Constitution and By-Laws of the Friends of the Germantown Public Library
Article I NAME
The name of this organization shall be the Friends of the Germantown Public Library.
When the word “Library” is used in this document it will denote the Germantown Public Library.
Article II PURPOSE
· Foster closer relations between the Library and the residents of the
Valley View Local School District
· Promote knowledge of the functions, resources, services and needs of the Library
· Support and cooperate with the Library in developing library services in the community
· Enable the Library to enhance services, expand programs and add new dimensions that maximize the Library's role and usefulness in the community.
· Heighten public awareness of the Library
· Assist in the identification of community needs
· Encourage, solicit and receive gifts and bequests from corporations, businesses,
community organizations and private citizens
· Hold fund raising events to further the Friends and the Library
Article III MEMBERSHIP
Membership in this organization shall be open to all individuals in sympathy with its purposes.
Types of membership and dues shall be set by the Executive Board.
Article IV EXECUTIVE BOARD – OFFICERS AND ELECTIONS
1. Executive Board
The officers of the organization shall be vested in an Executive Board which shall consist of the following seven people:
President, Vice President, Treasurer and Secretary, who shall be elected by the membership of the organization.
An At-Large Board member who shall be elected by the membership of the organization
A Board of Trustees Liaison, who shall be appointed the Library Board of Trustees
The Library Director, who shall be an ex-officio member of the Executive Board
2. Terms of Office
Officers shall be elected for a one-year term. The term of office shall be March 1st through the end of February.
The election of officers shall be held at the annual meeting, and those elected shall assume the duties of that office the March following the election. Officers shall be elected by a majority vote of those present at the annual meeting.
3. Nominating Committee
Officers shall be nominated by a nominating committee appointed by the President with the consent of the Executive Board, such nominating committee to consist of one member of the Executive Board and two persons appointed from the membership at large. The nominating committee shall not nominate any person who does not consent to such nomination. Nominations shall be submitted to the membership in writing at least two weeks prior to the annual meeting. Additional nominations may be made form the floor with consent from the nominee.
Vacancies occurring on the Executive Board shall be filled for the unexpired term thereof by a majority vote of the remaining members of the Executive Board.
Four members of the Executive Board shall constitute a quorum.
Article V DUTIES OF OFFICERS
The president shall preside over all meetings of the organization and shall have general supervision of the affairs of the organization. The President shall be an ex-officio member of all committees except the Nomination Committee.
2. Vice President
The Vice-President shall assume the duties of the President in his/her absence.
The Secretary shall (a) take the minutes of all meetings and keep an accurate record of all business transactions, (b) conduct all correspondence as directed by the President, (c) perform such other duties as are customary of the office of Secretary.
The Treasurer shall (a) be the chief fiscal officer of the organization, (b) make regular financial reports to the Executive Board, (c) Keep an account of all money received by the organization and deposit the same in the bank designated by the Board, (d) pay all bills as approved by the Executive Board (e) perform such other duties as the Executive Board may from time to time prescribe.
The Treasurer will collect all dues, maintain a current list of paid members, and regularly inform the Executive Board of the status of the memberships.
The Treasurer shall present monthly financial statements to the Executive Board, prepare an annual report for the annual meeting and shall keep complete organizational accounts.
Article VI FINANCES
1. All funds shall be deposited in the account of The Friends of the Germantown Public Library and shall be disbursed only as authorized by the Executive Board.
2. Dues shall be payable annually and shall become due by the first day of April.
3. The fiscal year shall be the same as the calendar year.
4. An auditing committee of two members, appointed by the President in consultation with the Executive Board, shall audit the Treasurer's books before the end of the fiscal year and submit it's report at the annual meeting.
5. No member of the Friends of the Germantown Public Library shall be liable except for unpaid dues for the current year and no personal liability shall in any event attach to any member of the Friends in connection with any of its activities or undertakings. All liabilities of the organization shall be limited to its deposited funds.
6. Money received from memberships, projects, gifts and memorials shall be used to further the purposes of this organization.
No part of the net earnings of the organization shall inure 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.
Article VII COMMITTEES
This organization shall have the following standing committees.
Program & Special Event Committee
Fundrasing & Booksale Committee
The Executive Board may designate other committees as needed.
Article VIII MEETINGS
This organization shall hold at least one general membership meeting per year.
Order of business shall be:
· Call to order
· Presentation and approval of the Minutes of the last meeting
· Presentation and approval, if required, of any reports of the Executive Board, Committees or individuals
· Treasurer's Report
· Transaction of any other business
The annual meeting shall be held on a date in February to be determined by the Executive Board. Members shall be notified at least two weeks prior to the date of the meeting.
A special meeting of this organization may be called at any time by the Executive Board.
The Executive Board shall meet every other month or at the discretion of the Executive Board.
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 AMENDMENTS
Amendments to this constitution and by-laws may be made at the annual meeting by a two-thirds vote of those members present, after notification to members of record at least two weeks before the meeting.
Article XI ADDITIONAL PROVISIONS
The Friends of the Germantown Public Library is organized exclusively for charitable, religious, educational, and/or scientific purposes under section 501(c)(3) of the Internal Revenue Code.
No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members. The organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(c)(3) purposes. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to, any candidate 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, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article XII DISSOLUTION
In the event of the dissolution of this organization, and prior to the completion thereof, all liabilities and obligations of this corporation shall be paid, satisfied, and discharged, and all of the remaining 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. No part of such remaining assets, property, or income shall be distributed to members or to any other persons whatsoever.
Approved unanimously by the membership present, February 23, 2009