Friends of Windsor Library

Article I-Name

The name of the organization shall be Friends of Windsor Library.

Article II-Purpose

Section 1. The purpose of the organization shall be to maintain an unincorporated association of persons interested in the Windsor Library; to focus public attention on resources and services; to receive and encourage gifts, endowments, and bequests to the Library; to design and manage fundraising activities in support of special library purchases; to support and cooperate with the Library in developing library services and facilities for the community; and to support the freedom to read as expressed in the American Library Association Bill of Rights.

Section 2. No part of the net earnings of the association shall inure to the benefit of, or be distributable to, its members, trustees, officers or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clauses (Article, II, Sections 1 and 3) hereof. 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 this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Section 3. The organization is organized exclusively for charitable, religious, educational, and/or scientific purposes under section 501(c)(3) of the Internal Revenue Code.

Article III-Membership

Section 1. Members-Membership in the organization shall be open to any individual, association, organization, or corporation interested in the purposes of the organization. The membership year runs from May 1 through April 30. Dues received between May 1 and December 31 will be for the current membership year. Dues received between January 1 and April 30 will be for the coming membership year. At the member's option, the member may pay additional dues between January 1 and April 30 in order to be a member in good standing for the current year.

Section 2. Dues and classifications-Membership dues shall be as set, from time to time, by the Board of Directors.

Section 3. Voting privileges-Each individual member and a representative of each association, organization, and corporate member, in good standing, shall be entitled to one vote on each matter brought to a vote at the annual meeting (see Article IV, Section 1 below) or at any special meeting (see Article IV, Section 2 below).

Section 4. Removal-Any member who has not paid dues for the current membership year shall forfeit all rights and privileges of membership and shall be removed from the membership rolls.

Article IV-Meetings

Section 1. Annual meeting-An annual meeting of the members shall be called each year by the Board of Directors for the purpose of reporting on the previous year's activities, reporting on plans for the current year, and electing Board members.

Section 2. Special meetings-Special meetings of the members shall be called upon the written request of one-third of the membership in good standing and shall be held within three (3) weeks of the date of receipt by the president of the Board of Directors of such a request. The president may, upon the president's discretion, and shall, upon order of the Board of Directors, call special meetings of the members.

Section 3. Notice-Written notice of annual and special meetings and the business to be transacted thereat shall be sent to each member at least 14 days in advance of the meeting, except that notice of any meeting called to consider (1) the assumption of a liability of the organization in excess of the organization's current assets less outstanding obligations, or (2) dissolution of the organization, shall be sent to each member at least 20 days in advance of such meeting.

Section 4. Board Meetings-The Board of Directors may establish a schedule of regular Board meetings (e.g., the second Thursday of each month, at 7 p.m. in the Library). Individual member notification of such meetings will not be required; however, a written notice and agenda for such meetings shall be posted at the Library and/or on the Library website, not less than seven (7) days prior to the meeting.

Section 5. Quorum-The Board members present at any Board meeting, and the members present at any special or annual meeting shall constitute a quorum for the transaction of any business which may properly come before the meeting. The acts of a majority of the Board members present at Board meetings or the members present at annual or special meetings shall be the acts of the entire Board or of all members respectively, except that (1) the assumption of a liability by the organization in excess of the organization's current assets less outstanding obligations, or (2) dissolution of the organization shall require the approval of at least 3/4 of the members present.

Article V-Board of Directors

Section 1. Authority-The Board of Directors shall have full power to conduct, manage, and direct the business and affairs of the organization.

Section 2. Terms of office-The Board of Directors shall consist of at least five and at most 11 directors elected by a majority vote of members in good standing present at the annual meeting. In addition, the Library Director shall serve as an ex officio member of the Board of Directors. Vacancies will be filled each year as nearly as may be for term lengths which will result in 1/3 (one-third) of the existing terms expiring each year thereafter. The Board will determine the number of one-, two-, or three-year terms to be filled at each annual meeting. Board members may serve up to six consecutive years.

Section 3. Nominating committee-The president shall appoint a nominating committee composed of three members in good standing of the organization, one of whom shall be a Board member. The committee shall present nominations to the Board at a Board meeting sufficiently prior to the annual meeting that the names of those nominated to fill expired terms can be communicated to the general membership with the notice of the annual meeting. Nominations may also be made from the floor at the annual meeting. Elections shall be held at the annual meeting and new Board members shall assume their duties at the close of the annual meeting.

