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A change of the bylaws can only occur with a vote of the membership, so we'd like your two cents, please!
BYLAWS
of
the
uKIAH vALLEY fRIENDS OF THE lIBRARY
ARTICLE I
Name and Purposes
Section
1.01. Name. The name of the Corporation is Ukiah Valley
Friends of The Library.
Section 1.02.
Purpose. The Corporation is organized for the
charitable and educational purpose of generating local community interest and
support of Library Services and to encourage charitable gifts for its support.
ARTICLE II
Members
Section 2.01.
Qualifications. Membership may be granted to any individual
that supports the mission and purposes of the organization, and who pays the
annual dues as set by the Board of Directors.
Section 2.02. Termination
of Membership. The Board of
Directors, by affirmative vote of two-thirds of all of the members of the
Board, may suspend or expel a member, and may, by a majority vote of those
present at any regularly constituted meeting, terminate the membership of any
member who becomes ineligible for membership, or suspend or expel any member
who shall be in default in the payment of dues.
Section 2.03.
Resignation. Any member may resign by filing a written
resignation with the Secretary; however, such resignation shall not relieve the
member so resigning of the obligation to pay any dues or other charges
theretofore accrued and unpaid.
Section 2.04.
Dues. Dues for members shall be established by the
Board of Directors.
Section
2.05. Annual Meetings. The annual membership meeting shall be
held in January each year. Minimum of 10% of the membership must be
present in person or by proxy to constitute a quorum. Meetings may be called by
the President or at the request of at least 10% of the members by notice mailed,
telephoned, or emailed to each member not less than thirty (30) days before
such meeting.
Section 2.06 Monthly meetings. The monthly
meeting of the board of directors will be held at the Library on the second
Wednesday of each month. Fifty percent of the board needs to be present either
in person or by conference call (or by proxy), for quorum.
ARTICLE
III
BOARD
OF DIRECTORS
Section 3.01.
Authority of Directors. The Board
of Directors is the policy-making body and may exercise all the powers and
authority granted to the Corporation by law.
Section 3.02.
Number, Selection, and Tenure.
The Board shall consist of not less than five (5) directors, and not
more than thirteen (13) directors. The
exact number will be determined by the Board depending on the needs of the
corporation. Each director shall hold
office for a term of three (3) years. One
Third (1/3) of the Board shall be elected each year by the members, at the
annual meeting of the membership.
Directors may be elected for two (2) terms; they then must leave the
Board for at least one (1) year. They may serve one more term. Ex-Presidents and board members that have
termed out will be eligible for the Advisory Committee. Vacancies existing by
reason of resignation, death, incapacity or removal before the expiration of
his/her term shall be filled by a majority vote of the remaining
directors. In the event of a tie vote,
the President shall choose the succeeding director. A director elected to fill a vacancy shall be
elected for the unexpired term of that director’s predecessor in office.
Section 3.03 Elections. Board members
are elected at the January meeting. Any member in good standing may run for a
board position. Names are put forward and the ballots can be done either in
writing or by a verbal vote.
Section 3.04.
Resignation. Resignations are effective upon receipt by
the Secretary of the Corporation of written notification.
Section 3.05.
Regular Meetings. Regular meetings of the Board of Directors
shall be held on the third Wednesday of the month at 6:00 pm., unless that day
falls on a legal holiday. In that case the regular meeting will be held at the
same hour one week later. Regular
meetings of the Board of Directors will be held at the Ukiah Branch Library. The meetings
shall be open to the public, and the members. We reserve the right to have a
closed session for specific items on the agenda.
Section 3.06.
Special Meetings. Meetings shall be at such dates, times and
places as the Board shall determine.
Section 3.07.
Notice. Meetings may be called by the Chairperson or
at the request of any two (2) directors by notice emailed, mailed, telephoned, to
each member of the Board not less than forty-eight (48) hours before such
meeting.
Section 3.08. Quorum.
A quorum shall consist of a majority of the Board, attending in person
or through teleconferencing. All
decisions will be by majority vote of those present at a meeting at which a
quorum is present. If less than a
majority of the directors is present at said meeting, a majority of the
directors present may adjourn the meeting.
Section 3.09.
Participation in Meeting by Conference Telephone. Members of the Board may participate in a
meeting through use of conference telephone or similar communications
equipment, so long as all the members participating in such meeting can all hear
one another.
Section 3.10. Committees.
The Board of Directors may, by resolution adopted by a majority of the
Directors in office, establish committees of the Board composed of at least two
(2) persons which, except for an Executive Committee, may include non-Board
members. The Board may make such
provisions for appointment of the chair of such committees, establish such
procedures to govern their activities, and delegate thereto such authority as
may be necessary or desirable for the efficient management of the property,
affairs, business, activities of the Corporation.
Section 3.11. Reimbursement. Directors shall serve without compensation
with the exception that expenses incurred in the furtherance of the
Corporation’s business are allowed to be reimbursed with documentation and
prior approval. In addition, Directors
serving the organization in any other capacity, are allowed to receive
compensation therefore.
ARTICLE
IV
AUTHORITY
AND DUTIES OF OFFICERS
Section 4.01.
Officers. The officers of the Corporation shall be a
President, a Vice-President, a Secretary and Treasurer, and such other officers
as the Board of Directors may designate.
Section
4.02. Appointment of Officers; Terms of
Office. The officers of the Corporation shall be
elected by the Board of Directors at regular meetings of the Board, or, in the
case of vacancies, as soon thereafter as convenient. New offices may be created and filled at any
meeting of the Board of Directors. Terms
of office may be established by the Board of Directors, but shall not exceed
three (3) years. Officers shall hold
office until a successor is duly elected and qualified. Officers shall be eligible for reappointment.
