ARTICLE I - NAME AND PURPOSE
Section 1 — Name: The name of the organization shall be koha-US. It shall be a not for profit organization incorporated under the laws of the State of Kansas until the organization no longer has a member from this location.
Section 2 — Purpose: The koha-US organization is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
The purpose of this organization is to further educational purposes through improvement and support of libraries using the Koha ILS in the United States. Specific purposes and goals are:
- To virtually meet with US libraries and individuals, as well as others outside the US, that share a common interest in Koha and its function in US libraries.
- To share and discuss issues, ideas, and solutions involving Koha and supportive 3rd party applications.
- To collaborate on the future of Koha, within the US and elsewhere.
- To organize a yearly face-to-face meeting of this group in the US.
- To serve as a clearinghouse for common developments.
ARTICLE II - MEMBERSHIP
Effective date: January 1, 2018
Section 1 – Eligibility for membership: All persons interested in koha-US and its purpose as outlined in Article I, Section 2 are eligible to become members of the organization upon payment of dues.
Section 2 – Annual Dues: The amount required for annual dues shall be $25 (USD) per individual each year. Dues are based on the calendar year, January 1-December 31. Dues shall be prorated at 50% to $12.50 (USD) from July 1-December 31. Dues are non-refundable. Revenue from dues shall cover operational and organizational costs for koha-US, as well as provide funding for the improvement of the Koha software.
Section 3 – Rights of Members: Each member shall be eligible to vote on major organizational decisions. Members shall also be eligible for discounts at various koha-US related events, as well as additional benefits.
Section 4 – Resignation: Resignation shall not relieve a member of unpaid dues, or other charges previously accrued.
Section 5 – Non-voting Membership: Non-paying individuals may still participate within the organization but may not exercise the rights of members as outlined in Article II, Section 3.
Section 6 – Voting Procedures: On matters which require a vote of the membership, notice will be given at least one week prior to the vote. Votes shall be gathered via an electronic poll distributed to members in good standing. Voting polls shall remain open at least one week following the vote. Following verification and tallying of votes, an announcement of the results shall be made via the organizational mailing list.
ARTICLE III — BOARD OF DIRECTORS
Section 1 — Board role, size, and compensation: The board is responsible for overall policy and direction of the organization consistent with the foundation’s purposes, and delegates responsibility of day-to-day operations to its resident agent, and to such committees as the Board shall designate. The board shall have up to 7 but not fewer than 3 members. The board receives no compensation other than reasonable expenses.
Section 2 — Meetings and notice: The board shall meet at least annually, at an agreed upon time and place, and at such other times, as the board shall determine. Regular board meetings requires that each board member have written notice at least two weeks in advance. Special meetings may be called by the President or by one-third of board members.
Section 3 — Board elections: The officers of koha-US with the exception of the Financial Manager shall be elected during the last quarter of each fiscal year at a meeting of the board of directors of the organization by a majority of members present at such a meeting, provided there is a quorum present. This election shall take place during a regular meeting of organization, called in accordance with the provisions of these bylaws. Officers will be elected for the terms and during the years described in Article IV, section 1 of these bylaws.
Section 4 — Quorum: A quorum must be attended by a majority of board members for business transactions to take place and motions to pass.
Section 5 — Tied votes: During board business, in the event of a tied vote the motion shall fail.
Section 6 — Vacancies: When a vacancy on the board exists mid-term, those vacancies shall be filled by election in the same manner in which they were originally made. These vacancies will be filled only to the end of the particular board member’s term.
Section 7 — Resignation, termination, and absences: Resignation from the board must be in writing, either by letter or e-mail, and received by the secretary. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fifths vote of the remaining directors.
Section 8 — Minutes: Minutes shall be posted publicly following meetings of the organization. Minutes shall be considered approved at the time of posting, but may be contested and amended upon request by attendees of the meeting in question.
ARTICLE IV — OFFICERS
Section 1 — Officers, duties, and terms of office:
The officers of the board shall consist of a President, Vice president, Secretary, Treasurer, member at large (unsupported), member at large (supported) and Financial Manager.
