Bylaws of Friends of the Siuslaw Public Library District, Inc.

Amended Bylaws approved November 17, 2023

Article I

Purpose

This organization shall be organized and operated exclusively for charitable, literary, and educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of this corporation shall be to engage in lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions) and Section 501(c)(3) of the Internal Revenue Code (or its corresponding future provisions).

The corporation’s primary purpose shall be to partner with the Siuslaw Public Library District through advocacy and fundraising.

ARTICLE II

Definition of Terms

Annual Business Meeting – Annual Corporation Meeting Board – Board of Directors of the corporation

Fiscal Year – Runs from January 1 through December 31 of any year Friends – Friends of the Siuslaw Public Library, located in Florence, Oregon

Library – Siuslaw Public Library District Majority – Fifty percent plus one (50% + 1)

Member – A single payer of annual membership dues

Quorum – Minimum required attendees

ARTICLE III

Members

1)    Membership shall be open to all individuals interested in supporting the Library and who have paid their dues. Dues shall be determined by the             Board of Directors and shall be due as of January 31st each year, for the calendar year period from January 1 through December 31.

2)    Each member over the age of 18 shall be entitled to one vote on any matter brought to a vote at a meeting.

ARTICLE IV

Board of Directors

1)    Duties and Composition

a)    The business and the property of the corporation shall be managed and controlled by a Board of Directors.

b)    The Board shall be comprised of seven to nine (7-9) directors including officers (president, vice president, secretary, treasurer),                       immediate past president, and two to four (2-4) members-at-large.

c)    All Directors of the Board must be current members of the Friends of the Siuslaw Public Library.

d)    The Director of the Library shall be an ex-officio Board member, without voting rights.

2)    The Board shall have the power and authority to:

a)  Make rules not inconsistent with the laws of the state of Oregon and the Bylaws of this corporation for the guidance of officers of the                 corporation and for the transaction of the corporation’s business.

b)  Call all meetings of the membership when deemed advisable.

c)  Exercise all powers necessary for the transaction of the corporation’s business.

3)    The corporation’s fiscal year ends on December 31.

4)    The Board shall appoint a financial reviewer, not a member of the Board of Directors, each December to review the treasurer’s records. The                 reviewer's report will be presented at the Annual Business Meeting.

5)    Election of Board of Directors

a)  Nominations for the Officers and two members-at-large shall be presented to the membership at the Annual Business Meeting.

b)  Officers and members-at-large shall be elected by a majority vote of the members present at the Annual Business Meeting.

c)  Officers shall be elected to serve for a period of one year. No person shall serve more than two (2) consecutive terms in the same office             except in the case of that person having been appointed to fill a vacancy. (See Section 7 Vacancies below)

d)  Two of the members-at-large shall be elected in alternate years.

e)  Members-at-large shall be elected to serve for two years. No member-at-large shall serve more than two (2) consecutive terms, except in the case of that person having been appointed to fill a vacancy. (See Section 7 Vacancies below)

6)    Removal

a)  Any Board member may be removed, for cause, by a majority vote of the Directors at a Special Board Meeting called for that purpose.               Termination date will be set at the discretion of the board. The Board shall give the member notice of the termination by first class mail or         certified mail of and the reason for the termination within seven (7) days of the vote.

b)  A Board member shall be automatically removed if the member has three unexcused absences in one calendar year as determined by the         President.

c)  The affected board member shall have the opportunity to appeal the decision within 90 days of the vote through either or both of the                 following methods:

i)    The affected board member may appeal to the Board of Directors by requesting a Special Board Meeting from the President or Vice        President within 15 days of receiving notice of the termination. The Special Board Meeting shall be set at a time of mutual                      convenience to the affected member and remainder of the board, with reasonable expediency to avoid expiration of the appeals              period.

ii)   The affected member, within 15 days of receiving notice of the termination, may request from the President or Vice President to be          heard by a meeting of the membership. The Special Membership Meeting shall be set at a time of mutual convenience to the                  affected member and remainder of the board, with reasonable expediency to avoid expiration of the appeals period, but shall allow         at least 15 days notice to the general membership.

7)    Vacancies

a)  Whenever any vacancy occurs on the Board of Directors, the vacancy shall be filled at the next Regular Board meeting.

b)  The new Director shall be elected by a majority vote of the members present.

c)  The Director so elected to fill the vacancy shall serve until the next regularly scheduled Annual Business Meeting.

d)  If the person elected to an Officer’s position has served less than six months of the one-year term, the appointee will be eligible to run for         the office for two more one-year terms.

e)  If the person elected to a member-at-large position has served less than one full year of the two-year term to which the appointee was             appointed, the appointee will be eligible to run for the member-at-large position for two more two-year terms.

8)    Action by Consent

a)  Any action required or permitted by law to be taken at a meeting of the Board may be taken without a meeting if a consent in writing,               setting forth the action to be taken or so taken, shall be signed by all the Directors.

b)  Written communication includes any communication that is transmitted or received by electronic means. Signing includes an electronic                signature that is executed or adopted by a Director with the intent to sign.

