Article I. NAME
Section 1. Name. The name of this association shall be FRIENDS OF THE WESTERVILLE PUBLIC LIBRARY and said organization shall be an Ohio non-profit corporation.
Article II. PURPOSE & POLICY
Section 1. Purpose. The purpose of this organization shall be to maintain an association of persons interested in books and libraries; to focus public attention on library services, facilities and needs; to encourage gifts of books, magazines, films and other library materials and displays; and to encourage endowments and bequests to the library through ways approved by the Board of Trustees by the Westerville Public Library.
Section 2. Policy. Friends of the Westerville Public Library have no role in the administration of the Westerville Public Library, which is governed by a board of trustees appointed by the Board of Education of the Westerville City School District.
Section 3. Exempt Organization Requirement. Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article III. MEMBERSHIP AND DUES
Section 1. Eligibility. Membership in this organization shall be open to all individuals and to representatives or organizations and clubs in sympathy with its purpose. A person or organization shall become a member of the Friends of the Westerville Public Library by paying the dues prescribed by the trustees.
Section 2. Classes of Membership. The Board of Trustees of the Friends of Westerville Public Library may provide of classes of membership and shall prescribe the dues schedule.
Section 3. Dues. Annual dues of a member shall be payable on the first day of the anniversary of the member’s joining the Friends of the Westerville Public Library. Any member who fails to pay the dues within three months after they become payable shall be dropped from the membership rolls.
Article IV. OFFICERS & BOARD OF TRUSTEES
Section 1. Titles, Qualifications. The officers shall be a President, a First Vice President, Second Vice President, Third Vice President, a Secretary, and a Treasurer; each of whom must be a member in good standing of the Friends of the Westerville Public Library.
Section 2. Board of Trustees. The direction of affairs of this association shall rest with the Board of Trustees. The officers and the immediate Past President, plus six trustees chosen from the members at large shall constitute the Board of Trustees and shall serve as the governing body of this association. The Library Director will be a non-voting ex-officio member of the Board.
Section 3. Nominations. A Nominating Committee shall propose nominations for officer s and trustees chosen from the members at large. At the annual meeting, nominations from the floor will be invited; no one shall be nominated without his/her consent to serve.
Section 4. Election. The officers and the trustees to be chosen from the members at large shall be elected at the annual meeting and take office immediately.
Section 5. Terms of Office and Vacancies. The term of office for each officer and trustee shall be two years. The president, first vice-president and treasurer and three trustees are to be elected in odd-numbered years. The second vice-president, third vice-president, secretary and three trustees are to be elected in even-numbered years.
Section 5a. Removal of Trustees. A trustee may be removed from office with or without cause by the majority vote of the trustees present at a duly held meeting of the Board.
Section 5b. Vacancy. In the event of the death, removal or resignation of a trustee, a successor to fill the unexpired term shall be elected by the affirmative vote of a majority of the trustees present at a duly held meeting of the Board.
Section 6. Duties. The duties of the officers shall be those usually pertaining to their offices. The president is an ex-officio member of all committees, with the exception of the Nominating Committee.
Section 7. Meetings. The Board shall meet at the call of the President, provided members are given oral or written notice at least three (3) days before the meeting.
Section 8. Quorum. A majority of the voting members of the Board shall constitute a quorum for the transaction of business.
Article V. MEETINGS OF MEMBERS
Section 1. Notices. This association shall hold its annual meeting in January for the purpose of election of officers, to receive reports, and to enact any other business. A written notice with proposed agenda shall be sent to each member in advance of the annual meeting and such notice may be contained in an official newsletter of the Friends of the Westerville Public Library. Additional meetings shall be scheduled as recommended by the President with proper notification to the members upon written notice mailed no less than ten (10) days in advance of such meeting to members. Such notice will include time, location, and purpose of the meeting.
Section 2. Quorum. A minimum of twenty-one (21) members in good standing shall constitute a quorum for the conduct of official business, including the election of officers. These members may be present either in person or by proxy.
Section 3. Voting Rights. Each individual member and each organization member shall be entitled to one vote.
Article VI. COMMITTEES
Section 1. Standing Committees. Standing committees may include: Projects, Membership, Gifts & Bequests.
Section 2. Nominating Committee. A Nominating Committee of three shall be appointed by the President, with approval of the Board.
Section 3. Special Committees. Such other special committees, as may be deemed necessary by the majority of the Board of Trustees from time to time, shall be appointed by the President with the approval of the Board.
Article VII. FISCAL MANAGEMENT
Section 1. Fiscal Year. The fiscal year of this organization shall be the same as the calendar year.
Section 2. Funds & Assets.
Section 2a. Disbursements. No funds shall be disbursed without the approval of the Board and upon the written authority of the President and Treasurer.
Section 2b. Accounts. Adequate books of accounts shall be maintained by the Treasurer who shall be responsible therefor.
Section 2c. Audits. The Board of Trustees shall appoint an auditor who is not an officer of the Friends of the Westerville Public Library to audit the Treasurer’s books and present a written report to the Board.
Section 2d. Dissolution. Upon the dissolution of this organization, all funds and other assets shall devolve to the Board of Trustees of the Westerville Public Library.
Upon the dissolution of that organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Section 2e. Distribution of Earnings. No part of the net earnings of the organization shall insure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidates for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, corresponding section of any future federal tax code.
Article VIII. PARLIAMENTARY AUTHORITY
Section 1. All meetings shall be conducted according to Robert‘s Rules of Order Revised, except when in conflict with these by-laws with the laws of the State of Ohio.
Article IX. AMENDMENTS
Section 1. The by-laws may be amended at any official meeting of this association by two-thirds of the members present, provided that notice of the proposed amendment shall have been mailed to all members at least ten (10) days before said meeting and such notice may be contained in an official newsletter of the Friends of the Westerville Public Library.
Amended January 28, 1982
Amended January 17, 1989
Amended March 14, 1990
Amended January 23, 1994
Amended January 29, 1995
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