Proposed Changes: ByLaws

Friends of the Dorchester County Public Library Bylaws

Article 1. Name and Purpose

As set forth in the Articles of Incorporation, the name of this organization shall be “Friends of the Dorchester County Public Library.”

The purpose of this non-profit organization shall be to support the Dorchester County Public Library network as an informational, educational, recreational and cultural asset of Dorchester County. To this end this organization will assist in improving the Library’s facilities and services, and in promoting its use by the public. No project shall be undertaken by the organization that does not conform to the policies of the Board of Trustees of the Dorchester County Public Library.

Article 2. Principle Office of the Corporation

The principle office of the corporation shall be in the Dorchester County Public Library, 303 Gay Street, Cambridge, MD 21613

Article 3. Membership

3.1. Requirement for Membership: All individuals and organizations interested in the purpose of the organization shall be eligible for membership upon payment of dues.  Dues are as follows: $15 – individual membership , $20 family membership , $50 – Patron , $1000 – Life

3.2. Voting: Each member shall be entitled to one vote.

3.3. Honorary Members: Any person who has performed distinguished service to the library may, on the recommendation of the Board of Directors, be elected by the organization an Honorary Member without dues.

Article 4. Board of Directors

4.1. Classes: There shall be only one class of Directors

4.2. Role/Number: The business and affairs of the Corporation shall be governed by a Board of Directors (hereinafter the” Board”) which shall be composed of a minimum of five (5) persons.

4.3. Composition: The Board shall, at all times, be composed of persons dedicated to the mission of the organization, possessing the skills to govern the organization and inclusive of the diversity of the community being served, taking into account race, gender, economic status, age, subject matter expertise, and other factors. One of the positions will be filled by the Library Director and not elected by the membership

4.4. Election/Vacancies: Directors shall be elected at the annual meeting by a majority of the members present. If there is more than one candidate for a position, voting shall be by ballot.  If there is only one candidate, it shall be in order to move that the election be by voice vote.

The Board of Directors shall fill vacancies in elective offices and among directors for the unexpired term, by appointment.

4.5. Term: Every board member shall stand for election or re-election at the same time every two years.

4.6. Removal: Any Director may be removed from office, with or without the assignment of any cause, by a vote of the majority of the Directors in office. A vote for removal may occur at any meeting of the Board convened in compliance with these bylaws, provided that written notice of the intention to consider removal of such Director has been included in the notice of the meeting.  No Director shall be removed without having the opportunity to be heard at such meeting, but no formal hearing procedure need be followed.

4.7. Resignation: A Director may resign by submitting a written resignation to the President or to the other Directors, if the resigning Director is the President. Failure of any director to participate in the activities of the Board of Directors as evidenced by the failure to attend at least ¾ of the meetings of the Board of Directors in a 12 month period will be considered an automatic resignation

Article 5. Officers of the Board

5.1. Election/Vacancies: The officers shall consist of President, Vice-President, Secretary, and Treasurer. The officers shall be elected by the Board from among the Directors, at the first meeting of the Board following the annual meeting of the Corporation.  Any vacancy occurring in any office, for whatever reason, shall be filled by the Board and any Director so elected shall fulfill the term of his/her predecessor.

5.2 Term: Officers shall serve a term of 2 years and until their successors are elected or until they are removed for cause.

5.3 Removal: An officer may be removed from office, with or without cause, as determined by a two-thirds majority vote of the Board present at any meeting at which there is a quorum.

5.4 Resignation: An officer may resign by submitting a written resignation to the President or Secretary.  If the resigning officer is the President, the officer may resign by submitting a written resignation to the other Directors. Resignation as an officer does not constitute resignation from the Board.

5.5 Authority and Duties: The Officers shall have the authority and responsibility delegated by the Board as follows:

5.5.1 The President shall preside at and conduct all meetings of the Board. The President may sign all contracts and agreements in the name of the Corporation after they have been approved by the Board, serve as the representative of the Corporation in meetings and discussions with other organizations and agencies, and otherwise perform all the duties which are ordinarily the function of the office, or which are assigned by the Board.

5.5.2. The Vice-President shall perform the duties of the President if the President is unable to do so or is absent; and perform such other tasks as may be assigned by the Board and, at the request of the President, assist in the performance of the duties of the President.

