***[ Proposed--To be voted on April 1, 2015 ]***
BY-LAWS OF THE
FRIENDS OF THE SPRINGFIELD TOWN LIBRARY, INC.
ARTICLE I, ORGANIZATION
- The name of the Corporation shall be Friends of the Springfield Town Library, Inc.
- The Corporation may also be known as FOSTL in the act of carrying out ordinary business.
1.2: Office Location
- The Principal Office of the Corporation shall be in the Springfield Town Library, 43 Main Street, Springfield, VT.
- The Registered Office shall be the same as the Office of the Registered Agent.
1.3: Registered Agent
The Registered Agent shall be Patrick M. Ankuda, Esq., Parker & Ankuda, P.C., P.O. Box 519, 52 Elm Hill Street, Springfield, VT 05156.
1.4: Nonprofit Status
The corporation is a public-benefit, nonprofit organization.
The purposes of the Corporation are exclusively charitable, literary, and/or educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, to achieve the stated objectives of the Corporation.
The objectives of the Corporation shall include the following:
- To maintain an association of persons interested in libraries.
- To focus public attention on the Springfield Town Library.
- To stimulate use of the library resources and services.
- To receive and encourage gifts and bequests to the library.
- To support and cooperate with the library in developing library services and facilities for the community.
1.7: Fiscal Year
The fiscal year of the Corporation shall the calendar year (January 1 to December 31).
Article II, MEMBERSHIP
- Membership shall be open to all dues-paying persons interested in the library
- Dues shall be set annually.
- Amount of dues shall be determined by the Board of Directors.
- Each member shall be entitled to one vote.
2.2: Annual Meeting
- The Annual Meeting shall be held within five (5) months following the close of the fiscal year.
- The Annual Meeting shall be held at the Principal Office of the Corporation.
- Written notice will be given to each member entitled to vote at such meeting, stating the place, day, and hour of the annual meeting, and shall be delivered not more than thirty (30) days nor less than ten (10) days prior to the meeting,
2.3: Governing Power
The affairs of the Corporation shall be managed by the Board of Directors in accordance with the By- laws.
ARTICLE III, BOARD OF DIRECTORS
3.1: Board of Directors
- A person being elected to Board of Directors must be a member of the Corporation.
- The Board of Directors shall consist of no more than eleven (11) nor less than five (5) members
- The Library Director shall be a non-voting, ex-officio member of the Board.
- The Board shall hold meetings no less than five (5) times a year and notice of the next meeting will be given at the end of each meeting.
3.2: Election of Directors
Directors shall be elected by a majority vote of the members present at the Annual Meeting.
3.3: Terms of Office
- A Director shall be elected for a term of three (3) years.
- Vacancies in unfinished terms will be filled by appointment by the Board of Directors, to serve until the next annual meeting when a Director will be elected to complete the term.
- Directors may be elected to succeed themselves to consecutive terms.
- A Director may resign at any time by giving written notice to the Board, the President, or the Secretary of the Corporation. Unless otherwise specified, the resignation shall take effect upon receipt thereof. Acceptance of resignation shall not be necessary to make it effective.
- A Director who is absent for three (3) consecutive regularly scheduled meetings may be subject to removal from the Board upon a majority vote of the directors.
3.4: Duties of Directors
- The Board of Directors shall assume full legal authority and responsibility for the operation of the Corporation and oversee the management and fiscal affairs of the Corporation including, if necessary, approval of loans and lines of credit.
- The Board of Directors may authorize individuals to perform duties on behalf of the Corporation as specified in a Corporate Authorization Resolution.
- The Board of Directors shall adopt or terminate programs as required or necessary to attain the purposes and objectives of the Corporation.
- The Board of Directors shall be responsible for a review of the By-laws at least every five (5) years.
3.5: Quorum and Special Meetings
- A quorum shall consist of a simple majority vote by the members of the Board of Directors.
- A special meeting may be called at the request of the President or by the written request of three (3) members of the Board. Notice of the special meeting shall be given at least forty-eight (48) hours in advance of said meeting.
