Friends of The Castro Valley Library
A California Non-Profit Public Benefit Corporation
Date: November 8, 2016
Section 1. Name. The name of this organization shall be “Friends of the Castro Valley Library”.
Section 2. Form. The Friends is a non-profit, public benefit and tax-exempt corporation in accordance with the Federal Internal Revenue Code 501(c) (3) and the State of California Revenue and Taxation Code 237020.
Statement of Purpose
Section 1. Purpose. To promote literacy and to support the Castro Valley Library as a vital community resource.
Section 1. Eligibility. Membership in this organization shall be open to all interested individuals in agreement with its purposes.
Section 2. Classes. This organization shall have the following two classes of members who together shall be referred to herein as “members”: Regular Members (Individuals and Families) and Associate Members. Associate Members shall be those businesses or organizations that choose to support the Friends. The Board of Directors shall designate categories of membership and dues.
Section 3. Membership Year. The membership year shall commence on January 1st and end on December 31st.
Section 4. Dues. Each member in good standing must pay, within the time and on the conditions set by the Board of Directors, annual dues in amounts to be fixed from time to time by the Board of Directors. Such dues shall be payable by each member by January 1. Any membership not renewed by December 31 will expire. Membership may be re-established at any time by payment of appropriate dues
Board of Directors
Section 1. Composition of the Board. The Board of Directors shall consist of a President, Vice-President, Secretary, Treasurer, and two At-Large Members until changed by amendment of the Bylaws. There shall be no ex-officio members of the Board.
Section 2. Qualifications. All directors must be Regular Members of the Friends in good standing.
Section 3. Nomination of Members of the Board of Directors and Officers. Board Members and Officers shall be nominated by a committee of three Regular Members appointed by the Board of Directors. Such appointments, which may include one member of the Board, shall be made at least three months prior to the annual meeting. The Nomination Committee will make an active effort to elicit a slate of nominees from the Regular Membership of the Friends. The nominations shall be submitted to the membership at the Annual Meeting. Additional nominations may be made from the floor at that meeting.
Section 4. Election of Members of the Board of Directors and Officers. Board Members and Officers shall be elected by a majority of those Regular Members present at the Annual Meeting and shall take office immediately following that meeting.
Section 5. Vacancies. Subject to the provisions of Section 5226 of the California Non-profit Public Benefit Corporation Law, any director may resign effective upon giving written notice to the President or the Secretary of the Board. Such resignation will be effective when received unless the notice specifies a later time for effectiveness of such resignation. If the resignation is effective at a future time, a successor may be selected before such time with the effective date to be determined by the Board of Directors.
Vacancies shall be filled by recommendation of the President and approved by the Board of Directors. The appointment is subject to approval by the Regular Members at the next scheduled meeting of the Friends.
Section 6. Powers and Duties. Subject to the Limitations of the Articles of Incorporation and these Bylaws, the activities and affairs of the corporation shall be conducted and all corporate powers shall be exercised by or under the control of the Board. The Board shall plan and direct the work necessary to carry out programs on selected library issues as determined by the Board.
Section 7. Regular Meetings. The Board shall hold regular, at least quarterly, meetings open to active membership. A quorum for voting purposes shall consist of four directors. No action taken at any regular Board meeting shall be invalidated because of the failure of any director to receive any notice properly sent or because of any irregularity in any notice actually received.
Section 8. Special Meetings. Special meetings of the Board for any purpose or purposes may be called at any time by the President, the Secretary, or by any two Directors, and such meetings shall be held at a place in Castro Valley, designated by the person or persons calling the meeting.
Section 9. Emergency Vote. An emergency vote may be made by the President contacting the Board of Directors and obtaining a majority vote.
Section 10. Removal from Office. The Board may declare vacant the office of a director who has not attended three (3) consecutive meetings of the Board or who has been found by a final order or judgment of any court to have breached any duty arising under Article 3 of the California Non-profit Public Benefit Corporation Law.
