Bylaws 

Williamston Community Library Foundation 

A Nonprofit Corporation 

ARTICLE I. 

NAME AND OBJECT OF CORPORATION 

Section I.1.        Name. This Corporation shall be known as the Williamston Community Library Foundation (the Foundation).

Section I.2.        Purpose. The purpose of the Foundation shall be to serve the information needs of the people of the City of Williamston, Williamstown Township, Wheatfield Township and such other geographic areas as from time to time may be added; to promote the library system in the geographic area, its facilities and services; to fund capital and special projects in furtherance thereof; to take and hold by devise, interest to be preserved; to receive and administer funds and function as and exercise all the powers of a Michigan non-profit corporation known as a foundation, exclusively however, for charitable and educational purposes as such purposes are set forth in Section 501(c)(3) of the Internal Revenue Code; and, to carry out such purposes, to take and hold by bequest, devise, gift, purchase or lease, absolutely or in trust, any property permitted by law, whether real, personal or mixed, to convey such property and to invest and reinvest the principal thereof in accordance with law and to deal with and expend the principal or income thereof, or both, and to hold and administer all such property and accumulations thereof all to effectuate and carry out said charitable purposes.

ARTICLE II. 

OFFICE 

Section II.1.        Principal Office.  The principal office of the Foundation shall be located in the City of Williamston, Ingham County, and State of Michigan.

Section II.2.        Registered Office. The registered office of the corporation required by law to be maintained in the State of Michigan may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE III. 

BOARD OF DIRECTORS 

Section III.1.        Business and Management. The business, property and affairs of this corporation shall be managed by a Board of Directors, hereinafter referred to as the Board, and in connection therewith may exercise all of the powers of the foundation granted under its Articles of Incorporation and applicable laws.

Section III.2.        Number, Qualification & Appointment. The Board shall consist of seven (7) to fifteen (15) Directors. At least two (2) Directors shall be selected by the Board from residents of each of the following:  City of Williamston, Williamstown Township and Wheatfield Township, provided that no one governmental unit shall have a majority of votes, and in the event that there is a vacancy causing such a majority, the equilibrium of governmental units must be maintained by abstentions. (amended April 13, 2005 and October 24, 2006.)

Section III.3.        Term of Office. A Director shall hold office for a term of two years. In the first full year of the Foundation’s existence, however, the three incorporators shall continue to hold office for one year, thereby producing at least three (3) vacancies to be filled each year thereafter.

Section III.4.        Election of Directors. Except as hereinafter provided below relating to vacancies, Directors shall be elected by the Board at the annual meeting.  The Nominating Committee shall present a slate of nominees for election as Directors. Nominations may also be made by Directors from the floor. Those persons who receive a plurality of the votes cast shall be deemed to have been elected. If any Director then holding office so demands, the election of Directors shall be by secret ballot.  

Section III.5.        Resignation of Directors. A Director may resign by delivering written notice to the Board, the president, or the secretary of the corporation. A resignation is effective when the notice is received unless the notice specifies a later effective date. If the resignation is made effective at a later date, the Board may fill the pending vacancy before the effective date, if the Board provides that the successor does not take office until the effective date.

Section III.6.        Removal of Directors. A Director may be removed without cause by a vote of the majority of the Directors then in office

Section III 7.        Vacancies in Office. Appointments to fill vacancies on the Board, whether occurring because of expiration of a term or because of resignation or for any other reason, shall be made by the Board. In the event that the Directors remaining in office constitute less than a quorum of the Board, they may fill the vacancy only by the affirmative vote of a majority of all the Directors remaining in office, or by the sole remaining Director. A Director elected to fill a vacancy shall hold office until the next annual meeting of the Board, if the Board so provides at the time the vacancy is filled, or until the end of the unexpired term that such Director is filling, or until such Director's death, resignation or removal, or until such Director's successor is elected.  

Section III.8.        No Compensation. Directors shall not be compensated by the Foundation. (added by amendment, October 24, 2006.)

ARTICLE IV. 

