Article I. Name and Address

Section 1

The name of the organization shall be "Friends of the J. Robert Van Pelt Library of Michigan Technological University," and the organization shall be known as "Friends of the Van Pelt Library."

Section 2

The post office address of the principal office is: Friends of the Van Pelt Library, J. Robert Van Pelt Library, Michigan Technological University, 1400 Townsend Drive, Houghton, MI 49931; or such other places as the Board of Directors may from time to time designate.

Article II. Purpose

Section 1

The purpose of the Friends of the Van Pelt Library shall be to promote an interest in the Library among alumni and public; to provide a fuller understanding of the role of the Library in education; to encourage gifts and bequests in support of the Library; and to assist the Van Pelt Library in its educational mission through exhibits, programs, publications, and other means.

Section 2

The monies raised by the Friends of the Van Pelt Library shall be donated to and administered by the Michigan Tech Fund to the benefit of the J. Robert Van Pelt Library.

Article III. Membership

Article IV. Membership Meetings

Section 1

The annual meetings of the Friends shall be held within 120 days of the close of the fiscal year at a time and place determined by the Board of Directors.

Section 2

Special meetings of the membership may be called by action of the Board of Directors or upon written request by 10 percent of the membership, but by not fewer than 25 members.

Section 3

The board of Directors shall notify the members of the date, time, and place of the annual and any special meeting at least two weeks before the meeting.

Section 4

Proxies may be appointed in writing for attendance at any meeting of the membership.

Section 5

A quorum at all meetings shall be the membership present in person or by proxy.

Article V. Board of Directors

Section 1

The Board of Directors shall consist of seven to fifteen members.

Section 2

Prior to the first annual meeting, the Friends of the Van Pelt Library shall be governed by the Steering Committee, which shall act as the Board of Directors. At the first annual meeting, the membership shall elect seven to fifteen directors. Immediately following election, those selected shall draw lots with one-third of the directors to serve one-year terms, one-third to serve two-year terms, and one-third to serve three-year terms. Members shall elect directors at each subsequent annual meeting; the number of directors to be elected and the length of their terms (three years maximum) shall be determined by the membership.

Section 3

The University Librarian and Director of the Van Pelt Library, and the Executive Vice President and Provost of Michigan Technological University shall serve as ex-officio members of the Board of Directors.

Section 4

Nominations for Board membership shall be made by the Board of Directors and may also be made from the floor at the annual membership meeting. Nominees must indicate their willingness to serve.

Section 5

Should any duly-elected member of the Board resign or be unable to complete his/her term, the vacancy created may be filled by appointment by the Board of directors.

Section 6

The Board may remove any Director who has three or more consecutive absences from regular meetings of the Board of Directors.

Article VI. Duties of the Board of Directors.

Section 1

Meetings of the Board of Directors shall be held at least quarterly.

Section 2

The administrative powers of the organization shall rest with the Board of Directors, who shall have the power to perform all acts not inconsistent with these By-laws or with the procedures of Michigan Technological University.

Section 3

A Volunteer Trustee (as defined in section 110 of Act 162, Public Acts of 1982, as amended) of the organization shall not be personally liable to the organization or its members for monetary damages for breach of the Trustee's fiduciary duty arising under any applicable law. However, the Article shall not eliminate or limit the liability of a Trustee for any of the following:

1. A breach of the Trustee's duty of loyalty to the organization or its members.
2. Acts or omissions not in good faith or that involves intentional misconduct or a knowing violation of the law.
3. A violation of Section 551 (1) of Act 162, Public Acts of 1982, as amended.
4. A transaction from which the Trustee derived an improper personal benefit
5. An act or omission occurring before January, 1988.
6. An act or omission that is grossly negligent.

To the extent permitted by law, the organization assumes all liability to any person other than the organization or its members for all acts or omissions of a volunteer director (as defined in section 110 of Act 162, Public Acts of 1982, as amended) occurring on or after January 1, 1988, incurred in the good faith performance of the volunteer Trustee's duties as such.
Any repeal or modification of this Article shall not adversely affect any right or protection of any Trustee of the organization existing at the time of, or with respect to, any acts or omissions occurring before such repeal or modification.

Section 4

A quorum for any meeting of the Board of Directors shall be not fewer than one-half of the number of Directors.

Section 5

The Officers of the Board shall be Chairman, Vice Chairman, Secretary, and Treasurer, and they shall carry out the customary duties of those positions. They shall be elected at the first meeting of the Board of directors following the annual meeting, and shall serve one-year terms. No officer shall serve more than three consecutive terms except by unanimous consent of the Board.

Section 6

The Chairman, with Board approval, may appoint committees to handle defined subjects or porjects.

Article VII. Administration

Article VIII. Fiscal Year

Article IX. Amendments

Article X. Dissolution