FRIENDS OF THE GREENE COUNTY LIBRARY, INC.
1.1 Name. The organization shall be known as FRIENDS OF THE GREENE COUNTY LIBRARY, INC. ("Corporation").
1.2 Purpose. The Corporation is organized and shall be operated exclusively for charitable, educational, and scientific purposes, including, the making of distributions to organizations that qualify as tax exempt organizations under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code.
1.3 Principal Office. The principal office of the Corporation is located in Greene County, Virginia, at 222 Main Street, Stanardsville, Virginia 22973.
1.4 Change of Address. The designation of the county or state of the Corporation's principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the change of address and effective date below, and any such change of address shall not be deemed, nor require, an amendment of these Bylaws:
1.5 Specific Objectives. The specific objectives and purposes of the Corporation shall be:
(a) to promote the general welfare of the community within Greene County,Virginia;
(b) to foster closer relations between the Greene County Library (the "Library") and the citizens of Greene County and environs;
(c) to educate the public concerning functions, resources, services, and needs of the Library;
(d) to sponsor events and to develop programs open to the public which focus on the Library, books, and reading and which will help extend and improve the services and resources of the Library; and
(e) generally, through educative and other efforts, to help make the Library, books, and reading as inviting and accessible to as broad an audience as possible within Greene County, Virginia.
2.1 Qualifications. Any person interested in promoting the services of the Library and the purposes of the Corporation shall be eligible for membership upon payment of the dues as may be established by the Board of Directors from time to time.
2.2 Place of Meetings. The meetings of the members of the Corporation shall be held in Greene County at such places as designated by the Board of Directors or President.
2.3 Date of Annual Meeting. The annual meeting of the members of the Corporation shall be held prior to December 15 for the purpose of electing directors and carrying on such other business as may properly come before the meeting. The annual meeting shall be held at such time and at such place as the President of the Board of Directors or the Board of Directors shall designate from time to time. If no place is designated, the annual meeting shall be held at the principal office of the Corporation.
2.4 Call of Special Meeting. Special meetings of the members may be called at any time by the President, Vice-President, or by a majority vote of the Board of Directors.
2.5 Notice of Meetings. Written notice stating the place, day and hour of each meeting of members, and in the case of special meetings, the purposes for which they are called, shall be communicated: (a) in person; or (b) by telephone, telegraph, teletype, facsimile, e-mail, or other form of wire or wireless communication; or (c) by mail or private carrier; or (d) by any other means permitted under Section 13.1-810 of the Code of Virginia, as amended from time to time, to each member, at his last known address in the records of the corporation, at least ten days, but no more than thirty days, before the date of the meeting
Board of Directors
3.1 General Powers. The Corporation shall have a Board of Directors. All Corporation powers shall be exercised by or under the authority of, and the business affairs of the Corporation managed under the direction of, its Board of Directors, subject to any limitation set forth in these bylaws.
3.2 Number. The number of directors of the Corporation shall be no less than three and no more than seven.
3.3 Election and Term. Directors shall be elected by a majority vote of the Members. No individual shall be named or appointed as a director without his or her prior consent. Each director shall serve for a term of two years or until his or her earlier resignation or removal. No Board Member who has served two consecutive two year terms is eligible for election for a third term until at least one year has elapsed.
3.4 Removal; Vacancies. The Board of Directors may, by majority vote, remove any Board member from office with cause, but only at a meeting called for that purpose, and the notice of the meeting must state that the purpose, or one of the purposes, of the meeting is the removal of the Board member. Any Board member who misses three regular Board meetings within a fiscal year without valid cause and notification shall be removable from office upon certification of such absences to the entire Board by the officers of the Board. A vacancy on the Board of Directors, including a vacancy resulting from the removal of a director or an increase in the number of directors shall be filled by a majority vote of the remaining directors then in office, though less than a quorum, at any regular or special meeting of the Board. In the case of a resignation that will become effective at a specified date, the position may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
3.5 Designees. Board members who are unable to attend a Board of Directors meeting cannot send a designee in their place. An observer may attend the meeting in their place but may not vote.
3.6 Advisory Council. The Board of Directors may establish an Advisory Council comprised of individuals appointed by the Board of Directors to meet occasionally to advise the Board of Directors or the Executive Committee of the Board of Directors on pertinent issues.
3.7 Annual and Regular Meetings. An annual meeting of the Board of Directors shall be held immediately after the annual meeting of the members of the Corporation prior to December 15 for the purpose of electing officers and carrying on such other business as may properly come before the meeting. The Board of Directors may adopt a schedule of additional meetings which shall be considered regular meetings. Regular meetings shall be held at such times and at such places as the President of the Board of Directors, if any, or the Board of Directors shall designate from time to time. If no place is designated, regular meetings shall be held at the principal office of the Corporation.
3.8 Special Meetings. Special meetings of the Board of Directors may be called by either the President of the Board of Directors, or a majority of the directors of the Corporation, and shall be held at such times and places as the person or persons calling the meeting shall designate. If no such place is designated in the notice of a meeting, it shall be held at the principal office of the Corporation.
3.9 Notice of Meetings. No notice need be given of regular meetings of the Board of Directors. Notice of special meetings of the Board of Directors shall be communicated to each Director: (a) in person; or (b) by telephone, telegraph, facsimile, e-mail, or other form of wire or wireless communication; or (c) by mail or private carrier; or (d) or by any other means permitted under Section 13.1-810 of the Code of Virginia, as amended from time to time, not less than twenty-four (24) hours before the meeting. Any such notice shall set forth the time and place of the meeting and state the purpose for which it is called.
