ARTICLE I - Name
The name of this organization, hereafter referred to simply as "Friends", shall be Friends of the Littlestown Library.
ARTICLE II - Purpose
The purpose of this organization shall be:
- to maintain an association of people interested in the Littlestown Library and its activities;
- to organize fund raising projects to provide funds for the Littlestown Library;
- to stimulate gifts, endowments and bequests to the Littlestown Library;
- to support state library and friends of the library organizations in achieving improved library services throughout Pennsylvania;
- to be an affiliate organization of Pennsylvania Citizens for Better Libraries.
This corporation is organized and operated exclusively for charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.
No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons. 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 corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
Upon winding up and dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to a non-profit fund, foundation, or corporation which is organized and operated exclusively for charitable, educational, religious, and/or scientific purposes and which has established its tax exempt status under section 501(c)(3) of the Internal Revenue Code.
ARTICLE III - Membership
Membership in the Friends shall be open to all individuals in sympathy with its purposes and to representatives of organizations and clubs that support its goals. Annual dues shall be recommended by the Executive Committee and approved by the membership at the annual meeting.
The Fiscal Year shall be the calendar year.
ARTICLE IV – Officers, their Election and Duties
Section 1.
The Ad Hoc committee to organize the Friends will elect interim officers to serve until the first annual meeting, at which time officers will be elected by the membership.
Section 2.
- The officers shall be a president, vice-president, secretary, and treasurer. They shall be elected for two year terms at the annual meeting in the odd calendar year.
- A nominating committee of at least three members shall be appointed by the president with the approval of the Executive Committee at least two months prior to the annual meeting in the odd calendar year. The Nominating Committee will present at least one candidate for each office.
- An announcement of elections including the nominations presented by the nominating committee shall be submitted in writing to the membership with the invitation to the annual meeting in the odd calendar year. Nominations will be accepted from the floor at the meeting, provided the nominees have consented to serve if elected.
- In the event that there is but one nominee for each office, the secretary may cast the nominated slate to be the elected slate. The officers shall be elected by a majority vote of those present at the meeting.
- Vacancies in any office shall be filled by the Executive Committee for the period of time until the next annual meeting, at which time election will be held to complete the unexpired term or for the next two-year term of office. To fill an unexpired term, the previous Nominating Committee will be reactivated to present at least one candidate.
Section 3.
- President - Shall preside at all meetings, appoint all standing and special committees (with the approval of the Executive Committee), and serve as an ex-officio member of all committees except the nominating committee.
- Vice-President - Shall assist the president, perform the duties of the president in the absence of the president, serve as program chairperson for the annual meeting, and serve as liaison to the Adams County Library System.
- Secretary - Shall keep minutes of the proceedings of all meetings, including attendance, maintain the membership list and notify members of meetings, be the custodian of records, and conduct the correspondence of the organization.
- Treasurer - Shall receive all funds and deposit all moneys in accounts approved by the Executive Committee, keep financial records, make reports to each meeting of the Executive Committee and the annual meeting, and prepare the annual report for review and submission to the Pennsylvania Citizens for Better Libraries.
ARTICLE V – Executive Committee
Section 1.
The executive Committee shall consist of the elected officers and the chairpersons of the standing committees. The immediate past president, the Littlestown Borough Manager, the Director of the Adams County Library System, and the Library Director shall be non-voting members. The Executive Committee shall have the authority to transact all business arising between annual meetings of the organization.
Section 2.
The standing committees shall be Fundraising, Membership, and Communications.
Section 3.
Special committees shall include Auditing, Nominating and any others approved by the Executive Committee. The chairpersons of such committees shall attend meetings of the Executive Committee as appropriate.
ARTICLE VI – Meetings
Section 1.
- The annual Membership Meeting shall be held in November.
- A quorum shall consist of those members present.
- Special meetings may be called by the president or at the request of five members; written notice of a special meeting must be given at least two weeks prior to the meeting date.
Section 2.
- The Executive Committee shall meet before each Annual Meeting and at other times by call of the president after notification of all Executive Committee members. Special meetings may be called at the request of three members of the Executive Committee, with written notice given to all Committee members at least two weeks in advance of the meeting date.
- A quorum shall consist of a majority of the membership of the Executive Committee.
- A majority vote of the quorum is sufficient to conduct the business of the Committee.
ARTICLE VII – Funds and Liability
Section 1.
All income of the Friends, excluding operating expenses, shall be used for the benefit of the library. Funds may be disbursed by the Treasurer upon authorization of the President between meetings of the Executive Committee for amounts up to $250.00. Amounts in excess of $250.00 must be approved by two-thirds of the Executive Committee. Neither the officers nor the Executive Committee shall have authority to borrow money or incur indebtedness or liability in the name of or on behalf of the Friends unless approved by a two-thirds vote of the members at an annual or special membership meeting.
Section 2.
No personal liability shall attach to any member of this organization in connection with any of its undertakings. The organization's liabilities shall be limited to its common funds and assets unless approved as described in Section 1 above.
ARTICLE VIII – Amendments
By-laws may be amended by a two-thirds vote of those present and voting at the Annual Membership Meeting of the Friends, provided that notice of the proposed amendments shall be given to all members at least two weeks prior to the meeting.
ARTICLE VIII – Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Friends in all cases to which they are applicable and in which they are not inconsistent with these bylaws.