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|Constitution & Bylaws|
Constitution & Bylaws
Name, Purpose, Location
Section 1. Name. The name of this Foundation shall be the Freedom to Read Foundation.
Section 2. Purpose. The purposes of the Foundation are as follows:
No part of the net earnings of the Foundation shall inure to the benefit of any member, trustee, official or individual and no part of its activities shall involve attempts to influence legislation, to carry on propaganda, or to intervene in any political campaign on behalf of any candidate for public office. Further, the Foundation will operate within the meaning of Section 501(c)(3) of the Internal Revenue Code.
Section 3. Location. The location of the principal office of the Foundation shall be in the City of Chicago, County of Cook, and the State of Illinois. The Board of Trustees may establish additional offices from time to time at such places within and without the State of Illinois as it may deem advisable.
Section 4. Corporate Seal. The Foundation shall have a corporate seal which shall have inscribed thereon the full name of the Foundation, the year of incorporation, and the words "Corporate Seal" and "Illinois."
Section 1. Eligibility.Any person, corporation or organization interested in the purposes of the Foundation may become a member upon payment of the dues provided herein. The Board of Trustees may suspend a member for cause by a two-thirds (2/3) vote of the entire Board and may reinstate a member by a three-fourths (3/4) vote of the entire Board.
Section 2. Membership Classifications.There are six (6) individual membership classifications: (Student Members, Regular Members, Contributing Members, Sponsors, Patrons, and Benefactors) and four (4) institutional/organizational membership classifications (Chapter Sponsor, Sponsor, Patron, and Benefactor). Any person, corporation, or organization is entitled to elect the membership classification which is desired by contributing to the Foundation the membership dues required for such classification.
Section 3. Membership Dues, Gifts and Grants.The annual membership dues which must be contributed by members in each of the six (6) individual membership classifications will be established by the FTRF Board of Directors. The individual membership classifications are as follows:
Institutional/organizational members will be divided into four (4) categories to be established by the FTRF Board of Directors, and the annual membership dues that must be contributed by members in each category will be set by the FTRF Board of Directors.
The Foundation may also receive gifts and grants on such terms and conditions as the board of Trustees deems appropriate and consistent with the purposes and objectives of the Foundation.
Section 4. Payment of Dues. Dues for each membership classification are payable on or before April 1st of each membership year. Members whose dues are unpaid on April 1st shall be dropped from membership but will be reinstated at any time thereafter upon payment of dues for the current membership year.
Section 5. Membership Year and Fiscal Year. The membership year of the Foundation shall commence on September 1st of each calendar year and end on August 31st of the next succeeding calendar year. The fiscal year shall be the same as the membership year of the Foundation and shall govern all business and activities of the Foundation.
Section 6. Voting Rights of Members. The members of the Foundation shall have the right to elect Trustees as provided in Article III hereof. Each member, regardless of classification, shall have the right to cast one vote for each Trustee to be elected by the membership. Aside from the election of Trustees, no member shall have any voting rights on any other issue or proposition. The vote of a member which is an organization, opposed to an individual, shall be cast by its chief executive officer or by the representative duly designated by such organization member by written notice to the Foundation.
Section 7. Membership Roll. The Secretary of the Board of Trustees shall maintain a current roll of members of the Foundation as an official record of the Foundation.
Section 8. Transfer. Membership in the Foundation is not transferable or assignable to another person or organization.
Board of Trustees
Section 1. Powers. The property, business and affairs of the Foundation shall be managed by the Board of Trustees in accordance with the laws of the State of Illinois, subject, however, to the Articles of Incorporation and the Bylaws of this Foundation.
Section 2. Number and Selection of Trustees. There shall be fifteen (15) Trustees.
(a)Elected Trustees. Eleven (11) Trustees shall be elected by members of the Foundation as hereinafter provided in this Article III. Only individual members may be elected to and continue to serve on the Board of Trustees.
(b)Ex-Officio Trustees. Four (4) Trustees shall serve on the board by virtue of their offices in the American Library Association. The persons holding the following offices shall serve as Ex-Officio Trustees:
Each of the Divisions and Round Tables of the American Library Association shall be encouraged to send a representative to the meetings of the Board of Trustees, and the representatives shall be accorded the rights and privileges of Trustees except the right to vote.
Section 3. Tenure. The Elected Trustees shall serve a term of two (2) years. Ex-Officio Trustees shall serve during their term of office as specified in Section 2(b) hereof. Trustees shall take office at the final session of the board held in conjunction with the American Library Association Annual Conference. All Trustees shall serve until their successors are elected and qualified.
Section 4. Time and Manner of Election and Appointment of Trustees.
