Friends of Ridgefield Community Library Bylaws
ARTICLE I
Name of Organization
The name of this organization shall be Friends of Ridgefield Community Library (FRCL).
This organization shall be affiliated with, and operate under the umbrella of, the Fort Vancouver Regional Library (FVRL) Foundation. The FVRL Foundation is a 501(c)(3) public charity, registered as a not-for-profit corporation with the Internal Revenue Service (IRS) and the State of Washington. The Friends of Ridgefield Community Library will conduct their business under FVRL Foundation’s IRS identification number (91-1456753) and comply with all federal and state laws that apply to nonprofit organizations.
For the remainder of this document, the name of this organization shall be referred to as “FRCL.”
ARTICLE II
Purpose
The purpose of this organization is as follows:
To promote a positive working relationship between the citizens of the Ridgefield community and the Ridgefield Community Library, a branch of the Fort Vancouver Regional Library.
To promote knowledge of and create interest in the functions of the Ridgefield Community Library.
To sponsor programs, activities, and fund-raising events that conform to the general purpose of the Ridgefield Community Library.
To provide leadership and volunteers to work with, support the development of, and advocate for the Ridgefield Community Library’s services and resources.
ARTICLE III
Membership
Section 1: Membership in this organization shall be open to all individuals in agreement with the purpose of this organization, effective with the payment of annual dues.
Section 2: Each individual shall be entitled to one vote as long as he/she is current in payment of dues. A family membership entitles two members of the same immediate family, same household, to one vote each.
Section 3: The membership shall have the option to sponsor a Junior Friends group involving young people up to the age of eighteen.
ARTICLE IV
Board of Directors
Section 1: All members of the Board of Directors must be members of FRCL in good standing.
Section 2: The Board of Directors (hereafter referred to as “Board” or “the Board”) shall consist of the elected officers, the immediate past president, standing committee chairpersons, directors-at-large (if any), and the community library’s librarian. The total number of people sitting on the Board shall always be an odd number, and all members shall have one vote each.
Section 3: The officers of this organization shall be one President, one or more Vice Presidents, one Treasurer, and one Recording Secretary.
Section 4: Officers shall be elected by a majority vote of the membership attending the annual meeting, and shall serve for a one-year term, effective July 1.
Section 5: All other Board members shall be appointed for a one-year term, effective July 1.
Section 6: A nominating committee, consisting of no less than three (3) members, shall be appointed by the president to determine candidates for officer positions. The slate of officers for the upcoming year will be presented to the membership at the general meeting prior to the annual meeting; additional nominations may be made from the floor during the general meeting with the consent of the nominee. Voting shall be conducted at the annual meeting via ballot.
Section 7: Vacancies occurring on the Board shall be filled for the unexpired term by a majority vote of the members in attendance at the general meeting during which the vote is taken.
ARTICLE V
Duties of Officers
Section 1. Officers shall perform the duties prescribed by these bylaws, as well as those outlined in the policies and procedures and established job descriptions.
Section 2. President: The president shall be the official spokesperson and representative for the organization and shall be responsible for submitting such reports and forms as required by the FVRL Foundation.
Section 3. Vice President: The vice president shall assume the duties of the president in their absence, and perform all other duties as assigned by the president.
Section 4. Recording Secretary: The recording secretary shall record, distribute, and archive minutes of all board, general, annual, and special meetings and perform all other duties as assigned by the president.
Section 5. Treasurer: The treasurer shall be responsible for collecting, distributing, and accounting for the funds of the organization, and perform all other duties as assigned by the president.
ARTICLE VI
Duties of Standing Committee Chairs and Other Board Positions
Section 1. Standing Committee Chairs. The committee chair shall oversee and manage the activities of the committee ensuring committee responsibilities are met at the direction of the FRCL Board.
Section 2. Directors-at-Large. The director-at-large shall perform specific duties to support the work of the Board.
Section 3. Past President. The immediate past president shall serve as an advisor to the Board with voting privileges, ensuring continuity of activities and programs.
