Article I. Name

Section 1.

The name of this non-profit organization shall be Friends of the Vigo County Public Library (hereinafter referred to as the “Organization”).

Article II. Mission

Section 1.

The mission of the Organization is to promote the Vigo County Public Library as a cultural, educational and recreational asset to the community and to strengthen support for the Library by increasing awareness of library resources, programming and services.  The Organization is organized to benefit the Vigo County Public Library, a Class 1 Library under Indiana laws, and exclusively for charitable, religious, educational and scientific purposes permissible for exempt organizations under Section 501(c)(3) of the Internal Revenue Code as amended from time to time as the Board shall determine.

Article III. General Membership

Section 1.

General Membership:  There shall be a minimum of five classifications of membership: Individual, Family, Sponsor, Contributor, and Benefactor.  Any individual may become a member by payment of annual membership contribution in any amount to be determined by the Organization’s Board of Directors.

Section 2.

Contributions/Bequests:  Contributions and bequests will be encouraged and accepted in any amount at any time.  They may be made for any reason, or in honor or in memory of an individual or entity.

Article IV. Membership Meetings

Section 1.

Annual Meeting: The Organization shall hold a Spring Annual Meeting of the membership on the Friday night preceding the Spring Annual Book Sale for the purpose of receiving a financial report, electing new Officers and Directors, and any other matter to be considered at the meeting of an informative nature or which requires approval of the membership.  Written notice of the Spring Annual Meeting shall be given to all current members of the Organization no less than thirty (30) and no more than sixty (60) days before the date the meeting is to be held.  Such notice shall include the date, time and place of the meeting, and a description of any matter to be considered at the meeting.

Section 2.

Special Meetings:  Special meetings of the membership may be called by the President.  Notice of such special meeting must be given each member of the Organization either orally no less than ten (10) days before the meeting, or written no less than  thirty (30) days and no more than sixty (60) days before the date of the meeting. Such notice shall include the date, time, and place of the meeting, and the purpose or purposes for which the meeting has been called.

Section 3.

Quorum:  A quorum shall consist of at least 1/3 (one-third) of the members who have paid their membership contribution who may attend either in person or by proxy to the extent allowed by law.

Article V. Board of Directors

Section 1.

Election to the Board. The Executive Board of the Organization shall consist of four (4) Officers who shall also be Directors.  Officers shall consist of President, Vice President for Membership, Secretary, and Treasurer.  Eleven (11) additional elected directors will complete the Board of Directors.

A nominating committee of three (3) members appointed by the President shall present a slate of Officers and Directors. This slate of Officers and Directors shall be presented to the membership by mail along with the notice of the Spring Annual Meeting. Additional nominations with the consent of the nominee may be made from the floor at the Spring Annual Meeting.

A nominating committee of three (3) members appointed by the President shall fill a vacancy of any Officer or Director prior to the Annual Meeting with the approval of the Board by majority vote.

Election to the Board of Directors shall be for a term of three (3) years.  A Board Member may serve for a maximum of two (2) consecutive terms (6 years).  Members of the Board should be elected at each Spring Annual Meeting by a majority of those voting members present and shall assume office at the close of the meeting.  Officers shall be elected annually and are subject to a three-year-term.

Section 2.

Meetings of the Board:  The Board shall hold a regular meeting on the first Wednesday of each month, except January and July, at a date, time, and place to be designated by the Board.  Board Members shall receive written notice of the Board meeting no less than seven (7) days or more than fifteen (15) days prior to the meeting.

A special meeting of the Executive Board or Board of Directors may be called at any time by the President or by any Board Member.

A majority of the members of the Board shall constitute a quorum to conduct business, and the Board may act by a majority of those present at a meeting.

When time sensitive issues arise between Board meetings, the President may call for an electronic vote by email or phone. The same criteria for quorum and majority shall apply.

Section 3.

Duties & Responsibilities of the Board:

• The Board shall establish the policies and direction of the Organization.
• The Board shall determine where and how funds are received and disbursed including approval of fundraising events and approval and disbursement of funds to the Library for programs, services, equipment, and any other requests as deemed relevant to the mission of the Organization.
• The Board shall work closely with the Library Director and Staff Liaison.
• The Board shall operate within the laws governing 501(c)(3) organizations.
• All Board members shall be required to attend at least six (6) of the monthly meetings in a fiscal year. After three (3) absences the Board member will be notified by mail prior to the next Board meeting stating that another absence will result in automatic resignation of the Board member.
• All Board members are expected to participate periodically in the Organization’s sponsored activities which include but are not limited to sales, events, etc.

The duties of the Officers are defined as follows:

President: Preside over all Board meetings and meetings of the membership; may co-sign all disbursement checks for the Organization; sign or cause to be signed any contracts, grants, applications or other documents relevant to the operation of the Organization.

Vice President for Membership:  Maintain or cause to be maintained current membership lists; send or cause to be sent renewal, reminder and recruitment letters; coordinate publicity and promotions with the library Director and Staff Liaison person; execute duties of the Board President in case of his/her absences or inability to carry out those duties.

Secretary:  Keep an accurate record of the proceedings of the Board meetings and cause to have copies distributed to Board Meetings; prepare reports of the Spring Annual Meeting; and may co-sign disbursement checks.

Treasurer:  Maintain the financial books of accounts, obtain and have signed bank signature cards; reconcile monthly bank statements; prepare monthly and annual reports of the Organization’s financial condition; prepare or cause to be prepared any tax forms required for the Organization; prepare and sign checks in payment of the Organization’s financial obligations; may deposit money; may arrange change boxes and change; handle all investments of the Organization’s funds; and arrange for  financial review of the books of accounts.

Section 4.

Committees:  Committees of the Board may be appointed by the President.  Any committees must consist of at least two (2) Board Members, and in the case of the Nominating Committee, at least three (3) Board Members.

The Board may appoint one or more committees from the general membership from time to time to conduct any business permissible under the laws of the State of Indiana.  Any such committees must consist of at least two (2) individuals.

Article VI. Parliamentary Authority

Robert’s Rules of Order shall govern in all cases wherein they do not conflict with these Bylaws.

Article VII. Audits

An independent review of the financial records of the Organization shall be performed every three (3) years from prior review.

Article VIII. No Private Inurement

No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II.

Article IX. No Political Activity

The Organization shall not directly or indirectly participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office by publishing or distributing of statements or otherwise.  The Organization shall neither engage in activities nor have as objectives as defined in Treasury Regulation section 1.501(c)(3) -1(c)(3).

Article X. Dissolution

Upon dissolution of the Organization, the Board shall, after paying or making provision for the payment of all liabilities of the Organization, dispose of all assets of the Organization exclusively for the purpose of the Organization in such manner, or to the Vigo County Public Library, if it is in existence and is still a tax exempt public library under the laws of Indiana, or otherwise to such organizations qualified as tax exempt under Section 501(c)(3) of the Internal Revenue Code, as amended from time to time, as the Board shall determine.

Article XI. Amendment

These Bylaws may be amended at any meeting of the Board membership of the Organization by a two-thirds vote of the members present, provided that notice of proposed amendments shall have been mailed to all Board members with notice of said meeting.