BYLAWS OF THE

MAMMOTH LAKES FRIENDS OF THE LIBRARY

A CALIFORNIA PUBLIC BENEFIT CORPORATION

 

ARTICLE I - NAME

 

Section 1.1 -- The name of this Corporation is Mammoth Lakes Friends of the Library, hereinafter referred to as the ML Friends. 

 

ARTICLE II – PURPOSE AND FISCAL YEAR

 

Section 2.1 – Purpose:  The ML Friends is organized under the Nonprofit Public Benefit Corporation law exclusively for public benefit and charitable purposes within the meaning of section 501(c) (3) of the Internal Revenue Code.  The specific purpose of the Corporation is to insure that library facilities and services are adequate for the needs of Mammoth Lakes and to carry on other charitable activities associated with that goal as allowed by law.

 

Section 2.2 – Fiscal Year:  The fiscal year of this Corporation shall be October 1 to September 30 of each year.

 

ARTICLE III – PRINCIPAL OFFICE OF THE CORPORATION

 

Section 3.1 -- The principal office for the transaction of the activities and affairs of this Corporation is located at 400 Sierra Park Road, Mammoth Lakes, in Mono County, California.  The Board of Directors may change the location of the principal office.  Any such change of location must be noted by the Secretary on these bylaws opposite this section; alternatively, this section may be amended to state the new location. (Amended 3/2/2010 by Board Action to change address.)

 

ARTICLE IV – DEDICATION OF ASSETS

 

Section 4.1 – The property of this Corporation is irrevocably dedicated to public and charitable purposes and no part of the net income or assets of this Corporation shall ever inure to the benefit of any director, officer, or member thereof, or to the benefit of any private person. 

 

Section 4.2 – Upon the dissolution or winding up of the Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Corporation shall be distributed to a nonprofit fund, foundation, or corporation that is organized and operated exclusively for public and charitable purposes and that has established its exempt status under Internal Revenue Code section 501(c)(3).

 

ARTICLE V – MEMBERSHIP

 

Section 5.1 – Membership:  This Corporation shall have one class of members, designated as Regular members.  Any person or group interested in the purpose of the organization shall be eligible for membership upon payment of dues or by contributing in a manner as specified in the Standing Rules. 

 

Section 5.2 – All members shall have the right to vote, as set forth in these Bylaws, on the election of directors, on the disposition of all or substantially all of the Corporation’s assets, on any merger and its principal terms and any amendment to those terms, on any amendment to the Articles of Incorporation or to these Bylaws, and on any election to dissolve the Corporation.  Members shall have any additional rights afforded them under the California Nonprofit Public Benefit Corporation Law

 

ARTICLE VI – OFFICERS, DIRECTORS AND COMMITTEES

 

Section 6.1 – Officers:  The Officers of this Corporation shall be President, Vice-President, Secretary, and Treasurer.  The Treasurer shall act as the Corporation’s Chief Financial Officer.

 

Section 6.2 – Board of Directors:  The authorized number of Directors shall be seven.  The Officers plus three Members-at-Large, also known as Directors, shall constitute the Board of Directors, hereinafter referred to as the Board. 

 

Section 6.3 – Board Advisory Committee:  The immediate past president of the ML Friends (if any), the Mammoth Lakes Branch Librarian, and the Mono County Librarian or their authorized delegates shall be members of the Board Advisory Committee.  The Board Advisory Committee shall meet concurrently with the Board of Directors and shall provide information and recommendations to assist the Board in carrying out its duties and functions. 

 

Section 6.4 – Duties:  Subject to the provisions and limitations of the California Nonprofit Public Benefit Corporation Law and any other applicable laws, and subject to any limitations of the Articles of Incorporation or Bylaws regarding actions that require approval of the members, the Corporation’s activities and affairs shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.  The President shall serve as Chair of the Board.  Duties of Officers, Directors and Committee Chairs shall be defined in the Standing Rules, which are defined in Section 8.2 of these bylaws.  Directors and Officers may chair committees.

