By-Laws for the Friends of the Anacortes Public Library adopted November 14, 2019
FRIENDS OF THE ANACORTES PUBLIC LIBRARY
EFFECTIVE DATE: November 14, 2019
Article I: NAME and ORGANIZATION
The name of the organization shall be FRIENDS OF THE ANACORTES PUBLIC LIBRARY, hereafter referred to as the “FRIENDS,” “FRIENDS OF THE LIBRARY,” or “FOL.” The FRIENDS is a not for profit organization organized under the statutes and provisions of the State of Washington.
Article II: PURPOSE
Section 1: FRIENDS OF THE ANACORTES PUBLIC LIBRARY is an association of persons interested in the use and improvement of the library and the values expressed in the American Library Association Bill of Rights and Anacortes Public Library.
Article III: MEMBERSHIP
Section 1: FRIENDS membership shall be open to all persons who are in sympathy with the organization’s purpose as stated in Article II.
Section 2: The membership year shall be the calendar year regardless of when annual dues are paid. The Board of Directors shall determine dues annually and may establish various membership categories and benefits.
Section 3: The annual meeting of the membership shall be held during November of each year. Members shall be informed of the agenda, time, and place of the annual meeting at least two weeks prior the date of the meeting.
Article IV: GOVERNANCE
Section 1: The Board of Directors shall not be fewer than 5 or larger than 15. Board member terms shall be for three years and no more than three consecutive terms. After a one-year absence from the board a former member may apply through the nominating process for another term of service. The Board may fill open board positions at any regular board meeting by a majority vote of current board members present and voting, but the election shall be confirmed at the next annual membership meeting. The term of service will begin from the date of the annual membership meeting.
Subsection 1a. If the term of office for the President of the Board coincides with the final year of service as a board member, the President may serve an extension serving as the Immediate Past President of the Board. The term of office may be continued until a new past president is confirmed.
Section 2: The Library Director shall be an ex officio non-voting member of the Board.
Section 3: The Board of Directors meets, January, March, May, July, September, and November to transact the business of the organization. Board meetings are open to the membership and public, with the exception of issues related to human resources. The time and place of the meetings shall be posted in the FriendShop and/or on the webpage.
Section 4: An Executive Committee is established by the Board of Directors to conduct the business of the FRIENDS during the interval between Board meetings. The Executive Committee may meet monthly. The time and place of the meetings shall be posted in the FriendShop and/or on the webpage.
Subsection 4a: The Executive Committee shall consist of the President, Vice President(s), Secretary(s), Treasurer, and Immediate Past President. The President may appoint other board members to the Executive Committee. Actions of the Executive Committee, when acting for the Board shall be approved at the next regular meeting of the Board of Directors.
Section 5: Four Standing Committees of the Board are established. Committees are to be chaired by a board member, although non-board members may serve as committee members.
- Governance Committee – responsibilities include, but not limited to, Board Cultivation and Development, may serve as the nominating committee for election of board members and officers, maintain bylaws, board policies, and human resources.
- Finance Committee – responsibilities include, but not limited to developing the annual budget, and financial reports. Provide oversight and supervision of restricted and endowment funds, including investment policy. In addition, provide general financial oversight of the FriendShop, supervision of the manager, and reporting to the Board.
- Development Committee – responsibilities include, but not limited to fundraising, special events, community outreach, and public relations.
- Membership Committee -- responsibilities include, but not limited to recruitment, programs, benefits, member recognition, and membership database.
Section 6: The time and place of Board of Directors meetings shall be posted in the FriendShop and agendas sent to all board members. One-third of serving board members shall constitute a quorum. The time and place of Executive Committee meetings shall also be posted in the FriendShop and/or webpage. Board and Executive Committee agendas shall be available to those members prior to the meeting date.
Section 7: Board ballots and proposed changes to the bylaws should be transmitted to the membership at least two weeks prior the annual meeting. Ballots may be mailed or returned at the annual meeting. If mailed the ballots must be received one day prior to the annual meeting. Immediately following the annual meeting the Board shall convene and elect the board officers.
