FRIENDS OF THE ASHLAND PUBLIC LIBRARY BYLAWS & POLICIES

FRIENDS OF ASHLAND PUBLIC LIBRARY BYLAWS

Revised December 21, 2021

ARTICLE I:  NAME AND PURPOSE

As registered with the State of Oregon November 19, 2021, in the Restated Articles of Incorporation, the name of the organization is Friends of the Ashland Public Library (“Organization”). 

The purpose of the Organization is to support the mission of the Ashland Public Library and the Jackson County Library District through fundraising, volunteerism, and advocacy. 

ARTICLE II: MEMBERSHIP

Section 1. Qualification

The Organization is a membership organization. Membership is open to all natural (non-corporate) persons 18 years of age or older. Membership ceases when dues cease to be paid or when membership is revoked at the discretion of the Board.

We do not discriminate on the basis of race, national or ethnic origin, religion, color, gender, gender identity or expression, sexual orientation, age, handicap or disability, marital, parental or military status or other classification protected by law. 

Section 2. Dues

Membership levels and associated dues can be found on the Organization’s website (friendsofashlandlibrary.org) and in the Organization’s brochure. Membership benefits are the same for all dues categories, except that a promotional gift may be offered for certain categories, if the category and gift are stated on the website. 

Dues will cover the calendar year. 

Section 3. Member Rights

Member rights are restricted to election and removal of the Board of Directors; each Member has one vote. 

Section 4. Annual Meeting  

The Organization will hold an Annual Meeting for all Members. The time and place of the Meeting shall be determined by the Board and posted through the Organization’s usual means of communication no later than two (2) weeks prior to the Annual Meeting. 

The Meeting may be conducted in person or by videoconference. 

The Annual Meeting agenda shall include election of new Directors, the annual Treasurer’s report and other reports as needed, and any other pertinent business. 

In addition to Members, the public is invited and notice of the meeting will be given via public announcement. Only Members with a current membership shall have voting privileges. 

Section 5. Special Meeting of the Membership

The President or designee will call a Special Meeting upon the written demand or petition of at least 10% of the membership.  Special Meetings may be held in person or by videoconference. 

The quorum for a Special Meeting of the Membership shall be 25% of the currently paid members.

ARTICLE III: BOARD OF DIRECTORS

Section 1.

The Board is composed of at least seven (7) and not more than fifteen (15) Members of the Organization and shall be the governing body of the Organization. A person actively serving on the Board shall be referred to as a Director, regardless of their position on the Board.  The Board shall reflect as much as possible the interests of the community and library users. 

Directors shall serve a two-year term. Additional two-year terms may be approved by a simple majority vote of the Membership. Insofar as possible, term-related Board vacancies shall be staggered. Terms begin and end after a Membership vote.  

The Ashland Library Manager or his/her representative shall be a non-voting Director.  

Section 2. Selection and Removal of Directors

The Board may solicit or receive Board nominations and applications from Members. Nominations and applications may be made at any time. Selection procedures will follow the process outlined in the Board Succession Procedures document. 

Directors shall be elected by a simple majority of Members present at the Annual Meeting, whether held in person or by videoconference.  

Vacancies on the Board may be filled by appointment by the Directors, provided that the term of such appointed persons shall be for the balance of the term of the vacancy filled by the appointment.  Directors so appointed by the Board will have full Board voting privileges. 

The Membership may remove a Director by a simple majority vote of the Membership present at a Special Meeting, providing there is a quorum (Article II, Section 5). 

The Board may remove any Director for cause with a simple majority vote of the then-serving Directors. 

Section 3. Responsibilities of Directors

The Board of Directors are ultimately responsible for the management of the affairs of the Organization. This requires active participation. A Director must actively participate in the management of the Organization, including attending meetings of the Board of Directors, evaluating reports, reading minutes, voting, and participating in Board committees and projects. All Directors must maintain membership in the Organization.

Section 4. Regular Meetings and Special Meetings of the Board

The Board shall hold a minimum of eight Regular Meetings per calendar year, to be held at such places and times as may be scheduled by the Board.  Meetings may be held in person or by videoconference.

Special Meetings may be called by the President or by at least twenty percent (20%) of the currently serving Board in writing.  Special meetings may be held in person or by videoconference.