Section 4. Vacancies-The Board of Directors shall have the power to fill vacancies on the Board by a majority vote of the remaining members of the Board who are present at a regularly scheduled Board meeting. A Board member so elected shall serve for a term determined by the Board in accordance with the provisions of Article V, Section 2, above.

Section 5. Meetings-An annual meeting of the Board of Directors shall be held immediately following the annual meeting of the members. Special meetings of the Board of Directors may be called at the discretion of the president. Notice of the time and place of any special Board meeting shall be given to each Board member not less than 7 days before the time of such meeting. Notice of any special Board meeting shall also include the purpose of the meeting.

Section 6. Vacancies-A vacancy may be declared if a Board member fails to attend three consecutive Board meetings. Prior to declaring a vacancy, the Board must notify the member of its intentions.

Article VI-Officers

The officers of the organization shall be a president, a vice president, a secretary, a treasurer, and such other officers as the Board of Directors may appoint, all of whom shall be members of the Board. The president, vice president, secretary, and treasurer shall be elected annually by the Board from its members at the annual meeting of the Board. In addition to the power and duties set forth in these by-laws, each officer shall have such additional powers and duties as the Board may determine.

Article VII-Duties of Officers

Section 1. President-to preside over and conduct meetings of the members and the Board of Directors; to appoint committees, and to be an ex-officio member of all committees except the nominating committee.

Section 2. Vice president-to perform the duties of the president in the absence of the president and to assist the president as requested.

Section 3. Secretary-to take attendance and minutes at all meetings of the members and the Board of Directors; to maintain membership files and records; to send or post meeting notices, and to conduct the correspondence of the organization.

Section 4. Treasurer-to keep and maintain the financial records of the organization.

Article IX-Committees

Section 1. The Board of Directors may, by resolution adopted by a majority of the Board members, establish standing or ad hoc committees to include at least one member of the Board and one or more additional members of the Board or of the general membership. Each committee shall serve at the pleasure of the Board.

Section 2. The chair of each standing and ad hoc committee shall submit a report in person or in writing to each Board meeting.

Section 3. A vacancy in the chair of a standing or ad hoc committee may be declared if a chair fails during three consecutive months to fulfill the responsibility noted in Section 2 of this Article. Prior to declaring a vacancy, the Board must notify the chair of its intentions.

Article X-General Funds and Liability

Section 1. General funds shall be deposited to anaccount of the Friends of Windsor Library and shall be disbursed by the treasurer upon the authorization of the Board of Directors. Special accounts may be set up and maintained by the organization at the direction of the Board.

Section 2. An auditor appointed by the president of the Board of Directors shall audit the books of account at the end of each fiscal year, which will run from January 1 to December 31.

Section 3. To the fullest extent that the laws of the State of Vermont permit elimination or limitation of the liability of Board of Directors members, no Board member or officer shall be personally liable for monetary damages as such for any action taken or any failure to take any action as a Board member.

Section 4. Each Board member and officer of the organization and each other person denominated by the Board as so entitled shall be entitled as of right to such indemnification by the organization and to such rights and privileges related thereto or may from time to time be provided in the By-laws.

Section 5. Neither the Board of Directors nor the officers shall have any authority to borrow money or incur an indebtedness or liability, other than current expenses, in the name of or on behalf of the organization.

Section 6. No contract shall be entered into and no obligation shall be incurred beyond the amount on hand or in the bank after deducting therefrom, or providing for, the total of all unpaid accounts and unpaid obligations and liabilities.

Article XI-Amendments

These by-laws may be amended, upon recommendation of the Board of Directors, at any meeting of the members, after notification has been made to the membership at least 14 days before the meeting at which the voting is to take place. Such notification may take whatever form is deemed appropriate by the Board of Directors; however, every reasonable effort will be made to notify all members individually.

Article XII-Dissolution

In the event of the dissolution of the association, and prior to the completion thereof, all liabilities and obligations of the corporation shall be paid, satisfied, and discharged, and all of the remaining assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. No part of such remaining assets, property, or income shall be distributed to members or to any other persons whatsoever.

Bylaws adopted May 20, 2004; amended May 26, 2005.