Our Board Bylaws
THE DEARBORN PUBLIC LIBRARY FOUNDATION
Article I – ORGANIZATION
The Foundation is to be organized and operated exclusively as a not-for-profit entity in compliance with Section 501(c) (3) of the Internal Revenue Code of 1954 (or its corresponding future provisions.)
Article II – BOARD OF DIRECTORS
Section 1. Organization – The business and affairs of the Foundation shall be managed by its Board of Directors. The Board will elect its officers and will appoint the chairmen of any standing committees at its annual meeting.
Section 2. Membership – The Board of the Foundation will consist of no fewer than eight and no more than eighteen members. The exact number of Board members within these minimums and maximums may be fixed by resolution of the Directors from time to time. The Dearborn Public Library Director and/or a member of his or her staff will attend the Board meetings whenever possible and act as an advisory, non-voting representative of the Dearborn Library System. Profile information on candidates for membership on the Board must be reviewed by Board members and these candidates must receive votes of the majority of the then serving members.
Section 3. Tenure – The term of all Directors shall be for a period of three years. To maintain continuity on the Board, at the first annual meeting the Directors are to be divided by lot into three classes. The first class shall serve for one additional year, the second for two additional years and the third for three additional years. Subsequently, all Director terms are to be for three years and no Director shall serve more than four full terms. If and when additional positions on the Board are created, or a vacancy is created by a Board member leaving and that member is replaced, the three classes shall be balanced in numbers so far as may be possible.
Prior to the expiration of the term of office for each director, the Board of Directors shall be vested with responsibility for nominating and electing successor Directors who have consented to serve. Each successor Director and the filling of vacancies on the Board shall be elected by affirmative vote of a majority of the Directors then serving.
Section 4. Regular Meetings – The annual meeting of the Board of Directors shall be held during July of each year, at places as designated by the Directors and with appropriate notice. The Board of Directors may provide, by resolution, the time and place for holding additional regular meetings.
Section 5. Notices – Notice of any regular meeting of the Board of Directors shall be given at least fourteen days prior thereto by written notice or oral communication delivered personally or mailed, or e-mailed, or faxed to each Direct r at the Director’s last known addresses. All communications shall be deemed to be delivered when sent. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of such notice of any meeting, except where a Director attends a meeting for the express purse of objecting to the transaction of any business because the meeting is no lawfully called or convened.
Section 6. Special Meetings – Special meetings of the Board of Directors may be called at the request of the President or any two Directors. Such meetings may be scheduled any place and time and with appropriate notice. Notice of a special meeting shall be issued a minimum of three days before the meeting.
Section 7. Meeting by Telecommunication -Any regular or special meeting of the Board of Directors may be held by telephone or telecommunications in which all Directors participating may hear and interact with each other.
Section 8. Quorum and Manner of Acting – A quorum at a Board meeting shall be a majority of the number of Board members serving at the time. If a quorum is present, action is taken by a majority vote of the Directors present. Where the law may require a majority vote of the Directors in office to establish committees to amend the Bylaws, to sell assets not in the regular course of business, to merge, or to dissolve, or for other matters, such action is taken by that majority as required by law.
Section 9. Removal and Resignation -A Director may be removed in any meeting of the Board of Directors without cause by a vote of more than two-thirds of the Directors then serving. In addition any Director elected or appointed by the Board of Directors may be removed after three consecutive absences without a valid excuse.
Any Director may resign by giving written notice to the Board or the President of the Board or to the Board Secretary. Any resignation shall take effect upon acceptance by the Board of Directors.
Section 10 – Vacancies – If a vacancy has occurred in the Board of Dire tors as a result of death, resignation, removal or otherwise, the vacancy may be fill d by the nomination of the remaining Directors at least seven (7) days before the next scheduled meeting.
Section 11. Compensation – Directors shall not receive salaries for their Board services. They may however be reimbursed for expenses related to Board service provided they receive prior written authorization for such expenses from a majority of the Board.
