BYLAWS OF FRIENDS OF THE INDEPENDENCE PUBLIC LIBRARY
ARTICLE I – NAME, PURPOSE, AND PRINCIPAL OFFICE
Section 1.1. Name. The Name of this corporation is FRIENDS OF THE INDEPENDENCE PUBLIC LIBRARY (hereinafter the “Corporation”). It is a nonprofit corporation (Registry number 208075-82; Federal Tax ID Employer Identification Number (EIN) 93-1004820) which exists and is organized under the laws of the State of Oregon.
Section 1.2. Purpose. The purpose of the Corporation is to enrich and publicize the resources of the Independence Public Library and to support library activities in the interest of the community.
Section 1.3. Principal Office. The principal office of the Corporation shall be at the Independence Public Library, 175 Monmouth Street, Independence, OR, or at such other place in the Independence area as the Corporation may determine from time to time.
ARTICLE II – SEAL AND FISCAL YEAR
Section 2.1. Seal. The Corporation need not use a common seal. The signature of the Corporation by a duly authorized officer shall be legal and binding.
Section 2.2. Fiscal Year. The fiscal year of the Corporation shall be from July 1 to June 30.
ARTICLE III – EXECUTIVE COMMITTEE
The IRS requires a minimum of three board members for every nonprofit. These people are legally responsible for governance, fiduciary, and strategic oversight of the Corporation. The Corporation has designated the President, Vice President, and Secretary to fulfill the IRS requirement.
Section 3.1. Executive Committee Membership. The Executive Committee is comprised of the elected officers – President, Vice President, Secretary, Treasurer, IT Director, and four elected Members at Large. It shall meet monthly and act on behalf of the Corporation and shall report its actions to the full Corporation at the next corporate meeting (scheduled quarterly). Corporation membership shall not be restricted on the grounds of race, creed, country of national origin, ethnicity, gender, sexual orientation, age, or place of residence.
Section 3.2. President. The Presidentof the Corporation shall preside at all meetings and shall have the general supervision, direction, and control of the business affairs of the Corporation. The President shall appoint committees as shall be considered necessary such as but not limited to finance, nominating, bylaws, strategic planning, and personnel. The President shall fulfill any other duties designated by the Executive Committee and as recommended during quarterly Corporation meetings.
Section 3.3. Vice President. The Vice President shall preside in the absence of the President and shall assume and discharge all duties of the President.
Section 3.4. Secretary. The Secretary shall keep the minutes of the Executive Committee and Corporation meetings. The Secretary shall distribute meeting minutes to the full Corporation via email prior to a scheduled meeting. The email shall include the date and time of the next meeting. The Secretary shall also post the minutes to the Corporation’s shared drive. The Secretary shall coordinate with the President to draft agendas for Executive Committee meetings. The Secretary shall email Executive Committee agendas to all Executive Committee members. The Secretary shall also post the agendas to the Corporation’s shared drive.
Section 3.5. Treasurer. The Treasurer shall keep a regular account of receipts and disbursements and shall present an itemized balance sheet at each Corporation meeting. The Treasurer shall present an annual financial report to the Corporation at the end of the current fiscal year and will open their records for annual audit. Checks and other orders for payment shall be drawn upon a bank to be designated as the depository for funds for the Corporation, signed by one or more officers as directed by the Executive Committee.
Section 3.6. Information Technology (IT) Director. The IT Director shall oversee all Information Technology services used by the Corporation.
Section 3.7. Executive Committee Meetings. Committee meetings shall be held monthly as arranged by the President of the Corporation. Meetings shall be open to the public. Executive Committee meetings shall be held monthly at the Independence Public Library, 175 Monmouth Street, Independence, OR. The purpose of meetings should be to develop long-term vision and strategy, make time sensitive decisions, address emergencies, and draft agendas for quarterly Corporation meetings. All meetings will be conducted using Robert’s Rules of Order as a guide (Appendix 1).
Section 3.8. Special Meetings. Special meetings of the Executive Committee may be called, after due notice thereof, by the President or Vice President of the Corporation.
Section 3.9. Executive Committee Quorum. A simple majority (more than half) of the Executive Committee shall constitute a quorum for transacting business.
Section 3.10. Attendance. Executive Committee members are expected to attend all regularly scheduled meetings unless they notify an officer that they will be absent. Any Committee member that is not in attendance for more than three meetings in the fiscal year may be replaced if they cannot remain an active Corporation participant.
Section 3.11. Performance of Duties. Any Executive Committee member who is unable to perform their duties shall immediately submit their resignation in writing to the full Executive Committee.
Section 3.12. Vacancies. In the event of a vacancy in any Executive Committee position, the remaining members of the Corporation may appoint a current member to fill the vacancy. This individual shall serve the remainder of the current term.
Section 3.13. Conflict of Interests. A transaction in which a member of the Executive Committee of the Corporation may have a conflict of interest may be approved by a vote of the Executive Committee if the material facts of the transaction and the member’s interests are known or disclosed to the Executive Committee.
ARTICLE IV – GREATER CORPORATION
Section 4.1. Meetings. Corporation meetings shall be open to the public. Corporation meetings shall be held quarterly at the Independence Public Library, 175 Monmouth Street, Independence, OR. The purpose of meetings should be to review, accept, and implement Executive Committee guidance and provide additional insights into how the Friends of the Independence Library can best support the Independence Public Library. All meetings will be conducted using Robert’s Rules of Order as a guide (Appendix 1).
Section 4.2. Special Meetings. Special meetings of the Corporation may be called, after due notice thereof, by the President or Vice President of the Corporation.
Section 4.3. Quorum. A simple majority of Executive Committee members present at Corporation quarterly meetings shall constitute a quorum for the Corporation to transact business.
ARTICLE V – ELECTIONS
Elections shall be conducted every two years at the last Corporation meeting of the fiscal year (4th quarter). Terms are two years in length. Prior to Executive Committee turnover, the outgoing Committee members shall file the Corporation’s taxes.
ARTICLE VI – VOTING
Section 6.1. Executive Committee Voting. Each member of the Executive Committee is entitled to one vote. If a Committee member holds two positions (i.e. President and IT Director) that member shall only have one vote on all matters.
Section 6.2. Corporation Voting. Each individual in attendance is entitled to one vote.
ARTICLE VII – SPONSORSHIP
The Corporation will solicit sponsorships on behalf of library needs. For example, sponsorships will be available to support new book purchases, coding league, youth programming, adult programming, and equipment and technology. Sponsors will be kept informed of Corporation activity via email, social media, and newsletter (if applicable).
ARTICLE VIII – MISCELLANEOUS
The records of this Corporation shall be open to inspection by any qualified member, or agent or attorney, as provided by statute, ORS 648.007.
Friends of the Independence Public Library Bylaws finalized 10.30.2025