(Draft for Discussion Purposes Only)
A Pennsylvania Nonprofit Corporation
ARTICLE 1 – DEFINITIONS
SECTION 1.1 Definitions.
The following terms used in these Bylaws shall have the meanings set forth below.
A.”Act” means the Pennsylvania Nonprofit Corporation Law of 1988, as amended.
B.”Board” means the Board of the Corporation.
C.”Member” means an organization that is in good standing with the corporation.
D.”Commonwealth” means the Commonwealth of Pennsylvania.
E.”Corporation” means KUDOS.
F.”Director” means an individual serving on the Board.
SECTION 1.2 Statutory Definitions.
Other capitalized terms used in these Bylaws shall have the applicable meanings set forth in Part II of Title 15 of the Pennsylvania Consolidated Statutes.
ARTICLE 2 – PURPOSES
SECTION 2.1 Purposes.
The purposes of the Corporation are educational, literary, and scientific, specifically: to promote the study and improve the Koha Circulation System
ARTICLE 3 – OFFICES
SECTION 3.1 Offices.
The registered office of the Corporation shall be located in the Commonwealth. The Corporation may have any number of offices at such places as the Board may determine.
ARTICLE 4 – SEAL
SECTION 4.1 Seal. The Seal of the Corporation shall be in such form as the Board may determine.
SECTION 4.2 Seal Not Required.
Except as otherwise required by statute, the affixation of the Seal shall not be necessary to the valid execution, assignment, or endorsement by the Corporation of any instrument in writing.
ARTICLE 5 – MEMBERSHIP
SECTION 5.1 Membership. The Corporation shall have one class of membership.
SECTION 5.2 Qualifications. Any library currently using the Koha on-line circulation system as its primary circulation program and or catalog.
SECTION 5.3 Application for membership. Applications for membership can be requested from the Secretary of the Corporation. Completed applications are to be submitted to the Secretary.
SECTION 5.4 Admission to membership. The Secretary will present the application to the Board for consideration at it is next scheduled meeting. The decision of the Board shall be final ad conclusive.
SECTION 5.5 Fees and dues. All fees and or dues are to determined by the Board of Directors.
SECTION 5.6 Membership in good standing. A member in good standing, within the meaning of these by-laws, is one who is not in default in the payment of dues.
SECTION 5.7 Membership voting power. Each member library is entitled to one vote.
SECTION 5.8 Nonpayment of membership dues. Membership of any member whose dues for the calendar year remain unpaid after the end of May in the following year shall have its membership terminated.
SECTION 5.9 Transfer of membership. Membership in the club shall not be transfered or assigned.
ARTICLE 6 – BOARD OF DIRECTORS
SECTION 6.1 Board of Directors.
The business and affairs of the Corporation shall be managed under the direction of the Board. The powers of the Corporation shall be exercised by, or under the authority of, the Board, except as otherwise provided by statute, these Bylaws, or a resolution of the Board.
SECTION 6.2 Qualification of Directors.
Each Director shall be a natural person of full age who need not be a resident of the Commonwealth.
SECTION 6.3 Number and Election of Directors.
The Board shall consist of not fewer than one and not more than four Directors. The Directors shall be determined by the Board at the annual meeting of the Board. Each Director shall be elected for a perpetual term or for such other term as the Board may determine by resolution.
SECTION 6.4 Term of Office.
Each Director shall hold office until the expiration of the term for which he or she was elected and until his or her successor has been elected and qualified or his or her earlier death, resignation, or removal.
SECTION 6.5 Procedure for Nomination of Candidates for Directors.
a. No person shall be eligible for election as a Director at a meeting of the Board unless he or she has been duly nominated in accordance with the procedures specified in paragraph (b) of this Section.
b. The President shall announce at the meeting of the Board the number of Directors to be elected at the meeting, shall declare the nominations of candidates for election as Director are open and shall call for nominations from the floor. Nominations may be made by any Member who is entitled to vote at the meeting. Nominations need not be seconded. After nominations have been made, the President shall, on motion, declare the nominations closed, and thereafter no further nominations may be made.
SECTION 6.6 Vacancies.
Vacancies in the Board, including vacancies resulting from an increase in the number of Directors, shall be filled by a majority of the remaining Directors though less than a quorum. Each person so elected shall be a Director to serve for the balance of the unexpired term.
SECTION 6.7 Removal of Directors.
