By-Laws ofThe Friends of the American Fork Library Article I : Membership Section 1 : The name of the organization shall be: The Friends of the American Fork Library. Section 2 : The purpose of the organization shall be the enrichment of the total resources and facilities of the American Fork Library. Section 3 : Membership shall be open to any individual, business firm, or group interested in the objectives of the Friends. Section 4 : Annual membership contributions shall be receivable in the Friends of the American Fork Library Trust Fund on or before December 31st of each year for the 12 succeeding months, according to the following schedule :
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Member
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Contribution
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Contributing Member
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$10 – 24
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Associate Member
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$25 - 49
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Sustaining Member
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$50 – 99
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Sponsoring Member
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$100 – 499
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Patron
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$500 – 999
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Director’s Circle
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$1,000 – 4,999
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President’s Circle
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$ 5,000 - & up
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All categories are open to individuals, and the last four on the above list are open to businesses. Officers may create, at their discretion, other appropriate categories of membership and they may accept books or other materials needed by the library, in lieu of contributions in cash. All contributions to the Friends of the American Fork Library Trust Fund and gifts of materials to the Library are tax-deductible. Section 5 : Gifts of materials or money which are offered subject to any conditions not specifically sanctioned by existing Library policy must be approved by the Director of the Library. The Friends of the American Fork Library assumes responsibility for administering expenditure of funds in accordance with the wishes expressed by the donors, for identifying materials given or purchased with gift bookplates or other suitable identification, and for sending acknowledgments to donors. Section 6 : All members of the Friends are welcome to use the Library’s collections in any of its branches under prevailing regulations, and to avail themselves of such services as can be provided by the Library staff. Members will also receive copies of the Library newsletter and the Annual Report of the Friends. Each member is entitled to one vote in the annual election of officers, and in such other matters as may require a vote of the members. ARTICLE II. OFFICERS Section 1 : The officers of this Corporation shall consist of a President, a Vice President, a Secretary, and a Treasurer, who shall be drawn from the members of this Corporation. Section 2 : the term of office of officers shall be for one (1) year, except that any officer shall serve until his successor has been duly elected and has qualified. Section 3 : The election of officers shall be by secret ballot; provided, however, that the members by majority vote at any regularly called or specified annual meeting may, as to any such meeting, waive the provisions of this section and elect directors by vote viva voce. Nominations for directors may be made from the floor at the time of the election; provided, however, that prior to the holding of any such election, the Board of Directors may, by majority vote, select a nominating committee to bring in recommendations for nominations for any and all offices to be filled. A majority vote of the members present shall be required to elect. Section 4 : The Director of the American Fork Library of American Fork, Utah, shall at all times be a member of the Friends of the Library. The designated Friends Liaison from the American Fork Library Board shall at all times be a member of the Friends of the Library. ARTICLE III. DUTIES AND POWERS OF OFFICERS Section 1 : The president shall preside at all meetings of the Corporation. He or she shall appoint all standing and special committees, subject to the approval of the Board of Directors, and shall be an ex-officio member of such committees. The President shall call meetings of the Board of Directors at such times as he or she may deem advisable, and shall call special meetings of the Board of Directors and/or the of the Corporation on the written request of not less than two members of the Board. It shall be the duty of the President to carry out the will of the Board of Directors and of the Corporation as expressed in their respective meetings, and in general conduct the affairs of the Corporation in a manner consistent with the authority and responsibility pertaining to the office. Section 2 : In the absence of the President, or in the event of the President’s inability to act, the Vice President shall discharge the duties of the President. Section 3 : The Secretary shall give notice of all meetings of the Board of Directors and/or of the Corporation and shall attend all such meetings and keep a true and accurate record of all proceedings had thereat. The Secretary shall keep a complete list of all the names and addresses of all members of the Corporation. The Secretary shall carry on the correspondence of the Corporation as instructed by the Board of Directors and/or the President of the Corporation, including the newsletter and annual report. Section 4 : The Treasurer shall deposit all funds of this Corporation into the account of The Friends of the American Fork Library, Inc., a Utah corporation, in such depository and under such conditions as the Board of Directors may, from time to time, direct. The Treasurer shall collect all monies due this Corporation and shall keep an account of all monies received by and expended