 

Section 6.5 – Nomination of Board of Directors:  Officers and Directors for the ensuing year shall be nominated from among the members by a committee of no less than three members (including the committee chair) that are selected by the President and approved by the current Board.  The Nominating Committee shall notify the Board in writing of its nomination of Officers and Directors with sufficient time prior to the annual election to allow the names of the nominees to be included in the meeting notice.  Nominations may be made from the floor at the time of the annual election.  An individual’s consent must be obtained before his or her name may be entered into nomination.  Limitations on consecutive years of service on the nominating committee shall be set forth in the Standing Rules.

 

Section 6.6 – Election of Officers and Directors:  Officers and Directors shall be elected by the members at the last meeting of the fiscal year to serve a term commencing on the first day of the next fiscal year.  Election shall be by ballot.  Notice of the meeting shall include the names of the nominees.  If there is only one candidate for an office, then election may be by voice vote, unless voting by ballot is demanded before the voting begins by any member at the meeting.  If there are more than two candidates for an office, the candidate with the most votes shall be elected, even if the votes do not constitute a majority.

 

Section 6.7 – Term of Office:  Voting Board members shall serve a term of office of one year.

 

Section 6.8 – Term Limits:  No member of the Board shall be eligible for the same office for more than four terms in succession.  The Board may extend the term limits for Officers and Directors in the event that no other eligible member agrees to occupy the office. 

 

Section 6.9 – Vacancies:  A vacancy shall exist (1) on the death, resignation or removal of any Director, and (2) whenever the number of authorized Directors is increased.  Directors may be removed only upon approval by the membership in accordance with the California Nonprofit Public Benefit Corporations Law, or by order of the court.  The President shall make nominations during the year to fill any vacancies in Board positions that occur, except vacancies resulting from the removal of a director as described above, which shall be filled by a vote of the members.  Nominations by the President shall be approved or rejected by the Board at the next meeting.  If the number of directors then in office is less than a quorum, then the nomination may be approved or rejected by (1) the unanimous written consent of the Directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held according to notice or waivers of notice complying with Corporations Code section 5211, or (3) a sole remaining Director.  Directors appointed to fill vacancies shall serve for the period remaining in the vacant term, and the position shall subsequently be filled by election in accordance with Section 6.6 above.  If an Officer vacancy results from the removal of a Director by the members, the remaining Directors shall designate an individual to serve as that Officer until such time as the vacancy is filled in accordance with this section. 

 

Section 6.10 – Committees:  Standing Committees shall be as specified in the Standing Rules.  Special Committees may be formed as needed by resolution of the Board, with the chairs appointed by the President.  The President is an ex-officio member of all committees with the exception of the Nominating Committee.

 

Section 6.11 – Insurance:  This Corporation shall have the right, and shall use its best efforts, to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, and other agents, to cover any liability asserted against or incurred by any officer, director, or agent in such capacity or arising from the officer’s, director’s, or agent’s status as such.

 

ARTICLE VII – MEETINGS

 

Section 7.1 – Annual Membership Meetings:  The first regular membership meeting of each fiscal year shall be known as “the Annual Meeting” At the Annual Meeting newly elected Officers and Members-at-Large will be installed into office, annual committee reports and a proposed budget will be received, and any other membership business may be transacted.  The time, date, and location of the Annual Meeting shall be fixed by Board resolution. Notice of the meeting shall be provided to all members as set forth in Section 7.2 of this Article. 

 

Section 7.2 – Regular Membership Meetings:  The ML Friends shall hold regular monthly business meetings as provided for in the Standing Rules.  Whenever action by the members will be required or permitted at the meeting, a written notice shall be sent to each member at least 14 days (but no more than 90 days) in advance of any meeting.  If the notice is given by mail, and is not mailed by first-class, registered, or certified mail, then the notice shall be given not less than 20 days before the meeting.  If notice is required, it shall contain the place, date, and time of the meeting and those matters which the Board, at the time the notice is given, intends to present for action by the members.  

