Constitution and By-Laws of the Baxter Society

I.
Name and Object

1. The name of the club shall be THE: BAXTER SOCIETY.
2. Its object shall be to advance the quality and diversity of private and public libraries, to promote excellence in the arts pertaining to the history, design and production of books, and to provide a supportive environment for those interested in the creation, preservation, and collection of books. Consistent with these objects, the Society may from time to time sponsor exhibits or other educational projects of a special and instructive character, publish books or other materials, and acquire and maintain facilities suitable for its activities.

II.
Origin and Membership

1. The Society is named in honor of James Phinney Baxter (1831-1921), Portland mayor and philanthropist whose gifts provided the first permanent building for the Portland Public Library in 1888.
2. The Society is founded by (see Founders) who constitute themselves its members, together with others who may be elected as hereinafter provided.
3. There shall be two categories of membership: Active and Honorary. Active members are those who have paid their annual dues and any additional fees approved by the Society and who participate regularly in Society activities; Honorary members are those so voted by the active membership and shall pay no dues or fees nor vote in matters before the Society. The number of Active members shall not exceed 75; the number of living Honorary members shall not exceed 15. The number of Active and Honorary members cannot be raised without approval by a unanimous vote of the Board and four-fifths approval of polled membership.
4. Candidates for active membership are to be persons of known devotion to the objects of the Society; of 21 or more years of age; and must appear in person at a regular meeting to be proposed by a Sponsoring member, (who will give introductory information to the membership,) and be seconded by a Co-Sponsor from the Society. Prior to Board action, the candidate should submit evidence of interest in the club to the Sponsor who should add any further pertinent information to assist the Board's decision. The list of prospective members shall be distributed to the general membership, listing Membership Chairperson and Board members to contact. A candidate must be approved by a simple majority vote of the Board by secret ballot. Candidates who fail of such a majority may be reconsidered after an interval of six months if re-proposed. Candidates for Honorary membership shall be approved in the same manner, except that it shall not be necessary for them to appear prior to election. Membership applications shall be acted upon twice a year: December and May. The Membership Chairperson is responsible for mailing current membership lists.
5. Dues shall be $25.0o a year, payable by the close of the Annual Meeting in December. Members more than thirty days in arrears in payment of dues shall be dropped from the rolls at the discretion of the Board, and to be re-admitted to membership, such member would have to be re-proposed pursuant to the provisions of Paragraph 4 herein.
6. Additional fees may be levied on members for special projects upon recommendation by the Board and approval by two-thirds of the active membership in attendance, following written notice to all members that such action is to be considered at a specified meeting. Modification of annual dues shall be subject to the same procedure.
7. A member may be suspended or expelled from the Society by the board of Directors for conduct which, in the opinion of the Board, is, has been, or may be detrimental to the welfare of the Society, provided that written notice of such proposed action and of the time and place of the pertinent meeting of the Board shall have been mailed to the affected member and that he or she shall have been given an opportunity to appear in person at such meeting. A two-thirds vote of the attending members of the Board shall be required for suspension or expulsion and current paid up dues shall be refunded.

>III.
Officers and their Duties

1. The officers of the Society shall be a President, VicePresident, Secretary, Treasurer, and a Board of Directors composed of the foregoing officers and of the standing committee heads. A quorum necessary for any meeting of the Board shall consist of one-third of its members plus the President or other officer asked by the President to preside; in the event of a tie vote in the Board, the presiding officer shall cast the deciding vote.
2. Officers shall be chosen by election at each Annual Meeting from the active membership of the Society and shall hold their respective offices for a term of one year; no member shall serve more than two consecutive terms in the same office.
3. The offices of Secretary and Treasurer may be held by the same person.
4. At a regular meeting at least one month prior to the annual election of officers, a nominating committee of three persons shall be named by the President to recommend candidates for officers and standing committee heads. The nominating committee's report will be mailed to all members prior to the Annual Meeting; additional nominations for any office may be made at the Annual Meeting, and election shall be by a simple majority of those attending.
5. Any vacancy in these offices occurring between Annual Meetings may be filled by the Board until the next Annual Meeting.
6. The President shall be the chief executive officer and spokesperson for the Society and shall preside at all meetings of the club and of the Board of Directors; in his or her absence the Vice-President shall preside.
7. The Secretary shall give notice by mail of all meetings of the Society and of the board of Directors; he or she shall notify members of all persons elected and such persons of their election; he or she shall have custody of the club's official documents, records and correspondence, and shall keep the Records and Minutes of the Society and of the Board of Directors.
8. The Treasurer shall be charged with the collection, custody, and disbursement of the funds of the Society, under the direction of the Board of Directors, and shall keep an account thereof and render a report at each Annual Meeting. All checks shall be jointly signed by the Presides Treasurer.
9. A Librarian may be appointed by the Board to ser such period as the Board shall decide; under the B. supervision, the Librarian shall have charge of all t papers, prints and manuscripts of the Society, and provide for the purchase, acceptance and safekeepi
ng such materials.
10. The Board of Directors, except where specifically provided otherwise in this instrument, shall have the eral management and control of all the business, pro and work of the Society.

IV.
Meetings of the Society and Board

1. Regular meetings of the Society shall be held once month, except that in June, July and August, no re meetings shall be held. Time and place of regular men will be set by the Board and reminders sent to men by the Secretary.
2. The regular meeting in December shall be the A Meeting for election of officers.
2. A special meeting of the Society may be held by of the Board, and the Board may change the date o regular meeting, provided that ten days' notice o special or changed meeting date shall be sent to men q.. Ten members shall constitute a quorum for the co of business at any regular meeting of the Society; no voting shall be permitted.