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ARTICLE I. NAME
The name of this organization shall be the Friends of the Brown County Library, Inc., a/k/a Friends of the Brown County Library, herein referred to as FBCL.
ARTICLE II. PURPOSE
The purpose of the FBCL shall be to maintain an association of persons interested in libraries. It shall be managed and administered exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, including, but not limited to the following:
1. Assist in the development and implementation of programs for the improvement and extension of the services and resources of the Brown County Library, which includes the central library and all the branch libraries.
2. Assist in providing adequate housing and facilities for said library.
3. Promote knowledge of the functions, services, resources and needs of said library.
4. Foster close relations between said library and the citizens of Brown County.
5. Accept gifts, donations, contributions and bequests to be used by said library.
ARTICLE III. MEMBERSHIP
SECTION 1. MEMBERSHIP
A. Membership in this organization shall be open to all individuals in agreement with its purpose and willing to pay the dues required to carry out that purpose.
B. Membership categories shall be set by the Board of Directors.
SECTION 2. DUES
A. Dues shall be payable to the FBCL annually for all categories of membership.
B. The dues shall be set by the Board of Directors on an annual basis.
SECTION 3. VOTING PRIVILEGES
Each dues-paying member (each household) shall be entitled to one vote, which may be cast in person or proxy.
SECTION 4. MEETINGS OF FBCL MEMBERS
A. Annual Meeting: The annual meeting of FBCL shall be held within ninety (90) of the close of the fiscal year, the exact date to be determined by the president or by the FBCL Board of Directors.
B. Special Meetings: Special meetings of the membership may be called by the president, by a majority vote of the Board of Directors, or upon written request of twenty five members.
C. Meeting Notice: All members shall be notified of the annual meeting not less than one week prior to the date of the meeting.
D. Quorum: Ten members present in person or by proxy shall constitute a quorum.
ARTICLE IV. BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS
Corporation Business: The business and affairs of the corporation shall be managed and administered by its Board of Directors.
SECTION 2. OFFICERS AND DIRECTORS
A. Election: The Board of Directors shall be composed of members selected by a nominating committee and elected at the annual meeting.
B. Officers: Elected officers are the President, Vice President, Secretary, and Treasurer.
C. Directors: The Board of Directors shall consist of the elected officers, and a minimum of six and a maximum of twelve directors.
SECTION 3. BOARD ADVISORY MEMBERS
A. Immediate Past President: The immediate past President shall serve as a voting ex-officio member.
B. Director of the Brown County Library: The Director of the Brown County Library shall be notified of all FBCL board meetings and shall serve in an advisory capacity only.
C. Library Representative: The Director of the Brown County Library will appoint one ex-officio, non-voting member from the Brown County Library staff.
SECTION 4. TERMS OF OFFICE AND DUTIES
A. Terms of Office: Officers shall be elected for a two year term. The maximum term served in any office is two (2) consecutive years. Directors shall be elected for two year staggered terms, with half of the directors elected every other year. The total tenure on the Board of Directors, including elected terms of office, shall be eight (8) consecutive years. Any vacancy occurring during a term of office shall be filled by appointment with approval of the Board of Directors for the unexpired term.
B. Duties: The duties of the members of the Board of Directors shall be as described in the respective job descriptions.
SECTION 5. BOARD OF DIRECTOR MEETINGS
A. Regular Meetings: Regular meetings of the Board of Directors shall be held monthly at a time and place to be designated by the Board.
B. Special Meetings: Special meetings of the Board of Directors shall be held upon call by the president or upon written request of two members of the Board.
C. Quorum: A majority of the board members shall constitute a quorum.
D. Meeting Notice: Notice of all meetings shall be given by mail or by telephone at least twenty four hours prior to such meeting.
SECTION 6. COMPENSATION
No director shall receive compensation for services rendered as a director. Reimbursement for expenses incurred while acting as a director of FBCL must be approved by the Board of Directors.
SECTION 7. BONDING AND LIABILITY
No director shall be required to furnish bond. No director shall be liable for any loss or damage, except when acting in bad faith.
SECTION 8. REPORTING
Annual Report: The Board of Directors shall report to the members of the corporation at least annually, in such detail as the members of the corporation may from time to time direct.
ARTICLE V. COMMITTEES
SECTION 1. COMPOSITION
The committees of the FBCL shall be the Standing Committees and the Special or Ad Hoc Committees. The chairman of each committee shall be appointed by the President. Each chairman shall select the committee members.
SECTION 2. STANDING COMMITTEES
The standing committees of the FBCL shall be identified by the Board of Directors prior to the Annual Meeting, which standing committees shall be chaired by a member of the Board of Directors.
SECTION 3. SPECIAL OR AD HOC COMMITTEES
The president may appoint additional committees as needed, with the approval of the FBCL Board of Directors.
ARTICLE VI. MISCELLANEOUS POLICIES
SECTION 1. BUDGETING
It is the policy of the FBCL to establish a yearly budget for the FBCL and its committees. The Board shall use its best efforts to have the budget finalized by the end of the first quarter of every year. Once the budget is approved, the Chair of each committee shall be authorized to expend the amount budgeted in furtherance of such committee and the FBCL.
