Friends Of Tiverton Libraries, Inc Bylaws Article I The name of this corporation (hereinafter referred to as an association) shall be Friends Of Tiverton Libraries, Inc, which is a Rhode Island non-profit corporation. Article II Purpose/Mission Statement The purpose of this association shall be: A. To promote library literacy, encourage public use of the library, and expand library services through cultural & educational programs. B. To work in cooperation with both the library staff and the library trustees in support of the library. C. To maintain an association of persons interested in good library service. D. To assist in the development and promotion of library services, facilities and programs. E. To act as liaison between the community and the library. F. To increase public awareness and stimulate use of the library's resources. Article III Membership Section 1 Membership in this association is open to all individuals, organizations or clubs in agreement with the purposes of the association and who pay annual membership dues. Section 2 Annual dues for the Friends of Tiverton Libraries Inc. and new membership categories may be established by a majority of the members present and voting at a membership meeting. Section 3 Each paid membership shall be entitled to one vote. Section 4 Library trustees and the library staff of the Tiverton Library Services shall be considered non-dues paying and non-voting members, and are welcome to participate in all meetings and activities. Trustees and the library staff are not eligible to be officers of the association. Article IV Board Members and Officers Section 1 Subject to the laws of Rhode Island and any limitations in the Articles of Incorporation and Bylaws, the activities and affairs of the Friends of Tiverton Libraries shall be conducted by or under the direction of the Board of Directors. The board will be comprised of no less than three(3) or more than seven (7) members, initially appointed by the Incorporators. Subsequently, the President will appoint a committee to prepare a slate of board member candidates to be elected at an annual membership meeting. The Board members will serve for a term of two years and will meet at least two times per year. A quorum for these meetings will be a majority of the Board members. A vacancy on the Board will be filled for the remainder of the term by the remaining Board members pending ratification by the membership at the next meeting. It shall be the responsibility of the Board to elect committees as needed. Section 2 The officers of the association shall be: President or Co-Presidents Vice-President Secretary Treasurer Historian Section 3 The president shall appoint a membership committee to prepare a slate of officer candidates to be elected at the annual membership meeting. Section 4 Officers shall be elected by majority vote of the membership present at the annual meeting for the term of one year Section 5 The term of officers so elected sall begin with the annual meeting and shall continue until their sucessors are elected. Section 6 A vacancy in any office shall be filled for the remainder of the term through the appointment by the Board pending ratification by the membership at the next meeting. Article V Duties of Officers President or Co-Presidents: The President shall facilitate all meetings for the membership. The President shall serve as the primary channel of communication with the Library staff and the Library Trustees. The President will facilitate the appointment of committees and ensure that the goals and purposes of the membership are realized. The President shall be an ex-officio member of all committees. The President shall have the power to pursue resources, pending ratification of the membership. Vice-President: The Vice-President shall act in the capacity of the President in his/her ansence and share leadership responsibility with the President. Treasurer: The Treasurer shall be responsible for the collection, safekeeping and disbursement of all funds and assets. The Treasurer shall keep and maintain financial records of all financial transactions of the organization. The Treasurer will submit a financial accounting of the association's transactions and finanical status at the annual meeting and at other times when requested. The Treasurer will prepare any necessary documents for the IRS and State of Rhode Island related to the finances of the association, as required by statute. Secretary: The secretary shall record attendance, take the minutes of all meetings, and maintain a file of meeting minutes for reference at future meetings. The Secretary shall conduct necessary correspondence for the Association. The Secretary shall keep a list of the membership together with their addresses and phone numbers, and shall notify the members of the time and place of meetings. The maintenance of the membership list and the meeting notices can be delegated to a working committee or designated member when deemed expedient to do so and if agreeable to the membership. Historian: The Historian will maintain files which will include: press releases, flyers, newsletters, announcements of programs/activities or any other information relative to the Association. The Historian shall act in the capacity of the Secretary in his/her absence. Article VI Meetings Section 1 Meetings of the Friends of Tiverton Libraries shall be held monthly on the fourth Wednesday unless otherwise voted by the membership. Section 2 Business can be conducted if a quorum is present. Section 3 The annual meeting of the association shall be the September meeting or as otherwise decided by the Board. Section 4 Special meetings of the Association may be called at any time by the President or by two officers of the Association. The membership will be notified of special meetings by the Secretary. Article VII Liability and Funds Section 1 Non-liability of directors. The directors and officers shall not be personally liable for the debts, liabilities or other obligations of the corporation. Section 2 Indemnification. The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the Rhode Island Non-Profit Corporation Act or any successor provisions, and only to the extent that the status of the corporation under Section 501 c (3) of the Internal Revenue Code is not affected hereby. Section 3 Insurance. Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any director, officer, committee member, agent or employee of the corporation against liabilities asserted against such person and incurred by such person in any such capacity or arising out of his or her status as such. Section 4 Compensation. Directors and officers shall serve without compensation. Section 5 All funds shall be deposited to the account of the Friends of Tiverton Libraries, Inc. and shall be disbursed by the Treasurer as authorized by the President, acting on behalf of the membership. Section 6 The fiscal year shall be September 1st through August 31st or as otherwise directed by the board. Article VIII Conflict of Interest Any duality of interest or possible conflict of interest on the part of any Director, officer, or agent of the corporation shall be disclosed to the Board of Directors and made a matter of record. In all cases where a director, and officer or agent of the corporation may have a conflict of interest because he or she or a member of his or her family has an interest in any contract or transaction with the corporation, either directly or indirectly that such Director, officer or agent shall disclose such conflict and refrain from taking any action to authorize, approve or ratlfy such transaction or contract. Article IX IRS 501 (c) (3) Tax Exemption Provisions Section 1 Limitations on activites. No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501 (h) of the Internal Revenue Code), and this corporation shall not participate in or intervene in any political campaign on behalf of, or in opposition to any candidate for public office. Not withstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal revenue Code, or (b) by a corporation, contributions to which are deductible under 170 (c) (2) of the Internal Revenue Code. Section 2 Prohibition against private inurement. No part of the net earnings of this corporation shall inure to the belief of, or be distributable to, its members directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the corporation. Section 3 Distribution of Assets. Upon the dissolution of this corporation, its assets remaining after payment or provision for payment, of all debts and liabilities of this corporation shall be distributed to Tiverton Library Services or to other such organization for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code or shall be distributed to the Federal Government or to a state or local government, for a public purpose. Section 4 The Board of Directors mat accept on behalf of the corporation any contribution, gift, bequest, or devise for the non-profit purposes of this corporation. Article X Amendments These bylaws may be amended, with thirty days prior notice to the membership, at any meeting of the Association, by a majority vote of the members present. Article XI Parliamentary Procedures Robert's Rules of Order shall govern the proceedings of this Association unless they are in conflict with the Articles of Agreement or these bylaws. ~ Notice This version represents the bylaws in effect on February 18, 2007. Changes made subsequent to that date are not reflected in this document.