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FOSTL ByLaws 2004

BY-LAWS OF THE

FRIENDS OF THE SPRINGFIELD TOWN LIBRARY, INCORPORATED

[Current--Adopted March 10, 2004]

ARTICLE I

Section 1; Name

            The name of the Corporation shall be Friends of the Springfield Town Library, Incorporated

Section 2: Office Location

  1. The principal office of the Corporation shall be located in Springfield, Vermont.
  2. The registered office shall be the same as the principal office

Section 3: Registered Agent:

            The registered agent shall be Agnes S. Hughes, Esq.

Section 4: Non-Profit Status

            The Corporation is a private non-profit corporation as defined by VSA section 2302 (3).

Section 5: Purposes

The purposes of the Corporation, which shall be organized and operated under this Act, are exclusively charitable, literary or educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, including but not limited to, (1) maintaining an association of persons and organizations who are interested in increasing, improving, and making better known the resources and services of the Springfield Town Library; (2) sponsoring cultural events and securing materials for the library; (3) encouraging and receiving gifts, endowments, and bequests for the benefit of the library; and (4) establishing and maintaining a fund to accomplish these purposes for the benefit of the library. The Corporation does not contemplate pecuniary gain or profit, incidental or otherwise.

Section 6: Objectives

            Objectives of the Corporation shall include the following:

  1. To maintain an association of persons interested in libraries
  2. To focus public attention of the Springfield Town Library
  3. To stimulate use of the library resources and services
  4. To receive and encourage gifts and bequests to the library
  5. To support and cooperate with the library in developing library services and facilities for the community

ARTICLE II

Section 1: Members

  1. Membership shall be open to all dues-paying persons interested in the library
    1. Dues shall be set annually
    2. Amount of dues shall be determined by the Board of Directors
  2. Each member shall be entitled to one vote

Section 2: Annual Meeting

a.   The annual meeting shall be held within five (5) months following the close of the fiscal year, which is the calendar year

b.   The annual meeting shall be held at the registered office of the Corporation, or in an alternate location designated by the Board of Directors.

c.   Written notice stating the place, day and hour of the annual meeting shall be delivered not less than ten (10) days nor more than thirty (30) days prior to the meeting, to each member entitled to vote at such meeting.

Section 3: Governing Powers

            The affairs of the Corporation shall be managed by the Board of Directors in accordance with the By-Laws.

ARTICLE III

Section 1: Board of Directors

            The Board of Directors shall consist of a membership of no less than five (5) and no more than eleven (11). The Librarian shall be an ex-officio member of the Board.

Section 2: Election of Directors

            A Director shall hold office for a term of three (3) years or until election and qualification of a successor. Directors shall be elected by a majority vote of the members present at the annual meeting.

  1. One-third the number of the initial Directors shall be chosen for a term of three (3) years, one-third for a term of two (2) years, and the remaining one-third for a term of one (1) year.
  2. Vacancies occurring in unexpired terms shall be filled by election by the Board of Directors.
  3. Directors may succeed themselves to serve consecutive terms

Section 3: Terms of Office

            A Director shall be elected for a term of three (3) years, except Directors elected to finish an unexpired term of a previous Director. In no event shall a Director serve more than two (2) consecutive full terms

Section 4: Resignation

            A Director may resign at any time by giving written notice to the Board, the President, or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or other such officer, and the acceptance eeof the resignation shall not be necessary to make it effective.

Section 5: Attendance at Meetings

            A Director absent from three (3) consecutive regularly scheduled meetings may be subject to removal from the Board upon a majority vote of the Directors.

Section 6: Schedule of Meetings

            Regular meetings of the Board shall be held no less than five (5) times a year.

Section 7: Notice of Meetings

            Notice of the next scheduled meeting of the Board of Directors shall be given at each meeting.

Section 8: Special Meetings

            The Board of Directors may call a special meeting at the request of the President or by the written request of three (3) members of the Board. Notice of the special meeting shall be given at least forty-eight (48) hours in advance of such meeting.

Section 9: Quorum

            A quorum shall consist of a simple majority of the voting members of the Board of Directors.