All members of the Board shall receive written notice of Regular and Special Meetings. Notice of the Meeting shall be made through the Organization’s usual means of communication no later than two (2) business days prior to the Meeting.

Section 5. Quorum, Minutes and Voting

A quorum at a Board meeting, whether held in person or by videoconference, shall be a simple majority of the number of Directors currently in office immediately before the meeting begins. If a quorum is present, action is taken by a simple majority vote of Directors present. Each director shall have one vote and may not vote by proxy.  

The Board shall keep minutes in a full account of its transactions.  

Section 6. Conflict of Interest

All Board members shall scrupulously avoid any conflict between the interests of the Organization and personal, professional, or business interests of the Board member.  This includes avoiding actual direct or indirect conflicts of interest as well as perceptions of conflicts of interest.  

In the course of meetings or activities, board members should disclose any interests in a transaction or decision where they, their family, employer, or close associates will receive a benefit or gain.  After such disclosure, a board member may be asked to leave the meeting for the discussion and will not be permitted to vote on the question. 

Further conflict of interest definitions and procedures are outlined in the Friends of Ashland Public Library Conflict of Interest Policy. (in progress).  

Section 7. Inspection of Records  

Directors have the right to inspect the following records of the Organization: 

1. Records of minutes of all meetings of the Members and Board of Directors.
2. Records of  all Board actions taken without a meeting. 
3. Appropriate accounting records
4. Articles of incorporation, bylaws  and policies currently in effect 
5. Written communications required by ORS Chapter 65 and all communications regarding general membership matters made to the members within the past three years 
6. A list of the names and contact information of the Directors on the Board of Directors and its officers 
7. The last three annual financial statements and any accountant reports during that time
8. The most recent annual report delivered to the Secretary of State

Members also have the right to inspect and copy, at a reasonable time and location, any of the above records, if the member gives the Organization written notice of the member’s request at least five business days before the date on which the member wishes to inspect and copy. To be honored, the member’s request must be made in good faith and for a specific proper purpose related to the Organization and the records requested are directly related to the purpose of the request. 

Section 8. Limitations of the Use of the Membership List

The membership list may be used by the directors to communicate news, extend invitations, solicit membership renewals and other regular business of the organization. 

The Organization does not provide, sell, or rent e-mail addresses or other contact information to outside organizations, businesses, or individuals.

The Organization’s membership list may not be obtained or used by any person for any purpose unrelated to the person’s interest as a member, as described in Section 7. 

ARTICLE IV: COMMITTEES

Work of the Board may be assigned to a committee at the direction of the Board. Membership on committees will be assigned by the President.

Committees may be Board-level or Non-Board level, as described in the Policies document. Board-Level committees will include Directors only. Non-Board level committees may include other Organization Members, and must include one Director.  Committees report and make recommendations to the Board. 

Regardless of whether a committee is board level or non-board level committee, no committee may take any of the following actions: (a) elect, appoint, or remove any Officer, any Director of the Board of Directors; (b) authorize the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation; (c) authorize the dissolution of the Corporation or revoke proceedings therefore; (d) amend, alter, or repeal the Articles of Incorporation, Bylaws, Policies, or any resolution of the Board of Directors; or (e) authorize the payment of a dividend or any part of the income or profit of the Corporation to its Directors, Officers, or any other person or entity.  

ARTICLE V: OFFICERS

At a minimum, Directors shall select by majority vote a President, Secretary and Treasurer from the Board. Additional officers may be named by a simple majority vote of the Board. Officers shall serve a two-year term. Additional two-year terms may be approved by a simple majority of the Board.

The President shall preside at meetings of the Board and of the Membership, appoint all committees, participate in committee work ex officio, act as liaison to Jackson County Library Services and related organizations, and ensure that Board activities are consistent with the Friends of the Ashland Public Library bylaws and policies. 

The Secretary shall record the proceedings of all meetings of the Board of Directors and of the Membership, conduct the correspondence of the organization, and perform other duties as assigned by the President or the Board of Directors. 

The Treasurer shall collect all monies payable to the Organization in accordance with sound accounting practices and procedures, administer the funds of the Organization as directed by the Board of Directors, provide regular reports to the Board and others as required, serve on the Membership Committee, and perform other duties as assigned by the President or the Board of Directors.

