MEDINA COMMUNITY LIBRARY
Rev A. Revised and adopted by the MCL BOD on July 13, 2021
The name of the corporation (hereafter referred to as the “Corporation”) is “Medina Community Library.”
The initial principal business office of the Corporation shall be located at Hatfield Realty Office, 13947 State Hwy 16 N, Medina, Texas 78055. The location of such principal office may be changed from time to time by the directors of the Corporation.
The Corporation’s operations shall be confined to the purposes set forth in its Articles of Incorporation.
3.1 Corporate Purposes. The purposes for which the corporation is organized are the charitable, educational and literary purposes permitted of charitable organizations recognized by the Internal Revenue Service under Section 501(c)(3) of the Internal Revenue Code, as amended. The corporation is organized and shall be operated exclusively for charitable, educational and literary purposes within the Medina, Texas community, including such programs, activities and services as are generally associated with community libraries.
Specific purposes include the development and maintenance of a permanent collection of books and other materials of local interest and of literary, educational, historical and cultural value; the promotion of literacy, cultural enrichment and life-long learning; the establishment and maintenance of a community resource center to house the collection, provide exhibition space and a place to meet for the informal exchange of information, ideas, knowledge and experience; and the solicitation of donations, gifts, bequests, grants and other forms of public and private assistance to support these activities.
3.2 Limitations. No portion of the funds, net earnings, or property of the Corporation shall inure to the benefit of any director, officer, or private individual, and no substantial part of the direct or indirect activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, or participating in or intervening in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
The Corporation shall not have members.
BOARD OF DIRECTORS
5.1 Governing Body and Power The directors of the Corporation shall constitute its governing body. Collectively they shall be known as the Board of Directors, and shall have such powers and authority as shall be conferred upon them by the Articles of Incorporation, these Bylaws and the general laws of the State of Texas.
5.2 Number. The initial Board of Directors shall consist of six members. This number may be increased or decreased from time to time, by majority vote of the Board of Directors, without amendment to these Bylaws, provided that no decrease shall have the effect of shortening the term of any incumbent director, and provided that there shall never be fewer than three directors at any time.
5.3.Tenure. Directors shall serve three-year terms, staggered initially so as to have at approximately one-third of the directors’ terms expire annually. (Rev A) A Director’s term may be extended for an additional year if approved by a majority of board members present at the annual meeting. Staggering of Director’s terms must still be maintained. Any vacancy on the Board between regular elections may be filled by the Board’s appointment of a qualified individual, and such appointed director shall complete the unexpired term of that vacated board seat.
5.4 Number of Terms. Directors may serve no more than two consecutive three-year terms. Directors whose initial term is shortened in order to stagger the board rotation may serve two full three-year terms thereafter if elected. (Rev A) An officer may serve an additional year if approved by a majority of board members present at the annual meeting.
5.5 Resignation. The Board of Directors may accept the resignation of any director submitted, either in writing or orally, to any meeting of the Board.
5.6 Advisory Directors. The Board of Directors may create an Advisory Board and may establish the number of Advisory Directors and their term of office. Advisory Directors shall not have the right to vote on any matter involving the management of the affairs of the Corporation, shall not be counted in determining the presence or absence of a quorum of the Board of Directors, but may otherwise participate fully in all discussions.
5.7 Election of Directors.
Election of Directors shall be held at the first meeting of each calendar year.
The Corporation shall establish such committees as may from time to time be designated by resolution of the Board of Directors. These committees may consist of persons who may or may not be members or directors. Chairs of all committees shall act in an advisory capacity to the Board.
7.1 Number, Date and Place. The Corporation shall hold at least six regular meetings of the Board of Directors in each calendar year. Special meetings of the Board of Directors may be called by the President or by at least one-third of the directors then holding office. All regular and special meetings of the Board shall be held in Texas, at a place and time designated by the President. Directors calling a meeting shall designate the time and place.
7.2 Notice. Notice of all meetings of the Board of Directors of the Corporation, stating the time and place of such meeting, or in case of meeting by electronic means the time and method of meeting, shall be given by any officer of the Corporation or the Executive Director of the Corporation by mail, email, or other similar means to each director at his or her electronic identifier/address as maintained in the records of the Corporation. Notice of regular meetings shall be given at least ten (10) days prior to the date of the meeting. Notice of special meetings shall be given at least three (3) days prior to the date of the meeting. No notice need be given to any director from whom a written waiver of notice has been received.
7.3 Quorum. A quorum of the Board of Directors shall be a majority of the Board of Directors.
7.4 Action Without a Meeting Any action which may be taken at a meeting of the Board of directors or any committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof, or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote.
An electronic transmission by or on behalf of a director or member of a committee consenting to an action to be taken and transmitted by or on behalf of a director or member of a committee is considered written, signed and date for the purpose of this section if the transmission sets forth or is delivered with information from which the Corporation can determine that the transmission was transmitted by or on behalf of the director or member of a committee and the date on which the electronic transmission was transmitted by or on behalf of the director or member of a committee. Unless the consent is otherwise dated, the date of the transmission is the date on which the consent was signed.
7.5 Meetings or Actions Taken by Electronic Means. Subject to the provisions of these Bylaws for notice of meetings, members of the Board of Directors of the Corporation and members of any committee designated by the Board may participate in and hold a meeting of the members of the Board or committee by any electronic means, including telephone, video-conference, web-conference, or other similar technology whereby all persons participating in the meeting can hear each other, and adequately communicate with each other and participate in any such meeting. Participation in such a meeting by electronic means pursuant to this section shall constitute presence at the meeting, except for a person who participates in the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called, of take any action without a meeting.
8.1 Officers. The officers of the Corporation shall be a President, Secretary, and Treasurer. Officers are not required to be members of the Board of Directors.
