BYLAWS OF THE FRIENDS OF THE DRIPPING SPRINGS COMMUNITY LIBRARY, INC. (SUPERSEDES ALL PREVIOUS VERSIONS AND AMENDMENTS) Adopted January 12, 2016 By Friends of the Dripping Springs Community Library Board of Directors: Bobbie Hentschel, President; Karen Crowther, Vice President; Mary Claypool, Secretary; Theresa Marquez, Treasurer; Peter Durkin, John Hoag, Dominique Levens, Marcia Atilano, Library Director
ARTICLE I: NAME AND ORGANIZATION
The name of this organization is Friends of the Dripping Springs Community Library, Inc. (“FoDSCL” or “Corporation”), a nonprofit corporation. Organizational documents include the Articles of Incorporation and Bylaws.
ARTICLE II: LOCATION
The principal office of the FoDSCL shall be located at the Dripping Springs Community Library (“Library”), currently 501 Sportsplex Drive, Dripping Springs, Texas, 78620. The FoDSCL may have other offices as the Board of Directors (“Board”) determines. Permanent records will be maintained at the principal office.
ARTICLE III: PURPOSES
Section 1. General Purposes
The purposes of this Corporation shall be to promote the public use of the Library, foster an appreciation of the Library’s cultural and educational value to the community and encourage and support improvement of the Library’s resources and services.
Section 2. Tax Purposes
The Corporation is organized exclusively for the charitable, scientific, literary or educational purposes within the meaning of Section 501(c)(3) of the IRS Code or corresponding section of any future federal tax code.
ARTICLE IV: GENERAL AND CONFLICT OF INTEREST POLICIES
Section 1. General Policies
a. The Fiscal Year shall be January through December; the Officer Term Year shall be March through February; the Membership Year shall be August through July or as determined by the Board.
b. The FoDSCL shall be noncommercial, nonsectarian and nonpartisan.
c. The FoDSCL shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations.
d. The name of the FoDSCL or names of any Members in their official capacities shall not be used to endorse or promote a commercial concern or in connection with any purpose not appropriately related to the Purposes of the FoDSCL.
e. The FoDSCL shall not directly or indirectly participate or intervene in any way in any political campaign in favor or in opposition to any candidate for public office; nor devote any resources to attempt to influence legislation by propaganda or otherwise.
f. The FoDSCL shall not enter into membership with other organizations except as approved by the Board. The FoDSCL may cooperate with other organizations, but a Member shall make no commitment that binds the FoDSCL without the express permission of the Board.
g. FoDSCL shall conduct meetings by consensus or by the general guidelines and informal procedures of Roberts Rules of Order, as the Board determines.
h. The FoDSCL shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax under Section 501(c)(3) of the IRS Code, or by an organization, contributions to which are deductible under Section 170(c)(2) of the IRS Code.
i. Upon the dissolution of the FoDSCL, after paying or adequately providing for the debts and obligations of the FoDSCL, remaining assets shall be distributed to the DSCL or to its benefit.
Section 2. Conflict of Interest
j. No part of the net earnings of the FoDSCL shall inure to the benefit of, or be distributable to its Members, Directors, Officers or other private persons except that the FoDSCL be authorized and empowered to pay reasonable compensation for Board-approved services rendered and to make payments and distributions to furtherance of the Purposes set forth in Article IV hereof.
k. When an Officer, Director or committee member has a financial or personal interest in any matter before the Board, the Board shall ensure that:
1) The interest of such individual is fully disclosed to the Board.
2) Such individual does not count toward a quorum, and shall not lobby or vote at the meeting where the
matter is voted upon.
3) Any transaction in which such an individual has a financial or personal interest shall be approved by
disinterested members of the Board, as being in the best interests of the FoDSCL.
4) The minutes of meetings at which such transactions are approved shall record the disclosure,
abstention, and rationale for approval.
5) Payments to the interested party shall not exceed fair market value.
ARTICLE V: MEMBERSHIP, DUES, MEETINGS AND VOTING
Section 1. Membership in FoDSCL – FoDSCL shall have Members and classes of membership.
Section 2. Annual Enrollment and Dues
a. The Membership year of the FoDSCL shall begin on August 1 and end the following July 31 or such annual dates as the Board may set.
b. The Board may set and change the amount of annual Membership dues, if any, payable to the Corporation by Members.
c. FoDSCL shall conduct an annual enrollment of Members, but may admit persons to the membership at any time upon payment of dues. Dues are not prorated.
d. To be considered a Member in Good Standing requires the payment of minimum required dues.
