Ocean Shores Friends of the Library
By-Laws
Adopted 12 February 2007
ARTICLE I-NAME
The name of the organization shall be OCEAN SHORES FRIENDS OF THE LIBRARY (FOL).
ARTICLE 2-PURPOSE
The purpose of the organization shall be as follows:
a) to support the Ocean Shores Public Library (OSPL) in providing library services and facilities
b) to be an advocate for the OSPL by focusing attention on its resources and services, and its benefits to the community
c) to be an advocate for the OSPL by focusing attention on its needs and by raising funds to help meet those needs
d) to encourage literacy in and access to all forms of information
e) to support freedom of information as expressed in the American Library Association Bill of Rights.
ARTICLE 3-MEMBERSHIP
a) Membership in this organization shall be open to all individuals and associations
b) A member is anyone who has paid the dues for the current year, or is a lifetime member
c) Each member shall be entitled to one vote.
ARTICLE 4-OFFICERS
The officers of this organization shall be a president, vice-president, treasurer, and secretary. The officers, together with three elected at-large members, shall constitute an Executive Committee.
ARTICLE 5-DUTIES OF THE OFFICERS
a) The President shall preside over and conduct meetings, appoint committees and serve as an ex-officio member on any committee, except the Nominating Committee. The President shall prepare an agenda for each meeting. The agenda shall be filed in the organization's permanent file, and a copy shall be posted in a place accessible to the membership.
b) The Vice-President shall perform the duties of the President when the President is absent.
c) The Treasurer shall prepare a yearly budget, maintain bank accounts and financial records, and report to the membership on the financial status of the organization. A copy of the Treasurer's records and reports shall be filed in the organization's permanent file, and a copy shall be posted in a place accessible to the membership.
d) The Secretary shall record attendance and take minutes at all meetings. A copy of these records shall be filed in the organization's permanent file, and a copy of these records shall be posted in a place accessible to the membership.
ARTICLE 6-TERMS OF OFFICE
a) Officers shall serve two year terms.
b) The terms of office of the President and the Secretary shall rotate with those of the Vice-President and the Treasurer.
c) The rotation of terms of office shall commence with the election held in November 2007 when the election of President and Secretary shall be for a two year term and the election of Vice-President and Treasurer for a one-year term. Subsequently, all officers shall be elected for a two-year term of office.
d) At-large members to the Executive Committee shall serve for one year terms of office.
e) Vacancies in offices shall be filled by the Executive Committee.
ARTICLE 7-ELECTIONS
a) The Nominating Committee shall present a slate of candidates for office each year, at the October General Membership Meeting. Nominations from the floor shall be accepted at the meeting and then nominations shall be closed.
b) The election of officers shall be held at the November General Membership Meeting.
ARTICLE 8-MEETINGS
a) General Membership Meetings shall be held in October and November and at such other times as decided by a vote of the membership.
b) The place and time of General Membership Meetings shall be determined by a vote of the membership.
c) A Special Meeting may be called by The Executive Committee or any five members by posting notice of the meeting in the library 5 days before the special meeting is to be held and notifying members who attended the last three General Membership Meetings in writing or by telephone.
d) A quorum at a General Membership or Special Meeting shall be 10 members.
ARTICLE 9-EXECUTIVE COMMITTEE
The Executive Committee may recommend adoption of policies and procedures to the membership and may execute policies and procedures as mandated by a vote of the membership.
ARTICLE 10-POLICIES
General policies and procedures of the organization may be adopted by the vote of the general membership at any meeting. Policies which have been adopted shall be committed to writing and shall be filed in the organization's permanent file, and a copy shall be posted in a place accessible to the membership. The membership shall adopt policies concerning the duration of the fiscal year, the amount of the yearly dues, the audit of the Treasurer's records and other matters as deemed necessary.
ARTICLE 11-COMMITTEES
Committees may be formed by a vote of the membership or by the Executive Committee and may consist of one or more members. Members of committees may be appointed by the President. Each year there shall be a standing committee appointed to fulfill the duties of corresponding secretary. Other standing committees may include a policy committee, a historian committee, an auditing committee etc. as shall be deemed necessary.
ARTICLE 12--AMENDMENTS OF THE BYLAWS
The Bylaws may be amended by a vote of the membership at any meeting, provided that the proposed amendment was presented at the last General Membership Meeting.
ARTICLE 13-DISSOLUTION
If the membership votes to dissolve FOL, the debts of the organization shall be satisfied first, and the remaining assets shall be transferred to the Ocean Shores Public Library Board of Trustees, unless distribution of the assets to a 501(c)3 organization within the community of Ocean Shores is adopted by a majority of those voting at a general membership meeting.
ARTICLE 14-LIABILITY
a) Entitlement. Each director or officer now or hereafter
serving the association, and each person who at the request of or on behalf of the association is now serving or hereafter serves as a director or officer of any other organization, and the respective heirs, executors and administrators of each of them shall be indemnified by the association to the fullest extent provided by law against all judgments, penalties, fines, settlements and liabilities, including against all judgments, penalties, fines, settlements and liabilities, including reasonable expenses actually incurred by or imposed upon such person in connection with or resulting from any action, suit, or proceedings, civil or criminal, actual or threatened in which they are or may be made a party by reason of being or having been such director or officer or by reason of any action alleged to have been taken or omitted by them as such director or officer, whether or not they are a director or officer at the time of incurring such judgments, penalties, fines, settlements and liabilities and reasonable expenses actually incurred in connection with such proceedings; PROVIDED no indemnification shall be made by the association unless authorized in the specific case after determination that indemnification is permissible. Such determination shall be made in accordance with the statutory law of the State of Washington applicable to such determinations.
Termination of any proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere or its equivalent, shall not, of itself be determinative that the person did not meet the requisite standard of conduct set forth.
b) Exception. Notwithstanding a) above, no director or officer shall be indemnified from any acts or omissions of such director or officer finally adjudged to be intentional misconduct or a knowing violation of law or from or on account of any transaction with respect to which it was finally adjudged that such director officer personally received a benefit in money, property or services to which the director or officer was not legally entitled.
b) Insurance. The Board of Directors may obtain insurance
on behalf of any person who is or was a director, officer, employee or agent against any liability arising out of their status as such, whether or not the association would have the power to indemnify them against such liability.
c) Expenses. Reasonable expenses incurred by a director or officer in connection proceedings to which section a) above permits indemnification shall be paid by the association. Expenses shall include attorney's fees, expert witness fees, litigation and discovery costs, investigation expenses and such other costs as shall be determined by the Board of Directors to be appropriate and necessary to the proceedings.
Reasonable expenses may be paid in advance of or following the final disposition of such proceedings. Prior to advance of expenses the director or officer involved in such proceedings shall undertake, in writing to repay the advances if it is (a) ultimately determined the person did not meet the standards for indemnification and (b) must affirm his or her good faith belief that he or she met the appropriate standard of conduct as outlined above.
