Article 1 – Name and Registered Agent
Section 1. The name of this corporation shall be Friends of Williamsburg Regional Library. Hereafter referred to as “Friends.”
Section 2. The registered address of the organization shall be 7770 Croaker Road, Williamsburg, Virginia 23188.
Article 2 – Purpose
Section 1. The purpose of this organization is to create public interest in and greater use of the Williamsburg Regional Library, to provide financial support to the Library, and to sponsor cultural and related programs. The intention is to supplement and encourage the work of Library staff as a library support organization.
Article 3 – Membership
Section 1. Membership in this organization shall be open to all individuals, organizations, businesses, and clubs, who support the purpose of the organization.
Section 2. Each organization or individual member shall be entitled to one vote at any membership meeting.
Article 4 – Directors
Section 1. The Board of Directors shall consist of not fewer than five (5) and not more than eleven (11) members. The Director of the Williamsburg Regional Library and the Chair of the Board of Trustees shall serve as ex-officio members of the Board. Only Board members may vote on any item before the Board. After January 1, 2011 only one member of a household may be a member of the Board of Directors.
Section 2. Directors shall be elected by the membership at the Annual Meeting prior to their term of office. Terms of office for Directors shall be for four (4) years. A member may serve for up to two consecutive four year terms. Following their service as Board members, Directors will progress to membership in the Advisory Council.
Section 3. Appointments shall be made to fill vacancies for un-expired terms by the Board. However, a member appointed to fill the un-expired term of another member may at the end of that term be elected to two full four-year terms of the member’s own.
Section 4. The duties of the Board of Directors include:
A. To review and approve a budget for the Friends.
B. To oversee expenditures of Friends funds.
C. To establish and review Friends policies.
D. To attend Board meetings regularly.
E. To become familiar with Library services and programs.
Section 5. It shall be the responsibility of the Board members to attend meetings of the Board. More than two (2) unexcused absences from Board meetings in a year’s time will be cause for removal from the Board.
Section 6. Members of the Board shall conform to the basic principles of civil behavior with regard to Board activities. Members may be removed from the Board for conduct unbecoming a Board Member.
Section 7. A quorum at any Board meeting shall be a majority of the Board.
Article 5 – Officers
Section 1. The officers of the Friends shall be a President, Vice-President, Secretary, and Treasurer. `
Section 2. Officers shall be nominated by the Nominating Committee. The nominations shall be submitted to the membership at least two weeks prior to the annual meeting at which they shall be elected. Additional nominations may be made from the floor at the annual meeting with the consent of the nominee.
Section 3. Officers shall be elected by a majority vote of those members in good standing at the annual meeting. The term of office shall be for two (2) years and shall begin on the first day of January following the annual meeting.
Section 4. Vacancies shall be filled by appointment by the Board until the next regular election.
Section 5. The officers shall have the usual duties and authorities customarily exercised by officers of a non-profit organization.
Article 6 – Meetings
Section 1. The Board of Directors shall meet on a regular basis, at least six (6) times a year in one of the Williamsburg Regional Library locations. A yearly schedule of proposed meeting times and dates for the coming year shall be set at the October meeting of the Board of Directors.
Section 2. The annual meeting shall be held on a date to be determined by the Board near the end of the fiscal year. Members shall be notified in writing at least two weeks prior to the date of the meeting. The President is responsible for coordinating all activities associated with the annual meeting.
Section 3. A special meeting of the Friends may be called at any time by the Board.
Section 4. Only those members in good standing shall be allowed to vote at any meeting.
Section 5. A quorum at an annual meeting shall be the number of members in attendance.
Section 6. Proceedings of all meetings shall be governed by Roberts Rules of Order-Revised (newest edition for small groups). Any rule therein may be suspended for any length of time by a three-fourths vote of Directors present.
Section 7. The minimum content of the agenda at regular meetings shall include:
A. Call to order
B. Minutes of previous meeting
C. Treasurer’s Report
D. Committee Reports
E. Library Director’s Report
Article 7 – Committees
Section 1. The following shall serve as standing committees of the Board of Directors:
A. Nominating Committee. The Nominating Committee shall be chaired by the Past President. Nominating Committee members are selected by the chair of the committee to receive recommendations from the Board of Directors, review credentials of candidates and prepare a slate of nominees for presentation at the annual meeting for election or for any time a vacancy occurs on the Board of Directors.
B. Semi-Annual Book Sale Committee. The Semi-Annual Book Sale Committee chair is appointed by the Board of Directors to organize the Friends semi-annual book sales. Committee members are selected by the chair of the committee. This committee coordinates closely with appropriate Library staff and the Book Nook Committee Chairs.
C. Book Nook Committee– Williamsburg Library. The Book Nook Committee chair is appointed by the Board of Directors to coordinate the overall operation of the Williamsburg Library Book Nook. Members of this committee are selected by the chair of the committee.
D. Book Nook Committee – James City County Library. The Book Nook Committee chair is appointed by the Board of Directors to coordinate the overall operation of the James City County Library Book Nook. Members of this committee are selected by the chair of the committee.
