Bylaws of the Friends of the Ocala Public Library, Inc.
Article I – Name
The name of this 501(C) (3) not-for-profit organization shall be the Friends of the Ocala Public Library, Inc.
Article II – Purpose
The mission of the Friends of the Ocala Public Library, Inc. is to promote and develop the public library in Ocala by enhancing community awareness, understanding, and use of the library in cooperation with the Library Director through supplemental financial assistance and voluntary support.
Article III – Membership
Section 1. Eligibility
Membership shall be open to individuals, organizations and businesses in agreement with the purpose of the Friends of the Ocala Public Library, Inc.
Section 2. Dues
Annual membership shall be from January 1st to December 31st. The Board of Directors determines dues and categories of membership. Dues paid after October 1st shall be considered dues for the following calendar year. Any member who fails to pay annual dues will be deleted from the membership roll.
Section 3. Votes
Individual members shall be entitled to one vote. Each family membership shall be entitled to two votes per family. Member organizations shall be entitled to one vote.
Article IV – Board of Directors
Section 1. – General Powers
The Board of Directors shall have the general management and control of the business and affairs of the corporation and shall exercise all the powers that may be authorized by the corporation under the statues of the State of Florida, the certificate of incorporation, and these Bylaws.
Section 2. – Composition
The Board of Directors shall consist of sixteen (16) directors of the corporation. From these directors, four officers shall be elected. In addition, the immediate past president shall serve as ex-officio member (1) of the Board of Directors. The Library Director shall serve as liaison to the Board of Directors.
Section 3. – Vacancies
Vacancies on the Board of Directors by reason of death, resignation or other causes shall be filled by appointment by the President, with advice and consent of the remaining members of the Board. Such appointed members of the Board shall serve only until the first annual election following the appointment.
Section 4. – Board Meetings
The Board of Directors shall meet at least monthly, except July and December, at a time, date and place determined by the Board. Special meetings of the Board of Directors shall be called by the President at his or her discretion, or at the request of any five (5) members. The request for a special meeting must include in writing, an agenda enumerating items to be discussed. The agenda shall be submitted to board members at least 24 hours in advance of the special meeting. The special meeting shall occur within 14 days of notification.
Section 5. – Quorum
Nine (9) voting members shall constitute a quorum of the Board.
Section 6. – Nominating Committee
At the June meeting of the Board of Directors the President shall appoint a nominating committee of three members. At least one member of the committee shall not be a member of the Board of Directors, but shall be a member in good standing of the Friends of the Ocala Public Library, Inc. The appointed members of the committee shall designate the chair. This committee shall select one nominee for each office and any of the director positions that are open. Consent to present their names will have been received from the nominees. Nominees must be members in good standing of the Friends of the Ocala Public Library, Inc. Such nominations shall be submitted to the Board of Directors no later than the August meeting, and to the membership at the annual meeting, at which time additional nominations may be made from the floor.
Section 7. – Authority
No committee, officer or member of this organization shall have any authority to make any contract, or incur any indebtedness, obligation, or liability in the name of, or on behalf of, this organization, without the authority and approval of the Board of Directors except as hereinafter stated which authority and approval shall be recorded in the minutes of the Board.
Section 8. – Reports
At each meeting of the Board of Directors, the minutes of the last meeting shall be read if they were not previously received in the mail, and a Treasurer’s report given.
Section 9. – Attendance
The Directors are expected to attend all Board of Director meetings and shall serve on Standing Committees either as chairman or as a committee member. A Board member who fails to attend three consecutive Board meetings, without Board approval, shall be removed from the Board roster.
Section 10. – Duration of Term
The term for each voting director shall be three (3) years. Each director’s term shall begin immediately following the annual meeting and with approval of the membership. Each director’s term shall expire after the annual meeting of his or her third year of service. Upon serving two consecutive terms a director shall be required to wait one year before becoming eligible to be re-elected to the Board. (Terms of service for current board members will be reaffirmed as of May, 2010. Board members who joined the Board prior to 2007 will be considered to be beginning their second term. Those members who joined the Board during or after 2007 will be considered as beginning their first three-year term. This section will be dropped in 2016.)
Article V – Officers
Section 1. – Composition
The officers of this corporation shall consist of a President, a Vice President, a Secretary and a Treasurer. Officers shall serve until their respective successors are elected and duly qualified. Any individual member who has demonstrated an interest in promoting and developing the Ocala Public Library and has paid yearly dues is considered duly qualified to hold office. Term of office shall begin immediately following the Annual Meeting.
