Revision Adopted 2/10/2010
BY-LAWS
OF
FRIENDS OF THE MATHEWS MEMORIAL LIBRARY
ARTICLE I - NAME
Section l. The name of this organization shall be FRIENDS OF THE MATHEWS MEMORIAL LIBRARY.
ARTICLE II - PURPOSE
Section l. The purpose of this organization shall be to maintain an association of persons interested in libraries; to focus public attention on the library; to stimulate the use of the library's resources and services; to receive and encourage gifts, endowments and bequests to the library; to support and cooperate with the library in developing library services and facilities for the community; and to support the freedom to read as expressed in the American Library Association Bill of Rights.
Section 2. The organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code (or corresponding provision of any future United States Internal Revenue Law.)
Section 3. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, 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 Section 2 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 organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, 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 of 1954 (or the corresponding provision of any future United States Internal Revenue Law), or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
Section 4. Upon the dissolution of the organization, the officers shall, after paying or making provision for the payment of all of the liabilities of the organization, dispose of all of the assets of the organization exclusively for the purposes of the organization in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as at the time shall qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law.) , as the officers shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the organization is then located, 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 III - MEMBERSHIP
Section 1. Membership in this organization shall be open to all individuals in sympathy with its purpose.
Section 2. Membership in this organization shall be terminated for failure to pay dues within 6 (six) months of their due date.
ARTICLE IV - OFFICERS
Section 1. The officers of this organization shall be a president, vice president, recording secretary, corresponding secretary and treasurer.
Section 2. Officers shall be nominated and elected at the Annual meeting of members and shall take office on January 1 of the following year. All officers shall serve for a term of one year or until their respective successors are elected or appointed and assume office. Any officer may be removed summarily with or without cause at any time at a membership meeting by the vote of a majority of the members present. Vacancies among officers shall be filled by the Executive Committee.
ARTICLE V - DUTIES OF OFFICERS & COMMITTEE HEADS
A. Officers
Section 1. President: To preside over all meetings of the membership and the Executive Committee; to appoint committee heads; to appoint ad-hoc committees; to serve ex officio as a member of each standing committee; attend monthly meetings of the Library Board of Trustees; be the liaison between the Friends and the Library Director and also the liaison between the Friends and the Library Board of Trustees; and to have signature access to the organization’s bank box.
Section 2. Vice President: To perform the duties of the president in the absence of the president.
Section 3. Recording Secretary: To record attendance at all meetings; to record the minutes of all meetings; to notify the Gazette-Journal of the meeting time and place; to verify with the Library Director that the regular meeting dates and times for the John Warren Cooke Room are put on the Library calendar; and to maintain a copy of the minutes in the cabinet in the back room of the Orrell Building.
Section 4. Corresponding Secretary: To conduct the correspondence of the organization, including notes of thanks for donations and welcome notes to new members.
Section 5. Treasurer: To keep and maintain the financial records of the organization and be responsible for filing any tax returns or information returns required by law; sign all checks, drafts, or other orders for payment of money; inform the Executive Committee of new and renewing members, and of donations to the library and Friends; apply for grants; prepare and present reports of financial activity and status to the membership and the Executive Committee; to have signature access, along with the President, to the bank box of the organization.
B. Standing Committees
Section 6. Book Sales: To conduct sales of donated books; to maintain the inventory of books; to recruit volunteers as required; to arrange for the deposit of book sale money, deposit slips to be given to the Treasurer; to write receipts for donated books when requested; to sell Friends paraphernalia.
Section 7. Membership: To maintain an up-to-date database of all Friends’ members; to communicate by email with members; to count the ballots of votes.
Section 8. Historian: To keep up-to-date the history of the Friends through their scrapbooks.
Section 9. Publicity: To take pictures and write articles about the Friends for the local media as approved by the President.
Section 10. Newsletter: To write the newsletter four times a year, arrange to have it printed, to prepare it for bulk mailing, and to mail it.
Section 11. Website: To maintain the Friends’ website.
Section 12. Landscaping: To be in charge of the grounds and landscaping around the Orrell building.
