Bylaws of Friends of the Siuslaw Public Library District, Inc.
Amended Bylaws approved July 23, 2015
This organization shall be organized and operated exclusively for charitable, scientific, literary, and educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of this corporation shall be to engage in lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and Section 501(c)(3) of the Internal Revenue Code (or its corresponding future provisions).
The corporation’s primary purpose shall be to partner with the Siuslaw Public Library District through advocacy and fundraising.
1. Classes and Voting.
There shall be one class of members of this corporation. Each member shall be entitled to one vote on the following matters: election of Board of Directors and amendment of Bylaws. Membership shall be open to all individuals and to representatives of organizations who are interested in supporting the Library and who have paid their dues. Dues shall be determined by the Board of Directors and shall be due as of January 1st each year, for the calendar year period of January 1 through December 31.
2. Annual Business Meetings
The annual business meeting of members of this corporation shall be held in December of each year, at a time and date set by the Board of Directors, for the purposes of transacting corporate business and electing the Board of Directors.
3. Special Meetings
Special meetings of the members may be called only by the president of this corporation or a designated alternate. A brief statement of the object or objects of such special meeting shall be included in the notice.
4. Notice of Meetings
Notice of all meetings of members shall be posted in the Library at least seven (7) days prior to the proposed meeting.
At any meeting of the membership all members present shall constitute a quorum of the membership for all purposes. Each member present shall be entitled to one vote. There shall be no voting by proxy.
Board of Directors
1. Composition and Duties
The business and the property of the corporation shall be managed and controlled by a Board of nine (9) Directors, consisting of the officers (president, vice-president, secretary, treasurer), immediate past president, and four (4) members-at-large. All members of the Board must be current members of the Friends of the Siuslaw Public Library. The Director of the Siuslaw Public Library District shall be an ex-officio Board member, without voting rights. The Board shall have the power and authority to make rules not inconsistent with the laws of the state of Oregon and the Bylaws of this corporation for the guidance of officers of the corporation and for the transaction of the corporation’s business, to call meetings of the membership when deemed advisable, and generally to exercise all powers necessary for the transaction of the corporation’s business. The corporation’s fiscal year ends on December 31st.
The Board shall appoint an auditor, not an officer or Director of the corporation, each year to audit the treasurer’s books prior to the annual meeting in December.
2. Election of Board Directors
Nominations for the officers and two members-at-large shall be presented to the membership at the annual meeting. Two of the members-at-large shall be elected in alternate years. The Board may appoint a Nomination Committee of up to three (3) persons. Nominations shall also be invited from the membership at the annual meeting. No person shall be nominated without his or her consent.
Officers and members-at-large shall be elected by a majority vote of the members present at the annual meeting. Officers shall be elected to serve for a period of one (1) year. No person shall serve more than two (2) consecutive terms in the same office except in the case of that person having been appointed to fill a vacancy. (See section 4.) The members-at-large shall be elected to serve for two (2) years. No member-at-large shall serve more than two (2) consecutive terms, except in the case of that person having been appointed to fill a vacancy. (See section 4.)
Any Board member may be removed, with or without cause, by a majority vote of the Directors at a meeting called for that purpose. Such removal shall be without prejudice to the contract rights of any person so removed. A Board member shall be automatically removed if she/he has three unexcused absences in one year.
Whenever any vacancy shall occur on the Board of Directors, the vacancy shall be filled at the next regularly scheduled Board meeting. The new Board member shall be appointed by a majority of the Directors then on the Board. The Director so appointed to fill the vacancy shall serve until the next regularly scheduled annual meeting. If the appointee to a member-at-large position has served less than one full year of the two-year term to which he/she was appointed, she/he will be eligible to run for the member-at-large position for two more two-year terms. If the appointee to an officer’s position has served less than six months of the one-year term, he/she will be eligible to run for the office for two more one-year terms.
5. Board Meetings
The Board of Directors shall meet monthly at a time and place determined by the Board and all meetings are open to the general membership with members encouraged to participate and express their views on the items under discussion. Only Board members are allowed to make motions and vote at Board meetings. The December Board meeting will be in conjunction with the annual membership business meeting. Any regular or special meeting of the Board of Directors may be held by telephone, telecommunications or electronic means, as long as all Directors can hear or read each other’s communications during the meeting.
6. Special Meetings
Special meetings of the Board of Directors may be called by the President of the corporation, or by twenty percent of the Directors then in office, at any reasonable time by giving to each Director notice of at least two (2) days before the date of the meeting.
7. Action by Consent
Any action required or permitted by law to be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Directors. A written communication includes a communication that is transmitted or received by electronic means. Signing includes an electronic signature that is executed or adopted by a Director with the intent to sign.
A majority of the members of the Board of Directors shall constitute a quorum necessary for the transaction of any and all business of the corporation. In the event there shall be in attendance at any meeting of the Board of Directors a lesser number than a quorum, that number may adjourn the meeting to another day, at which time of adjournment those present shall give each of the absent members at least one day’s notice.
Committees, either standing or ad hoc, may be established by the Board of Directors as the need arises.
The officers of this corporation shall consist of a president, a vice-president, a secretary, and a treasurer. The Director of the Siuslaw Public Library District shall be an ex-officio Board member and consultant to the organization.
2. Duties of Officers
The president shall be the principal executive officer of the corporation and shall be the chairperson of the Board of Directors and shall preside at all meetings. The president shall, subject to the control of the Directors, supervise and control all of the business affairs of the corporation. He/She may sign, with the secretary or any other officer of the corporation, deeds, mortgages, bonds, contracts or other instruments which the Directors have authorized to be executed.
The vice-president shall take over the duties of the president in her/his absence and assist the president when requested.
The secretary shall keep the minutes of all meetings of the membership and the Board of
Directors, and file one copy of said minutes in the corporation’s permanent file before the next Board meeting. The secretary shall also distribute a copy of these minutes to Board members and make a copy available to members before the next Board meeting. He/She shall see that notices are duly given, be custodian of the corporation records and corporate seal, and perform other administrative duties assigned to her/him by the Board of Directors. Upon expiration of his/her term of office, the secretary shall deliver all corporation books, records, and files to the newly elected secretary.
The treasurer shall give and receive receipts for monies due and payable to the corporation or paid by the corporation, deposit monies in the bank, provide monthly financial reports to the Board, and, in general, perform the duties incident to the office of treasurer.
Amendment of Bylaws
The Bylaws may be amended, modified or repealed and new Bylaws may be adopted by a majority vote of the members present at any annual meeting or special meeting provided the proposed amendment shall have been posted in a conspicuous place in the library at least two (2) weeks before said meeting.