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Friends
Of
Tiverton Libraries, Incorporated
Bylaws
Article I
The name of
this corporation (hereinafter referred to as an association)
shall be Friends Of
Tiverton Libraries, Incorporated, 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.
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Notice
This online version of the bylaws represents
the version in effect on February 18, 2007.
Changes made subsequent to that date are not reflected here.
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