Loading

(?) (?)

By-Laws

Friends of the Herbert Wescoat Memorial Library, Inc.

By-Laws 

Article I—Name

The name of this corporation is the Friends of the Herbert Wescoat Memorial Library, Inc. hereinafter referred to as “The Friends.”

Article II—Purpose (Mission Statement)

The Friends is organized exclusively for charitable and educational purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. In furtherance of those charitable and educational purposes, The Friends will promote the programs and policies of the Herbert Wescoat Memorial Library, specifically to promote library services to the residents of Vinton County, Ohio, as well as assisting the library in promoting open access to reading, cultural, intellectual, recreational and informational resources through support services to the library, and through fundraising and any other lawful act in furtherance of The Friends’ stated exempt purpose.

Article III—Membership

1.  Membership is open to all individuals and representatives of other organizations, clubs, and societies seeking to facilitate the mission of the Herbert Wescoat Memorial Library.

2. Each regular, full dues-paying individual member and a single representative of each dues-paying club or society shall have one vote in The Friends’ decision-making.

3. As tokens of appreciation and respect, dues-free memberships with full voting rights may be awarded (see section 2 of Article V for the officer permitted to make such awards) to professionals offering their specialized services free of charge or reduced to The Friends. These “professional” memberships are valid for as long as the individuals accept them and provide their services to The Friends.

Article IV—Governance

1. A quorum for the transaction of business shall be the number of members present at meetings, provided that the entire membership has been notified of the date and time of meetings via electronic mail or letter delivered by the United States Postal Service.

2. Members present at scheduled meetings shall constitute the decision-making body or “governing board” of The Friends.

3. This governing instrument shall become effective with the affirmative vote of three-fourths of the members present at the initial meeting of The Friends. 

4. Amendment of this instrument shall occur with an affirmative vote of three-fourths of the members present at scheduled (but not special) meetings.

5. The establishment of or change in the amount of membership dues and the expenditure of funds (beyond the maximum discretionary amount set by the membership), in accordance with the provisions of sections 1 and 2 of Article VIII, shall occur with the affirmative vote of two-thirds of the members present at meetings and with the concurrence of all officers.  Or, in the event that all officers can not express their concurrence (also in accordance with sections 1 and 2 of Article VIII), the establishment of or change in the amount of membership dues and the expenditure of funds shall occur with the affirmative vote of two-thirds of the members present at meetings and with the concurrence of two-thirds of the full dues-paying members not present at meetings. The officers and/or members not present at meetings would express their concurrence by submitting a dated, written statement bearing his/her signature to the secretary and the treasurer. 

6. A majority (50% plus one) vote of the members present at meetings shall be required to decide the will of The Friends in transacting business.

7. A majority (50% plus one) vote of the members present at the annual officer selection meeting (held in November) shall be required to elect The Friends’ officers when there are one or two candidates for a position.  If there are more than two candidates for a position, a plurality (more votes than the other candidates) of the members present determines the selection of the particular officer.

8. Dissolution of The Friends shall require an affirmative vote of three-fourths of the members present at a scheduled (but not a special) meeting.

9. Removal of an officer from his/her post and/or expulsion of a member, in accordance with the provisions of section 3 of Article IX, shall require the signature of three-fourths of all members (not merely those present at  meetings) on written statements supporting a resolution of officer removal and/or member expulsion.

Article V—Officers

1. The Friends shall elect for the term of one year a president, first vice-president, second vice-president, secretary, and treasurer. The committee on governance (described section 5 of Article VI) shall prepare a list of nominees for vacant offices to be disseminated among the membership two weeks before the annual officer selection meeting (to be held in November).  Nomination of candidates for offices may also occur at that meeting.

2. The president shall be the chief executive of The Friends, shall preside at meetings, and shall appoint committee chairpersons. This officer or his/her proxy shall also serve as the liaison between The Friends and the library board of trustees. He/she may also at his/her discretion award “professional” memberships (in accordance with the provisions of section 3 of Article III).

3. The first vice-president shall assume the duties of the president in his/her absence or inability to perform.  Following the president’s one-year term, the first vice-president automatically becomes (unless the officeholder declines) The Friends’ president for a one-year term.

