Friends By-Laws

Section 1.  The name of the corporation shall be, “Friends of the Library of Flagler County, Inc.” herein referred to as FOL.

Section 2. The FOL bylaws apply to the General Membership and the Board of Directors.

Section 1.  The purpose of this organization is to create an association of people interested in books and libraries; to focus public attention on library facilities, services and needs; and to stimulate gifts of books, endowments and bequests.

Section 2.  To apprise county officials of the importance of their role in support of a county library system.

Section 3.  To assist in the development of a program for the extension and improvement of library services and resources that may adequately serve the needs of the steadily increasing population of our county and cities.

Section 4. To promote knowledge of the functions, resources, services and needs of the library.

Section 5.  To engage in fund-raising activities such as book sales and encourage gifts, memorials, or book donations.

Section 6.  To develop, with the Library Administrator, a budget for the purchase of items not included in the County Budget for the Library. This budget is to be approved by a vote of the executive committee of FOL. The executive committee includes the President, the Vice President, the Secretary, the Treasurer, and the Assistant Treasurer.

Section 7. To sponsor programs designed to add to the cultural life of the community.

Section 8. To protect the Directors and Officers of FOL, D&O (Directors and Officers) insurance will be maintained to provide Liability Protection and Financial Safeguards. (Article lX Indemnification)

Section 9. To conduct an internal annual financial review by the Finance Committee. The Treasurer will serve as committee chair, plus one or more board of directors and one member from the general membership will participate in the financial review. The Treasurer prepares the necessary documents for the Finance Committee.

Section 1. Membership of the FOL shall be open to all individuals and representatives of organizations in accordance with the purpose of the FOL.

Section 2. Each member in attendance at general meetings, or meetings called for the membership at large, shall be entitled to one vote.

Section 1. The elected officers of the FOL shall be a President, Vice President, Secretary, Treasurer and Assistant Treasurer.

Section 2.  The Board of Directors shall consist of the five elected officers and directors appointed by the Board as needed. Appointed Directors can recruit from the General Membership a committee to assist in working on their assigned projects. The Board of Directors may also vote to remove a director who is not an elected officer of the FOL.

Section 3.  Attendance at the Board meetings is required to retain membership on the Board. Unexcused absences at three consecutive Board meetings will be treated as voluntary resignation. Board members can contact the President or Vice President prior to the day of the meeting to be excused. Personal emergency on the day of the meeting can be considered by the Board if needed.

President:

Preside at meetings of the FOL; call special meetings when necessary. Represent the FOL to the community and advocate on behalf of the FOL. Vote to break a tie vote. Approve the budget of the FOL. Sign checks. Report monthly to the Board of Trustees.

Vice President:

Assist the President as needed; assume the role of President in the President’s absence.Support the activities of the Board of Directors. Sign checks in the absence of the President.

Secretary:

Provide notices of the Board meetings. Record and keep minutes of all meetings of the General Membership and Board of Directors. Assist the President in responding to all correspondence received by the FOL and prepare acknowledgments designated by the President. Ensure secure storage of the official Board documents and contracts as per the IRS regulations. Paper copies of the Board documents and contracts will be kept for one (1) year in the FOL Office. The Board will review the document retention policy annually. The official documents shall be stored in the FOL Office in the Flagler County Library.

Treasurer:

Oversee the organization’s financial aspects. Prepare and deliver to the Board of Directors periodic reports to ensure compliance with federal, state and local tax laws and statutes. Secure all records per IRS guidelines in the FOL Office in the Flagler County Library. Create/manage the FOL budget. Prepare for an annual financial review to demonstrate transparency and accountability to interested parties.

Assistant Treasurer:

Assist the Treasurer in carrying out the duties of the office. Review all financial statements and assume the duties of the Treasurer in the Treasurer’s absence. The Assistant Treasurer is authorized to sign checks.

Terms of Office:

The President will serve two (2) years in office followed by a year on the Board of Directors with voting privileges. The Secretary will serve two (2) years. The Treasurer and Assistant Treasurer will serve four (4) years. The Treasurer will mentor a person who will become Treasurer at the end of the Treasurer’s term in office. This will ensure a smooth transition into the four (4) year role as Treasurer. The Nominating Committee will fill in the gaps as needed to present a slate of officers.  The Officers can continue to serve with Board approval.

Section 1.  The President will appoint a nominating committee by September and will be composed of two (2) members of the Board of Directors and one (1) member from the General Membership of the FOL.  The committee will work with the current officers to determine who will serve.

Section 2. Items brought before the Board of Directors for a vote shall be voted upon by a simple majority of the Board which will constitute a quorum.

