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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.