4. The second vice-president shall have primary responsibility for managing fundraising. The second vice-president shall assume the duties of the first vice-president if that person is absent or unable to perform. The second vice-president shall assume the duties of the president if both the first vice-president and the president are absent or unable to perform. The second vice-president, upon completion of his/her one-year term, automatically becomes (unless the officeholder declines) The Friends’ first vice-president.  Upon completing a one-year term in that position, the first vice president then automatically becomes (unless the officeholder declines) The Friends’ president.  Thus, the membership after the initial meeting normally selects only a second vice-president each year for The Friends’ executive offices.  An election for other executive offices is only needed if an officeholder chooses not to advance or an unforeseen vacancy occurs.

5. The secretary shall create and maintain a permanent record of all business transacted by The Friends and shall maintain a file of correspondence and a list of members. This officer shall issue a report at each meeting of the corporation’s previous meeting and correspondence exchanged since the previous meeting.  The secretary shall also disseminate documents (in accordance with sections 1, 7, 8, and 9 of Article VII; section 1 of Article VIII; and section 3 of Article IX) such as agendas, reports, and proposals between scheduled meetings. If the president, first vice-president, and the second vice-president are all absent, the secretary shall preside at meetings.

6. The treasurer shall create and maintain a permanent record of all corporate transactions involving finances. This officer shall conduct all deposits to and expenditures from The Friends’ financial accounts; shall issue statements to members about unpaid dues; and shall collect membership dues. The treasurer shall also issue a report at each meeting of the corporation’s fiscal status. If the president, first vice-president, second vice-president, and secretary are all absent, the treasurer shall preside at meetings.

7. In the absence of all officers, the library director or his/her proxy shall preside or designate a member to preside at a meeting.

8. No person shall hold the offices of president, first vice-president, or second vice-president for more than one year in the three-year cycle that is required for the second vice-president to progress through the first vice-presidency and the presidency.  After one year outside the executive offices, an individual may again be elected to the post of second vice-president for one year and move on to a one-year term as first vice-president and then a one-year term as president.  After serving as president, individuals who have immediately held that office may again be elected without any waiting period to the office of second vice-president for one year, move on to a one-year term as first vice-president, and then serve another one-year term as president.  (Amendment— September 19, 2007)

9. A person may be elected to the offices of secretary and treasurer for as many as three consecutive one-year terms. After one year outside their previous office, an individual is again eligible for election to as many as three consecutive one-year terms in that post. The offices of secretary and treasurer have no term limits.  An individual who is serving in either capacity may be elected to these positions as often as desired by the membership.  (Amendment—September 19, 2007)

10. The secretary or treasurer shall temporarily assume the duties of the other office if the person holding that post is absent from a meeting or unable to fulfill the duties described in sections 5 and 6 of Article V; sections 1,7,8, and 9 of Article VII; sections 1 and 2 of Article VIII; and section 3 of Article IX. Accordingly, both the secretary and the treasurer shall be empowered to manage The Friends’ accounts, as directed by the membership (in sections 2 and 4 of Article VIII), at the financial institution(s) where they are maintained. If the workload of the secretary or the treasurer precludes the temporary assumption of the other’s duties at scheduled or special meetings or at other times, the president shall designate a member to fulfill those responsibilities. If either the position of secretary or treasurer becomes vacant before the September meeting, a special election shall be held, with nominations coming from the committee on governance and from the membership, to select an officer to serve the unexpired term.

11. An officer vacates his/her post if he/she has not paid annual membership dues by the scheduled May meeting.

12. No person nor his/her spouse may simultaneously serve as an officer in The Friends and hold the position of library director or library assistant director or hold a position on the library board of trustees.  Any member of the staff of the library, including the assistant director or the director, may serve as secretary or treasurer, but not in the offices of second vice-president, first vice-president, or president.  Friends of the Library officers and members of the library Board of Trustees may not serve simultaneously on both boards. (Amendment—September 19, 2007)

Article VI—Committees

1. The Friends shall have permanent standing committees for fundraising, governance, program support, and public relations.

2. Standing committees, except for the committee on fundraising (which shall be headed by the second vice-president), shall be directed by chairpersons serving at the pleasure of The Friends’ president. Thus, a committee chairperson may serve less than one year or for the one-year term of the president.  Collectively, succeeding presidents may retain a committee chairperson for multiple years. By virtue of the position, the director of the library or his/her designee shall serve as the chairperson of the program committee. 

3. The number of standing committees and their areas of responsibility may be changed only at the scheduled January meeting by the affirmative vote of three-fourths of the members present.

4. The committee on fundraising shall, by lawful means, conduct activities to accumulate revenue for The Friends’ programs and projects. It shall furthermore assist the Herbert Wescoat Memorial Library in the preparation of grant proposals. Lastly, it shall propose projects to the membership worthy of fundraising efforts.