Section 8: Robert’s Rules of Order, Modern Version, 1996 or newest edition shall govern board procedures.
Article V: OFFICERS
Section 1: The officers shall be: President, one or more Vice President(s), Treasurer, and Secretary. The Board may also establish additional officer positions, such as Corresponding Secretary, Archivist, and/or Parliamentarian. If established, these additional officer positions must be Board members.
Section 2: The Executive Committee shall prepare the agenda for bimonthly board meetings and annual meeting.
Section 3: The duties of the officers shall include:
- PRESIDENT: Preside over and conduct all meetings, including the annual meeting, conduct the business of the FRIENDS, and appoint committee chairs and members. Appoint additional members to the Executive Committee. Represent the organization to the public. Appoint an external audit committee to conduct an audit of the organization based on best business practices. Represents the FOL in all interaction with the Library Director.
- VICE PRESIDENT(s): Perform the duties of the President when the President is absent and duties as assigned by the President.
- TREASURER: Keep and maintain the financial records; conduct financial transactions within the budget, prepare and provide financial statements, and tracks all deposits, expenses and other financial dealings, and oversees tax filings and maintains the organization's non-profit status.
- SECRETARY: Record the minutes and attendance at all meetings, preserve annual business records, preserve annual membership records, and maintain a file of approved boards motions and actions.
Section 1: A slate of director candidates, recruited from the membership and community, shall be prepared by a nominating committee, which is appointed by the President. Director candidate names shall be submitted in writing to the membership, with the consent of the nominees, at least two weeks before the date of the annual membership meeting which is held each November. Those nominees receiving a majority vote of ballots cast shall be duly elected. Each paid membership shall have one vote.
Section 2: Officers shall be elected, immediately following the Annual Meeting, by a majority of the board of directors present, for a term of one year. Offices are limited to no more than three consecutive terms in the same position.
Article VII: BUDGET
Section 1: The Finance Committee shall prepare the annual budget based upon estimated income and expenditures from all sources. A draft budget shall be presented to the Executive Committee no later than the October meeting and to the Board of Directors no later than the November meeting.
Section 2: The fiscal year shall be the calendar year.
Section 3: Requests for expenditures not previously budgeted shall be presented for consideration to the Executive Committee along with supporting documentation. The Executive Committee may approve a non-budgeted expenditure. The action shall be reviewed and confirmed at the next board meeting.
Section 4: Gifts, bequests, or endowments for which there is no specified distribution, shall be sequestered in an interest bearing account.
Section 5: Restricted funds with specified distribution required to supplement an approved or new project/program, may be authorized and funds disbursed through a budget amendment based on a written statement describing the project/program expenditure.
Subsection 5a: A new project/program or additional expenditure for an existing project/program is presented to the Finance Committee for review and a recommendation forwarded to the Executive Committee, and final approval by the board.
Article VIII: INTEREST OF THE MEMBERS
Section 1: No member of the FRIENDS shall have any financial interest in the FRIENDS’ assets. Upon dissolution of the FRIENDS, any net assets remaining shall be donated to the Anacortes Public Library Foundation or its successor to support the book and materials budget of the Anacortes Public Library.
Section 2: No Board member shall speak on his/her own behalf while claiming to represent the Friends. If a Board member has a financial interest in, or could benefit financially from, an issue before the Board (a “conflict of interest”), that member must recuse him/herself from discussion and/or voting on the issue. If it is determined by a majority of the Board that a Board member has a conflict of interest but declines to recuse him/herself, that Board member shall not participate in the discussion or voting on that issue.
Article IX: AMENDMENT TO BYLAWS
These bylaws may be amended at the annual meeting by fifty percent of those voting either present or through a mail or electronic vote, provided that notice of the proposed amendment has been sent to each member at least two weeks before the date of said meeting.
These Bylaws are approved this day November 14, 2019
President, FRIENDS of ANACORTES LIBRARY
signature Secretary, FRIENDS of ANACORTES LIBRARY