 

Section 7.3 – Regular Board Meetings:  Regular board meetings may be conducted in person or by telephone / teleconference.  Such meetings may be held without notice if the time and place of the meetings are fixed by resolution of the Board.   

 

Section 7.4 –  Special Board Meetings:  Special board meetings may be called by the President or by any two Directors.   Meetings may be conducted in person or by telephone / teleconference.  Notice of special board meetings shall be provided to all Directors 48 hours in advance and notice shall be made personally, by telephone, voicemail, or facsimile.  The notice must include the date, time, and location of the meeting.  Any required notice is waived if that Director attends the meeting without protesting the lack of notice prior to or at the meeting’s commencement, or notice may be waived in writing by any individual Director, either before or after the meeting.  Such waivers shall be filed with the corporate records or made a part of the minutes of the meeting. 

 

Section 7.5 – Quorum:  Ten (10) members or 20 percent of the membership, whichever is less, shall constitute a quorum for the transaction of business by members at membership meetings.  A majority of the filled positions of the Board (but not less than two) constitutes a quorum for the transaction of business by the Board.

 

Section 7.6 – Voting by Members:  Each Member shall have one vote on matters required by the California Nonprofit Public Benefit Corporation Law, the Articles of Incorporation, or these Bylaws to be submitted to the members for approval.  Members may not cumulate votes for the election of directors.  Voting may be by voice or by ballot, except that any election of directors must be by ballot if demanded before the voting begins by any member at the meeting.  Absentee or proxy voting shall not be permitted. If a quorum is present, the affirmative vote of a majority of the voting power represented at the meeting, entitled to vote and voting on any matter, shall be deemed the act of the members unless the vote of a greater number is required by the California Nonprofit Public Benefit Corporation Law, by these Bylaws or by the Articles of Incorporation.  When Members participate by telephone or teleconferencing, they shall count towards the quorum and shall retain the same voting rights as if they were present.

 

Section 7.7 – Voting by Directors:  Each Director shall have one vote on matters not submitted to the membership for approval.  Absentee or proxy voting shall not be permitted.  Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be an act of the board unless otherwise provided by these Bylaws or by the Articles of Incorporation and subject to the more stringent provisions of the California Nonprofit Public Benefit Corporation Law.  A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some Directors from that meeting, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.  When Board members participate by telephone or teleconferencing, they shall count towards the quorum and shall retain the same voting rights as if they were present. 

 

Section 7.8 – Minutes shall be taken of all Board and membership meetings regardless of the form of the meeting.

 

ARTICLE VIII – GOVERNANCE

 

Section 8.1 – Bylaws:  The Bylaws may be amended at any membership meeting by two thirds of the members present, provided that notice of the proposed amendment(s) shall have been mailed to all members in accordance with section 7.2 of these Bylaws.

 

Section 8.2 – Standing Rules:  Operational guidelines known as Standing Rules shall be adopted and amended by resolution approved by a majority vote of the Board and are to be posted on the ML Friends’ section of the Mammoth Lakes Library website and made available in writing to members upon request.

 

ARTICLE IX – PARLIAMENTARY AUTHORITY

 

Section 9.1 -- All meetings shall be conducted according to Robert’s Rules of Order, revised, except when in conflict with these Bylaws, or with the laws of the State of California. 

 

ARTICLE X – FUNDS

 

Section 10.1 -- The proceeds from all fund-raising shall be expended only for purposes approved by the Board of Directors and/or the membership and consistent with the tax-exempt purposes of the ML Friends.

 

ARTICLE XI -- APPROVAL

 

Section 11.1 -- These Bylaws have been reviewed and adopted by the Mammoth Lakes Friends of the Library on July 21, 2004.

 

 

[Signed copy on file in Corporate Books.]

 

                                                          President                                                                   Secretary