Constitution and By-Laws
Friends of Phillipsburg Free Public Library
Article I: Name
Section 1. The name of this organization shall be FRIENDS OF THE PHILLIPSBURG FREE PUBLIC LIBRARY.
Section 2. The principal offices of this organization shall be located in Phillipsburg, New Jersey.
Article II: Purpose
Section 1. The purpose of the organization shall be:
(1) To maintain an association of persons interested in libraries;
(2) To draw public attention to the library;
(3) To encourage the use of the library’s resources and services;
(4) To support and cooperate with the library in developing library services and facilities for the community;
(5) To encourage and receive gifts, endowments and bequests to the library;
(6) To make gifts and donations to Phillipsburg Free Public Library and other nonprofit organizations to further these purposes.
Article III: Membership
Section 1. Membership in this organization shall be open to all individuals in accord with its purposes, and to representatives of businesses, organizations and clubs.
Section 2. The Executive Board may establish various categories of membership. Examples of such categories may include, but not be limited to, Regular Individual/Family, Student, Senior, Disabled, and Business/Organization.
Section 3. Each individual, organization, or business shall be entitled to one vote.
Article IV: Membership Fees
Section 1. Membership fees shall be payable annually and become due during the month prior to the annual meeting.
Section 2. Membership fees shall be reviewed annually.
Section 3. For new Business/Organization members only who become members after April 1 in any year, dues shall be one-half (1/2) the dues to cover the balance of such year.
Section 4. If the membership has not been received by the day of the annual meeting, membership in this organization shall be considered terminated.
Article V: Responsibilities of Members
Section 1. All members shall make every effort to attend each scheduled meeting.
Section 2. Any member shall have their membership revoked by the members, or by the Executive Board, whenever, in their judgment, the best interests of the organization would be served thereby. Such removal shall require a two-thirds majority of the members voting at a meeting of the organization, or a two-thirds majority of the Executive Board voting at an Executive Board meeting.
The following are reasons for revocation of membership:
(1) Failure to fulfill the responsibilities of his/her office as defined in these bylaws (for Officers and other Board Members).
(2) Engaging in behavior that is flagrantly disrespectful and/or embarrasses the Friends.
(3) Multiple instances of initiating divisive discussions which are not addressing the business at hand, or which are conducted in a disorderly or disrespectful manner.
(4) Failure to maintain good membership standing.
(5) Violation of Friends by-laws or policies or behavior deemed highly disruptive to the Friends.
Article VI: Officers
Section 1. The officers of this organization shall be: President, Vice President, Treasurer, Secretary and three directors. Officers shall be elected by the membership except for one directorship which shall be filled by the immediate past president.
Section 2. Nominations for the officers shall be:
(1) Submitted to the membership at the annual meeting by the chairman of the nominating committee.
(2) Additional nominations may be made from the floor with the consent of the nominee.
Section 3. Officers shall be elected by the majority vote at the annual meeting for a term of one year, but not more than two successive terms in the same office.
Section 4. Newly elected officers shall assume their office immediately upon election.
Article VII: Duties of Officers
Section 1. The President shall preside over and conduct all meetings and appoint all committees and be an ex-officio member thereof.
Section 2. The Vice President shall assist the President and perform the duties of the President in the absence of the President.
Section 3. The Treasurer shall keep and maintain the financial records of the organization; deposit all funds in a local banking institution; and present an annual report at the annual meeting and each board meeting.
Section 4. The Secretary shall record attendance by name at all meetings, take minutes of all meetings; keep a list of membership, together with addresses, email addresses, and telephone numbers; notify members of the time and place of meetings; and conduct the correspondence of the organization.
Section 5. The Directors, the President, the Vice President, the Treasurer and the Secretary shall serve as members of the Executive Board and perform the duties as stated in Article VIII.
Article VIII: Executive Board
Section 1. The Executive Board shall consist of the officers of the organization and the chairman of all standing committees. The Library Director or designee of the Phillipsburg Free Public Library shall serve as an ex-officio member of the Executive Board.
Section 2. Executive Board members shall actively participate in an overall planning process and assist in implementing and monitoring the plan’s purpose.