MEETINGS 

Section IV.1.        Annual Meeting. There shall be an annual meeting of the Board for the purpose of electing Directors and officers, approving a budget for the year, and transacting other business. The meeting shall be on the second Wednesday of January each year or at such other time as the Board may determine.

Section IV.2.        Regular Meetings. Regular meetings of the Board shall be set at the annual meeting by the Board.

Section IV.3.        Special Meetings. Special meetings of the Board may be called by the president, or at request of twenty percent (20%) of the Directors then in office. Such meetings must be held within Ingham County, Michigan.

Section IV.4.        Notice of Meetings. Regular meetings of the Board may be held without notice if the date, time and place of the meeting previously have been fixed by the Board; otherwise, regular meetings must be preceded by at least two (2) days notice to each Director, of the date, time, place, and purpose of the meeting. Notice required by the foregoing provisions may be given by any usual means of communication and may be oral or written. However, at special board meetings any board action to remove a Director, or to approve a matter that would require approval by the Directors, shall not be valid unless each Director is given at least seven (7) days written notice that the matter will be voted upon at a Director's meeting, or unless notice is waived pursuant to Section IV.5 below. Oral notice is effective when communicated if communicated in a comprehensible manner. Written notice, if in a comprehensible form, is effective at the earliest of the following: (a) when received; (b) five (5) days after its deposit in the United States mail as evidenced by the postmark if mailed correctly addressed and with first class postage affixed; (c) on the date shown on the return receipt if sent by registered or certified mail, return receipt requested and the receipt is signed by, or on behalf of, the addressee. Written notice is correctly addressed to a Director if addressed to the Director's address shown in the corporation's current list of Directors.

Section IV.5.        Waiver of Notice. A Director may, at any time, waive any notice of any meeting required by these Bylaws. Except as hereinafter provided in this Section, the waiver must be in writing, signed by the Director entitled to the notice, and filed with the minutes or the corporate records. A Director's attendance at, or participation in, a meeting waives any required notice of the meeting, unless the Director upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with these Bylaws, objects to lack of notice and does not, thereafter, vote for, or assent to, the objected to action.

Section IV.6.        Participation by Communication Equipment. A member of the Board may participate in the meeting by means of conference telephone, email, video-conference or similar means of communications, provided that all persons participating in the meeting can communicate with each other before voting. Participation in a meeting pursuant to this method constitutes presence in person at the meeting.

Section IV.7.        Action Without Meeting. Action required or permitted by these Bylaws may be taken without a meeting, if the action is taken by all of the duly elected Directors of the corporation. The action must be evidenced by one or more written consents describing the action taken, signed by each Director, and included in the minutes filed with the corporate records reflecting the action taken. Action taken under this Section is effective when the last Director signs the consent, unless the consent specifies a different effective date. A consent signed under this Section has the effect of a meeting vote and may be described as such in any document.

Section IV.8.        Quorum. A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board. In no event shall a quorum consist of fewer than two (2) Directors and, except as otherwise required by law, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

Section IV.9.        Director Conflict of Interest Transactions. A conflict of interest transaction is a transaction with the corporation in which a Director of the corporation has a direct or indirect interest. For purposes of this Section, a Director has an indirect interest in a transaction if: (a) another entity in which the Director has a material interest, or in which the Director is a general partner, is a party to the transaction; or, (b) the Directors approving this transaction in good faith reasonably believe that the transaction is fair to the corporation. For purposes of this Section, a conflict of interest transaction is approved if it receives the affirmative vote of a majority of the Directors on the Board, or on the committee who have no direct or indirect interest in the transaction, but a transaction may not be approved under this Section by a single Director. If a majority of the Directors on the Board who have no direct or indirect interest in the transaction vote to approve the transaction, a quorum is present for the purpose of taking action under this Section. The presence of, or a vote cast by, a Director with a direct or indirect interest in the transaction does not affect the validity of any action taken under this Section if the transaction is otherwise approved as hereinabove provided.

ARTICLE V. 

OFFICERS 

Section V.1.        Numbers and Qualifications. The officers of the foundation shall consist of a President, a Vice President, a Secretary, and a Treasurer. The Board may appoint such assistant officers as from time to time it may determine and may define their powers and duties.