ARTICLE VI: INDEMNITY

The Organization will indemnify to the fullest extent not prohibited by law any person who is made or threatened to be made a party to an action, suit, or other proceeding, by reason of the fact that the person is or was a Director or Officer of the Organization.  No amendment to this Article that limits the Organization’s obligation to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the later of the effective date of the amendment or the date notice of the amendment is given to the person.  The Organization shall interpret this indemnification provision to extend to all persons covered by its provisions the most liberal possible indemnification — substantively, procedurally, and otherwise.

ARTICLE VII: FINANCIAL SERVICES AND OVERSIGHT

The Friends of the Ashland Public Library, Inc., is a 501c3 tax-exempt non-profit organization with the State of Oregon. 

The Board is responsible for safeguarding the effective use of the financial resources of the Organization.  The Board’s responsibility includes ensuring that the Organization’s assets are invested prudently.

All donations must be used in a manner consistent with the Organization’s stated purpose. Jackson County Library Services determines whether a restricted donation will be accepted. Donations restricted to specific purposes are tracked.  

It is the responsibility of the Board to ensure that the Organization has appropriate and adequate insurance. 

The Board may elect to have accounting services, tax return services, audits and reviews performed by outside sources. 

ARTICLE VIII: DISSOLUTION

The Organization may be dissolved at any time by the affirmative vote of at least a majority of the then-serving Board of Directors at any meeting for which 30 days’ written notice of consideration of such action is duly given. 

The dissolution of the Organization (whether by the transfer of substantially all of its assets, or otherwise) shall be accomplished consistent with the intent that the assets be held and used for the purposes of a public charity, and such termination shall not be affected so as to cause any tax to be imposed under Section 507(a) of the Internal Revenue Code of 1986.

Subject to the foregoing sentence, in the event of dissolution of the Organization for any reason, the property then held shall (after payment or provision for payment of all liabilities) be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Upon dissolution, all assets of the Organization shall be distributed to the Jackson County Library Foundation (or its successor) for the benefit of the Ashland Public Library (or its successor). In the event that the Jackson County Library Foundation ceases to function, such assets will be distributed to the Jackson County Library District (or its successor). If the District no longer exists, distribution will be made to any other organization fitting the criteria stated serving the cause of public libraries and/or literacy in Ashland, Oregon. 

ARTICLE IX AMENDMENTS

These Bylaws may be amended by a simple majority vote of the Board present at any legal meeting of the Board, provided that at least one week’s written advance notice is given to the members of the Board.   The notice must state that a purpose of the meeting is to consider a proposed amendment to the Bylaws or include the proposed amendments. A legal meeting is defined as the attendance of a majority of the Board members currently in office.

Revised in committee, February 2021-May 2021

Attorney review: 

Jennifer Nicholls, Partner, Brophy Schmor LLP, May 20, 2021, November 15, 2021

Board of Directors approval, June 15, 2021

Board of Directors approval of amendment to Article VIII, October 19, 2021

Board of Directors approval of amendment to Article 1, December 21, 2021 

 

FRIENDS OF THE ASHLAND PUBLIC LIBRARY POLICIES

Revised January 18, 2022

These Policies augment the Bylaws of Friends of the Ashland Public Library, Inc. (“Organization”) to provide further explanation of particular functions referenced in that document. For detailed instructions, members should refer to individual procedures documents.

Membership Year

The Membership Year is January-December. Dues received in the final quarter of the prior year may be designated for the entirety of the following year. Members are considered lapsed on the first day of the second quarter.

Volunteers

Organization volunteers are current members who work in support of Organization programs or events, such as book sales, membership drives, or other special events sponsored by the Organization. Organization volunteers may or may not also be Jackson County Library District volunteers.

Organization volunteers and Board members are covered by the liability insurance held by the Organization.

Definition of an Organization Event

An Organization event is any event or activity which is conducted directly by an Organization Board member or Organization Member volunteer. The event may be on or off library property. The Organization may also sponsor or host programs or special events run by library staff or another organization by contributing monetarily or by providing volunteer help.

Monetary Reimbursements for Board Members or Volunteers

Reimbursement for expenses incurred by Board members and other volunteers on behalf of the Organization shall be made by check issued by the Treasurer. Board approval is not required for budgeted expenses. For detailed instructions, board members and volunteers should refer to the financial procedures document.

