Article I: Name
sec.1 The name of the organization shall be Friends of the Kinderhook Memorial Library.
sec.2 The organization is a non-profit corporation intended to comply with Federal Code 501(c)(3).a not-for-profit membership organization established pursuant to applicable laws and regulations. The organization shall conduct its business so as to maintain its not-for- profit status under applicable laws and regulations.
Article II: Purpose
sec.1 The purpose of the organization shall be to maintain an association of persons interested in the Kinderhook Memorial Library; to focus attention on resources and services of the library; to encourage gifts, endowments and bequests to the Library; to support and cooperate with the Library Board of Trustees and the Director in developing library services and facilities for the community; and to support the freedom to read as expressed in the American Library Association Bill of Rights.
Article III: Membership
sec.1 Membership in the organization shall be open to any person interested in supporting the purposes of the organization. Membership is active upon payment of annual dues.
sec.2 Each membership in good standing shall be entitled to one vote in all matters submitted to a vote at any meeting of the membership.
sec.3 Dues shall be set by the Executive Council at the annual meeting.
Article IV: Meetings
sec.1 Regular Meetings: Regular meetings shall be held three (3) times annually one of which may be the Annual Meeting.
sec.2 Executive Council meetings shall be held monthly, on the last Monday of each month on a date determined by the Chair.
sec.3 Annual Meeting: The Annual Meeting shall be held in September of each year.
sec.4 Special Meetings: Special meetings may be called upon the request of ten (10) or more members, of the Chair, or of the Executive Council.
sec.5 Notice: Written notice of meetings and an agenda of business to be transacted shall be mailedand/or submitted through electronic transmission to each member of the Executive Council and shall be posted at the library at least one week prior to each regular meeting. Notice and agenda of special meetings shall be posted at the library one week prior to each meeting. Notice and agenda of the Annual Meeting shall be mailed and/or submitted through electronic transmission to each member at least two weeks prior to the Annual Meeting.
sec.6 Quorum: The members present at any meeting shall constitute a quorum providing at least one-half of the Executive Council members are present.
Article V: Governance
sec.1 Executive Council: The organization shall be governed by an Executive Council consisting of the officers of the organization, the Director of the Library and two at-large representatives of the general membership.
sec.2 Officers: The officers of the organization shall consist of a Chair, Vice-chair, Membership Chair, Secretary, Treasurer and Corresponding Secretary elected by the general membership.
sec.3 Authority: The Executive Council shall have full power to conduct, manage and direct the business and affairs of the organization in accordance with the approved budget and these by-laws.
sec.4 Committees: Standing and/or ad-hoc committees may be established from the general membership.
sec.5 No member of the Library Board of Trustees shall serve on the Executive Council of the Friends.
sec.6 The Library Trustees shall appoint a non-voting liaison who shall attend Executive Council and regular meetings of the Friends.
Article VI. Officers
sec.1 Duties: Officers shall serve for a term of one year and shall have the following duties.
a. The Chair shall preside at all meetings and have the power to appoint committees and chairpersons.
b. The Vice-chair shall assume to duties of the chair in his or her absence.
c. The Membership Chair shall receive and acknowledge all membership applications and dues, and shall maintain a membership list.
d. The Recording Secretary shall keep minutes of all meetings.
e. The Treasurer shall, at the direction of the Executive Council, maintain a record of all financial transactions, submit all taxes, provide assistance in completion of any financial statements and payments required by state and federal governments, report the financial status at regular meetings, prepare a draft budget for presentation to the membership for a vote at the annual meeting, and shall present the records for an independent audit annually periodic financial review.
f. The Corresponding Secretary shall be responsible for sending, receiving and maintaining a file ofall correspondence at the request of the Chair or the Executive Council
a. A nominating committee will shall be appointed by the Chair at least two months prior to the Annual Meeting and shall be charged with presenting a slate of officers and two at-large members at the Annual Meeting.
b. Nominations shall be taken from the floor at the annual meeting and balloting shall take place. In the event there are no nominations other than the slate presented by the nominating committee, a motion may be made for the Recording Secretary to cast one vote on behalf of themembership.
c. The Executive Council is empowered to fill any vacancy which may occur for the remainder of the term of that office, except in the case of vacancy of the Chair. The Vice-chair shall assume the duties of the Chair and a new Vice-chair shall be appointed.
Article VII. Finances
sec.1 The fiscal year of the Friends organization shall be from October 1 to September 30
sec.2 Funds received by the Friends organization shall be deposited in such demand accounts or other insured investments as the Executive Council may direct.
sec.3 No disbursement from these funds shall be made without the signature of one of the officers.
sec.4 All funds received or disbursed by the Friends organization shall be done so in accordance with the non-profit not-for-profit status of the organization.
sec.5 All net assets of the organization shall be for the sole benefit and promotion of the services, programs, facilities, and endowments of the Kinderhook Memorial Library and shall be dispersed with the approval of the Executive Council.
Article VIII. Amendments
These by-laws may be amended at any regular meeting of the membership by a 2/3 vote of those members present, providing that the proposed amendment shall have been presented at a previous meeting.
Article IX. Parliamentary Procedure
When not in conflict with these by-laws, Robert’s Rules of Order (current edition) shall govern the proceedings of the organization.
Article X. Dissolution
sec.1 Approval of dissolution of the Friends of the Kinderhook Memorial Library organization shall require at least a 2/3 vote of the membership at a regular meeting, providing such notice of intent to dissolve has been presented at a previous meeting.
sec.2 Should the organization become inactive for a period of 6 months, all assets, funds and records shall be remanded to the Board of Trustees of the Library in compliance with the requirements of Federal Code 501(C)(3).
Adopted by the Steering Committee on August 30, 2005
Amended to add Corresponding Secretary January 30, 2011
folbylawsedit.doc (drafted 2/9/2013)
( draft revised 2/15/2013)
(draft revised 3/13/13)
Accepted by the Executive Board for presentation to the membership 3/15/13.
Accepted by the membership 9/22/14.