8.2 Election. The officers shall be elected by the directors of the Corporation at each annual meeting of the Board of Directors and shall hold office for one year and until their successors have been elected and have qualified. No person shall hold the same office for more than three consecutive years.
8.3 Removal. Any officer may be removed at any time, with or without cause, by resolution of the directors at any meeting of the Board.
8.4 President. The President shall preside at all meetings of the Board of Directors. He or she shall be the chief executive officer of the Corporation and shall perform all of the duties commonly incident to his or her office and such other duties as the Board of Directors shall designate from time to time.
8.5 Secretary. The Secretary shall keep accurate minutes of all meetings of the Board of Directors and shall perform such other duties commonly incident to the office of Secretary, and shall have such other duties and powers as the Board of Directors may designate and assign from time to time.
8.6. Treasurer. The Treasurer shall keep or cause to be kept full and accurate records of all receipts and disbursements in the financial books of the Corporation and shall perform such other duties commonly incident to the office of Treasurer and shall have such other duties and powers as the Board of Directors may designate and assign from time to time. If required by the directors, the treasurer shall give to the Corporation a bond in a sum determined by the directors, conditioned upon the faithful performance of his or her duties and for the restoration to the Corporation in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, or other property of any kind whatsoever in his or her possession or control belonging to the Corporation.
8.7 Vacancy. If any office shall become vacant for any reason, the Board of Directors shall appoint a successor or successor for the unexpired term or terms.
8.8 Compensation. Officers and directors of the Corporation shall perform the normal duties associated with their respective offices without compensation. Officers and directors who perform special or extraordinary services for the Corporation may be compensated for such services if, and only if, two-thirds of all of the directors then holding office (excluding for this purpose any director whose compensation is to be established) and a majority of the Appointed Directors determine, before such services are performed, that the services are extraordinary or special in scope and also establish, before the services are performed, the amount to be paid to the officer or director for the full and proper performance of such services. An officer or director whose compensation is to be considered shall not be present for the discussion of such issue or vote on such issue.
8.9 Delegation of Powers. In the event of the absence or disability of an officer of the Corporation, the Board of Directors may delegate his or her powers and duties for the time being to another officer.
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
9.1 Execution of Instruments. The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit to or render it liable monetarily for any purpose or in any amount.
9.2 Checks and Notes. Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the Corporation.
9.3 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
9.4 Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this Corporation.
10.1 Indemnification. The Corporation shall have the full power to indemnify and advance or reimburse expenses pursuant to the provisions of the Texas Business Organizations Code
To any person entitled to indemnification under the provisions of the Texas Business Organizations Code.
10.2 Indemnification provided in this Article shall not be exclusive of any other rights to which a person who held a position identified in Section
10.3 Insurance. The Corporation may purchase and maintain insurance or another.
arrangement on behalf of any person who is or was a member, director, officer, employee,
or agent of the Corporation or who is or was serving at the request of the Corporation as
a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic corporation, employee benefit plan, other
enterprise, or other entity, against any liability asserted against him or her and incurred.
by him or her in such a capacity or arising out of his or her status as such a person, whether.
or not the Corporation would have the power to indemnify him or her against that
liability. Without limiting the power of the Corporation to procure or maintain any kind
of insurance or other arrangement, the Corporation may, for the benefit of persons
indemnified by the Corporation, (1) create a trust fund; (2) establish any form of self insurance;
(3) secure its indemnity obligation by grant of a security interest or other lien
on the assets of the Corporation; or (4) establish a letter of credit, guaranty, or surety
arrangement. The insurance or other arrangement may be procured, maintained, or
established within the Corporation or with any insurer or other person deemed
appropriate by the Board of Directors regardless of whether all or part of the stock or
other securities of the insurer or other person are owned in whole or part by the
Corporation. In the absence of fraud, the judgment of the Board of Directors as to the
terms and conditions of the insurance or other arrangement and the identity of the insurer
or other person participating in an arrangement shall be conclusive and the insurance or
arrangement shall not be voidable and shall not subject the directors approving the
insurance or arrangement to liability, on any ground, regardless of whether directors
participating in the approval are beneficiaries of the insurance or arrangement.
10.3 Insurance. The Corporation may purchase and maintain insurance on behalf of any person (or may reimburse any such person for the reasonable and necessary cost of obtaining and maintaining personal insurance) against any liability which may be incurred by him or by her arising out of his or her status as a director, officer, committee member or employee of the Corporation, whether or not the Corporation would have the power to indemnify him or her against any such liability in Section 10.1.
The corporation shall not discriminate on the basis of race, color, religion, sex, or national origin.
The fiscal year of the Corporation shall end on December 31 of each year.
All meetings of the Board of Directors and any committee shall be conducted, upon request of any participant, pursuant to the parliamentary authority provided in the most recent revision of “Robert’s Rules of Order.”
These Bylaws may be amended at any meeting of the Board of Directors, provided that notice of the proposed amendment or amendments shall have been given in the notice of such meeting. Amendments of the Bylaws shall require the affirmative vote of two-thirds of the directors present. Notice of proposed amendments shall be given to the directors at least ten (10) days’ prior to the meeting.
I, Susan Crawford Tracy, certify that the foregoing document constitutes the Bylaws of the Medina Community Library, a Texas nonprofit corporation, by the unanimous written consent of all members of the Board of Directors of the Medina Community Library under the provisions of Article 1396-9.10(A) of the Texas Non-Profit Corporation Act.
Susan Crawford Tracy, Secretary, Medina Community Library
Bylaws approved by the Board August 14, 2000
Thad Emmons, President of the Board Medina Community Library
Bylaw changes approved by the Board April 2023