3.10 Waiver of Notice. A director may waive any notice required by law or these Bylaws before or after the date and time stated in the notice, and such waiver shall be equivalent to the giving of such notice. The waiver shall be in writing, signed by the director entitled to the notice and filed with the minutes or corporate records. A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless the director at the beginning of the meeting or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
3.11 Quorum; Voting. A majority of the number of directors fixed in these Bylaws shall constitute a quorum for the transaction of business at a meeting of the Board of Directors. If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present is the act of the Board of Directors. A director who is present at a meeting of the Board of Directors or a committee of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless (i) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting specified business at the meeting; or (ii) he votes against, or abstains, from the action taken.
3.12 Telephonic Meetings. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
3.13 Action Without Meeting. Action required or permitted to be taken at a Board of Directors' meeting may be taken without a meeting if the action is taken by all members of the Board. The action shall be evidenced by one or more written consents stating the action taken, signed by each director either before or after the action taken, and included in the minutes or filed with the Corporation records reflecting the action taken. Action taken under this Section 3.13 becomes effective when the last director signs the consent unless the consent specifies a different effective date, in which event the action taken is effective as of the date specified therein provided the consent states the date of execution by each director.
3.14 Compensation. No member of the Board of Directors shall be entitled to any compensation for his or her services as a Board member.
4.1 Officers. The officers of the Corporation shall be President of the Board of Directors, a Vice-President, a Secretary, and a Treasurer. At the discretion of the Board of Directors, other officers and assistant officers deemed necessary or advisable to carry on the business of the Corporation may be established. The offices of Secretary and Treasurer may be held by the same person.
4.2 Election; Term. Officers shall be elected at the annual meeting of the Board of Directors and may be elected at such other time or times as the Board of Directors shall determine. They shall hold office, unless removed, until the next annual meeting of the Board of Directors or until their successors are elected. The term of office shall be one year. Officers shall be eligible for re-election more than once. Any officer may resign at any time upon written notice to the Board of Directors, and such resignation shall be effective when notice is delivered unless the notice specifies a later effective date.
4.3 Removal of Officers. The Board of Directors may remove any officer or assistant officer at any time, with or without cause.
4.4 Duties of Officers. The President of the Board of Directors shall serve as the chief elected officer of the Corporation. The President and the other officers shall have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be delegated to them from time to time by the Board of Directors. The President shall chair all meetings of the Board of Directors, as well as any committee of which he is a member, unless the Board of Directors provides otherwise. The Vice-President shall act in the place of the President in the President's absence. The Secretary shall have the responsibility of keeping the minutes and attendance of the meetings of the Board of Directors and authenticating records of the Corporation. The Treasurer shall supervise the Corporation's financial affairs.
4.5 Ex Officio Directors. The Board of Directors, at its discretion, may appoint ex officio directors, who by virtue of their office or specific professional expertise, bring knowledge which will assist the Board of Directors in their decision-making. Ex Officio directors are nonvoting directors, have no defined term, serve solely at the pleasure of the Board of Directors and may be appointed or removed at any time at a meeting of the Board of Directors.
Committees of the Board of Directors
5.1 Committees. The President, with approval of the Board of Directors, shall establish such committees as the President deems appropriate to fulfill the objectives and purposes of the Corporation.
5.2 Manner of Acting. All committee chairpersons and members shall be appointed or replaced by the President, and the President shall be an ex-officio member of all committees. The appointment of any person as chairperson or member of a committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of the committee. Members of any such committee shall act only as a committee and the individual members shall have no power as such.
Corporate Records and Seal
6.1 Maintenance of Corporate Records and Seal. The Corporation shall keep at its principal office:
(a) Minutes of all meetings of directors and committees of the Board, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given and the names of those present and the proceedings thereof;
(b) Adequate and correct books of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses; and
(c) A copy of the Corporation's Articles of Incorporation and Bylaws as amended to date.
6.2 Corporate Seal. The Board of Directors may adopt, use and at will alter, a corporate seal. Such seal shall be kept at the principal office of the Corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instruments.
Execution of Instruments, Deposits and Funds
7.1 Execution of Instruments. The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer or agent shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
7.2 Checks and Notes. Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money and other evidences of indebtedness of the Corporation shall be signed by the Treasurer.
7.3 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
7.4 Gifts.The Board of Directors may accept on behalf of the Corporation any gift, bequest or devise for the nonprofit purposes of the Corporation.
8.1 Fiscal Year. The fiscal year of the Corporation shall be the calendar year.
8.2 Interpretation. For the purposes of construing these Bylaws, unless the context indicates otherwise, words in the singular number shall be deemed to include words in the plural and vice versa, and words in one gender shall be deemed to include words in other genders.
8.3 Amendments. These Bylaws may be amended or repealed, and new Bylaws may be made by majority vote of the Board of Directors.
8.4 Severability. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.
8.5 Internal Revenue Code. Each reference in these Bylaws to a Section of the Internal Revenue Code means such Section of the Internal Revenue Code of 1986, as amended from time to time, or to the corresponding provisions of any future federal tax code.
WITNESS the following signatures of the initial directors of the Corporation this ____ day of ______________, 2003:
Joanne Burkholder, Director
Elizabeth S. Carpenter, Director
John F. Mitchell, DirectorRevised July 12, 2006
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