Article I. Name
The name of this non-profit organization shall be Friends of the Vigo County Public Library (hereinafter referred to as the “Organization”).
Article II. Mission
The mission of the Organization is to promote the Vigo County Public Library as a cultural, educational and recreational asset to the community and to strengthen support for the Library by increasing awareness of library resources, program-ming and services. The Organization is organized to benefit the Vigo County Public Library, a Class 1 Library under Indiana laws, and exclusively for charitable, religious, educational and scientific purposes permissible for exempt organizations under Section 501(c)(3) of the Internal Revenue Code as amended from time to time.
Article III. General Membership
General Membership. There shall be a minimum of five classifications of membership: Individual, Family, Sponsor, Contributor and Benefactor. Any individual may become a member by payment of an annual membership contribution in an amount to be determined by the Organization’s Board of Directors.
Contributions/Bequests. Contributions and bequests will be encouraged and accepted in any amount at any time. They may be made for any reason, or in honor or in memory of an individual or entity.
Article IV. Membership Meetings
Annual Meeting. The Organization shall hold an Annual Meeting of the membership on the Friday night preceding the Annual Book Sale for the purpose of receiving a financial report, electing new Officers and Directors, and any other matter to be considered at the meeting of an informational nature or which requires approval of the membership. Written notice of this annual meeting shall be given to all current members of the Organization no less than thirty (30) and no more than sixty (60) days before the date the meeting is to be held. Such notice shall include the date, time and place of the meeting, and a description of any matter to be considered at the meeting.
Special Meetings. Special meetings of the membership may be called by the President. Notice of such special meeting must be given each member of the
Organization either orally no less than ten (10) days before the meeting, or written no less than thirty (30) days and no more than (60) days before the date of the meeting. Such notice shall include the date, time and place of the meeting, and the purpose or purposes for which the meeting has been called.
Quorum. A quorum shall consist of at least 1/3 (one-third) of the members who have paid their membership contribution who may attend either in person or by proxy to the extent allowed by law.
Article V. Board of Directors
Election to the Board.The Executive Board of the Organization shall consist of four (4) officers who shall also be directors plus no more than eleven (11) elected directors. Officers shall consist of President, Vice President for Membership, Secretary, and Treasurer.
A nominating committee of three (3) members appointed by the President shall present a slate of Officers and Directors. This slate of Officers and Directors shall be presented to the membership by mail along with the notice of the Annual Meeting. Additional nominations may be made from the floor at the Annual Meeting with the consent of the nominee.
Election to the Executive Board shall be for a term of three (3) years. A Board Member may serve for a maximum of two (2) consecutive terms (6 years). One-third of the members of the Executive Board shall be elected at each Annual Meeting by a majority of those voting members present and shall assume office at the close of the meeting. Officers shall be elected annually and are subject to a three year term on their office.
The President shall fill a vacancy of any Officer or Director, prior to the Annual Meeting, with the approval of the Executive Board by majority vote.
Meetings of the Board. The Executive Board shall hold a regular meeting on the first Wednesday of each month at a date, time and place to be designated by the Board. Board Members shall receive written notice of the Executive Board meeting no less than (7) days or more than fifteen (15) days prior to the meeting.
A special meeting of the Executive Board may be called at any time by the President or by any Board Member.
A majority of the members of the Board shall constitute a quorum to conduct business, and the Board may act by a majority of those present at a meeting.
Duties & Responsibilities of the Board
- The Board shall establish the policies and direction of the Organization.
- The Board shall determine where and how funds are received and disbursed,
including approval of fundraising events and approval and disbursement of funds to the Library for programs, services, equipment, and any other requests as deemed relevant to the mission of the Organization.
- The Board shall work closely with the Library Director and Staff Liaison to manage the affairs of the Organization.
- The Board shall operate within the laws governing 501(c)(3) organizations.
The duties of the Officers are defined as follows:
President. Preside over all Board meetings and meetings of the membership; co-sign, with the Treasurer, all disbursement checks for the organization; sign or cause to be signed any contracts, grants, applications or other documents relevant to the operation of the Organization.
Vice President for Membership. Maintain or cause to be maintained current membership lists; send or cause to be sent renewal, reminder and recruitment letters; coordinate publicity and promotions with Library Director and Staff Liaison person; execute duties of the Board President in case of his/her absence or inability to carry out those duties.
Secretary. Keep an accurate record of the proceedings of the Board meetings and cause to have copies distributed to Board members; prepare reports of the Annual Meeting.
Treasurer. Maintain the financial books of accounts; obtain and have signed bank signature cards; reconcile monthly bank statements; prepare monthly and
annual reports of the Organization’s financial condition; prepare or cause to be prepared any tax forms required for the Organization; prepare and sign checks in payment of the Organization’s financial obligations; may deposit money; may arrange change boxes and change; handle all investments of the Organization’s funds; and arrange for an annual financial review of the books of accounts.
Committees. Committees of the Executive Board may be appointed by the President. Any committees must consist of at least two (2) Board Members, and in the case of the Nominating Committee, at least three (3) Board Members.
The Executive Board may appoint one or more committees from the general membership from time to time to conduct any business permissible under the laws of the State of Indiana. Any such committees must consist of at least two (2) individuals.
Article VI. Parliamentary Authority
Robert’s Rules of Order shall govern in all cases wherein they do not conflict with these Bylaws.
Article VII. Audits
An independent audit of the financial records of the Organization shall be performed each year prior to the Annual Meeting.
Article VIII. No Private Inurement
No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to its members, directors, 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 Article II.
Article IX. No Political Activity
The Organization shall not devote more than an insubstantial part of its activities in attempting to influence legislation by propaganda or otherwise, shall not directly or indirectly participate or intervene in any political campaign on behalf or or in opposition to any candidate for public office by publishing or distributing of statements or otherwise, and shall neither engage in activities nor have as objectives such that would characterize it as an “action” organization as defined in Treasury Regulation section 1.501 (c) (3) –1 (c) (3).
Article X. Dissolution
Upon dissolution of the Organization, the Executive Board shall, after paying or making provision for the payment of all liabilities of the Organization, dispose of all assets of the Organization exclusively for the purposes of the Organization in such manner, or to the Vigo County Public Library, if it is in existence and is still a tax exempt public library under the laws of Indiana, or otherwise to such organizations qualified as tax exempt under Section 501 (c) (3) of the Internal Revenue Code, as amended from time to time, as the Executive Board shall determine.
Article XI. Amendment
These Bylaws may be amended at any meeting of the membership of the Organization by a two-thirds vote of the members present, provided that notice of proposed amendments shall have been mailed to all members with notice of said meeting.
- Amended May 2, 1997
- Amended May 7, 1999
- Amended May 4, 2001
- Revised May 16, 2003
- Revised May 15, 2015