West Osceola Friends of the Library, Inc.

a 501(c)3 Not-For-Profit Corporation

founded April 29, 2004

"Supporting programs and services provided by the library for the benefit of the community"

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Section 1. The purpose of West Osceola Friends of the Library shall be to obtain a permanent, full-service branch of the Osceola County Public Library System, to be located within the residential community of Celebration, Florida. Additionally, the purpose of West Osceola Friends of the Library shall be to maintain an association of volunteers and persons interested in the library, to focus public attention on the library, to stimulate the use of the library’s resources; to receive and encourage gifts, endowments and bequests to the library; to support and cooperate with the library in developing library services and facilities for the community; to establish, develop and operate a volunteer center for the benefit of West Osceola County; and to support the freedom to read as expressed in the American Library Association Bill of Rights.

To promote the use and enjoyment of the library, and to promote volunteerism.

No part of the net earnings of West Osceola Friends of the Library shall inure to the benefit of any Member, Director, official or employee. West Osceola Friends of the Library shall not participate or otherwise intervene in any political campaign or endorse any candidate for public office. No Director, officer or employee shall use the resources of West Osceola Friends of the Library to influence legislation.

West Osceola Friends of the Library is a nonprofit, educational and charitable organization.

West Osceola Friends of the Library will adhere to the following Standards for Non-profits:

a. Donor Bill of Rights as developed by American Association of Fundraising Counsel. (See appendix A.)

b. Volunteer Bill of Rights as developed by the American National Red Cross Society. (See appendix B.)

c. Code of Ethics for Nonprofit and Philanthropic Organizations as developed by the Independent Sector. (See appendix C.)

Membership in the organization shall be open to all individuals, organizations, and corporations interested in its purposes. Membership is achieved and continued upon payment of annual dues.

Membership classifications and annual dues are as follows:

Each individual member and a representative of each family, organization and corporation member, in good standing, shall be entitled to one vote on each matter submitted to a vote at any meeting of the members.

Any member who has not paid annual dues by the end of two (2) months following the due date of January 1, each year, ceases to be a Member, and shall forfeit all rights and privileges of membership and shall be removed from the membership rolls.

An Initial Board of Directors, numbering no fewer than five (5), nor more than seven (7), shall have the authority to govern West Osceola Friends of the Library. The Board shall have full power to conduct, manage and direct the business and affairs of the organization. The Board shall prepare and present the annual report at the annual meeting of the membership.

Any Director having a personal, fiduciary or material interest in a contract or other transaction as presented to the Board for authorization, approval or ratification, shall make a full disclosure of his or her interest to the Board prior to its action on such contract or transaction. Such disclosure shall include any relevant and material facts, known to the Interested Director, about the contract or transaction that might reasonably be construed to be adverse to the interest of West Osceola Friends of the Library. The Interested Director shall not vote on, nor be counted in determining the presence of a quorum, nor use his or her personal influence on deliberations with respect to such contract or transaction. The Board may choose to allow the Interested Director to participate in the discussion once full disclosure has been provided, if it feels that its deliberations will be enhanced though the Interested Director’s participation. The minutes of the meeting shall reflect the disclosures made, the vote thereon, and where applicable, the abstention from voting. For purposes of this paragraph, a person shall be deemed to have a personal, fiduciary, or material financial interest in a contract or transaction if he/she is a director, trustee, officer or legal representative of the grantee, an entity, or affiliated entity/organization contracting or dealing with West Osceola Friends of the Library.

Directors shall serve for terms of three years except that one-third of the Initial Board shall serve for a term of one year, one-third of the Initial Board shall serve for a term of two years, and the remaining one-third of the Initial Board shall serve for a term of three years. Elected Directors replacing the Initial Board of seven (7) and all subsequent elected Directors shall serve for a term of three (3) years each, and shall be so elected that approximately one-third (1/3) of the board is elected each year. The Board should consist of no fewer than five (5) or more than seven (7) members. Directors shall be elected for no more than two three (3) year terms. They must rotate off the board for at least one year before seeking election again.