Section 3.  Should an elected officer appointed by the President resign a committee, the President will recruit candidates for the open office. Candidates will be presented to the Board of Directors and a vote, will be taken as described in Article V, Section 2, to fill the remaining term of office. An officer can be removed from office for cause after a review by the Board of Directors in a majority vote, as described in Section 2, provided all Board members are duly notified of the meeting and the items to be discussed.

Section 4.  Barring unforeseen circumstances, officers shall be elected at the first general meeting of the FOL in January every other year. FOL members attending the meeting shall constitute a quorum. The nominating committee will present the slate of officers and nominations may be made from the floor at the meeting.

Section 5. The President, Vice President, Treasurer and Assistant Treasurer are authorized to sign checks for the organization. The President has signing authority up to $1,500.00. Expenditures over that amount must be pre-approved by the Board of Directors and checks will require two authorized signatures. The Treasurer and Assistant Treasurer will review all expenditures.

Section 6.To record the proceeds from all activities conducted by the FOL amounts will be recorded in a logbook. Two (2) Board members or one (1) designated FOL member and one (1) Board member will count and record the proceeds. The two people will initial and date the total amount collected. A third person should reconcile the cash to the record of receipt and then make the deposit.  A locked safe will store all monies (cash/checks). The logbook will be kept in the FOL Office. The monies shall be counted and recorded within one (1) week after the activity.

Section 1. The General Membership shall hold a minimum of one (1) meeting a year to conduct the business of the organization. An annual meeting will be held in the first quarter of the fiscal year. Members will be notified of the meetings via email and/or social media two (2) weeks prior to the meeting.

Section 2. The Board of Directors shall hold a minimum of four (4) quarterly meetings and special meetings of the General Membership as needed. The Board may be called at the discretion of the President or upon a written request of three members of the Board.

Section 1. The Board of Directors shall determine the annual dues. The fiscal year of the Friends shall be from January 1 through December 31.

Section 1. Amendments to these bylaws may be made at a general meeting of the membership. The members present at the meeting shall constitute a quorum. Copies of any proposed amendments will be made available to all members two (2) weeks prior to the meeting in which the revisions will be voted upon.

Section 2.  Robert’s Rules of Order, Revised and Newly Revised, shall govern the proceedings of this organization.

Section 3.  Upon termination or dissolution of the FOL any assets lawfully available for distribution shall be distributed to the Flagler County Public Library System as required by law, or should this priority not be available, to one or more qualifying organizations described in Section 501(c)(b) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose.

Section 1.  The Organization shall, to the extent legally permissible, indemnify each person who may serve, or who has served at any time as an officer, director or employee of the Corporation against all expenses and liabilities. This includes without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person, in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved, by reason of his or her service in such capacity. This is providing that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding, not to have acted in good faith in the reasonable belief that such action was in the best interests of the FOL. It is further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.

Section 1. Membership on the Board shall not be withheld based on age, ethnicity, disability, gender, national origin, race, religion, sexual orientation, marital, parental, or veteran status.

It is recognized that occasions may arise when a member of the Executive Committee of the FOL has an interest or has a familial relationship with a person who has an interest in a contract or transaction involving the FOL, committee, affiliate or subsidiary entity thereof. In such cases, it is the policy of the FOL and of its Board that the said member will resign.

Section 1.  Any material facts as to such interest shall be disclosed to the Directors, as soon as the contractual interest or transaction is known or should be known, to within ten (10) days after the contractual interest or transaction is known or should be known. The Directors will review the contractual interest or transaction with regard to whether such contractual interest or transaction poses a conflict of interest, taking into consideration the fairness, reasonableness and appropriateness of such contractual interest or transaction to the FOL. The Board shall then vote on the matter.

Section 2.  The Officer or Director having such interest in any matter, shall not vote or use any personal influence with regard to the matter, (except that he or she may state a position on the matter and respond to questions about it). Such Officer or Director will be counted in determining the quorum for the meeting at which the matter is voted upon, but shall abstain from voting. The minutes of the meeting shall reflect that the disclosure was made and that such Officer or Director abstained from voting. At the Board’s discretion, the interested Officer or Director shall leave the room during discussion and voting on the matter(s) subject to the conflict of interest.

Section 3. No Director on the Board of FOL may be a paid staff member of the Flagler County Library. In the case of a Director who decides to become a candidate for a paid position, he or she must resign from the FOL Board immediately. In the event a Director’s immediate family member is hired as a member of the staff of the Flagler County Library, the Director shall disclose the relationship to the FOL. Immediate family members are defined as spouse, parents and grandparents, great grandparents, children and grandchildren, brothers and sisters, mother-in-law and father-in- law, sister-in-law and brother-in-law, daughter-in-law and son-in-law, uncles and aunts, nieces and nephews, foster children, adopted family and step members.