All officers shall serve two year terms and are eligible for election for up to two full consecutive terms with the exception of the Financial Manager.
All nominees for officers must be members in good standing at the time of their nomination.
The treasurer, secretary, and members at large take their offices at the end of the last meeting of the calendar year or the beginning of the first meeting of the next calendar year.
If the Board, at its sole discretion, leaves this the Financial Manager position vacant, all responsibilities are assumed by the Treasurer.
Past president – the outgoing President is expected to remain available the following year after their term as a consultant to the current President and to serve on the koha-US Conference Committee
All Board Members
- Responsibilities
- Attends monthly board meetings and general meetings
- Votes on membership issues, bylaws changes and other matters
- Contributes to the upkeep and management of the website
President
- Responsibilities
- Serves as the face of the organization
- Convenes regularly scheduled board meetings
- Presides over monthly board and general meetings or arranges for other members of the board to preside at each meeting in the following order: vice-president, secretary, treasurer
- Establishes an agenda for each meeting
- Moderates meetings and keeps discussion on track
- Chairs special meetings, as necessary
- Ensures that actions taken are in line with the organization’s bylaws, goals, and mission
- Notifies members of upcoming votes and reports on results
- Represents the organization when speaking to its members or other groups and serves as primary point of contact
- Signs off on organizational documents, as necessary
- Serves as chair of the koha-US Conference Committee
- Has financial authority for organization
- Term
- The president shall serve a two year term beginning their first year as the vice president and shall become the president at the end of the last meeting of the calendar year or the beginning of the first meeting of the next calendar year.
Vice-President
- Responsibilities
- Chairs committees on special subjects, such as the Development Committee
- Serves as backup for President’s roles, excluding sign offs on paper and verbal decisions
- Assists President with meeting agendas and moderation
- Has financial authority for organization
- Chairs special meetings, as necessary
- Term
- The vice-president shall serve a two year term beginning their first year as the vice-president and shall become the president at the end of the last meeting of the calendar year or the beginning of the first meeting of the next calendar year. A new vice president shall be elected in the last quarter of every year.
Secretary
- Responsibilities
- Keeps records of board actions, including overseeing the taking of minutes at all board meetings
- Distributes copies of minutes and the agenda to each board member
- Sends out meeting announcements with links to upcoming agenda and previous minutes for both board meetings and general meetings to koha-US general membership list
- Sends out meeting minutes after both board meetings and general meetings to koha-US general membership list
- Ensures organizational documentation is maintained
- Records general meetings in Zoom and uploads to YouTube
- Serves on a committee, as necessary
- Term
- The secretary shall be elected in odd numbered years and serve for 2 years. The secretary shall be elected in the last quarter of odd numbered years.
Treasurer
- Responsibilities
- Works closely with the Financial Manager
- Has financial authority for organization
- Ensures that a financial report is made at each board meeting
- Develops the annual budget with the guidance of the Financial Manager and other board members
- Chairs the Finance Committee, and is on the committee with the Financial Manager
- Assists with developing fundraising plans
- Term
- The treasurer shall be elected in even numbered years and serve for 2 years. The treasurer shall be elected in the last quarter of even numbered years. If no one is willing or able to fill this position, the position can remain vacant with all responsibilities assumed by the Financial Manager.
Member at large (unsupported)
- Responsibilities
- Provides guidance for unsupported koha-US members
- Serves on a committee, as necessary
- Term
- The member at large (unsupported) shall be elected in odd numbered years and serve for 2 years. The unsupported member at large should be a member whose Koha installation is not supported by an outside support vendor. If no one is willing or able to fill this position, the position can remain vacant. The member at large (unsupported) shall be elected in the last quarter of odd numbered years.
Member at large (supported)
- Responsibilities
- Provides guidance for supported koha-US members
- Serves on a committee, as necessary
- Term
- The member at large (supported) shall be elected in even numbered years and serve for 2 years. The supported member at large should be a member whose Koha installation is supported by an outside vendor. If no one is willing or able to fill this position, the position can remain vacant. The member at large (supported) shall be elected in the last quarter of even numbered years
The Board may vacate the position of Financial Manager at any time with no prior notification to nor vote by the membership.
