Article I. NAME
Section 1. Name. The name of this association shall be FRIENDS OF THE WESTERVILLE PUBLIC LIBRARY (the "Association"). The Association shall be an Ohio non-profit corporation.
Article II. PURPOSE & POLICY
Section 1. Purpose. The purpose of this Association 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. The Association shall 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. The Association is organized exclusively for charitable and educational 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 Association shall be open to all individuals and organizations in sympathy with its purpose. A person or organization shall become a member of the Association by paying the dues prescribed by the Board of Trustees (the “Board”).
Section 2. Classes of Membership. The Board of the Association may provide for 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 Association. Any member who fails to pay the dues within three months after they become payable shall be dropped from the membership rolls.
Article IV. MEMBERSHIP MEETINGS
Section 1. Annual Meeting. This Association shall hold an annual meeting of the membership within the first six months of the fiscal year. Members shall be notified at least fifteen days prior to this meeting. The notice may be contained in an official newsletter of the Association. The notice may also appear in the Association’s website.
Section 2. Special Meetings. A special meeting of the membership may be called at any time by the Board or by written petition signed by at least 15 members in good standing presented to the Board at a scheduled board meeting for action within 30 days.
Section 3. Quorum. Any annual or special membership meeting shall have no minimum quorum requirement.
Section 4. Voting Rights. Each individual member and each organization member shall be entitled to one vote.
Article V. BOARD OF TRUSTEES
Section 1. Election. At the annual membership meeting, the members in good standing shall elect members of the Board.
Section 2. Terms. Board members shall be elected to serve two-year terms except in the case of an election to fill a vacated position in mid-term. To provide on-going continuity to the Board, the terms shall be staggered with approximately half of the Board elected each year.
Section 3. Vacancies. Board vacancies that are created between the annual elections can be temporarily filled by the Board with an otherwise qualified member in good standing. The person elected to a vacated position may only serve until the next annual membership meeting. At the next annual membership meeting, a position vacated in the first year of the two-year term will be filled for the remaining year of the term.
Section 4. Number of Trustees. The Board shall consist of no less than seven (7) but no more than (11) positions. The business of the Association shall be conducted by the Board. The Director of the Westerville Public Library will be a non-voting ex-officio member of the Board.
Section 5. Nominations. The Board shall create a slate of nominees to present to the members at the annual meeting. At the annual meeting, nominations from the floor will be invited and no one shall be nominated without his/her consent to serve.
Section 6. Removal of Trustees. A Board member may be removed from office with or without cause by the majority vote of the Board present at a duly held meeting of the Board.
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 VI. OFFICERS
Section 1. Reorganization. At the first board meeting following the election of the board at the annual meeting, the Board will elect its officers.
Section 2. Officers. The officers of the Association shall be President, Vice President, Secretary, and Treasurer; each of whom must be a member in good standing of the Association.
Section 3. Term. The term of office for all offices is one year. The officers will serve until the end of the annual membership meeting. A vacancy in the term for any office shall be filled for the remaining term by a board member elected by a majority vote of the remaining members of the board.
Section 4. Duties. The duties of the officers shall be as follows:
President – to preside over and conduct meetings; to appoint all committee chairpersons with approval of the board; and to be an ex-officio member of all committees.
Vice President – to perform the duties of the president in the absence of the president.
Secretary – to take the minutes of all meetings, and to conduct the correspondence of the association.
Treasurer – to keep and maintain adequate financial records of the corporation.
Article VII. COMMITTEES
Section 1. Special Committees. Special committees, as may be deemed necessary by the majority of the Board from time to time, shall be appointed by the President with the approval of the Board.
Article VIII. FISCAL MANAGEMENT
Section 1. Fiscal Year. The fiscal year of this organization shall be the same as the calendar year.
Section 2. Funds. The necessary data as to source and purpose of all receipts shall be provided to the Treasurer. An adequate bookkeeping system shall be provided. No funds shall be disbursed without the approval of the Board.
Section 3. Audits. At the discretion of the Board, there may be an annual audit of the books of the association by such qualified individuals as the Board may designate. A written report of such audit shall be presented to the Board.
Section 4. Dissolution. Upon the dissolution of this organization, all funds and other assets shall be transferred to 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 5. 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 by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code.
Article IX. PARLIAMENTARY AUTHORITY
Section 1. All meetings shall be conducted according to Robert‘s Rules of Order Revised, except when in conflict with these bylaws or with the laws of the State of Ohio.
Article X. CORPORATE INDEMNITY OF TRUSTEES
Section 1. The personal liability of each member of the Board, for conduct as a trustee or officer, shall be eliminated to the fullest extent permitted by current or future law.
Article XI. AMENDMENTS
Section 1. The bylaws 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 Association.
Amended January 28, 1982
Amended January 17, 1989
Amended March 14, 1990
Amended January 23, 1994
Amended January 29, 1995
Amended April 1, 2008
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