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Friends’ Council for the Friends of Zach S. Henderson Library at Georgia Southern University

As approved November 2010



This organization shall be known as the Friends’ Council for the Friends of Zach S. Henderson Library, hereafter referred to as the Council.



Section 1. The purpose of the Friends’ Council is to propose and host programming and events to promote and support Henderson Library’s collections and services.

Section 2. Funds raised by the Council and on behalf of the Friends of the Henderson Library will be placed in the Friends’ account held by the Georgia Southern University Foundation.  The Georgia Southern University Foundation, Inc. is a tax-exempt 501(c)(3) corporation established in 1963 with the primary mission of raising private funds to meet the needs of Georgia Southern University which are not supported fully through state allocations.



Section 1. Both voting and ex-officio members shall be nominated by a simple majority of current Council members and shall be appointed by a two-thirds majority of the Executive Committee (composed of the Chair, Chair-Elect and the Dean of the Library).  

Section 2. The Council shall have a minimum of five and a maximum of eleven members.  Members will normally be appointed to staggered three-year renewable terms with new or renewed appointments each year effective January 1st.

Section 3. Council recruitment is an annual process and it is the responsibility of the Chair-Elect to initiate the discussion and planning process.  

Section 4. Renewal of terms is not automatic and members must complete the regular appointment process with approval by current Council members and the Executive Committee.

Section 5. To encourage opportunities for Council service across the Friends’ membership, Council members shall not serve more than two consecutive three-year terms but may serve multiple terms.

Section 6. A maximum of five ex-officio members may serve on the Council.

Section 7. No Council member shall receive a salary or other compensation for service in such capacity, but Council members may be reimbursed for actual expenses incurred in the performance of such service.

Section 8. No Council member shall be liable for any debt, obligation, or liability of the Friends.

Section 9. Any contracts, transactions or agreements that are, or may appear to be, a conflict of interest shall be fully disclosed and brought before the Friends’ Council for approval.

Section 10. Council members must attend a minimum of one-half of all regular meetings within a calendar year.

Section 11. Council members must maintain a current membership in the Friends of Henderson Library.

Section 12. Council members may be appointed as virtual attendees who participate in meetings via technological means agreed upon by the Council.

Section 13. Council members may be removed from the Council by a two-thirds recommendation from Council members and an unanimous agreement of the Executive Committee.

Section 14. To reflect the comprehensive and regional mission of the Henderson Library, the members of the Council will reflect various geographic locations and diversity of the service area of the Library.

Section 15. The Council sets the membership guidelines for the Friends of Henderson Library.  These guidelines are reviewed at least every three years and the review is coordinated by the Chair-Elect.



Section 1. The officers of the Friends’ Council shall be regular members of the Council and consist of two Co-Chairs and a Chair-Elect. The Dean of the Library shall hold one of the positions of Co-Chair.

Section 2. In election years, elections shall be held at a regular board meeting and at least thirty calendar days prior to the end of the calendar year and the Friends’ Council must have at least fifteen calendar day notice of the election.  Elected officers shall serve two-year terms and can be re-elected with a limit of two consecutive terms.

Section 3. The elected Co-Chair of the Council shall preside at all meetings of the Council, enforce the bylaws and perform such duties as required by the Council. The elected Co-Chair has one vote on each vote taken on any matter being voted on by the Executive Committee or the Council. The elected Co-Chair shall collaborate with the Chair-Elect and Dean of the Library in formulating meeting agendas.  The elected Co-Chair shall, upon consultation with the Dean of the Library, appoint ad hoc committees and their chairs, as needed.

Section 4. The Chair-Elect shall serve in the absence of the elected Co-Chair.  The Chair-Elect coordinates the Council recruitment process, the review of the Council bylaws and the review of the membership guidelines for the Friends of Henderson Library. The Chair-Elect has one vote on each vote taken on any matter being voted on by the Executive Committee or the Council.

Section 5. A Recording Secretary is appointed by the Dean of the Library upon consultation with the Chair.  The Recording Secretary serves as an ex-officio member of the Council.  The Recording Secretary shall be responsible for developing, distributing and maintaining all records of the Council meetings, actions and recommendations of the Council. The records of the Secretary shall be the property of the Dean’s Office.

Section 6. All treasury and financial duties are administered via the Dean’s office.



Section 1. There shall be an Executive Committee composed of the two Co-Chairs and Chair-Elect. The Executive Committee shall have and exercise the powers of the Council between meetings of the Council.

Section 2. Ad hoc committees and their chairs are appointed by the elected Co-Chair upon consultation with the Dean of the Library. Committee members may include non-Council and non-Friends members; however, only those who are members of the Friends have voting privileges. The dissolution of committees is at the discretion of the Executive Committee with a two-thirds vote.



Section 1. The Council shall meet, at a minimum, every three months.  All called regular business meetings shall be announced at least fifteen calendar days in advance. Council members are responsible for recording the meeting schedule and meeting reminders will not be sent.

Section 2. The Executive Committee shall meet as needed.  Any member of the Executive Committee can call a meeting of the Executive Committee with at least one calendar day notice.

Section 3. Meetings may be convened or conducted via technological means such as web conferencing or telephone conference. The format or medium of the meeting must be approved by a two-thirds vote of the regular voting members present.  

Section 4. For the Council as a whole and for Committees, a quorum shall consist of one-third of the regular voting members.

Section 5. Each Council member shall have one vote and there shall be no proxy voting.

Section 6. Votes may be taken by email.  The Executive Committee must agree by a two-thirds majority that an email vote is appropriate for the motion or issue. Any Council member can request that the Executive Committee call an email vote.  The email to the Friends Council calling the vote must include: the motion, the name of the person making the motion; the name of the person who has agreed to second the motion (as previously discussed between those individuals); a deadline for requesting additional discussion or amending the motion (at least one business day from the email transmission); a deadline for the vote (no more than ten business days from the email transmission); and instructions for submitting one’s vote (typically to The votes should be kept and archived for at least one calendar year. The results of email votes will be summarized within one business day of the vote deadline by either a member of the Executive Committee or the Executive Committee’s designate.

Section 7. The format of meetings will vary depending on agenda and timing but will normally be open and informal to maximize discussion with the elected Co-Chair facilitating discussion and adherence to the agenda.  At the first meeting of the calendar year, the Council shall select the parliamentary procedure or code it wishes to invoke when needed to address the code of conduct for meetings not already covered under the bylaws.  



Operations for the Council including the management of general membership within the Friends of Henderson Library are guided by a policies and procedures manual maintained by the Dean’s Office.



The Friends’ Council shall not be separately incorporated but will serve as an affiliate of the Georgia Southern University Foundation, Inc.


(Bylaws & Amendments)

Such bylaws and amendments may be adopted as from time to time shall be deemed advisable by the Council and two-thirds vote of all Council members.  Said bylaws must be consistent with the purpose of the Friends’ Council as stated in Article II and with the policies of Georgia Southern University. Bylaws should be reviewed at least every three years and such review shall be coordinated by the Chair-Elect.

Last updated: 9/11/2018