Bylaws Proposed (Approved 12/5/2022)

BYLAWS OF THE FRIENDS OF THE HAMILTON BRANCH LIBRARY, INC.

ARTICLE I – NAME AND LEGAL STRUCTURE
 
Section 1.  The name of this organization shall be The Friends of the Hamilton Branch Library, Inc., hereinafter referred to as the FHBL.
 
Section 2.    FHBL is a non-profit, non-stock corporation, incorporated in the state of Maryland. It is also a non-profit, tax-exempt charity as defined by the U.S. Internal Revenue Code, 26 U.S.C. § 501(c)(3). This status is derived from FHBL’s status under an “IRS Group Exemption Letter” that is held by the Central Library’s   “Friends of the Enoch Pratt Library, Inc.”
 
Section 3.    FHBL is registered as a charity for purposes of fundraising with the Office of the Maryland Secretary of State.
 
Section 4.    As a non-profit, tax-exempt corporation, FHBL is not subject to legal control or supervision by any employee or representative of the Enoch Pratt Free Library or its Hamilton Branch Library.
 
ARTICLE II – PURPOSE 
Section 1.  The purpose of the FHBL shall be to maintain a nonprofit organization of interested persons to advance and encourage appreciation, understanding, enjoyment, and public use of the educational and cultural facilities at the library, and to cooperate, when appropriate, with other groups to improve the cultural activities of the community.
 
Section 2.  The FHBL shall work in conjunction with the officers and staff of the library to achieve these ends, to acquaint the community with the needs of the library, and to help improve their facilities.  
 
Section 3.  Specifically, the FHBL shall engage in the following activities:
 
a.  Collect membership dues on annual basis, as established by the Board    of Directors, for the purpose of spending funds on behalf of the Hamilton Branch to purchase materials for library programs, services, equipment,  and related needs.
 
b.  Promote local community awareness of, and participation in, programs of the Hamilton Branch Library and the Enoch Pratt Free Library.
 
c.  Encourage municipal and public support for free public libraries in Baltimore City.
 
d.  Participate in any regional or state-wide association of “Friends of the Library” groups.
 
e. Engage in any other activities that are consistent with the mission of the FHBL.

ARTICLE III – MEMBERSHIP 
Section 1.  Any person or organization who supports the purposes of the FHBL may become a member by the payment of annual dues in effect at the time, subject to the limitations described in Section 4. Members are known as Friends.
 
Section 2.  The dues schedule and amount shall be approved by the Board of Directors.
 
Section 3.   Each Friend (a single member or organizational representative) shall be entitled to cast one vote on all matters presented by the Board of Directors to the general membership of the FHBL.
 
Section 4.    The Hamilton Library Branch Manager shall be the official liaison between the library branch and FHBL. The Branch Manager nor other Branch employees, nor any Enoch Pratt Free Library system employees, may participate in any official voting by the FHBL membership.
 
ARTICLE IV – BOARD OF DIRECTORS 
Section 1.  The management of the FHBL shall be vested in a board of directors (“the board”) consisting of at least 3 but not more than 10 members, including the officers.  An immediate past president continues to serve on the board an additional year in an ex officio capacity. All business of the FHBL shall be conducted by the board.
 
Section 2.    The board at the time of the adoption of these bylaws consists of Malissa Ruffner, Deborah Mason, and Derek Simmonsen, with Ms. Ruffner serving as the board president. They shall serve for a one-year term upon the adoption of these bylaws, with an election to be held the following year at a regular meeting of the FHBL.
 
Section 3. Board members serve for a two-year term and may be re-elected to additional terms.  The board president may appoint individuals to fill open board seats between elections.
 
Section 4. Nominating Committee. The president shall appoint a nominating committee chairperson in advance of the biannual election. The chairperson shall be either a board member or a Friend from the general membership. The chairperson shall appoint at least one other member to serve on the committee, and additional members as necessary. The committee shall recruit candidates and conduct the biannual election of the board, which may coincide with any meeting of the FHBL or be held electronically.
 
Section 5.  Election. All Friends shall cast a single ballot to elect members of the board. If there are more candidates than available board seats, the individuals with the most votes shall become members of the board. Current members of the board and candidates for the board may vote in the election.

Section 6.  After the new board has been elected, board members shall choose a president (by majority vote). The president must be a current board member. The president shall appoint other officers from the board as necessary.
 
Section 7.  Removal procedure. A board member may be removed for cause by a vote of two-thirds of the board members present during any regularly scheduled meeting of the board. 
 
ARTICLE V – DUTIES OF THE BOARD DIRECTORS
 
Section 1. The president presides at all meetings of the FHBL and the board; coordinates and oversees programming, fundraising, and other activities; ensures that the FHBL complies with all legal requirements; and manages the finances of the FHBL. Any check or disbursement must be signed by the president or any other board member authorized by the associated financial institution.
 
Section 2.  The president may delegate any of these duties to other board members or create committees for that purpose. The president may also permit other board members to serve as president in the absence or disability of the president. In the event that the president is unable to perform their duties, the board shall elect (by majority vote) an acting president until such time as the president is able to resume the duties of the office.
 
Section 3.  The president shall prepare an annual financial report, which shall be shared with the board, FHBL membership, the Friends of the Enoch Pratt Free Library, and regulating bodies, as required.
 
 ARTICLE VI – MEETINGS
 
Section 1. The FHBL shall hold a public meeting of the Friends at least once a year, at a time and place determined by the board. Meetings may be held virtually so long as links are made available to Friends in advance of the meeting.
 
Section 2.  Twenty percent of the membership of the FHBL, at the time of any meeting, shall constitute a quorum. If no quorum is reached, the board shall reschedule the meeting. Any action requiring full approval of the FHBL shall be by majority vote, unless otherwise noted in these bylaws.
 
Section 3.  The board may call additional meetings at any time. The FHBL shall provide notice of any meeting in a timely manner through as many means (email, social media, posting at the library) as practicable.
 
Section 4.  In addition, the board shall hold regular board meetings, in-person or virtually, throughout the year as necessary, and can conduct business via email. Fifty percent of the board membership constitutes a quorum for purposes of these meetings. Motions shall be carried by a majority vote of those present. Board meetings are not open to the public
 
Section 5. The director of the Hamilton Branch Library and other staff members may be invited to attend board meetings.
 
Section 6.  Any action of the board shall be by motion and majority vote. Parliamentary procedure is not otherwise required.
 
ARTICLE VII – FINANCES
 
Section 1. To coordinate FHBL finances with the Friends of the Enoch Pratt Library, Inc., the FHBL fiscal year will run from November 1 of each calendar year to October 31 of the following year.
 
Section 2. All funds received by the organization shall be deposited in a timely manner in a bank account maintained by the FHBL.
 
ARTICLE VIII – CONFLICTS OF INTEREST
 
No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of the FHBL. Where conflict of interest may be thought to exist for a board member, the member shall inform the Board and abstain from any inappropriate participation in the matter.
 
ARTICLE IX – AMENDMENTS TO BYLAWS
 
Section 1.  These bylaws take effect once voted on by a majority of the FHBL present at a regular meeting. They may be amended, in whole or in part, by a two-thirds vote of those present at any future meeting of the FHBL, or by majority vote of those submitting an electronic ballot.
 
Section 2.  The adoption of these bylaws supersedes any prior bylaws of the organization.
 
ARTICLE X – DISSOLUTION
 
If the FHBL should dissolve, assets shall be distributed for tax exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future tax code, to the Hamilton Branch Library, or the Enoch Pratt Free Library.