SECTION 2. INVESTMENT
It is the policy of the FBCL to invest its funds in a manner which will provide the highest investment return with the maximum security while meeting the FBCL's cash flow demands. Investments shall be made with judgment and care emphasizing safety of principal and probable income rather than speculative income. The primary objectives of the FBCL's investment activities shall be:
A. Safety of Principal: Investments will be limited to insured deposits located within Brown County and deposits in the Greater Green Bay Community Foundation, Inc. The Treasurer and at least one other Officer of the Board will have the authority to make informed investment decisions provided that all objectives of this investment policy are considered.
B. Liquidity: Investments will remain sufficiently liquid to meet all of the FBCL's operating requirements which might reasonably be anticipated. To the extent possible, the FBCL will attempt to match its investments with anticipated requirements. The maximum maturity of a deposit shall be two years. Endowment funds may be invested in accounts exceeding a maturity of two years if the maturity coincides as nearly as practicable with the expected use of the funds.
C. Return on Investment: The treasurer will be responsible for evaluating market rates to maximize investment income. Any time a new account is opened, the Treasurer must report the name of the financial institution and the account number at the next Board meeting.
D. Internal Control: The activities of the Treasurer will be monitored by the Board via monthly and annual Treasurer's reports and any other process necessary to assure compliance with this investment policy.
SECTION 3. FUNDING
It is the policy of the FBCL to fund those programs, activities and projects that further the purpose of the FBCL as set forth in Article II. The FBCL shall only fund a program, activity or project if the FBCL's funding does not reduce the FBCL's operating funds below ten thousand dollars, net of any amount budgeted for the year. To ensure that the purpose of the FBCL is achieved when the FBCL funds a program, activity or project, all funding requests should, when reasonably possible, meet the following guidelines:
A. Written Request: All funding requests should be submitted in writing at least one week prior to the FBCL monthly Board meeting. Each funding request will be provided to each Board member prior to or at the next monthly Board meeting. The request shall identify the program, activity or project in sufficient detail for the Board to vote on the funding request. If the Board lacks any information to make an informed decision on whether the funding request will further the FBCL's purpose, the request shall be tabled until the next monthly Board meeting.
B. Funding Requests in Excess of $10,000: Any funding request that exceeds ten thousand dollars shall require a 2/3 vote of the directors, provided all such funding requests shall have been submitted in writing to the Secretary and read at a previous regular meeting of the Board.
C. Multi-Year Funding Requests: The Board may only approve a funding request that will span more than the current year if the Board has sufficient funds to set aside such funding in a separate account for such program, activity or project. Upon the approval of a multi-year funding request, the Treasurer shall set aside in a separate account the approved funds for the program, activity or project.
D. Summary of Program, Activity or Project: The person submitting the funding request shall agree, as a condition of receiving the funds, to provide a report to the Board of the success or failure of the program, activity or project. This report shall be read into the minutes of the Board meeting to form the basis of any future funding request for such program, activity or project.
SECTION 4. ENDOWMENT POLICY
The FBCL Endowment Fund serves as a repository of monies accumulated in various ways by the FBCL corporation. Principal of the Fund shall remain intact, and all income from the Fund shall be used to support special programs, projects, exhibits and collections of library materials of the Brown County Library system, and not to reduce the system’s operating budget. Adults, young adults, and children shall benefit as equally as possible.
A. Funding: Friends of the Brown County Library, Inc., will solicit and accept contributions of any size (cash or securities) from donors interested in supporting the purpose of the Fund, and immediately transfer these contributions to the Fund. Endowment Fund income shall be reported as necessary on the IRS Form 990 filed by FBCL.
B. Accountability: The operations and investment of the Fund shall be governed by the FBCL Board of Directors and administered by the FBCL Treasurer. An account of the operations will be combined in the Treasurer’s monthly report to the Board, and an annual accounting will be reported at the FBCL Annual Meeting.
C. Modifications: Changes in investment and funding strategies may be attained through a majority vote of the FBCL Board of Directors, with the exception that a provision for utilizing the principal of the Fund or authorizing the dissolution of the Fund must be approved by a 2/3 vote of the directors, provided all such provisions shall have been submitted in writing to the Secretary and read at a previous regular meeting of the Board.
D. Expenditures: Expenditure of income generated by the Fund will be approved by the FBCL Board of Directors. The Directors shall not approve an allocation of such funds which would result in reducing the operating budget of the Brown County Library system. No FBCL Member or Director shall receive remuneration for acting on the Fund’s behalf. Normal operating expenses, including expenses of solicitation, shall be borne not by the Fund, but by the FBCL treasury.
E. Perpetuity: In the event FBCL becomes inactive, the FBCL Endowment Fund shall be perpetuated by a Board of Directors elected from the general membership for that purpose, and which shall report annually to the Brown County Library Board of Directors.
ARTICLE VII. CORPORATE SEAL
The seal of the corporation shall be circular in form and shall have inscribed thereon the name of the corporation, the words "STATE OF WISCONSIN' and "Corporate Seal."
ARTICLE VIII. FISCAL YEAR
The fiscal year of FBCL shall begin on January 1 and end on December 31.
These by-laws may be amended at any regular or special meeting of the FBCL Board of Directors by a 2/3 vote of the directors, provided all such amendments shall have been submitted in writing to the Secretary and read at a previous regular meeting or distributed to the directors not less than one month prior to said meeting.
ARTICLE IX. DISSOLUTION CLAUSE
Refer to Articles of Incorporation, paragraph nine (9).
ARTICLE X. PARLIAMENTARY AUTHORITY
The rules contained in the current issue of Robert's Rules of Order, Newly Revised shall govern this organization in all cases to which they are applicable, and in which they are not inconsistent with these by-laws. |
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