Section 3. Executive Board members shall be members in good standing.
Section 4. The Executive Board shall manage the affairs of the organization between annual meetings and direct the disbursement of funds. It shall have the authority to appoint committees consistent with the purposes of the organization. Vacancies arising on the Executive Board shall be filled by appointment made by the remaining Executive Board members to serve until the next annual election.
Section 5. Meetings of the Executive Board shall be held as necessary, with a minimum of three meetings a year.
Section 6. Board Members shall attend at least two meetings per year.
Section 7. An auditing committee shall be appointed by the Executive Board to audit the books at the end of each fiscal year.
Section 8. A majority of the Executive Board shall constitute a quorum.
Section 9. A quorum of the Executive Board members is required before business can be transacted or motions made or passed.
Section 10. Any member of the Executive Board may be removed from office by the members, or by the Executive Board, whenever, in their judgment, the best interests of the organization would be served thereby. Such removal shall require a two-thirds majority of the members voting at a meeting of the organization, or a two-thirds majority of the Executive Board voting at an Executive Board meeting.
Article IX: Meetings
Section 1. The annual meeting shall be held on a date during the month of October. Members shall be notified in writing at least two weeks prior to the date of the meeting.
Section 2. At the annual meeting the following items of business shall be dealt with and shall be deemed ordinary business:
(1) Minutes of the previous annual meeting
(2) Presentation of the annual report
(3) Presentation of the annual financial report
(4) Election of directors and election of officers
Section 3. A special meeting of this organization may be called at any time by the Executive Board.
Section 4. Any action to be taken on or which may be taken at an annual or other meeting of members may be taken in the following manner:
(1) The Secretary shall at least two weeks prior to the meeting mail (electronically or other) to all members in good standing, a copy of such notice together with a ballot providing for a vote for or against the proposed action. The meeting notice shall include the date, time and place and must occur as stated.
(2) A majority of votes shall determine the action to be taken.
Section 5. A quorum for a general membership meeting is reached provided:
(1) The meeting has been called as stated in Section 4.
(2) A majority of Board Members are present.
Section 6. Discussions which are not addressing the business of the meeting, or which are conducted in a disorderly or disrespectful manner, shall be ruled out of order. The President shall take whatever action is necessary to achieve and maintain order, including ordering the removal of any person who continues disorderly conduct.
Article X: Funds
Section 1. Adequate books of account shall be maintained by the Treasurer who shall be responsible thereof.
Section 2. All checks shall be signed by the Treasurer and one other individual as designated by the Executive Board
Section 3. The Executive Board shall appoint a committee of three members, who are not officers, to audit the Treasurer’s books prior to the annual meeting. The audited Treasurer’s report will be presented at the annual meeting.
Section 4. The fiscal year of this organization shall begin on January 1st of each year, and end on December 31st of the succeeding year.
Section 5. No member of this Association shall be liable except for unpaid dues; and no personal liability shall in any event be attached to any member in connection with any of its undertakings.
Article XI: Amendments
Section 1. Amendments to these by-laws may be made at any meeting of the general membership by a two-thirds of the votes received as specified in Article IX Section 4 (1).
Article XII: Parliamentary Procedure
Section 1. Robert’s Rules of Order Revised, when not in conflict with these by-laws, shall govern the proceedings of this organization.
Article XIII: Distribution
Section 1. No part of the net earnings of the Friends of the Phillipsburg Free Public Library shall inure to the benefit of, or be distributable to, its members, officers or other private persons, except that the organization may pay reasonable compensation for goods or services rendered and make payments and distributions in keeping with its purposes.
Article XIV: Political Activity
Section 1. The organization shall not take part in any political activity on behalf of or in opposition to any candidate for public office.
Article XV: Dissolution
Section 1. Upon the dissolution of the Friends of the Phillipsburg Free Public Library, any and all assets, monies, or other goods held by the organization will be distributed for one or more purposes exempt under 501(c)(3) to Phillipsburg Free Public Library.
Adopted April 24, 1972
Amended April 25, 1973
Amended September 20, 2001
Amended August 12, 2010