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Friends Bylaws

The Friends of Cary Memorial Library Board of Directors recommends that Members approve amendments to the Friends Bylaws at the November 5, 2017 Annual Meeting. The recommended amendments (shown in boldface type):

  • Change the name "Association” to “the Friends”
  • Delineate the Executive Committee from the Board of Directors
  • Clarify Officers, At-Large-Members, and Committee Chairmanships
  • Clarify Board structure and governance process
  • Align fiscal year annual meetings and terms of Officers

Print copies are available by contacting Friends of Cary.

Phone: (781) 862-6288 ext. 84407

Email: friends@carylibrary.org


FRIENDS OF CARY MEMORIAL LIBRARY, INC.


BYLAWS
Adopted June 11, 1996
Amended November 16, 1997
Amended November 21, 1999
Amended November 4, 2001
Amended November 4, 2007
Amended November 13, 2011
Amended November ___, 2017


[MOTION FOR BYLAWS CHANGES: ANNUAL MEETING, NOVEMBER 5, 2017]


Revise ARTICLE 1, Name:

The name of this association shall be Friends of Cary Memorial Library, Inc.

Replace with:

The name of this organization shall be Friends of Cary Memorial Library, Inc (hereafter “the Friends”).



Revise ARTICLE II, Purpose:

The purpose of this Association is to enhance the Library’s services by:
--Acting as advocates for the Library and for statewide library services;
--Raising funds to supplement Library resources and services;
--Sponsoring programs and special events; and
--Organizing and supporting Library volunteers.

Replace with:

The purpose of the Friends is to enhance the Library’s services by:
--Acting as advocates for the Library and for statewide library services;
--Raising funds to supplement Library resources and services;
--Sponsoring programs and special events; and
--Organizing and supporting Library volunteers.



Revise ARTICLE III, Membership:

Section 1. Any person or organization interested in the purpose of the Friends of Cary Memorial Library, Inc. shall be eligible for membership upon the annual payment of dues. Members shall be entitled to vote at annual and special meetings of the Association, to hold office, to serve on committees, and to receive all publications and appropriate mailings of the Association.

Section 2. Members who have not paid their annual dues shall not be considered voting members.

Section 3. The membership year shall begin on July 1 and end on June 30 of the following year, or such other year as determined by the Executive Board of the Association. Any changes to the membership year shall be announced to the Members.

Replace with:

Section 1. Any person or organization interested in the purpose of the Friends shall be eligible for membership upon the annual payment of dues. Members in good standing shall be entitled to vote at annual and special meetings of the Friends, to hold office, to serve on committees, and to receive all publications and appropriate mailings of the Friends.

Section 2. The membership year shall begin on July 1 and end on June 30 of the following year, or such other year as determined by the Board. Any changes to the membership year shall be announced to the Members.



Revise ARTICLE IV, Officers:

Section 1. The Officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer, chosen from members of this Association.

Section 2. The President shall preside at all meetings of the Association; shall be an ex-officio member of all committees except the Nominating Committee; shall serve as liaison to the Trustees and as liaison to the Library Foundation; shall maintain direct communication with the Director of the Library; shall prepare an Annual Report; and shall perform all other duties pursuant to the office.

Section 3. The Vice President shall perform all duties in the absence of the President, and shall assist with duties as requested by the President and/or the Executive Board.

Section 4. The Secretary shall record and maintain minutes of all meetings and shall issue notices of all regular meetings. Annual reports from the President, Treasurer, and committee chairs shall be submitted to the Secretary prior to the Annual Meeting. The Secretary shall keep a copy of the Association’s Bylaws.

Section 5. The Treasurer shall keep the books of account; shall record all dues and donations; shall keep financial reports; shall sign checks; and shall oversee the deposit of all funds. The Treasurer shall submit at the Annual Meeting a written report which has been audited by another individual appointed by the Executive Board.

Section 6. The terms of office for Officers shall be two years. Additional terms may be served.

Replace with:

Officers; Executive Committee

Section 1. The Officers of the Friends shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer, chosen from Friends members in good standing.

Section 2. The President shall preside at all meetings of the Friends; shall be an ex-officio member of all committees except the Nominating Committee; shall serve as liaison to the Trustees of Cary Memorial Library and as liaison to the Library Foundation; shall maintain direct communication with the Director of the Library; shall prepare an Annual Report; and shall perform all other duties pursuant to the office.

Section 3. The Vice President(s) shall perform all duties in the absence of the President, and shall assist with duties as requested by the President and/or the Board.

