Article I – Name
The name of this corporation shall be Friends of Tiverton Libraries, Inc., herein referred to as the “Friends”, which is a Rhode Island non-profit corporation.
Article II – Purpose/Mission Statement
The purpose of the Friends shall be to expand and promote library services with an emphasis on developing and strengthening library programming as a cultural and educational asset to the community. Working primarily to that end and in cooperation with Tiverton Library Services, the Friends provide volunteer hours and financial support to the library for current programming and supplemental expenditures.
Article III – Membership
Section 1 – Membership in the Friends is open to all individuals who pay annual membership dues.
Section 2 – Annual dues for the Friends of Tiverton Libraries, Inc. and membership categories shall be established by the Board.
Article IV – Board Members and Officers
Section 1 – The activities and affairs of the Friends shall be conducted by or under the direction of its Board of Directors, also herein referred to as “the Board” or “board members.”
Section 2 – The Board of Directors will be comprised of
- a president or co-presidents, a vice president, a secretary, a treasurer, and an archivist, collectively serving as the officers of the Board;
- other voting board members including (i) members-at-large (at least 2 positions), the total number of such positions to be decided by the Board, and (ii) from time to time, former board members who have previously served at least one term, hereinafter referred to as “Advisory board members”, the total number of such positions, if any, to be decided by the Board; and
- the library director as ex-officio non-voting board member.
Section 3 – To the extent reasonably possible, the Board shall be comprised of an uneven number of voting members.
Section 4 – Voting board members shall be elected at the annual meeting by a majority vote of the board members present. Board members so elected shall serve for the term of two years and shall meet monthly or as otherwise decided by the Board.
Section 5 – The term of board members so elected shall begin with the annual meeting. Every effort will be made to rotate terms of office.
Section 6 –At such time as the president (if only one is serving), the secretary or the treasurer resigns or becomes unable to serve, as soon as reasonably possible her/his vacancy shall be filled for the remainder of the term by a majority vote of the remaining board members. Such a vote may take place at any board meeting. Board members so elected serve until the next annual meeting when they could stand for election to a full term.
Section 7 – Vacancies among other voting board members may be left open until the next annual meeting or may be filled by a majority vote of the remaining members. Such vote may take place at any board meeting. Board members so elected serve until the next annual meeting when they could stand for election to a full term.
Section 8 – Any board member may be removed for cause by a majority vote of the remaining board members at any board meeting.
Article V – Duties of Board Members
The president or co-presidents will facilitate all meetings for the membership and will
- serve as the primary channel of communications with the Library staff and the Library Trustees;
- facilitate the appointment of committees and ensure that the goals and purposes of the membership are realized;
- be an ex-officio member of all committees;
- disburse monies as directed by the Board when the treasurer is unable to do so; and
- notify all board members at least one week prior to each meeting.
The vice president will act in the capacity of the president or co-presidents in their absence and will share in the leadership responsibilities with them.
The treasurer will
- be responsible for the collection, safekeeping, and disbursement of all funds and assets;
- keep and maintain financial records of all financial transactions of the Friends;
- submit a financial accounting of the transactions and financial status of the Friends at the annual meeting and at other times when requested;
- prepare or designate preparation of any necessary documents for the IRS and the State of Rhode Island related to the finances of the Friends, as required by statute; and
- keep a list of the membership together with their addresses and phone numbers, the maintenance of which may be delegated to a working committee or designated board member when deemed expedient to do so.
The secretary, or her/his designee, will
- record attendance and take the minutes of all meetings;
- maintain a file of meeting minutes for reference; and
- conduct necessary correspondence for the Friends as decided by the Board.
The archivist will maintain files of Friends activities and programs, which may include board meeting agenda, press releases, news clippings, flyers, announcements, and photographs.
The members-at-large will assist as requested in all activities of the Friends.
Advisory board members will actively participate in board meetings on a regular basis, provide advice and counsel to the Board, and assist with activities of the Friends.
Article VI – Meetings
Section 1 – Meetings of the Board shall be held monthly or as otherwise decided by the Board. Such meetings shall be held on a specific time and day of the month designated by the Board at the beginning of the fiscal year.
Section 2 – Business can be conducted if a quorum is present. A quorum for any meeting of the Friends will be a majority of the full number of board members then in office.
Section 3 – The annual meeting of the Friends shall be the February meeting or as otherwise decided by the Board.
Section 4 – Special meetings of the Friends may be called at any time by the president or by two officers of the Friends.
Section 5 – Any meeting of the Friends may take place at any location determined by the Board and may occur via telephone or internet conferencing, provided that all persons participating in the meeting can hear each other at the same time. If any action cannot be delayed until the next scheduled board meeting, voting via telephone or electronic devices such as email is permissible, and such actions shall be affirmed at the next scheduled meeting and reflected in the minutes.
Article VII – Liability and Funds
Section 1 – The directors and officers shall not be personally liable for the debts, liabilities or other obligations of the Friends.
Section 2 – The directors and officers of the Friends shall be indemnified by the Friends 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 501c(3) of the Internal Revenue Code is not affected hereby.
Section 3 – The Friends will carry appropriate liability insurance.
Section 4 –Directors and officers shall serve without compensation.
Section 5 – All funds shall be deposited to the account(s) of the Friends of Tiverton Libraries, Inc. and shall be disbursed by the Treasurer as authorized by the Board, or as otherwise provided herein.
Section 6 – The fiscal year shall be January 1st through December 31st or as otherwise decided by the Board.
Article VIII – Conflict of Interest
Any duality of interest or possible conflict of interest on the part of a director, officer, or agent of the Friends shall be disclosed to the Board of Directors and made a matter of record. In all cases where a director, an officer, or an agent of the Friends 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 Friends, either directly or indirectly that such director, officer or agent shall disclose such a conflict and refrain from taking any action to authorize, approve or ratify such transaction or contract.
Article IX – IRS 501c(3) Tax Exemption Provisions
Section 1 –No substantial part of the activities of the Friends 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 the Friends shall not participate in or intervene in any political campaign on behalf of, or in opposition to any candidate for public office. Notwithstanding any other provisions of these Bylaws, the Friends shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501c(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 – No part of the net earnings of the Friends shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the Friends 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 Friends.
Section 3 – Upon the dissolution of the Friends, its assets remaining after payment or provision for payment of all debts and liabilities of the Friends shall be distributed to Tiverton Library Services.
Section 4 – The Board of Directors may accept on behalf of the Friends any contribution, gift, bequest, or device for the non-profit purposes of the Friends.
Article X – Amendments.
These bylaws may be amended at any meeting of the Board by a majority vote of the full number of board members then in office.
Article XI – Parliamentary Procedures.
Robert’s Rules of Order shall govern the proceedings of the Friends unless they are in conflict with the Articles of Incorporation or these Bylaws.
Article XII – Legal Precedence
Section 1 – In the event that any provision in these bylaws is or becomes inconsistent with any requirement or provision of the Internal Revenue Code Section 501(c)(3), the provisions of that Code will take precedence.
Section 2 – In the event that any provision in these bylaws is or becomes inconsistent with the requirement or provision of RIGL Section 7-6 of the Rhode Island Nonprofit Corporation Act, the provisions of the Act will take precedence.
Proposed July 8, 2020
Approved September 9, 2020