Section 3. Annual Meeting
a. The Board will hold an Annual Member Meeting in February or at such annual date as the Board may set for the purpose of electing Officers, reviewing an Annual Report of activities and finances, and transacting business the Board deems necessary.
b. The Board shall notify Members of the time, date and place no less than seven (7) days in advance of the meeting.
c. Minutes of the meeting shall be reviewed and approved by the Board of Directors at the next Board meeting following the Annual Meeting.
Section 4. Special Meetings – Special Member Meetings may be called at any time by the President or a majority of the Board. Unless otherwise specified, such meetings will be held at the Corporation’s principal location. Members shall be notified no less than three (3) days prior to any Special Meeting.
Section 5. Member Participation and Voting – Only FoDSCL Members in Good Standing shall be eligible to participate or vote at any Member Meeting. Each Member in Good Standing is entitled to one vote. Only votes cast in person will be counted unless the Board has authorized and implemented a process for voting by mail or electronic means. Proxy voting is not permitted.
Section 6. Quorum – The number of Members in Good Standing attending in person, but not less than five (5), shall constitute a quorum for the transaction of business in any Member meeting of the FoDSCL.
Section 7. Termination of Membership – Members may resign at any time by written notification to the President. Dues paid, if any, will not be prorated. Members may be removed from the rolls of the Corporation without cause by a two-thirds (2/3) vote of the Board.
ARTICLE VI: OFFICERS OF THE CORPORATION
Section 1. Officers
a. The Officers of the FoDSCL shall consist of a President, Vice President, Secretary and Treasurer. This shall comprise the Executive Committee.
b. Nominees for office and Officers of FoDSCL must maintain status as a Member in Good Standing of FoDSCL.
c. Members of the same family may not hold more than one (1) office at the same time.
Section 2. Officer Elections and Terms
d. Nominees may be suggested by the Executive Committee, the Board of Directors (“Board”), Members and/or a Nominating Committee created by the Board.
e. Only eligible persons who have signified consent to serve shall be nominated.
f. Officers shall be elected by a majority ballot vote of Members in attendance at the Annual Member Meeting. If there is but one (1) nominee for any office, election for that office may be by voice vote. If there is but one (1) nominee for all offices, the slate may be elected by voice acclamation.
g. Term of office is two (2) years beginning the first of the month following the election each year, and may be staggered so that half of the Officers are elected in even years, and half in odd years.
h. No office shall be held by the same person for more than two (2) consecutive terms. A person who has served more than one-half (1/2) of a term shall be credited with having served the full term.
Section 3. Vacancies – Any Officer vacancy shall be filled by appointment by the President until the Board holds an election. If the vacancy is in the office of President, the Vice President shall serve as President and appoint a successor Vice President until the Board holds an election. If a vacancy occurs less than six (6) months prior to the next Annual Member Meeting, the appointee may serve until the Annual Member election.
ARTICLE VII: DUTIES OF OFFICERS
Section 1. At a minimum, the President shall:
a. Coordinate the work of the Executive Committee and the Board of Directors;
b. Preside at all meetings of the Corporation and confirm that a quorum is present before conducting business;
c. Vote only in the event of a tie or to establish a quorum;
d. Appoint chairpersons of standing and special committees, with approval of the Board;
e. Appoint eligible persons to fill Officer vacancies;
f. Call a meeting of elected Officers within thirty (30) days of the election, to approve appointments of At-Large Board Members and committee chairs, schedule future Board meetings and conduct other immediate business;
g. Be authorized to sign on bank accounts and may appoint additional signatories;
h. Assist the Treasurer with development of annual budget for Board approval.
i. Sign contracts and authorize others to sign contracts, as instructed by the Board;
j. Ensure the Board annually reviews and agrees to abide by the provisions of the Bylaws;
k. Serve as the principal officer of the Corporation and sign tax documents;
l. Serve as ex-officio as a nonvoting member of committees or assign designees to serve as such; and
m. In general, perform all duties incident to the office of President and other such duties as may be required by law, by the organizing documents, or which may be assigned by the Board.
