Constitution and By-laws

These are our newly amended By-Laws….voted on at our Annual Meeting, April 19, 2023.  

CONSTITUTION AND BY-LAWS

FRIENDS OF THE ILSLEY LIBRARY

February 10, 2023

ARTICLE I

IDENTIFICATION

Section 1.         The name of this organization shall be Friends of the Ilsley Library.

ARTICLE II

PURPOSE

Section 1.

a) This organization shall provide support for and cooperation with the Ilsley Library

b) This shall be a non-profit organization and all monies, except for operating expenses, shall inure to Ilsley Library.

c) No member shall receive income or profits.

ARTICLE III

MEMBERSHIP

Section 1.         Membership in this organization shall be open to any person or organization in sympathy with the purposes of the Ilsley Library upon payment annually of a contribution at one of the levels set by the Board of Directors.

Section 2.          An entity (person(s) or organization) shall be considered a Member for the calendar year for which a donation is made.

ARTICLE IV

BOARD OF DIRECTORS

Section 1.         The officers of this organization shall be a President, a Vice-president, a Secretary, and a Treasurer. 

Section 2.        Term of office. Officers shall serve for a term of three years following their election. Vacancies in an office occurring between Annual Meetings shall be filled by the Board.

Section 3.         Duties of the Officers.

  1. The President shall preside at all meetings of the Board and all Annual Meetings.  The President shall appoint all Committees and the Chairperson thereof.  The President shall serve as a member ex-officio of all other committees.
  2. The Vice President, in the absence of the President, shall perform all duties of the President. In the absence of a President and Vice President, a President Pro Tempore shall be chosen from the Board by the Board.
  3. The Secretary shall be responsible for the safe keeping of all records of the organization other than financial and membership records.  The Secretary shall also keep a record of all proceedings of the meetings.
  4. The Treasurer shall be responsible for all financial transactions of the Friends and will monitor the financial statements of the Organization.  The Treasurer will be responsible for monthly and annual reports to the Board with regards to financial transactions and assets.

Section 4.          The Board shall consist of the elected officers of the organization together with at-large board members appointed by the officers.

Section 5.         The Board shall meet monthly or at the call of the President or upon written request of any three Board members.  Meetings may be suspended at the discretion of the Board. 

Section 6.         The Board may permit any or all members to participate in a regular or special meeting by, or conduct the meeting using, any means of communication, including an electronic, telecommunications, and video-audio-conferencing telephone call, by which all members participating may simultaneously or sequentially communicate with each other during the meeting.

Section 7.        The Board shall have full authority to act on behalf of the Friends of the Ilsley Library between Annual Meetings.  This Board shall have responsibility for expenditure of funds in the name of the organization.

ARTICLE V

COMMITTEES

Section 1.          The Board may establish committees. Each committee will have at least one member of the Board.

Section 2.          There shall be three standing committees of the organization:

  1. The BOOK SALE committee shall be responsible for the operation of the Booksale and The Last Word book shop.
  2. The MEMBERSHIP committee shall be responsible for the recruitment of and communication with Friends members and potential members. The committee will also be responsible for collecting and maintaining current membership data and information.
  3. The NOMINATIONS committee shall be appointed by the President and shall consist of three members of the Board.  No one shall be nominated without their consent.

Section 3.        The Board may appoint ad hoc committees as needed to fulfill organizational need.  These committees will be temporary and dissolve when the need ends.

ARTICLE VI

ANNUAL MEETING

Section 1.        There will be an annual meeting held on a date to be determined by the Board.  Notice of this meeting shall be posted in the Ilsley Library two weeks in advance and published elsewhere as appropriate. 

Section 2.         A quorum at an Annual Meeting shall consist of a majority of members present at the Annual Meeting.

Section 3. 

    a)  At the Annual Meeting, the nominating committee shall present a slate of officers to be elected. Additional nominations may be made from the floor.

    b)  An annual report of the organization’s activities and finances will be made available at the Annual Meeting.

ARTICLE VII

DUES AND FUNDS

Section 1.        The Board shall determine the annual dues.

Section 2.       The fiscal year of this organization shall begin on January 1 of each year and end on December 31 of the same year.

Section 3.       Records of accounts shall be maintained by the treasurer, who shall be responsible therefore.

Section 4.       No funds over $200.00 shall be disbursed without the authority of the Board.

Section 5.       The Board shall appoint a financial advisor, not a Board Member, to conduct a financial review of the organization’s finances.  The books will be closed on December 31, at which time they will be available for financial review for the year, and the advisor will make a  report as  expeditiously as possible.

ARTICLE VIII

ALIGNMENT WITH ILSLEY LIBRARY

Section 1.        In all activities the Friends of the Ilsley Library shall cooperate with the Library Director and the Trustees of the Ilsley Library.

Section 2.       The Trustees of the Ilsley Library shall be invited annually to name one of its members as a non-voting member of the Board.

Section 3.       The Memorandum of Understanding defining responsibilities of the Friends and responsibilities of the Library Director and Trustees, shall be reviewed annually.

ARTICLE IX

AMENDMENTS TO THE BY-LAWS

Section 1.        These By-Laws may be amended at any meeting of the organization by two-thirds of the members present. Notice of the proposed amendment(s) shall have been given at least two weeks before said meeting.

ARTICLE X

INSURANCE AND INDEMINITY 

Section 1.        The Friends shall obtain and maintain a director and liability Insurance policy, with a liability limit of at least $1,000,000.00 This liability limit may be modified by a majority vote of the Board.

ARTICLE XI

DISSOLUTION AND TERMINATION OF THE ORGANIZATION

Section 1.        In the event of dissolution of the organization, all assets of the Friends of Ilsley Library will be turned over to the Ilsley Library.

Section 2.        No part of the net earnings of this organization shall ever inure to or for the benefit of or be distributable to its members, trustees, officers, or to any private persons, except that the organization shall be empowered to pay reasonable compensation of services rendered and to make payments and distributions in furtherance of the exempt purposes for which it was formed.       

Section 3.        Notwithstanding any other provisions of these articles, the organization shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501(c)3 of the Internal Revenue Code.