THE FRIENDS OF THE BEATLEY CENTRAL LIBRARY

5005 Duke Street

Alexandria, VA, 22304

 

BYLAWS

Adopted April 5, 2016

Amended March 13, 2018

Amended November 13, 2018

Amended December 10, 2024

 

ARTICLE I. NAME

 The name of the corporation shall be The Friends of the Beatley Central Library (hereinafter referred to as the “Friends”).

 ARTICLE II. PURPOSES

 The Friends are organized and shall operate exclusively as a nonprofit organization in accordance with laws of the Commonwealth of Virginia and the principles of § 501(c)(3) of the Internal Revenue Code to:

 

  1. Raise funds to help advance the mission and meet the needs of the Beatley Central Library (the “Library”);

  2.  Advocate the mission, purpose and requirements of the Library before legislative and governing bodies;

  3.  Promote public awareness of the Library’s programs and services;

  4.  Sponsor or conduct programs that foster a close association between the Library and the City of Alexandria community;

  5.  Perform any other act which may lawfully be performed by a non-stock corporation under the laws of the Commonwealth of Virginia and in compliance with federal rules governing 501(c)(3) tax exempt organizations;

    It is recognized that the administration for the Library is vested in the Library Director.

    ARTICLE III. PRINCIPAL PLACE OF BUSINESS

 The principal office of the Friends shall be located at the Beatley Central Library, 5005 Duke Street, Alexandria, Virginia 22304.

ARTICLE IV. EXECUTIVE COMMITTEE (EXCOM) AND BOARD OF DIRECTORS (BOARD)

 A. Composition

1.  The following Directors will serve as the Officers of the Friends: President, Vice President, Secretary, Treasurer, and Vice President, Book Sales. These Officers will constitute the Executive Committee (EXCOM). 

2.  The EXCOM may also recommend additional (non-EXCOM) Director positions. Such positions shall be created and terminated by majority vote of the Members present at a regular meeting. Individuals shall be appointed to newly created positions by majority vote of the Members present at a regular meeting. The Nominations Committee SOP shall fix the term and election cycle for the newly created positions.

3.  The Board of Directors (Board) shall consist of the EXCOM and any additional Directors appointed by the Members. 

4.  The annual dues of all Officers and Directors must be current. 

5.  The Library Manager of the Beatley Central Library will be an ex-officio Member of the Friends.

 

 B. Duties of Board and Officers/Directors

The Board shall be the governing body for the Friends. The Board shall have authority, by majority vote, to regulate and manage all matters not specifically reserved to the EXCOM or the Members in the Bylaws. Notwithstanding the foregoing, the EXCOM or Board may, in its discretion, present any matter to the Members for a vote. 

 Specific duties of the Officer/Director positions include the following, which may be modified by the EXCOM at any time without amendment to the Bylaws:

 1.  President:

The President shall preside at all meetings of the Friends, the EXCOM, and the Board. The President shall be the Chief Executive of the Friends and, along with any other Director duly authorized, may sign and execute contracts, agreements or other instruments in the name of the Friends. The President is an ex officio member of all Friends committees. 

2.  Vice President:

The duties of the Vice President shall be to assist the President in fulfilling the latter’s duties and to act on behalf of the President in the event of his/her absence. The Vice President shall succeed the President in cases of resignation, disability or removal from office.

3.  Secretary:

The Secretary shall be responsible for keeping all non-financial records of the organization, shall keep an accurate record of meetings of the organization, prepare correspondence as required, and file these records in accordance with the Records Retention Policy adopted by the Board.

4.  Treasurer:

The Treasurer shall 

(a)  receive and deposit all funds; 

(b)  disburse funds or make payments for services or materials provided; 

(c)  reimburse Alexandria Library for any Library expenditures as authorized by the Friends in the annual budget; 

(d)  keep appropriately detailed and accurate accounts of all financial matters; 

(e)  present a financial report at monthly meetings; 

(f)   prepare a full Annual Financial Report which will be presented to the Members at the Annual Meeting; 

(g)  prepare and file federal tax returns; 

(h)  file the annual corporate report and pay the annual corporate registration fee to the Commonwealth of Virginia;

(i)   renew the Retail Sales and Use Tax Certificate of exemption every five years with the Commonwealth; and 

(j)   prepare and file all other documents that the federal government, the Commonwealth, or the City of Alexandria may require to maintain the Corporation’s corporate and federal tax-exempt status. The Treasurer may obtain the services of a certified tax preparer or Certified Public Accountant to assist in these functions.