Section 13. Walkway & Patio Committee: To be in charge of the walkway and patio areas behind the Library; in charge of commemorative bricks sales and installation.
ARTICLE VI - EXECUTIVE COMMITTEE
Section 1. The Executive Committee shall consist of the officers of the organization, the heads (including co-heads) of all of the standing committees that have a head appointed at the time, and any at-large members appointed by the Executive Committee. Committee heads who state that they do not wish to be part of the Executive Committee are excluded.
Section 2. The Executive Committee shall have the authority, consistent with the purposes of this organization, to appoint ad–hoc and standing committees in addition to the standing committees established hereunder; the Committee may appoint such at-large members as it deems appropriate.
Section 3. Meetings of the Executive Committee shall be held the Wednesday after the Board of Trustees meeting. Special meetings may be called at any time by the President.
Section 4. All meetings of the Executive Committee shall be held in the Orrell Building at Mathews, Virginia.
Section 5. No notice of the regular monthly meetings of the Executive Committee shall be necessary unless it is proposed to amend the by-laws. All members shall be made aware of meetings to revise the by-laws in advance.
Section 6. A majority of the Executive Committee shall constitute a quorum at any meeting of the committee. Each attending member of the committee shall be entitled to one vote in person; attending co-heads of committees shall each have one vote. Proxy voting shall not be permitted. All proposed actions of the committee, except the amendment of the by-laws, shall be decided by majority vote of those present, or by a majority of those eligible to vote in the case of electronic votes.
Section 7. Electronic voting by email shall be allowed between regular meetings on matters deemed by the President to be of timely importance; however, when possible, voting and discussion should be at regular meetings. Any email action should be recorded in the minutes of the following Executive Committee meeting.
ARTICLE VII - MEMBERSHIP MEETINGS
Section 1. Regular meetings of the members shall be held on the third Tuesday in April and November of each year.
Section 2. The regular meeting held in the month of November shall be designated the Annual Meeting.
Section 3. Special meetings may be held at the call of the president or the Executive Committee.
Section 4. All meetings of the members shall be held in the John Warren Cooke Room of the library building at Mathews, Virginia, if possible.
Section 5. Notice of regular meetings, including the annual meeting, shall be published in the issue of the Gloucester-Mathews Gazette-Journal published on the Thursday preceding the date of the meeting. No other notice of regular meetings shall be required, though notice in the Friends’ newsletter is encouraged.
Section 6. A combined total of fifteen (15) members and proxies shall constitute a quorum at any meeting of members. Proxy voting shall be permitted on presentation of a written, dated, and signed document assigning the proxy. Each member shall be entitled to one vote in person plus one vote for each proxy that they have been assigned. All proposed actions shall be decided by majority vote of members present plus proxy votes.
ARTICLE VIII – STANDING COMMITTEES
Section 1. In addition to such standing committees as the Executive Committee shall designate, there shall be the following standing committees: Membership, Book Sales, Publicity, Website, Historian, Newsletter, Landscaping, and Walkway and Patio.
ARTICLE IX – DUES
Section 1. The annual dues for membership shall be $5.00 per year per person or a lifetime membership of $50.00. Amounts are subject to change upon vote of the Executive Committee. All one-year membership renewals will be payable on December 31.
ARTICLE X – FINANCIAL AUDITS
Section 1. Shortly after the end of each fiscal year, the Executive Committee shall appoint a committee of members or engage an outside auditor to audit the financial records of the organization. The committee or auditor shall report the results to the Executive Committee.
ARTICLE XI – AMENDMENTS
Section 1. These by-laws may be amended, repealed or altered, in whole or in part, by a majority vote of the entire Executive Committee at any regular or special meeting thereof, provided that notice of such meeting is given beforehand.
ARTICLE XII – FISCAL YEAR
Section 1. The fiscal year of the organization shall end on December 31 of each year.
ARTICLE XIII – PARLIAMENTARY PROCEDURE
Section 1. Robert’s Rules of Order Revised, when not in conflict with these by-laws, shall govern the proceedings of this organization.