5.5.3 The Secretary shall keep accurate records and minutes of all meetings of the Corporation; make available minutes of the previous meeting and distribute them in advance of each meeting; cause to be delivered all notices of meetings to those persons entitled to vote at such meeting; and maintain the minutes and a current listing, with contact information, of the Directors at the office of the Corporation.’

5.5.4 The Treasurer shall ensure there is timely and adequate management of financial resources and reporting to enable the Board to monitor the organization’s financial resources.  The Treasurer shall advise the Board of any significant financial matters that require action by the Board.  If required, the Treasurer shall ensure that the Board engages a qualified auditor for an annual examination of the financial statements.

5.5.5 Book Sale chair.  The Book Sale Chair may be one of the other Officers or a different person.  If the Book Sale Chair is not one of the other officers, he/she should also be on the Board. The Book Sale Chair shall oversee the monthly booksale by arranging for helpers to sort books, set up the sale area, help at the sale, and clean up after the sale.

The Book Sale Chair will also be responsible for seeing that monies collected at the book sale and for memberships and lobby sales are deposited and recorded for reporting to the Treasurer.  This responsibility may be delegated, but not to the Treasurer.

Article 6. Board Meetings

6.1 Annual Meeting: The Annual Meeting of the Corporation shall be held at such date and time as is determined by the Board.

6.2 Regular Board Meetings: Regular meetings of the Board shall be held at least quarterly and may be scheduled more often by the President.

6.3 Special Meetings: Special meetings of the Board shall be held at any time and at any place when called by the President or by at least three Directors. Business transacted at special meetings shall be confined to the purposes of the meeting stated in the notice of the meeting.

6.4 Notice of Meetings: Notice of regular Board meetings, including the annual meeting, shall be in writing and delivered at least 10 days and no more than 30 days before the day of the meeting to all Board members. Notices of special meetings shall state that it is a special meeting being called and may be given orally or in writing at least 48 hours prior to the meeting time.  Written notice of meetings may be delivered by electronic transmission. Failure of any member to respond to notice shall not invalidate the meeting or any action taken at the meeting.

6.5 Quorum: At meetings of the Board, a quorum shall consist of a simple majority or fifty percent plus one of the Directors then serving, present in person including as defined in (6.7) below.

6.6 Voting: Except as otherwise provided in these bylaws, decisions of the Board shall be by vote of a majority (fifty percent plus one) of those present assuming a quorum), but not less than one-third of the Directors then serving .  Each Director shall have one vote.  Directors may vote only in person or as defined in section 6.7 below.  There shall be no proxy voting.

6.7 Telephone and Electronic Participation: Directors may participate in Board meetings and vote on matters discussed therein, by means of a conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other at the same time. Participation by such means shall constitute in person presence of the Director at the meeting.

6.8 Action without Meeting: Any action which may be properly taken by the Board assembled in a meeting may also be taken without a meeting, if unanimous consent in writing setting forth the action taken is signed by all the Directors entitled to vote with respect to the action.  Such consent shall have the same force and effect as a vote of the Directors assembled and shall be filed with the minutes.

Article 7. Fund and Liability

Section 1. Fiscal Year: The fiscal year shall be from July 1 through June 30.

Section 2. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the association; such authority may be general or confined to specific instruments.

Section 3. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness, issued in the name of the organization, shall be authorized by the treasurer of the organization. In the absence or disability of the treasurer, the president is authorized to sign or endorse checks.

Section 4. All funds of the organization shall be deposited to the credit of the organization, in banks, trust companies or other depositories.

Section 5. The Board of Directors may accept or reject on behalf of the organization any contribution, gift, service, bequest or device for the general purposes or for any special purpose of the association.

Section 6. No member of this organization shall be held personally liable financially in connection with any of its undertakings.

Article 8. Amendments

This Constitution may be amended at any membership meeting by a two-thirds vote of the members present and voting, provided a written proposed amendment has been submitted to the members at least thirty (30) days prior to the Membership Meeting.

Article 9. Dissolution

The Corporation may be dissolved by a two-thirds vote of the membership attending a meeting providing that notice of the proposed dissolution has been submitted to the members in writing with written notice of the meeting date to decide on the proposed dissolution. In the event of dissolution, the Board shall dispose of all the net assets of the Corporation exclusively to the Dorchester County Public Library.

Adopted at a general membership meeting this __day of _____________ 2018

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