Any Director may be removed from office without assigning any cause by the vote of a majority of the Board at any meeting of the Board.
SECTION 6.8 Resignations.
Any Director may resign at any time by giving written notice to the Corporation. The resignation shall be effective upon receipt by the Corporation or at such subsequent time as may be specified in the notice of resignation.
SECTION 6.9 Compensation of Directors.
No Board member shall receive any pay or restitution for serving on the board. The Board does have the authority to authorize the reimbursement of travel expenses, of Directors.
SECTION 6.10 Voting Rights.
Every Director shall be entitled to one vote in person or by proxy.
SECTION 6.11 Voting by Proxy.
Any absent Director entitled to vote at any meeting of the Board may be represented and may vote at such meeting by a proxy authorized in writing. Such written authorization must specify the matter with respect to which the proxy is granted, must be signed and dated by the Director granting the proxy, and must be filed with the Secretary of the Corporation
ARTICLE 7 – COMMITTEES
SECTION 7.1 Establishment and Powers.
The Board may, by resolution adopted by a majority of the Directors, establish one or more committees to consist of one or more Directors of the Corporation. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all of the powers and authority of the Board, except that no committee shall have any power or authority as to the following.
a. The filling of vacancies in the Board.
b. The adoption, amendment, or repeal of the Bylaws.
c. The amendment or repeal of any resolution of the Board
d. Action on matters committed by the Bylaws or by resolution of the Board to another committee of the Board.
SECTION 7.2 Term.
Each committee of the Board shall serve at the pleasure of the Board.
SECTION 7.3 Committee Organization.
Each committee shall keep regular minutes of its proceedings and report the same to the Board at each regular meeting. Each committee shall determine its own organization and times and places of meetings unless the Board otherwise directs.
ARTICLE 8 – MEETINGS
SECTION 8.1 Place of Meetings.
Meetings of the corporation may be held at such place within or without the Commonwealth as the Board may appoint or as may be designated in the notice of the meeting.
SECTION 8.2 Annual Meeting.
Unless the Board provides by resolution for a different time and date, the annual meeting of the corporation, for the election of Directors, the election of officers, or the transaction of any other business which may be brought before the meeting, shall be held at the annual American Library Association Convention. The actual date of the meeting will be determined and advertised to the membership at least sixty calendar days before the meeting.
Immediately after each election of Directors, the newly constituted Board shall meet without prior notice at the place where such election of Directors was held, or at any other place and time designated in a notice given as provided in section 11.1, for the purposes of the election of officers or the transaction of any other business.
SECTION 8.3 Regular Meetings.
Regular meetings of the Corporation may be held at such place and time as shall be designated by standing resolution of the Board. If the date fixed for any such meeting is a legal holiday under the laws of the Commonwealth, the annual meeting shall be held on the next succeeding business day which is not a legal holiday under the laws of the Commonwealth or at such other time as may be determined by resolution of the Board. At such meetings, the Directors shall transact such business as may properly be brought before the meeting. Notice of the regular meetings need not be given.
SECTION 8.4 Special Meetings of the Corporation.
Special meetings of the Corporation may be called by the President or by any Director and shall be held at such time and place as shall be designated in the call for the meeting. Five days’ notice of any special meeting shall be given to each Director pursuant to Section 11.1 or by telephone. Such notice shall state the time and place of such special meeting but need not state the purpose of the special meeting.
SECTION 8.5 Quorum.
A majority of the Directors shall constitute a quorum for the transaction of business. The acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board.
SECTION 8.6 Participation in Meetings.
One or more Directors may participate in a meeting of the Board or a committee thereof by means of conference telephone, interactive computer network, or similar communications equipment by means of which all persons participating in the meeting can communicated with each other.
SECTION 8.7 Organization.
Every meeting of the Board shall be presided over by the President or, in the absence of the President, a chairman chosen by the President. The Secretary or, in the absence of the Secretary, a person appointed by the President, shall act as Secretary. The Treasurer or, in the absence of the Treasurer, a person appointed by the President, shall act as Treasurer.
SECTION 8.8 Consent of Directors in Lieu of Meeting.
Any action which may be taken at a meeting of the Directors may be taken without a meeting, if a consent or consents in writing, setting forth the action so taken, shall be signed by all Directors and filed with the Secretary of the Corporation.
ARTICLE 9 – OFFICERS
SECTION 9.1 Number.