(a) Elected Trustees. Elected Trustees shall be elected by mail ballot of the membership. Such ballot shall be mailed to all members no later than April 1st of each year and only those executed ballots received by the Foundation on or before May 1st of the same year shall be counted. At the discretion of the Board, the election may be conducted electronically, under procedures and according to deadlines established by the Board, and the Executive Director shall be responsible for ensuring the accuracy and integrity of the election process.
(b) Ex-Officio Trustees. Ex-Officio Trustees shall become Trustees immediately upon assuming the offices specified in Section 2(b) hereof.
Section 5. Resignation, Death or Disability. Any Trustees may resign at any time by giving written notice of such resignation to the Secretary of the Foundation, to be effective at the time stated thereon. In the event an Ex-Officio Trustee resigns the office specified in Section 2(b) hereof or dies, the person succeeding to the office shall serve as Trustee. In the event an Elected Trustee resigns or dies or otherwise ceases to hold office, the remaining Elected Trustees shall, by majority vote, elect a member to serve for the unexpired term.
Section 6. Salaries and Compensation. No Trustee shall receive any remuneration for service on the Board. When authorized by the Board of Trustees, reimbursement may be made for travel and other out-of-pocket expenses incurred in attending meetings of the Board of Trustees or otherwise discharging official duties as prescribed by the Board of Trustees.
Meetings of Trustees
Section 1. Annual Meeting. The Annual Meeting of the board of Trustees shall be held in conjunction with the Annual Conference of the American Library Association. The election of the officers of the Foundation under Article VI of these Bylaws shall be held at this meeting and other business shall be transacted as shall be required.
Section 2. Special Meetings. Special meetings of the Board of Trustees may be called by the President or by a majority of the Trustees holding office, and shall be held at such time and place as may be designated by the persons calling the meeting. A special meeting of the Board of Trustees shall be held annually in conjunction with the American Library Association Midwinter Meeting.
Section 3. Notice of Meetings. Notice of each annual or special meeting of the Board of Trustees shall be mailed or delivered personally, by electronic means or by such other means that the Board deems appropriate to each Trustee at least (14) days before the meeting. In the notice, the Secretary shall specify the purpose of the meeting and the business to be transacted, but other business may also be transacted at the discretion of the Board. Unless otherwise provided in the notice of the meeting, all meetings shall be held in the principal office of the Foundation.
Section 4. Waiver of Notice. Notice of any meeting need not be given to any person otherwise entitled thereto if waived by such person in writing, or by electronic means or by such other means that the Board deems appropriate, before, during or after such meeting or if such person shall be present at the meeting.
Section 5. Quorum and Vote Required. A majority of the members of the Board of Trustees holding office shall constitute a quorum for the transaction of business. The affirmative vote of a majority of Trustees present and voting at any legally constituted meeting shall be required for action by the Board except as otherwise specified in these Bylaws. For any of the following actions, (a) amendment of the Articles of Incorporation or the Bylaws, (b) sale, lease, exchange, mortgage, pledge, or other disposition of all or substantially all of the property and assets of the Foundation or Endowment Fund, (c) voluntary dissolution of the Foundation or Endowment Fund and adoption of plan of distribution of assets, (d) revocation of voluntary dissolution, (e) merger or consolidation with any other foundation, an affirmative vote of at least a two-thirds (2/3) majority of the Trustees holding office shall be required. For any amendment to Article IX that would increase the authority of the Trustees to invade the corpus of the Endowment Fund, an affirmative vote of at least a three-fourths (3/4) majority of the Trustees then holding office shall be required. Fourteen (14) days prior written notice delivered personally or by mail or by electronic means or by such other means that the Board deems appropriate to each Trustee, together with the complete text of the proposed action shall be required for any action requiring more than a simple majority vote of the Trustees.
Section 6. Executive Session. The President or the Board may call any meeting into executive session, during which only the Trustees and such other officers or individuals as the President or the Board may designate shall be in attendance.
Section 7. Proxy. Trustees shall not be entitled to vote by proxy.
Section 1. Executive Committee. At the Annual Meeting the Board of Trustees shall elect an Executive Committee to consist of the President, the Vice-President, the Treasurer, and any other two (2) Trustees. The President shall chair the Executive Committee. The members of the Executive Committee shall serve until the next annual meeting of the Board of Trustees or until their successors are elected and qualified.
The Executive Committee may provide for regular or special meetings of this Committee, and may adopt rules and procedures for conducting its activities. The Board of Trustees may fill a vacancy in the Executive Committee at any Board meeting. During the interval between meetings of the board of Trustees, the Executive Committee shall manage the business and affairs of the Foundation insofar as such authority may be legally delegated, except as limited from time to time by resolution of the board or by these Bylaws.