5.  Vice President, Book Sales:

The Vice President, Book Sales shall be responsible for scheduling the book sales each year and for directing, managing, and executing all corporate activities related to the sale of donated books and associated items.

6.  Other Directors:

Other directors serve as non-Officer members of the Board and help fulfill the purposes of the Friends. The EXCOM or the Board may recommend, and the Members may create, any Director positions deemed necessary. Examples include an Assistant Treasurer, Directors of Membership, Marketing and Communications, Development, or Director-at-Large positions. Their duties and authority shall be defined by the EXCOM.

 C. Term of Office

1.  Terms of office for Directors (including Officers) will normally be for three years and begin on the first day of the fiscal year following the elections. The fiscal year shall begin on the first day of January and end on the last day of December each calendar year. The start of the terms for Directors may be staggered across fiscal years to enhance continuity of experience on the Board, in accordance with a schedule outlined in the Nominations Committee SOP.

2.  Directors may serve consecutive terms.

3.  If the Members appoint a person to a new Director position, or fill a vacancy in between election cycles, their term shall begin with the date of appointment and end at the next election cycle.

D.  Compensation

No Director shall receive any salary or other compensation except reimbursement for actual expenses reasonably incurred in carrying out duly authorized actions on behalf of the Friends.

E.  Election of Directors

1.              A Nominating Committee consisting of two Directors and one or more general Members appointed by the President shall be established by April 1 each year. The Committee shall nominate one or more persons for each Director position to be filled in the upcoming election cycle, as set forth in the Nominations Committee SOP. The Committee may also solicit nominations from the Friends general membership.

2.              The Nominating Committee shall present the slate for adoption by the Members present at the October business meeting. 

F. Vacancies

1.  Any vacancy on the Board, including a vacancy on the EXCOM, arising from unavailability or resignation of the incumbent shall be filled by a simple majority vote of the Members present at a meeting. Nominations for any such vacancy may come from a Director or the Friends general membership. The replacement Director shall serve out the term of the former incumbent and may stand for election at the next election cycle.

2.  Any Director who intends to resign must notify the Board in writing.

3.  Immediately upon relinquishing office, any Director shall deliver to the Board all records, correspondence, and any other property that belongs to the Friends.

G. Removal

1.  The Board may remove a Director for failure to fulfill the Director’s duties or otherwise comply with the requirements of these Bylaws.

2.  The Board may act on a proposed removal of one or more Directors by a three-quarters (3/4) vote of the disinterested Directors (those not proposed for removal) at an official meeting of the Board to which all Directors (including those proposed for removal) have been given prior notice of the proposed action.

3.  Any decision to remove a Director is reserved to the Board.

 

 

ARTICLE V. COMMITTEES

 The President may establish any standing, ad hoc, or special committees necessary to assist the Friends to carry out their duties and responsibilities. The President will define the purpose and function of any such committee, appoint its members and establish its duration. Membership may include Directors or any other persons that the President believes will enable the Committee to execute its functions.

 

 ARTICLE VI. FUNDS

 A.  Activities of the Friends shall be self-supporting. All accrued funds shall be deposited into the account of the Friends, and shall be disbursed by the Treasurer for such purposes as authorized by the Board.

 

B.  After receipt of funding requests from the Central Library Manager and designated Friends

Members, the President shall present a proposed budget for the upcoming fiscal year to the Board and the Members at the November meeting. The Members shall discuss and vote on the budget at the December meeting. Approval requires a majority vote of the Members present at the meeting.

 

C.  Within the constraints adopted in the annual budget, the Central Library Manager may authorize specific expenditures or purchases to support Friends activities, Library programs, or any other purposes described in the budget. The Central Library Manager shall transmit any requests that exceed the total adopted annual budget to the President, who will present such requests for approval by the Members at a regularly scheduled meeting. 

 

D.  The Treasurer and one other designated Director will sign all checks, drafts, or orders for the payment of money issued in the name of the Friends.

