Friends of Proctor Library By-Laws

Friends of the Weathersfield Proctor Library
BY-LAWS
Date of PreliminaryAdoption: 1/30/06
1st Revision: 6/19/06
2nd Revision: 9/26/07

Article I - Name

The name of this organization shall be Friends of the Weathersfield Proctor Library Incorporated, located in Ascutney, Town of Weathersfield, Vermont, 05030.

Article II - Purpose

The organization is organized exclusively for charitable and educational purposes under section 501 (c)(3) of the Internal Revenue Service code, or corresponding section of any future federal tax code. Its purpose shall be to maintain an association of persons interested in the Proctor Library; to stimulate the use of the library's resources and services; to receive and encourage gifts, endowments and bequests to the library; to raise funds for such projects, facilities and equipment that are beyond the scope of the town budget for the library; to aid the Board of Trustees and the Librarian in their efforts to make Proctor Library a vital community resource; and to aid in securing volunteers for the library.

Article III - Membership

Membership is open to any person who wishes to further the purposes set forth in Article II.

Article IV - Officers

The officers of this organization shall be President, Vice-President, Secretary, and Treasurer. The term of office shall be three (3) years, except that any officer shall serve until his/her successor shall be found. Officers may be reelected. There shall be an Executive Committee composed of the officers of the organization, who shall also serve as Directors. The Chair of the Board of Trustees and the Librarian (s) of Proctor Library shall be ex officio members of the Executive Committee.

Article V - Duties of Officers

President: To preside over and conduct meetings and to appoint all committees and be an ex officio member thereof, except as limited herein; to submit an annual report of the operations of the organization to the members at the annual meeting, and from time to time to report to the executive Committee all matters within his/her knowledge that should be brought to their attention in the best interest of the organization.

Vice President: To perform the duties of the President in the absence of the President.

Treasurer: To be responsible for the collection, safekeeping and expenditure of all funds, securities and property; to keep and maintain the financial records of all business transactions of the organization; to render to the President and Secretary or to the Executive Committee whenever they may require it an account of all of his/her transactions as Treasurer and a financial statement in a form satisfactory to them, showing the condition of the organization; to submit to the membership at the annual meeting a written financial report for the past fiscal year.

Secretary: To record attendance at all meetings; to take the minutes of all meetings, to keep a list of the membership, together with their addresses; to notify the members of the time and place of meetings through postings at the Library and other means, such as e-mail and telephone; and to conduct the correspondence of the organization.

Executive Committee: To conduct the business of the organization between general meetings of the membership; to distribute funds to cover unforeseen expenditures up to an amount established periodically by a general meeting of the Friends.

Article VI - Dues

Dues shall be established by the Executive Committee and approved at the annual meeting by a two-thirds majority of those present.

Article VII - Earnings and Assets

No part of the net earnings of the Friends of the Weathersfield Proctor Library Incorporated shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the publishing or distribution of statements for any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Upon the dissolution of the Friends of the Weathersfield Proctor Library Incorporated, assets shall 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 public library purposes. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of Windsor County, Vermont, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article VIII - Meetings

An annual meeting shall be held at a time and date in the month of October to be determined by the Executive Committee. Regular business meetings may be called as needed. Seven members shall constitute a quorum.

Article IX - Changes to By-Laws

These by-laws may be changed by a two-thirds majority vote at any regular business meeting of the membership providing that a copy of the proposed amendment(s) has been posted in the Library and on the Library's website at least ten (10) days prior to the meeting.