Section 2. – Duration of Term
Officers will be elected for a one year term. No officer may serve more than four consecutive full or partial one-year terms in that office. In the event of an officer’s resignation the President shall appoint with Board approval a replacement who shall serve until the next election.
Section 3. – Officer Elections
Officers shall be elected at the annual meeting. A majority, a quorum being present, is necessary to elect. In the event there is only one nominee for each office, election may be by a show of hands. A nomination from the floor requires a ballot for that office.
Section 4. – President
The President shall preside at all meetings of the Board of Directors and membership meetings and shall have general charge of, and control over, the affairs of the corporation, subject to the Board of Directors. The President shall appoint chairpersons of standing and ad-hoc committees, and shall carry out all other duties as designated in the Friends of the Ocala Public Library, Inc. Bylaws.
Section 5. – Vice President
The Vice President shall be considered the executive assistant to the President, and shall perform such duties as may be assigned by the President. In case of the death, disability, or absence of the President, the Vice-President shall perform and be vested with all the duties and powers of the President.
Section 6. – Secretary
The Secretary shall: (1) record and keep minutes of the proceedings of the Annual Meeting, meetings of the Board of Directors and special meetings of the membership where business is conducted; (2) provide copies of the minutes of the previous meeting for the Board of Directors and keep on file all committee reports and maintain the corporate records; (3) keep on file all committe reports and maintain the corporate records; (4) give notice of each meeting as required by the business of this organization; (5) be in charge of any correspondence deemed necessary for the business of the corporation.
Section 7. – Treasurer
The treasurer shall: (1) present monthly financial reports to the Board and prepare a report for the Annual Meeting; (2) keep an account of all money received by the organization, and deposit the same in institutions designated by the Board; (3) pay bills in accordance with the budget or upon approval of the Board; (4) act as Chair of the budget committe and prepare and submit the budget for approval; (5) prepare records that will allow for a quarterly and yearly review by a committee as described in Financial Policies and Procedures document adopted in August 2010 and and oversee the timely filing of the annual tax return and other required federal and state documents.
Article VI – Standing Committees
Section 1. – Standing Committees
The standing committees shall be: Book Market, Budget, Hospitality, Membership, Programs, Public Relations, Scholarship, Historian, Investment and others deemed necessary or advisable.
Section 2. – Selection
The chairman of each Standing Committee shall be selected by the president and notified of his/her appointment within fifteen days after the annual meeting. The chairman shall in turn select the membership of each Standing Committee.
Section 3. – Tenure
The chairmen shall serve until their respective successors are appointed.
Article VII – Meetings
Section 1. – Meetings
The Annual Meeting of the membership of this corporation shall be held in October of each year at a time and place specified by the Board of Directors. The Annual Meeting will reflect the fiscal year. Notification of such meeting shall be mailed to each member not less than ten days prior thereto. Reports of officers and committees may be printed and distributed at the annual meeting.
Section 2. – Special Meetings – General Membership
Special Meetings may be called by the Board of Directors for any time, or shall be called upon signed request of not less than 20% of the dues-paying general membership. The request for a special meeting must include an attached agenda enumerating items to be discussed. The president shall set the date for the special meeting not more than 30 days from the date of the request. No business other than that specified in the agenda shall be conducted in a special meeting.
Section 3. – Quorum
Ten percent (10%) of members shall constitute a quorum for the transaction of business at any meeting of the general membership. Proxies may be utilized
Section 4. – Officer Elections
A majority, a quorum being present in person or by proxy, is necessary to elect. In the event there is only one nominee for each office, election may be by a show of hands. A nomination from the floor requires a ballot for that office.
Article VIII – Dissolution
Upon the dissolution of this corporation, the assets remaining after payment or provision for payment of all debts or liabilities of the corporation shall be distributed to a non-profit fund, foundation or corporation which is organized or operated exclusively for charitable or educational purposes and which has established its tax exempt status under 501(C) (3) of the Internal Revenue Code of 1954 or corresponding provisions of any subsequent federal tax laws.
Article IX – Parliamentary Rules
Robert’s Rules of Order, Newly Revised, when not in conflict with the Bylaws, shall govern the proceedings of this organization.
Article X – Fiscal Year
The fiscal year shall run from October 1st to September 30th.
Article XI – Amendments
These Bylaws may be amended at a general membership meeting of the organization by a two-thirds vote, a quorum being present in person or by proxy, provided at least ten days previous notice of the proposed change has been given the membership.