Section 4.03.
Resignation. Resignations are effective upon receipt by
the Secretary of the Board of a written notification.
Section
4.04. Removal. An officer may be removed by the Board of
Directors at a meeting, or by action in writing pursuant to Section 3.08,
whenever in the Board’s judgment the best interests of the Corporation will be
served thereby. Any such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Section
4.05. President. The President shall be a director of the
Corporation and will preside at all meetings of the Board of Directors. The President shall perform all duties
attendant to that office, subject, however, to the control of the Board of
Directors, and shall perform such other duties as on occasion shall be assigned
by the Board of Directors.
Section
4.06. Vice-President. The Vice-President shall be a director of the
Corporation and will preside at meetings of the Board of Directors in the
absence of or request of the President.
The Vice-President shall perform other duties as requested and assigned
by the President, subject to the control of the Board of Directors.
Section
4.07. Secretary. The Secretary shall
be a director of the Corporation and shall keep the minutes of all meetings of
the Board of Directors in the books proper for that purpose.
Section 4.08 The Treasurer shall be a director and
shall also report to the Board of Directors at each regular meeting on the
status of the Council’s finances. They
shall work closely with any paid executive staff of the Corporation to
ascertain that appropriate procedures are being followed in the financial
affairs of the Corporation, and shall perform such other duties as occasionally
may be assigned by the Board of Directors.
Section 4.09. Paid Staff.
The Board of Directors may hire such paid staff as they deem proper and
necessary for the operations of the Corporation. The powers and duties of the paid staff shall
be as assigned or as delegated to be assigned by the Board.
ARTICLE
V
INDEMNIFICATION
Every member of
the Board of Directors, officer or employee of the Corporation may be indemnified by the corporation against
all expenses and liabilities, including counsel fees, reasonably incurred or
imposed upon such members of the Board, officer or employee in connection with
any threatened, pending, or completed action, suit or proceeding to which
she/he may become involved by reason of her/his being or having been a member
of the Board, officer, or employee of the corporation, or any settlement
thereof, unless adjudged therein to be liable for negligence or misconduct in the performance
of her/his duties. Provided, however, that in the event of a settlement the
indemnification herein shall apply only when the Board approves such settlement
and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall
be in addition and not exclusive of all other rights which such member of the
Board, officer or employee is entitled.
ARTICLE
VI
ADVISORY
BOARDS AND COMMITTEES
Section 6.01.
Establishment. The Board of Directors may establish one or more
Advisory Boards and Committees.
Section 6.02.
Size, Duration, and Responsibilities.
The size, duration, and responsibilities of such boards and committees
shall be established by a majority vote of the Board of Directors.
ARTICLE
VII
FINANCIAL
ADMINISTRATION
Section
7.01. Fiscal Year. The fiscal year of the Corporation shall be
January 1 - December 31.
Section 7.02.
Checks, Drafts, Etc. All checks, orders for the payment of money,
bills of lading, warehouse receipts, obligations, bills of exchange, and
insurance certificates shall be signed or endorsed by two members of the board
of directors or agents of the Corporation and in such manner as shall from time
to time be determined by resolution of the Board of Directors or of any
committee to which such authority has been delegated by the Board.
Section
7.03. Deposits and Accounts. All funds of the Corporation, not otherwise
employed, shall be deposited from time to time in general or special accounts
in such banks, trust companies, or other depositories as the Board of Directors
or any committee to which such authority has been delegated by the Board may
select, or as may be selected by the President or by any other officer or
officers or agent or agents of the Corporation, to whom such power may from
time to time be delegated by the Board.
For the purpose of deposit and for the purpose of collection for that
account of the Corporation, checks, drafts, and other orders of the Corporation
may be endorsed, assigned, and delivered on behalf of the Corporation by any
officer or agent of the Corporation.
Section
7.04. Investments. The funds of the Corporation may be retained in whole or in part in cash
or be invested and reinvested on occasion in such property, real, personal, or
otherwise, or stock, bonds, or other securities, as the Board of Directors in
its sole discretion may deem desirable, without regard to the limitations, if
any, now imposed or which may hereafter be imposed by law regarding such
investments, and which are permitted to organizations exempt from Federal
income taxation under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE VIII
CONFLICTS OF INTEREST
Section 8.01 Definitions.
1. Interested Person
Any director, officer or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly through business, investment, or family:
a. An ownership or investment interest in any entity with which the organization has a transaction or arrangement.
b. A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 8.02 Procedures.
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of the committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining whether a conflict of interest exists
After disclosure of a financial interest and all material facts, and after any discussion with the interested person, s/he shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing a Conflict of Interest
a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, s/he shall leave the meeting during discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate the alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the Conflicts of Interest Policy
a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 8.03 Records of Proceedings.
The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 8.04 Compensation.
1. A voting member of the governing board who received compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.
2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.
3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Section 8.05 Annual Statements.
Each director, officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 8.06 Periodic Reviews.
To ensure the organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall be conducted annually, at a minimum, and shall include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and are the result of arm’s length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations, if any, conform to the organization’s written policies, are properly recorded, reflect reasonable investment or payment for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
ARTICLE
IX
BOOKS
AND RECORDS
Correct books of
account of the activities and transactions of the Corporation shall be kept at
the office of the Corporation. These
shall include a minute book, which shall contain a copy of the Certificate of
Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board
of Directors. (Currently the basement of
the library).
ARTICLE
X
AMENDMENT
OF BYLAWS
These
Bylaws may be amended by a majority vote of the Board of Directors, provided
prior notice is given of the proposed amendment in the notice of the meeting at
which such action is taken, or provided all members of the Board waive such
notice, or by unanimous consent in writing without a meeting pursuant to
Section 3.08.