Section 4. The Secretary shall record and maintain minutes of all meetings; shall issue notices of all regular meetings; and shall prepare and file all required state filings. Annual reports from the President, Treasurer, and committee chairs shall be submitted to the Secretary prior to the Annual Meeting. The Secretary shall keep a copy of the Friends Bylaws.

Section 5. The Treasurer shall keep the books of account; shall record all dues and donations; shall sign checks; and shall oversee the deposit of all funds. The Treasurer shall prepare the annual budget for review by the Board and approval by the membership; and prepare and submit all required tax filings and financial registrations. The Treasurer shall provide financial reports at regular Board meetings and shall submit an annual financial statement.

Section 6. The terms of office for Officers shall be two (2) years. Additional terms may be served.

Section 7. The Officers of the Friends shall serve as the Executive Committee. They shall hold meetings as needed; and shall arrange for a qualified individual to review accounts and financial documents annually. Any member of the Executive Committee may call a meeting upon at least five (5) days’ notice to the members of the Executive Committee.


Revise ARTICLE V, Executive Board Members:

Section 1. The Executive Board shall consist of the elected Officers of the Association, Committee Chairs of standing committees (hereinafter “Committee Chairs”), At-Large Executive Board Members, and the immediate Past President of the Association. The total combined number of Committee Chairs and At-large Members of the Executive Board shall be 6 to 12.

Section 2. Officers shall take office after the Annual Meeting.

Section 3 The Executive Board shall designate committees and elect Committee Chairs and At-Large Executive Board Members. Committee Chairs and At-Large Executive Board Members must be members of this Association.

Section 4. Committee Chairs and At-Large Executive Board Members shall serve 2-year terms, beginning upon their election. Additional terms may be served.

Section 5. Mid-term vacancies on the Executive Board shall be filled by a majority vote of the Executive Board. The person elected to fill the vacancy shall serve the unexpired term of the person being replaced.

Replace with:

Section 1. The Board shall consist of the elected Officers of the Friends, Committee Chairs of standing committees (hereinafter “Committee Chairs”), up to five (5) At-Large Board Members, and the immediate Past President of the Friends.

Section 2. Officers shall take office at the beginning of the fiscal year.

Section 3. The Board shall designate committees and elect Committee Chairs and At-Large Board Members. Committee Chairs and At-Large Members must be members in good standing of the Friends.

Section 4. Committee Chairs and At-Large Board Members shall serve 2-year terms, beginning at the start of the fiscal year. Additional terms may be served.

Section 5. Mid-term vacancies on the Board shall be filled by a majority vote of the Board. The person elected to fill the vacancy shall serve the unexpired term of the person being replaced.



Revise ARTICLE VI, Executive Board:

Section 1. The Executive Board shall have the powers usually vested in a board of trustees or board of directors of a nonprofit organization. The Executive Board shall have the general managements of the affairs, funds and properties of the Association, and shall act on matters of policy. The Executive Board shall adopt an annual budget.

Section 2. The Executive Board shall have regular monthly meeting, at a time and place to be determined by the Executive Board. Executive Board members and the Director of the Library shall receive notice of each regular meeting at least seven (7) days in advance. The regular and special meetings of the Executive Board are open to all members of the Association.

Section 3. The President or three members of the Executive Board may call a special meeting at any time upon three (3) days notice to all Executive Board members and the Director of the Library.

Section 4. The Director of the Library or his/her designee may attend all meetings of the Executive Board and participate there in, but may not make, second or vote upon any motions.

Section 5. No Executive Board member shall receive remuneration for service on the Executive Board. When authorized by the Board, reimbursement may be made for out of pocket expenses in discharging official duties.

Section 6. The quorum for all Executive Board meetings shall be 7 members or one-half of the total Executive Board voting membership, whichever is less.

Replace with:

Board of Directors

Section 1. The Board of Directors (“Board”) shall have the powers usually vested in a board of trustees or board of directors of a nonprofit organization. The Board shall have the general management of the affairs, funds and properties of the Friends, and shall act on matters of policy. The Board shall adopt an annual budget.

Section 2. The Board shall have regular monthly meetings, at a time and place to be determined by the Board, except that meetings during July and August shall be at the discretion of the Board. Board members and the Director of the Library shall receive notice of each regular meeting at least seven (7) days in advance. The regular and special meetings of the Board are open to all members of the Friends, except when the Board meets in Executive Session.

Section 3. The President or three members of the Board may call a special meeting at any time upon three (3) days’ notice to all Board members and the Director of the Library.

Section 4. The Director of the Library or his/her designee may attend all meetings of the Board and participate therein, but may not make, second or vote upon any motions or, unless invited, attend an Executive Session.

Section 5. No Board member shall receive remuneration for service on the Board. When authorized by the Board, reimbursement may be made for out of pocket expenses in discharging official duties. All Board actions are subject to the policies established by the Board regarding Board service, including conflicts of interest policies.

