Muenster Public Library

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By laws of Friends of the Muenster Public Library

by laws listed


 
Bylaws of

FRIENDS OF THE MUENSTER PUBLIC LIBRARY

ARTICLE I
OFFICES

SECTION I.    PRINCIPAL OFFICE

The principal office of the corporation is located in Cooke County, State of Texas.

SECTION 2.    CHANGE OF ADDRESS

The designation of the county or state of the corporation’s principal office may be changed by amendment of these Bylaws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws:
                _______________________Dated:_________20__
                _______________________Dated:_________20__
                _______________________Dated:_________20__

SECTION 3.    OTHER OFFICES

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.

ARTICLE 2-NONPROFIT PURPOSES

SECTION 1.    IRC Section 501 (C) (3) Purposes

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c) (3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code.

SECTION 2.    SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of this corporation are educational and literary. The Corporation will support and provide services for the Muenster Public Library. The Corporation will engage in fund raising activities and may sell, convey, exchange, convert, grant an option, assign, build, manage, operate, control and otherwise dispose of Corporation property pertaining to the operation of the Muenster Public Library.

ARTICLE 3-DIRECTORS

SECTION 1.  NUMBER

The Corporation shall have seven directors and collectively they shall be known as the Board of Directors.

SECTION 2.  QUALIFICATIONS

Directors shall be of the age of majority in this state. The qualifications for directors of this corporation shall be individuals who have an interest in the education and welfare of the citizens of this community, and a willingness to give of their time for the benefit of the library.

The seven directors will be nominated by the Directors of the Corporation as the need arises to fill vacancies.

SECTION 3.  POWERS

Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

SECTION 4.  DUTIES

It shall be the duty of the directors to:
(a)             Perform any and all duties imposed on them collectively or individually by law, by the Articles of  Incorporation, or by these Bylaws;
(b)             Appoint and remove, employ and discharged, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
(c)             Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
(d)             Meet at such times and places as required by these Bylaws;
(e)             Register their addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

SECTION 5.  TERM OF OFFICE

Each director shall hold office for a period of three years and until his or her successor is elected.

SECTION 6.  COMPENSATION

Directors shall serve without compensation. However, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

SECTION 7. PLACE OF MEETINGS

Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the Board of Directors.

SECTION 8.  REGULAR MEETINGS

Regular meetings of directors shall be held monthly.

At the regular meeting of directors, the directors shall be elected by the Board of Directors. Voting for the election of directors shall be by voice vote or written ballot. Each director shall cast one vote per candidate, and may vote for as many candidates as the number of candidates to be elected to the board. The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected to serve on the board. If there is only one candidate for a vacant position, confirmation or rejection may be made by voice vote.

SECTION 9.  SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President, the Vice President, the Secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.

SECTION 10. NOTICE OF MEETINGS

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or provisions of law, the following provisions shall govern the giving of notices for meetings of the board of directors:
(a)             Regular meetings. No notice need be given of any regular meeting of the board of directors.
(b)             Special Meetings. At least one week prior notice shall be given by the Secretary of the corporation to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone, or by facsimile machine, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification, the director to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty four hours of the first facsimile transmission.
(c)             Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation these Bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to that giving of such notice.

SECTION 11. QUORUM FOR MEETINGS

A quorum shall consist of four (4) of the members of the Board of directors.

Except as otherwise provided under the Articles of the Incorporation, these Bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

SECTION 12.  MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or provisions of the law require a greater percentage or different voting rules for approval of a matter by the board.

SECTION 13.  CONDUCT OF MEETINGS

Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such person has been so designated or, in his or her absence, by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting.  The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

Meetings shall be governed by Robert’s Rules of Order, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these Bylaws, or with provisions of law.

SECTION 14.  VACANCIES

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors increases.

Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time  for the effectiveness of such resignation.  No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of this state.

Directors may be removed from office, with or without cause, as permitted by and in accordance with the laws of this state.

Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the board of directors.  If the number of directors then in office is less than a quorum, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director.  A person elected to fill a vacancy on the board shall hold office until the next election of the Board of Directors or until his or her death, resignation or removal from office.

SECTION 15.  NONLIABILITY OF DIRECTORS

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

SECTION 16.  INDEMNIFICATION BY CORPORATION OF DIRECTORS AND OFFICERS

The directors and officers of the corporation shall by indemnified by the corporation to the fullest extent permissible under the laws of this state.

SECTION 17.  INSURANCE FOR CORPORATE AGENTS

Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf  of an agent of the corporation (including a director, officer, employee or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.


ARTICLE 4-OFFICERS

SECTION 1.  DESIGNATION OF OFFICERS

The officers of the corporation shall be a President, a Vice President, and Secretary/Treasurer.

SECTION 2.  QUALIFICATIONS

Any person may serve as officer of this corporation.

SECTION 3.  ELECTION AND TERM OF OFFICE

Officers shall be elected by the Board of directors, at any time, and each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

SECTION 4.  REMOVAL AND RESIGNATION

Any officer may be removed, either with or without cause, by the Board of directors, at any time.  Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation.  Any such resignation shall take effect at the date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  The above provisions of this Section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.

SECTION 5.  VACANCIES

Any vacancy caused by the death, resignation, or removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors.  In the event of a vacancy in any office other than that of President , such vacancy maybe filled temporarily by appointment by the President until such time as the Board shall fill the vacancy .  Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.