The Financial Manager serves at the sole discretion of the Board. The Financial Manager is not subject to term limits nor the standard election process for Board members in order to provide financial stability to the organization, especially during times of elected position transition.
At least one Board position of Treasurer or Financial Manager will be filled at all times.
- In the event of vacancy in one of these positions, the other shall assume responsibility for all affairs of both positions.
- In the event both Treasurer and Financial Manager positions are simultaneously vacant, existing Board members will nominate from amongst themselves someone to assume these responsibilities until such time as a new Treasurer can be seated as required by Article III Section 6 or a new Financial Manager can be seated as required by the laws of this Section. This Board member nomination will be presented to the membership for approval through standard organizational voting procedures.
Responsibilities
- Works closely with the Treasurer
- Has financial authority for organization
- Maintains financial and membership records
- Files required reporting documents at all levels of government
- Provides detailed income and expense reports to the Treasurer, other Board members, or the public
- Provides the address of record for the organization
- Serves on the Finance Committee; may be called on to chair committee in the absence of Treasurer
- With approval of the president or vice president, issues checks for development and event expenditures
- Develops and reviews fiscal procedures with Treasurer
- Works with Treasurer to ensure 501(c)(3) compliance
Section 3 — Financial Authority: The Treasurer, President, and Vice-President, and Financial Manager shall be authorized to act on the organization’s behalf on financial matters when action is required.
Section 4 — Administrator:
At its sole discretion and at any time, the Board may make a nomination for the position of Administrator and present that nomination to the membership for approval through standard organizational voting procedures.
The Board may vacate the position of Administrator at any time with no prior notification to nor vote by the membership.
The Administrator serves at the sole discretion of the Board. The Administrator is not subject to term limits nor the standard election process for Board members in order to provide administrative stability to the organization, especially during times of elected position transition.
- Responsibilities
- Ensures that new board members are properly set up in various administrative tools, including Google (accounts, groups, Gmail, drive, docs, calendar, etc.) Slack, Twitter, Threadless, TechSoup, ByWater ticketing system, website
- Assists existing board members with various administrative tools when transitioning to new board positions
- Serves as administrator/primary contact for Zoom management
- Manages passwords for all access
- Serves as primary admin for website and all other shared resources
ARTICLE V — COMMITTEES
Section 1 — Committee formation: The board may create committees as needed. The board shall generate a statement of purpose for each committee.
Section 2 — Committee chairmanship: The Vice-President acts as chair for each committee. The board may extend committee chairmanship to another committee member as needed. The committee chair is expected to:
- Schedule regular meetings of the committee
- Establish an agenda for each meeting
- Moderate meetings and keep discussion on track
- Ensure adequate minutes are kept for each meeting
- Report progress and activities to the board
Section 3 — Committee conduct: Committees shall not commit to expenditure of funds or express opinions in the name of the organization without board approval.
Section 4 — Finance Committee: The treasurer, or in alternate as needed, the Financial Manager, is the chair of the Finance Committee. The Finance Committee minimally consists of the treasurer and Financial Manager. The Finance Committee is responsible for developing and reviewing fiscal procedures and annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization shall be made available to board members.
ARTICLE VI — AMENDMENTS
Section 1 — Amendments: These bylaws may be amended by three fifths majority of the members in good standing. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.
CERTIFICATION
- These bylaws were approved at a meeting of the membership by a majority vote on JULY 13, 2016
- These bylaws were updated at a meeting of the membership by a majority vote on DECEMBER 13, 2017
- These bylaws were updated at a meeting of the board by a majority vote on SEPTEMBER 5, 2018
- These bylaws were updated by a majority vote of the membership on SEPTEMBER 24, 2018
- These bylaws were updated by a majority vote of the membership on FEBRUARY 25, 2019
- These bylaws were updated by a majority vote of the membership on DECEMBER 18, 2020