The Rhode Island Center for the Book at Providence Public Library

BYLAWS

Article I - Name

The name of this organization is the Rhode Island Center for the Book at Providence Public Library, hereafter referred to in these bylaws as the Center.

Article II - Affiliations

The Center is affiliated with the Library of Congress National Center for the Book and was authorized by the National Center in January of 2003, with a six month extension given in January of 2006. This affiliation must be renewed every three (3) years.

There shall be a Memorandum of Understanding between the Center and the host organization, to be reviewed annually.

Article III - Mission & Vision

The Rhode Island Center for the Book at Providence Public Library celebrates the art and heritage of reading, writing, making, and sharing books. The Center promotes a love for books among people of all ages and backgrounds through a variety of programs and activities across Rhode Island.

The Center envisions a dynamic environment for book culture that connects communities, appreciates imagination and craft, and encourages exploration of the written word.

Article IV - Membership

Section 1. Legal Body. The Corporation shall be composed of the incorporating Board of Directors, hereafter referred to as the Board, and its successors.

Section 2. Legal Control and Liability. Except that individual members of a participating or sponsoring public or private organization may serve as members of the Board, those entities shall have no legal control over the Center and are in no way to be held responsible for any liabilities the Center might incur.

Section 3. Members. The Board shall create, maintain, and promote classes of individual, organizational, and business members, and specify their responsibilities and benefits, in order to achieve the mission of the Center.

Article V - Annual Meeting

The annual meeting of the Center shall be held in the spring of each year, at a day and time established by the Board. The business of the meeting shall be to elect Officers and Board members, receive reports, present report(s) to the Center's members, and take such other action as may be required. Officers and Board members shall begin their term of office on July 1.

Article VI - Board

Section 1. Responsibilities. The general management of this organization shall be vested in an Advisory Board which may delegate the execution of its program to its Officers, Committees and Staff.

Section 2. Composition. The Board shall consist of five (5) Officers and at least seven (7) and not more than sixteen (16) additional members. Two members shall be ex-officio, voting members, one selected by the Office of Information and Library Services (OLIS), and one selected by the host institution. The ex-officio members shall be considered official liaisons between their agencies and the Center for the Book at Providence Public Library. In as much as possible, the Board shall be representative of the people of Rhode Island who are interested in the world of books: authors, educators, publishers, printers, book designers, illustrators, booksellers, librarians, archivists, library supporters, book collectors, and book reviewers and critics. Others may be invited to serve as honorary members.

Section 3. Terms. Board members shall serve for a term of two (2) years and may serve for two (2) additional terms, for a maximum of six (6) years, but then one year must intervene before such a Board members again is eligible for election. Ex officio members are subject to the wishes of their organizations.

Section 4. Meetings

A. Regular Meetings. The Board shall meet monthly, at least eight (8) months of the year, at such location and time as determined by the Board. Notice of the meetings and the agenda shall be sent to the members at least seven (7) business days prior to the meeting.

B. Quorum. The Board shall have a quorum when a majority (one-half plus one) of the current membership is present.

C. Attendance. A member who misses three (3) consecutive meetings may be approached by the president of the Board to reconsider his or her membership.

Section 5. Responsibilities.

A. Collective Responsibilities. The Board shall…

(1) Ensure the mission and implement a long-range plan for the Center.
(2) Ensure effective Center planning and identify and adopt strategic objectives.
(3) Raise sufficient funds to provide for the accomplishment of the Center's programs and activities.
(4) Review the annual budget and project expenses for all of the Center's programs and activities.
(5) Determine the Center's programs and activities and monitor their effectiveness.
(6) Advocate for the Center in the larger community.
(7) Develop leadership and provide for continuity in the Board's governance.

B. Individual Responsibilities. Individual members of the Board shall...

(1) Attend all Board and committee meetings, training sessions, and special activities as appropriate.
(2) Be familiar with the Center, its mission, goals, objectives, programs and operations.
(3) Participate fully and openly in meetings, sharing concerns, ideas and suggestions.
(4) Read, question, and understand financial reports.
(5) Base decisions on careful consideration of factual and relevant data.
(6) Pay the individual membership fees and make a financial gift, within one's means, to the Center annually.
(7) Participate in fund development activities.
(8) Serve on a committee and accept special assignments.
(9) Serve as an ambassador of good will for the Center in the community.
(10) Suggest prospective candidates for Board and committee membership.

Section 6. Vacancies. The Board may fill any vacancy in the Board, however arising, between Annual Meetings. A person thus appointed shall serve out the remainder of the term or until the next Annual Meeting, whichever occurs first.

Article VII - Officers

Section 1. Number and Title. There shall be five (5) elected Officers of the Board: a President, a President Elect/Vice President, an Immediate Past President, a Secretary, and a Treasurer.

Section 2. Duties. In the absence of specific position descriptions, the Officers shall have responsibility for those duties typically held by persons in these offices.

