Bylaws of the Friends of the Youngstown Free Library, Inc.
Article I - Name
The name of this Corporation shall be The Friends of the
Youngstown Free Library, Inc., hereinafter referred to as
Article II - Purposes of Corporation
1. To maintain an organization of persons interested in the
collections, facilities, and needs of the Youngstown Free
2. To stimulate gifts, contributions and community-based
financial support of the Youngstown Free Library.
3. To provide and enrich the cultural advantages for the
citizens of the Village of Youngstown, New York and the Town of
Porter, New York.
4. To publicize the activities and resources of the Youngstown
Free Library for the citizens of the Village of Youngstown and
the Town of Porter.
Article III - Members
Section 1 – Any individual, business firm or other group that
subscribes to the purposes of the Corporation may become a
member of the Friends, upon acceptance by the Board of Directors
or its designee and subject to compliance with the bylaws. The
Board shall designate from time to time the procedure for
application, acceptance of members, and annual dues or other
requirements for membership. The Board shall accept members
without regard to age, race, color, creed, religion, gender,
sexual preference, or national origin.
Section 2 – The Friends shall conduct an annual enrollment and
renewal of memberships, but persons, business firms and other
groups may be admitted to membership at any time. The Board
shall accept eligible members within 30 days of application and
shall keep a record of members.
Section 3 – Members shall be eligible to vote at membership
meetings and to serve as Directors, Officers, and on committees
formed by the Board of Directors.
Section 4 – Each member shall pay annual dues, as determined by
the Board of Directors.
Article IV - The Board of Directors, Officers, Executive
Committee - their elections and terms
Section 1 – The governing body of the Friends shall be the Board
Section 2 – Board of Directors
There shall be no fewer than 10 and no more than 15 Directors.
New Directors shall be elected at the Annual Meeting or at other
intervals by a majority vote of the Board of Directors. The
Directors shall follow a staggered-term system wherein each
Director shall serve a three-year term. As nearly as possible,
each year, the Board shall be divided into three classes in
which one class has three years to serve, one, two years, and
one, one year. No Director shall be eligible for election for
more than two consecutive three-year terms except when
automatically extended until the end of his/her term as an
Officer. If a Director shall miss two consecutive meetings of
the Board of Directors, without excuse, the Secretary shall
inform that Director by written notice that failure to attend
the next regularly scheduled meeting of the Board, without
excuse, will result in termination from the Board. A member of
the Library Trustees and the Library Director shall serve as
members ex officio with no voting powers. Only members of the
Friends shall serve as Directors.
Section 3 – Nominations
Nomination of Directors and Officers shall be made at the Annual
Meeting or at other intervals by a majority vote of the Board of
Directors by a Nominating Committee. The Nominating Committee
shall consist of a chairman and two members appointed by the
President at least four months before the Annual Meeting and
have a term of 1 year. At least one of the three members of the
Nominating Committee shall be a nonmember of the Board of
Directors. The Nominating Committee will present the proposed
nominee(s) to the Board at each November meeting. A majority
vote is required to approve the nominee(s). With permission of
the nominee, who must be present or submit written consent,
nominations by members may be made from the floor. All nominees
shall be members in good standing.
Section 4 – Officers
The Officers of the Friends shall be President, Vice President,
Secretary, and Treasurer. All Officers must be current members
of the Board of Directors.Terms of office shall begin when
elected at an Annual Meeting and shall continue for two years
for the President, Vice President, and Secretary, and for three
years for the Treasurer. No Officer shall be eligible for
election to the same office for more than two consecutive terms.
Every effort shall be made to ensure that terms of all Officers
do not expire at the same time. Membership on the Board of
Directors shall be automatically extended until the end of an
Officer’s term of office.
Section 5 – Executive Committee
The Officers shall constitute the Executive Committee.
Section 6 – Vacancies
In case by reason of death, resignation or any other reason, a
vacancy shall occur during the term of an Officer or a Director,
the vacancy shall be filled for the remainder of the term by
resolution accepted by the majority of the Board of Directors.
Article V - Duties of the Board of Directors, Executive
Committee and Officers
Section 1 – The Board of Directors shall have full power to
implement all regular business and to set policies and
procedures between Annual Meetings.
Section 2 – The Executive Committee shall have the power, when
necessary and at the call of the President, to act for the Board
of Directors between regular meetings. Any action taken shall be
reported to the Board at its next meeting.
Section 3 – Duties of the officers
3.1 – President: The President shall preside at all meetings and
shall perform such other duties as the Board of Directors shall
assign and shall have general oversight over business and
affairs of the Corporation. The President, subject to the
authority of the Board, shall have the power to bind the
Corporation to contracts. The President shall be an ex officio
member of all committees and shall see that all bylaws are
3.2 – Vice President: The Vice President shall assist the
President and perform the duties of the President in his/her
absence or inability to serve and shall have such powers and
perform such duties as may be assigned by a majority vote of the
3.3 – Secretary: The Secretary shall keep a record showing the
names and addresses of Directors and members of the Friends;
shall give notice of meetings to members and Directors; shall
keep a record of all meetings and shall do all other necessary
correspondence of the Corporation.