Section 11. Committees. The Board may appoint one or more committees. These may include Standing Committees such as a Book Store Committee, Membership, Publicity, Community Relations, and/or others as deemed necessary.
Such committees shall perform duties as directed by the Board except with respect to:
a. The approval of any action for which the California Non-profit Public Benefit Corporation Law also requires approval of the Members or approval of a majority of all members;
b. The filling of vacancies on the Board or on any committee that has authority to act on behalf of the Board;
c. The amendment or repeal of Bylaws or the adoption of new Bylaws;
d. The amendment or repeal of any resolution of the Board which by its express terms is not so amendable;
e. The appointment of other committees of the Board or the committee members.
Duties of Board of Directors and Officers
Section 1. Enumeration of Officers. The Officers of the Friends shall be a President, Vice President, Secretary, and Treasurer, who shall be elected by the Regular Membership. Each officer shall hold office for two (2) years or until a successor has been elected. The President and Secretary shall be elected in alternate years from the Vice President and Treasurer. The offices of Secretary and/or the Treasurer may be shared by two individuals in each office.
Section 2. Terms of Office. No Board Member or Officer may serve more than two consecutive terms (4 years) in the same position. A Board Member or Officer may be re-elected or reappointed to the same office after one year beyond the last date of Board service. A Board Member or Officer shall be eligible for election to a different office immediately after the last date of Board service. In the event that there are no nominations for a position, the out-going Board Member or Officer may be nominated for an additional term of two years, provided this is with the unanimous agreement of the Board and by an affirmative vote by the Regular Members at the next meeting of the Friends.
Section 3. The President. The President shall preside at all meetings of the organization and of the Board of Directors unless the President designates another officer to preside. In the absence or disability of the Treasurer, the President may sign or endorse checks, drafts, and notes. The President shall be an ex-officio member of all committees except the Nominating Committee and shall have such usual powers of supervision and management as may pertain to the office of President and perform such other duties as may be prescribed by the Board.
Section 4. Vice President. The Vice President shall serve as President in the absence of the President. The Vice President shall have such other powers and perform such other duties as may be prescribed by the Board.
Section 5. Secretary. The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may order, a book of minutes of all meetings of the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, and the proceeding thereof.
The Secretary shall also keep minutes of the Annual Meeting and shall sign with the President all contracts and such instruments which are so authorized by the Board. The Secretary shall keep or cause to be kept, at the Friends’ Office in the Castro Valley Library, the original print copy of the signed corporation’s Articles and Bylaws.
The Secretary shall give, or cause to be given, notice of all meetings of the Board, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.
Section 6. Treasurer. The Treasurer is the chief financial officer of the organization and shall keep and maintain adequate and correct accounts of the properties and business transactions of the organization. The books of account shall at all times be open to inspection by any director.
The Treasurer shall deposit all money and other valuables in the name and to the credit of the organization with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the organization as may be ordered by the Board, shall render to the President and the directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the organization, and shall have such other powers and perform such other duties as may be prescribed by the Board.
Section 7. At-Large Directors. Two At-large positions are designated as Members of the Board of Directors, but they will not serve as “Officers”. The two At-Large Board Members shall be elected in alternate years. Their role is to provide a broad perspective about the operations of the organization which they develop through active involvement in Friends’ meetings, sales events, BookStore and Office functions, and other activities commensurate with ensuring the long-term viability of the Friends of the Castro Valley Library. At-Large Directors shall also perform such other duties as may be prescribed by the Board.
Section 1. Fiscal Year. The fiscal year of the organization shall commence on the first day of October of each year.
Section 2. Dues. Annual dues shall be determined by the Board and approved by the Regular Members no later than June 30th of the year prior to their taking effect. Such dues, for the upcoming year, shall be payable by each member annually in January. See Article III, Membership, Section 4, for termination of membership for failure to pay dues.
Section 3. Budget. The Board shall submit to the Regular Members for adoption at the Annual Meeting a budget for the ensuing year. The budget shall provide for the support of the organization.
