Bylaws of the Friends of Bethlehem Public Library

Article I

Mission

The Friends of the Bethlehem Public Library supports cultural and educational programs for the community and assists the library with special projects and purchases not covered by traditional funding.

Article II

Members

Section 1. Eligibility; Dues.

Any individual, family, association, organization, partnership or corporation interested in the mission of the Friends may become a member upon payment of dues as established by the board of directors.

Section 2. Privileges.

Members shall be entitled to attend all meetings of the Friends board.

Section 3. Meetings; Notice.

An annual meeting of members shall be held during the month of November at a time and place to be determined by the board of directors, for the purpose of electing directors and officers and for the transaction of any other business which may properly come before the meeting. A special meeting of the members shall be called by the President upon the request of any board member, provided the purpose of such meeting is stated in the request.

Section 4. Voting.

Each board member shall be entitled to one vote on each matter submitted to a vote at any meeting of members. The acts of a majority of the board members present and entitled to vote at any duly constituted meeting of members shall be the acts of all members.

Article III

Board of Directors

Section 1. Number; Qualifications.

The board of directors shall consist of the officers and the members at large.

Section 2. Nomination of Officers.

Any member in good standing may nominate another member for the offices of President, Vice President, Treasurer and Secretary. All nominations must be seconded to be considered valid. For further consideration the nominee must accept the nomination before being voted upon by the board. The nominations and voting will occur during the Annual Meeting in November of each year. Officers will be chosen by simple majority.

Section 3. Term and Election.

Officers are elected for a term of one year and may hold office without term limits.

A vacancy caused by the resignation of an officer will require a special meeting for the purpose of electing a new member to fill the vacant position. Vacancies on the board of directors may be filled by a majority of the remaining members of the board, though less than a quorum, and a person so elected to the board shall hold office until the next annual meeting of members.

Section 4. Meetings.

The board of directors shall meet at least bi-monthly, on the 3rd Monday of the month or alternate date to be determined by the board.

Section 5. Notice.

Bi-monthly meeting dates will be reviewed for the year at the Annual Meeting and announced for the next subsequent meeting at each bi-monthly meeting and identified in the meeting minutes. Notice of special meetings, including date, time and place will be announced as necessary either agreed upon at a regular meeting or through email as the need arises.

Section 6. Quorum

The presence at any meeting of the majority of the directors shall constitute a quorum for the transaction of any business which may properly come before the meeting. The acts of a majority of the directors present at any duly constituted meeting of directors shall be the acts of the board of directors.

Section 7. Limitations on Powers of Board

The board of directors shall not have authority without the prior approval of the majority of the board members to make any contract whereby the corporation shall be liable, directly or indirectly, in an amount in excess of the corporation’s current assets less outstanding obligations All directors shall serve without salary.

Article IV

Officers

Section 1. Officers/Election.

The officers of the corporation shall be a president, a vice-president, a secretary, a treasurer and such other officers as the board may from time to time determine, all of whom shall also then be members of the board of directors. All officers and board members at large shall be elected annually at the annual meeting of the members of the corporation. In addition to the powers and duties set forth in these by-laws, each officer shall have such additional powers and duties as the board may determine.

Section 2. President.

Liaison to the Library Board of Trustees as needed.

Runs bi-monthly meeting and establishes and distributes the agenda with input from the Board.

Back up to the treasurer as needed.

Section 3. Vice-President.

Runs the bi-monthly meeting in the absence of the President

Serves as a back up to the President as needed.

Section 4. Secretary.

Takes minutes at bi-monthly meetings and distributes to the Board members.

Organizes all correspondence with membership and the community in conjunction with the Board and the Library Director or liaison.

Section 5. Treasurer.

Keeps on-going tally of all fundraising efforts.

Maintains the Friends’ checking account.

Works with a consulting accountant for tax preparation and special projects as needed.

Section 6. Board Members-at-Large.

Attend the majority of bi-monthly meetings and participate in/chair project areas, hosting events and other activities.

Article V

Committees

The board of directors may, by resolution adopted by a majority of the directors in office, establish one or more standing or temporary committees, to include one or more directors of the corporation. Any such committee, shall have the authority to submit recommendations to the Friends Board. No committee shall have power as to the following:

(i) the filling of vacancies in the board of directors

(ii) the adoption, amendment or repeal of the by-laws;

(iii) the amendment or repeal of any resolution of the board;

(iv) action on matters committed by the by-laws or resolution of the board to another committee of the board.

Each committee formed will select a chair.

Article VI

Rules of Order

All matters of the corporation shall be presented by motion, discussed as needed and seconded by a board member and voted on by simple majority.

Article VII

Fiscal Year

The fiscal year shall be from 6/1/13-12/31/13. Therefore after that the fiscal year shall become the calendar year beginning with 1/1/14.

Article VIII

Amendment

These by-laws may be amended by a two-thirds vote of members present at an annual or special meeting of the board members, provided the text of any proposed amendment is included in the notice of the meeting.

This is a revision of the by-laws adopted June 12, 1985 and amended January 8, 1986 and again amended March 18, 2013 and September 16,2013.

Adopted: September 16, 2013

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