Section V.2.        Appointment and Term. The principal officers of the corporation shall be elected by the Board at its annual meeting. The Nominating Committee shall present a slate of nominees for appointment. Nominations may also be made from the floor. All nominees for the four (4) principal offices must be members of the Board. Each officer shall hold office for a period of one (1) year, or until such officer's death, resignation, or removal, or until such officer's successor is elected. No individual may hold more than one office. A vacancy occurring in a position of officer of the corporation may be filled at any time by the Board. The term of an officer appointed to fill a vacancy shall expire at the end of the unexpired term that such officer is filling.

Section V.3.        Resignation and Removal. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is received, unless the notice specifies a future effective date. If a resignation is made effective at a future date and the Board accepts the future effective date, the Board may fill the pending vacancy before the effective date, if the Board provides that the successor does not take office until the effective date. The Board may remove any officer at any time with, or without, cause.

Section V.4.        President. The president shall be the chief executive officer of the corporation and, subject to the control of the Board, shall supervise and control the management of the corporation in accordance with these Bylaws. The president may sign, with the secretary or any other proper officer of the corporation so authorized by the Board, any deeds, leases, mortgages, bonds, contracts or other instruments which lawfully may be executed on behalf of the corporation, except where the signing and execution thereof expressly shall be delegated by the Board to some other officer or agent of the corporation, or where required by law to be otherwise signed and executed. The president shall serve as the chairperson of the Board, and shall preside at all meetings of the Board. The president shall be an ex officio member of all operating committees. The president shall, in general, perform all duties incident to the office of president, and such other duties as may be prescribed from time to time by the Board.

Section V.5.        Vice-President. In the absence of the president, or in the event of death, inability, or refusal to act of the president, the vice-president, unless otherwise determined by the Board, shall perform the duties of the president, and when so acting shall have all the powers of, and be subject to, all the restrictions upon the president. The vice-president shall also serve as vice-chairperson of the Board, and in absence of the president, or in the event of the death, inability, or refusal to act of the president, shall preside at all meetings of the Board. The vice-president shall perform such other duties as may be assigned from time to time by the president, or the Board.  

Section V.6.        Secretary. The secretary shall: (a) cause to be prepared minutes of all meetings of the Board, and of the Executive Committee; (b) authenticate records of the corporation when requested to do so; (c) give all notices required by law and by these Bylaws; (d) have general charge of the corporate books and records and of the corporate seal, and affix the corporate seal to any lawfully executed instrument requiring it; (e) sign such instruments as may require such signature; (f) cause such corporate reports, as may be required by state law, to be prepared and filed in a timely manner; and, (g) in general, perform all duties incident to the office of secretary, and such other duties as may be assigned from time to time by the president, or the Board.

Section V.7.        Assistant Secretaries. In the absence of the secretary, or in the event of the death, inability, or refusal to act of the secretary, the assistant secretaries, in the order of their length of service as assistant secretaries, unless otherwise determined by the Board, shall perform the duties of the secretary and when so acting shall have all the powers of, and be subject to, all the restrictions upon the secretary. They shall perform such other duties as may be assigned to them by the secretary, the president, or the Board.

Section V.8.        Treasurer. The treasurer shall: (a) have custody of all funds and securities belonging to the corporation, and receive, deposit, or disburse the same under the direction of the Board; (b) keep full and accurate accounts of the finances of the corporation in books especially provided for that purpose; (c) cause such returns, reports, and/or schedules as may be required by the Internal Revenue Service and the state taxing authorities to be prepared and filed in a timely manner; (d) cause a true balance sheet (statement of the assets, liabilities, and fund balance) of the corporation as of the close of each fiscal year, and true statements of activity (support and revenue, expenses, and changes in fund balance, functional expenses and cash flows) for such fiscal year, all in reasonable detail, to be prepared and submitted to the Board; and, (e) in general, perform all duties incident to the office of treasurer and such other duties as may be assigned from time to time by the president, or the Board.