Section 3. Term of Office. The President Elect/Vice President, President, and Immediate Past President shall serve in each of these offices for a term of one year. The Secretary and Treasurer shall be elected for a term of one (1) year and may serve a maximum of three (3) consecutive terms in the same office.

Section 4. Executive Committee

A. Composition & Role. The Officers, plus both ex officio members, shall serve as an Executive Committee for the purpose of planning and coordination, developing an agenda for the Board, and addressing emergencies that cannot wait for the Board.

B. Powers. The Executive Committee shall have the full authority of the Board between meetings of the Board except in...

(1) the election of Officers or the filling of other vacancies on the Board.
(2) the adoption of strategic objectives.
(3) the adoption of the annual budget.

The Executive Committee shall report all actions taken to the Board at its next meeting.

Article VIII - Committees

Section 1. Authority to Create. Committees, planning and working groups, permanent and temporary, may be established by the Board to carry out the objectives of the Center. With the exception of the Nominating/Board Development Committee, the President shall appoint, with the concurrence of the Board, the chair of each committee. Other members may be drawn from the Board or the larger community at the discretion of the chair.

Section 2. Board Development/Nominating Committee

A. Number & Term. The Board Development/Nominating Committee shall consist of seven (7) members, three (3) from the Board, one of whom shall be the Immediate Past-President, and four (4) non-board members who are interested in matters related to the Center's mission, elected at the Annual Meeting for a one-year term. Members of the Nominating Committee shall serve for a maximum of two (2) years. In as much as possible, terms shall be rotated to provide for continuity.

B. Duties. The Board Development/Nominating Committee shall present for election at the Annual Meeting,

(1) a slate of Officers and additional Board members, and
(2) the Nominating Committee for the next cycle. In addition,
(3) the Committee shall research and present for election candidates to fill vacancies on the Board between Annual Meetings. The Committee also shall provide for the orientation of new Board members and shall seek ways to develop the Board's capacity to function.

C. Meetings. The Board Development/Nominating Committee shall meet at least three (3) times a year and shall render a preliminary report to the President no later than March 1. A majority of the members of the Committee shall constitute a quorum, and in the presence of a quorum, a majority of the members in attendance at any meeting shall decide its action.

Article IX - Staff Director

The Director of the Providence Public Library, the host institution, shall designate a person to serve as Staff Director of the Center for the Book at Providence Public Library. The Staff Director reports to the Director of the Providence Public Library. The Staff Director is responsible for all programs of the Center and facilitates the work of the Center to further its goals. The Staff Director, or his or her designee, shall take and distribute the minutes of the Board meetings, but shall not be designated as Secretary for the Board.

Article X - Financial Administration

Section 1. Fiscal Year. The fiscal year shall be from July 1 to June 30.

Section 2. Resource Development. The Center shall solicit and receive funds and other resources for the accomplishment and furtherance of its mission.

Section 3. Fiscal Policies and Internal Controls. Center operating funds, properties, endowments, and other assets shall be managed according to policies and procedures, in place at the host institution to safeguard assets, check the reliability and accuracy of financial records, and ensure compliance with managerial policies in place at the host institution.

Section 4. Personal Gain. No part of the net earnings of the Center shall benefit its Board members, Officers, or other private persons, except that the Center shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the mission of the Center.

Section 5. Indemnification. Any person who at any time serves or shall have served as a member of the Board or Officer of the organization, whether or not in office at the time, shall be indemnified and reimbursed against and for any and all claims and liabilities to which she/he may be or become subject by reason of such service and against and for any and all expenses may be or become subject by reason of such service and against and for any and all expenses necessarily incurred or amounts paid in connection with the defense or reasonable settlement of any legal or administrative proceedings to which she/he is made a party by reason of such service, except in relation to matters as to negligence or misconduct in the performance of her/his official duties. Such right of indemnification and reimbursement also shall extend to the personal representatives of any such person. Such rights shall not be deemed exclusive of any other rights to which any such Board member, Officer or her/his personal representative may be entitled under any other bylaw or any agreement or vote of members of the Board or otherwise.

Section 6. Conflict of Interest. Board members and Officers shall exercise prudence and demonstrate good faith in all Center-related dealings, including but not limited to maintaining the confidentiality of all Board matters; avoiding even the appearance of conflict of interest; accepting gifts or favors offered due to affiliation with the Center; assuring compliance with applicable federal and state statutes and regulations; and faithfully disclosing all relevant information bearing on matters before the Board.

Article XI - Amendments

The bylaws of the organization may be added to, amended, revised or repealed by a two-thirds majority vote of the members of the Board at any regular or special meeting provided that written notice of this action is given to each member at least thirty (30) days prior to the scheduled meeting.

Article XII - Parliamentary Authority

All meetings shall be conducted in accordance with the most recent edition of Robert's Rules of Order, Newly Revised, and it shall constitute the ruling authority in all cases in which it is not inconsistent with these bylaws or with any statute of this State.

Article XIII - Dissolution

In the event of dissolution of the Center, its assets shall be distributed to one or more tax exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Adopted on August 15, 2006