E. Publicity Committee. The Publicity Committee chair is appointed by the Board of Directors to coordinate Friends publicity. Committee members are selected by the chair of the committee.
F. Membership Committee. The Membership Committee chair is appointed by the Board of Directors to coordinate Friends membership activities. Committee members are selected by the chair of the committee.
G. With the exception of the Chair of the Nominating Committee, Committee chairs may come from Friends membership.
Section 2. Advisory Council. There shall be a standing Advisory Council to the Board of Directors. This Council shall consist of former members of the Board and other interested persons appointed by the Board of Directors. The Advisory Council serves to make recommendations and/or provide information and materials to the Board of Directors. Members of the Advisory Council shall serve at the pleasure of the Board. The Advisory Council’s chair is appointed for a three year term by the Board of Directors and may serve two terms. The Advisory Council shall meet at least once a year and will report to Friends membership at the Annual Meeting. Ex-officio members of the Advisory Council shall include the President of the Friends of Williamsburg Regional Library Board and the Library Director.
Section 3. Other committees may be appointed by the President as needed to conduct the business of the Board. No such committee will continue in existence beyond the end of the fiscal year in which it was appointed, unless by a vote of the Board at its November meeting.
Article 8 – Dues
Section 1. Dues shall be paid annually and are good for one year’s membership from date of payment. The membership contribution schedule and categories shall be set by the Board.
Article 9 – Fiscal Year
Section 1. The fiscal year shall be from January 1 to December 31.
Article 10 – Fiscal Affairs
Section 1. All financial transactions shall be approved by the Treasurer.
Section 2. Non-budgeted expenditures shall be approved by the Board of Directors.
Section 3. The Treasurer or Fiscal Agent representative shall sign all checks. In the absence of the Treasurer, the President or Vice-President may sign checks.
Article 11 - Indemnification
Section 1.The Friends shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action or suit by or in the right of the Friends to procure a judgment in its favor) by reason of the fact that he/she is or was a Director or officer of the Friends, or is/was serving at the request of the Friends as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against judgments, fines amounts paid in settlement, and expenses (including attorney's fees) actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he/she acted in good faith and in the manner he/she reasonably believed to be in favor or not opposed to the best interests of the Friends. The termination of any action, suit or proceeding by judgment, order or settlement shall not itself create a presumption that the person did not act in good faith and in the manner he/she reasonably believed to be in or not opposed to the best interests of the Friends.
Section 2.Notwithstanding the provision of Section 1 of this ARTICLE X, no indemnification shall be made in violation of any provision of the Internal Revenue Code or in an action or suit by or in the right of the Friends to procure a judgment in its favor in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the Friends, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification.
Section 3.To the extent that any such person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in section 1 and section 2 of this ARTICLE X, or in defense of any claim or matter therein, he/she shall be indemnified against expenses (including attorney's fees) actually and reasonable incurred by him/her in connection therewith.
Section 4.Any indemnification under section 1 and section 2 of this ARTICLE X (unless ordered by court) shall be made by the Friends only as authorized in the specific case, upon a determination that indemnification of any such person is proper in the circumstances because he/she has met all applicable standard of conduct set forth in such sections 1 and 2. Such determination shall be made either (I) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (II) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion. If the determination is to be made by the Board of Directors, it may rely, as to all questions of law, on the advice of independent counsel.
Section 5.Expenses incurred in defending an action, suit or proceeding, whether civil, administrative or investigative, may be paid by the Friends in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in section 4 of this ARTICLE X, upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by the Friends as authorized in this ARTICLE X.
Section 6.For the purposes of this ARTICLE X, every reference to Director or officer shall include former Directors or officers, and their respective heirs, executors and administrators. The right of indemnification hereby provided shall not be exclusive of any other rights to which any Director or officer may be entitled, including any rights under policies of insurance that may be purchased and maintained by the Friends or others, with respect to claims, issues or matters in relation to which the Friends would not have the power to indemnify such Directors or officer under the provisions of this ARTICLE X.
Article 12 – Disposition of Assets upon Dissolution
Section 1. If the Friends are terminated or dissolved, all assets belonging to the Friends will be transferred to the Williamsburg Regional Library to be disposed of as recommended by the Library Board of Trustees; however, if the named recipient is not then in existence or is no longer a qualified distributee or is unwilling or unable to accept the distribution, the assets of the Friends shall be distributed to a fund, foundation, or corporation organized exclusively for purposes specified in Section 501 (C)(3) of the Internal Revenue Code.
Article 13 – Amendments
Section 1. Amendments to these By-Laws may be made at any meeting of the general membership by a two-thirds vote of those present and in good standing. Notification in writing of the proposed amendments shall be printed in any publication going to Friends members at least two weeks prior to the meeting at which voting will take place.
(Adopted December 10, 1999; Amended October 4, 2002; Amended October 10, 2003; Amended October 30, 2009)