Section V.9.        Assistant Treasurer. In the absence of the treasurer, or in the event of the death, inability, or refusal to act of the treasurer, the assistant treasurers, in the order of their length of service as assistant treasurers unless otherwise determined by the Board, shall perform the duties of the treasurer, and when so acting shall have all the powers of, and be subject to, all the restrictions upon the treasurer. They shall perform such other duties as may be assigned to them by the treasurer, the president, or the Board.

Section V.10.        No Compensation. The principal and assistant officers of the corporation described in the foregoing Sections shall not be compensated for their services as such.

Section V.11.        Executive Director. The Board may appoint an executive Director, who shall be the chief operating officer of the corporation, and, subject to the control of the Board, have overall responsibility for the routine management of the affairs of the corporation. The executive Director shall report to the Board and shall work closely with the president of the corporation. Duties of the executive Director shall include: (a) coordinating the activities of the operating committees; (b) representing the corporation in the community; (c) overseeing the building projects of the corporation; (d) supervising the administrative functions of the corporation; and, (e) in general, performing such other duties as may be assigned form time to time by the president, or the Board. The Board may approve compensation and benefits for the executive Director. The executive Director may not be elected to serve on the Board.

ARTICLE VI. 

COMMITTEES 

Section VI.1.        Board Committees in General. The Board may create one or more committees of the Board, in addition to the Executive Committee established by these Bylaws. Committees of the Board shall be composed solely of individuals currently serving as duly elected Directors of the corporation. Each committee of the Board shall have two (2) or more Directors, who shall be appointed by, and serve at the pleasure of, the Board. The creation of a committee of the Board and appointment of members to it must be approved by a majority of all the Directors in office when the action is taken. The provisions of ARTICLE IV of these Bylaws which govern the meetings of the Board shall apply to committees of the Board and their members as well, except that no committee of the Board shall be required to have an annual meeting or scheduled regular meetings. To the extent specified or authorized by the Board, or in these Bylaws, each committee of the Board may exercise the authority of the Board. A committee of the Board may not, however: (a) authorize distributions; (b) approve or recommend dissolution, merger, or the sale, pledge, or transfer of all, or substantially all, of the corporation's assets; (c) elect, appoint, or remove Directors, or fill vacancies on the Board, or on any committee of the Board; or, (d) adopt, amend, or repeal the Articles of Incorporation or any Bylaws.

Section VI.2.        Executive Committee. The Executive Committee, which is a committee of the Board, shall consist of the four (4) principal officers of the corporation, and up to three (3) additional Directors appointed by the president to serve in such capacity until the next annual meeting of the Board, provided that the appointment of additional Directors must be approved by a majority of all the Directors in office when such action is taken. The president shall serve as the chairperson of the Executive Committee and shall preside at all of its meetings. Except to the extent prohibited or limited above, or by resolutions of the Board, the Executive Committee may exercise the authority of the Board at such times as the Board is not in session. In addition, the Executive Committee shall perform the functions described below.

        A.        Finance and Budget Functions: In performing this function the Committee shall:

        (i)        oversee the implementation and administration of policies and procedures for handling and accounting for the finances of the corporation;

        (ii)        prepare an annual revenue and expense budget for submission to the full Board;

        (iii)        work closely with the Fund-Raising Committee to coordinate development of the resources needed to meet the revenue goals of the budget;

        (iv)        monitor the implementation of the budget;

        (v)        when necessary, make recommendations to the Board regarding adjustments to the budget.

        B.        Human Resources Functions: In performing this function the committee shall;

        (i)        oversee the implementation and administration of policies and procedures relating to volunteers and employees, if any, of the corporation.

        C.        Strategic and Long Range Planning Functions: In performing this function the committee shall:

        (i)        coordinate the strategic and long range planning activities of the corporation;

        (ii)        monitor and evaluate the performance of the corporation with respect to the achievement of its mission, purposes and goals.

Section VI.3.        Non-Board Committees in General. The Board may create one or more non-board committees, in addition to the Nominating Committee and the operating committees established by these Bylaws and delegate non-board functions to such committees. Non-board committees may include both Directors and individuals who are not Directors of the corporation.