No compensation shall be paid to Directors for their services. This does not prohibit reimbursement of expenses reasonably incurred by Directors pursuant to the performance of their duties.
- The Corporation shall indemnify any current or former Director or Officer of the Corporation against any expenses, actually and reasonably, incurred by said person in connection with the defense of any action, suit, or proceeding, civil or criminal, in which said person is made a party by reason of being or having been such Director or Officer; except in relation to matters in which said person shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of their duty to the Corporation.
- The Corporation shall make any other indemnification that shall be authorized by the Articles of Incorporation or by any by-law or resolution adopted by the membership, after appropriate notice.
ARTICLE IV, OFFICERS
4.1: Election of Officers
- The Corporation shall have a President, Vice-president, Secretary, and Treasurer, each elected for a two-year term. An elected Officer shall also serve as a member of the Board of Directors.
- The officers shall be elected by a majority vote of the members present at the Annual Meeting of the Corporation and shall assume their official duties following the close of that annual meeting.
- In the event an Officer cannot complete his/her term, a replacement will be appointed by the Board of Directors to fill the term until the next annual meeting.
- The President and Treasurer shall be elected in alternate years from the Secretary and Vice-president.
- In no event shall the same person serve as both President and Secretary of the Corporation at the same time.
4.2: Duties of Officers
- The President shall preside over all meetings of the Board and the executive committee. The executive committee shall consist of the Officers of the Corporation and any person(s) approved by the Board.
- The President shall approval chairpersons of those committees which are deemed necessary by the Board to meet the objectives of the Corporation, as stated on Section 4.3 (Committees).
- After consulting with the Library Director and committee chairpersons, the President shall prepare the Board Meeting agenda.
- The President may be an ex-officio member of all committees except the Nominating Committee (see Section 4.3a).
- The Vice-president shall act, in all matters, in the absence or disqualification of the President.
- The Secretary shall perform, in general, all the duties incident to the office of clerk of a Corporation as required by the laws of the United States and the State of Vermont, which includes keeping the minutes of the Annual Meeting, all Board of Director and executive committee meetings.
- The Treasurer shall give a report on the current financial status of the Corporation at regular meetings of the Board of Directors and at the Annual Meeting of the Corporation.
- The Nominating Committee is the only standing committee of the Corporation. It shall nominate Directors and present a slate of officers for election at the Annual Meeting.
- Other committees will be formed by the Board of Directors as deemed necessary to carry out the objectives of the by-laws. These many include such committees as program, membership, publicity, fundraising, special projects, etc.
- The Springfield Town Library Director shall be a non-voting, ex-officio member of all committees.
ARTICLE V, BY-LAW AMENDMENT PROCEDURE
5.1: These By-laws may be amended by a two-thirds vote of the members of the Corporation at an annual meeting or special meeting duly warned for that purpose. Notice of the proposed amendments shall be given to all members eligible to vote not less than ten (10) days prior to the call of the meeting.
ARTICLE VI: DISSOLUTION OF CORPORATION
6.1 Although the term for which the Corporation is organized is perpetual, in the event the Corporation is to be dissolved, for whatever reason, the assets of the Corporation shall be distributed in accordance with Vermont law governing dissolution of nonprofit corporations. All proceeds shall go to and be distributed to the Springfield Town Library, or its successor in interest. Should the Springfield Town Library, or its successor, be unable or unwilling to accept such assets, then the assets of the Corporation shall go to, and be distributed to, one or more nonprofit corporations, or public bodies, as may be selected by the Board of Directors of the Corporation, and approved by at least 75% of the members, to be used for and devoted to the purposes of a community facility, project, or other purpose to serve the public welfare of the community. In no event shall any assets or property, in the event of dissolution thereof, go to or be distributed to members, directors, trustees, or others having financial or managerial interests in the Corporation, either for reimbursement for any sum subscribed, donated, or contributed by such members, or for any other purpose, provided that nothing herein shall prohibit the Corporation from paying its just debts.
ARTICLE VII: CERTIFICATION
7.1 We, the Board of Directors, certify that these revised By-laws were adopted by vote of the members of the Corporation, at a duly warned annual meeting, on April 1, 2015.