. New terms shall begin January 1 following election.

Section 4. The Chair of the Board of Directors and the Director of the Chattanooga Public Library, or their designees, shall be ex-officio members of the Council, without vote.

Section 5. Meetings of the Executive Council shall be held monthly, unless otherwise decided by the Council; the date and the time to be set by the Council. Special meetings may be called by the Chair, or by seven (7) members of the Council, or by thirty-five percent (35%) of the general membership of the organization.

Section 6. A majority of the Executive Council shall constitute a quorum for the transaction of business at any of its meetings.

Section 7. No member shall take independent action without the consent of the Council or, in special cases, the Chair.

Section 8. Should any member of the Executive Council be absent without reasonable cause or without notification to the Chair or the Secretary or other designated person for three (3) consecutive regular meetings of the Council, the absences shall be understood as an implied resignation from the Council.

Section 9. Council vacancies shall be filled by appointment by the Chair, with the approval of a majority vote of the Executive Council, for the unexpired term.

Section 10. Members of the Friends of the Chattanooga Public Library may attend scheduled monthly meetings of the Executive Council, however, any members wishing to address the Council must give two (2) weeks notice to the Chair thereby allowing time for any necessary adjustments in the meeting’s agenda.

Section 11. Each member of the Executive Council is expected to provide a minimum of 30 hours of volunteer service for the Friends each year.

ARTICLE VI. Officers and Terms of Office

Section 1. Officers of the Executive Council shall be the Chair, Vice-Chair, Secretary, Treasurer, and Past Chair, each, except for the Past Chair, to be elected from among the members of the Executive Council by a majority vote of the Council. These five persons shall constitute the Executive Committee of the Council.

Section 2. The officers shall be elected prior to the Annual Meeting to serve a term of one (1) year, or until their successors are elected, and each term of office shall begin January 1 following election. No officer may be elected to serve for more than three (3) successive terms in the same office.

Section 3. The officers shall have all the usual powers and duties of officers as defined by Robert’s Rules of Order.

Section 4. Any vacancies occurring in any office of the Executive Committee during the term of service shall be filled by the Council for the remainder of the unexpired term.

ARTICLE VII. Committees

Section 1. Standing committees, and any special committees necessary to achieve the work of the organization, shall be appointed by the Chair, subject to the approval of the Executive Council. The Chair shall be an ex-officio member of all committees except the nominating committee.

Section 2. The standing committees and their duties are:


  1. Membership - To increase membership in the Friends and to promote participation and support in the organization;
  2. Nominating - To annually recommend, for the Executive Council’s approval, candidates to fill vacancies on the Council and to nominate candidates for the Council offices;
  3. Publicity – To jointly prepare with the Library staff a newsletter to inform the general membership of the goals and accomplishments of the Friends, to promote events sponsored by the Friends and to provide promotional material such as brochures and news releases, subject to the approval of the Executive Council;
  4. Fundraising, Memorials, Endowments, and Archives – To encourage memorial gifts, endowments, bequests, and other projects which will enrich the resources of the Library and to promote the donation of appropriate archival materials, consisting of manuscripts, personal papers, scrapbooks, and other publications of an historical nature;
  5. Bylaws – To draft the forms of resolution, bylaws, or amendments to the Bylaws or Charter and to recommend resolutions, bylaws, or amendments as may be deemed appropriate by the committee;
  6. Book Sale – To plan, promote, and conduct the Friends’ Book Sale(s). The Chair(s) is exempt from term limitations of the Council.
Section 3. Each committee shall submit to the Chair a written annual report of its activities containing any recommendations considered necessary or advisable. These reports are due at the final meeting of the year.

Section 4. Excepting the Bylaws and Nominating Committees, committee membership is open to all members of the Friends of the Chattanooga Public Library. 

Section 5. Active participation on committees by Executive Council members is encouraged.

Section 6. No committee or member shall have any authority to make any contract, or to incur any indebtedness, obligation, or liability in the name of, or on behalf of the organization without the authority and approval of the Executive Council.


ARTICLE VIII. Miscellaneous

Section 1. This organization shall not be operated for profit. Funds raised in the name of the Friends of the Chattanooga Public Library shall be expended in support of the purposes of this organization and under the direction of the Executive Council of the Friends.

Section 2. No part of the net earnings of this organization or funds derived from the liquidation or dissolution of this organization shall be used to compensate a private individual or member for services to this organization.

Section 3. In the event this organization ceases to exist, all of the property and assets thereof shall become the property of the Chattanooga Public Library.

Section 4. The Treasurer shall provide a financial report at the Annual Meeting.

Section 5. Robert’s Rules of Order shall govern parliamentary procedure.

ARTICLE IX. Amendments

Section 1. Upon approval by a simple majority vote of the Executive Council, amendments to the Bylaws may be adopted by a two-thirds (2/3) vote at any regular or special meeting of the Friends of the Chattanooga Public Library, provided that adequate notice of the proposed amendment or amendments has been furnished to all members.

Section 2. Adequate notice shall be provided two (2) weeks prior to such a meeting, and shall include, but not be limited to, publication in a newsletter, telephoning, or mailing, either by post or electronic.