Section VI.4.        Nominating Committee. The Nominating Committee shall consist of three (3) members, not more than two (2) of whom currently shall be Directors of the corporation. Retiring and former Directors of the corporation shall be encouraged to consider serving on this committee. The current president may not be a member of this committee. The committee members shall be appointed by the Board on an annual basis to serve until the next annual meeting of the Board. A vacancy on this committee may be filled by the Board at any time. Members of the Nominating Committee may be appointed to successive terms. The committee shall be responsible for identifying and recruiting prospective Directors of the corporation and shall present a slate of nominees for election as Directors at the annual meeting. The committee shall also present a slate of nominees for appointment as principal officers of the corporation and may make recommendations for chairpersons of the operating committees.

Section VI.5.        Operating Committees. Within thirty (30) days after the annual meeting each year, the president shall appoint a chairperson of each of the operating committees described below. The names of the chairpersons so appointed shall be submitted for ratification by the Directors at the next meeting of the Board. A vacancy occurring in the position of an operating committee chairperson shall be filled in like manner upon appointment by the president and ratification by the Board. The chairperson of each operating committee, in consultation with the president, shall appoint the members of the committee. New members of the operating committees may be appointed at any time. Each Director of the corporation shall serve on at least one (1) of the operating committees. Operating committee chairpersons shall be expected to attend the regular meetings of the Board for the purpose of reporting on the work of their committees, receiving direction and guidance from the Board, and seeking approval of actions proposed by their committees which require Board approval. The operating committees shall perform the functions described below and such other functions as the Board may provide.

        A.        Fund-Raising Committee. This committee shall be responsible for coordinating the raising of funds needed to conduct the business of the corporation. The tasks to be coordinated by this committee shall include fund-raising campaigns, grant proposal writing, special fundraising and cultivation of major donors.

        B.        Public Relations Committee. This committee shall be responsible for educating and informing the public regarding the mission and purposes of the corporation, the need for a community library, and the steps being taken to meet this need. The tasks to be coordinated by this committee shall include public speaking, communicating with the news media, communicating with the applicable governmental entities, participation in community organizations (e.g., Chamber of Commerce, Williamston Area Service Organizations, etc.) as the Board may determine from time to time, publishing of a periodic newsletter, and maintaining the corporation website (www.wclf.info).

        C.        Building Committee. This committee shall be responsible for researching current construction standards relating to library design and reporting its findings to the Board in a manner as prescribed by the Board. The tasks to be directed by this committee shall include:

(i)        obtaining designs, including conventional and alternative.

(ii)        coordinating with the Fundraising Committee regarding building designs most desirable or grant applications.

(iii)        obtain plans and construction documents.

(iv)        solicit, recruit and pre-qualify contractors.

(v)        obtain necessary permits including construction, land use, environmental impact, and all others that may apply.

(vi)        oversee all construction activity.

(vii)        recruit and coordinate with volunteer organizations relative to landscaping and ancillary use of the grounds.

(viii)        such other related functions as may be determined from time to time by the Board.

ARTICLE VII. 

EXECUTION OF INSTRUMENTS 

Section VII.1.        Contracts and Instruments Generally. Contracts and other instruments (not including instruments covered in Section VII.2 hereof) to be executed by the Foundation shall be signed by any two (2) Directors. The Board may authorize, in writing, any such officer or other persons whether or not an officer of the foundation to sign any contract or other instrument, and may authorize any such officer or other person to delegate, in writing, all or any of such authority to any other person or persons.

Section VII.2.        Checks and Drafts. All checks, drafts and orders for payment of money issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board.

Section VII.3.        Deposits. All funds of the Foundation shall be deposited to the credit of the Foundation in such banks, trust companies or other depositories as the Board may elect to use.

Section VII.4.        No Loans To or Guaranties for Directors. The corporation may not lend money to, or guarantee the obligation of, a Director, or officer of the corporation, but the fact that a loan or guaranty is made in violation of this Section does not affect the borrower’s liability on the loan.

ARTICLE VIII. 