Section 4. Fiscal Reporting. The Board shall present to the Regular Members at the Annual Meeting a fiscal report containing the following information:
a. The assets and liabilities as of the end of the year;
b. The principal changes in assets and liabilities during the fiscal year;
c. The revenue or receipts and expenses or disbursements for the fiscal year.
Meetings and Voting Rights
Section 1. Annual Meeting. An Annual Meeting shall be held within sixty (60) days of the close of the fiscal year, the exact date to be determined by the Board. At the Annual Meeting, the Regular Members shall elect Members of the Board and Officers, adopt a budget, and conduct such other business as necessary.
Section 2. Membership Meetings. There may be additional meetings of the Regular Members as needed. The Board shall determine the time and place. A meeting may be called at any time by the Board of Directors or by ten members. All membership meetings shall require at least a ten day written notification to the membership and posted at the Bookstore.
Section 3. Voting. Each Regular Member shall be entitled to one vote only at any meeting of Regular Members. Absentee or proxy voting shall not be permitted. All elections for officers must be by ballot upon the written demand made by a Regular Member at the Annual Meeting and before the voting begins. In the election of Members of the Board and Officers, the candidates receiving the highest number of votes of those persons voting are elected.
Section 4. Quorum. A quorum for the Annual Meeting of Regular Members and for any meeting in which Regular Members are entitled to vote shall consist of a majority of those Regular Members present.
Use of Membership Information
Section 1. Membership Information. In no circumstances may any information about members of The Friends of the Castro Valley Library be used without prior authorization of the Board of Directors. This information, collected by The Friends of the Castro Valley Library, includes member’s names, addresses, telephone numbers, email addresses and other personal data. Information is collected from the membership to facilitate intra-organizational communications such as distribution of the minutes, newsletter, arranging for volunteer participation, and other purposes. Unauthorized use of such data base information, as determined by the Board of Directors, will be grounds for cancellation of membership and exclusion from activities of The Friends of the Castro Valley Library.
Section 1. Liability of Members. No member of the Corporation shall be personally liable to its creditors or for any indebtedness or liability of the corporation, and any and all creditors shall look only to its assets for payment. The Friends of the Castro Valley Library shall carry appropriate insurance policies to provide coverage for members of the Board of Directors and for members engaged in activities supporting the purposes of the Friends.
Conflict of Interest
Section 1. Conflict of Interest. A director may not vote on a matter in which the director may have a direct financial or private interest. If a conflict of interest occurs, the director must disclose this conflict immediately.
Section 1. Amendments. Proposed amendments to the By-Laws may be submitted in writing by any regular member of the Friends.
Such proposed amendments, together with the recommendation of the Board, shall be presented to the Friends’ membership for a vote at the Annual Meeting or other Regular Meeting of the Friends. All such proposed amendments together with the recommendations of the Board shall be available in written notice to the Regular Members ten (10) days prior to the meeting.
Section 2. Approval of Amendments. Proposed amendments to the By-Laws shall require a two thirds vote of the regular members present at the meeting to become effective.
Section 1. Parliamentary Authority. The rules contained in the current edition of “Robert’s Rules of Order” shall govern the proceedings of this organization in all cases to which they are applicable and in which they are not inconsistent with these Bylaws. The President may designate a Regular Member of the Friends to serve as Parliamentarian.
Section 1. Dissolution Action. In the event of dissolution of the organization, all assets will be turned over to the Castro Valley Library Trust Fund at time of dissolution.
Original By-Laws adopted: September 17, 2000
Revised and adopted: September 17, 2002
Revised and adopted: November 17, 2009
Revised and adopted: August 17, 2010
Revised and adopted: August 16, 2011
Revised and adopted: August 13, 2013
Revised and adopted: June 27, 2016
Revised and adopted: November 8, 2016
Roger G. Caswell, President Date
Sara Accornero, Vice-President Date
Kay Wetherwax, Secretary Date
Melanie Courchaine, co-Treasurer Date
Barbara Kissling, co-Treasurer Date
Elizabeth McCune, Member-at-Large Date
Sarah Sammis, Member-at-Large Date