BYLAWS OF FRIENDS OF THE INDEPENDENCE PUBLIC LIBRARY
ARTICLE I – OFFICES
Section 1. The Corporation’s registered office shall be at 175 Monmouth Street, Independence, OR.
ARTICLE II – SEAL
Section 1. The Corporation shall have no seal.
ARTICLE III – MEMBERS
Section 1. Members of the corporation shall be such persons or organizations who are interested in enriching and publicizing the resources of the Independence Public Library, and who wish to support library activities in the interest of the community, and who shall have annually paid such membership fees as may be prescribed from time to time by the Board of Directors of the Corporation.
Section 2. Membership shall not be restricted on the grounds of race, creed, country of national origin, sex, age, or place of residence.
Section 3. Annual meetings of members shall be held at a time and place to be fixed by the Board of Directors within Independence, Oregon, during the month of October of each year.
Section 4. Special meetings of members may be called, after due notice thereof, by the Board of Directors of the Corporation.
Section 5. Each member shall have one vote at meetings of members.
Section 6. Those members represented at a meeting of members shall constitute a quorum.
Section 7. The affirmative vote of a majority of the votes represented and voting at the meeting shall be sufficient to adopt any measure.
ARTICLE IV – DIRECTORS
Section 1. The Board of Directors of the Corporation shall be called its executive Board. The Board of Directors shall consist of the Chairperson, the Vice Chairperson, the past Chairperson, the Secretary, the Treasurer, and up to four at-large members of the corporation, who shall be elected at the annual meeting of members. The City Librarian of Independence shall also be an ex officio member of the Executive Board.
Section 2. In case of a vacancy in the office of Chairperson, Vice Chairperson, Secretary, or Treasurer, the remaining members of the Executive Board may appoint a person to act as such, and such person shall serve as such until the next annual meeting of members.
Section 3. Three persons shall constitute a quorum meeting of the Executive Board, and a majority of those persons present at such meetings may approve any action of the Executive Board.
Section 4. Regular meetings of the Executive Board shall be determined by the Executive Board and special meetings may be called by the Chairperson or a majority of the members of the Board at any time.
Section 5. A transaction in which a member of the Executive Board of the Corporation may have a conflict of interest may be approved by the vote of the Executive Board if the material facts of the transaction and the director’s interests are known or disclosed to the Executive Board.
ARTICLE V – OFFICERS
Section 1. The Chairperson of the Executive Board shall preside at all meetings and shall have the general supervision, direction, and control of the business and affairs of the corporation.
Section 2. The Vice Chairperson shall be kept informed of the current activities and plans of the corporation and, in case of the absence or incapacity of the Chairperson, the Vice Chairperson shall act in the stead of the Chairperson.
Section 3. The Secretary shall keep minutes and records of the Corporation.
Section 4. The Treasurer shall keep all financial records of the Corporation.
ARTICLE VI – MISCELLANEOUS
Section 1. The records of this Corporation shall be open to inspection by any qualified member, or agent or attorney, as provided by statute.
Section 2. Checks and other orders for payment shall be drawn upon a bank to be designated as the depository for funds for the corporation, signed by one or more officers as directed by the Executive Board.
Adopted at the first meeting of the directors of the corporation on the 18th day of September, 1996.