Annual Budget

An annual budget will be prepared for review and approval by the Board of Directors. Procedures for establishing and changing the budget are submitted to the Board by the Treasurer and may be adopted by simple majority vote of the Board.

Duties of Officers

Job descriptions for each Officer shall be on file with the Secretary and reviewed concurrently with the Bylaws, or more frequently, as needed.

Duties of Non-Officer Board Members, Committee Chairs and Volunteers

Job descriptions for non-officer Board positions are filed with the Secretary and updated as necessary.  Job descriptions for committee chairs should be developed as committees or projects are developed, filed with the Secretary, and updated as necessary. Volunteer job descriptions should be developed as needed and filed with the Secretary and updated as necessary.

Committee Types

As specified by ORS 65.354, the Board may establish two legally different committee types:

1.     Board level committees

Board level committees are composed of two or more Directors and may be delegated with Board tasks such as authorizing expenditures, setting policies, establishing programs. Board level committees shall not have any members who are not simultaneously Directors. Such committees shall be established by a simple majority vote of the Directors present at a properly called meeting, and the authorizing motion shall specifically state the authority of the Board being delegated to the committee.

2.     Non-Board Level Committees

The Board may establish any other working or advisory committee it deems appropriate. These “Non-Board Level Committees” do not have the power to make Board level decisions, authorize expenditures, adopt budgets, set policy, or establish programs. Such committees shall be established by a resolution adopted by the Board Directors present at a properly called meeting. Any person may be a member of such a committee, whether or not that person is a Director of the Board of Directors.

Limitation of Committee Authority

All committees, whether board level or non-board level, must adhere to the limits of authority outlined in the Bylaws, Article IV.

Conflict of Interest Policy

The Organization adheres to all federal and state laws regarding conflict of interest for non-profit charitable organizations. In addition, all directors and committee members follow the duties and procedures outlined in the Conflict of Interest Policy which accompanies this document.

Electronic Communication Requirement

Monthly Board agenda, minutes, and reports are generally circulated to the Board electronically. It is therefore essential that all Directors have access to a personal email account. The President is responsible for maintaining the register of Directors’ email addresses.

Conference Calls and Electronic Meetings

Board meetings may be held electronically if the entire Board has been notified in advance and Directors can access the electronic application simultaneously. Quorum requirements are the same for electronic and in-person meetings.

Board Voting by Email

Board votes may be taken by email if the issue is non-controversial but too urgent to delay until a meeting can be held. Announcement of the vote is sent to each Director. The announcement shall include  a description of the action to be taken,  a response deadline of not less than 48 hours, a statement that a Director may change their vote any time prior to the deadline, and the projected effective date of the action. If the email voting procedures set forth above are followed, the board’s action has the effect of a meeting vote and can be described as such in any document.

In all cases, the results of the vote must be added to the minutes of the following Regular Meeting.

Rules of Order

The board will use Robert’s Rules of Order to conduct its business.

Board Meeting Absence

Except in an emergency, if a Director is unable to attend a Board meeting, it is her/his responsibility to inform the President in advance to be considered an excused absence.

It is the Secretary’s responsibility to track excused and unexcused absences.

Three unexcused Board of Directors meeting absences in one calendar year is cause for dismissal from the Board, upon a simple majority vote of the then serving Directors.

Amendments

The Bylaws should be reviewed at least every five years or more frequently, as needed. The Policies document should be reviewed concurrently with the Bylaws or more frequently, as necessary. Amendments require a majority vote of the Board of Directors currently in office.

Documents Retention

The Organization follows best practices for document retention and destruction as outlined by United for Libraries Association of Library Trustees, Advocates, Friends and Foundations, a division of the American Library Association.

Privacy

Friends of the Ashland Public Library non-profit organization does not provide, sell, or rent email addresses or other contact information to outside organizations, businesses, or individuals.

Procedural Documentation

For detailed procedures of functions, including, but not limited to finance, fundraising, and document retention, refer to documents on file with the Secretary.

 

Attorney review: Jennifer Nicholls, Partner, Brophy Schmor LLP, March 2021

Revised by committee: December 2020,  May 2021

Reviewed by Board: January 2021, June 2021, January 2022

Final Board approval: January 18, 2022