INDEMNIFICATION 

Subject to the conditions set out below, each person now or heretofore or hereafter a Director, officer or employee of the foundation whether or not such person continues to serve in any such capacity at the time of incurring the cost or expenses hereinafter indicated, shall be indemnified by the foundation against all financial loss, damage, costs and expenses (including counsel fees) reasonably incurred by or imposed upon that person in connection with or resulting from any civil or criminal action, suit, proceeding, claim or investigation in which he may be involved by reason of any action taken or omitted to be taken by him in good faith as such Director, officer or employee of the Foundation. Such indemnification is subject to the condition that a majority of the quorum of the Board comprised of those Directors who are not parties to such action, suit, proceeding, claim or investigation or, if there be no such quorum, independent counsel selected by a quorum of the entire Board, shall be of the opinion that the person involved exercised and used the same degree of care and skill as a prudent person would have exercised or used under the circumstances, or that such person took or omitted to take such action in a reliance upon advise of counsel for the foundation or upon information furnished by an officer or employee of the Foundation and accepted in good faith by such person. The indemnification proved herein shall inure to the benefit of the heirs and personal representative of any Director, officer, or employee and shall not be exclusive of any other rights to which such party may be entitled by law or under any resolutions adopted by the Board. 

ARTICLE IX 

GENERAL PROVISIONS 

Section IX.1.        Corporate Seal. The corporate seal of the corporation shall be in such form as the Board may from time to time determine.

Section IX.2.        Amendments. The Articles of Incorporation and Bylaws of the corporation may be amended or repealed and new Articles of Incorporation or Bylaws may be adopted by the Board of Directors. The corporation shall provide at least ten (10) days written notice of any meeting of Directors at which an amendment is to be approved, unless notice is waived pursuant to ARTICLE IV, Section 5 above. The notice must state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the Articles of Incorporation or Bylaws, and contain, or be accompanied by, a copy or summary of the amendment, or state the general nature of the amendment. Any amendment must be approved by a majority of the Directors in office at the time the amendment is adopted.

Section IX.3.        Financial Reports. The books of the corporation shall be closed as of the end of each fiscal year and financial statements shall be prepared and submitted to the Board of Directors. In the discretion of the Board of Directors, the corporation may engage an independent certified public accountant to audit or review the financial statements.

Section IX.4.        Corporate Minutes and Records. The corporation shall keep, as permanent records, minutes of all meetings of its board of Directors, a record of all actions taken by the Directors without a meeting, and a record of all actions taken by the Executive Committee, and any other committees of the Board of Directors. The corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. The corporation shall keep a copy of its records at its principal office as required by law and policies of the Board.

The minutes and records described above shall be made available for inspection by current Directors upon reasonable request. In addition, to the extent required by applicable law, the corporation shall make available for inspection during regular business hours by any individual, copies of: 

A.        Any application filed with, and any letter or other document issued by, the Internal Revenue Service with respect to the tax exempt status of the corporation; and,

B.        The annual returns filed with the Internal Revenue Service for the three (3) most recent years (to the extent the corporation is required to file such returns); provided, that the names and addresses of contributors to the corporation may be kept confidential.

ARTICLE X. 

POWER OF BOARD TO BORROW MONEY 

The Board shall have full power and authority to borrow money whenever in the discretion of the Board the exercises of said power is required in the general interests of the Foundation, and in such case the Board may authorize the officers of the Foundation to make execute and deliver in the name and on behalf of the foundation, such notes, bonds and other evidence of indebtedness as said Board shall deem proper, and the Board shall have full power to mortgage the property of the foundation or an part thereof as security for such indebtedness. 

ARTICLE XI. 

FISCAL YEAR 

The fiscal year of the foundation shall begin on the first day of September and end on the last day of August in each year. 

ARTICLE XII. 

DISSOLUTION 

In the event of dissolution of the foundation, all assets, real and personal shall be distributed to such organizations as are qualified as tax exempt under section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provisions of a future United State Revenue Law. 

Adopted this __ day of November, 2000 

                       signed                                                signed

_____________________________                _____________________________

Patricia A. Hogg, Director                                John H. Brazier, Director

                     signed

_____________________________ 

Edward T. Noonan, Director 

AMENDED DECEMBER 20, 2006, SUBJECT TO LEGAL REVIEW.