3.4 – Treasurer:
3.4.1 - The Treasurer shall be responsible for safekeeping
money, securities and properties of the Corporation, for
depositing money and securities received into a bank or banks
designated by the Board and for maintaining required financial
records. The Treasurer and/or other Officers designated by the
Board shall sign checks or other orders for the payment of money
or delivery of securities as the Board may direct. The Treasurer
shall collect membership dues.
3.4.2 - The Treasurer, in consultation with the Finance
Committee, shall prepare a proposed annual budget.
3.4.3 - The Treasurer shall render to the Board at its meetings,
or as otherwise required, an account of money and properties
received, paid out and remaining.
3.4.4 - Prior to the Annual Meeting, the Treasurer shall prepare
the annual financial statement showing the details and other
information required by law or as otherwise required by the
Article VI - Meetings
Section 1 – The Board of Directors shall meet every month except
July and August, or at the discretion of the Board of Directors.
Section 2 – At Board of Directors meetings, at least half the
Board shall constitute a quorum; a majority of those present
shall decide any question brought before the meeting.
Section 3 – The Annual membership Meeting shall be held in
Section 4 – Special General Membership Meetings may be called by
the President, the Board of Directors, or by written application
by at least 10% of the general members. Notice of special
meetings shall be posted in the library at least two weeks prior
to the meeting. At these meetings, the lesser of 10% of the
membership or 15 members shall constitute a quorum; a majority
of those present shall decide any question brought before the
Article VII - Committees
Section 1 – Standing committees shall be composed of Board
members and other members of the Friends. The President shall
appoint a chairman for each of the following standing committees
as appropriate: Membership, Public Relations, Finance, Program,
Book Sale, New Projects, History, and Nominating. Additional
committees may be created from time to time by majority vote of
Section 2 – Duties of these committees shall include:
2.1 – Membership
2.1.1 – Solicit members for annual membership renewal and
recruit new members.
2.1.2 – Maintain membership lists and records for the Membership
2.1.3 – Maintain records for the Library Fund Drive.
2.2 – Public Relations
2.2.1 – Perform such public relations activities as publishing a
newsletter, releasing news items about Friends and committee
activities to local publications.
2.2.2 – Develop items to publicize the library.
2.2.3 – Assist Membership Committee in publicizing membership
2.2.4 – Assist Trustees in publicizing the Library Fund Drive.
2.3 – Finance
2.3.1 – Audit the Treasurer’s annual financial statement.
2.3.2 – Oversee funding for Friends’ projects.
2.3.3 – Assist Treasurer with creation of an annual budget.
2.4 – Program Organize programs for membership meetings to
enrich the cultural life of the membership and the community as
2.5 – Book Sale Gather books, recruit volunteers, organize book
2.6 – New Projects
2.6.1 – Develop new ideas and activities that will enhance
usefulness of the library and community involvement in the
2.6.2 – When necessary, recommend to the Board of Directors a
committee size and structure for implementing the new project.
2.7 – History Maintain copies of each year’s activities
including: (1) annual committee reports, (2) annual Treasurer’s
reports, (3) publicity releases and photos, (4) an on-going
record of Board members and Officers, and (5) other pertinent
2.8 – Nominating Provide a slate of nominees for Board of
Director and Officer positions.
Section 3 – Each committee shall make an annual report with a
copy provided to the Historian and to the succeeding committee
Article VIII - Management of Finances and Purchases
Section 1 – The funds accumulated during the year shall, after
expenses, be made available to be spent on products and services
that benefit: (1) the Youngstown Free Library and/or (2) the
members and/or (3) the community as they pertain to the policies
in Article II.
Section 2 – A Board Director or the Library Director may make a
monetary request to the Board at any time. In addition, the
Library Director shall present a “wish list” to the Board no
later than the October meeting. A majority vote is required to
approve any request and/or item. Any approved request shall be
managed by the Board in accordance with sound business
Section 3 – At the end of the fiscal year, the Board shall make
every effort to maintain a cash balance of $2,500 for the start
of the next year. It is expected that any excess cash will be
spent as per Section 2 above, or set aside in a reserve account
or accounts for identified future projects. When determining
where the excess funds will be spent, the governing factors will
be the policies in Article II.
Section 4 – Purchases for the library shall be made with the
knowledge of the Library Director and Board of Trustees.
Article IX - Personal Liability and Indemnification
Section 1 – The Board of Directors shall have no power to bind
the members of the Corporation personally to any payments of
money or assessments except for annual dues.
Section 2 – The Directors of the Corporation are protected
against damage claims by the insurance coverage of the library
under the Addition Insured Rider ML 315A which provides the same
protection as provided for the library, its Officers, and
Section 3 – The Board of Directors may obtain other insurance
coverage as it deems necessary subject to approval by the Board.
Article X - Parliamentary Authority
Robert’s Rules of Order shall govern procedures of meetings.
Article XI - Fiscal Year
The fiscal year of the Corporation shall be the calendar year,
unless otherwise determined by the Board of Directors.
Article XII - Bylaw Review and Amendments
Section 1 – These bylaws shall be reviewed by the Board of
Directors every 3 years or as needed.
Section 2 - These bylaws may be amended by a two-thirds vote of
the Directors present at a Board of Directors meeting or by
two-thirds of the members present at a Special General
Membership meeting, provided, in either case, there is a quorum
and that notice of the proposed amendment is posted in the
library at least two weeks before the meeting.