Section 2. Nominating Committee. The President shall annually appoint a Nominating Committee which shall consist of three (3) Elected Trustees. The Nominating Committee shall submit to the membership for election the names of not less than two (2) nor more than (3) candidates for each position on the Board to be filled. No Elected Trustee shall serve for more than two successive terms.
Section 3. Other Committees. The President shall appoint such other committees as, in the judgment of the Board, may be deemed advisable, to have such powers and duties as may be prescribed by the Board.
Section 1. Designation of Officers. The elected officers of the Foundation shall consist of a President, a Vice-President, and a Treasurer, each of whom shall be elected for a term of one year at the annual meeting of the board by receiving a majority vote at such meeting. The President, the Vice-President, and the Treasurer shall be elected from among the members of the Board of Trustees.
Section 2. Additional Officers. The Board of Trustees may appoint such other officers or agents as it shall deem necessary. The Board shall determine the powers and duties and term of office or appointment of such other officers or agents.
Section 3. Executive Director and Secretary. The Director of the Office for Intellectual Freedom of the American Library Association shall serve as Executive Director and Secretary of the Foundation, but shall not have a vote on the Board or the Executive Committee by virtue of this position.
Section 4. Salaries and Compensation.No officer shall receive any remuneration for service on the board, but officers when authorized by the Board of Trustees may be reimbursed for traveling and other out-of-pocket expenses incurred in discharging the official duties of the Foundation, provided, however, that the Board may pay compensation to the Executive Director in such amount as may be determined by the Board from time to time.
Section 5. Tenure. Officers of the Freedom to Read Foundation shall take office at the final session of the Board of Trustees held in conjunction with the American Library Association Annual Conference. All elected officers shall hold office for one year or until their successors are elected and qualified.
Section 6. Removal of Officers. Any officer elected by the Board of Trustees may be removed by a two-thirds (2/3) vote whenever the Board in its judgment believes the best interest of the Foundation will be served thereby.
Section 7. Vacancies. If for any reason any office, except that of the Executive Director, becomes vacant, it may be filled at any meeting of the Board by a majority vote for the unexpired term of such office.
Powers and Duties of Officers
Section 1. The President. The President shall chair all meetings of the Board of Trustees and the Executive Committee, and shall have the power to enforce all orders and resolutions of the Board and shall have such additional powers and duties as the Board of Trustees may prescribe from time to time.
Section 2. The Vice-President. In the absence of the President or in the event of the President's inability to act, the Vice-President shall have all the powers and shall perform all the duties of the President, and shall have such additional powers and duties as the board of Trustees may prescribe from time to time.
Section 3. The Secretary. The Secretary shall keep the records of the Foundation under the supervision of the President and the Board of Trustees, including a permanent record of all meetings, which minutes shall be signed by the Secretary. The Secretary shall keep a roll of the Foundation setting forth the names of members and Trustees, and shall have charge of such additional books and papers as the Board of Trustees shall direct; shall be custodian of the Seal of the Foundation and see that it is properly affixed to all documents requiring it; and shall, in general, perform all such duties as are incident to the office of Secretary of a corporation not-for-profit under the laws of the State of Illinois and as the Board of Trustees may prescribe from time to time.
Section 4. The Treasurer. The Treasurer shall have overall accountability for all funds and securities of the Foundation, except that the operational administrative duties of the Treasurer may be delegated by the Board to the Executive Director. The Trustees or such other officers or employees as the Treasurer may designate for the purpose shall endorse on behalf of the Foundation all checks, notes or other obligations and evidences of the payment of money payable to the Foundation or coming into the Treasurer's or Executive Director's possession. The Treasurer or the Executive Director shall deposit all funds arising therefrom and all other funds of the Foundation coming into the Treasurer's possession in such banks, trust companies or other depositories as may be designated by the Board of Trustees.
At each annual meeting and whenever else required by the Board or by the President to do so, the Treasurer shall exhibit a complete and true statement of the cash account; shall enter regularly in the books of the Foundation kept for such purposes an accurate account of all moneys received and paid on the account of the Foundation, together with all other business transactions; and shall have such additional powers and duties as the Board may prescribe.
Section 5. Executive Director. The Executive Director shall be the chief administrative officer of the Foundation in furthering the policies and programs established by the Board of Trustees, and shall have such additional powers and duties as the Board may prescribe.
Section 6. Contracts and Checks. The Board of Trustees may authorize any officer or agent of the Foundation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation. Such authority may be general or confined to specific instances. All checks, drafts, and other orders for the payment of money, notes or other indebtedness shall require two signatures, to consist of officers of the Foundation.