Section 2. At a minimum, the Vice President shall:
a. Act as aide-to-the-President;
b. Preside in the absence of the President, and;
c. In general, perform all duties incident to the office of Vice President and other such duties as may be required by law, by the organizing documents, or which may be assigned by the Board.
Section 3. At a minimum, the Secretary shall:
a. Record attendance and minutes, and maintain copies of same, for all meetings of the Corporation;
b. Maintain a current copy of the Bylaws and other organizing documents;
c. Assist the President in communicating with Members of the FoDSCL and other parties;
d. Assist the Treasurer in maintaining a membership list; and
e. In general, perform all duties incident to office of Secretary, and other such duties as may be required by law, by the organizing documents, or which may be assigned by the Board.
Section 4. At a minimum, the Treasurer shall:
a. Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such depositories as shall be selected by the Board;
b. Receive and give receipt for, monies due and payable or donated to the Corporation from any source;
c. Make disbursements as approved by the Board;
d. Be authorized to sign on bank accounts;
e. Maintain adequate and correct accounts of the Corporation’s properties and transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses;
f. Prepare an annual budget for approval by the Board
g. Present a financial report, both written and verbal, at every Board meeting;
h. Present a complete annual fiscal report at the annual meeting;
i. Suggest financial policies to the Board for approval.
j. Maintain a list of Members in Good Standing, which shall not be released to outside interests;
k. Develop an annual budget proposal for the Board and arrange an independent examination of accounts at least every two years.
l. Deliver documents to the financial review authority as requested; and
m. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the organizing documents, or which may be assigned by the Board.
Section 5. General Officer Policies
a. Upon the expiration of the term of office, or in case of termination, each Officer shall turn over to the President without delay, all records, books, electronic files, computer discs and/or other documents or programs pertaining to the office, and shall return to the Treasurer, without delay, any funds pertaining to the office with a full accounting.
b. Members of the same family may not hold the office of Treasurer for more than two (2) consecutive terms.
c. Officers will receive no remuneration for their Board service.
ARTICLE VIII: BOARD OF DIRECTORS
Section 1. Board Composition – The Board of Directors (“Board”) shall consist of the Executive Committee of the FoDSCL, plus a minimum of one (1) and a maximum of seven (7) At-Large Directors who shall be nominated by any member of the Board, and approved by a majority vote of the existing Board, which may be the Executive Committee. The Library’s director shall be a nonvoting ex-officio member of the Board. The Board shall be presided over by the President, who shall vote only in the event of a tie or to establish a quorum.
Section 2. Duties of the Board – The duties of the Board shall be to:
a.Transact necessary duties to conduct the business of the Corporation;
b. Annually review and vote to abide by the FoDSCL Bylaws, including provisions for Conflict of Interest and Records Retention;
c. Approve operational and financial policies and rules;
d. Create standing and special committees;
e. Approve an annual budget and prepare an annual report for the annual Member Meeting;
f. Approve routine bills within the limits of the budget; and
g. Fill vacancies of the Board.
Section 3. Duties of Board Members – The duties of each Board Member shall be to:
a. Maintain membership in Good Standing of the FoDSCL;
b. Attend all meetings of the Members and Board FoDSCL;
c. Agree to abide by the FoDSCL Bylaws and annual budget;
d. Deliver to the President all official materials within fifteen (15) days following the end of their term; and
e. Perform the duties outlined in these Bylaws and those assigned by the President or Board.
Section 4. Board Member Terms of Service – Officers are term-limited per Article VI, Section 2. At-Large Board Members may serve for a maximum of two (2) consecutive three-year terms, after which a minimum break of one year is required. At-Large member terms may or may not coincide with the Officer Term Year, as the Board determines.
Section 5. Board Meetings
a. Board meetings for the year shall be scheduled by the Executive Committee at its first meeting.
b. If the total Board membership totals eight (8) or fewer, a quorum shall be three (3) Directors in attendance in person or by electronic conferencing. For Boards of nine (9) or more Directors, five (5) in attendance shall constitute a quorum.
c. Special meetings of the Board may be called by the President or by a majority of the Members of the Board, with at least three (3) days’ notice being given.
d. Board meetings shall be held at the principal office of the organization, or at such other place, as shall be designated on the notice of the meeting.
e. The Board may decide to implement voting by electronic means. There shall be no proxy voting.