 

E.  Approved purchases made on behalf of the Friends may be reimbursed. Requests for reimbursement, along with supporting documentation, must be submitted to the Treasurer in accordance with established Purchasing and Reimbursement Guidelines.

 

F.   The Treasurer shall include all approved reimbursements in the monthly financial report.

 

G.  The Board may appoint an Audit Committee to certify the Treasurer’s Annual Financial Report. The Board may also appoint an auditor to conduct a review when deemed appropriate.

 

 

ARTICLE VII. MEMBERSHIP

Membership in this organization shall be open to individuals, organizations and businesses that support the purpose of the Friends and who have paid the dues as specified by the Board. Each Member present at a regular meeting shall have one vote with respect to the annual budget, the election of Directors and Officers, the approval of minutes and agendas, and any other matters presented by the Board, in its discretion, to the Members for approval.

 

ARTICLE VIII. MEETINGS AND RECORDS

 A.  Regular Meetings. The Board of Directors shall hold one regular meeting each month. The EXCOM may cancel or postpone a regularly scheduled monthly meeting. The first meeting of each new fiscal year in January shall be the business meeting where new Directors shall be seated. All members of the Friends are invited to attend each monthly meeting.

 

B.  Attendance. Four Directors present at any meeting shall constitute a quorum. Attendance may be approved by electronic means such as teleconferencing. Each Director is expected to attend a minimum of 70 percent of the meetings to remain in good standing.

 

C.  Actions at Meetings. Wherever the Bylaws require or authorize the EXCOM, the Board, or the Members to take or approve any action, such action may be taken or approved by a majority vote of the Officers, Directors, or Members (as applicable) present and voting at any meeting.

 

D.  Proxies. There shall be no voting by proxy at meetings.

 

E.  Action Taken Without Formal Meeting. Any action required or permitted by the Board or EXCOM may be taken by other means of communication in lieu of a formal meeting. As necessary, any Director may waive notice, in writing, of such events. These actions will be presented and ratified, as necessary, at the next formal meeting for inclusion in the minutes.

 

F.   Minutes of Meetings. The Secretary shall send the minutes of any meeting to the Board within 15 days of the meeting date. The minutes may be modified and approved at the subsequent meeting by a simple majority vote of the Members present at the meeting. The final approved minutes shall be provided to the Members. 

 

G.  Parliamentary Authority. Robert’s Rules of Order in its most recent revised edition shall be the rules of procedure for all meetings.

 

H.  Records Retention. Any individual conducting business on behalf of the Friends, including any Officer or Director, shall maintain all documents related to such business or otherwise created on behalf of the Friends in a location in accordance with any Records Retention Policy adopted by the Board. 

 

 

ARTICLE IX. CONFLICT OF INTEREST

 A.  The Friends shall have no business or independent contractor relationship with any Director.

 

B.  No Director or Member of the Friends may share in any of the cash or other assets of the Friends.

 

C.  The Secretary will ensure that each Director shall annually sign a statement that affirms that the Director has: received a copy of the Friends ’conflict of interest policy; read and understands the policy; and agreed to comply with the policy.

 

D.  Each Director must understand that the Friends is a charitable organization and to maintain its federal tax exemption, it must engage primarily in activities that accomplish its tax-exempt purposes.

 

E.  This Conflict of Interest policy supplements and does not replace any applicable federal, state or local government requirements.

 

 ARTICLE X. MISCELLANEOUS PROVISIONS

 

A.             Non-discrimination: The Friends shall not discriminate on the basis of race, color, national origin, religion, sex, disability or sexual orientation in the interpretation and implementation of these Bylaws.

 

B.             Liability: No member of the Friends shall be liable for, and no personal or financial liability shall in any event be attached to any member of the Friends in connection with, any of the Friends’ undertakings.

  

ARTICLE XI. AMENDMENTS

 These Bylaws may be amended by a majority vote of the Board at any regular or special meeting duly convened after notice of such purpose to the members of the Board.

 

 ARTICLE XII. DISSOLUTION

 If the corporation is dissolved, no Director or member of the Friends or any other person may share in the distribution of any of the corporate assets. After paying or making provision for the payment of all debts of the Corporation, the Board shall turn over all of the Friends’ residual assets and funds deposited at any bank or financial institution on the date of dissolution to the Alexandria Library to be used to meet the needs of the Library.