Section 6. The quorum for all Board meetings shall be one-half of the total number of Board members then in office.

Revise ARTICLE VII, Nominations:

Section 1. The President shall appoint a Nominating Committee of three members, at least one of whom shall be a member of the Executive Board. The Nominating Committee shall nominate Officers of the Association.

Section 2. The slate of Officers shall be submitted to the membership at least fourteen days prior to the Annual Meeting.

Section 3. Election of Officers shall take place at the Annual Meeting, at which time nominations shall also be taken from the floor.

Replace with:

Section 1. The President shall appoint a Nominating Committee of three members, at least one of whom shall be a member of the Board. The Nominating Committee shall nominate Officers of the Friends.

Section 2. The slate of Officers shall be submitted to the membership at least fourteen (14) days prior to the Annual Meeting.

Section 3. Election of Officers shall take place at the Annual Meeting, at which time nominations shall also be taken from the floor.



Revise ARTICLE VIII, Meetings of the Association:

Section 1. There shall be an Annual Meeting of the Association in November at which time Officers shall be elected and Annual Reports given.

Section 2. A quorum at the Annual Meeting shall consist of the voting members present.

Section 3. Notice of the Annual Meeting shall be sent to the membership at least fourteen days in advance.

Section 4. Any change in the dues structure must be accepted at the Annual Meeting.

Section 5. Special meetings may be called by the President and/or a majority of the Executive Board, or by petition of fifteen members of the Association. Notice of special meetings shall be sent to the membership seven (7) days in advance.

Replace with:

Meetings of the Friends

Section 1. There shall be an Annual Meeting of the Friends in June, at which time Officers shall be elected and Annual Reports given.

Section 2. A quorum at the Annual Meeting shall consist of the voting members present.

Section 3. Notice of the Annual Meeting shall be sent to the membership at least fourteen (14) days in advance.

Section 4. Any change in the dues structure must be accepted at the Annual Meeting.

Section 5. Special meetings may be called by the President and/or a majority of the Board, or by petition of fifteen (15) members of the Friends. Notice of special meetings shall be sent to the membership seven (7) days in advance.



Revise ARTICLE IX, Finances:

Section 1. The fiscal year of the Association shall begin July 1 and end June 30 of the following year, or such other fiscal year as designated by the Executive Board.

Section 2. All dues and contributions to the Friends shall be deposited into the accounts of Friends of Cary Memorial Library, Inc.

Section 3. By vote of the Executive Board, funds may be donated to Cary Memorial Library, Inc. to further the goals of this Association as set forth above in ARTICLE II.

Replace with:

Section 1. The fiscal year of the Friends shall begin July 1 and end June 30 of the following year, or such other fiscal year as designated by the Board.

Section 2. All dues and contributions to the Friends shall be deposited into the accounts of Friends of Cary Memorial Library, Inc.

Section 3. By vote of the Board, funds may be donated to Cary Memorial Library, Inc. and to The Cary Memorial Library Foundation to further the goals of the Friends as set forth above in ARTICLE II.



Revise ARTICLE X, Amendments:

Section 1. These Bylaws may be amended at the Annual Meeting of the Association by a two-thirds vote of the membership present, provided that the amendment has been submitted to the Executive Board not later than thirty days and to the membership not later than fourteen days before the meeting.

Replace with:

Section 1. These Bylaws may be amended at the Annual Meeting by a two-thirds vote of the membership present, provided that the amendment has been submitted to the Board not later than thirty (30) days and to the membership not later than fourteen (14) days before the meeting.


Revise ARTICLE XI, Parliamentary Authority:

Section 1. The rules contained in the current edition of Robert’s Rules of Order shall govern all proceedings of the Association to which they are applicable and in which they are not inconsistent with these Bylaws.

Replace with:

Section 1. The rules contained in the current edition of Robert’s Rules of Order shall govern all proceedings of the Friends to which they are applicable and in which they are not inconsistent with these Bylaws.



Revise ARTICLE XII, Dissolution:

Section 1. Upon dissolution of the Association, the assets shall be applied and distributed as follows: after payment of obligations, all remaining assets shall be transferred or conveyed to the Cary Memorial Library Foundation, Inc. in a manner as required under Section 501 (c) 3 of the Internal Revenue Code.

Replace with:

Section 1. Upon dissolution of the Friends of Cary Memorial Library, the assets shall be applied and distributed as follows: after payment of obligations, all remaining assets shall be transferred or conveyed to the Cary Memorial Library Foundation, Inc. in a manner as required under Section 501 (c) 3 of the Internal Revenue Code.