Article I.  Name and Purposes
Section 1.  The name of the organization shall be The Friends of the Duke University Libraries (The Friends).
Section 2. The purposes of the organization are to:
a. Recognize the support of individuals and organizations and provide stewardship to donors;
b. Encourage understanding of the work of the Duke University Libraries and further a realization of the present and future importance of the libraries to the University's advancement;
c. Provide opportunities for Friends and members of the community to serve the Libraries actively.

Article II. Membership
Section 1.  The Duke University Libraries will recognize as Friends all who demonstrate an interest in the Libraries through an annual financial and/or in-kind contribution of $50 or more. 
Section 2. The University Librarian shall be an ex officio Friend.

Article III.  Meetings
Section 1.  There shall be an annual meeting and program of The Friends each spring for the announcement of officers and new members of the Executive Committee.  The Executive Committee shall set the agenda and program for the annual meeting.
Section 2.  A special meeting of The Friends may be called by the Executive Committee or by the Chair of the Executive Committee.
Section 3. Twenty-five Friends shall constitute a quorum at any meeting of The Friends.
Section 4.  Fifty percent (50%) of the members of the Executive Committee shall constitute a quorum for conducting business of the Executive Committee.

Article IV.  Officers
Section 1. The officers of The Friends shall be a Chair, a Vice-chair, a Secretary, and a Treasurer.
Section 2. The Chair and the Vice-chair shall be elected annually by a majority of those present and voting at the Executive Committee meeting prior to the annual meeting. The Secretary shall be a Libraries staff member designated by the University Librarian.  The University Librarian or his/her designated representative shall be Treasurer and a voting member of the Executive Committee.

Article V.  Executive Committee
Section 1.  The Executive Committee, including the officers, shall consist of at least 21 individuals selected by the Executive Committee. All Executive Committee members are expected to be members in good standing of The Friends.
Section 2. Undergraduate and/or graduate student members of the Executive Committee shall be identified and recruited by the Secretary, based on recommendations from Libraries staff.  Student members shall serve a term of one year, which is renewable.
Section 3.  Replacements for members of the Executive Committee whose terms are expiring shall be selected annually.  They shall be proposed by the Nominating Committee and elected by the Executive Committee at the meeting prior to the annual meeting. Each member may serve up to two consecutive 3-year terms. When a vacancy occurs on the Executive Committee, the position shall be filled to complete the term by action of the officers.
Section 4.  New officers and members of the Executive Committee shall be installed at the Annual Meeting.  Officers will assume their positions upon installation. 

Article VI.  Duties and Responsibilities of Officers
Section 1. The Chair shall provide leadership, preside at the meetings of the Executive Committee, preside at the annual meeting, appoint committees, and perform such other functions as are appropriate to fulfill the purposes of The Friends.
Section 2. The Vice-Chair shall assist the Chair and, in case of absence, shall perform the duties of Chair.  If the Chair is unable to complete the term of office, the Vice-Chair shall assume the duties of Chair until the next regular selection of new officers.
Section 3. The Secretary shall be responsible for all communications and record keeping including the following:
a. Recording attendance and preparing minutes and proceedings of all meetings of the Executive Committee and the annual meeting,
b. Maintaining a list of Executive Committee membership, together with addresses and other contact information,
c. Notifying members of the Executive Committee of the time and place of meetings,
d. Conducting the correspondence of The Friends organization, and
e. Coordinating production and distribution of The Friends publications.
Section 4. The Treasurer shall approve all gifts-in-kind, oversee the receipt and management of charitable gifts, and approve all financial reports.  The Treasurer shall provide a summary report of contributions to the Executive Committee.

Article VII.  Duties and Responsibilities of the Executive Committee
Section 1. The Executive Committee shall conduct the business of The Friends.  It shall meet three times during the year, one meeting being the annual meeting, the other two being business meetings.  The Executive Committee may meet at others times as necessary on the call of the Chair.
Section 2. The Executive Committee may invite members of the University staff and faculty or other members to meet with it to assist in the performance of its functions.
Section 3.  Executive Committee members recommend and participate in activities that meet the purposes of The Friends to expand awareness of the Libraries among students, faculty, staff and members of the community at large, encourage others to join The Friends and attend Friends' events, stay abreast of new services, programs, facilities of the Duke University Libraries.
Section 4.  In exchange for participation, Executive Committee members receive Duke University Libraries' borrowing privileges, notification of special programs in Duke University Libraries, area bookstores, and other University Libraries.

Article VIII.  Committees
Section 1. The Chair shall appoint a Nominating Committee annually and any other ad hoc committees as may be desirable in carrying out the purposes of the organization.
Section 2. All Friends shall be eligible to serve on committees. Each committee shall be chaired by a member of the Executive Committee.
Section 3. The Nominating Committee, consisting of three to five individuals, shall be named in September of each year. 
a. The full Executive Committee shall be asked to assist by recommending individuals for potential nominations. 
b. The Nominating Committee shall prepare a slate of nominees and communicate the slate to all members of the Executive Committee at least two weeks prior to the winter meeting. 
c. The Executive Committee will ratify the slate of new members and new officers at its winter meeting. 

Article IX.  Finances
Section 1. Approval to accept financial and /or in-kind gifts shall be granted to the Treasurer.
Section 2. Disposition of contributions.  Any restricted gift or gift-in-kind to The Friends shall be used for the specified purpose by the University Librarian.  Such gifts must fall within University and Library guidelines.
Section 3.  Duke University shall be charitable administrator for The Friends, receiving and accounting for all funds and gifts received by The Friends.  All designated or undesignated funds received by The Friends shall be held by Duke University in accordance with institutional policies and regulations.

Article X.  Amendment of Bylaws
Section 1. These Bylaws may be amended by a vote of a majority of the Executive Committee members present at a regularly scheduled meeting, provided that notice of any proposed amendments shall have been circulated to all members of the Executive Committee at least ten days prior to the meeting.

Article XI. 
Section 1. Robert's Rules of Order shall govern the proceedings of The Friends when not in conflict with these Bylaws.

November 11, 1986
Rev. April 30, 1991
Rev. April 6, 2000
Rev. September 9, 2009