The officers of the Corporation shall include a President, a Secretary, and a Treasurer; and such other officers as the Board may determine by resolution. Any number of offices may be held by the same person.
SECTION 9.2 Qualification of Officers.
The officers shall be natural persons, except that the Treasurer may be a corporation. The officers may be, but are not required to be, Directors of the Corporation.
SECTION 9.3 Election and Term of Office.
The officers of the Corporation shall be elected by the Board at any meeting of the Board and each shall serve at the pleasure of the Board.
SECTION 9.4 Removal of Officers.
Any officer may be removed from office without assigning any cause, by a majority of the Board at any meeting of the Board.
SECTION 9.5 Resignations.
Any officer may resign at any time by giving written notice to the Corporation. The resignation shall be effective upon receipt by the Corporation or at such subsequent time as may be specified in the notice of resignation.
SECTION 9.6 The President.
The President shall be the chief executive officer of the Corporation and shall have general supervision over the business and operations of the Corporation, subject to the control of the Board. The President shall execute, in the name of the Corporation, deeds, mortgages, bonds, contracts, and other instruments authorized by the Board, except in cases where the execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation. In general, the President shall perform all duties incident to the office of President and such other duties as may be assigned by the Board.
SECTION 9.7 The Secretary.
The Secretary shall attend all meetings of the Board. The Secretary shall record all votes of the Board and the minutes of the meetings of the Board in a book or books to be kept for that purpose. The Secretary shall see that the required notices of meetings of the Board are given and that all records and reports are properly kept and filed by the Corporation. The Secretary shall be the custodian of the Seal of the Corporation and shall see that it is affixed to all documents to be executed on behalf of the Corporation under its Seal. In general, the Secretary shall perform all duties incident to the office of Secretary and such other duties as may be assigned by the Board or the President.
SECTION 9.8 The Treasurer.
The Treasurer shall have custody of corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. The Treasurer shall have full authority to receive and give receipts for all money due and payable to the Corporation, and to endorse checks, drafts, and warrants in its name and on its behalf and to give full discharge for the same. The Treasurer shall deposit all funds of the Corporation, except such as may be required for the current use, in such banks or other places of deposit as the Board may designate. In general, the Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may be assigned by the Board or the President.
ARTICLE 10 – NOTICE
SECTION 10.1 Written Notice.
Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by, Telex, or TWX (with answer back received), or courier service, charges prepaid, or by facsimile transmission, to his or her address (or to his or her Telex, TWX, or facsimile number) appearing on the book of the Corporation or, in the case of Directors, supplied to him or the Corporation for the purpose of notice. If the notice sent by mail, or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail, or with a courier service for delivery to that person or, in the case of Telex or TWX, when dispatched. A notice of meeting shall specify the place, day, and hour of meeting and any other information required by the Act. Except as otherwise provided by the Act or these Bylaws, when a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting, or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.
SECTION 10.2 Waiver by Writing.
Whenever any written notice is required to be given, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of notice. Neither the business to be transacted at, nor the purpose of, a meeting need be specified in the waiver of notice of the meeting.
SECTION 10.3 Waiver by Attendance.
Attendance of a person at any meeting shall constitute a waiver of notice of the meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
ARTICLE 11 – CONFLICTS OF INTEREST
SECTION 11.1 Interested Directors and Officers.
A contract or transaction between the Corporation and one or more of its Directors of officers or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Directors or officers are directors or officers, or have a financial interest, shall not be void or voidable solely for such reason, or solely because the Director or officer is present at or participates in the meeting of the Board which authorizes the contract or transaction is authorized, or solely because his, her, or their votes are counted for that purpose, if:
a. the material facts as to the relationship or interest and as as to the contract or transaction are disclosed or are known to the Board and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directors even though the disinterested directors are less than a quorum; or
b. the contract or transaction is fair as to the Corporation as of the time that it is authorized, approved, or ratified by the Board.
Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board which authorizes the contract or transaction
ARTICLE 12 – INDEMNIFICATION
SECTION 12.1 Indemnification.
The Corporation shall indemnify any Director or office of the Corporation and who was or is a party or is threatened to be made a party to any proceeding (which shall include for the purposes of this Article any threatened, pending, or completed action, or other proceeding whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation)) by reason of the fact that such person was or is an authorized representative of the Corporation against expenses (which shall include for purposes of this Article attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
SECTION 12.2 Advancement of Expenses.