A four (4) member Nominating Committee, appointed by the President, with Board approval, shall make nominations of Directors. The Nominating Committee shall include no less than one current Director, whose term is not expiring. The Committee shall present nominations to the Directors at the Board meeting prior to the annual meeting of Members. The names of those nominated to fill expired terms shall be sent to the general membership with the notice of the annual meeting. Elections shall be held at the annual meeting and new Directors shall assume their duties at the close of the annual meeting of Members.

The Directors shall have the power to fill vacancies on the Board by a majority vote of the remaining members of the Board. A Director so elected shall serve for the remainder of the un-expired term. A vacancy may be declared if a Director fails to attend four (4) consecutive regularly scheduled Board meetings. Prior to declaring a vacancy, the Board must notify the Director of its intentions.

An annual meeting of the Board of Directors shall be held immediately following the annual meeting of the Members. All meetings of the Board are open to Members of West Osceola Friends of the Library. Regular meetings of the Board may be held at least quarterly at such time and at such place as determined by the President. Notice of the date, time and place of the scheduled meeting and an agenda, shall be sent to Directors by phone, email, fax, or mail, at least two (2) weeks before the meeting. The President may call special meetings of the Board upon three days written, telephone, email, or fax notice to each Director. The President shall call special meetings, in like manner and with like notice at the written request of three Directors.

A quorum of the Board shall be a majority of Board members at the time. In an emergency, the Board may vote by phone, fax or email, with the action taken, to be ratified at the next regularly scheduled meeting. If a Director(s) leave(s) a Board meeting and a quorum is no longer present, subsequent votes are not valid.

The Board shall perform a self-assessment using the Drucker Foundation Self-Assessment Tool, no less than every two (2) years. The Board shall also review the Purpose Statement, and strengths, weaknesses, opportunities, and threats through a yearly strategic planning session.

The officers of the organization shall be a president, a vice president, a secretary, a treasurer, and such other officers as the Board of Directors may appoint, all of whom shall be members of the Board. The Board shall elect officers annually from its members at the annual meeting of the Board. In addition to the power and duties set forth in these By-Laws, each officer shall have such additional powers and duties as the Board may determine.

President: Preside over and conduct meetings of the Members and the Directors: Appoint committees and to be an ex-officio member of all committees except the Nominating Committee.

Vice President: Perform the duties of the President and to assist the President as requested.

Secretary: Take attendance and minutes at all meetings of the Members and the Directors; Maintain membership files and records; Send meeting notices and conduct the correspondence of West Osceola Friends of the Library.

Treasurer: Make and keep a permanent record of all monies of West Osceola Friends of the Library and all transactions involving money. The Treasurer shall report to the Directors the financial affairs of West Osceola Friends of the Library at each Board meeting and to the Members at the annual meeting of Members.

The Board of Directors may establish an executive committee with roles and responsibilities determined by the Board.

The first annual meeting of the Members shall take place in the first quarter of the second year after the date of incorporation and yearly thereafter. The annual meeting of the Members shall be for the election of Directors and for the transaction of other such business as may properly come before the meeting.

A special meeting of the Members may be called at any time by the Directors, or on written request of sixty-six percent (66%) of the general membership of West Osceola Friends of the Library. The purpose of the meeting shall be express in the call.

Written, telephone, email or fax notice of meetings and the business to be transacted shall be sent to each Member at least fourteen (14) days in advance of the meeting.

Twenty-five percent (25%) of the members by attendance or proxy, at any scheduled meeting shall constitute a quorum for the transaction of any business, which may come to the meeting.

Robert’s Rules of Order, Newly Revised, when not in conflict with these by-laws, shall govern the proceedings of West Osceola Friends of the Library.

The Board and/or President, may, by resolution adopted by a majority of the Directors, establish standing or ad hoc committees to include one or more Directors. Each committee shall serve at the pleasure of the Board.

The Finance Committee, composed of the Treasurer as chair, and two (2) additional members appointed by the President, shall prepare an annual budget prior to the start of the last quarter of the fiscal year to reflect the best estimate of the expenses and income of West Osceola Friends of the Library for the following year. The Directors shall approve the budget. The approved budget shall be presented by the Treasurer at the annual meeting of the Members along with a report of the prior year’s financial statements.

