CONSTITUTION AND BY-LAWS

 

OF THE

 

FRIENDS OF THE BRANDYWINE HUNDRED LIBRARY

 

Revisions:

Document: Nov.18, 1999

Article 1: Apr.13, 2004

Article 10, Section 4: Sept. 4, 2004

 

 

THE FRIENDS OF THE BRANDYWINE HUNDRED LIBRARY

CONSTITUTION AND BY-LAWS

 

Article 1--Name

 

Section 1.  The name of this non-profit organization shall be THE

FRIENDS OF THE BRANDYWINE HUNDRED LIBRARY.

 

 

Article 2-- Purpose

 

Section 1.  The purpose of this organization shall be to promote knowledge of the function, resources, services, plans, and needs of the library; to encourage gifts, endowments, and bequests to the library; to stimulate public support and cooperation with the library in developing library services and facilities; to increase the value of the library to the community served.

 

Article 3--Membership

 

Section 1.  Membership in the organization shall be open to all individuals or organizations.

 

Section 2.  Each individual and organization in Good Standing shall be entitled to one vote at the Annual Meeting or at special meetings.

 

Article 4--Directors

 

Section 1.  The officers of this organization shall be a President,

Vice-President, Treasurer and Secretary. They shall be elected at the Annual Meeting to serve two-year terms. The President and Secretary shall be elected in odd numbered years. The Vice-President and Treasurer shall be elected in even numbered years.

 

Section 2.  The President shall preside over and conduct meetings and appoint all special committees with consent of the Board and be ex-officio member thereof; sign and mail checks; sign agreements and contracts authorized by the Board.

 

Section 3.  The Vice-President shall perform the duties of the President in the absence of the President.

 

Section 4.  The Treasurer shall keep and maintain the financial records of the organization and deposit the dues; present the audit required pursuant to Article 10, Section 1 to the Annual Meeting; approve invoices and prepare checks for President or Vice-President signature and mailing. Board approval is required for checks greater than $200.

 

Section 5.  The Secretary shall take minutes of all meetings and mail to Board members before next meeting; keep a list of the Board members together with their addresses; notify members of the time and place of meetings; and conduct the correspondence of the organization.

 

Article 5--Board of Directors

 

Section 1.  The Board of Directors shall consist of the officers and up to eleven (11) Directors.  The Directors, six of whom shall be elected at the Annual Meeting in odd numbered years and five of whom shall be elected at the Annual Meeting in even numbered years, shall serve two year terms with no limit on the number of terms. The Head Librarian shall serve as a non-voting member of the Board.

 

Section 2.  The Board of Directors shall have full charge of the property and business of the organization with full power and authority to manage and conduct the same. Members of the Board are expected to participate in activities such as fund raising, public relations, membership development, newsletter, volunteer coordination and other specific needs.

 

Section 3.  Special committees may be created as needed; appointments to committees require Board approval.

 

Section 4.  Regular meetings of the Board shall be held at least once per calendar quarter. Special Board meetings may be called by the President.

 

Section 5.A majority of the voting members of the Board shall constitute a quorum and a majority of the voting members present may take action.

 

Section 6.  Board members shall not receive any compensation for services rendered as Officer/Director, but shall be entitled to reimbursement for reasonable expenses incurred.

 

Section 7.  Vacancies shall be filled by appointment by the Board until the next regular election.

 

Article 6--Nominations and Elections

 

Section 1.  A nominating committee shall be appointed by the Board at least two months before the Annual Meeting. The nominations shall be submitted in writing to the membership with the consent of the nominee at least two weeks prior to the Annual Meeting.

Section 2.  Officers and Directors shall be elected by majority vote of those members in Good Standing present at the Annual Meeting for a term of two years.

 

Article 7--Restrictions

 

Section 1.  The net income of the organization shall not benefit in whole or in part any individual.

 

Section 2.  The organization shall not participate or intervene in any political campaign on behalf of any candidate for public office.

 

 

Article 8--Meetings

 

Section 1.  The Annual Meeting will be held on a date in the month of December to be determined by the Board. Members must be informed in writing at least two weeks prior to the date of the meeting.

 

Section 2.  A special meeting of this organization may be called at any time by the Board. The membership must be notified in writing at least two weeks prior to any special meeting and the purpose of the special meeting shall be stated. No other business shall be transacted at the special meeting.

 

Article 9--Dues

 

Section 1.  Dues shall be payable annually to remain a Member in Good Standing. Individual expiry date may be seen on Newsletter label.

 

Section 2.  Dues shall be established by the Board.

 

Article 10--Financial Arrangements

 

Section 1.  A yearly audit of the financial records shall be made by two people appointed by the Board.

 

Section 2.  All checks shall be signed by either the President or the Vice-President. Either shall approve all bills to be paid by the organization.

 

Section 3.  Organization fiscal year shall coincide with the calendar year.

 

Section 4.  If the prompt authorization of a proposed expenditure is necessary or desirable before the next scheduled Board meeting, an e-mail process may be used for voting. Any such proposal must be submitted to the President who shall submit it to the board if it is deemed suitable for this type of voting procedure. Each Board member shall send his/her aye or nay vote to all Board members. The President, Secretary and Treasurer collectively shall ensure that such vote is affirmed for recording in the minutes at the next meeting of the Board.

 

Article 11--Dissolution

 

Section 1.  Upon dissolution of the corporation, the Board shall, after payment of all liabilities, dispose of all assets of the corporation exclusively for the purposes and in such a manner or to such an organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify for exception under Section 501(c)(3) of the Internal Revenue Code of 1954.

 

 

Article 12--Amendments

 

Section 1.  Amendments to this constitution and by-laws may be made at any meeting of the membership by a two-thirds vote of those Members in Good Standing present. Proposed amendments shall be submitted in writing to the membership at least two weeks prior to the meeting at which the proposed amendments are to be voted on.