by or on behalf of this Corporation and shall make disbursements only upon order of the Board of Directors; provided, however, that as to such funds as may from time to time be allocated by the Board of Directors for the purchase of books or other materials for the American Fork Public Library. On leaving office, either by limitation of term of office or otherwise, the Treasurer shall deliver to his successor all monies, books, papers, and other property belonging to the Corporation which may then be in his possession or under his custody or control, and in the absence of or want of such successor, he shall deliver the same to the Secretary of the Board of Directors. In case of the absence or the inability of the Treasurer to act, the Board of Directors may authorize the President or any other one of the officers of the Corporation to issue checks or perform such other duties of the Treasurer as may in that event become necessary. All books, papers, and other property in the custody of the Treasurer shall be kept by him in a safe place, to be approved by the Board of Directors. The Treasurer may at any time be required to give a bond in such sum as the Board of Directors may deem advisable; the cost of such bond to be paid out of the funds of the Corporation. The Treasurer’s account shall be audited annually or as often as deemed necessary by the Board of Directors in such manner as may, from time to time, be determined by the Board. Section 5 : It shall be the duty of the Board of Directors to care for the property and interests of the Corporation and to determine policies for the conduct of its affairs. The Board of Directors shall have the power to raise and expend funds to promote the welfare of the Corporation and to employ any and all lawful means it may deem proper and expedient to secure the objects for which the Corporation is organized. The foregoing is subject always to the provisions of Article Five, Section Two hereof. Section 6 : The Board of Directors shall meet within the state of Utah and may meet as often and at such times and places as the Board may deem advisable; provided, however, the Board of Directors shall meet at least once every three months. Section 7 : The Board of Directors, by a majority vote of the directors present at any stated meeting, may at their option drop any director who has failed to attend three or more consecutive meetings of the Board, whereupon the director or directors so dropped shall immediately cease to be a director. Section 8 : The Board of Directors is authorized and empowered to fill any vacancy which may occur on the Board until the next election of the Corporation, and is hereby authorized and empowered to fill any vacancy in office for the balance of the unexpired term so filled. Section 9 : The Board of Directors may appoint committees, authorize sections and initiate other agencies which they, in their wise discretion, may deem reasonably necessary or appropriate to carry out the purposes of this Corporation. ARTICLE IV. MEETINGS OF THE CORPORATION Section 1 : The annual meeting of the Corporation shall be held not earlier than October 1 and not later than November 20, at the American Fork Library, American Fork, Utah, or at such other place within the state of Utah as the Board of Directors shall determine. Section 2 : Special meetings of the Corporation may be called by the President or by a majority of the Board of Directors whenever they shall deem a special meeting necessary or advisable. Special meetings shall also be called by the Secretary on the written request of not less than ten active members of the Corporation. In all cases of special meetings, the Secretary shall notify the entire membership of the Corporation not less than three (3) days before the time set for such special meeting, of the time and place thereof, and of the purpose for such special meeting. The purpose of any special meeting must be stated in the call therefor. Section 3 : Directors of the Corporation shall be elected to fill any unfilled vacancies and to take the places of those whose terms are about to expire, at the annual meeting of the Corporation. ARTICLE V: DUES AND DELINQUENCIES Section 1 : Dues for membership in this Corporation shall be in the amounts set forth in Article 1 above. Section 2 : No member of this Corporation shall be liable except for unpaid dues, and no personal liability shall in any event attach to any member of this Corporation in connection with any of its undertakings, but in all its liabilities shall be limited to its common funds and assets. Neither the Board of Directors nor the members shall have any authority to borrow money or to incur any indebtedness or liability in the name of or on behalf of the Corporation. No member of the Board of Directors and no officer of this Corporation shall act as, or be deemed to be, an agent of the members of this Corporation, or any of them, or have authority to incur any obligation whatsoever. No contract shall in any event be entered into and no obligation shall be incurred beyond the amount on hand or in the bank, after deducting therefrom, or providing for, the total of all unpaid accounts and unpaid obligations and liabilities. ARTICLE VI. QUORUMS AND PROXIES Section 1 : Three (e) officers, present in person, shall constitute a quorum at all meetings of the Board of Directors. Section 2 : Ten (10) members shall constitute a quorum at any meeting of the members of the Corporation, regular or special. ARTICLE VII. AMENDMENTS Section 1 : These bylaws may be amended at any meeting of the Corporation by three-fourths (3/4) vote of the members present and voting, provided that notice of the proposed amendment is given in writing to all of the members at least ten (10) days before said meeting. ARTICLE VIII. SALARIES AND EXPENSES Section 1 : All officers shall serve without compensation, but the Board of Directors may authorize the disbursement of such necessary incidental expenses as may be properly incurred by officers in the transaction of the business of this Corporation, by way of reimbursement. ARTICLE IX. RULES OF ORDER Section 1 : All meetings of the Corporation and of the Board of Directors shall be conducted in accordance with the latest revised edition of Robert’s Rules of Order. |