Section 12. Action by Consent – Any action to be taken by the Board may be taken without a meeting if consent in writing, including electronic means, setting forth the action to be taken, shall be approved by a majority of the Directors serving at the time.
Article III – OFFICERS
Section 1. Titles – The officers of the Foundation Board shall be a President, Vice President, Secretary and Treasurer, each of whom shall be elected by the Board of Directors. Other officers as deemed necessary by the Board may be elected by the Board.
Section 2. Term of Office – The officers shall be elected annually by the Board at the annual meeting of the Board. No officer shall serve more than four consecutive terms absent the full Board’s majority decision to waive this provision in a specific instance.
Section 3. Removal – Any officer may be removed without cause by a two-thirds vote of the Board.
Section 4. President – The President shall be the chief officer of the Foundation and shall act as the Chair of the Board and will have general and active management of the activities of the Foundation. The President will execute all authorized conveyances, contracts, or other obligations in the name of the Foundation except where required by law to be otherwise signed and executed and except where the signing and execution is expressly delegated by the Board to some other person. The President shall have any other powers and duties, as may be prescribed by the Board.
Section 5. Vice President – In the absence of the President or in the event of the President’s inability or refusal to act, the Vice President shall perform the duties of the President and when so acting, shall have all of the powers of and be subject to all of the restrictions of the President. The Vice President shall perform such duties as from time to time may be assigned by the President, by the Secretary, or by the Board.
Section 6. Secretary – The Secretary, is responsible for overall record keeping. The Secretary shall perform, or cause to perform the following:
- Official Minutes of the Board Meetings
- Notice of all meetings of the Board
- Authentication of the records of the Foundation
- Any other duties as may be prescribed by the President or the Board
Section 7. Treasurer – The Treasurer shall have responsibility for all Foundation funds. The Treasurer shall perform the following:
- Keep full and accurate accounts of all financial records of the Foundation
- Deposit all monies and other valuables in the named to the credit of the Foundation in such depositories as may be designated by the Board
- Disburse all funds as authorized by the
- Make quarterly financial reports as to the financial condition of the Foundation to the Board
- Any other duties as may be prescribed by the President or the Board or may be required by State or Federal regulatory agencies
Section 8. President Emeritus – The President Emeritus position is a full Board position with no specific responsibilities. By mutual consent, the Board will utilize the goodwill in the community established by the President Emeritus. The first President Emeritus position shall be filled by Past President, Steven Roberts, who has served the Board for 11 years in an extraordinary manner and who has worked diligently to ensure the Foundation’s success
ARTICLE IV – COMMITTEES
For the efficient and effective operation of the Foundation, the Board may appoint members to standing committees or create ad hoc committees consisting of not less than two individuals each. Board established committees must be chaired by members of the Board, however .non-Board members may serve on such committees.
ARTICLE V – FINANCES
Section 1. – Board Delegation of Authority – Contractual obligation for the Foundation for more than one year, regardless of amount, must be pre-approved by a majority of the Board members attending. The process for approving funds disbursements, either for Foundation operating purposes or for the disbursement of Foundation funds for Library related purposes is shown in the Dearborn Public Library Foundation’s Operating Policies and Practices Guidelines.
Section 2. Deposits – All funds received by the Foundation shall be deposited to the credit of the Foundation in such banks, trust companies or other depositories as the Board may select. All financial account statements are to be issued separately to the President and Treasurer.
Section 3. Disbursements – All checks and any other financial instruments disbursing funds issued in the name of the Foundation shall be signed and/or otherwise expressly approved by the Treasurer and one other officer. For the purposes of co-signing and/or otherwise concurring with disburse Foundation – funds, – officers will be considered to be the President, Vice President and Secretary of the Foundation Board in addition to the Treasurer.
Section 4. Audits – The accounts and finances of the Foundation shall be audited annually by a qualified independent auditor as selected by the Board. The last of such audits shall be submitted to the Board at the next meeting thereafter.
