ARTICLE I — NAME AND PURPOSE

Section 1 — Name: The name of the organization shall be the 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.

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 5 but not fewer than 3 members. The board receives no compensation other than reasonable expenses.

Section 2 — Terms: Initial Board terms shall be for terms of one or two years. Thereafter, all board members shall serve a one year term. Board members are eligible for election for up to three full consecutive terms.

Section 3 — 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 4 — Board elections: The remaining directors 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.

Section 5 — Quorum: A quorum must be attended by a majority of board members for business transactions to take place and motions to pass.

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 and Duties: There shall be five officers of the board, consisting of a President, Vice-President, Secretary, Treasurer, and member at large. Their duties are as follows:

The President shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-president, secretary, treasurer. The outgoing President is expected to remain available the following year after their term as a consultant to the current President.

The Vice-President shall chair committees on special subjects as designated by the board, and steps in to the President’s role the following year.

The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.

The treasurer shall ensure that a financial report is made at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.

Section 2 — Financial Management: The Treasurer, President, and Vice President shall be authorized to act on the organization’s behalf on financial matters when action is required.

ARTICLE V — COMMITTEES

Section 1 — Committee formation: The board may create committees as needed.

Section 2 — Finance Committee: The treasurer is the chair of the Finance Committee. 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 board. 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

koha-US ByLaws