BY-LAWS OF THE SCENIC REGIONAL LIBRARY FOUNDATION
A NOT-FOR-PROFIT CORPORATION
In the State of Missouri
ARTICLE I – ORGANIZATION
The name of the organization shall be the Scenic Regional Library Foundation.
ARTICLE II – PURPOSES
(a) The Foundation is organized exclusively for charitable, religious, educational, and scientific purposes and including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The Foundation may receive and administer funds for scientific, religious, educational, and charitable purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 and to that end, the Foundation is empowered to hold any property, or any undivided interest therein, without limitation as to amount or value; to dispose of any such property and to invest, reinvest, or deal with the principal or the income in such manner as, in the judgment of the directors, will best promote the purposes of the Foundation, without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received, these Articles of Incorporation, the By-Laws of the Foundation, or any applicable laws, to do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its directors or officers except as permitted under the Not-for-Profit Foundation Law.
(b) The Foundation is specifically organized, and at all times hereafter is operated exclusively for the benefit of, and to carry out the purposes of the Scenic Regional Library.
(c) No part of the net earnings of the Foundation shall inure to the benefit of any member, trustee, officer of the Foundation, or any private individual, except that reasonable compensation may be paid for services rendered to or for the Foundation affecting one or more of its purposes, and no member, trustee, officer of the Foundation, or any private individual shall be entitled to share in the distribution of any of the Foundation assets on dissolution of the Foundation. No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate in or intervene in, including the publication or distribution of statements, any political campaign on behalf of any candidate for public office.
ARTICLE III – MEMBERSHIP
The Members of this Foundation shall be the Library Board of Directors of the Scenic Regional Library. The Members shall have the power to:
• Appoint all Directors of the Foundation
• Remove any Director who misses two consecutive meetings.
• Receive the annual report of the Foundation
• Receive the audit of the Foundation
• Amend the Bylaws of the Foundation
ARTICLE IV – MEMBERSHIP MEETINGS
(a) The annual Membership meeting of this organization shall be held at the July meeting of the Library Board of Directors of the Scenic Regional Library.
(b) The Secretary shall cause notice to be given to every member in good standing, telling the time and place of such annual meeting according to the Bylaws for the Scenic Regional Library.
(c) The presence of not less than fifty percent (50%) of the members shall constitute a quorum and shall be necessary to conduct the business of the members.
(d) Special meetings of this organization may be called by the president when s/he deems it for the best interest of the organization. The Secretary shall cause notice to be given to every member in good standing telling the time and place of such special meeting, according to procedure set forth in the Bylaws for the Scenic Regional Library.
(e) No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
ARTICLE V – FOUNDATION BOARD OF DIRECTORS
(a) The business of this organization shall be managed by a Foundation Board of Directors consisting of twelve (12) Directors, four from each of the counties served by the Scenic Regional Library. The initial Foundation Board of Directors shall be appointed for staggered terms of one, two, and three year terms, so that each county is equally represented. The Library Director shall be an ex officio, non-voting member of the Foundation Board of Directors.
(b) The Directors to be chosen for the ensuing year shall be chosen at the annual meeting of the Members of the Foundation and they shall serve for a term of three years. Each year, the term of one or two Directors from each county shall expire. Directors may serve for a second, but not a third consecutive term, but may serve after a year’s absence from the Foundation Board.
(c) The Foundation Board of Directors shall have the control and management of the affairs and business of the Foundation at its duly convened meetings. The annual meeting of the Foundation Board of Directors shall be the first meeting after the July meeting of Members. The meetings of the Foundation Board of Directors shall be held at least quarterly and shall be open to the public.
(d) Sixty percent (60%) of the Directors shall constitute a quorum. Each Director shall have one vote and such voting may not be done by proxy. Actions of the Foundation Board may be taken by a simple majority of those present. The President of the corporation shall not vote, except in the case of a tie.
(e) A Director may be removed by a majority vote of the remaining Directors, with the approval of the Members.
(f) Vacancies in the Foundation Board of Directors shall be filled by a vote of the majority of the remaining Directors for the balance of the term, with the approval of the Members. A Director serving a partial term of less than eighteen (18) months may serve two additional full terms but not a third consecutive term. A Director serving a partial term of more than eighteen (18) months may serve one additional full term but not a second consecutive term.
ARTICLE VI – OFFICERS
(a) The Officers of the Foundation shall be as follows: President, Vice-President, Secretary, and Treasurer who shall be selected by the Directors from among their number at the annual meeting of the Foundation.
(b) The President shall preside at all meetings, and is, by virtue of office, Chairman of the Foundation Board of Directors. The president shall:
• present at each annual meeting of the organization an annual report of the work of the organization.
• be one of the officers who may sign the checks or drafts of the organization.
• see that all books, reports and certificates required by law are properly kept or filed.
• have such powers as may be reasonably construed as belonging to the Foundation Board president of any organization.
(c) The Vice President shall, in the event of the absence or inability of the President to exercise office, become acting president of the organization with all the rights, privileges and powers as if s/he had been the duly elected president.