Section 6. Actions of the Board – The Board will act by consensus whenever possible. In the event a consensus is not possible, or in the case of major expenditures, the Board may elect to take action by a recorded majority vote of Directors present when a quorum is established, and using the general guidelines of the informal processes of Robert’s Rules of Order.
Section 7. Emergency Voting – In an emergency situation, the Board may vote by phone, email, or other electronic means if authorized by the President. A two-thirds (2/3) majority of the Board is required for adoption, and the vote shall be recorded in the minutes of the next regular meeting of the Board.
Section 8. Removal of Members – By a two-thirds (2/3) vote of the entire Board, any Officer or Director may be removed from office and from the Board without cause.
ARTICLE IX: COMMITTEES
Section 1. Committees and Committee Chairs
a. By majority vote, the Board may create and fund such standing and special committees as it deems necessary to carry on the work of the FoDSCL.
1) Standing committees may include but are not limited to Membership, Newsletter, Social Media, Fundraising and recurring events.
2) Special committees may arise from time to time to carry out specific, one-time or time-limited activities (e.g. Budget Review, Nominating, Financial Review).
b. Committee chairpersons will be appointed by the President with the Board’s approval. The term of each committee and chair shall be determined upon creation of the committee. The Board may establish specific qualifications for committee Membership.
c. The President and Treasurer are not permitted to chair committees.
d. The President is an ex-officio nonvoting member of all committees and may designate another Officer representative to serve in this capacity.
e. Committee chairpersons who are not Officers or At-Large Board Members will report to the Board but are not permitted to vote at Board meetings or to act on behalf of the Board without Board direction.
f. Only Members in Good Standing of the FoDSCL shall be eligible to serve as committee chairs. Committee members are not required to be Members of the Corporation.
g. The Board has the authority to disband any committee by majority vote.
Section 2. Committee Limitations and Restrictions – No committee or committee member has the authority of the Board to act on behalf of FoDSCL, nor to take any action, financial, contractual or otherwise, that is outside the scope of authority delegated to it by the Board.
ARTICLE X: CORPORATE RECORDS, RECORDS RETENTION AND ACCOUNTABILITY
Section 1. Corporate Records – The FoDSCL shall keep correct and complete books and records of account. At a minimum, these shall include:
a. Organizing documents, including but not limited to Articles of Incorporation, Bylaws and any amendments.
b. Minutes of all meetings, indicating time and place, attendees and description of the proceedings thereof.
c. Adequate and correct financial books and records of account, including business transactions, assets,
liabilities, receipts, disbursements, gains and losses.
d. Financial reviews, tax returns and all documents relating to the FoDSCL’s federal, state, and local tax status.
Section 2. Records Retention Policy
a. In keeping with the Sarbanes-Oxley Act of 2002, the FoDSCL shall retain corporate records for specified terms, which may be determined by the Board unless specified by law. At a minimum, the Board shall retain:
1) Permanently: copies of corporate organizing documents, minutes of meetings, financial review reports, insurance policies and claims, news releases.
2) For a minimum of seven (7) years: financial and tax-related documents, inventories, invoices and receipts.
3) For a minimum of three years: contracts and business correspondence.
b. If FoDSCL determines that any record is relevant to litigation, or potential litigation, those records shall be retained until it is determined they are no longer needed. This provision supersedes any established retention provision.
Section 3. Financial reviews
a. For the purposes of the FoDSCL, a financial review or audit shall only be defined as an independent examination of finances.
b. The Board shall have a financial review of the FoDSCL’s books conducted, at least biannually, by an appointed committee or a qualified bookkeeper or accountant, none of whom may be signers on any FoDSCL account.
c. Any Financial Review Committee shall be appointed by the President subject to the approval of the Board, and consist of at least three (3) individuals who are not related and/or do not reside in the same household as any FoDSCL authorized signers.
d. The resulting report and recommendations shall be presented to the Board and adopted, with a response, by a majority vote of Directors.
ARTICLE XI: NOTIFICATIONS AND ELECTRONIC DELIVERY – Any notices required or permitted by these Bylaws may be given by mail or electronic delivery. If mailed, a notice is deemed delivered when deposited in the mail addressed to the person at his or her address as it appears on the corporate records, with postage prepaid. If given by email, a notice is deemed delivered when accepted by the internet service provider company and addressed to the person at his or her email address as it appears on the corporate records. If given by posting on a designated online site, a notice is deemed delivered when it is posted on the site and available for viewing via public Internet access. A person may change his or her address in the corporate records by giving written notice of the change to the Secretary or Treasurer of the FoDSCL.