Section 4. Community Library Librarian. The Ridgefield Community Library Librarian shall serve as an ex-officio member of the Board with voting privileges.
ARTICLE VII
Meetings
Section 1: All meetings shall be open to the public except for Board meetings.
Section 2: Board Meetings: Board meetings shall be held at least four (4) times a year. Additional Board meetings may be called at the discretion of the president.
Section 3: General Meetings: General meetings of the membership shall be held monthly on a date mutually agreed upon by FRCL. Advance notice will be posted publicly, and membership will be notified.
Section 4: Special Meetings: Special meetings of the membership may be called at any time by the president or a majority of the Board provided the general membership is notified in advance at least five days prior to the meeting.
Section 4: Annual Meeting: An annual meeting will be held during which officers shall be elected, and any changes to the bylaws may be approved by a majority vote of the membership in attendance.
Section 5: Quorum: At any general, annual, or special meeting of the membership, the presence of the president or vice president and six (6) members shall constitute a quorum (a minimum of seven members). At any regular or special meeting of the Board, the presence of the president or vice president and four members (4) shall constitute a quorum (a minimum of five members).
ARTICLE VIII
Bylaws
Section 1. These bylaws shall be reviewed annually by the Board.
Section 2. These bylaws may be amended by two-thirds vote of the majority of the members present at an annual meeting or special meeting provided the general membership has been notified of the vote through normal channels at least two weeks prior to the meeting at which the vote will occur. A majority vote by the Board via email may also be conducted to expedite any routine or minor bylaw change (i.e. spelling, grammar, etc.).
ARTICLE IX
Finances and Liability
Section 1: Monies received from memberships, projects, gifts, and memorials will be used to further the purpose of the organization.
Section 2: All funds of the organization shall be deposited on a timely basis to the credit of the organization in such banks as the Board may select.
Section 3: All expenditures from these funds shall be approved by members attending the general meeting at which the request is made.
Section 4: The fiscal year shall be from July 1 through June 30 of each year.
Section 5: Directors, officers, or members of the organization are volunteers and shall not receive any compensation for their services to FRCL, except for (a) reimbursement of expenses, or (b) services provided other than as a director, officer, of member.
Section 6: No member of the organization shall be liable except for their personal unpaid dues, and no personal or financial liability shall in any event be attached to any member of the organization in connection with any of its undertakings.
ARTICLE X
Dues Structure
Section 1: The annual membership year begins on July 1 and ends on June 30.
Section 2: Dues to renew membership shall be payable annually by July 31.
Section 3: Any change in the amount of membership dues may be presented to the general membership and voted on at a general membership meeting. The new dues structure shall take effect the following July 1.
ARTICLE XI
Dissolution
Section 1: Announcement of FRCL’s intention to voluntarily dissolve the organization must be made by the president on behalf of the Board at a general meeting of the membership and must be distributed through appropriate channels to the general membership. Notice of the meeting to vote on voluntary dissolution must be given to the membership at least 60 days prior to the vote. A vote to dissolve the organization shall require a vote of at least two-thirds of the members present at the meeting.
Section 2: Involuntary dissolution of this organization shall occur by declaration of the Board and announced in writing to the membership, Ridgefield Community Library, FVRL Foundation, and the Fort Vancouver Library District. Involuntary dissolution shall be considered under only these circumstances:
This organization no longer fulfills its stated mission and/or,
Lack of member attendance/participation at general, board, annual or special meetings and FRCL events.
Section 3: Should the organization be dissolved, either voluntarily or involuntarily, it shall be liquidated in accordance with all applicable laws of the State of Washington, and after all debts, obligations and liabilities of FRCL have been paid, satisfied, and discharged, all money and property constituting the residual asset of FRCL shall be transferred and delivered to the FVRL Foundation.
Date Approved:
Amended: January 2018
Amended: September 2018 (grammar only)
Amended: December 2019
Amended: October 2021