Friends of the Ashland Public Library Bylaws
ARTICLE I: NAME AND PURPOSE
As stated in the State of Oregon Certificate of Incorporation (February 22, 1983), the name of the organization is Friends of the Ashland Public Library, Inc. (“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. Members qualify for membership by paying the specified membership dues or as deemed by the Board of Directors (“Board”). Membership ceases when dues cease to be paid or when membership is revoked at the discretion of the Board.
Membership levels and associated dues can be found on the Organization’s website (https://friendsofashlandlibrary.org/) and in the Organization’s brochure. Dues will cover the calendar year.
Section 2. Member Rights
Member rights are restricted to electing the Board of Directors; each Member has one vote.
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 majority vote at the Annual Meeting. Insofar as possible, term-related Board vacancies shall be staggered. The Ashland Library Manager or his/her representative shall be a non-voting Director. Except as otherwise specified, terms begin and end at the Annual Meeting.
Section 2. Selection and Removal of Directors
The Board may solicit or receive applications from Members interested in becoming a Director. As vacancies occur, or the Board decides to increase its numbers, interested Members shall be interviewed by at least two Directors.
The names of proposed new Directors shall be presented to the Members at the Annual Meeting. Nominations may be made at any time, including at the Annual Meeting. Directors shall be elected by a simple majority of Members attending the Annual Meeting.
Vacancies on the Board may be filled by appointment by the Board, provided that the term of such appointed persons shall be for the balance of the term of the vacancy filled by the appointment.
A Director may be removed by a majority vote of the Board of Directors at any meeting of the Board of 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, and participating in Board projects. All Directors must maintain at least an individual membership in the Organization. Three unexcused Board of Directors meeting absences in one calendar year is cause for dismissal from the Board.
Section 4. Regular Meetings and Special Meetings
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.
Special Meetings may be called by the President or by twenty percent (20%) of the Board in writing.
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. Annual Meeting
All Members may attend the Annual Meeting, to be held in the first quarter of the calendar year, the time and place of which 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 Annual Meeting agenda shall include election of new Directors, the annual Treasurer’s report and other reports as needed, and any other pertinent business. 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 6. Quorum, Minutes and Voting
A quorum at a Board meeting shall be a majority of the number of Directors currently in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of Directors present. Board meetings and voting may take place electronically as specified in the Organization’s Policies. The Board shall keep minutes in a full account of its transactions.
Section 7. 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 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 room for the discussion and will not be permitted to vote on the question.
ARTICLE IV: Committees
Work of the Board may be assigned to a committee at the direction of the Board. The committee chair is appointed by the President. The committee will report and make recommendations to the Board.
ARTICLE V: OFFICERS
At a minimum, Directors shall select by majority vote a President, Recorder and Treasurer from the Board. Additional officers may be named at the discretion of the Board, also by majority vote of the Board. Officers may serve more than one term at the discretion of the Board. Officers shall serve a two-year term. Additional two-year terms may be approved by a majority of the Board.
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. Donations restricted to specific purposes are tracked. The Board will consult with the Ashland Public Library manager or other library district officials regarding restricted donations. Donations deemed to be too restrictive will be declined.
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
In the event that the Organization is to be dissolved, dissolution shall occur by special session of the Board to be announced to the entire membership thirty (30) days in advance. A resolution of dissolution shall be presented and must pass with a 2/3 vote of the Board.
The Friends of the Ashland Public Library, Inc., is organized exclusively for charitable and educational purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code. No part of the net earnings shall inure to the benefit of the private shareholders, Members, or individuals.
Upon dissolution, the assets of the Organization shall be distributed to the Jackson County Library Foundation for the sole benefit of the Ashland Public Library. Any such assets not so distributed shall be distributed to the Jackson County Library District for the sole benefit of the Ashland Public Library.
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. A legal meeting is defined as the attendance of a majority of the Board members currently in office.
Revised in committee, January 18, 2018
Approved as amended by Board of Directors, April 17, 2018
Attorney review: August 9, 2018 by Cheri L. Elson, Attorney at Law
Final Board of Directors approval: August 21, 2018
Friends of the Ashland Public Library Policies
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.
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.
Organization volunteers are current members who work in support of Organization programs or events, such as book sales, annual silent auction 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 of the Library Event
An Organization is any event or activity which is run directly by an Organization Board member or other 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, volunteers should refer to the financial procedures document.
An annual budget will be prepared for review and approval by the Board of Directors. Procedures for establishing and changing the budget are included in the Board of Directors handbook.
Duties of Officers
Job descriptions for each Officer shall be on file with the President and reviewed concurrently with the Bylaws, or more frequently, as needed.
Duties of Other Committee Chairs and Volunteer Roles
Job descriptions for other Board positions and volunteer tasks should be developed as committees or projects are developed, filed with the President, and updated as necessary.
Electronic communication requirement
Monthly Board agenda, minutes, and reports are circulated to the Board electronically. It is therefore essential that all Directors have access to an e-mail account.
Conference calls and electronic meetings
Board meetings may be held by conference call, or by Internet software, if a quorum of Board members can hear the call or access the Internet software simultaneously.
Voting by e-mail
Votes on routine Board matters, such as change of meeting time or venue, may be made by e-mail.
Substantive matters, such as new Board member appointments or any financial decision, should be made in Regular Meetings only. Exceptions can be made in time-sensitive emergencies. In all cases, the results of the vote must be added to the minutes of the following Regular Meeting.
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 President’s responsibility to track excused and unexcused absences.
The Bylaws should be reviewed at least every five years or more frequently, as necessary. 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.
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.
For detailed procedures of functions, including, but not limited to finance, fundraising, and document retention, refer to the Board of Directors handbook.
Revised by committee, February 8, 2018
Approved, with amendments, by Board of Directors, February 20, 2018
Attorney review: August 9, 2018
Final Board approval: September 18, 2018