5. The committee on governance shall have multiple functions.  It must prepare a list of candidates for the offices of second vice-president, secretary, and treasurer and any other vacant office that can be distributed to the membership by electronic mail or the United States Postal Service at least two weeks before the annual officer selection meeting in November. It shall advise The Friends with regard to legal affairs based on the expertise of its members or by gaining information from individuals and groups outside The Friends. Similarly, it shall oversee the amendment of the bylaws and improvements in the administration of The Friends.

6. The committee on program support shall assist the library director, assistant director, and/or staff as they administer the institution’s program of exhibits and other public events.

7. The committee on public relations shall disseminate, by various means, information about The Friends and its activities and coordinate that information with the congruent efforts of the Herbert Wescoat Memorial Library.

8. All of the permanent committees will share responsibility for promoting membership in The Friends among the general public.

9. The specific agendas of the permanent committees shall be determined by the majority (50% plus one) vote of the members present at scheduled and special meetings in consultation with committee chairpersons.

10. Committee chairpersons are authorized to convene meetings of their committees and to direct the efforts of members serving within their committees subject to the directions established pursuant to section 9 of Article VI.

11. Ad hoc committees may be established and chairpersons appointed for them by The Friends’ president at any time.

12. Friends’ members shall join the committees of their choice based on their interests.  The president and/or committee chairpersons may, however, request that particular members join particular committees.

Article VII—Meetings

1. There shall be five scheduled meetings of The Friends per year. One meeting will be held in each of the following months: January, March, May, September, and November. The membership will be notified by the secretary of the exact date and time of the next scheduled meeting by electronic mail or by letter delivered by the United States Postal Service at least thirty days before.  There shall be six scheduled meetings of The Friends per year.  One meeting will be held in each of the following months:  January, March, May, July, September, and November.  The membership will be notified by the secretary of the exact date and time of the next scheduled meeting by electronic mail or by letter delivered by the United States Postal Service at least thirty days before. (Amendment—September 19, 2007)  There shall be eleven scheduled meetings of the Friends per year.  One meeting will be held from January through November.  The membership will be notified by the secretary of the exact date and time of the next scheduled meeting by electronic mail or by letter delivered by the United States Postal Service at least thirty days before. (Amendment—July 24, 2009)

2. The Friends’ fiscal year shall be the calendar year.

3. Officer election shall occur at the November meeting; officers will begin their terms on January 1; and the new president will preside over his/her first scheduled meeting in January.

4. At each of the five scheduled meetings, The Friends’ secretary and its treasurer shall present reports for the consideration of the membership. The secretary will provide the minutes of the previous meeting; the treasurer will tender a fiscal report. Each document shall be subject to the correction and approval of the members present at meetings.

5. When standing committees have activities to report, their chairpersons shall deliver an oral and/or written account to the members present.

6. Both new and old business shall be transacted at each of the five scheduled meetings.

7. Amendments (offered by any regular, full dues-paying member) to The Friends’ bylaws may be considered at any of the five scheduled (but not special) meetings provided that the exact text of the proposed changes has been sent to members by the secretary via the United States Postal Service delivered at least thirty days before the meeting.

8. Dissolution of the corporation may be considered (proposed by any regular, full dues-paying member) at any of the five scheduled (but not special) meetings provided that a written proposal has been sent to members by the secretary via the United States Postal Service delivered at least thirty days before the meeting.

9. Special meetings may be held if all five officers concur or if a majority (50% plus one) of The Friends’ total membership make such a request of the president by letter, by telephone, or by electronic mail communication.  However, the secretary must be able to notify members by electronic mail or letter of the exact date and time of the meeting at least five days before it is convened.

Article VIII—Finances

1. Annual membership dues and classifications shall be determined by an affirmative vote of two-thirds of the members that paid their dues for the previous year and that are present at the scheduled January meeting and with the concurrence of all five officers provided that a written proposal has been sent to members by the secretary via electronic mail or letter at least two weeks before. Or, if all officers cannot express their concurrence, membership dues and classifications shall be determined by an affirmative vote of two-thirds of the members that paid their dues for the previous year and that are present at the scheduled January meeting and with the concurrence of two-thirds of the members that have paid their dues for the previous year but were not present at the January meeting. This alternate means of determining annual membership dues also requires that a written proposal of the suggested change has been sent to members by the secretary via electronic mail or letter at least two weeks before the scheduled January meeting.  If an officer and/or a member knows in advance that he/she cannot attend, or is for whatever reason absent from, the January meeting, he/she may express their concurrence by submitting a dated, written statement bearing his/her signature to the secretary either during the two weeks before the scheduled meeting or within thirty days following it. For the period from the incorporation of The Friends (May 4, 2004) until January 1, 2005, membership dues are $10 per individual. Revision of dues and classifications may take place no earlier than the scheduled January 2005 meeting. To retain their voting rights (and be in good standing), a full member must pay their annual dues by the scheduled May meeting.  