9)    Quorum

a)  A majority of the Board of Directors shall constitute a quorum necessary for the transaction of any and all business of the corporation at all       meetings.

b)  If there shall be in attendance at any meeting of the Board of Directors a lesser number than a quorum, that number may adjourn the               meeting to another day, at which time of adjournment those present shall give each of the absent members at least one day’s notice.

ARTICLE V

Meetings

1)    Regular Board Meetings

a)  The Board of Directors shall meet monthly at a time and place determined by the Board.

b)  Regular Board Meetings shall be held to conduct the routine business of the organization, to solicit input from interested members of the           organization, to plan upcoming events, and to disseminate timely information to interested members.

c)  All Regular Board Meetings are open to the membership and the public. All present are encouraged to participate and express their views on       the items under discussion.

d)  Only Board members are allowed to make motions and second motions at Board meetings.

e)  The January Regular Board Meeting will be held in conjunction with the Annual Business Meeting. The presiding officer shall make it clear           when they are polling the general membership for input and when they are conducting a formal vote by the membership.

f)   Any Regular or Special meetings of the Board of Directors may be held by telephone, telecommunications, or electronic means, if all                 Directors can hear or read each other’s communications during the meeting. A Board member is considered present at a meeting if                   participating in the meeting in real-time, either in- person or through electronic means.

2)    Annual Business Meetings

a)  The annual business meeting shall be held at the January Regular Board Meeting, or as soon as practical.

b)  Business at this meeting shall include:

i)    Elections of Directors and Officers.

ii)   Presentation of financial review.

3)    Special Membership Meetings

a)  Special meetings of the members may be called only by the president or a designated alternate. A brief statement of the objective(s) of             such Special Membership Meeting shall be included in the notice.

4)    Notice of Meetings

a)  Notice of all meetings of members shall be posted in the Library at least ten (10) business days prior to the proposed meeting, posted               prominently on the Library website, and sent to members by electronic notification.

5)    Quorum & Voting

a)  At any meeting of the membership, all members present shall constitute a quorum of the membership for all purposes.

b)  Each member present shall be entitled to one vote.

c)  There shall be no voting by proxy.

6)    Special Board Meetings

a)  Special meetings of the Board of Directors only may be called by the President of the corporation, or by twenty percent of the Directors

     then in office, at any reasonable time by giving to each Director notice of at least two (2) days before the date of the meeting.

b)  Other parties may attend by invitation.

ARTICLE VI

Officers

1)    Titles

a)  The Officers of this corporation shall consist of President, Vice-President, Secretary, and Treasurer.

b)  The Director of the Siuslaw Public Library District shall be an ex-officio Board member and consultant to the organization.

2)    Duties of Officers

a)  President

i)    Shall be the principal executive officer of the corporation and shall be the chairperson of the Board of Directors and shall preside over all meetings.

ii)   Shall, subject to the control of the Directors, supervise and control all the business affairs of the corporation.

iii)  Shall sign, with the Secretary or any other officer of the corporation, deeds, mortgages, bonds, contracts, or other instruments which the Directors have authorized to be executed.

b)  Vice-President shall assume the duties of the President in the President’s absence and assist the President when requested.

c)  Secretary

i)    Shall keep the minutes of all meetings of the membership and the Board of Directors, and file one copy of said minutes in the corporation’s permanent file before the next Regular Board Meeting.

ii)   Shall distribute a copy of these minutes to the Board of Directors and make a copy available to members before the next Board meeting.

iii)  Shall see that notices are duly given, be custodian of the corporation records and corporate seal, and perform other administrative duties assigned to the Secretary by the Board of Directors.

iv)  Upon expiration of the term of office, the Secretary shall deliver all corporation books, records, and files to the newly elected Secretary.

d)  Treasurer

i)    Shall give and receive receipts for monies due and payable to the corporation or paid by the corporation, deposit monies in the bank, provide monthly financial reports to the Board, and, in general, perform the duties incident to the office of Treasurer.

ii)   Upon expiration of the term of office, the Treasurer shall deliver all corporation books, records, and files to the newly elected Treasurer.

iii)  Shall prepare records for the annual financial review and provide them to the board appointed reviewer.

3)    Director Indemnification

a)  Each director is required, individually and collectively, to act in good faith, with reasonable and prudent care, and in the best interest of the       organization. If a director acts in good faith and in a manner that is reasonably in line with the best interests of the organization as                   determined by a reasonably prudent person situated in similar circumstances, then they shall be immune from liability arising from official         acts on behalf of the organization. Directors who fail to comply with this section of these Bylaws shall be personally liable to the                       organization for any improper acts and as otherwise described in these Bylaws.

ARTICLE VII

Committees

1)    Committees, either standing or ad hoc, may be established by the Board of Directors as the need arises.

2)    All committees should have at least one Board member.

ARTICLE VIII

Amendment of Bylaws

The Bylaws may be amended, modified, or repealed and new Bylaws may be adopted by a majority vote of the members present at any Annual Business Meeting or Special Membership Meeting provided the proposed amendment shall have been posted in a conspicuous place in the library at least two (2) weeks before said meeting, posted to the library website, and forwarded to all members by electronic means.