(d) The Secretary shall keep the minutes and records of the organization in appropriate books. The secretary shall:
• file any certificate required by any statute, federal or state.
• give and serve all notices to members of this organization.
• be the official custodian of the records and seal of this organization.
• be one of the officers that may sign the checks and drafts of the organization.
• present to the membership at any meetings any communication addressed to the Secretary of the organization.
• submit to the Foundation Board of Directors any communications which shall be addressed to the Secretary of the organization.
• attend to all correspondence of the organization and shall exercise all duties incident to the office of Secretary.
(e) The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization. The Treasurer:
• must be one of the officers who shall sign checks or drafts of the organization. Check signing authority may not be delegated, except with the approval of the Foundation Board of Directors,
and within the limits that they shall set. All checks of the foundation shall require two signatures.
• shall render at stated periods as the Foundation Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the
minutes of the Foundation Board of Directors of such meeting.
• shall exercise all duties incident to the office of Treasurer.
(f) Officers shall by virtue of their office be members of the Foundation Board of Directors.
(g) No officer shall for reason of office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.
ARTICLE VII – COMMITTEES
(a) All committees of the Foundation shall be appointed by the Foundation Board of Directors and their term of office shall be for a period of one year or less if sooner terminated by the action of the Foundation Board of Directors. Committee members need not be Directors of the Foundation.
(b) The permanent committees shall be: the Executive Committee and the Friends of the Library Committees. The Directors may also establish other committees, including an Honorary Trustees
(c) The Executive Committee shall consist of the Officers of the Foundation and such other members as may be appointed to the committee by the Foundation Board on an Ad Hoc basis. They shall have the task of carrying out business of the Foundation in between meetings. The President of the Foundation Board shall be the Chair of the Executive Committee.
(d) Friends of the Library Committees may be organized by each Branch. The Manager of the Branch, or the Library Director, shall be an ex officio, non-voting member of the committee. The Foundation Board of Directors shall establish Bylaws to apply to all the Friends of the Library Committees, including establishing dues, banking requirements, guidelines for establishing a Friends of the Library Committee, for meetings and for membership. A Friends of the Library Committee may be started at each Branch with a minimum of three persons: a chairperson, treasurer, and secretary.
ARTICLE VIII – INDEMNIFICATION
(a) The Foundation shall, to the extent legally permissible, indemnify any person serving or who has served at any time as a director, executive director, president, vice president, treasurer, assistant treasurer, clerk, assistant clerk or other officer of the Foundation, or at its request as a director or officer of any organization, or at its request in any capacity with respect to any employee benefit plan, and may indemnify an employee or other agent who has so served, against all liabilities and expenses, including, without limitation, amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a director or officer (or in any capacity with respect to any employee benefit plan), except with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith
in the reasonable belief that his action was in the best interests of the Foundation (or, to the extent that such matter relates to service with respect to an employee benefit plan), in the best interest of the participants or beneficiaries of such employee benefit plan; provided, however, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise and indemnification shall be approved:
(i) by a majority vote of a quorum consisting of disinterested directors;
(ii) if such a quorum cannot be obtained, then by a majority vote of a committee of the Foundation Board of Directors consisting of all the disinterested directors;
(iii) if there are not two or more disinterested directors in office, then by a majority of the directors then in office, provided they have obtained a written finding by special independent
legal counsel appointed by a majority of the directors to the effect that, based upon a reasonable investigation of the relevant facts as described in such opinion, the person to be indemnified appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Foundation (or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan); or
(iv) by a court of competent jurisdiction.
(b) The Foundation shall maintain Directors & Officers Liability Insurance.
(c) If authorized in the manner specified above for compromise payments, expenses including, but not limited to, counsel fees, reasonably incurred by any such person in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the Foundation in advance of the final disposition thereof upon receipt of (a) an affidavit of such individual of his good faith belief that he has met the standard of conduct necessary for indemnification under this Section, and (b) an undertaking by such individual to repay the amounts so paid to the Foundation if it is ultimately determined that indemnification for such expenses is not authorized by law or under this Section, which undertaking may be accepted without reference to the financial ability of such person to make repayment.
(d) The right of indemnification hereby provided shall not be exclusive of or affect any rights to indemnification to which Foundation personnel other than the persons designated in this Section may be entitled by contract, by vote of the Foundation Board of Directors, or otherwise under law.
(e) As used in this article the terms “person,” “director,” “officer,” “employee,” and “agent” include their respective heirs, executors and administrators, and an “interested” director or officer is one against whom is such capacity the proceedings in question or other proceedings on the same or similar grounds is then pending.
ARTICLE IX – AMENDMENTS
(a) These By-Laws may be altered, amended, repealed or added to by a simple majority vote of the Members. An amendment may be proposed by the Directors to the Members.
(b) If any term or provision hereof, or the application thereof to any person or circumstances, shall to any extent be held invalid or unenforceable, the remainder hereon, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision hereof shall be held valid and be enforced to the fullest extent permitted by law.