ARTICLE VI – FISCAL YEAR
The initial fiscal year of the Foundation shall begin July 1, 2005 and shall terminate on June 30, 2006. Subsequent fiscal years will follow this timing.
ARTICLE VII -AMENDMENTS
These Bylaws may be amended or repealed and new Bylaws adopted by the Board of Directors by a 2/3rds vote of Directors serving. Prior to adoption of the amendment each Director shall be given at least fourteen days notice of the date, time and place of the meeting at which the proposed amendment is to be considered and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment.
ARTICLE VIII -INDEMNIFICATION OF BOARD MEMBERS AND OFFICERS
Section 1. Indemnification – The Foundation shall indemnify its Board members and officers against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by them in connection with any actions or suits brought or threatened against them, including actions by or in the right of the Foundation, by reason of the fact that such person is or was serving as a Board member of the Foundation, to the full extent permitted by the Michigan Nonprofit Corporations Act.
Section 2. Authorization of Indemnification – Unless ordered by a court or otherwise provided by law, the Foundation shall indemnify a person only upon determination that the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the Foundation’s best interest. Such determination shall be made by majority vote of a quorum of disinterested Board members or by independent legal counsel in a written opinion.
Section 3. Insurance – The Foundation shall purchase and maintain insurance on behalf of any person who is or was a Board member, officer or employee, or volunteer serving the Foundation against any liability incurred in such capacity.
ARTICLE IX – CONFLICTS OF INTEREST
Section 1. Any duality of interests or possible conflict of interest of any the Board shall be disclosed to the other members of the Board and made a matter of record. Any member of the Board having a duality of interest or possible conflict of interest on any matter before the Board shall not vote on actions pertaining to that matter. The foregoing requirements shall not prohibit a Board member from briefly stating his or her position on the matter before the Board.
Section 2. Dissolution may occur by the affirmative vote of a majority of the serving Board members. In the event of the dissolution of this Foundation, the property of the Foundation, if any, shall be distributed for the purpose for which the Foundation is organized; and no part of such property shall be in any event, the property of a Trustee, Officer, or patron of the Foundation.
ARTICLE X – GIFTS TO THE FOUNDATION
Section 1. Gifts and Acceptance – Donors may make gifts to the Foundation by naming the Foundation as the recipient or as the beneficiary. The Foundation need not accept a gift if the Board determines that the gift is not in the Foundation’s best interests. Gifts shall vest in the Foundation upon receipt, unless such gift is subsequently rejected, provided, however, that any gift subject to a restriction shall not vest until accepted by the Board.
Section 2. Gifts in Trust – If a gift is made in trust under which the Foundation has a present or remainder interest, only actual trust distributions to the Foundation shall be subject to the Articles of Incorporation and these Bylaws.
Section 3. Donor Agreements – The Foundation may enter into agreements with donors with respect to gifts made to the Foundation. Such agreements ma provide for restrictions which are consistent with the Foundation’s purposes regarding (a) particular library programs or projects, (b) the manner of distribution, · eluding amount, times, conditions of payments, and (c) the name, as a memorial or otherwise, for a fund given, or addition to a fund previously held, or the anonymity for the gift. Such a donor agreement shall contain a provision that the Foundation will make a good faith effort to follow the donor’s restrictions except as otherwise provided in these Bylaws.
ARTICLES XI -MISCELLANEOUS
Section 1. Meeting Procedure – In matters of dispute, the parliamentary authority shall be Robert’s Rules of Order, latest revision.
Section 2. Adoption – The foregoing Bylaws have been reviewed and adopted by this Foundation’s Board of Directors this 20th day of February 2006
Section 3. Revision #2 Approved December _, 2006
Section 4. Revision #3 – The Board, on the 20th day of June 2016, at a regular meeting of the Board of Directors, voted unanimously to amend these Bylaws (Revision #4) as follows:
- Article II, Section 2 Membership – The Board agreed to change the maximum number of members on the Board from twelve to eighteen.
- Article III, Section 8 President Emeritus – The Board agreed to add the Board Position President Emeritus as an Officer of the Board position.