Section 10: Duties – Board of Directors

  1. The Board of Directors shall assume full legal authority and responsibility for the operation of the Corporation and oversee the management and fiscal affairs of the Corporation including, if necessary, approval of loans and lines of credit.
  2. The Board of Directors shall authorize individuals to sign checks and withdraw funds on behalf of the Corporation.
  3. The Board of Directors shall adopt or terminate programs as required or necessary to the purposes and objectives of the Corporation.
  4. The Board of Directors shall be responsible for periodic review of the By-Laws, said review to take place no less frequently than every five (5) years.
  5. The Board of Directors shall elect qualified persons to fill vacancies in unexpired terms of membership of the Board of Directors

Section 11: Compensation

            No compensation shall be paid to Directors, as such, for their services as members of the Board of Directors. This section shall not prevent reimbursement of expenses reasonably incurred by Directors pursuant to the performance of their duties.

Section 12: Indemnification

            The Corporation shall indemnify any Director or officer or former Director or officer of the Corporation against any expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been such Director or officer, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty to the Corporation. The Corporation shall make any other indemnification that shall be authorized by the Articles of Incorporation or by any by-law or resolution adopted by the membership of the association, after appropriate notice.

ARTICLE IV

Section 1: Officers of the Corporation

  1. The Corporation shall have a President, Vice President, Secretary, and Treasurer.
  2. Officers shall be elected by a majority vote of the members present at the annual meeting.
  3. Officers shall assume their official duties following the close of the annual meeting.
  4. Officers shall serve for a term of two (2) years or until election and qualification of their successors.
  5. The President and Secretary of the Corporation shall be elected in alternate years.
  6. In no event shall the same person serve as both President and Secretary of the Corporation at the same time.

Section 2: Duties of Officers of the Board of Directors

  1. The President shall preside over all meetings of the Board and any executive committee meetings.
  2. The President shall annually appoint chairpersons of the standing committees and other necessary committees with the exception of the Nominating Committee.
  3. The President shall prepare the Board agenda in consultation with the committee chairpersons and the Librarian or acting Librarian
  4. The President may be an ex-officio member of all committees except of the Nominating Committee.
  5. The Vice President shall act in the absence or disqualification of the President.
  6. The Secretary shall keep the minutes of the annual meeting and meetings of the Board of Directors and the Executive Committee. The Secretary shall perform, in general, all the duties incident to the office of clerk of a Corporation as required by the laws of the United States and of the State of Vermont.
  7. The Treasurer shall give a report on the current financial status of the Corporation at regular meetings of the Board of Directors and at annual meetings of the Corporation.

Section 3: Committees

  1. The standing committees of the Board shall be the Program Committee, Membership Committee, Publicity Committee, Fundraising Committee, Advocacy Committee, and Nominating Committee
  2. The President may appoint other committees from time to time, as the President deems necessary.
  3. All chairpersons of the standing committees shall be Directors.
  4. The President shall appoint members of standing committees.
  5. The Librarian or acting Librarian shall be an ex-officio, non-voting member of all committees.

Section 4: Committee Purposes

  1. With the exception of the Nominating Committee, each committee and the Director shall establish goals and purposes of the committee as they deem appropriate, from time to time.
  2. The Nominating Committee shall be chosen from the membership at each annual meeting
  3. The Committee shall elect its own Chairperson;
  4. The Committee shall nominate Directors and present a slate of officers for election at the annual meeting.

ARTICLE V

            The Fiscal Year of the Corporation shall be the calendar year.

ARTICLE VI

            These By-Laws may be amended by a two-thirds vote of the members of the Corporation at an annual meeting or special meeting duly warned for that purpose. Notice of the proposed amendments shall be given to all members eligible to vote not less than ten (10) days prior to the call of the meeting.


ARTICLE VII

            Although the term for which the Corporation is organized is perpetual, in the event the Corporation is to be dissolved, for whatever reason, assets of the Corporation shall be distributed in accordance with Vermont law governing dissolution of nonprofit corporations. All proceeds shall go to and be distributed to the Springfield Town Library or its successor in interest. Should the Springfield Town Library, or its successor, be unable or unwilling to accept such assets, then assets of the Corporation shall go to and be distributed to one or more nonprofit corporations, or public bodies, as may be selected by the Board of Directors of the Corporation, and approved by at least 75% of the members, to be used for and devoted to the purposes of a community facility project or other purpose to serve the public welfare of the community. In no event shall any assets or property, in the event of dissolution thereof, go to or be distributed to members, directors, stockholders, or others having financial or managerial interests in the Corporation, either for reimbursement for any sum subscribed, donated or contributed by such members, or for any other purpose, provided that nothing herein shall prohibit the Corporation from paying its just debts.

We certify that these revised By-Laws were adopted by vote of the Directors at a duly warned annual meeting on March 10, 2004.