2. Expenditure of funds shall require the signature only of the treasurer or (in his/her absence or inability to perform) the secretary. However, all disbursements, above the maximum discretionary amount established by the membership at the scheduled January meeting, must be approved in advance by an affirmative vote of two-thirds of the members present at a regular scheduled meeting or a special meeting and must also have the concurrence of all five officers.  Or, if all officers cannot express their concurrence, all disbursements, above the maximum discretionary amount, must be approved in advance by an affirmative vote of two-thirds of the members present at a regular scheduled meeting or a special meeting and must also have the concurrence of two-thirds of the full, dues-paying members that were not present at that meeting. The maximum amount of a discretionary expenditure by the treasurer or secretary shall only be established at the scheduled January meeting by the affirmative vote of two-thirds of the members present and with the concurrence of all five officers. Or, if all officers cannot express their concurrence, the maximum amount of a discretionary expenditure shall be established by an affirmative vote of two-thirds of the members present at the January meeting and with the concurrence of two-thirds of the full, dues-paying members that were not present at the January meeting. For the period from the incorporation of The Friends (May 4, 2004) until January 1, 2005, the maximum amount of discretionary expenditure is $150. The amount of a maximum discretionary expenditure may be revised no earlier than the scheduled meeting in January 2005. If any officer and/or member knows in advance that he/she cannot attend, or is for whatever reason absent from, a meeting, he/she may express their concurrence by submitting a dated, written statement bearing his/her signature to the secretary and the treasurer between the period two weeks before and two weeks after a meeting.

3. An audit of the treasurer’s records shall be conducted and presented at the scheduled November meeting.  The president shall appoint the auditor at the scheduled September meeting from The Friends’ members, excluding officers.

4. An affirmative vote of two-thirds of the members present at scheduled meetings shall determine the type of account(s) to be maintained by The Friends and the financial institution(s) at which The Friends’ business may occur.  The initial account(s) was (were) established at the Vinton County National Bank in McArthur, Ohio subject to ratification at the initial meeting of The Friends in September 2004.

Article IX—Deportment

1. Meetings shall be conducted in accordance with the laws of the State of Ohio and these bylaws. 

2. Unless two-thirds of the members present at a scheduled meeting deem it necessary, parliamentary authority shall not be based on Robert’s Rules of Order.

3. Under extreme circumstances, an officer may by removed from his/her post and/or a member expelled from The Friends. Such actions may never occur because of differences in policy or decision-making. Removal and/or expulsion, moreover, may not occur because of disapproval of individual conduct unrelated to the Friends.  These actions shall occur solely in instances of serious criminal behavior which has or could bring The Friends into disrepute. If this condition exists, any member at any time may propose removal and/or expulsion; The Friends’ legal counsel must advise that the conduct in question may be legitimately considered “serious criminal behavior”; and three-fourths of the total membership with voting rights (not merely those attending either scheduled or special meetings) must agree that the conduct in question has or could bring The Friends into disrepute. Three-fourths of all dues-paying members must express that view in dated, written statements bearing their signatures that must be sent to the secretary within thirty days of the legal counsel’s advice to The Friends. The officer would be officially removed from his/her post and/or the member officially expelled from The Friends upon receipt of a written statement of that action sent by the secretary via the United States Postal Service. 

Article X—Dissolution

1. Members’ interest in the property of the corporation is limited to its use for the purposes of The Friends.

2. If three-fourths of the members present at a scheduled meeting (in accordance with section 8 of Article IV and section 8 of Article VII) vote to dissolve the corporation, they shall by a similar vote determine the group or groups that should receive the assets of The Friends subject to section 3 of Article X.

3. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Adopted this 15th day of September 2004.

Hours

Mon - Thurs:
8:30 AM - 7:00 PM

Friday:
8:30 AM - 5:00 PM

Saturday: 
8:30 AM - 12:30 PM

Sunday: 
CLOSED

Download audiobooks, ebooks, video and music

KnowItNow online reference service

Novelist Plus

One Click Digital an all-new, easy to use website and platform for downloading audiobooks

Zinio the world's largest newstand is now on your library's website