ARTICLE XII: INDEMNIFICATION, INSURANCE AND RELATED MATTERS
Section 1. When Indemnification is Required, Permitted, and Prohibited
a. The Corporation will indemnify a Director, Officer, Member, Committee Member, Employee or Agent of the Corporation who was is or may be named defendant or respondent in any proceeding as a result of his or her actions or omissions within the scope of his or her official capacity in the Corporation. For the purposes of this article, an agent includes one who is or was serving at the Corporation’s request as a director, Officer, partner, venture, proprietor, trustee, partnership, joint venture, sole proprietorship, trust, employee-benefit plan, or other enterprise.
b. The Corporation will indemnify a person only if he or she acted in good faith and reasonably believed that his or her conduct was in the Corporation’s best interest. In case of criminal proceeding, the person may be indemnified only if he or she had not reasonable cause to believe that the conduct was unlawful. The FoDSCL will not indemnify a person who is found liable to the Corporation or if found liable to another on the basis of improperly receiving a personal benefit from the Corporation. A person is conclusively considered to have been found liable in relation to any claim, issue, or matter if the person has been adjudged liable by a court of competent jurisdiction and all appeals have been exhausted. Termination of a proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent does not necessarily preclude indemnification by the Corporation.
c. The Corporation will pay or reimburse expenses incurred by a Director, Officer, Member, Committee Member, Employee or Agent of the FoDSCL in connection with the person’s appearance as a witness or other participation in a proceeding involving or affecting the Corporation when the person is not named a defendant or respondent in the proceeding.
d. In addition to the situations otherwise described in the paragraph, the Corporation may indemnify a Director, Officer, Member, Committee Member, Employee or Agent of the Corporation to the extent permitted by law. However, the Corporation will not indemnify any person in any situation in which indemnification is excluded by Section 1.a. above.
e. The Corporation may advance expenses incurred or to be incurred in the defense of a proceeding to a person who might be eventually entitled to indemnification, even though there has been no final disposition of the proceeding. Advancement of expenses may occur only when the procedural conditions specified in Section 3.c. below, have been satisfied. Furthermore, the Corporation will never advance expenses to a person before final disposition of a proceeding if the person is named a defendant or respondent in a proceeding brought by the Corporation or one or more Members or if the person is alleged to have improperly received a personal benefit or committed other willful or intentional misconduct.
Section 2. Extent and Nature of Indemnity – The indemnity permitted under the Bylaws includes indemnity against judgments, penalties, (including excise and similar taxes), fines, settlements, and reasonable expenses (including attorney’s fees) actually incurred in connection with the proceeding. If the proceeding was brought by or on behalf of the FoDSCL, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding.
Section 3. Insurance – The FoDSCL may purchase and maintain to the full extent permitted by the laws of the State of Texas as they presently exist or hereafter may be amended, insurance on any property owned or leased by the FoDSCL as well as on behalf of any Director, Officer, Member, Committee Member, Employee or Agent of the FoDSCL who is or was serving at the request of the FoDSCL against any liability asserted against him or her or incurred by him or her in any such capacity or status.
ARTICLE XIII: AMENDMENTS
Section 1. Amendments
a. These Bylaws may be amended, or repealed and replaced, by the Board at any meeting where a quorum is established, by a two-thirds (2/3) vote of Directors present.
b. Copies of proposed changes to the Bylaws shall be provided to Directors at least three (3) days prior to the meeting at which the changes will be proposed for adoption.
c. Newly adopted Bylaws, or a fair summary of them, will be presented to the membership at the next Annual Member Meeting following their adoption by the Board.
Section 2. Bylaws Review Frequency – The FoDSCL shall review these Bylaws no less than every five (5) years.
CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of Friends of the Dripping Springs Community Library, Inc. and that these Bylaws constitute the Corporation’s current Bylaws. Previous Bylaws were repealed and these Bylaws were duly adopted at a meeting of the Board of Directors, and approved by a TWO-THIRDS (2/3) MAJORITY/UNANIMOUS vote of a quorum of the Board Members at a meeting held DATE.
Date Adopted: January 12, 2016
Certified by: ___(sig) Mary Claypool________________
Secretary of the Corporation