Dues shall be payable annually and shall become due by the first day of January. The Board shall review membership levels annually and set the dues for the ensuing year.

An independent audit shall be completed within 120 days of the close of West Osceola Friends of the Library’s fiscal year. A copy of the financial statements and auditor’s report will be available to any Member who requests a copy at a nominal cost.

The Directors shall have the power to amend, repeal, or adopt by-laws at any regular or special meeting of the Board, by a two-thirds vote of the directors. Any By- Law adopted by the Board may be amended or repealed by vote of sixty-six percent (66%) of the Members at the annual or any special meeting of members.

If any By-Law is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next annual meeting of the Members the by-law so adopted, amended or repealed, together with a concise statement of the changes made. Any notice of a meeting of the Board or Members at which the By-Laws are to be adopted, amended or repealed shall include notice of such proposed action.

The main and branch libraries of Osceola County may develop similar organizations as West Osceola Friends of the Library for the benefit of each library branch. To avoid duplication of efforts, West Osceola Friends of the Library may assist in developing a Council of Library Friends of Osceola County (referred to as "Council").

The Council’s purpose is to facilitate communication, provide mutual support and encourage coordination of activities between and among West Osceola Friends of the Library and the other Friends’ groups.

Initial membership in the Council shall be made up of one representative from each branch group.

Gifts of money and membership dues received by West Osceola Friends of the Library shall be deposited to the account of West Osceola Friends of the Library and shall be disbursed by the Treasurer as authorized by the Board of Directors.

Section 2.

An auditor appointed by the Directors shall audit West Osceola Friends of the Library’s books and financial records each year.

Gifts or bequests of books, manuscripts, or other tangible property may be accepted for the benefit of the library, by West Osceola Friends of the Library. Title to the subject matter of any such gifts or bequests shall be vested in West Osceola Friends of the Library, and may be retained or disposed of in such manner, and in whole or in part as the Board of West Osceola Friends of the Library may determine, from time to time.

Monies raised by West Osceola Friends of the Library and any other Friends’ groups that are formed for the support of their local branch library shall be kept in separate bank accounts in their name and those monies shall be managed by and used for such purposes, as other Friends group and West Osceola Friends of the Library shall determine. The existence of the Council as an umbrella organization shall not result in the presumption that money raised by West Osceola Friends of the Library or its assets are in any way under the control of the Council.

Neither the Board of Directors nor the officers shall have any authority to borrow money or incur an indebtedness or liability, other than current expenses, in the name of or on behalf of the organization.

Each Director and officer of West Osceola Friends of the Library and each other person specified by the Board shall be entitled to such indemnification and to such rights and privileges related thereto as may from time to time be provided in the By-laws.

To the fullest extent that the laws of the State of Florida permits elimination or limitation of the liability of Board of Directors members, no Board member or officer shall be personally liable for monetary damages as such for any action taken or any failure to take any action as a Board member.

No contract shall be entered into and no obligation shall be incurred beyond the amount on hand or in the bank after deducting there from, or providing for, the total of all unpaid accounts and unpaid obligations and liabilities.

If there are conflicts between the provision of Florida law, the Articles of Incorporation, and these Bylaws, the provision of Florida Law, the Articles of Incorporation, and the Bylaws (in that order) shall prevail.

In the event of dissolution of West Osceola Friends of the Library, all real and personal property of West Osceola Friends of the Library, after paying or making provisions for the payment of all liabilities and obligations, shall be conveyed, transferred and paid over to such charitable corporations or purposes in such shares, amounts and proportions as the Directors shall determine as being most in furtherance of West Osceola Friends of the Library’s purposes. In no event shall any of the assets of West Osceola Friends of the Library inure to the individual benefit of any Director, officer, member or any other private individual.

Appendix A.

Donor Bill of Rights

Appendix B.

Volunteer Bill of Rights

Appendix C.

The Code of Ethics for Nonprofit and Philanthropic Organizations

Appendix D.

Library Bill of Rights

Copyright © 2004 West Osceola Friends of the Library, Inc.
Last modified: July 26, 2008