Section 7. Bonds. If the Board of Trustees shall require, all officers and agents of the Foundation responsible for the receipt, custody or disbursement of funds shall furnish bond in such amount and with such surety or sureties as the Board shall approve, conditioned upon the faithful performance of duties, the expense of such bonds to be paid by the Foundation.
Section 8. Audit. The books and accounts of the Foundation shall be audited annually, and at such other times as the Board may direct, by a firm of certified public accountants designated by the Board.
Section 9. Indemnification. In accordance with 805 Illinois Statutes § 105/108.75, the Freedom to Read Foundation Board shall, unless prohibited by law, indemnify any person who is or was a freedom to Read Foundation board member or staff member for the reasonable defense costs actually and reasonably incurred, including reasonable attorneys' fees, fines, and amounts paid in settlement, and for the costs of any final judgment resulting from litigation or threatened litigation, whether civil, criminal, administrative or investigative against that board or staff member, provided that: (1) the actions resulting in litigation were undertaken on behalf of the Freedom to Read Foundation, and such person was acting within the scope of his or her authority; (2) such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Freedom to Read Foundation and with respect to any criminal action or the proceeding, such person has no reasonable cause to believe his or her conduct was unlawful: (3) the actions did not involve acts of gross negligence, malice, intentional wrongdoing or other misconduct; (4) the reimbursement amount does not exceed $40,000 per individual, or $100,000 in the aggregate, in any matter in which the board or staff member is not successful in the defense of the action; (5) the Freedom to Read Foundation has approved the board or staff member's choice of counsel, which approval will not unreasonably be withheld; and (6) the board or staff member has not refused to settle the matter on terms acceptable to the Freedom to Read Foundation, with the Freedom to Read Foundation paying all costs of such settlement.
Section 10. Advancement of Expenses. Expenses (including reasonable attorneys' fees) up to $10,000 incurred by a board or staff member of the Freedom to Read Foundation in connection with any matter to which such person is entitled to indemnification pursuant to Section 9 may be paid by the Freedom to Read Foundation in advance of the final disposition of such matter provided that: (1) the payment of advance expenses is approved by a majority vote of a quorum consisting of board members who are not parties to such action, suit or proceeding, or if such a quorum is not available, by independent legal counsel in a written opinion; and (2) such person provides receipt of an undertaking by or on behalf of such persons to repay such amount in the event it is ultimately determined that he or she is not entitled to be indemnified by the Freedom to Read Foundation.
Dissolution and Liquidation
In the event of the dissolution of the Foundation, and prior tot he completion thereof, all liabilities and obligations of the Foundation shall be paid, satisfied and discharged, and all of the remaining assets, property and income owned or held by the Foundation, but not so owned or held upon a condition requiring return, transfer or conveyance by reason of dissolution, shall be expended for or applied to the purposes of the Foundation, by transferring or conveying such assets, property or income, in accordance with the provisions of the Illinois General Not For Profit Corporation Act, to one or more corporations or organizations organized and operated exclusively for religious, charitable, scientific, literary or educational purposes, to which exemption from income taxes has been granted under Section 501(C)(3) of the Internal Revenue Code of 1954 or comparable provision of the prior or subsequent federal income tax laws, and not part of such remaining assets, property or income shall be distributed to members or to any other persons whatsoever.
Freedom to Read Endowment Fund
Secton 1. Purposes. The Foundation shall maintain and administer a Freedom to Read Endowment Fund (hereinafter "the Fund"). The assets of the Fund are to be used to implement the purposes of the Foundation as set forth in Article I, Section 2 through grants of income from the Fund and, to the extent hereinafter permitted, invasions of corpus.
Section 2. Management of Fund Assets. The Trustees of the Foundation shall be empowered to receive contributions to the Fund, and
Section 3. Expenditure of Fund Income. The Trustees of the Foundation shall have the power, by affirmative vote of a majority of Trustees present at any legally constituted meeting, to expend the income from the Fund assets in furtherance of the purposes of the Foundation as set fourth in Article, I, Section 2.
Section 4. Invasion of Corpus. The Trustees of the Foundation shall have the power in any fiscal year to invade up to 15% of the corpus of the Fund for use in furtherance of the purposes of the Foundation, provided, however, that such corpus may not be invaded unless approved by a two-thirds (2/3) majority of the Trustees then holding office.
Section 5. Invasion of Corpus for Indemnification Purposes. The Foundation is hereby authorized to invade the corpus of the Fund for the purpose of indemnifying board or staff members in accordance with Article VII, Sections 9 and 10.
Adopted December 9, 1969
As amended: January 17, 1970; June 26, 1970; January 16, 1971; January 22, 1972; January 19; 1974; July 5, 1974; January 18, 1975; January 17, 1976; January 30, 1981; January 22, 1982; June 25, 1992; February 4, 1994; June 22, 2006.