Bylaws of the Foresthill Friends of the Library

Bylaws of the
Foresthill Friends of the Library, Inc.
A California Public Benefit Corporation

Revised Thursday 14 January 2016


ARTICLE I
NAME

The name of this Association shall be “Foresthill Friends of the Library, Inc”. The name of the Association may be shortened to “FFOL”.


ARTICLE II
PURPOSE

The purpose of this Association is to generate community interest and support of library services and facilities and to promote and encourage charitable gifts to the library.

ARTICLE III
PRINCIPAL OFFICE

The principal office of the corporation for transaction of its business is located in Placer County, California.

ARTICLE IV
MEMBERSHIP

Membership in this Association shall be open to anyone dedicated to the purpose of this Association.

ARTICLE V
STRUCTURE

Section l. The Association fiscal year shall begin on July l of each year and shall end on June 30 of the next year.

Section 2. Membership dues shall be determined by the Board of Directors and shall be payable on an annual basis beginning July 1st.

Section 3. This Association is organized and operated exclusively for charitable purposes within the meaning of Section 50l(c)(3) of the Internal Revenue Code and is not organized for the private gain of any person. Any and all monies received from such sources as dues, book fund-raising, donations, etc. except for necessary expenses, are to be spent on behalf of the Foresthill Branch Library as directed and approved by the Board of Directors.

Section 4. There shall be a minimum of four regular Board of Directors meetings a year, notice of which shall be posted at the library. Meetings are open to any qualified member.

ARTICLE VI
BOARD OF DIRECTORS

Section 1. The Association powers shall be controlled and exercised by the Board of Directors.

Section 2. The Board of Directors shall consist of a minimum of four (4) members comprised of the four elected officers. The Board may appoint other Directors or voting committee chairpersons as needed by majority vote. Three (3) Board members shall constitute a quorum.

Section 3. The term of office of a director shall be from January 1 to December 31.

Section 4. At the last regular meeting of the Board of Directors in the Association year the following officers, a President, a Vice President, a Secretary, and a Treasurer shall be nominated and elected by those voting members present. The terms of the elected officers, in each office, shall be no longer than three (3) consecutive years.


ARTICLE VII
OFFICERS

Section 1. PRESIDENT: The president is the chief executive officer of the Association. The president shall preside at all meetings of the Association and of the board of directors and shall perform all duties normally performed by a presiding officer. The president shall be an ex-officio member of all committees.

Section 2. VICE PRESIDENT: The vice president shall be the assistant to the president and shall perform the duties of the presidency in the absence of the president. The vice president may have other powers and perform such other duties as may be prescribed by the board of directors.

Section 3. SECRETARY: The secretary shall be responsible for maintaining all written records of the Association, including, but not limited to, membership list, minutes, bylaws, resolutions, and correspondence.

Section 4. TREASURER: The treasurer shall have care, custody, and control of all monies and accounts of the Association. The treasurer shall not disburse any funds from any account without approval of the elected officers. The treasurer shall account to the Board of Directors at each meeting and to the Membership as required, for all money received and expended by the Association. The treasurer shall make all reports in writing. The treasurer shall prepare in writing such other financial reports as may be required. The treasurer shall file tax returns annually to the State of California and the IRS by November 15.Section 5. Should any of the offices become vacant, the remaining members of the Board at the next regular meeting shall elect a successor for the unexpired term by a majority vote.

ARTICLE VIII
AUTHORITY TO BIND THE ASSOCIATION

No member of the Board, officer or agent, without specific prior approval of the Board, shall have any power or authority to bind the Association by any contract, to pledge its credit or to render it liable for any purpose in any amount.

ARTICLE IX
STATEMENT BY THE BOARD ON ISSUES THAT AFFECT THE ASSOCIATION

Prior to the release of a public statement on an issue that impacts the Association, a three-quarters (3/4) vote of the Board is required to approve the wording of the statement.

ARTICLE X
DEFENSE OF ACTION

The Association, upon request of a Board member or former Board member, shall provide for a defense in any civil action or proceedings brought against him or her in his official or individual capacity, or both, on account of an act or omission in the scope of his service.

ARTICLE XI
AMENDMENTS

These bylaws may be amended at any duly noticed meeting of the board of directors by a three-quarters (3/4) vote of the voting members present.

ARTICLE XII
GIFTS

The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes to this association.

ARTICLE XIII
PARLIAMENTARY PROCEDURE

All meetings shall be conducted according to Robert’s Rules of Order, Revised, except when in conflict with these Bylaws or with the laws of the State of California.

ARTICLE XIV
DISTRIBUTION OF ASSETS

If for any reason the Association is unable to continue as an ongoing concern, the remaining net assets of the organization shall go to The Auburn Friends of the Library, Auburn, CA.

WRITTEN CONSENT OF
DIRECTORS CHANGING THE BYLAWS

We, the undersigned, are all of the officers of the Foresthill Friends of the Library, a California nonprofit corporation, and, pursuant to the authority granted to the directors by these Bylaws to take action by unanimous written consent, consent to, and hereby do, adopt the foregoing revised Bylaws, consisting of Four (4) pages, as the Bylaws of this corporation.

Dated the 14th day of January, 2016.

___________________________            ____________________________
Sharon Ross, President                                   Tyler Harkness, Secretary

____________________________          ____________________________
kW Rice, Vice-President                                Sally D’Aragon, Treasurer