SECTION 6.  DUTIES OF PRESIDENT

The President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers.  He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors.  Unless another person is specifically appointed as Chairperson of the Board of Directors, the President shall preside at all meetings of the Board of Directors.  Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

SECTION 7.  DUTIES OF THE VICE PRESDIENT

In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions of, the President.  The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.

SECTION 8.  DUTIES OF SECRETARY/TREASURER

The Secretary/Treasurer shall:

Certify and keep at the principal office of corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.

Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of member, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.

See that all notices are duly given in accordance with the provisions of these Bylaws, to duly execute documents of the corporation.

Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of the Bylaw, to duly execute documents of the corporation.

Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request thereof, the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation.

The Secretary/Treasurer shall have charge and custody of and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.

Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.

Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements.

Keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.

Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request thereof.

Render to the President and Directors, whenever requested, and account of any or all of his or her transactions as Treasurer and of the financial conditions of the corporation. 

Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.

In general, perform all duties incident to the office of the Secretary/Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.


ARTICLE 5-COMMITTEES

SECTION 1.  EXECUTIVE COMMITTEE

The Board of Directors may, by a majority vote of its members, designate an Executive Committee consisting of three board members and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and except as may otherwise be provided, by provisions of law.

By a majority vote of its members, the board may at any time revoke or modify any or all of the Executive Committee authority so delegated, increase or decrease but not below two (2) the number of the members of the Executive Committee, and fill vacancies on the Executive Committee from the members of the board.  The Executive Committee shall keep regular minutes of its proceedings, cause them to be filled with the corporate records, and report the same to the board from time to time as the board may require.

SECTION 2.  OTHER COMMITTEES

The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors.  These committees may consist of the persons who are not also members of the board and shall act in an advisory capacity to the board.

SECTION 3.  MEETINGS AND ACTION OF COMMITTEES

Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such Bylaw provisions as are necessary to substitute the committee and its members for the Board of Directors and its members, except that the time for regular and special meetings of the committee may be fixed by resolution of the Board of Directors or by the committee.  The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

               
ARTICLE 6-EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

SECTION 1.  EXECUTION OF INSTRUMENTS

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.  Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2.  CHECKS AND NOTES

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, order for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersigned by the President of the corporation. In the absence of the President, a third person designated by the Board may sign.

SECTION 3.  DEPOSITS

All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

SECTION 4.  GIFTS

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.

ARTICLE 7-CORPORATE RECORDS, REPORTS AND SEAL

SECTION 1.  MATINENANCE OF CORPORATE RECORDS

The corporation shall keep at its principal office:

(a)  Minutes of all meetings of directors, committees of the board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings whether regular or special, how called, the notice given, and the names of those present and proceedings thereof;
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
(c)  A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection at reasonable times during office hours.

SECTION 2.  CORPORATE SEAL

The Board of Directors may adopt, use, and at will alter, a corporate seal.  Such seal shall be kept at the principal office of the corporation.  Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.


SECTION 3.  DIRECTORS’ INSPECTION RIGHTS

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and shall have such other rights to inspect the books, records and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provisions of law.

SECTION 4.  RIGHT TO COPY AND MAKE EXTRACTS

Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to make inspection shall include the right to copy and make extracts.

SECTION 5.  PERIODIC REPORT

The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.


ARTICLE 8-IRC 501(C) (3) TAX EXEMPTION PROVISIONS

SECTION 1.  LIMITATIONS ON ACTIVITIES

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any 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, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

SECTION 2.  PROHIBITION AGAINST PRIVATE INUREMENT

No part of the net earning of this corporation shall inure to the benefit of, or be distributed to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

SECTION 3.  DISTRIBUTION OF ASSETS

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Such distribution shall be made in accordance with all applicable provisions of the laws of the state.

SECTION 4.  PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS

In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.


ARTICLE 9-AMENDMENT OF BYLAWS

SECTION 1.  AMENDMENT

These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted by the Board of Directors.  All Board Members must be notified at least seven days in advance of any meeting where there is a proposed change to the Bylaws.  The notice of any meeting at which these Bylaws are altered, amended, or repealed, or at which new Bylaws are adopted will include the text of any existing provisions proposed to be altered, amended, or repealed.


ARTICLE 10-CONSTRUCTION AND TERMS

If there is any conflict between the provisions of these Bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.

Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

STATEMENT OF ETHICS

The Friends of the Muenster Public Library Board Members of the Bettie M. Luke Muenster Public Library subscribes to the following Ethics Statement for Public Library Trustees adopted and amended by the Board of Directors of the American Library Trustee Association of the American Library Association (1988) and the Board of Directors of the Public Library Association (l989).

ETHIC STATEMENT FOR PUBLIC LIBRARY TRUSTEES

*Trustees in the capacity of trust upon them shall observe ethical standards with absolute truth, integrity and honor.

*Trustees must avoid situations in which personal interests might be served or financial benefits gained at the expense of library users, colleagues, or the situation.

*It is incumbent upon any trustee to disqualify himself/herself immediately whenever the appearance or a conflict of interest exists.

*Trustees must distinguish clearly in their actions and statements between their personal philosophies and attitudes and those of the institution, acknowledging the formal position of the board even if they personally disagree.

*A trustee must respect the confidential nature of library business while being aware of and in compliance with the applicable laws governing freedom of information.

*Trustees must be prepared to support to the fullest the efforts of librarians in resisting censorship of library materials by groups or individuals.

*Trustees who accept library responsibilities are expected to perform all of the functions of library trustees.