The Corporation shall pay the expenses (including attorneys’ fees and disbursements) actually and reasonably incurred in defending a proceeding on behalf of any person entitled to indemnification under Section 12.1 in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this Article. The financial ability to make such repayment shall not be prerequisite to the making of an advance.
SECTION 12.3 Security for Indemnification Obligations.
To further effect, satisfy, or secure the indemnification obligations provided herein or otherwise, the Corporation may maintain insurance, obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cash collateral, or other fund or account, enter into indemnification agreements, pledge or grant a security interest in any assets or properties of the Corporation, or use any other mechanism or arrangement whatsoever in such amounts, at such costs, and upon other terms and conditions as the Board shall deem appropriate.
SECTION 12.4 Reliance Upon Provisions.
Each person who shall act as a Director or officer of the Corporation shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article.
SECTION 12.5 Amendment or Repeal.
All rights of indemnification under this Article shall be deemed a contract between the Corporation and the person entitled to indemnification under this Article pursuant to which the Corporation and each such person intend to be legally bound. Any repeal, amendment, or modification hereof shall be prospective only and shall not limit, but may expand, any rights or obligations in respect of any proceeding whether commenced prior to or after such change to the extent such proceeding pertains to actions or failures to act occurring prior to such change.
SECTION 12.6 Scope of Article.
The indemnification, as authorized by this Article, shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statue, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in an official capacity and as to action in any other capacity while holding such office. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall continue as to a person who has ceased to be a Director or an officer of the Corporation in respect of the proceedings pertaining to actions or failures to act occurring prior to such time, and shall inure to the benefits of the heirs, executors, and administrators of such person.
ARTICLE 13 – ANNUAL REPORT
SECTION 14.1 Annual Report.
The President and Treasurer shall present the Board at its annual meeting a report, verified by the President and Treasurer or by a majority of the Board, showing in appropriate detail the following:
a. The assets and liabilities, including trust funds, of the Corporation as of the end of the fiscal year immediately preceding the date of the report.
b. The principal changes in assets and liabilities, including trust funds, during the year immediately preceding the date of the report.
c. The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.
d. The expenses or disbursements of the Corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the Corporation.
The annual report of the Board shall be filed with the minutes of the annual meetings of the Board.
ARTICLE 14 – TRANSACTION OF BUSINESS
SECTION 14.1 Real Property.
The Corporation shall make no purchase of real property nor sell, mortgage, lease away, or otherwise dispose of its real property, unless authorized by the vote of two-thirds (2/3) of the Board. If the real property is subject to a trust, the conveyance away shall be free of trust and the trust shall be impinged upon the proceeds of such conveyance.
SECTION 14.2 Negotiable Instruments.
All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board may designate.
ARTICLE 15 – CORPORATE RECORDS
SECTION 15.1 Corporate Records.
The Corporation shall keep at its registered office or at its principal place of business (a) an original or duplicate record of the proceedings of the Board, (b) the original or a copy of its Bylaws, including all amendments thereto to date, and (c) appropriate, complete, and accurate books or records of account.
ARTICLE 16 – AMENDMENTS
SECTION 16.1 Amendments.
The Bylaws of the Corporation may be amended by a majority vote of the Board at any meeting after written notice of such purpose has been given.
ARTICLE 17 DISSOLUTION
SECTION 17.1 Dissolution of Corporation
A two-thirds vote of the membership shall be required to sell or mortgage assets of the corporation not in the regular course of business or to dissolve the corporation.
SECTION 17.2 Disposition of assets
Upon dissolution of the corporation, any assets remaining after payment of or provision for its debts and liabilities shall, consistent with the purposes of the organization, be paid over to either the Commonwealth of Pennsylvania or charitable organizations exempt under the provisions of Section 501(c)(3) of the U.S. Internal Revenue Code or corresponding provisions of subsequently enacted federal law. No part of the net assets or net earnings of the corporation shall inure to the benefit of or be paid or distributed to an officer, director, member, employee, or donor of the organization.
ARTICLE 18 – MISCELLANEOUS
SECTION 18.1 Fiscal Year.
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December.
SECTION 18.2 Number.
The singular when used in these Bylaws shall also refer to the plural, and vice versa, as appropriate.
SECTION 18.3 Headings.
In interpreting these Bylaws, the headings of articles shall not be controlling.