Friends Bylaws

Article I, Name and Purpose

Section 1.
The name of this organization, hereafter referred to simply as "Friends of the Library", shall be Friends of the Adams County Library System, Inc.

Section 2.
The purpose of this organization shall be:

  • to encourage membership and to maintain an association of people interested in library development,.
  • to organize fund raising projects to provide funds for the ACLS and to operate a Library Store
  • to support state library and friends of the library organizations in achieving improved library services throughout Pennsylvania

Section 3
The following is organizational language required by the IRS for affiliation with Pennsylvania Citizens for Better Libraries, the State Friends Organization:

"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 II, Membership, Dues, and Fiscal Year

Section 1.
Membership in the Friends of the Library shall be effected by the payment of annual dues. There shall also be an annual endowment option.  Any change in the minimum value for such dues or endowment option shall be by recommended by the Executive Committee, for approval at the annual meeting. Membership classes and suggested membership dues in excess of the minimum will be determined by the Executive Committee.

Section 2.
The Fiscal Year and the membership year shall be the calendar year. Membership dues or endowment options paid after October 31 will be counted as a paid membership for the year following.

Article III, Officers - Their Election and Duties

Section 1.
A. The officers shall be a president, vice-president, recording secretary, corresponding secretary, treasurer and historian. They shall be elected for two year terms.

B. Officers shall be elected at the annual meeting: the president, corresponding secretary and historian in odd numbered years; the recording secretary, vice-president and treasurer in the even numbered years. Odd or even is determined by the year prior to the first year of service.

C. A nominating committee shall be appointed by the president with the approval of the Executive Committee at least one month prior to the annual meeting.

D. An announcement of elections shall be made to the membership by August 1. Persons wishing to be considered for one of the offices must express such a desire to the President, in writing, by September 15. No nominations will be accepted from the floor at the annual meeting.

E. In the event that there is more than one person seeking a single office, a notice of such an event will be given to the membership by November 1. This notice will also include a proxy form for absentee voting.

Section 2.
A. President - Shall preside at all meetings and appoint all standing and special committees. Shall perform all duties usually pertaining to the office of president and shall have the power, with the approval of the Executive Committee, to fill all elected vacancies for the remainder of the unexpired terms.

B. Vice-President - Shall assist the president and, in the absence of the president, shall perform the duties of the president. Shall also serve as program chairperson for the annual meeting.

C. Recording Secretary - Shall keep correct minutes of the proceedings of all meetings and shall be the custodian of all records excepting such as are specifically assigned to others.

D. Corresponding Secretary - Shall conduct the correspondence of the organization.

E. Treasurer - Shall receive all dues and be the custodian of all moneys of the organization. Shall deposit all moneys in a responsible manner and shall pay by check all bills authorized by the Executive Committee. Shall submit a report at each duly constituted meeting.

F. Historian - Shall keep a record of all published material in permanent form.

Article IV, Committees

Section 1.
The Executive Committee shall consist of the elected officers and the chairpersons of the standing committees (or their designated alternates). The immediate past president, the President of the Board of Trustees of the Library (or a designated representative) and the Library Director (or a designated representative) shall be non-voting members. The Executive Committee shall have the power to transact all business arising between annual meetings of the organization.

Section 2.
The standing committees shall be membership, publicity, volunteers, newsletter and the library store.

Section 3.
The special committees shall be Auditing, Nominating and any other approved by the Executive Committee. The chairpersons of such committees shall attend meetings of the Executive Committee as appropriate.

Article V, Meetings

Section 1.
A. The Annual Membership Meeting shall be held in November.
B. A quorum shall consist of any number present after due notice of the meeting has been given.
C. A two-thirds majority of the members present at any annual meeting shall be required to pass a resolution.

Section 2.
A. 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.
B. A quorum shall consist of a majority (7) of the membership of the Executive Committee.
C. Assuming a quorum is present, a majority of those present is sufficient to pass any motion.

Article VI, Finances

Section 1.
All income of the Friends of the Library, excluding operating expenses, shall be used for the benefit of the library.

Section 2.
The treasurer's books shall be audited or reviewed by a CPA or Public Accountant as required by State Registration. At the Annual Meeting the CPA's report would be available for anyone to read. Also at this meeting the treasurer shall give a brief summary of the audited report in addition to a current year-to-date report.

Article VII, Procedure for Amending By-Laws

By-laws may be amended by a two-thirds vote of those present and voting at the Annual Membership Meeting of the Friends of the Library, provided that notice of the proposed amendments shall be given to all members at least one week before the meeting, by mail or by press.

Article VIII, Parliamentary Authority

All procedures, duties etc., not covered directly in these By-laws shall follow the form prescribed in Robert's' Rules of Order.

(updated 11/23/05)